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Amendment To
INVESTMENT ADVISORY AGREEMENT
UAM Funds Trust
Jacobs International Octagon Portfolio
Dated July __, 2000
AMENDMENT TO THE ADVISORY AGREEMENT, dated the 2/nd/ day of December, 1996 by
and between UAM Funds Trust, a Delaware business trust and Jacobs Asset
Management, L.P., a Delaware limited partnership (the Agreement").
The Agreement is hereby amended as follows:
1. Jacobs Asset Management L.P., a Delaware limited partnership, the Adviser as
defined in the first paragraph of the Agreement, is hereby changed to
Thompson, Siegel and Walmsley, Inc., a Virginia corporation.
2. Jacobs International Octagon Portfolio, the Portfolio as defined in Section
1 of the Agreement, is hereby changed to TS&W International Octagon
Portfolio.
3. References made to "Agreement of Limited Partnership" in Section 8 of the
Agreement are hereby changed to "Articles of Incorporation."
4. References made to "limited partners" in Section 8 of the Agreement are
hereby changed to "Directors."
All other terms and conditions of the Agreement, including compensation paid to
the Adviser, remain effective upon execution of this Amendment.
THOMPSON, SIEGEL & WALMSLEY, INC. UAM FUNDS TRUST, on behalf of TS&W
International Octagon Portfolio
By:______________________________ By:______________________________
John T. Siegel Norton H. Reamer
President President
