U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
UAM Funds Trust
One International Place
Boston, Massachusetts 02110
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2. Name of each series or class of funds for which this notice is
filed:
FPA Crescent Portfolio Institutional Class Shares
FPA Crescent Portfolio Institutional Service Class Shares
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3. Investment Company Act File Number: 811-8544
Securities Act File Number: 33-79858
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4. Last day of fiscal year for which this notice is filed:
March 31, 1997
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5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
None
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7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year:
None
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8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the
fiscal year:
The number and aggregate sale price of securities sold during
the fiscal year were 3,065,530 and $40,879,977, respectively.
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10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
The number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2 were 3,065,530 and $40,879,977, respectively.
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11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
The number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment plans
were 247,300 and $3,165,120, respectively.
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12. Calculation of registration fee:
(i) Aggregate sale price of
securities sold during the fiscal
year in reliance on rule 24f-2
(from Item 10): $ 40,879,977
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 3,165,120
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year (if applicable): - 2,293,356
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(iv) Aggregate price of shares
redeemed or repurchased and
previously applied as a
reduction to filing fees
pursuant to rule 24e-2
(if applicable): + 0
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(v) Net aggregate price of
securities sold and issued
during the fiscal year in
reliance on rule 24f-2
[line (i), plus line (ii)
less line (iii), plus line
(iv))] (if applicable): $ 41,751,741
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(vi) Multiplier prescribed by
Section 6(b) of the Securities
Act of 1933 or other applicable
law or regulation (see
Instruction c.6): x 1/33 of 1%
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(vii) Fee due [line (i) or line
(v) multiplied by line (vi)]: $ 12,652.04
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Instruction: Issuers should complete line (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules
of Informal and Other Procedures (17CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: May 28, 1997
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SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)* /s/ Karl O. Hartmann
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Karl O. Hartmann, Assistant Secretary
Date May 28, 1997
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* Please print the name and title of the signing officer below the signature.
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Law Offices
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 ONE COMMERCE SQUARE
PHILADELPHIA, PENNSYLVANIA 19103-7098
(215) 564-8000
Direct Dial:
(215) 564-8101
May 6, 1997
UAM Funds Trust
73 Tremont Street
Boston, MA 02108-3913
Re: FPA Crescent Portfolio Institutional Class Shares
FPA Crescent Portfolio Institutional Service Class Shares
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Gentlemen:
You have informed us that, in accordance with Rule
24f-2 under the Investment Company Act of 1940, as amended, (the
"1940 Act"), UAM Funds Trust, a Delaware business trust (the
"Fund") intends to file a Rule 24f-2 Notice with the United States
Securities and Exchange Commission (the "SEC") with respect
to the FPA Crescent Portfolio Institutional Class Shares and
the FPA Crescent Portfolio Institutional Service Class Shares
(the "Portfolio"). The Rule 24f-2 Notice will set forth, among
other things, that during the Portfolio's fiscal year ended
March 31, 1997, the Fund elected to register an indefinite
number of shares of beneficial interest, the Portfolio sold
3,065,530 shares of beneficial interests under Rule 24f-2 and
the Fund made definite the number of shares of beneficial interest
of the Portfolio registered under the Securities Act of 1933
(the "1933 Act") for the fiscal year.
You have also informed us that all such shares were
issued in accordance with the provisions relating thereto in the
registration statement filed by the Fund under the 1933 and the
1940 Acts.
We have acted as legal counsel to the Fund during the
period of time referred to above and, as such, have reviewed the
Agreement and Declaration of Trust of the Fund, its Bylaws, its
registration statement and amendments thereto as filed with the
SEC under the 1940 and the 1933 Acts, and such minutes of the Fund's
proceedings and other documents as we deem material to our opinion.
<PAGE>
UAM Funds Trust
May 6, 1997
Page 2
Based on the foregoing, we are of the opinion that the
shares of beneficial interest of the Portfolio of the Fund, sold
pursuant to Rule 24f-2 during the fiscal year ending March 31, 1997,
were fully-paid, non-assessable and legally issued shares of beneficial
interest of the Fund.
We hereby consent to the filing of this opinion with
the United States Securities and Exchange Commission as an
exhibit or accompaniment to the aforementioned Rule 24f-2 Notice,
as an exhibit to the Fund's amendment to its registration
statement under the 1933 Act, and to the reference to us in the
prospectus of the Fund as legal counsel who has passed upon the
legality of the offering of such shares of beneficial interest.
We also consent to the filing of this opinion with the securities
regulatory agencies of any states or other jurisdiction in which
such shares of beneficial interest are offered for sale.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By: /s/ Audrey C. Talley
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Audrey C. Talley, a Partner
