SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] 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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated
and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
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,
/s/Norton H. Reamer
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,
/s/Michael E. DeFao
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 Portfolio 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 7, 1999, the
Class had outstanding 183,800 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 7, 1999, the following shareholders owned of
record or beneficially more than five percent of the outstanding
shares of the Class:
Chicago Trust Co. TR FBO Loews Cineplex P/S & 401K
Retirement Plan, C/O Marshall & Ilsley Trust Company, 1000
N. Water Street, Milwaukee, WI 53202-6648; 86.12%*
L. Thomas Melly, Alice P. & L. Thomas Melly Foundation, 85
Broad Street, New York, NY 10004-2434; 8.65%*
___________
* 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 July7, 1999, the Class' assets reached a
level of $2,743,305. 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
$2,743,305 million as of July 7, 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 would be 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 with respect to the Class
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 Portfolio 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 and/or the Portfolio, or set aside for payment, prior to the
mailing of the liquidating distribution. The liabilities of the
Portfolio relating to the Plan are estimated at no more than
$2,000 which includes legal and auditing expenses and printing,
mailing, soliciting and miscellaneous expenses arising from the
liquidation, which the Portfolio normally would not incur if the
Class were to continue in business. If the Portfolio incurs more
than $2,000 in additional liabilities to liquidate the Class, such
expenses will be paid by the Portfolio. The total liabilities
relating to the Class prior to the liquidating distribution are
estimated to be $600. 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. (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,
/s/Michael E. Defao
Michael E. DeFao
Secretary
Dated: July 16, 1999
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 Portfolio 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 the
Portfolio.
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.
