UAM FUNDS TRUST
DEFS14A, 2000-11-17
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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 0-11 (set forth the
amount on which the filing fee is
calculated and state how it was
determined):

4)  Proposed maximum aggregate value of
transaction:

5)    Total fee paid:

[ ] Fee paid previously with preliminary
materials.
[  ]  Check box if any part of the fee is offset
as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for
which the offsetting fee was paid
previously.  Identify the previous filing
by registration statement number, or the
Form or Schedule and the date of its
filing.

1)    Amount Previously Paid:
2)    Form, Schedule or Registration Statement
      No.:
3)    Filing Party:
4)    Date Filed:

UAM FUNDS TRUST
TS&W INTERNATIONAL OCTAGON PORTFOLIO
P.O. Box 219081
Kansas City,  MO  64121
1-877-UAM-Link (826-5465)

November 27, 2000

Dear Shareholder:

Enclosed you will find a proxy statement and
proxy card for a special meeting of shareholders
of TS&W International Octagon Portfolio.  This
is a very important meeting, which has been
called to vote on a proposal to liquidate your
Portfolio.

The Board of Trustees of UAM Funds Trust, after
thorough discussion and consideration, has
decided to recommend the liquidation 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.
We are preparing to liquidate the Portfolio
because of its relatively small size and its
limited prospects for growth of assets. The
Board's reasons for recommending this course are
described more fully in the enclosed proxy
statement, which you should consider carefully.

If the shareholders approve the recommendation
to liquidate 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.
You may easily reinvest your proceeds from the
liquidation in shares of another UAM Fund by
contacting a shareholder service representative
at 1-877-UAM-Link (826-5465).

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/James F. Orr III
James F. Orr III
Chairman


















UAM FUNDS TRUST
TS&W INTERNATIONAL OCTAGON PORTFOLIO
P.O. Box 219081
Kansas City,  MO  64121
1-877-UAM-LINK (826-5465)

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held January 10, 2001

TO THE SHAREHOLDERS OF
TS&W INTERNATIONAL OCTAGON PORTFOLIO:

Notice is hereby given that a special meeting of
shareholders (the "Special Meeting") of TS&W
International Octagon Portfolio (the
"Portfolio"), a series of UAM Funds Trust (the
"Fund"), will be held on January 10, 2001, at
the offices of UAM Fund Services, Inc., 211
Congress Street, Boston, Massachusetts 02110 at
10:00 a.m. local time.  The purpose of the
Special Meeting is:

(bullet)   to consider a proposal to liquidate
and dissolve the Portfolio, as set forth in a
Plan of Liquidation and Dissolution adopted by
the Board of Trustees of the Fund; and

(bullet)   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 November 15, 2000 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,


/Linda T. Gibson, Esq./
Linda T. Gibson, Esq.
Secretary


Boston, Massachusetts
November 27, 2000










UAM FUNDS TRUST
TS&W INTERNATIONAL OCTAGON PORTFOLIO

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 TS&W International Octagon Portfolio
(the "Portfolio"), a separate series of the
Fund, for use at a Special Meeting of
Shareholders to be held at UAM Fund Services,
Inc., 211 Congress Street, Boston,
Massachusetts, on January 10, 2001 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 :

(bullet)   the proposal to liquidate and
dissolve the Portfolio and return the
proceeds to the shareholders of the
Portfolio; and
(bullet)   in the discretion of the
proxies, any other matter not presently
known, but which may properly come before
the meeting or any adjournment thereof.

In accordance with the Agreement and Declaration
of Trust of the Fund and the General Laws of the
State of Delaware, approval of the proposal
requires the affirmative vote of a majority of
the shares of the Portfolio voted at a meeting
at which a quorum is present. The presence in
person or by proxy of the holders of thirty
percent of the shares of the Portfolio entitled
to vote will constitute a quorum.  For purposed
of determining the presence of a quorum,
abstentions, broker non-votes or withheld votes
will be counted as present.

The Portfolio will bear the entire cost of
preparing, printing and mailing this proxy
statement, the proxies and any additional
materials which may be furnished to shareholders
up to $2,000.  Thompson, Siegel and Walmsley,
Inc., the Portfolio's investment adviser, will
pay any such expenses that are in excess of
$2,000.  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 November 27, 2000.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Holders of record of the shares of beneficial
interests of the Portfolio at the close of
business on November 15, 2000 will be entitled
to vote at the Special Meeting or any
adjournment thereof.  As of November 13, 2000
the Portfolio had outstanding 838,654.740 shares
of beneficial interest.  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 no shares of
the outstanding beneficial interests of the
Portfolio.  As of November 13, 2000 the
following shareholders owned of record or
beneficially more than five percent of the
outstanding beneficial interests of:

Charles Schwab & CO INC, Reinvest Account, Attn:
Mutual Funds, 101 Montgomery Street San
Francisco, CA  94104-4122;   13.33%*

Nancy S. Demoss, P. O. Box 1566,Chattanooga,  TN
37401-1566;   12.86%

Allen Kenyon Partners LP, 5833 North Park Road
Hixson,  TN  37343-4667;   10.85%

IMS & CO, For The Exclusive Benefit Of Cust.,
P. O. Box 3865,Englewood, CO  80155-3865;10.13%*

------------
*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 Portfolio began operations on January 2,
1997, as a series of the Fund.  During the
period from commencement of operations through
October 31, 2000, the Portfolio's assets reached
a peak level of $135,512,751 on July 30, 1998.
The Portfolio has invested primarily in equity
securities of companies located in at least
three countries outside the United States using
a variety of investment techniques during this
period.  During this period, the Board of
Trustees has considered the total asset level of
the Portfolio, the performance of the Portfolio
both before and after deducting certain expenses
arising from the operation of the Portfolio and
the impact on the Portfolio's investment results
of the relatively small size of the Portfolio.

Notwithstanding the marketing of the Portfolio's
shares, growth in the Portfolio's assets has
been slow.  Several marketing efforts, including
the assumption of Portfolio expenses by
Thompson, Siegel & Walmsley, Inc. (the
"Adviser"), were not adequate to significantly
increase the size of the Portfolio.  The Adviser
and the Board have regularly reviewed
developments, and considered alternatives.

Sales of the Portfolio shares have not been
sufficient to allow the Portfolio to reach a
size adequate, in the judgment of the Board, to
spread expenses over a sufficient asset base to
provide a satisfactory return to shareholders.
In addition, there have been several large
redemptions from the Portfolio in recent months
which caused the Portfolio's assets to decrease
from $58,176,254 on May 31, 2000, to $11,250,753
on October 31, 2000.  Since the inception of the
Portfolio, the Adviser at certain times has
waived its fees and assumed a significant
portion of the expenses of the Portfolio.  In
the absence of such waiver and assumption, the
Portfolio might not be profitable for
shareholders.  As a result, the Board instructed
the officers of the Fund to investigate what, if
any, additional steps or alternative courses
would best serve the interest of shareholders.

The officers of the Fund sought to determine
whether a merger or transfer of assets would be
possible, and if it would produce desirable
results for shareholders. After reviewing
current market conditions, the relatively small
size of the portfolio and the time and effort
required to effect a transaction, management of
the Fund believed that the expense of a merger
or transfer of the assets to another mutual fund
would be greater than the benefits shareholders
of the portfolio could expect to realize from
such a transaction. The officers investigated
the steps required for liquidation of the
Portfolio, subject to presentation of a final
report to the Board.

At a September 13, 2000 meeting, the Board
reviewed the expenses which had been assumed by
the Adviser during the life of the Portfolio,
the efforts and expenses of the Distributor to
distribute shares of the Portfolio, and the
effect of the operating expenses on the historic
and anticipated returns of shareholders. For the
most recent fiscal year, the Portfolio's total
expenses were 1.61% of the Portfolio average
daily net assets.  The Portfolio's expense ratio
for the present fiscal year is expected to
increase due to a decrease in the Portfolio's
total assets.

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 expenses of the Portfolio presently
paid directly by the Portfolio, would
significantly reduce the Portfolio's returns.
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
Portfolio could achieve a significant increase
in asset size and achieve economies of scale.
The Board therefore concluded that it would be
in the interest of the shareholders of the
Portfolio to liquidate the Portfolio 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 PORTFOLIO'S BUSINESS AS AN INVESTMENT
COMPANY.  The Plan will become effective on the
date of its adoption and approval by a majority
of the outstanding shares of the Portfolio.
Following this approval, the Portfolio (i) will
cease to invest its assets in accordance with
its investment objective and will sell the
portfolio securities it owns in order to convert
the Portfolio's assets to cash; (ii) will not
engage in any business activities except for the
purposes of winding up its business and affairs,
preserving the value of its assets and
distributing its assets to shareholders after
the payment to (or reservation of assets for
payment to) all creditors of the Portfolio; and
(iii) 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 Portfolio
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 on the
effective date of the Plan:  (i) to each
shareholder not holding stock certificates of
the Portfolio, liquidating cash distribution
equal to the shareholder's proportionate
interest in the net assets of the Portfolio,
(ii) to each shareholder holding stock
certificates of the Portfolio, a confirmation
showing such shareholder's proportionate
interest in the net assets of the Portfolio with
an advice that such shareholder will be paid in
cash upon return of the stock certificates; and
(iii) information concerning the sources of the
liquidating distribution.  (Plan, Section 7)

4.   EXPENSES.  The Portfolio will bear all
expenses incurred by it in carrying out the Plan
up to $2,000.  It is expected that other
liabilities of the Portfolio incurred or
expected to be incurred prior to the date of the
liquidating distribution will be paid by the
Portfolio, or set aside for payment, prior to
the mailing of the liquidating distribution.
The Portfolio's liabilities relating to the Plan
are estimated at no more than $2,000 which
includes legal and auditing expenses and
printing, mailing, soliciting and miscellaneous
expenses arising from the liquidation, which the
Portfolio normally would not incur if it were to
continue in business.  If the Portfolio incurs
more than $2,000 in additional liabilities to
liquidate the Portfolio, such expenses will be
paid by the Adviser.  The total liabilities of
the Portfolio prior to the liquidating
distribution are estimated to be $85,263.  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
Trustees fees and printing costs.  Any expenses
and liabilities attributed to the Portfolio
subsequent to the mailing of the liquidating
distribution will be borne by the Adviser.
(Plan, Section 6 and 8)

5.   CONTINUED OPERATION OF THE PORTFOLIO.
After the date of mailing of the liquidating
distribution, the dissolution of the Portfolio
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
Portfolio and to effect the dissolution,
complete liquidation and termination of the
existence of the Portfolio and the purposes to
be accomplished by the Plan.  (Plan, Sections 9
and 10)

GENERAL TAX CONSEQUENCES.

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 Portfolio 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
Portfolio will continue to exist as a registered
investment company 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
Thompson, Siegel & Walmsley, Inc., a Virginia
corporation located at 5000 Monument Avenue,
Richmond, Virginia 23230.  The Portfolio's
principal underwriter is UAM Fund Distributors,
Inc., 211 Congress Street, Boston, Massachusetts
02110.  The Portfolio's administrator is UAM
Fund Services, Inc., located at 211 Congress
Street, Boston, Massachusetts 02110.  The
investment adviser, principal underwriter and
administrator for the Portfolio are subsidiaries
of United Asset Management Corporation.  UAM
Fund Services, Inc. has sub-contracted some
administrative services to SEI Investments,
Inc., One Freedom Valley Drive, Oaks,
Pennsylvania  19456.  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
Portfolio, including audited financial
statements for the Portfolio for the fiscal year
ended April 30, 2000 has been mailed to
shareholders.  The Annual Report should be read
in conjunction with this Proxy Statement.  You
can obtain a copy of the Annual Report from the
Fund, without charge, by writing to the Fund at
the address on the cover of this Proxy
Statement, or by calling 1-877-UAM-LINK (826-
5465).

OTHER MATTERS

The Portfolio is not aware of any other matter
that 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
judgement at that time with respect to such
matters.


By Order of the Board of Trustees,



Linda T. Gibson, Esq.
Secretary


Dated:  November 27, 2000


EXHIBIT A
UAM FUNDS TRUST
TS&W INTERNATIONAL OCTAGON PORTFOLIO
PLAN OF LIQUIDATION AND DISSOLUTION

This Plan of Liquidation and Dissolution
("Plan") concerns the TS&W International Octagon
Portfolio (the "Portfolio"), a series of UAM
Funds Trust (the "Fund"), which is a business
trust organized and existing under the laws of
the State of Delaware.  The Portfolio began
operations on January 2, 1997.  The Fund is
registered as an open-end management investment
company registered under the Investment Company
Act of 1940, as amended ("Act").  The Plan is
intended to accomplish the complete liquidation
and dissolution of the Portfolio in conformity
with all provisions of Delaware law and the
Fund's 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
Portfolio;  and
WHEREAS, at a meeting of the Board of Trustees
on September 13, 2000, the Board considered and
adopted this Plan as the method of liquidating
and dissolving the Portfolio and directed that
this Plan be submitted to shareholders of the
Portfolio for approval;
NOW THEREFORE, the liquidation and dissolution
of the Portfolio 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 Portfolio.  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
Portfolio shall be dissolved in accordance with
the laws of the State of Delaware and the Fund's
Declaration of Trust ("Dissolution").
3.   CESSATION OF BUSINESS.  After the Effective
Date of the Plan, the Portfolio shall cease its
business as an investment company 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
Portfolio.
4.   RESTRICTION OF TRANSFER AND REDEMPTION OF
SHARES.  The proportionate interests of
shareholders in the assets of the Portfolio
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 Portfolio 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 Portfolio's 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 of the Portfolio
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 a class of the Portfolio 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 on the Effective Date: (1)
to each shareholder not holding stock
certificates of the Portfolio, a liquidating
distribution equal to the shareholder's
proportionate interest in the net assets of the
Portfolio; (2) to each shareholder holding stock
certificates of the Portfolio, a confirmation
showing such shareholder's proportionate
interest in the net assets of the Portfolio with
an advice that such shareholder will be paid in
cash upon return of the stock certificate; and
(3) information concerning the sources of the
liquidating distribution.
8.   MANAGEMENT AND EXPENSES OF THE PORTFOLIO
SUBSEQUENT TO THE LIQUIDATING DISTRIBUTION.  The
Portfolio shall bear all expenses incurred by it
up to $2,000 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 over
$2,000 allocable to a class of the Portfolio
subsequent to the mailing of the liquidating
distribution will be borne by Thompson, Siegel &
Walmsley, 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 Trustees
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 Portfolio assets and the
dissolution, complete liquidation and
termination of the existence of the Portfolio,
and the distribution of its net assets to
shareholders in accordance with the laws of the
State of Delaware and the purposes to be
accomplished by the Plan.
UAM FUNDS TRUST
On behalf of TS&W International Octagon
Portfolio
For the Board of Trustees

By:  ______________________
James F. Orr III
Chairman

Accepted:

THOMPSON, SIEGEL & WALMSLEY, INC.

By:  ______________________
Name:
Title:

Date:  January 10, 2001


THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF TRUSTEES
OF THE FUND

UAM FUNDS TRUST
TS&W International Octagon Portfolio
Proxy for Special Meeting of Shareholders
January 10, 2001

KNOW ALL MEN BY THESE PRESENT, that the
undersigned hereby constitutes and appoints
Linda T. Gibson or Gary L. French, or either of
them, with power of substitution, as attorneys
and proxies to appear and vote all of the shares
of stock standing in the name of the undersigned
at the Special Meeting of Shareholders of the
TS&W International Octagon 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 Wednesday, January 10, 2000, 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 TS&W International Octagon
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:      ____________, 200_

________________________

________________________

Signature of Shareholder(s)


(Signature of all joint owners is required.
Fiduciaries please indicate your full title.)
If any other matters properly come before the
meeting about which the proxy holders were not
aware prior to the time of the solicitation,
authorization is given the proxy holders to vote
in accordance with the views of management
thereon.  The management is not aware of any
such matters.

PLEASE SIGN, DATE AND PROMPTLY RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE.





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