Report of Independent Accountants
To the Board of Trustees of UAM Funds Trust
and Shareholders IRA Capital Preservation Portfolio:
In planning and performing our audit of the financial
statements of IRACapital Preservation Portfolio
(the "Portfolio"), a portfolio of the UAM
Funds Trust, 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 Portfolio 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 Trustees, 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
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