SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN A PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Securities Exchange Act of 1934

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UAM Funds Trust - SEC File Nos. 33-79858,811-8544
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UAM Funds Trust
Funds for the Informed Investor/sm/
One Freedom Valley Drive
Oaks, Pennsylvania 19456
1-877-826-5465

July 3, 2002

Dear Shareholder:

I am writing to all shareholders of the FPA Crescent Portfolio (the "Fund") of
UAM Funds Trust (the "Trust") to inform you of a special meeting of
shareholders (the "Meeting") to be held on August 30, 2002. The Fund is the
sole portfolio in the Trust. This Meeting has been called to consider an
important proposal requiring your vote as a shareholder. Before the Meeting, I
would like to ask you for your vote on this important issue affecting the
Trust as described in the attached proxy statement.

The proxy statement includes a proposal relating to the approval of a new
Board of Trustees for the Trust. The proposal is part of a plan to make the
Fund a part of the First Pacific Advisors, Inc. ("FPA") mutual fund family
(the "FPA Complex"). More specific information about the proposal is contained
in the proxy statement, which you should consider carefully.

After the Fund joined the UAM Funds Complex, United Asset Management
Corporation ("UAM"), the parent of FPA, was acquired by Old Mutual plc ("Old
Mutual") in 2000. Subsequently, Old Mutual made a strategic business decision
to cease providing the centralized mutual fund administration and support
services UAM previously provided to the UAM Funds Complex. In addition, all of
the investment portfolios in the UAM Funds Complex have been liquidated or
reorganized. FPA believes that it is in the best interests of shareholders for
the Fund to continue its operations as a portfolio of the FPA Complex.
Therefore, if shareholders approve the nominees for trustees presented at this
meeting, each of the current trustees of the Trust will resign and new
trustees will manage the Trust, and consequently, oversee the operations of
the Fund.

Your Board of Trustees has considered FPA's recommendations and the proposal
before you today and believes it is in your best interests. Although the Fund
will no longer be part of the UAM Funds Complex, as a shareholder, you will
continue to benefit from FPA's distinctive investment philosophy. The FPA
Complex has the infrastructure in place to assume the Fund's marketing,
distribution, financial and administrative services. The investment manager,
investment objectives, policies and restrictions of the Fund will remain the
same.

Your Board of Trustees has unanimously recommended the approval of the
proposal to elect five new trustees to succeed the current trustees.

Your vote is important no matter how many shares you own. Voting your shares
early will help us avoid follow-up mailings and telephone solicitations. If we
do not receive your completed proxy card after several weeks, you may be
contacted by a representative of the Trust who will remind you to vote your
shares.

After reviewing the enclosed materials, we ask that you vote FOR the proposal
discussed in the proxy statement. You may vote by telephone, by mail, in
person or by Internet.

We thank you for taking this matter seriously and participating in this very
important process.

Sincerely,

Scott F. Powers
Chairman of the Board of Trustees

VERY IMPORTANT NEWS FOR SHAREHOLDERS OF UAM FUNDS TRUST'S
FPA CRESCENT PORTFOLIO

While we encourage you to read the full text of the enclosed Proxy Statement,
here is a brief overview of the matter affecting the FPA Crescent Portfolio
(the "Fund") and UAM Funds Trust (the "Trust") that requires a shareholder
vote.

Q & A: QUESTIONS AND ANSWERS

Q. What is happening?

A. You are being asked to vote on the election of new trustees for UAM Funds
Trust (the "Trust"). These actions will result in the Fund becoming part
of the First Pacific Advisors, Inc. ("FPA") fund family (the "FPA
Complex"), which consists of five funds, each with a different objective
and managed by FPA. The Board of Trustees of the Trust has unanimously
approved this proposed action.

Q. Why is the Fund undergoing the proposed action?

A. The Fund has operated as a member of the UAM Funds Complex since 1996. On
September 26, 2000, United Asset Management Corporation ("UAM") was
acquired by Old Mutual plc ("Old Mutual"). Subsequent to UAM's acquisition
by Old Mutual, Old Mutual made a strategic business decision to cease
providing the centralized mutual fund administration and support services
previously provided by UAM to the Trust and to recommend the
reorganization of the UAM Funds Complex into another mutual fund family.
As a result of this decision and the discontinuation of all centralized
marketing and distribution efforts, FPA, the adviser to the Fund,
determined that it is in the best interests of the Fund's shareholders for
FPA to assume responsibility for the Fund's marketing, distribution,
financial and administrative services. We want to reassure you that while
the Fund's marketing and distribution arrangements will change, the
persons responsible for the day-to-day management of the Fund will not
change. The following pages give you additional information about the
matter on which you are being asked to vote.

Q. How will the Fund become a member of the FPA Complex?

A. Shareholders of the Trust, which are the shareholders of the Fund, will be
asked to elect a new Board of Trustees for the Trust. The nominees for
Board membership are the people who serve as the Board members for certain
other investment companies in the FPA Complex. If elected, the nominees
will appoint the same officers and implement substantially similar
policies as the other funds in the FPA Complex. In addition, the nominees
will change the name of UAM Funds Trust to FPA Funds Trust.

Q. Is there going to be a change in the investment strategies used by the
Fund?

A. No. FPA will continue to be responsible for the day-to-day management of
the Fund and will maintain the same investment strategy. You will continue
to benefit from FPA's unique investment philosophy.

Q. Will the expenses of the Fund remain the same?

A. There will be no change to the investment advisory fee currently charged
to the Fund. The total expense ratio of the Fund may change but FPA
believes that shareholders will benefit from a reduction in total expenses
as the Fund grows. However, should the Fund's assets decline rather than
grow, FPA intends to continue its policy to waive a portion of its
advisory fees in order to keep the expense ratio from exceeding 1.85%.

Q. Why did you send me this booklet?

A. You are receiving these proxy materials--a booklet that includes the
Notice, Proxy Statement and a proxy card--because you have the right to
vote on this important proposal concerning your investment in the Fund.

Q. How does the Trust's Board of Trustees recommend that I vote?

A. After careful consideration, the Board of Trustees, including those
Trustees who are not affiliated with the Trust, Old Mutual, FPA or any of
their affiliated companies, recommends that you vote FOR the proposal.

Q. Whom do I call for more information or to place my vote?

A. You may provide the Trust with your vote via mail, by telephone, by
Internet or in person. If you need more information on how to vote, or if
you have any questions, please call your Fund's information agent at 1-
877-826-5465.

Your Vote Is Important And Will Help Avoid The Additional Expense Of Another
Proxy Solicitation.

Thank You For Promptly Recording Your Vote.

UAM Funds Trust
One Freedom Valley Drive
Oaks, Pennsylvania 19456
1-877-826-5465

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 30, 2002

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of shareholders
of UAM Funds Trust (the "Trust") and its FPA Crescent Portfolio will be held
on August 30, 2002 at 10:00 a.m. Eastern Time at the offices of UAM Funds'
administrator, SEI Investments, One Freedom Valley Drive, Oaks, PA 19456 for
the following purposes:

1. To elect five Trustees to the Board of Trustees of the Trust, as discussed
under the heading "Proposal--Election of Trustees" in the attached Proxy
Statement.

2. To transact any other business that may properly come before the Meeting
or any adjournments thereof.

Shareholders of record at the close of business on July 1, 2002, are entitled
to notice of, and to vote at the Meeting or any adjournments thereof. You are
invited to attend the 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. Your vote is important no matter how many shares you own. You can
vote easily and quickly by mail, by Internet, by telephone or in person. You
may change your vote even though a proxy has already been returned by written
notice to the Trust, by submitting a subsequent proxy by mail, by Internet, by
telephone or by voting in person at the Meeting. If you change or revoke your
vote, it does not have to be by the same method through which you originally
submitted your vote.

By Order of the Board of Trustees of the Trust,

Linda T. Gibson
Vice President and Secretary

Boston, Massachusetts
July 3, 2002

UAM Funds Trust
One Freedom Valley Drive
Oaks, Pennsylvania 19456
1-877-826-5465

PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF

UAM Funds Trust and its
FPA Crescent Portfolio

TO BE HELD ON AUGUST 30, 2002

This proxy statement is furnished in connection with the solicitation by the
Board of Trustees of UAM Funds Trust (the "Trust") for the special meeting of
shareholders of the Trust and its FPA Crescent Portfolio (the "Fund") to be
held at the offices of the Trust's administrator, SEI Investments, One Freedom
Valley Drive, Oaks, PA 19456 on August 30, 2002 at 10:00 a.m. Eastern time and
all adjournments thereof (the "Meeting"). Shareholders of record at the close
of business on July 1, 2002 (the "Record Date") are entitled to notice of, and
to vote at, the Meeting. This proxy statement and the accompanying notice of
meeting and proxy card are first being mailed to shareholders on or about July
12, 2002.

As used in this proxy statement, the Trust's Board of Trustees is referred to
as a "Board," and the term "Trustee" includes each trustee of the Trust. A
Trustee that is an interested person of the Trust is referred to in this proxy
statement as an "Interested Trustee." A Trustee may be an interested person of
the Trust because he or she is affiliated with an investment adviser for the
Trust, Old Mutual (US) Holdings Inc. ("Old Mutual US"), the Trust's principal
underwriter or any of their affiliates. Trustees that are not interested
persons of the Trust are referred to in this proxy statement as "Independent
Trustees."

SUMMARY OF PROPOSAL REQUIRING SHAREHOLDER VOTE
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The Board intends to bring before the Meeting the matter set forth in the
foregoing notice. You may participate in the Meeting by submitting the
proxy card included with this proxy statement or attending in person. Your
vote is important no matter how many shares you own. You can vote easily
and quickly by mail, by telephone, by Internet, or in person. At any time
before the Meeting, you may change your vote, even though a proxy has
already been returned, by written notice to the Trust or by submitting a
subsequent proxy, by mail, by telephone, by Internet, or by voting in
person at the Meeting. If you change or revoke your vote, it does not have
to be by the same method through which you originally submitted your vote.
Should you require additional information regarding the proxy or
replacement proxy cards, you may contact the Trust at 1-877-826-5465.

The Trust expects that the solicitation of proxies from shareholders will
be made by mail, but solicitation also may be made by telephone
communications from officers or employees of Old Mutual US or its
affiliates, who will not receive any compensation therefore from the Trust.
The costs of the solicitation of proxies and the costs of holding the
Meeting will be borne by First Pacific Advisors, Inc. ("FPA"), which is the
investment adviser to the Fund, or Old Mutual US, which is FPA's parent.
Neither the Fund nor the Trust will bear any of these costs.

All proxy cards solicited that are properly executed and received in time
to be voted at the Meeting will be voted at the Meeting or any adjournment
thereof according to the instructions on the proxy card. If a proxy card is
returned with no boxes marked, it will be voted FOR the matter specified on
the proxy card. Thirty percent of the shares entitled to vote at the
meeting shall be a

quorum for the transaction of business. For purposes of determining the
presence of a quorum, abstentions or broker non-votes will be counted as
present; however, they will have the effect of a vote against the proposal.

If a quorum is not present at the Meeting, or if a quorum is present at the
Meeting but sufficient votes to approve the proposed item are not received,
or if other matters arise requiring shareholder attention, the persons
named as proxy agents may propose one or more adjournments of the Meeting
to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares present at the
Meeting or represented by proxy. A shareholder vote may be taken on the
item in this proxy statement prior to such adjournment if sufficient votes
have been received and it is otherwise appropriate. The persons named as
proxies will vote those proxies that they are entitled to vote FOR the
proposal in favor of such an adjournment, and will vote those proxies
required to be voted AGAINST the proposal, against such an adjournment.

PROPOSAL--ELECTION OF TRUSTEES
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The current Trustees, none of whom will continue to serve after the
Meeting, have nominated and proposed the election at the Meeting of the
following five nominees (the "Nominees"): Willard H. Altman, Jr., Alfred E.
Osborne, Jr., A. Robert Pisano, Steven T. Romick and Lawrence J. Sheehan.
Each Nominee serves as a director for several funds in the FPA Complex,
except for Steven T. Romick. None of the Nominees currently serves as
Trustee of the Trust, and Mr. Romick is an interested person of the Trust
and FPA.

The term of office of each person elected as a Trustee will be until the
next meeting held for the purpose of electing Trustees and until such
person's successor is elected and qualified (or until such Trustee's
earlier retirement, resignation, death or disqualification). The Nominees
have agreed to serve as Trustees if elected. If any of the Nominees should
be unavailable for election at the time of the Meeting (which is not
presently anticipated), the persons named as proxies may vote for another
person in their discretion. The principal occupations and business
experience for the last five years of each Nominee, and the proposed new
officers are as indicated in the table below.

NOMINEES AND NEW OFFICERS INFORMATION
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Nominees (If elected, these nominees would be Independent Trustees of the
Trust):

Number of
Term of Portfolios
Name, Office and in Fund Other
Address Position Held Length of Principal Occupation Complex Directorships
and Age with Trust Time Served During Past 5 Years Overseen/1/ Held
- -----------------------------------------------------------------------------------------------------

Willard H. Altman, Nominee N/A Mr. Altman is retired. 6 None
66 Formerly, until 1995, he was
a Partner of Ernst & Young
LLP, independent auditors
for the FPA Complex. Mr.
Altman was Vice President of
Evangelical Council for
Financial Accountability, an
accreditation organization
for Christian non-profit
entities from 1995-2000. Mr.
Altman is a Director of FPA
Capital Fund, Inc., FPA New
Income, Inc., FPA Paramount
Fund, Inc., FPA Perennial
Fund, Inc., and Source
Capital, Inc.
- -----------------------------------------------------------------------------------------------------

Alfred E. Osborne, Jr., Nominee N/A Mr. Osborne has been 3 6
56 Director of the Harold Price
Center for Entrepreneurial
Studies and Associate
Professor of Business
Economics at The John E.
Anderson Graduate School of
Management at UCLA since
1972. Mr. Osborne is a
Director of FPA Capital
Fund, Inc., FPA New Income,
Inc., K2 Inc. (consumer
durables), Nordstrom, Inc.
(retail), Equity Marketing
Inc., and E* Capital
Corporation (a privately
held company which operates
a venture capital fund and
owns Wedbush Morgan
Securities, Inc., a broker-
dealer). Mr. Osborne is an
independent general partner
of Technology Funding
Venture Partners V L.P., a
business development
company. Mr. Osborne is a
Director of the WM Group of
Funds, a mutual fund complex
not advised by FPA. Mr.
Osborne is also a Director
of the Investment Company
Institute.
- ----------------------------------------------------------------------------------------------------------
A. Robert Pisano, Nominee N/A Mr. Pisano has been the 3 3
59 National Executive Director
and Chief Executive Officer
of the Screen Actors Guild
since 2001. Mr. Pisano was
Director and Vice Chairman
(1997-1999) and Executive
Vice President (1993-1996)
of Metro-Goldwyn-Mayer, Inc.
(entertainment). Mr. Pisano
is a Director of FPA Capital
Fund, Inc. and FPA New
Income, Inc. since July
2002. Mr. Pisano is also a
Director of Coppola Group
(entertainment), State Net
(publishing) and NetFlix.com
(entertainment).
- ----------------------------------------------------------------------------------------------------------

Nominee (If elected, these Nominees would be Interested Trustees of the Trust):

Steven T. Romick, Nominee N/A Mr. Romick has been Senior 1 None
39/2/ Vice President of First
Pacific Advisors, Inc. for
longer than the past 5
years. Mr. Romick is
Portfolio Manager of the FPA
Crescent Portfolio, FPA
Multi-Advisor Fund, L.P.,
and FPA Hawkeye Fund, LLC.
- ----------------------------------------------------------------------------------------------------------
Lawrence J. Sheehan, Nominee N/A Mr. Sheehan is of counsel 5 None
70/3/ to, and was a Partner from
1969 to 1994 of, the law
firm of O'Melveny & Myers
LLP, legal counsel to the
funds in the FPA Complex.
Mr. Sheehan is a Director of
FPA Capital Fund, Inc., FPA
New Income, Inc., FPA
Perennial Fund, Inc., and
Source Capital, Inc.
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OFFICERS
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Proposed Officers (Effective upon election of Nominees)**

Steven T. Romick, President N/A See description above. 1 N/A
39 and Chief
Investment
Officer
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Eric S. Ende, Vice N/A Senior Vice President of 3 N/A
57 President First Pacific Advisors, Inc.
for longer than the past 5
years. Director (since
October 2000), President
(since 1995) and Portfolio
Manager (since August 1999)
of FPA Perennial Fund, Inc.;
Director and President
(since March 2000) and Chief
Investment Officer (since
May 1997) of Source Capital,
Inc.; Director, President
and Portfolio Manager (since
March 2000) of FPA Paramount
Fund, Inc.; Vice President
of FPA Capital Fund, Inc.
and FPA New Income, Inc. for
longer than the past 5
years.
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J. Richard Atwood, Treasurer N/A Director, Principal and N/A 2
42 Chief Operating Officer of
First Pacific Advisors, Inc.
since May 2000; and
Director, President and
Chief Executive Officer of
FPA Fund Distributors, Inc.
since May 2000. Treasurer of
Source Capital, Inc., FPA
Capital Fund, Inc., FPA New
Income, Inc., FPA Paramount
Fund, Inc. and FPA Perennial
Fund, Inc. for longer than
the past 5 years.
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Sherry Sasaki, Secretary N/A Assistant Vice President and N/A N/A
47 Secretary of First Pacific
Advisors, Inc. for longer
than the past 5 years.
Secretary of Source Capital,
Inc., FPA Capital Fund,
Inc., FPA New Income, Inc.,
FPA Paramount Fund, Inc. and
FPA Perennial
Fund, Inc., and FPA Fund
Distributors, Inc. for
longer than the past 5
years.
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Christopher H. Thomas, Assistant N/A Vice President and N/A 1
45 Treasurer Controller of First Pacific
Advisors, Inc. and FPA Fund
Distributors, Inc. for
longer than the past 5
years. Director of FPA Fund
Distributors, Inc. since May
2000. Assistant Treasurer of
Source Capital, Inc., FPA
Capital Fund, Inc., FPA New
Income, Inc., FPA Paramount
Fund, Inc. and FPA Perennial
Fund, Inc., and FPA Fund
Distributors, Inc. for
longer than the past 5
years.
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1. The Fund Complex consists of FPA Funds Trust and all other registered
investment companies for which any subsidiary or affiliate of FPA serves
as investment adviser.
2. If elected to the Board, Steven T. Romick will be considered an Interested
Trustee because he is a Senior Vice President of the investment adviser of
the Fund.
3. If elected to the Board, Lawrence J. Sheehan will be considered an
Interested Trustee because he is associated with the law firm, O'Melveny &
Myers LLP, that is expected to be appointed as legal counsel to the Trust
and the Fund. O'Melveny & Myers LLP does not serve as legal counsel to
FPA.
** If the new Board of Trustees is approved, the current officers of the
Trust are expected to resign immediately after the Meeting and the new
officers of the Trust are expected to be appointed by the new Board.

The principal occupations of the Nominees, and proposed officers for the
last five years have been with the employers as shown above, although in
some cases they have held different positions with such employers. The
mailing address of each of the Trustees and current officers is c/o UAM
Funds Trust, One Freedom Valley Drive, Oaks, PA 19456. The mailing address
of each of the Nominees and proposed officers is c/o FPA Funds Trust, 11400
West Olympic Boulevard, Suite 1200, Los Angeles, CA 90064.

Ownership of Shares in Fund Securities

Listed below is Nominee ownership of securities in the Fund and in the FPA
Family of Investment Companies as of July 1, 2002.

Nominee (If elected, these Nominees would be Independent Trustees)

Aggregate Dollar Range
of Equity Securities
Dollar Range of in All Funds Overseen or
Equity Securities to be Overseen by Nominee in
Name of Nominee in the Fund Family of Investment Companies
- ----------------------------------------------------------------------------

Willard H. Altman, Jr. $10,001 to $50,000 Over $100,000
- ----------------------------------------------------------------------------
Alfred E. Osborne, Jr. $1 to $10,000 $50,001 to $100,000
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A. Robert Pisano $10,001 to $50,000 $50,001 to $100,000
- ----------------------------------------------------------------------------

Nominee (If elected, these Nominees would be Interested Trustees)

Steven T. Romick Over $100,000 Over $100,000
- -------------------------------------------------------------------------
Lawrence J. Sheehan $10,001 to $50,000 Over $100,000
- -------------------------------------------------------------------------

As of July 1, 2002, no Trustee, officer or Nominee owned greater than 1% of
the outstanding shares of the Fund. In addition, as of July 1, 2002, the
Trustees and officers beneficially owned as a group less than 1% of the
outstanding shares of the Fund.

The Board of Trustees had four regular meetings and seven special meetings
during the fiscal period ended March 31, 2002. The Fund has a standing
Audit Committee, composed of the Independent Trustees, including John T.
Bennett, Jr., Nancy J. Dunn, Philip D. English and William A. Humenuk. The
Audit Committee is responsible for the selection of the Trust's auditors
and monitoring the audit process and its results. John T. Bennett, Jr.,
Nancy J. Dunn, Philip D. English and William A. Humenuk each attended two
Audit Committee Meetings that were held during the fiscal period ended
March 31, 2002 and an Audit Committee Meeting held on June 3, 2002.

The Trust has a standing Fund Governance Committee, also composed of the
Independent Trustees, which is responsible for the selection and nomination
of individuals to serve as Trustee of the Trust and for setting the
compensation to be paid to each Trustee by the Trust for services as a
Trustee. A Fund Governance Committee meeting was held on June 3, 2002 to
select and nominate Trustees (the Nominees and their biographies are listed
above) to serve on the Board of the Trust. The Fund Governance Committee
will consider nominees recommended by stockholders. Such recommendations
should be submitted in writing to Linda T. Gibson, Secretary of the Trust,
c/o UAM Funds Trust, One Freedom Valley Drive, Oaks, PA 19456.

The Trust paid $16,364 to each Trustee who is not an "interested person" of
the Trust for the fiscal period ending March 31, 2002, which includes
$3,000 for each meeting of the Board other than a private meeting or
telephonic meeting (including retainer fees, each Board member receives a
minimum fee of $7,500 for each meeting); $1,500 for each private meeting of
the Board; $1,500 for each telephonic meeting of the Board; and $1,000 per
day for attending seminars, up to a maximum of three events per year. In
addition, the Trust reimburses each Independent Board Member for travel and
other expenses incurred while attending Board meetings. Prior to June 25,
2002, when there were multiple portfolios in the UAM Funds Complex, the
$3,000 meeting fee and expense reimbursements were aggregated for all of
the Independent Board Members and allocated proportionally among all Funds
in the UAM Funds Complex. The Trust does not pay Interested Board Members
or officers for their services as Trustees or officers. The following table
sets forth the amount of the compensation paid by the Trust during its
fiscal period ended March 31, 2002, to the persons who currently serve as
Trustees:

TRUSTEE COMPENSATION

For the fiscal year ended March 31, 2002, the Trustees were paid as
follows:

Independent Board Members

Pension or Total Compensation
Aggregate Retirement Benefits From the UAM Funds
Name of Compensation Accrued as Part of Complex Paid to
Person/Position from the Trust Trust Expenses/1/ Trustee/2/
- -------------------------------------------------------------------------------

John T. Bennett, Jr.
Trustee $16,364 None $55,925
- -------------------------------------------------------------------------------
Nancy J. Dunn
Trustee $16,364 None $55,925
- -------------------------------------------------------------------------------
William A. Humenuk
Trustee $16,364 None $55,925
- -------------------------------------------------------------------------------
Philip D. English
Trustee $16,364 None $55,925
- -------------------------------------------------------------------------------

Interested Board Member

Pension or Total Compensation
Aggregate Retirement Benefits From the UAM Funds
Name of Compensation Accrued as Part of Complex Paid to
Person/Position from the Trust Trust Expenses/1/ Trustee
- -------------------------------------------------------------------------------

Scott F. Powers
Trustee, Chairman and
President None None None
- -------------------------------------------------------------------------------

1. The Trust does not currently provide any pension or retirement benefits
for its Trustees.
2. Total compensation includes compensation received from the Trust, UAM
Funds, Inc. and UAM Funds, Inc. II for the fiscal year ended March 31,
2002. As of March 31, 2002, the UAM Funds Complex contained 23
Portfolios. As of June 26, 2002, the UAM Funds Complex contained one
portfolio, the FPA Crescent Portfolio. On June 24, 2002, twenty
portfolios in the UAM Funds Complex reorganized into The Advisors'
Inner Circle Fund.

It is expected that the Trust will pay each Independent Trustee elected at
the Meeting $7,500 for the fiscal year ending March 31, 2003, which
includes $1,000 for each Board meeting attended and a quarterly retainer of
$1,500. The amount of the compensation estimated to be paid by the Trust
during its fiscal year ending March 31, 2003 to the Nominees (assuming they
are elected to the Board on August 30, 2002) is set forth in the table
below:

ESTIMATED COMPENSATION TABLE FOR NOMINEES

Total
Aggregate Compensation
Compensation from Trust &
Name of Person, Position from Trust Fund Complex**
- ---------------------------------------------------------------

Willard H. Altman, Jr., Trustee $6,750 $60,750
- ---------------------------------------------------------------
Alfred E. Osborne, Jr., Trustee $6,750 $26,750
- ---------------------------------------------------------------
A. Robert Pisano, Trustee $6,750 $21,750
- ---------------------------------------------------------------
Steven T. Romick, Trustee None None
- ---------------------------------------------------------------
Lawrence J. Sheehan, Trustee $6,750 $51,750
- ---------------------------------------------------------------

** Reflects total payments from the FPA Fund Complex. As of July 1, 2002,
there were 5 companies (consisting of 5 portfolios) in the FPA Complex
in addition to the Trust and the Fund.

Required Vote

The election of Trustees of the Trust will be by a plurality of the shares
of the Trust present at the Meeting in person or by proxy, if a quorum is
present. Shares represented by duly executed proxies will be voted for the
election of the persons named herein as Nominees, unless such authority has
been withheld in accordance with the instructions on the form of proxy. If
a proxy card is returned with no box marked, the proxy will be voted for
such Nominees.

Recommendation of Trustees

On November 14, 2001, the Board, including a majority of the Independent
Trustees, voted to approve the proposal and to recommend its approval to
shareholders. The Nominees were selected by the Fund Governance Committee
at a Fund Governance Committee Meeting on June 3, 2002.

The Trustees Unanimously Recommend that Shareholders of the Trust Vote for the
Election of each of the Nominees.

ADDITIONAL INFORMATION
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Other Service Providers

SEI Investments Mutual Funds Services ("SEI") serves as the Trust's
administrator, Funds Distributor, Inc. ("FDI") serves as the Trust's
principal underwriter and PBHG Shareholder Services Center, Inc.
("PBHGSSC") serves as the Trust's shareholder servicing agent. PBHGSSC is
an affiliate of Old Mutual US. SEI is located at One Freedom Valley Drive,
Oaks, PA 19456; FDI is located at 60 State Street, Suite 1300, Boston, MA
02109; and PBHGSSC is located at 825 Duportail Road, Wayne, PA 19087.

. During its last fiscal year, the Fund paid SEI $192,006 for services
rendered administrator;

. During its last fiscal year, the Fund paid PBHGSSC $77,115 for services
rendered as shareholder services agent;

. As of May 31, 2002, the Fund's net assets were $283,923,187.03.

Neither the Trust nor the Fund pays FDI for its services as principal
underwriter. The Fund does not pay commissions to affiliated brokers.

Payment of Expenses

FPA or Old Mutual US will pay the expenses of the preparation, printing and
mailing of this proxy statement and its enclosures and of all
solicitations, including telephone voting. Neither the Trust nor the Fund
will incur any of these expenses.

Beneficial Ownership of Shares

The following table contains information about the beneficial ownership by
shareholders of five percent or more of the Fund's outstanding shares as of
July 1, 2002. On that date, the existing Trustees and officers of the
Trust, together as a group, "beneficially owned" less than one percent of
the Funds outstanding shares.

Number Percentage of
Name and Address of Shareholder of Shares Shares Owned
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Charles Schwab & Co Inc 4,127,069.172 30.25%
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
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National Investor Services Corp 1,381,977.818 10.13%
FBO Customers
55 Water St Fl 32
New York, NY 10041-0028
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Fidelity Invest Inst Operations 1,335,078.777 9.79%
Co Inc For Certain Employee
Benefit Plans
100 Magellan Way KWIC
Covington KY 41015-1999
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FTC & Co 812,142.555 5.95%
Attn Datalynx House Acctg
PO Box 173736
Denver CO 80217-3736
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As of July 1, 2002, the Fund had 13,641,739.185 shares outstanding.

The term "beneficial ownership" is as defined under Section 13(d) of the
Securities and Exchange Act of 1934. The information as to beneficial
ownership is based on statements furnished to the Trust by the existing
trustees of the Trust, and/or on the records of the Trust's transfer agent.

Annual and Semi-Annual Reports to Shareholders

For a free copy of the Fund's most recent annual report (and most recent
semi-annual report succeeding the annual report, if any) shareholders of
the Fund may call 1-877-826-5465 or write to the Trust at P.O. Box 219081,
Kansas City, MO 64121.

Other Business

The Board does not intend to present any other business at the Meeting. If
any other matter may properly come before the Meeting, or any adjournment
thereof, the persons named in the accompanying proxy card(s) intend to
vote, act, or consent thereunder in accordance with their best judgment at
that time with respect to such matters. No annual or other special meeting
is currently scheduled for the Fund or the Trust. Mere submission of a
shareholder proposal does not guarantee the inclusion of the proposal in
the proxy statement or presentation of the proposal at the Meeting since
inclusion and presentation are subject to compliance with certain federal
regulations.

UAM Funds Trust
One Freedom Valley Drive
Oaks, Pennsylvania 19456

UAM FUNDS TRUST AND ITS FPA CRESCENT PORTFOLIO
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
AUGUST 30, 2002

The undersigned hereby appoints Sherry Kajdan Vetterlein and Stephanie Cavanagh
and each of them, as attorneys and proxies for the undersigned with full powers
of substitution and revocation, to represent the undersigned and to vote on
behalf of the undersigned, all shares of the FPA Crescent Portfolio (the
"Fund"), the only portfolio in the Trust, which the undersigned is entitled to
vote at a Special Meeting of Shareholders of the Trust to be held at SEI
Investments, One Freedom Valley Drive, Oaks, PA 19456 on August 30, 2002, at
10:00 a.m. Eastern time and any adjournment thereof (the "Meeting"). The
undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy
Statement, and hereby instructs said attorneys and proxies to vote said shares
as indicated hereon. Unless indicated to the contrary, this proxy shall be voted
"For" the proposal relating to the Trust. The proxies are hereby authorized to
vote in their discretion on any matter that may properly come before the Meeting
or any adjournment thereof. The undersigned hereby revokes any proxy previously
given.

To vote by mail, sign below exactly as your name appears above and return the
proxy card in the envelope provided.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

This proxy will be voted as specified below with respect to the action to be
taken on the following proposal. If a proxy is returned without a box marked,
the proxy will be voted FOR the proposal. Please mark your vote below in blue
or black ink. Do not use red ink.

THE BOARD OF TRUSTEES OF UAM FUNDS TRUST RECOMMENDS A VOTE "FOR ALL" OF THE
NOMINEES FOR TRUSTEES.

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Vote On Trustees For All Withhold For All
All Except
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1. To elect as trustees the nominees listed: [_] [_] [_]
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(01) Willard H. Altman, Jr.
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(02) Alfred E. Osborne, Jr.
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(03) A. Robert Pisano
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(04) Steven T. Romick
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(05) Lawrence J. Sheehan
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To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line following:
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You may also withhold authority to vote for any nominee by striking out the name
of any nominee listed above.

EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE, SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE TODAY!

Note: Please sign exactly as your name appears in this proxy. If joint owners,
both should sign this proxy. An authorized individual should sign corporate or
partnership proxies in full corporate or partnership name. When signing as
attorney, executor, administrator, trustee, guardian, or corporate officer,
please give your full title.

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Signature Date Signature (Joint Owners) Date
[PLEASE SIGN WITHIN BOX]
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