UAM FUNDS TRUST, 485APOS, 1996-07-17

UAM FUNDS TRUST
485APOS, 1996-07-17

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<PAGE>

MARKED TO INDICATE CHANGES FROM POST-EFFECTIVE
AMENDMENT NO. 11

As filed with the Securities and Exchange Commission on July 17, 1996
Securities Act File No. 33-79858
Investment Company Act of 1940 File No. 811-8544

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM N-1A
REGISTRATION STATEMENT UNDER
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

POST-EFFECTIVE AMENDMENT NO. 12 /X/

and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /

AMENDMENT NO. 13 /X/

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

UAM FUNDS TRUST
(Exact Name of Registrant)

c/o United Asset Management Corporation

One International Place
Boston, Massachusetts 02110
(Address of Principal Executive Office)
Registrant's Telephone Number (617) 330-8900

Karl O. Hartmann
c/o Chase Global Funds Services Company
73 Tremont Street, Boston, MA 02108
(Name and Address of Agent for Service)

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

COPY TO:
Audrey C. Talley, Esq.
Stradley, Ronon, Stevens & Young LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098

IT IS PROPOSED THAT THIS FILING BECOME EFFECTIVE
(CHECK APPROPRIATE BOX):
[_] Immediately upon filing pursuant to Paragraph (b)
[_] on (date) pursuant to Paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a)(1)
[X] 75 days after filing pursuant to Paragraph (a)(2)
[_] on (date) pursuant to Paragraph (a)(2) of Rule 485.

REGISTRANT HAS PREVIOUSLY ELECTED AND HEREBY CONTINUES ITS ELECTION TO REGISTER
AN INDEFINITE NUMBER OF SHARES PURSUANT TO REGULATION 24F-2 UNDER THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED, AND FILED A 24F-2 NOTICE FOR THE FISCAL YEAR
ENDED APRIL 30, 1996 ON JUNE 20, 1996.

- ------------------------------------------------------------------------------
<PAGE>

UAM FUNDS TRUST
FORM N-1A CROSS REFERENCE

<TABLE>
<CAPTION>
FORM N-1A ITEM NUMBER LOCATION IN PROSPECTUS
- --------------------- ----------------------
<S> <C>
Item 1. Cover Page..................................Cover Page
Item 2. Synopsis....................................Fees & Expenses; Summary:
About the Portfolio; Risk Factors
Item 3. Condensed Financial Information.............Financial Highlights
Item 4. General Description of Registrant...........Summary: About the Portfolio;
Risk Factors; Details on
Investment Policies, General Fund Information
Item 5. Management of the Fund......................Summary: About the Portfolio; Fund
Management and Administration
Item 5A. Management's Discussion of
Fund Performance............................Included in Registrant's April 30, 1996
Annual Reports to Shareholders
Item 6. Capital Stock and Other Securities..........Buying, Selling & Exchanging Shares;
How Share Prices are Determined;
Dividends, Capital Gains
Distributions and Taxes
Item 7. Purchase of Securities Being Offered........Buying, Selling & Exchanging Shares
Item 8. Redemption or Repurchase....................Buying, Selling & Exchanging Shares
Item 9. Pending Legal Proceedings...................Not Applicable

LOCATION IN STATEMENT
FORM N-1A ITEM NUMBER OF ADDITIONAL INFORMATION
- --------------------- -------------------------

Item 10. Cover Page..................................Cover Page
Item 11. Table of Contents...........................Table of Contents
Item 12. General Information and History.............Investment AdviserInvestment Objectives and
Policies; General Information
Item 13. Investment Objectives and Policies..........Investment AdviserInvestment Objectives and
Policies; Investment Limitations
Item 14. Management of the Fund......................Management of the Fund
Item 15. Control Persons and Principal
Holders of Securities.......................Management of the Fund
Item 16. Investment Advisory and Other Services......Investment Adviser
Item 17. Brokerage Allocation and Other Practices....Portfolio Transactions
Item 18. Capital Stock and Other Securities..........General Information
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered....................Purchase of Shares; Redemption
of Shares
Item 20. Tax Status..................................General Information; Federal Taxes
Item 21. Underwriters................................Management of the Fund
Item 22. Calculation of Performance Data.............Performance Calculations
Item 23. Financial Statements........................Financial Statements
</TABLE>

PART C
- ------

Information required to be included in Part C is set forth under the appropriate
item so numbered in Part C to this Registration Statement.
<PAGE>

UAM FUNDS TRUST

POST-EFFECTIVE AMENDMENT NO. 12
PART A

The following Prospectuses are included in this Post-Effective Amendment No. 12:

. FPA Crescent Portfolio Institutional Class Shares

. FPA Crescent Portfolio Institutional Service Class Shares

The following Prospectuses are incorporated by reference to Post-Effective
Amendment No. 11 filed on July 1, 1996:

. MJI International Equity Portfolio Institutional Service Class Shares
. Newbold's Equity Institutional Service Class Shares

The following Prospectuses are incorporated by reference to Post-Effective
Amendment No. 7 filed on August 28, 1995:

. Chicago Asset Management Intermediate Bond Portfolio
. Chicago Asset Management Value/Contrarian Portfolio
. MJI Global Bond Portfolio
. MJI International Equity Portfolio

The following Prospectuses are also incorporated by reference to Post-Effective
Amendment No. 4 filed on February 9, 1995:

. Hanson Equity Portfolio
. BHM&S Total Return Bond Portfolio Institutional Class Shares
. BHM&S Total Return Bond Portfolio Institutional Service Class Shares

The following Prospectus is also incorporated by reference to Post-Effective
Amendment No. 3 filed on December 14, 1994:

. IRC Enhanced Index Portfolio

The following Prospectus is also incorporated by reference to Post-Effective
Amendment No. 2 filed on November 25, 1994:

. Dwight Principal Preservation Portfolio

The following Prospectuses are also incorporated by reference to Post-Effective
Amendment No. 1 filed on November 15, 1994:

. Newbold's Equity Portfolio
. TJ Core Equity Portfolio
<PAGE>

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 SERVICE 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 Service 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.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fees and Expenses.............................................................. 3
Summary: About the Portfolio................................................... 6
Risk Factors................................................................... 7
Performance Calculations....................................................... 8
Details on Investment Policies................................................. 9
Buying, Selling and Exchanging Shares.......................................... 16
Service and Distribution Plans................................................. 21
How Share Prices are Determined................................................ 23
Dividends, Capital Gains Distributions and Taxes............................... 23
Fund Management and Administration............................................. 25
General Fund Information....................................................... 27
UAM Funds - Service Class Shares............................................... 28
</TABLE>

2
<PAGE>

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.

<TABLE>
<S> <C>
Sales Load Imposed on Purchases: .....................................................NONE
Sales Load Imposed on Reinvested Dividends:...........................................NONE
Deferred Sales Load:..................................................................NONE
Redemption Fees:......................................................................NONE
Exchange Fees:........................................................................NONE
</TABLE>

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:

<TABLE>
<S> <C>
Investment Advisory Fees: ....................................................... 1.00%
Administrative Fees:............................................................. 0.33%
12b-1 Fees: (Including Shareholder Servicing Fees)*.............................. 0.25%
Other Expenses:.................................................................. 0.33%
-----
Total Operating Expenses......................................................... 1.91%
</TABLE>

________________

* The Service Class Shares may bear service fees of 0.25%. Long-term
shareholders may pay more than the economic equivalent of the maximum
front-end sales charge permitted by rules of the National Association of
Securities Dealers, Inc. See "Service and Distribution Plans."

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 Service
Class Shares will bear directly or indirectly. The fees and expenses set forth
above are estimates based upon the Portfolio's Institutional Class Shares
operations during the fiscal year ended March 31, 1996 except that such
information has been restated to reflect 12b-1 Fees and estimated current
administrative fees and operating expenses for assumed assets of approximately
$22 million.

3
<PAGE>

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.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Expenses: ............................................. $_____ $_____ $_____ $_____
</TABLE>

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
Service Class Shares of the Portfolio, which shares are subject to different
total fees and expenses than Institutional Class Shares. Service agents may
charge other fees to their customers who are beneficial owners of Service Class
Shares in connection with their customer accounts. (See "Service and
Distribution Plans.")

4
<PAGE>

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. The financial information shown relates to another class of shares
of the Portfolio not subject to the 12b-1 Fee because the Service Class Shares
were not offered during the periods shown. 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
- --------------------------------------------------------------------------------------------------------------
<S> <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.

5
<PAGE>

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

Service Class Shares of the Portfolio are offered to investors through
broker-dealers and other financial institutions ("Service Agents") at net asset
value next determined after the purchase order is received in proper form. 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

Service Class 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.")

6
<PAGE>

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.

7
<PAGE>

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.

8
<PAGE>

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.

9
<PAGE>

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
20[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.

10
<PAGE>

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.

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<PAGE>

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

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<PAGE>

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.

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<PAGE>

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

14
<PAGE>

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.

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<PAGE>

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 "Service and Distribution Plans" and "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 offered by this Prospectus 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.

Some Service Agents may also impose additional or different conditions or
other account fees on the purchase and redemption of Portfolio shares, which are
not subject to the Rule 12b-1 Service and Distribution Plans. 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 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.

If you buy shares of a Portfolio through a Service Agent, the Service Agent
must receive your investment order before the close of trading on the New York
Stock Exchange ("NYSE"), generally 4:00 p.m. (Eastern Time) and transmit it to
the Fund's Transfer Agent, Chase Global Funds Services Company, (prior to the
close of the Transfer Agent's business day) to receive that day's offering
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 its Distributor
for timely transmission of all subscription and redemption requests, investment
information, documentation and money.

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<PAGE>

HOW TO BUY SHARES BY MAIL

An account may be opened with the assistance of your Service Agent 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 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) Your Service Agent should 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 selected (Service
Class Shares), the amount being wired and the name of the bank wiring the
funds. (Investors with existing accounts should also notify the Fund 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 - Service Class Shares
Your Account Number _______________________
Your Account Name _________________________________

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<PAGE>

(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 through your Service Agent or 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

Non-securities dealer Service Agents may receive transaction fees that are
the same as distribution fees paid to dealers.

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.

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.

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<PAGE>

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

or to your Service Agent.

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<PAGE>

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

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<PAGE>

. 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 Service Class Shares of the Portfolio for any other
Service 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 - Service 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.

SERVICE AND DISTRIBUTION PLANS

Under the Service Plan for Service Class Shares, adopted pursuant to Rule
12b-1 under the 1940 Act, the Fund may enter into service agreements with
Service Agents (broker-dealers or other financial institutions) who receive fees
with respect to the Fund's Service Class Shares owned by shareholders for whom
the Service Agent is the dealer or holder of record, or for whom the Service
Agent performs Servicing, as defined below. These fees are paid out of the
assets allocable to Service Class Shares to the

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<PAGE>

Distributor, to the Service Agent directly or through the Distributor. The Fund
reimburses the Distributor or the Service Agent, as the case may be, for
payments made at an annual rate of up to 0.25 of 1% of the average daily value
of Service Class Shares owned by clients of such Service Agent during the period
payments for Servicing are being made to it. Such payments are borne exclusively
by the Service Class Shares. Each item for which a payment may be made under the
Service Plan constitutes personal service and/or shareholder account maintenance
and may constitute an expense of distributing Fund shares as the Commission
construes such term under Rule 12b-1. The fees payable for Servicing are payable
without regard to actual expenses incurred, subject to adjustment of the fee
prospectively to reflect actual expenses.

Servicing may include, among other things, one or more of the following
rendered with respect to the Service Class shareholders: answering client
inquiries regarding the Fund; assisting clients in changing dividend options,
account designations and addresses; performing sub-accounting; establishing and
maintaining shareholder accounts and records; processing purchase and redemption
transactions; investing client cash account balances automatically in Service
Class Shares; providing periodic statements showing a client's account balance
and integrating such statements with those of other transactions and balances in
the client's other accounts serviced by the Service Agent; arranging for bank
wires; and such other services as the Fund may request, to the extent the
Service Agent is permitted by applicable statute, rule or regulation.

The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the business
of issuing, underwriting, selling and/or distributing securities. Accordingly,
banks will be engaged to act as Service Agents only to perform administrative
and shareholder servicing functions, including transaction-related agency
services for their customers. If a bank were prohibited from so acting, its
shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the Servicing of such shareholders would be
sought.

The Distributor promotes the distribution of the Service Class Shares in
accordance with the terms of a Distribution Plan adopted pursuant to Rule 12b-1
under the 1940 Act. The Distribution Plan provides for the use of Fund assets
allocable to Service Class Shares to pay expenses of distributing such shares.

The Distribution Plan and Service Plan (the "Plans") were approved by the
Board of Trustees, including a majority of the trustees who are not "interested
persons" of the Fund as defined in the 1940 Act (and each of whom has no direct
or indirect financial interest in the Plans or any agreement related thereto,
referred to herein as the "12b-1 Trustees"). The Plans may be terminated at any
time by the vote of the Board or the 12b-1 Trustees, or by the vote of a
majority of the outstanding Service Class Shares of the FPA Crescent Portfolio.

While the Plans continue in effect, the selection of the 12b-1 Trustees is
committed to the discretion of such persons then in office. The Plans provide
generally that a Portfolio may incur distribution and service costs under the
Plans which may not exceed in the aggregate .75% per annum of that Portfolio's
net assets. The Board has currently limited aggregate payments under the Plans
to .50% per annum of a Portfolio's net assets. The Service Class Shares offered
by this Prospectus currently are not making payments under the Distribution
Plan. Upon implementation, the Distribution Plan would permit payments to the
Distributor, broker-dealers, other financial institutions, sales representatives
or other third parties who render promotional and distribution services, for
items such as advertising expenses, selling expenses, commissions or travel
reasonably intended to result in sales of Service Class Shares and for the
printing of prospectuses sent to prospective purchasers of Service Class Shares
of the FPA Crescent Portfolio.

22
<PAGE>

Although the Plans may be amended by the Board of Trustees, any changes in
the Plans which would materially increase the amounts authorized to be paid
under the Plans must be approved by shareholders of the Class involved. The
total amounts paid under the foregoing arrangements may not exceed the maximum
limits specified above, and the amounts and purposes of expenditures under the
Plans must be reported to the 12b-1 Trustees quarterly. The amounts allowable
under the Plans for each Class of Shares of the Portfolio are also limited under
certain rules of the National Association of Securities Dealers, Inc.

In addition to payments by the Fund under the Plans, 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.

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

23
<PAGE>

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.

24
<PAGE>

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.

25
<PAGE>

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.

26
<PAGE>

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.

27
<PAGE>

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 Class Y Shares, now known as
Service 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 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 - SERVICE CLASS SHARES

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

FIDUCIARY MANAGEMENT ASSOCIATES, INC.
FMA Small Company Portfolio

FIRST PACIFIC ADVISORS, INC.
FPA Crescent Portfolio

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

28
<PAGE>

NWQ INVESTMENT MANAGEMENT COMPANY
NWQ Balanced Portfolio
NWQ Value Equity Portfolio

SIRACH CAPITAL MANAGEMENT, INC.
Sirach Strategic Balanced Portfolio
Sirach Growth Portfolio
Sirach Equity Portfolio
Sirach Special Equity Portfolio

TOM JOHNSON INVESTMENT MANAGEMENT, INC.
TJ Core Equity Portfolio

29
<PAGE>

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.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
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 - Service Class Shares............................. 25
</TABLE>

2
<PAGE>

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.

<TABLE>
<CAPTION>
<S> <C>
Sales Load Imposed on Purchases:............................................NONE
Sales Load Imposed on Reinvested Dividends:.................................NONE
Deferred Sales Load:........................................................NONE
Redemption Fees:............................................................NONE
Exchange Fees:..............................................................NONE
</TABLE>

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:

<TABLE>
<CAPTION>
<S> <C>
Investment Advisory Fees:........................................ 1.00%
Administrative Fees:............................................. 0.33%
12b-1 Fees: (Including Shareholder Servicing Fees)............... NONE
Other Expenses:.................................................. 0.33%
----
Total Operating Expenses......................................... 1.66%
</TABLE>
____________

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.

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.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Expenses:.......................... $___ $____ $____ $____
</TABLE>

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.")

3
<PAGE>

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
__________________________________________________________________________________________________
<S> <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.

4
<PAGE>

SUMMARY: ABOUT THE PORTFOLIO . . .

OBJECTIVE

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 stated objective.

WHO MANAGES THE PORTFOLIO?

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

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.")

5
<PAGE>

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

. 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 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.

6
<PAGE>

PERFORMANCE CALCULATIONS

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.

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.

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<PAGE>

OBJECTIVE AND INVESTMENT APPROACH OF THE PORTFOLIO

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.

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

The Adviser's approach is to invest in U.S. Treasury obligations, U.S.
Government Agency and

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<PAGE>

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.

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 20[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.

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.

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<PAGE>

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.

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.

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.

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<PAGE>

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.

As noted above, payment of principal and interest on some mortgage
related securities (but not the

11
<PAGE>

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.

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

12
<PAGE>

relief will be granted.

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.

At the present time, the Staff of the Commission does not object if an
investment company pays

13
<PAGE>

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.

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.

BUYING, SELLING AND EXCHANGING SHARES

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<PAGE>

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.

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<PAGE>

(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.

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

16
<PAGE>

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.

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<PAGE>

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

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<PAGE>

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

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

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<PAGE>

charges when they sell portfolio securities received in payment of redemptions.

HOW TO EXCHANGE SHARES

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.

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<PAGE>

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

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

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<PAGE>

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.

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.

22
<PAGE>

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

23
<PAGE>

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

24
<PAGE>

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.

UAM FUNDS - SERVICE CLASS SHARES

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

FIDUCIARY MANAGEMENT ASSOCIATES, INC.
FMA Small Company Portfolio

FIRST PACIFIC ADVISORS, INC.
FPA Crescent Portfolio

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

NWQ INVESTMENT MANAGEMENT COMPANY
NWQ Balanced Portfolio
NWQ Value Equity Portfolio

25
<PAGE>

SIRACH CAPITAL MANAGEMENT, INC.
Sirach Strategic Balanced Portfolio
Sirach Growth Portfolio
Sirach Equity Portfolio
Sirach Special Equity Portfolio

TOM JOHNSON INVESTMENT MANAGEMENT, INC.
TJ Core Equity Portfolio

26
<PAGE>

UAM FUNDS TRUST

POST-EFFECTIVE AMENDMENT NO. 12

PART B

The following Statement of Additional Information is included in this Post-
Effective Amendment No. 12:

. FPA Crescent Portfolio Institutional and Institutional Service Class Shares

The following Statement of Additional Information is also incorporated by
reference to Post-Effective Amendment No. 11 filed on July 1, 1996:

. MJI Institutional and Institutional Service Class Shares
. Newbold's Equity Institutional and Institutional Service Class Shares

The following Statement of Additional Information is also incorporated by
reference to Post-Effective Amendment No. 10 filed on July 1, 1996:

. IRC Enhanced Index Portfolio Institutional Class Shares

The following Statement of Additional Information is also incorporated by
reference to Post-Effective Amendment No. 9 filed on May 1, 1996:

. BHM&S Total Return Bond Portfolio Institutional and Institutional Service
Class Shares

The following Statements of Additional Information are also incorporated by
reference to Post-Effective Amendment No. 8 filed on March 13, 1995:

. Newbold's Equity Portfolio
. TJ Core Equity Portfolio

The following Statements of Additional Information are also incorporated by
reference to Post-Effective Amendment No. 7 filed on August 28, 1995:

. Chicago Asset Management Intermediate Bond Portfolio
. Chicago Asset Management Value/Contrarian Portfolio
. MJI Global Bond Portfolio
. MJI International Equity Portfolio

The following Statement of Additional Information is also incorporated by
reference to Post-Effective Amendment No. 4 filed on February 9, 1995:

. Hanson Equity Portfolio

The following Statement of Additional Information is also incorporated by
reference to Post-Effective Amendment No. 3 filed on December 14, 1994:

. IRC Enhanced Index Portfolio

The following Statement of Additional Information is also incorporated by
reference to Post-Effective Amendment No. 2 filed on November 25, 1994:

. Dwight Principal Preservation Portfolio
<PAGE>

PART B

UAM FUNDS

FPA CRESCENT PORTFOLIO
INSTITUTIONAL CLASS SHARES
INSTITUTIONAL SERVICE CLASS SHARES
STATEMENT OF ADDITIONAL INFORMATION
OCTOBER 1, 1996

This Statement is not a Prospectus but should be read in conjunction with
UAM Funds Trust's Prospectuses relating to the FPA Crescent Portfolio's
Institutional Class Shares and Institutional Service Class Shares dated October
1, 1996. To obtain the Prospectuses, please call the UAM Funds Service Center:

1-800-638-7983

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Investment Objective and Policies..................................... 2
Investment Restrictions............................................... 7
Purchase of Shares.................................................... 8
Redemption of Shares.................................................. 9
Shareholder Services.................................................. 9
Management of the Portfolio........................................... 10
Investment Adviser.................................................... 11
Portfolio Transactions................................................ 12
Performance Calculations.............................................. 12
General Information................................................... 15
</TABLE>

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

FPA Crescent Portfolio (the "Portfolio") has the investment objective of
seeking to provide, through a combination of income and capital appreciation, a
total return consistent with reasonable investment risk. The following
discussion supplements the discussion of the Portfolio's investment objective
and policies as set forth in the Prospectuses. There can be no assurance the
objective of the Portfolio will be attained.

REPURCHASE AGREEMENTS

The Portfolio may enter into repurchase agreements as discussed in the
Prospectuses. Under such agreements, the seller of the security agrees to
repurchase it at a mutually agreed upon time and price. The repurchase price may
be higher than the purchase price, the difference being income to the Portfolio,
or the purchase and repurchase prices may be the same, with interest at a stated
rate due to the Portfolio together with the repurchase price on repurchase. In
either case, the income to the Portfolio is unrelated to the interest rate on
the U.S. Government security itself. Such repurchase agreements will be made
only with banks with assets of $500 million or more that are insured by the
Federal Deposit Insurance Corporation or with Government securities dealers
recognized by the Federal Reserve Board and registered as broker-dealers with
the Securities and Exchange Commission ("SEC") or exempt from such registration.
The Portfolio will generally enter into repurchase agreements of short
durations, from overnight to one week, although the underlying securities
generally have longer maturities. The Portfolio may not enter into a repurchase
agreement with more than seven days to maturity if, as a result, more than 10%
of the value of the Portfolio's total assets would be invested in illiquid
securities including such repurchase agreements.

For purposes of the Investment Company Act of 1940 (the "1940 Act"), a
repurchase agreement is deemed to be a loan from the Portfolio to the seller of
the U.S. Government security subject to the repurchase agreement. It is not
clear whether a court would consider the U.S. Government security acquired by
the Portfolio subject to a repurchase agreement as being owned by the Portfolio
or as being collateral for a loan by the Portfolio to the seller. In the event
of the commencement of bankruptcy or insolvency proceedings with respect to the
seller of the U.S. Government security before its repurchase under a repurchase
agreement, the Portfolio may encounter delays and incur costs before being able
to sell the security. Delays may involve loss of interest or a decline in price
of the U.S. Government security. If a court characterizes the transaction as a
loan and the Portfolio has not perfected a security interest in the U.S.
Government security, the Portfolio may be required to return the security to the
seller's estate and be treated as an unsecured creditor of the seller. As an
unsecured creditor, the Portfolio would be at the risk of losing some or all of
the principal and income involved in the transaction. As with any unsecured debt
instrument purchased for the Portfolio, the investment manager seeks to minimize
the risk of loss through repurchase agreements by analyzing the creditworthiness
of the obligor, in this case the seller of the U.S. Government security.

Apart from the risk of bankruptcy or insolvency proceedings, there is also
the risk that the seller may fail to repurchase the security. However, the
Portfolio will always receive as collateral for any repurchase agreement to
which it is a party securities acceptable to it, the market value of which is
equal to at least 100% of the amount invested by the Portfolio plus accrued
interest, and the Portfolio will make payment against such securities only upon
physical delivery or evidence of book entry transfer to the account of its
Custodian. If the market value of the U.S. Government security subject to the
repurchase agreement becomes less than the repurchase price (including
interest), the Portfolio will direct the seller of the U.S. Government security
to deliver additional securities so that the market value of all securities
subject to the repurchase agreement will equal or exceed the repurchase price.
It is possible that the Portfolio will be unsuccessful in seeking to impose on
the seller a contractual obligation to deliver additional securities.

2
<PAGE>

WHEN-ISSUED SECURITIES

The Portfolio may from time to time purchase securities on a "when-issued"
basis. The price of such securities, which may be expressed in yield terms, is
fixed at the time the commitment to purchase is made, but delivery and payment
for the when-issued securities take place at a later date. Normally, the
settlement date occurs within one month of the purchase; during the period
between purchase and settlement, no payment is made by the Portfolio to the
issuer and no interest accrues to the Portfolio. To the extent that assets of
the Portfolio are held in cash pending the settlement of a purchase of
securities, the Portfolio would earn no income; however, it is the Portfolio's
intention to be fully invested to the extent practicable and subject to the
policies stated above. While when-issued securities may be sold prior to the
settlement date, the Portfolio intends to purchase such securities with the
purpose of actually acquiring them unless a sale appears desirable for
investment reasons. At the time the Portfolio makes the commitment to purchase a
security on a when-issued basis, it will record the transaction and reflect the
value of the security in determining its net asset value. The market value of
the when-issued securities may be more or less than the purchase price. The
Portfolio does not believe that its net asset value or income will be adversely
affected by its purchase of securities on a when-issued basis. The Portfolio
will establish a segregated account with its Custodian in which it will maintain
cash and marketable securities equal in value to commitments for when-issued
securities. Such segregated securities either will mature or, if necessary, be
sold on or before the settlement date.

FOREIGN SECURITIES

Among the means through which the Portfolio may invest in foreign
securities is the purchase of American Depository Receipts ("ADR's") or European
Depository Receipts ("EDR's"). Generally, ADR's, in registered form, are
denominated in U.S. dollars and are designed for use in the U.S. securities
markets, while EDR's, in bearer form, may be denominated in other currencies and
are designed for use in European securities markets. ADR's are receipts
typically issued by a U.S. bank or trust company evidencing ownership of the
underlying securities. EDR's are European receipts evidencing a similar
arrangement. For purposes of the Portfolios' investment policies, ADR's and
EDR's are deemed to have the same classification as the underlying securities
they represent. Thus an ADR or EDR representing ownership of common stock will
be treated as common stock.

DEBT SECURITIES AND RATINGS

Ratings of debt securities represent the rating agencies' opinions
regarding their quality, are not a guarantee of quality and may be reduced after
the Portfolio has acquired the security. The Advisor will consider whether the
Portfolio should continue to hold the security but is not required to dispose of
it. Credit ratings attempt to evaluate the safety of principal and interest
payments and do not evaluate the risks of fluctuations in market value. Also,
rating agencies may fail to make timely changes in credit ratings in response to
subsequent events, so that an issuer's current financial conditions may be
better or worse than the rating indicates.

The Portfolio reserves the right to invest up to 20[30]% of its assets in
securities rated lower than BBB by S & P or lower than Baa by Moody's. Lower
rated securities generally offer a higher current yield than that available for
higher grade issues. However, lower rated securities involve higher risks, in
that they are especially subject to adverse changes in general economic
conditions and in the industries in which the issuers are engaged, to changes in
the financial condition of the issuers and to price fluctuations in response to
changes in interest rates. During periods of economic downturn or rising
interest rates, highly leveraged issuers may experience financial stress which
could adversely affect their ability to make payments of interest and principal
and increase the possibility of default. In addition, the market for lower rated
debt securities has expanded rapidly in recent years, and its growth paralleled
a long economic expansion. At times in recent years, the prices of many lower
rated debt securities declined substantially, reflecting an expectation that
many issuers of such securities might experience financial difficulties. As a
result, the yields on lower rated debt securities rose dramatically, but such
higher yields did not reflect the

3
<PAGE>

value of the income stream that holders of such securities expected, but rather,
the risk that holders of such securities could lose a substantial portion of
their value as a result of the issuers' financial restructuring or default.
There can be no assurance that such declines will not recur. 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. Adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may also decrease the values and liquidity of lower rated
securities, especially in a thinly traded market.

SHORT SALES

The Portfolio may seek to hedge investments or realize additional gains
through short sales. The Portfolio may make short sales, which are transactions
in which the Portfolio sells a security it does not own, in anticipation of a
decline in the market value of that security. To complete such a transaction,
the Portfolio must borrow the security to make delivery to the buyer. The
Portfolio than is obligated to replace the security borrowed by purchasing it at
the market price at or prior to the time of replacement. The price at such time
may be more or less than the price at which the security was sold by the
Portfolio. Until the security is replaced, the Portfolio is required to repay
the lender any dividends or interest that accrue during the period of the loan.
To borrow the security, the Portfolio also may be required to pay a premium,
which would increase the cost of the security sold. The net 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
will incur transaction costs in effecting short sales.

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 the 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 increased by the amount of
the premium, dividends, interest, or expenses the Portfolio may be required to
pay in connection with a short sale.

No securities will be sold short if, after effect is given to any such
short sale, the total market value of all securities sold short would exceed 25%
of the value of the Portfolio's net equity. The Portfolio similarly will limit
its short sales of the securities of any single issuer if the market value of
the securities that have been sold short by the Portfolio would exceed the two
percent (2%) of the value of the Portfolio's net equity or if such securities
would constitute more than two percent (2%) of any class of the issuer's
securities.

Whenever the Portfolio engages in short sales, its custodian segregates an
amount of cash or U.S. Government securities or other high-grade liquid debt
securities equal to the difference between (a) the market value of the
securities sold short at the time they were sold short and (b) any cash or U.S.
Government securities required to be deposited with the broker in connection
with the short sale (not including the proceeds from the short sale). The
segregated assets are marked to market daily, provided that at no time will the
amount deposited in it plus the amount deposited with the broker be less than
the market value of the securities at the time they were sold short.

In addition, the Portfolio may make short sales "against the box," i.e.
when a security identical to one owned by the Portfolio is borrowed and sold
short. If the Portfolio enters into a short sale against the box, it is required
to segregate securities equivalent in kind and amount to the securities sold
short (or securities convertible or exchangeable into such securities) and is
required to hold such securities while the short sale is outstanding. The
Portfolio will incur transaction costs, in connection with opening, maintaining,
and closing short sales against the box.

4
<PAGE>

OPTIONS AND FUTURES TRANSACTIONS

As indicated in the Prospectus, to the extent consistent with its
investment objectives and policies, 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, to the extent
of up to 5% of its assets.

Transactions in options on securities and on indexes involve certain risks.
For example, there are significant differences between the securities and
options markets that could result in an imperfect correlation between these
markets, causing a given transaction not to achieve its objectives. A decision
as to whether, when and how to use options involves the exercise of skill and
judgment, and even a well-conceived transaction may be unsuccessful to some
degree because of market behavior or unexpected events.

There can be no assurance that a liquid market will exist when the
Portfolio seeks to close out an option position. If the Portfolio were unable to
close out an option that it had purchased on a security, it would have to
exercise the option in order to realize any profit or the option may expire
worthless. If the Portfolio were unable to close out a covered call option that
it had written on a security, it would not be able to sell the underlying
security unless the option expired without exercise. As the writer of a covered
call option, the Portfolio forgoes, during the option's life, the opportunity to
profit from increases in the market value of the security covering the call
option above the sum of the premium and the exercise price of the call.

If trading were suspended in an option purchased by the Portfolio, the
Portfolio would not be able to close out the option. If restrictions on exercise
were imposed, the Portfolio might be unable to exercise an option it has
purchased. Except to the extent that a call option on an index written by the
Portfolio is covered by an option on the same index purchased by the Portfolio,
movements in the index may result in a loss to the Portfolio; such losses may be
mitigated or exacerbated by changes in the value of the Portfolio's securities
during the period the option was outstanding.

Use of futures contracts and options thereon also involves certain risks.
The variable degree of correlation between price movements of futures contracts
and price movements in the related portfolio positions of the Portfolio creates
the possibility that losses on the hedging instrument may be greater than gains
in the value of the Portfolio's position. Also, futures and options markets may
not be liquid in all circumstances and certain over the counter options may have
no markets. As a result, in certain markets, the Portfolio might not be able to
close out a transaction at all or without incurring losses. Although the use of
options and futures transactions for hedging should minimize the risk of loss
due to a decline in the value of the hedged position, at the same time they tend
to limit any potential gain which might result from an increase in the value of
such position. If losses were to result from the use of such transactions, they
could reduce net asset value and possibly income. The Portfolio may use these
techniques to hedge against changes in interest rates or securities prices or as
part of its overall investment strategy. The Portfolio will 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.

SECURITIES LENDING

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. 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

5
<PAGE>

of such loans are not inconsistent with the Investment Company Act of 1940, as
amended, (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 United States
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). 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 Directors.

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 Directors. 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.

FEDERAL TAX TREATMENT OF FORWARD CURRENCY AND FUTURES CONTRACTS

Except for transactions the Portfolio has identified as hedging
transactions, the Portfolio is required for Federal income tax purposes to
recognize as income for each taxable year its net unrealized gains and losses on
regulated futures contracts as of the end of each taxable year as well as those
actually realized during the year. In most cases, any such gain or loss
recognized with respect to a regulated futures contract is considered to be 60%
long-term capital gain or loss and 40% short-term capital gain or loss without
regard to the holding period of the contract.

In order for the Portfolio to continue to qualify for Federal income tax
treatment as a regulated investment company under the Internal Revenue Code of
1986, as amended (the "Code"), at least 90% of its gross income for a taxable
year must be derived from certain qualifying income, i.e., dividends, interest,
income derived from loans of securities and gains from the sale or other
disposition of stock, securities or foreign currencies, or other related income,
including gains from options, futures and forward contracts, derived with
respect to its business investing in stock, securities or currencies. Any net
gain realized from the closing out of futures contracts will, therefore,
generally be qualifying income for purposes of the 90% requirement.
Qualification as a regulated investment company also requires that less than 30%
of the Portfolio's gross income be derived from the sale or other disposition of
stock, securities, options, futures or forward contracts (including certain
foreign currencies not directly related to the Fund's business of investing in
stock or securities) held less than three months. In order to avoid realizing
excessive gains on securities held for less than three months, the Portfolio may
be required to defer the closing out of futures contracts beyond the time when
it would otherwise be advantageous to do so. It is anticipated that unrealized
gains on futures contracts which have been open for less than three months as of
the end of the Portfolio's taxable year, and which are recognized for tax
purposes, will not be considered gains on securities held for less than three
months for the purposes of the 30% test.

The Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for Federal income tax purposes (including
unrealized gains at the end of the Portfolio's taxable year) on futures
transactions. Such distribution will be combined with distributions of capital
gains realized on the Portfolio's other investments, and shareholders will be
advised on the nature of the payment.

6
<PAGE>

INVESTMENT RESTRICTIONS

The following policies and investment restrictions have been adopted by the
Portfolio and (unless otherwise noted) are fundamental and cannot be changed
without the affirmative vote of a majority of the Portfolio's outstanding voting
securities as defined in the 1940 Act. The Portfolio may not:

(1) make loans to others, except (i) through the purchase of debt
securities in accordance with its investment objectives and
policies, and (ii) to the extent the entry into a repurchase
agreement is deemed to be a loan;

(2) (i) borrow money, except as stated in the Prospectus and this
Statement of Additional Information. Any such borrowing will be made
only if immediately thereafter there is an asset coverage of at
least 300% of all borrowings;

(ii) mortgage, pledge or hypothecate any of its assets except in
connection with any such borrowings;

(3) purchase securities on margin, participate on a joint or joint and
several basis in any securities trading account, or underwrite
securities (does not preclude the Portfolio from obtaining such
short-term credit as may be necessary for the clearance of purchases
and sales of its portfolio securities);

(4) purchase or sell commodities or commodity contracts (other than
futures transactions for the purposes and under the conditions
described in the Prospectus and in this Statement of Additional
Information);

(5) invest more than 25% of the market value of its assets in the
securities of companies engaged in any one industry (does not apply
to investment in the securities of the U.S. Government, its agencies
or instrumentalities);

(6) issue senior securities, as defined in the 1940 Act, except that
this restriction shall not be deemed to prohibit the Portfolio from
(i) making any permitted borrowings, mortgages or pledges, or (ii)
entering into options, futures or repurchase transactions;

(7) purchase the securities of any issuer, if as a result more than 5%
of the total assets of the Portfolio would be invested in the
securities of that issuer, other than obligations of the U.S.
Government, its agencies or instrumentalities, provided that up to
25% of the value of the Portfolio's assets may be invested without
regard to this limitation; and

(8) purchase or sell real estate; however, the Portfolio may invest in
debt securities secured by real estate or interests therein or
issued by companies which invest in real estate or interests
therein, including real estate investment trusts.

The Portfolio observes the following policies, which are not deemed
fundamental and which may be changed without shareholder vote. The Portfolio
may not:

(9) purchase any security if as a result the Portfolio would then hold
more than 10% of any class of securities of an issuer (taking all
common stock issues of an issuer as a single class, all preferred
stock issues as a single class, and all debt issues as a single
class) or more than 10% of the outstanding voting securities of an
issuer;

7
<PAGE>

(10) invest in any issuer for purposes of exercising control or
management;

(11) buy or sell interests in oil, gas or mineral exploration or
development programs or related leases, or real estate (does not
preclude investments in marketable securities of issuers engaged in
such activities);

(12) purchase or hold securities of any issuer, if, at the time of
purchase or thereafter, any of the Trustees or officers of the Trust
or the Portfolio's investment manager owns beneficially more than
1/2 of 1%, and all such Trustees or officers holding more than 1/2
of 1% together own beneficially more than 5% of the issuer's
securities;

(13) invest in securities of other investment companies which would
result in the Portfolio owning more than 3% of the outstanding
voting securities of any one such investment company, the Portfolio
owning securities of another investment company having an aggregate
value in excess of 5% of the value of the Portfolio's total assets,
or the Portfolio owning securities of investment companies in the
aggregate which would exceed 10% of the value of the Portfolio's
total assets; and

(14) invest, in the aggregate, more than 15% of its total assets in
securities which are not readily marketable or are illiquid.

Under applicable provisions of Texas law, any investment by the Portfolio
in warrants may not exceed 5% of the value of the Portfolio's net assets.
Included within that amount, but not to exceed 2% of the value of the
Portfolio's net assets may be warrants which are not listed on the New York or
American Stock Exchange.

If a percentage restriction is adhered to at the time of investment, a
subsequent increase or decrease in a percentage resulting from a change in the
values of assets will not constitute a violation of that restriction, except as
otherwise noted.

PURCHASE OF SHARES

Shares of the Portfolio may be purchased without a sales commission at the
net asset value per share next determined after an order is received in proper
form by the Fund and payment is received by the Fund's Custodian. The minimum
initial investment required for the Portfolio is $100,000 with certain
exceptions as may be determined from time to time by the officers of the Fund.
An order received in proper form prior to the 4:00 p.m. close of the New York
Stock Exchange ("Exchange") will be executed at the price computed on the date
of receipt; and an order received not in proper form or after the 4:00 p.m.
close of the Exchange will be executed at the price computed on the next day the
Exchange is open after proper receipt. The Exchange will be closed on the
following days: Thanksgiving Day, November 28, 1996; Christmas Day, December 25,
1996; New Year's Day, January 1, 1997; Presidents' Day, February 17, 1997; Good
Friday, March 28, 1997; Memorial Day, May 26, 1997; Independence Day, July 4,
1997 and Labor Day, September 1, 1997.

The Portfolio reserves the right in its sole discretion (1) to suspend the
offering of its shares, (2) to reject purchase orders when in the judgment of
management such rejection is in the best interests of the Fund, and (3) to
reduce or waive the minimum for initial and subsequent investment for certain
fiduciary accounts such as employee benefit plans or under circumstances where
certain economies can be achieved in sales of a Portfolio's shares.

8
<PAGE>

REDEMPTION OF SHARES

The Portfolio may suspend redemption privileges or postpone the date of
payment (1) during any period that both the Exchange and custodian bank are
closed or trading on the Exchange is restricted as determined by the Commission,
(2) during any period when an emergency exists as defined by the rules of the
Commission as a result of which it is not reasonably practicable for the
Portfolio to dispose of securities owned by it or to fairly determine the value
of its assets, and (3) for such other periods as the Commission may permit. The
Fund has made an election with the Commission to pay in cash all redemptions
requested by any shareholder of record limited in amount during any 90-day
period to the lesser of $250,000 or 1% of the net assets of the Fund at the
beginning of such period. Such commitment is irrevocable without the prior
approval of the Commission. Redemptions in excess of the above limits may be
paid, in whole or in part, in investment securities or in cash as the Directors
may deem advisable; however, payment will be made wholly in cash unless the
Directors believe that economic or market conditions exist which would make such
a practice detrimental to the best interests of the Fund. If redemptions are
paid in investment securities, such securities will be valued as set forth in
the Prospectus under "Valuation of Shares" and a redeeming shareholder would
normally incur brokerage expenses if these securities were converted to cash.

No charge is made by the Portfolio for redemptions. Any redemption may be
more or less than the shareholder's initial cost depending on the market value
of the securities held by the Portfolio.

SIGNATURE GUARANTEES

To protect your account, the Fund and Chase Global Funds Services Company
(the "Administrator") from fraud, signature guarantees are required for certain
redemptions. Signature guarantees are required for (1) redemptions where the
proceeds are to be sent to someone other than the registered shareowner(s) or
the registered address or (2) share transfer requests. The purpose of signature
guarantees is to verify the identity of the party who has authorized a
redemption.

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. A complete definition of eligible guarantor institution is
available from the Administrator. 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. Signatures
guarantees will be accepted from any eligible guarantor institution which
participates in a signature guarantee program.

The signature guarantee must appear either: (1) on the written request for
redemption; (2) on a separate instrument for assignment ("stock power") which
should specify the total number of shares to be redeemed; or (3) on all stock
certificates tendered for redemption and, if shares held by the Fund are also
being redeemed, on the letter or stock power.

SHAREHOLDER SERVICES

The following supplements the shareholder services information set forth in
the Portfolio's Prospectuses:

EXCHANGE PRIVILEGE

Institutional Class Shares of the Portfolio may be exchanged for any other
Institutional Class Shares of a Portfolio included in the UAM Funds which is
comprised of the Fund and UAM Funds Trust. Similarly, Institutional Service
Class Shares of the Portfolio may be exchanged for shares of other UAM Funds
Portfolios' Institutional Service Class Shares. (See the list of Portfolios and
classes eligible for

9
<PAGE>

exchange at the end of each Class's Prospectus.) Exchange requests should be
made by calling the Fund (1-800-638-7983) or by writing to UAM Funds, UAM Funds
Service Center, c/o Chase Global Funds Services Company, P.O. Box 2798, Boston,
MA 02208-2798. The exchange privilege is only available with respect to
Portfolios that are registered for sale in the shareholder's state of residence.

Any such exchange will be based on the respective net asset values of the
shares involved. There is no sale commission or charge of any kind. Before
making an exchange into a Portfolio, a shareholder should read its Prospectus
and consider the investment objectives of the Portfolio to be purchased. You may
obtain a Prospectus for the Portfolio(s) you are interested in by calling the
UAM Funds Service Center at 1-800-638-7983.

Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged are held by the Fund for the account of the shareholder and the
registration of the two accounts will be identical. Requests for exchanges
received prior to 4:00 p.m. (Eastern Time) will be processed as of the close of
business on the same day. Requests received after 4:00 p.m. will be processed on
the next business day. Neither the Fund nor the Administrator will be
responsible for the authenticity of the exchange instructions received by
telephone. Exchanges may also be subject to limitations as to amounts or
frequency and to other restrictions established by the Board of Directors to
assure that such exchanges do not disadvantage the Fund and its shareholders.

For Federal income tax purposes an exchange between Portfolios is a taxable
event, and, accordingly, a capital gain or loss may be realized. In a revenue
ruling relating to circumstances similar to the Fund's, an exchange between
series of a Fund was also deemed to be a taxable event. It is likely, therefore,
that a capital gain or loss would be realized on an exchange between Portfolios;
you may want to consult your tax adviser for further information in this regard.
The exchange privilege may be modified or terminated at any time.

MANAGEMENT OF THE FUND

TRUSTEES AND OFFICERS

The Officers of the Fund manage its day-to-day operations and are
responsible to the Fund's Board of Directors. The Directors set broad policies
for the Fund and choose its Officers. The following is a list of the Directors
and Officers of the Fund and a brief statement of their present positions and
principal occupations during the past five years.

MARY RUDIE BARNEBY* Director and Executive Vice President of the Fund;
1133 Avenue of the Americas President of Regis Retirement Plan Services since
New York, NY 10036 1993; Former President of UAM Fund Distributors,
Age 43 Inc.; formerly responsible for Defined Contribution
Plan Services at a division of the Equitable
Companies, Dreyfus Corporation and Merrill Lynch.

JOHN T. BENNETT, JR. Director of the Fund; President of Squam Investment
College Road-RFD 3 Management Company, Inc. and Great Island
Meredith, NH 03253 Investment Company, Inc.; President of Bennett
Age 67 Management Company from 1988 to 1993.

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

10
<PAGE>

PHILIP D. ENGLISH Director of the Fund; President and Chief Executive
16 West Madison Street Officer of Broventure Company, Inc.; Chairman of
Baltimore, MD 21201 the Board of Chektec Corporation and Cyber
Age 47 Scientific, Inc.

WILLIAM A. HUMENUK Director of the Fund; Partner in the Philadelphia
4000 Bell Atlantic Tower office of the law firm Dechert Price & Rhoads;
1717 Arch Street Director, Hofler Corp.
Philadelphia, PA 19103
Age 54

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

PETER M. WHITMAN, JR.* Director of the Fund; President and Chief
One Financial Center Investment Officer of Dewey Square Investors
Boston, MA 02111 Corporation ("DSI") since 1988; Director and Chief
Age 52 Executive Officer of H.T. Investors, Inc., formerly
a subsidiary of DSI.

WILLIAM H. PARK* Vice President of the Fund; Executive Vice
One International Place President and Chief Financial Officer of United
Boston, MA 02110 Asset Management Corporation.
Age 49

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

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

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

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

- --------

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

11
<PAGE>

As of______________________, 1996, the Trustees and Officers of the Fund
owned less than 1% of the Fund's outstanding shares.

REMUNERATION OF TRUSTEES AND OFFICERS

The Fund pays each Trustee, who is not also an officer or affiliated
person, a $150 quarterly retainer fee per active Portfolio which currently
amounts to $4,500 per quarter. In addition, each unaffiliated Trustee receives a
$2,000 meeting fee which is aggregated for all of the Trustees and allocated
proportionately among the Portfolios of the Fund and UAM Funds, Inc. as well as
the AEW Commercial Mortgage Securities Fund, Inc. and reimbursement for travel
and other expenses incurred while attending Board meetings. Trustees who are
also officers or affiliated persons receive no remuneration for their service as
Trustees. The Fund's officers and employees are paid by either the Adviser,
United Asset Management Corporation ("UAM"), or the Administrator and receive no
compensation from the Fund. The following table shows aggregate compensation
paid to each of the Fund's Independent Trustees by the Fund, as well as total
compensation from the Fund, UAM Funds, Inc. and AEW Commercial Mortgage
Securities Fund, Inc. (the "Fund Complex"), respectively, in the fiscal year
ended April 30, 1996.

COMPENSATION TABLE

<TABLE>
<CAPTION>
==============================================================================================================

(1) (2) (3) (4) (5)

Total
Pension or Compensation
Retirement from Registrant
Name of Person, Aggregate Benefits Accrued Estimated Annual and Fund
Position/ Compensation as Part of Fund Benefits Upon Complex Paid to
Date of Birth From Registrant* Expenses Retirement Directors

==============================================================================================================
<S> <C> <C> <C> <C>
John T. Bennett, Jr. $3,397 0 0 $29,600
Trustee

J. Edward Day $3,397 0 0 $29,600
Trustee

Philip D. English $3,397 0 0 $29,600
Trustee

William A. Humenuk $3,397 0 0 $29,600
Trustee
</TABLE>
INVESTMENT ADVISER

CONTROL OF ADVISER

First Pacific Advisors, Inc. (the "Adviser") is an indirect wholly-owned
subsidiary of UAM, a holding company incorporated in Delaware in December 1980
for the purpose of acquiring and owning firms engaged primarily in institutional
investment management. Since its first acquisition in August 1983, UAM has
acquired or organized approximately 45 such wholly-owned affiliated firms (the
"UAM Affiliated Firms"). UAM believes that permitting UAM Affiliated Firms to
retain control over their
12
<PAGE>

investment advisory decisions is necessary to allow them to continue to provide
investment management services that are intended to meet the particular needs of
their respective clients.

Accordingly, after acquisition by UAM, UAM Affiliated Firms continue to
operate under their own firm name, with their own leadership and individual
investment philosophy and approach. Each UAM Affiliated Firm manages its own
business independently on a day-to-day basis. Investment strategies employed and
securities selected by UAM Affiliated Firms are separately chosen by each of
them.

ADVISORY FEES

As compensation for services rendered by the Adviser under the Investment
Advisory Agreement, the Portfolio pays the Adviser an annual fee in monthly
installments, calculated by applying the following annual percentage rate to the
Portfolio's average daily net assets for the month: 1.00%

During the Fund's initial fiscal period ended March 31, 1994, Crescent
Management, the Fund's previous Advisor received advisory fees of $75,407 and
reimbursed expenses of $927. For the fiscal year ended March 31, 1995, the
previous Advisor received advisory fees of $132,646.

PORTFOLIO TRANSACTIONS

The 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 and directs the Adviser to use its best efforts to
obtain the best execution with respect to all transactions for the Portfolio. In
doing so, a Portfolio may pay higher commission rates than the lowest rate
available when the Adviser believes it is reasonable to do so in light of the
value of the research, statistical, and pricing services provided by the broker
effecting the transaction. It is not the 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 Fund's
Portfolios or who act as agents in the purchase of shares of the Portfolios for
their clients. During the fiscal years ended April 30, 1994, 1995 and 1996, the
entire Fund paid brokerage commissions of approximately $__________, $_________
and $______________, respectively. During the Portfolio's initial fiscal period
from June 2, 1993 through March 31, 1994 and for the fiscal years ended March
31, 1995 and 1996, brokerage commissions paid by the Portfolio totalled $38,160,
$51,853, and $____________, respectively.

Some securities considered for investment by the Portfolio may also be
appropriate for other clients served by the Adviser. If purchases or sales of
securities consistent with the investment policies of a 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 manner deemed fair and reasonable by the Adviser. Although
there is no specified formula for allocating such transactions, the various
allocation methods used by the Adviser, and the results of such allocations, are
subject to periodic review by the Fund's Directors.

PERFORMANCE CALCULATIONS

PERFORMANCE

The Portfolio may from time to time quote various performance figures to
illustrate past performance. Performance quotations by investment companies are
subject to rules adopted by the Commission, which require the use of
standardized performance quotations or, alternatively, that every non-
standardized performance quotation furnished by the Fund be accompanied by
certain standardized performance information computed as required by the
Commission. An explanation of those and other methods used to compute or express
performance follows.

13
<PAGE>

YIELD

Current yield reflects the income per share earned by the Portfolio's
investment. The current yield of the Portfolio is determined by dividing the net
investment income per share earned during a 30-day base period by the maximum
offering price per share on the last day of the period and annualizing the
result. Expenses accrued for the period include any fees charged to all
shareholders during the base period.

This figure will be obtained using the following formula:

Yield = 2[( a-b + 1 ) (raised to the 6/th/ power) - 1]
---
cd
where:

a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period that
were entitled to receive income distributions
d = the maximum offering price per share on the last day of the period.

TOTAL RETURN

The average annual total return of the Portfolio is determined by finding
the average annual compounded rates of return over 1, 5 and 10 year periods that
would equate an initial hypothetical $1,000 investment to its ending redeemable
value. The calculation assumes that all dividends and distributions are
reinvested when paid. The quotation assumes the amount was completely redeemed
at the end of each 1, 5 and 10 year period and the deduction of all applicable
Fund expenses on an annual basis.

These figures will be calculated according to the following formula:

P(1+T) (raised to the n/th/ power) = ERV

where:

P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the 1, 5 or 10 year periods at the end of the 1, 5 or 10
year periovds (or fractional portion thereof).

COMPARISONS

To help investors better evaluate how an investment in the Portfolio of the
Fund might satisfy their investment objective, advertisements regarding the Fund
may discuss various measures of Fund performance as reported by various
financial publications. Advertisements may also compare performance (as
calculated above) to performance as reported by other investments, indices and
averages. The following publications, indices and averages may be used:

(a) Dow Jones Composite Average or its component averages - an unmanaged index
composed of 30 blue-chip industrial corporation stocks (Dow Jones
Industrial Average), 15 utilities company stocks and 20 transportation
stocks. Comparisons of performance assume reinvestment of dividends.

14
<PAGE>

(b) Standard & Poor's 500 Stock Index or its component indices - an unmanaged
index composed of 400 industrial stocks, 40 financial stocks, 40 utilities
stocks and 20 transportation stocks. Comparisons of performance assume
reinvestment of dividend.

(c) The New York Stock Exchange composite or component indices - unmanaged
indices of all industrial, utilities, transportation and finance stocks
listed on the New York Stock Exchange.

(d) Wilshire 5000 Equity index or its component indices - represents the return
on the market value of all common equity securities for which daily pricing
is available. Comparisons of performance assume reinvestment of dividends.

(e) Lipper - Mutual Fund Performance Analysis and Lipper - Fixed Income Fund
Performance Analysis - measure total return and average current yield for
the mutual fund industry. Rank individual mutual fund performance over
specified time periods, assuming reinvestment of all distributions,
exclusive of any applicable sales charges.

(f) Morgan Stanley Capital International EAFE Index and World Index -
respectively, arithmetic, market value-weighted averages of the performance
of over 900 securities listed on the stock exchanges of countries in
Europe, Australia and the Far East, and over 1,400 securities listed on the
stock exchanges of these continents, including North America.

(g) Goldman Sachs 100 Convertible Bond Index - currently includes 67 bonds and
33 preferred. The original list of names was generated by screening for
convertible issues of 100 million or greater in market capitalization. The
index is priced monthly.

(h) Salomon Brothers GNMA Index - includes pools of mortgages originated by
private lenders and guaranteed by the mortgage pools of the Government
National Mortgage Association.

(i) Salomon Brothers High Grade Corporate Bond Index - consists of publicly
issued, non-convertible corporate bonds rated AA or AAA. It is a value-
weighted, total return index, including approximately 800 issues with
maturities of 12 years or greater.

(j) Salomon Brothers Broad Investment Grade Bond - is a market-weighted index
that contains approximately 4,700 individually priced investment grade
corporate bonds rated BBB or better, U.S. Treasury/agency issues and
mortgage pass through securities.

(k) Lehman Brothers LONG-TERM Treasury Bond - is composed of all bonds covered
by the Lehman Brothers Treasury Bond Index with maturities of 10 years or
greater.

(l) NASDAQ Industrial Index - is composed of more than 3,000 industrial issues.
It is a value-weighted index calculated on price change only and does not
include income.

(m) Value Line - composed of over 1,600 stocks in the Value Line Investment
Survey.

(n) Russell 2000 - composed of the 2,000 smallest stocks in the Russell 3000, a
market value weighted index of the 3,000 largest U.S. publicly-traded
companies.

15
<PAGE>

(o) Composite indices - 70% Standard & Poor's 500 Stock Index and 30% NASDAQ
Industrial Index; 35% Standard & Poor's 500 Stock Index and 65% Salomon
Brothers High Grade Bond Index; all stocks on the NASDAQ system exclusive
of those traded on an exchange, and 65% Standard & Poor's 500 Stock Index
and 35% Salomon Brothers High Grade Bond Index.

(p) CDA Mutual Fund Report published by CDA Investment Technologies, Inc. -
analyzes price, current yield, risk, total return and average rate of
return (average compounded growth rate) over specified time periods for the
mutual fund industry.

(q) Mutual Fund Source Book published by Morningstar, Inc. - analyzes price,
yield, risk and total return for equity funds.

(r) Financial publications: Business Week, Changing Times, Financial World,
Forbes, Fortune, Money, Barron's, Consumer's Digest, Financial Times,
Global Investor, Wall Street Journal and Weisenberger Investment Companies
Service - publications that rate fund performance over specified time
periods.

(s) Consumer Price Index (or Cost of Living Index), published by the U.S.
Bureau of Labor Statistics - a statistical measure of change over time in
the price of goods and services in major expenditure groups.

(t) Stocks, Bonds, Bills and Inflation, published by Ibbotson Associates -
historical measure of yield, price and total return for common and small
company stock, long-term government bonds, U. S. Treasury bills and
inflation.

(u) Savings and Loan Historical Interest Rates - as published by the U.S.
Savings & Loan League Fact Book.

(v) Historical data supplied by the research departments of First Boston
Corporation; the J.P. Morgan companies; Salomon Brothers; Merrill Lynch,
Pierce, Fenner & Smith; Lehman Brothers, Inc.; and Bloomberg L.P.

In assessing such comparisons of performance, an investor should keep in
mind that the composition of the investments in the reported indices and
averages is not identical to the composition of investments in the Portfolio,
that the averages are generally unmanaged, and that the items included in the
calculations of such averages may not be identical to the formula used by the
Portfolio to calculate its performance. In addition, there can be no assurance
that the Fund will continue this performance as compared to such other averages.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

The Fund was organized under the name "The Regis Fund II," as a Delaware
business trust on May 18, 1994. On October 31, 1995, the name of the Fund was
changed to "UAM Funds Trust". The Fund's principal executive office is located
at One International Place, 44th Floor, Boston, MA 02110; however, all investor
correspondence should be directed to the Fund at UAM Funds Service Center, c/o
Chase Global Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798. 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") of shares of beneficial
interest without further action by shareholders.

16
<PAGE>

On each matter submitted to a vote of the Shareholders, each holder of a
Share shall be entitled to one vote for each whole Share and a fractional vote
for each fractional Share standing in his or her name on the books of the Trust.

In the event of liquidation of the Trust, the holders of the Shares of each
Portfolio or any class thereof that has been established and designated shall be
entitled to receive, when and as declared by the Trustees, the excess of the
assets belonging to that Portfolio, or in the case of a class, belonging to that
Portfolio and allocable to that class, over the liabilities belonging to that
Portfolio or class. The assets so distributable to the holders of Shares of any
particular Portfolio or class thereof shall be distributed to the holders in
proportion to the number of Shares of that Portfolio or class thereof held by
them and recorded on the books of the Trust. The liquidation of any Portfolio or
class thereof may be authorized at any time by vote of a majority of the
Trustees then in office.

Shareholders have no pre-emptive or other rights to subscribe to any
additional Shares or other securities issued by the Trust or any Portfolio,
except as the Trustees in their sole discretion shall have determined by vote.

PRINCIPAL HOLDERS OF SECURITIES

The following persons are beneficial owners of more than 5% of the Fund's
outstanding voting securities as of __________, 1996. An asterisk (*) denotes an
account affiliated with the Fund's investment advisor, officers or trustees:

David Sofro Trust DTD 1990, Van Nuys, CA 91409; %
------
Maple Group, Beverly Hills, CA 90210; %
----
*Crescent Multi-Advisor Fund, LP, Los Angeles, CA; %
------
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The Fund's policy is to distribute substantially all of the Portfolio's net
investment income, if any, together with any net realized capital gains in the
amount and at the times that will avoid both income (including capital gains)
taxes on it and the imposition of the Federal excise tax on undistributed income
and capital gains. (See discussion under "Dividends, Capital Gains Distributions
and Taxes" in the Prospectus.) The amounts of any income dividends or capital
gains distributions cannot be predicted.

Any dividend or distribution paid shortly after the purchase of shares of
the Portfolio by an investor may have the effect of reducing the per share net
asset value of the Portfolio by the per share amount of the dividend or
distribution. Furthermore, such dividends or distributions, although in effect a
return of capital, are subject to income taxes as set forth in the Prospectus.

As set forth in the Prospectus, unless the shareholder elects otherwise in
writing, all dividend and capital gains distributions are automatically received
in additional shares of the Portfolio at net asset value (as of the business day
following the record date). This will remain in effect until the Fund is
notified by the shareholder in writing at least three days prior to the record
date that either the Income Option (income dividends in cash and capital gains
distributions in additional shares at net asset value) or the Cash Option (both
income dividends and capital gains distributions in cash) has been elected. An
account statement is sent to shareholders whenever an income dividend or capital
gains distribution is paid.

17
<PAGE>

The Portfolio will be treated as a separate entity (and hence as a separate
"regulated investment company") for Federal tax purposes. Any net capital gains
recognized by the Portfolio will be distributed to its investors without need to
offset (for Federal income tax purposes) such gains against any net capital
losses of another Portfolio.

FEDERAL TAXES

In order for the Portfolio to continue to qualify for Federal income tax
treatment as a regulated investment company under the Code, at least 90% of its
gross income for a taxable year must be derived from qualifying income, i.e.,
dividends, interest, income derived from loans of securities, and gains from the
sale of securities or foreign currencies or other income derived with respect to
its business of investing in such securities or currencies. In addition, gains
realized on the sale or other disposition of securities held for less than three
months must be limited to less than 30% of the Portfolio's annual gross income.

The Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for Federal income tax purposes. Shareholders
will be advised on the nature of the payments.

CODE OF ETHICS

The Fund has adopted a Code of Ethics which restricts to a certain extent
personal transactions by access persons of the Fund and imposes certain
disclosure and reporting obligations.

18
<PAGE>

APPENDIX
DESCRIPTION OF CORPORATE BOND RATINGS*

MOODY'S INVESTORS SERVICE, INC. CORPORATE BOND RATINGS:

AAA - Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuations or protective elements
may be of greater amplitude or there may be other elements present which make
long-term risks appear somewhat larger than in Aaa securities.

A - Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

BAA - Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

BA - Bonds which are rated Ba are judged to have speculative elements: their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

STANDARD & POOR'S CORPORATION CORPORATE BOND RATINGS:

AAA - Bonds rated AAA are highest grade debt obligations. This rating indicates
an extremely strong capacity to pay principal and interest.

AA - Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

A - Bonds rated A have a strong capacity to pay principal and interest, although
they are more susceptible to the adverse effects of changes in circumstances and
economic conditions.

19
<PAGE>

BBB - Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

BB, B - Bonds rated BB and B are regarded, on balance, as predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligation. While such bonds will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

Ratings may be modified by the addition of a plus or minus sign to show relative
standing within the major rating categories.

*Ratings are generally given to securities at the time of issuance. While the
rating agencies may from time to time revise such ratings, they undertake no
obligation to do so.

20
<PAGE>

PART C
UAM FUNDS TRUST
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS:

1. Post-Effective Amendment No. 10 was filed to comply with the
Registrant's undertaking to file a Post-Effective Amendment containing
reasonably current financial statements, which need not be audited, within four
to six months of the commencement date of the IRC Enhanced Index Portfolio
Institutional Class Shares (the "Portfolio"). The following audited (and
unaudited) financial statements for the Portfolio were included in Part B of the
Post-Effective Amendment:

(a) Statement of Net Assets as of May 31, 1996

(b) Statement of Operations for the period ended May 31, 1996

(c) Statement of Changes in Net Assets for the period ended April 30,
1996 (audited) and Statement of Changes in Net Assets for the
one-month period ended May 31, 1996 (unaudited)

(d) Financial Highlights as of April 30, 1996 and May 31, 1996

(e) Notes to Financial Statements

2. Post-Effective Amendment No. 9 was filed to comply with the
Registrant's undertaking to file a Post-Effective Amendment containing
reasonably current financial statements, which need not be audited, within four
to six months of the commencement date of the BHM&S Total Return Bond Portfolio
Institutional and Institutional Service Class Shares (the "Portfolio"). The
following unaudited financial statements for the Portfolio were included in Part
B of the Post-Effective Amendment:

(a) Statement of Net Assets as of March 31, 1996;

(b) Statement of Operations for the period ended March 31, 1996;

(d) Financial Highlights as of March 31, 1996; and

(e) Notes to Financial Statements.

3. Post-Effective Amendment No. 8 was filed to comply with the
Registrant's undertaking to file a Post-Effective Amendment containing
reasonable current financial statements, which need not be audited, within four
to six months of the commencement date of the Newbold's Equity Portfolio and the
TJ Core Equity Portfolio (the "Portfolios"). The following unaudited financial
statement, for the Portfolios were included in Part B of the Post-Effective
Amendment:

(a) Statement of Net Assets as of February 29, 1996;

(b) Statement of Operations for the period ended February 29, 1996;

(d) Financial Highlights as of February 29, 1996;

(e) Notes to Financial Statements.
<PAGE>

4. The Annual Reports of the Chicago Asset Management Intermediate Bond
Portfolio, the Chicago Asset Management Value/Contrarian Portfolio and the MJI
International Equity Portfolio (the "Portfolios") are incorporated by reference
in their respective SAIs. The Annual Reports for the fiscal year ended April 30,
1995 have previously been filed with the Securities and Exchange Commission (the
"Commission"). The audited financial statements included in the Annual Reports
are:

(a) Statement of Net Assets as of April 30, 1995;

(b) Statement of Operations for the period ended April 30, 1995;

(d) Financial Highlights as of April 30, 1995;

(e) Notes to Financial Statements; and

(f) Report of Independent Accountants.
<PAGE>

(B) EXHIBITS

Exhibits previously filed by the Fund are incorporated by reference to such
filings. The following table describes the location of all exhibits. In the
table, the following reference is used: PEA8 = Post-Effective Amendment No. 8
filed on March 13, 1996, PEA7 = Post-Effective Amendment No. 7 filed on August
28, 1995, PEA4 = Post-Effective Amendment No. 4 filed on February 9, 1995,
PEA3 = Post-Effective Amendment No. 3 filed on December 14, 1994, PEA2 = Post-
Effective Amendment No. 2 filed on November 25, 1994, PEA1 = Post-Effective
Amendment No. 1 filed on November 15, 1994, RS = original Registration Statement
on Form N-1A filed June 3, 1994; Pre EA = Pre-Effective Amendment No. 1 filed
August 24, 1994.

<TABLE>
<CAPTION>
Exhibit Incorporated by
- ------- ---------------
Reference to (Location):
------------------------
<S> <C>
1 Declaration of Trust RS
A. Certificate of Amendment to PEA
Certificate of Trust

2 By-Laws RS

3 Not Applicable

4 Specimen Share Certificate PEA1, PEA2, PEA3, PEA4, PEA11, Filed herewith

5 Forms of Investment Advisory Agreements RS, PEA1, PEA2, PEA3, PEA4, Filed herewith

6 Form of Distribution Agreement RS

7 Not Applicable

8 Form of Custody Agreements RS

9 Form of Fund Administration Agreement Pre EA

10 Opinion and Consent of Counsel Pre EA

11 Consent of Independent Accountants
A. Consent of Independent Accountants
with respect to 1995
Annual Reports PEA7

12 Other Financial Statements
A. 1995 Annual Reports PEA7

13 Agreement for Providing Initial Capital Pre EA

14 Not Applicable

15 Not Applicable

16 Not Applicable

18. Rule 18f-3 Multiple Class Plan PEA 8

24. Powers of Attorney RS, PEA7

27. Financial Data Schedules for the period
ended April 30, 1996 and one month period ended
May 31, 1996 PEA #10
</TABLE>

<PAGE>

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Registrant is not controlled by or under common control with any person.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

<TABLE>
<CAPTION>
NUMBER OF RECORDHOLDERS
TITLE OF CLASS OR SERIES AS OF MAY 31, 1996
- ------------------------ -----------------
<S> <C>
BHM&S Total Return Bond Portfolio Institutional Class Shares.............................. 2
BHM&S Total Return Bond Portfolio Institutional Service Class Shares......................10
Chicago Asset Management Value/Contrarian Portfolio Institutional Class Shares............11
Chicago Asset Management Intermediate Bond Portfolio Institutional Class Shares........... 7
IRC Enhanced Index Portfolio Institutional Class Shares................................... 8
MJI International Equity Portfolio Institutional Class Shares.............................47
Newbold's Equity Portfolio Institutional Class Shares.....................................21
TJ Core Equity Portfolio Institutional Service Class Shares............................... 5
</TABLE>

ITEM 27. INDEMNIFICATION

Reference is made to Article VI of Registrant's Declaration of Trust, which is
incorporated herein by reference. Registrant hereby also makes the undertaking
consistent with Rule 484 under the Securities Act of 1933, as amended.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Reference is made to the caption "Fund Management and Administration" in the
Prospectuses constituting Part A of this Registration Statement and "Investment
Adviser" in Part B of this Registration Statement. The information required by
this Item 28 with respect to each director, officer, or partner of each
investment adviser of the Registrant is incorporated by reference to the Forms
ADV filed by the investment advisers listed below with the Securities and
Exchange Commission pursuant to the Investment Advisers Act of 1940, as amended,
on the dates and under the File numbers indicated:

<TABLE>
<CAPTION>
Investment Adviser Date Filed File No.
- ------------------ ---------- --------
<S> <C> <C>
First Pacific Advisors, Inc. March 28, 1996 801-39512

Chicago Asset Management Company March 7, 1996 801-20197

Murray Johnstone International Ltd. May 5, 1995 801-34926

Newbold's Asset Management, Inc. April 6, 1995 801-33560

Tom Johnson Investment Management, Inc. March 25, 1995 801-42549

Dwight Asset Management Company April 10, 1995 801-45304

Lotsoff Capital Management April 10, 1995 801-19825
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
Investment Research Company April 16, 1995 801-31292

Hanson Investment Management Company April 10, 1995 801-14817

Barrow, Hanley, Mewhinney & Strauss, Inc. April 4, 1995 801-31237
</TABLE>

Chicago Asset Management Company, Murray Johnstone International Ltd., Newbold's
Asset Management, Inc., Tom Johnson Investment Management, Inc., Dwight Asset
Management Company, Investment Research Company, Hanson Investment Management
Company and Barrow, Hanley, Mewhinney & Strauss, Inc. are wholly-owned
affiliates of United Asset Management Corporation ("UAM"), a Delaware
Corporation owning firms engaged primarily in institutional investment
management.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) UAM Fund Distributors, the firm which acts as sole distributor of the
Registrant's shares, also acts as sole distributor for UAM Funds, Inc.

(b) Not applicable.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

The books, accounts and other documents required by Section 31(a) under the
Investment Company Act of 1940, as amended, and the rules promulgated thereunder
will be maintained in the physical possession of the Registrant, the
Registrant's Advisers, the Registrant's Sub-Transfer and Sub-Administrative
Agent (Chase Global Funds Services Company, 73 Tremont Street, Boston,
Massachusetts 02108) and the Registrant's Custodian Bank.

ITEM 31. MANAGEMENT SERVICES

Not Applicable
<PAGE>

ITEM 32. UNDERTAKINGS

(a) Not applicable

(b) Not applicable (Portfolio will continue operations of an existing
portfolio of another Registrant, after a reorganization)

(c) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.

(d) Registrant hereby undertakes to call a meeting of shareholders for the
purpose of voting upon the question of the removal of a Trustee or
Trustees when requested in writing to do so by the holders of at least
10% of the Registrant's outstanding shares and in connection with such
meeting to comply with the provisions of Section 16(c) of the
Investment Company Act of 1940, as amended, relating to shareholder
communications.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston and Commonwealth of
Massachusetts on the 17th day of July, 1996.

UAM FUNDS TRUST

*
----------------------
Norton H. Reamer
Chairman and President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:

* , Chairman and President July 17, 1996
- --------------------------
Norton H. Reamer

* , Trustee July 17, 1996
- --------------------------
Mary Rudie Barneby

* , Trustee July 17, 1996
- -------------------------
John T. Bennett, Jr.

* , Trustee July 17, 1996
- -------------------------
J. Edward Day

* , Trustee July 17, 1996
- -------------------------
Philip D. English

* , Trustee July 17, 1996
- -------------------------
William A. Humenuk

* , Trustee July 17, 1996
- -------------------------
Peter M. Whitman, Jr.

/s/ Gary L. French , Treasurer July 17, 1996
- -------------------------
Gary L. French

/s/ Karl O. Hartmann July 17, 1996
- -------------------------
* Karl O. Hartmann
(Attorney-in-Fact)

<PAGE>

UAM FUNDS TRUST
(FORMERLY THE REGIS FUND II)

FILE NOS. 811-8544/33-79858

POST-EFFECTIVE AMENDMENT NO. 12

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4 Specimen Share Certificate

5 Form of Investment Advisory Agreement
</TABLE>

<PAGE>

EXHIBIT 4

NUMBER SHARES
[ ] [ ]

UAM FUNDS TRUST

FPA CRESCENT PORTFOLIO
INSTITUTIONAL CLASS SHARES

SHARES OF BENEFICIAL INTEREST,
WITHOUT PAR VALUE

CUSIP #:

THIS CERTIFIES THAT
SPECIMEN ORGANIZED UNDER
THE LAWS OF THE
STATE OF DELAWARE

IS THE OWNER OF

TRANSFERABLE ONLY ON THE BOOKS OF THE ABOVE TRUST BY THE HOLDER HEREOF
IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS
CERTIFICATE PROPERLY ENDORSED.

THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE ISSUED AND
SHALL BE HELD SUBJECT TO ALL OF THE PROVISIONS OF THE AGREEMENT AND
DECLARATION OF TRUST OF UAM FUNDS TRUST TO ALL OF WHICH THE HOLDER BY
ACCEPTANCE HEREOF ASSENTS. THIS CERTIFICATE IS NOT VALID UNTIL
COUNTERSIGNED BY THE TRANSFER AGENT. WITNESS, THE FACSIMILE SEAL OF
UAM FUNDS TRUST AND THE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS.

DATED: COUNTERSIGNED AND REGISTERED:
THE CHASE MANHATTAN BANK,
TRANSFER AGENT AND REGISTRAR

SPECIMEN
PRESIDENT TREASURER BY
AUTHORIZED SIGNATURE
<PAGE>

UAM FUNDS TRUST

THE TRUST WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER UPON REQUEST A
FULL STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND
OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH
CLASS WHICH THE PORTFOLIO IS AUTHORIZED TO ISSUE. SUCH REQUEST MAY BE MADE
TO THE TRANSFER AGENT OF THE COMPANY AT ITS OFFICE IN BOSTON,
MASSACHUSETTS.

THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE INSCRIPTION ON THE FACE
OF THIS CERTIFICATE, SHALL BE CONSTRUED AS THOUGH THEY WERE WRITTEN
OUT IN FULL ACCORDING TO APPLICABLE LAWS OR REGULATIONS.

TEN COM - as tenants in common UNIF GIFT MIN ACT _______ Custodian _______
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minor
Act

JT TEN - as joint tenants with right of survivorship and not as tenants in
common ______________
(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED ____________ HEREBY SELL ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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

- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

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

- --------------------------------------------------------------------------------
SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT

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

ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED PORTFOLIO
WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.

DATED ________________ 19___

SIGNATURE GUARANTEED

___________________________________

__________________________________________
(SIGNATURE OF SELLER MUST BE GUARANTEED)
<PAGE>

EXHIBIT 4

NUMBER SHARES
[ ] [ ]

UAM FUNDS TRUST

FPA CRESCENT PORTFOLIO
INSTITUTIONAL SERVICE CLASS SHARES

SHARES OF BENEFICIAL INTEREST,
WITHOUT PAR VALUE

CUSIP #:

THIS CERTIFIES THAT
SPECIMEN ORGANIZED UNDER
THE LAWS OF THE
STATE OF DELAWARE

IS THE OWNER OF

TRANSFERABLE ONLY ON THE BOOKS OF THE ABOVE TRUST BY THE HOLDER HEREOF
IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS
CERTIFICATE PROPERLY ENDORSED.

DATED: COUNTERSIGNED AND REGISTERED:
THE CHASE MANHATTAN BANK,
TRANSFER AGENT AND REGISTRAR

SPECIMEN
PRESIDENT TREASURER BY
AUTHORIZED SIGNATURE
<PAGE>

UAM FUNDS TRUST

THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE INSCRIPTION ON THE FACE
OF THIS CERTIFICATE, SHALL BE CONSTRUED AS THOUGH THEY WERE WRITTEN
OUT IN FULL ACCORDING TO APPLICABLE LAWS OR REGULATIONS.

TEN COM - as tenants in common UNIF GIFT MIN ACT _______ Custodian _______
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minor
Act

JT TEN - as joint tenants with right of survivorship and not as tenants in
common ______________
(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED ____________ HEREBY SELL ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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

- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

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

- --------------------------------------------------------------------------------
SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT

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

ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED PORTFOLIO
WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.

DATED ________________ 19___

SIGNATURE GUARANTEED

___________________________________

__________________________________________
(SIGNATURE OF SELLER MUST BE GUARANTEED)

<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.

1
<PAGE>

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.

2
<PAGE>

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.

3
<PAGE>

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'

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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.

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