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. 33-79858, 811-
8544
(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
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[ ] 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
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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
March 24, 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 the 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 April 15, 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 ("Class") of FPA Crescent
Portfolio (the "Portfolio"), a series of UAM Funds
Trust (the "Fund"), will be held on April 15, 1999,
at the offices of UAM Fund Services, Inc., 211
Congress Street, Boston, MA 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 March 11, 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
March 24, 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, MA on April 15, 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 the holders of a
majority of the outstanding shares of the Class at a
meeting at which a quorum is present. The presence in
person or by proxy of the holders of thirty percent
of the outstanding shares of the Class will
constitute a quorum. For purposes 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 March 24, 1999.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Holders of record of the shares of the Class at
the close of business on March 11, 1999, will be
entitled to vote at the Special Meeting or any
adjournment thereof. As of March 11, 1999, the Class
had outstanding 262,282.160 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 March 11,
1999, the following shareholders owned of record or
beneficially more than five percent of the
outstanding shares of the Class:
Chicago Trust Company Trustee, FBO Loews Cineplex P/S
& 401K Retirement Plan, c/o Marshall & Ilsley Trust
Company, 1000 North Water Street, Milwaukee, WI
53202-6648; 59.04%*
L. Thomas Melly, Alice P. and L. Thomas Melly
Foundation, 65 Broad Street, New York, NY 10004-
2434; 5.81%*
___________
* 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. As of March
11, 1999, the net assets of the Class were
approximately $3.8 million. The Portfolio has
invested primarily in equity and debt securities
using a variety of investment techniques since its
inception. 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 $3.7 million as of March 11,
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. It appeared to the management of
the Fund that the small size of the Class, the time
required to effect a transaction, and regulatory
expenses involved in either a merger or transfer of
the assets to the Institutional Class of this
Portfolio or to another mutual fund, and current
market conditions could make such a course more
expensive than the benefit which could be expected by
the shareholders. The officers investigated the
steps required for liquidation of the Class, subject
to presentation of a final report to the Board.
At a March 11, 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 an increase in fund
expenses attributable to the likely discontinuance of
the fee waiver and assumption of the expenses in the
future, especially when added to the present expenses
of the Class, would significantly reduce the returns
of the Class. Moreover, 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 its current 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
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 $4,435, 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 $2,000 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 $4,835.
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 TRUSTEES 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, MA
02110. The Portfolio's administrator is UAM Fund
Services, Inc., located at 211 Congress Street,
Boston, MA 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, MA 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, 1998, and the
Semi-Annual Report to shareholders for the period
ended September 30, 1998, have been mailed to
shareholders. The Annual Report and the Semi-Annual
Report should be read in conjunction with this Proxy
Statement. You can obtain a copy of the Annual
Report and the Semi-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: March 24, 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 March 11, 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 allocable
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 trustees, 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 the net assets
allocable to shareholders of the Class 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
Date: April 15, 1999
Accepted:
FIRST PACIFIC ADVISORS, INC.
By:_____________________
Name:
Title:
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 April 15,
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 outstanding 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 April 15, 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
________________________
(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.
