Report of Independent Accountants
To the Board of Trustees and Shareholders
of UAM Funds Trust:
In planning and performing our audits of the financial statements of BHM&S
Total Return Bond Portfolio, Cambiar Opportunity Portfolio, Chicago Asset
Management Value/Contrarian Portfolio, Chicago Asset Management
Intermediate Bond Portfolio, Clipper Focus Portfolio, Hanson Equity Portfolio,
Jacobs International Octagon Portfolio, MJI International Equity Portfolio,
Pell Rudman Mid-Cap Growth Portfolio, PIC Twenty Portfolio and TJ Core
Equity Portfolio (eleven of the portfolios constituting UAM Funds Trust,
hereafter referred to as the "Fund") for the year or period ended April 30,
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 Fund 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 accounting principles generally in the
United States. 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
April 30, 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
June 14, 2000
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