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:
[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. 33-79858, 811-8544
(Name of Registrant as Specified In Its Charter)
............................................................
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act
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applies:
2) Aggregate number of securities to which transaction
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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
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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:
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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 22, 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.
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 22, 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.
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 22, 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
________________ 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:
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 $3.7 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
$______, 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. 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 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. 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 22, 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
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: March 22, 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: March ___, 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.
March 12, 1999
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Office of Filings, Information and Consumer
Services
Re: UAM Funds Trust
File Nos. 33-79858, 811-8544
Ladies and Gentlemen:
Enclosed is preliminary proxy material filed on behalf of
UAM Funds Trust, a registered open-end management
investment company.
The Fund is seeking approval from the stockholders of FPA
Crescent Portfolio (Institutional Service Class Shares) to
liquidate the portfolio. The proxy materials will be mailed to
stockholders on or about March 22, 1999.
Questions related to this filing may be directed to me at (617)
542-5440.
Very truly yours,
/s/Martin J. Wolin
Martin J. Wolin
Associate General Counsel
Enclosure
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