SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Filed by a Party other than the Registrant [ ]
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[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or
ss.240.14a-12
UAM Funds Trust - SEC File Nos. 33-25355, 811-5683
(Name of Registrant as Specified In Its Charter)
............................................................
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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2) Aggregate number of securities to which transaction
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the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
UAM FUNDS TRUST
FPA Crescent Portfolio
(Institutional Service Class Shares)
UAM Funds Service Center
P.O. Box 419081
Kansas City, MO 64141-6081
1-877-UAM-Link
July 16, 1999
Dear Shareholder:
Enclosed you will find a proxy statement and proxy card
for a special meeting of shareholders of Institutional
Service Class Shares of the FPA Crescent Portfolio. This is
a very important meeting, which has been called to vote on
a proposal to liquidate your Class.
The Board of Trustees of UAM Funds Trust after thorough
discussion and consideration, has decided to recommend
the liquidation of the Institutional Service Class of the
Portfolio, but believes that since this is your investment
capital, the final decision on this matter should be made by
you, the shareholders. The Board's reasons for
recommending this course are described in the enclosed
proxy statement, which you should consider carefully.
If the shareholders approve the recommendation to
liquidate Institutional Service Class of the Portfolio, the
Portfolio will return to you the proceeds of the liquidation
of your account. Once you receive your proceeds, you may
pursue any investment option you wish. The Portfolio will
continue to offer an Institutional Class of shares, which
have lower expenses than the Institutional Service Class.
You may easily reinvest your proceeds from the liquidation
in Institutional Class shares of the Portfolio by contacting a
shareholder service representative at 1-877-UAM-LINK.
The Board of Trustees regrets any inconvenience this may
cause you. We thank you, however, for the confidence that
you placed in us. We continue to wish you well in your
investments.
Sincerely,
Norton H. Reamer
Chairman
UAM FUNDS TRUST
FPA Crescent Portfolio
(Institutional Service Class Shares)
UAM Funds Service Center
P.O. Box 419081
Kansas City, MO 64141-6081
1-877-UAM-LINK
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held July 30, 1999
TO THE SHAREHOLDERS OF
INSTITUTIONAL SERVICE CLASS SHARES OF
FPA CRESCENT PORTFOLIO:
Notice is hereby given that a special meeting of
shareholders (the "Special Meeting") of the Institutional
Service Class (" the Class") of FPA Crescent Portfolio (the
"Portfolio"), a series of UAM Funds Trust (the "Fund"),
will be held on July 30, 1999 at the offices of UAM Fund
Services, Inc., 211 Congress Street, Boston, Massachusetts
02110 at 10:00 a.m. local time. The purpose of the Special
Meeting is:
? to consider a proposal to liquidate and dissolve the
Class, as set forth in a Plan of Liquidation and
Dissolution adopted by the Board of Trustees of the
Fund; and
? to transact such other business as may properly come
before the Special Meeting or any adjournment thereof.
Please read the enclosed proxy statement carefully for
information concerning the proposal to be placed before the
meeting.
Shareholders of record at the close of business on July 7,
1999 will be entitled to vote at the meeting. You are
invited to attend the Special Meeting, but if you cannot do
so, please complete and sign the enclosed proxy, and return
it in the accompanying envelope as promptly as possible.
Any shareholder attending the Special Meeting may vote in
person even though a proxy has already been returned.
By Order of the Board of Trustees,
Michael E. DeFao
Secretary
Boston, Massachusetts
July 16, 1999
UAM FUNDS TRUST
FPA Crescent Portfolio
(Institutional Service Class Shares)
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Trustees of UAM Funds
Trust (the "Fund") on behalf of FPA Crescent Portfolio (the
"Portfolio"), a separate series of the Fund, for use at a Special
Meeting of Shareholders to be held at UAM Fund Services, Inc.,
211 Congress Street, Boston, Massachusetts on July 30, 1999 at
10:00 a.m. local time, or at any adjournment thereof (the
"Special Meeting").
Proxy Solicitation
All proxies in the enclosed form that are properly executed and
returned to the Portfolio will be voted as provided therein at the
Special Meeting or at any adjournment thereof. A shareholder
executing and returning a proxy has the power to revoke it at any
time before it is exercised by giving written notice of such
revocation to the Secretary of the Fund. Signing and mailing the
proxy will not affect your right to give a later proxy or to attend
the Special Meeting and vote your shares in person.
The Board of Trustees intends to bring before the Special
Meeting the sole matter set forth in the foregoing notice. The
persons named in the enclosed proxy and acting thereunder will
vote with respect to that item in accordance with the directions
of the shareholder as specified on the proxy card. If no choice is
specified, the shares will be voted in favor of (i) the proposal to
liquidate and dissolve the Institutional Service Class ("Class") of
the Portfolio and return the proceeds to the shareholders of the
Class; and (ii) in the discretion of the proxies, any other matter
not presently known which may properly come before the
meeting or any adjournment thereof.
In accordance with the Agreement and Declaration of Trust of
the Fund and the General Laws of the State of Delaware,
approval of the proposal requires the affirmative vote of a
majority of the shares of the Class voted at a meeting at which a
quorum is present. The presence in person or by proxy of the
holders of thirty percent of the shares of the Class entitled to vote
will constitute a quorum. For purposed of determining the
presence of a quorum, abstentions, broker non-votes or withheld
votes will be counted as present.
The Class will bear the entire cost of preparing, printing and
mailing this proxy statement, the proxies and any additional
materials which may be furnished to shareholders. Solicitation
may be undertaken by mail, telephone, telegraph, and personal
contact. It is expected that this Proxy Statement and form of
proxy will be mailed to shareholders on or about July 16, 1999.
Voting Securities and Principal Holders Thereof
Holders of record of the shares of the Class at the close of
business on July 7, 1999, will be entitled to vote at the Special
Meeting or any adjournment thereof. As of July 1, 1999, the
Class had outstanding _________ shares. The shareholders are
entitled to one vote per share on all business to come before the
meeting.
The officers and Trustees of the Fund as a group beneficially
own in the aggregate none of the outstanding shares of the Class.
As of July 1, 1999, the following shareholders owned of record
or beneficially more than five percent of the outstanding shares
of the Class:
[insert list]
___________
* Denotes shares held by a trustee or fiduciary for which
beneficial ownership is disclaimed or presumed disclaimed.
PROPOSAL FOR LIQUIDATION OF THE PORTFOLIO
Background
The Class began operations on January 27, 1997, as a separate
Class of the Portfolio. During the period from commencement
of operations through July 1, 1999, the Class' assets reached a
level of $______. The Portfolio has invested primarily in a
combination of equity and debt securities using a variety of
investment techniques during this period. During this period, the
Board of Trustees has considered the total asset level of the
Class, the performance of the Class both before and after
deducting certain expenses arising from the operation of the
Class and the impact on the investment results of the Class of the
relatively small size of the Class.
First Pacific Advisors, Inc. (the "Adviser"), the Portfolio's
investment adviser, created the Class primarily to provide an
attractive investment option for 401(k) plans. The Adviser relied
almost exclusively on UAM Retirement Plan Services, Inc., a
wholly-owned subsidiary of United Asset Management
Corporation designed to service 401(k) and other retirement
plans, to market shares of the Class. When UAM Retirement
Plan Services ceased providing these services in late 1998, many
of the retirement plans that it serviced withdrew their assets from
the Class. As a result, the assets attributable to the Class
decreased from a high of approximately $20 million to
approximately $____ million as of July 1, 1999. Without an
alternate distribution channel, the Adviser believes that the
prospect for renewed growth of the assets of the Class is severely
limited.
Given this decrease, the assets attributable to the Class are not
sufficient to allow the Class to maintain a size adequate, in the
judgment of the Board, to spread expenses over a sufficient asset
base and provide a satisfactory return to shareholders. As a
result, the Board instructed the officers of the Fund to investigate
what, if any, additional steps or alternative courses would best
serve the interest of shareholders.
The officers of the Fund sought to determine whether a merger
or transfer of assets would be possible, and if it would produce
desirable results for shareholders. After reviewing current market
conditions, the relatively small size of the portfolio and the time
and effort required to effect a transaction, management of the
Fund believed that the expense of a merger or transfer of the
assets to another mutual fund are greater than the benefits
stockholders of the portfolio could expect to realize from such a
transaction. The officers investigated the steps required for
liquidation of the Class, subject to presentation of a final report
to the Board.
At a June 17, 1999, meeting, the Board reviewed the limited
prospects for renewed growth of the assets of the Class, the
efforts and expenses of the Distributor to distribute shares of the
Class, and the effect of the operating expenses on the historic
and anticipated returns of shareholders. For the most recent fiscal
year, the expenses of the Class were 1.73% of the average net
assets of the Class. The expense ratio of the Class is expected to
be substantially the same for the present fiscal year, and is
expected to increase for the next fiscal year at the current net
asset level.
The Board concluded that the presence of larger funds with
similar objectives better able to operate on an efficient basis and
provide higher returns to shareholders, made it unlikely that the
Class could achieve a significant increase in asset size and
achieve economies of scale. The Board therefore concluded that
it would be in the interest of the shareholders of the Class to
liquidate the Class promptly, in accordance with a Plan of
Liquidation and Dissolution. (See "General Tax Consequences"
below.)
Plan of Liquidation and Dissolution
The Board of Trustees has approved the Plan of Liquidation and
Dissolution (the "Plan") summarized in this section and set forth
as Exhibit A to this proxy statement.
1. Effective Date of the Plan and Cessation of the Business
of the Class. The Plan will become effective on the date of its
adoption and approval by a majority of the outstanding shares of
the Class. Following this approval, the Portfolio (i) will cease to
invest its assets attributable to the Class in accordance with its
investment objective and will sell the portfolio securities it owns
in order to convert its assets attributable to the Class to cash; (ii)
will not engage in any business activities except for the purposes
of winding up the business and affairs of the Class, preserving
the value of the assets of the Class and distributing the assets
attributable to the Class to shareholders after the payment to (or
reservation of assets for payment to) all creditors of the Class;
and (iii) the Class will terminate in accordance with the laws of
the State of Delaware and the Declaration of Trust of the Fund.
2. Closing of Books and Restriction of Transfer and
Redemption of Shares. The proportionate interests of
shareholders in the assets shall be fixed on the basis of their
respective holdings on the Effective Date of the Plan. On such
date the books of the Class will be closed and the shareholders'
respective assets will not be transferable by the negotiation of
share certificates. (Plan, Section 4)
3. Liquidating Distribution. As soon as possible after
approval of the Plan, and in any event within fourteen days
thereafter, the Fund on behalf of the Portfolio will mail the
following to each shareholder of record of the Class on the
effective date of the Plan: (i) to each shareholder not holding
stock certificates of the Class, liquidating cash distribution equal
to the shareholder's proportionate interest in the net assets of the
Class, (ii) to each shareholder holding stock certificates of the
Class, a confirmation showing such shareholder's proportionate
interest in the net assets of the Class with an advice that such
shareholder will be paid in cash upon return of the stock
certificates; and (iii) information concerning the sources of the
liquidating distribution. (Plan, Section 7)
4. Expenses. The Class will bear all expenses incurred by
it in carrying out the Plan. It is expected that other liabilities of
the Class incurred or expected to be incurred prior to the date of
the liquidating distribution will be paid by the Class, or set aside
for payment, prior to the mailing of the liquidating distribution.
The liabilities of the Class relating to the Plan are estimated at no
more than $_____, which includes legal and auditing expenses
and printing, mailing, soliciting and miscellaneous expenses
arising from the liquidation, which the Class normally would not
incur if it were to continue in business. If the Class incurs more
than $_________ in additional liabilities to liquidate the Class,
such expenses will be paid by the Adviser. The total liabilities
of the Class prior to the liquidating distribution are estimated to
be $____. This amount includes the dissolution expenses
referred to above and amounts accrued, or anticipated to be
accrued, for custodial and transfer agency services, legal audit
and directors fees and printing costs. Any expenses and
liabilities attributed to the Class subsequent to the mailing of the
liquidating distribution will be borne by the Adviser. (Plan,
Section 6 and 8)
5. Continued Operation of the Class. After the date of
mailing of the liquidating distribution, the dissolution of the
Class will be effected. The Plan provides that the Trustees shall
have the authority to authorize such variations from or
amendments of the provisions of the Plan as may be necessary or
appropriate to marshal the assets of the Class and to effect the
dissolution, complete liquidation and termination of the
existence of the Class and the purposes to be accomplished by
the Plan. (Plan, Sections 9 and 10)
General Tax Consequences.
In general, each shareholder who receives a liquidating
distribution will recognize gain or loss for federal income tax
purposes equal to the excess of the amount of the distribution
over the shareholder's tax basis in the Class' shares. Assuming
that the shareholder holds such shares as capital assets, such gain
or loss will be capital gain or loss and will be long-term or short-
term capital gain depending on the shareholder's holding period
for the shares.
The tax consequences discussed herein may affect shareholders
differently depending upon their particular tax situations
unrelated to the liquidating distribution, and accordingly, this
summary is not a substitute for careful tax planning on an
individual basis. Shareholders may wish to consult their
personal tax advisers concerning their particular tax
situations and the impact thereon of receiving the liquidating
distribution as discussed herein, including any state and local
tax consequences.
The Fund anticipates that it will retain its qualification as a
regulated investment company under the Internal Revenue Code,
as amended, during the liquidation period and, therefore, will not
be taxed on any of its net income from the sale of its assets.
Representatives of PricewaterhouseCoopers LLP, independent
accountants for the Fund, are not expected to be present at the
Special Meeting.
If the shareholders do not approve the Plan, the Class will
continue to exist and operate in accordance with its stated
objective and policies. The Board would meet to consider what,
if any, steps to take in the interest of shareholders.
Shareholders are free to redeem their shares prior to the
liquidation.
THE DIRECTORS OF THE FUND RECOMMEND
APPROVAL OF THE PLAN.
GENERAL INFORMATION
Investment Adviser, Principal Underwriter and
Administrator.
The investment adviser to the Portfolio is First Pacific Advisors,
Inc., 11400 West Olympic Boulevard, Suite 1200, Los Angeles,
CA 90064. The Portfolio's principal underwriter is UAM Fund
Distributors, Inc., 211 Congress Street, Boston, Massachusetts
02110. The Portfolio's administrator is UAM Fund Services,
Inc., located at 211 Congress Street, Boston, Massachusetts
02110. The investment adviser, principal underwriter and
administrator for the Portfolio are wholly owned subsidiaries of
United Asset Management Corporation. UAM Fund Services,
Inc. has sub-contracted some administrative services to Chase
Global Funds Services Company, an affiliate of The Chase
Manhattan Bank, located at 73 Tremont Street, Boston,
Massachusetts 02108. UAM Fund Services, Inc. has
subcontracted its transfer agent and dividend-disbursing agent
services to DST Systems, Inc., located at P.O. Box 419534,
Kansas City, Missouri 64141-6534. UAM Fund Services, Inc.
has subcontracted sub-shareholder servicing to UAM
Shareholder Service Center, Inc., an affiliate of United Asset
Management Corporation, located at 825 Duportail Road,
Wayne, Pennsylvania 19087.
Reports to Shareholders and Financial Statements.
The Annual Report to Shareholders of the Class, including
audited financial statements for the Class for the fiscal year
ended March 31, 1999, has been mailed to shareholders. The
Annual Report should be read in conjunction with this Proxy
Statement. You can obtain a copy of the Annual Report from the
Fund, without charge, by writing to the Fund at the address on
the cover of this Proxy Statement, or by calling
1-877-UAM-LINK.
OTHER MATTERS
The Portfolio is not aware of any other matter which is
anticipated to come before the Special Meeting or any
adjournment thereof other than the matter set forth herein. Other
matters will be considered if notice is given within a reasonable
amount of time prior to the meeting. If any other matter may
properly come before the meeting, or any adjournment thereof,
this proxy would confer discretionary authority on the proxies
with respect to acting on any such matters, and the persons
named in the proxy have advised that they intend to vote, act, or
consent thereunder in accordance with their best judgment at that
time with respect to such matters.
By Order of the Board of Trustees,
Michael E. DeFao
Secretary
Dated: July 16, 199
Exhibit A
UAM FUNDS TRUST
FPA Crescent Portfolio
(Institutional Service Class Shares)
Plan of Liquidation and Dissolution
This Plan of Liquidation and Dissolution ("Plan") concerns the
Institutional Service Class Shares ("Class") of FPA Crescent
Portfolio (the "Portfolio"), a series of UAM Funds Trust (the
"Fund"), which was organized as a Delaware business trust on
May 18, 1994, under the name "The Regis Fund II". On October
31, 1995, the name of the Fund was changed to "UAM Funds
Trust". The Fund is registered as an open-end management
investment company registered under the Investment Company
Act of 1940, as amended ("Act"). The Class began operations
on January 24, 1997. The Plan is intended to accomplish the
complete liquidation and dissolution of the Class in conformity
with all provisions of Delaware law and the Fund's Agreement
and Declaration of Trust.
WHEREAS, the Fund's Board of Trustees, on behalf of the
Portfolio, has determined that it is in the best interests of the
Portfolio and its shareholders to liquidate and dissolve the Class;
and
WHEREAS, at a meeting of the Board of Trustees on June 17,
1999, it considered and adopted this Plan as the method of
liquidating and dissolving the Class and directed that this Plan be
submitted to shareholders of the Class for approval;
NOW THEREFORE, the liquidation and dissolution of the
Class shall be carried out in the manner hereinafter set forth:
1. Effective Date of Plan. The Plan shall be and become
effective only upon the adoption and approval of the Plan, at a
meeting of shareholders called for the purpose of voting upon the
Plan, by the affirmative vote of the holders of a majority of the
outstanding voting securities of the Class. The day of such
adoption and approval by shareholders is hereinafter called the
"Effective Date."
2. Dissolution. As promptly as practicable, consistent with
the provisions of the Plan, the Class shall be dissolved in
accordance with the laws of the State of Delaware and the
Fund's Agreement and Declaration of Trust ("Dissolution").
3. Cessation of Business. After the Effective Date of the
Plan, the Class shall cease its business and shall not engage in
any business activities except for the purposes of winding up its
business and affairs, marshalling and preserving the value of its
assets and distributing its assets to shareholders in accordance
with the provisions of the Plan after the payment to (or
reservation of assets for payment to) all creditors of the Class.
4. Restriction of Transfer and Redemption of Shares. The
proportionate interests of shareholders in the assets of the Class
shall be fixed on the basis of their respective stockholdings at the
close of business on the Effective Date of the Plan. On the
Effective Date, the books of the Class shall be closed.
Thereafter, unless the books are reopened because the Plan
cannot be carried into effect under the laws of the State of
Delaware or otherwise, the shareholders' respective interests in
the Class' assets shall not be transferable by the negotiation of
share certificates.
5. Liquidation of Assets. As soon as is reasonable and
practicable after the Effective Date, all portfolio securities
allocable to the Class shall be converted to cash or cash
equivalents.
6. Payment of Debts. As soon as practicable after the
Effective Date, the Portfolio shall determine and pay, or set aside
in cash equivalent, the amount of all known or reasonably
ascertainable liabilities allocable to the Class incurred or
expected to be incurred prior to the date of liquidating
distribution provided for in Section 7, below.
7. Liquidating Distribution. As soon as possible after the
Effective Date of the Plan, and in any event within 14 days
thereafter, the Portfolio shall mail the following to each
shareholder of record of the Class on the Effective Date: (1) to
each shareholder not holding stock certificates of the Class, a
liquidating distribution equal to the shareholder's proportionate
interest in the net assets of the Class; (2) to each shareholder
holding stock certificates of the Class, a confirmation showing
such shareholder's proportionate interest in the net assets of the
Class with an advice that such shareholder will be paid in cash
upon return of the stock certificate; and (3) information
concerning the sources of the liquidating distribution.
8. Management and Expenses of the Portfolio Subsequent
to the Liquidating Distribution. The Class shall bear all
expenses allocable to it in carrying out this Plan of Liquidation
and Dissolution including, but not limited to, all printing, legal,
accounting, custodian and transfer agency fees, and the expenses
of any reports to or meeting of shareholders. Any expenses and
liabilities attributed to the Class subsequent to the mailing of the
liquidating distribution will be borne by First Pacific Advisors,
Inc., the Portfolio's investment adviser.
9. Power of Board of Trustees. The Board, and subject to
the directors, the officers, shall have authority to do or authorize
any or all acts and things as provided for in the Plan and any and
all such further acts and things as they may consider necessary or
desirable to carry out the purposes of the Plan, including the
execution and filing of all certificates, documents, information
returns, tax returns and other papers which may be necessary or
appropriate to implement the Plan. The death, resignation or
disability of any director or any officer of the Fund shall not
impair the authority of the surviving or remaining directors or
officers to exercise any of the powers provided for in the Plan.
10. Amendment of Plan. The Board shall have the authority
to authorize such variations from or amendments of the
provisions of the Plan as may be necessary or appropriate to
effect the marshalling of Class assets allocable to and the
dissolution, complete liquidation and termination of the
existence of the Class, and the distribution of its net assets to
shareholders in accordance with the laws of the State of
Delaware and the purposes to be accomplished by the Plan.
UAM FUNDS TRUST
On behalf of FPA Crescent Portfolio
(Institutional Service Class Shares)
For the Board of Trustees
By: ______________________
Norton H. Reamer
Chairman
Accepted:
First Pacific Advisors, Inc.
By: ______________________
Name:
Title:
Date: July 30, 1999
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF TRUSTEES
OF THE FUND
UAM FUNDS TRUST
Institutional Service Class of FPA Crescent Portfolio
Proxy for Special Meeting of Shareholders July 30, 1999
KNOW ALL MEN BY THESE PRESENT, that the undersigned
hereby constitutes and appoints Michael DeFao and Robert
Flaherty, or either of them, with power of substitution, as
attorneys and proxies to appear and vote all of the shares of stock
standing in the name of the undersigned at the Special Meeting
of Shareholders of the Institutional Service Class of the FPA
Crescent Portfolio of UAM Funds Trust to be held at the offices
of UAM Fund Services, Inc., 211 Congress Street, Boston,
Massachusetts 02110, at 10:00 a.m. local time on July 30, 1999,
and at any and all adjournments thereof; and the undersigned
hereby instructs said attorneys to vote:
1. To approve the liquidation and dissolution of the
Institutional Service Class of FPA Crescent Portfolio, as
set forth in a Plan of Liquidation and Dissolution
adopted by the Board of Trustees of UAM Funds Trust.
FOR AGAINST
ABSTAIN
/__/ /__/ /__/
2. Any other business which may properly come before the
meeting or any other adjournment thereof. The
management knows of no other such business.
THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS SPECIFIED IN THE
FOREGOING ITEM 1, BUT IF NO CHOICE IS
SPECIFIED, THEY WILL BE VOTED FOR
APPROVAL OF ITEM 1.
Dated: _________, 1999
_____________
___________
Signature of Shareholder(s)
_____________
___________
(Signature of all joint owners is required. Fiduciaries please
indicate your full title.) If any other matters properly come
before the meeting about which the proxy holders were not
aware prior to the time of the solicitation, authorization is given
the proxy holders to vote in accordance with the views of
management thereon. The management is not aware of any such
matters.
PLEASE SIGN, DATE AND PROMPTLY RETURN THIS
PROXY
IN THE ENCLOSED ENVELOPE.
