Report of Independent Accountants
To the Board of Directors and Shareholders
of UAM Funds, Inc.:
In planning and performing our audit of the financial
statements of UAM Funds, Inc. (the "Company") for
the year ended October 31, 2000, we considered its
internal control, including control activities for
safeguarding securities, in order to determine our auditing
procedures for the purpose of expressing our opinion
on the financial statements and to comply with the
requirements of Form N-SAR, not to provide assurance
on internal control.
The management of the Company is responsible for
establishing and maintaining internal control.
In fulfilling this responsibility, estimates
and judgments by management are required to
assess the expected benefits and related costs
of controls. Generally, controls that are
relevant to an audit pertain to the entity's
objective of preparing financial statements
for external purposes that are fairly
presented in conformity with generally
accepted accounting principles. Those controls
include the safeguarding of assets against
unauthorized acquisition, use or disposition.
Because of inherent limitations in internal
control, errors or fraud may occur and not
be detected. Also, projection of any evaluation
of internal control to future periods is subject
to the risk that controls may become inadequate
because of changes in conditions or that
the effectiveness of their design and operation
may deteriorate.
Our consideration of internal control
would not necessarily disclose all matters
in internal control that might be material
weaknesses under standards established by
the American Institute of Certified Public
Accountants. A material weakness is a condition
in which the design or operation of one or
more of the internal control components
does not reduce to a relatively low level
the risk that misstatements caused by error
or fraud in amounts that would be material
in relation to the financial statements being
audited may occur and not be detected
within a timely period by employees in
the normal course of performing their assigned
functions. However, we noted no matters
involving internal control and its operation,
including controls for safeguarding securities,
that we consider to be material weaknesses as
defined above as of October 31, 2000.
This report is intended solely for the information
and use of the Board of Directors, management and
the Securities and Exchange Commission and is not
intended to be and should not be used by anyone
other than these specified parties.
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 20, 2000
1
2
