APRIL 6, 1999

MUTUAL FUNDS SERVICE AGREEMENT

. Sub-Fund administration Services

. Sub-Fund accounting Services

UAM FUNDS, INC. II

APRIL 6, 1999

MUTUAL FUNDS SERVICE AGREEMENT

AGREEMENT made as of April 6, 1999 by and between UAM FUND SERVICES,
INC. ("UAMFSI"), a Delaware corporation, and SEI Fund Resources ("Service
Provider"), a _______ corporation.

W I T N E S S E T H:

WHEREAS, UAM Funds, Inc. II (the "Fund") is registered as an open-end
management, investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and currently offers for sale to investors its shares
in several investment portfolios (each a "Portfolio," collectively the
"Portfolios") and classes of such Portfolios (each a "Class, collectively the
"Classes");

WHEREAS, UAMFSI is responsible for the provision of certain fund
administration, fund accounting and transfer agent services with respect to the
Fund pursuant to the Agreement between UAMFSI and the Fund dated April 6, 1999
(the "Administration Agreement"); and

WHEREAS, UAMFSI wishes to retain Service Provider to provide certain
fund sub-administration and sub-accounting services with respect to the Fund,
and Service Provider is willing to furnish such services;

NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. APPOINTMENT. UAMFSI hereby appoints Service Provider to provide
certain fund sub-administration and sub-accounting services for the Fund,
subject to the supervision of UAMFSI and the Board of Directors of the Fund (the
"Board"), for the period and on the terms set forth in this Agreement. Service
Provider accepts such appointment and agrees to furnish the services herein set
forth in return for the compensation as provided in Paragraph 5, of and Schedule
A, to this Agreement.

2. REPRESENTATIONS AND WARRANTIES.

(a) Service Provider represents and warrants to UAMFSI that:

(i) Service Provider is a corporation existing under the laws
of the State of ______;

(ii) Service Provider is duly qualified to carry on its
business in the Commonwealth of Massachusetts;

(iii) Service Provider is empowered under applicable laws and by
its Certificate of Incorporation and By-Laws to enter into and perform this
Agreement;

(iv) all requisite corporate proceedings have been taken to
authorize Service Provider to enter into and perform this Agreement;

(v) Service Provider has, and will continue to have, access to
the facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;

(vi) no legal or administrative proceedings have been
instituted or threatened which would impair Service Provider's ability to
perform its duties and obligations under this Agreement; and

(vii) Service Provider's entrance into this Agreement shall not
cause a material breach or be in material conflict with any other agreement or
obligation of Service Provider or any law or regulation applicable to Service
Provider.

(b) UAMFSI represents and warrants to Service Provider that:

(i) UAMFSI is a corporation existing under the laws of the
State of Delaware;

(ii) UAMFSI is duly qualified to carry on its business in the
Commonwealth of Massachusetts;

(iii) UAMFSI is empowered under applicable laws and by its
Certificate of Incorporation and By-Laws to enter into and perform this
Agreement;

(iv) all requisite corporate proceedings have been taken to
authorize UAMFSI to enter into and perform this Agreement;

(v) UAMFSI has, and will continue to have, access to the
facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;

(vi) no legal or administrative proceedings have been
instituted or threatened which would impair UAMFSI's ability to perform its
duties and obligations under this Agreement; and

(vii) UAMFSI's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of UAMFSI or any law or regulation applicable to UAMFSI;

(i) the Fund is a Maryland corporation, duly organized and
existing and in good standing under the laws of the State of Maryland;

(ii) the Fund is an investment company properly registered
under the 1940 Act;

(iii) a registration statement for the Fund under the Securities
Act of 1933, as amended ("1933 Act") and the 1940 Act on Form N-1A has been
filed and will be effective and will remain effective during the term of this
Agreement, and all necessary filings under the laws of the states will have been
made and will be current during the term of this Agreement; and

(iv) that outside counsel to the Fund has represented that the
Fund's registration statements comply in all material respects with the
Securities Act of 1933 ("1933 Act") and the 1940 Act (including the rules and
regulations thereunder) and none of the Fund's prospectuses contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements therein not misleading .

3. DELIVERY OF DOCUMENTS. UAMFSI will promptly furnish to Service
Provider such copies, properly certified or authenticated, of contracts,
documents and other related information that Service Provider may reasonably
request or require to properly discharge its duties. Such documents may include
but are not limited to the following:

(a) Resolutions of the Fund's Board authorizing the appointment of
UAMFSI to provide certain fund administration and fund accounting services to
the Fund and approving this Agreement;

(b) UAMFSI's and the Fund's Articles of Incorporation;

(d) Authorization by the Fund contained in the Administration
Agreement allowing UAMFSI to make representations to Service Provider on its
behalf;

(e) The Fund's Notification of Registration on Form N-8A under the
1940 Act, as filed with the Securities and Exchange Commission ("SEC");

(f) The Fund's registration statement including exhibits, as amended,
on Form N-1A (the "Registration Statement") under the 1933 Act and the 1940 Act,
as filed with the SEC;

(g) Copies of the Investment Advisory Agreements between the Fund and
its investment advisers (the "Advisory Agreements");

(h) Opinions of counsel and auditors' reports;

(i) The Fund's Prospectus(es) and Statement(s) of Additional
Information relating to all Portfolios and all amendments and supplements
thereto (such Prospectus(es) and Statement(s) of Additional Information and
supplements thereto, as presently in effect and as from time to time hereafter
amended and supplemented, herein called the "Prospectuses"); and

(j) Such other agreements as the Fund may enter into from time to
time which may be relevant to the performance of Service Provider's duties and
obligations under the terms of this Agreement, including securities lending
agreements, futures and commodities account agreements, brokerage agreements,
and options agreements.

4. SERVICES PROVIDED

(a) Service Provider will provide the following services subject to
the control, direction and supervision of UAMFSI and the Fund's Board and in
compliance with the objectives, policies and limitations set forth in the Fund's
Registration Statement, Articles of Incorporation and By-Laws; applicable laws
and regulations; and all resolutions and policies implemented by the Board:

(i) Fund Sub-Administration

(ii) Sub-Accounting

A description of each of the above services is contained in Schedules B and C
respectively, to this Agreement.

(b) Service Provider will also:

(i) provide office facilities with respect to the provision of
the services contemplated herein (which may be in the offices of Service
Provider or a corporate affiliate of Service Provider);

(ii) provide the services of individuals to serve as officers
of the Fund who will be designated by Service Provider with the approval of
UAMFSI, and elected by the Board;

(iii) provide or otherwise obtain personnel sufficient for
provision of the services contemplated herein;

(iv) furnish equipment and other materials, which Service
Provider believes are necessary or desirable for provision of the services
contemplated herein; and

(v) keep records relating to the services provided hereunder
in such form and manner as set forth in Schedules B and C in accordance with the
1940 Act. To the extent required by Section 31 of the 1940 Act and the rules
thereunder, Service Provider agrees that all such records prepared or maintained
by Service Provider relating to the services provided hereunder are the property
of UAMFSI and the Fund and will be preserved for the periods prescribed under
Rule 31a-2 under the 1940 Act, maintained at UAMFSI's and/or the Fund's expense,
and made available in accordance with such Section and rules. Service Provider
further agrees to surrender promptly to UAMFSI or the Fund upon its request and
cease to retain in its records and files those records and documents created and
maintained by Service Provider pursuant to this Agreement, unless otherwise
required by law. Service Provider will provide a copy of such records to UAMFSI,
upon request, in a mutually agreed upon electronic format.

5. FEES; EXPENSES; EXPENSE REIMBURSEMENT.

(a) As compensation for the services rendered to the Fund and UAMFSI
pursuant to this Agreement, UAMFSI shall pay Service Provider monthly fees
determined as set forth in Schedule A to this Agreement. Such fees are to be
billed monthly and shall be due and payable upon receipt of the invoice. Upon
any termination of this Agreement before the end of any month, the fee for the
part of the month before such termination shall be prorated according to the
proportion which such part bears to the full monthly period and shall be payable
upon the date of termination of this Agreement.

(b) For the purpose of determining fees calculated as a function of
the Fund's assets, the value of the Fund's assets and net assets shall be
computed as required by its currently effective Prospectus, generally accepted
accounting principles, and resolutions of the Fund's Board.

(c) Service Provider may, in its sole discretion, from time to time
employ or associate with such person or persons as may be appropriate to assist
Service Provider in the performance of this Agreement. Such person or persons
may be officers and employees who are employed or designated as officers by both
Service Provider and the Fund. The compensation of such person or persons for
such employment shall be paid by Service Provider and no obligation will be
incurred by or on behalf of the Fund or UAMFSI in such respect.

(d) UAMFSI may request additional services, additional processing, or
special reports on behalf of the Fund or itself. UAMFSI shall submit such
requests in writing together with such specifications and requirements
documentation as may be reasonably required by Service Provider. If Service
Provider elects to provide such services or arrange for their provision, it
shall be entitled to reasonable additional fees and expenses at its customary
rates and charges, or such other fees, if any, mutually agreed to by Service
Provider and UAMFSI.

(e) Service Provider will bear all of its own expenses in connection
with the performance of the services under this Agreement except as otherwise
expressly provided herein. UAMFSI agrees to promptly reimburse Service Provider
for any equipment and supplies specially ordered by or for UAMFSI or the Fund
through Service Provider and for any other expenses not contemplated by this
Agreement that Service Provider may incur on the Fund's and/or UAMFSI's behalf
at the Fund's and/or UAMFSI's request or as consented to by the Fund and/or
UAMFSI, provided that Service Provider will notify the Fund and/or UAMFSI of the
approximate amount of such expenses prior to incurring them. Such other
expenses to be incurred in the operation of the Fund and to be borne by the Fund
and/or UAMFSI, include, but are not limited to: taxes; interest; brokerage fees
and commissions; salaries and fees of officers and directors who are not
officers, directors, shareholders or employees of Service Provider, or the
Fund's investment advisers or distributor; SEC and state Blue Sky registration
and qualification fees, levies, fines and other charges; ▇▇▇▇▇ filing fees,
processing services and related fees; advisory and administration fees; charges
and expenses of pricing and data services, independent public accountants and
custodians; insurance premiums including fidelity bond premiums; auditing
expenses; expenses of fund counsel and counsel to the independent trustees;
costs of maintenance of corporate existence; expenses of typesetting and
printing of prospectuses for regulatory purposes and for distribution to current
shareholders of the Fund (the Fund's distributor to bear the expense of all
other printing, production, and distribution of prospectuses, statements of

additional information, and marketing materials); expenses of printing and
production costs of shareholders' reports and proxy statements and materials;
costs and expenses of Fund stationery and forms; costs and expenses of special
telephone and data lines and devices; costs associated with corporate,
shareholder, and Board meetings; trade association dues and expenses; and any
extraordinary expenses and other customary Fund expenses. In addition, Service
Provider may utilize one or more independent pricing services, approved from
time to time by the Fund's Board, to obtain securities prices and to act as
backup to the primary pricing services, in connection with determining the net
asset values of the Fund, and UAMFSI and/or the Fund will reimburse Service
Provider for the Fund's share of the cost of such services based upon the actual
usage, or a pro-rata estimate of the use, of the services for the benefit of the
Fund.

(f) All fees, out-of-pocket expenses, or additional charges of
Service Provider shall be billed on a monthly basis and shall be due and payable
upon receipt of the invoice.

Service Provider will render, after the close of each month in which
services have been furnished, a statement reflecting all of the charges for such
month. Charges remaining unpaid after thirty (30) days of receipt shall bear
interest in finance charges equivalent to, in the aggregate, the Prime Rate (as
determined by Service Provider) plus two percent per year and all costs and
expenses of effecting collection of any such sums, including reasonable
attorney's fees, shall be paid by UAMFSI to Service Provider.

In the event that UAMFSI is more than sixty (60) days delinquent in
its payments of monthly ▇▇▇▇▇▇▇▇ in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by UAMFSI),
this Agreement may be terminated upon thirty (30) days' written notice to UAMFSI
by Service Provider. UAMFSI must notify Service Provider in writing of any
contested amounts within thirty (30) days of receipt of a billing for such
amounts. Disputed amounts are not due and payable while they are being
disputed. The fees set forth in Schedule A may be changed from time to time
upon agreement of the parties.

6. PROPRIETARY AND CONFIDENTIAL INFORMATION. Service Provider agrees on
behalf of itself and its employees to treat confidentially and as proprietary
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and to not use such records and
information for any purpose other than performance of Service Provider's
responsibilities and duties hereunder. Service Provider may seek a waiver of
such confidentiality provisions by furnishing reasonable prior notice to the
Fund and UAMFSI

and obtaining approval in writing from the Fund and UAMFSI, which approval shall
not be unreasonably withheld and may not be withheld where Service Provider may
be exposed to civil or criminal contempt proceedin gs for failure to comply,
when requested to divulge such information by duly constituted authorities.
Waivers of confidentiality are automatically effective without further action by
Service Provider with respect to Internal Revenue Service levies, subpoenas and
similar actions, or with respect to any request by the Fund or UAMFSI.

7. DUTIES, RESPONSIBILITIES, AND LIMITATION OF LIABILITY.

(a) In the performance of its duties hereunder, Service Provider
shall be obligated to act in good faith in performing the services provided for
under this Agreement. In performing its services hereunder, UAMFSI represents
and warrants that Service Provider shall be entitled to rely on any oral or
written instructions, notices or other communications, including electronic
transmissions, from UAMFSI and the Fund and its custodians, officers and
directors, investors, agents, legal counsel and other service providers which
Service Provider reasonably believes to be genuine, valid and authorized, and
that Service Provider shall also be entitled to consult with and rely on the
advice and opinions of outside legal counsel retained by UAMFSI and/or the Fund,
as necessary or appropriate.

(b) Service Provider shall not be liable for any error of judgment or
mistake of law or for any loss or expense suffered by the Fund or UAMFSI, in
connection with the matters to which this Agreement relates, except for a loss
or expense solely caused by or resulting from willful misfeasance, bad faith or
gross negligence on Service Provider's part in the performance of its duties or
from reckless disregard by Service Provider of its obligations and duties under
this Agreement. Any person, even though also an officer, director, partner,
employee or agent of Service Provider, who may be or become an officer,
director, partner, employee or agent of the Fund, shall be deemed when rendering
services to the Fund or acting on any business of the Fund (other than services
or business in connection with Service Provider's duties hereunder) to be
rendering such services to or acting solely for the Fund and not as an officer,
director, partner, employee or agent or person under the control or direction of
Service Provider even though paid by Service Provider. In no event shall
Service Provider be liable to the Fund, UAMFSI or any other party for special,
indirect or consequential loss or damage of any kind whatsoever (including

but not limited to lost profits), even if Service Provider has been advised of
the likelihood of such loss or damage and regardless of the form of action.

(c) Subject to Paragraph 7 (b) above, Service Provider shall not be
responsible for, and UAMFSI shall indemnify and hold Service Provider harmless
from and against, any and all losses, damages, costs, reasonable attorneys' fees
and expenses, payments, expenses and liabilities arising out of or attributable
to:
(i) all actions of Service Provider or its officers or agents
required to be taken pursuant to this Agreement;

(ii) the reliance on or use by Service Provider or its officers
or agents of information, records, or documents which are received by Service
Provider or its officers or agents and furnished to it or them by or on behalf
of UAMFSI and/or the Fund, and which have been prepared or maintained by UAMFSI
and/or the Fund or any third party on behalf of UAMFSI and/or the Fund;

(iii) UAMFSI's refusal or failure to comply with the terms of
this Agreement or UAMFSI's lack of good faith, or its actions, or lack thereof,
involving negligence or willful misfeasance;

(iv) the breach of any representation or warranty of UAMFSI
hereunder;

(v) any delays, inaccuracies, errors in or omissions from data
provided to Service Provider by data and pricing services;

(vi) the reliance on or the carrying out by Service Provider or
its officers or agents of any proper instructions reasonably believed to be duly
authorized, or requests of the Fund or UAMFSI;

(vii) the offer or sale of shares by the Fund in violation of
any requirement under the Federal securities laws or regulations or the
securities laws or regulations of any state, or in violation of any stop order
or other determination or ruling by any Federal agency or any state agency with
respect to the offer or sale of such shares in such state (1) resulting from
activities, actions, or omissions by the Fund or its other service providers and
agents, or (2) existing or arising out of activities, actions or omissions by or
on behalf of the Fund prior to the effective date of this Agreement;

(viii) any failure of the Fund's registration statement to
comply with the 1933 Act and the 1940 Act (including the rules and regulations
thereunder) and any other applicable laws, or any untrue statement of a material
fact or omission of a material fact necessary to make any statement therein not
misleading in a Fund's prospectus; and

(ix) the actions taken by UAMFSI, its investment advisers, and
its distributor in compliance with applicable securities, tax, commodities and
other laws, rules and regulations, or the failure to so comply.

8. TERM. This Agreement shall become effective on the date first
hereinabove written and shall continue through ___________, unless sooner
terminated, as provided herein. Thereafter, unless sooner terminated, this
Agreement shall continue in effect from year to year provided such continuance
is specifically approved by UAMFSI. This Agreement may be modified or amended
from time to time by mutual agreement between the parties hereto. This Agreement
may be terminated by either party on 90 days' prior written notice; subject to
renegotiation after the initial term. Upon termination of this Agreement,
UAMFSI shall pay to Service Provider such compensation and any out-of-pocket or
other reimbursable expenses which may become due or payable under the terms
hereof as of the date of termination or after the date that the provision of
services ceases, whichever is later.

9. NOTICES. Any notice required or permitted hereunder shall be in
writing to the parties at the following address (or such other address as a
party may specify by notice to the other):

If to UAMFSI:

UAM Fund Services, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

If to Service Provider:

[Service]

Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon confirmed
receipt of telex or facsimile, whichever occurs first.

10. ASSIGNABILITY. This Agreement shall not be assigned by either of
the parties hereto without the prior consent in writing of the other party;
provided, however, that Service Provider may in its own discretion and without
limitation or prior consent of the Fund or UAMFSI, whenever and on such terms
and conditions as Service Provider deems necessary or appropriate, subcontract,
delegate or assign its rights, duties, obligations and liabilities to
subsidiaries or affiliates of Service Provider; provided, further, that any such
subcontract, agreement or understanding shall not discharge Service Provider or
its affiliates or subsidiaries, as the case may be, from its obligations
hereunder. Similarly, Service Provider or its affiliated subcontractor,
designee, or assignee may at its discretion, without notice to the Fund or
UAMFSI, enter into such subcontracts, agreements and understandings, whenever
and on such terms and conditions as Service Provider or they deem necessary or
appropriate to perform services hereunder, with non-affiliated third parties;
provided, that such subcontract, agreement or understanding shall not discharge
Service Provider, or its subcontractor, designee, or assignee, as the case may
be, from Service Provider's obligations hereunder. Service Provider or its
affiliated subcontractor, designee, or assignee shall, however, be discharged
from Service Provider's obligations hereunder, if UAMFSI, the Fund or its
sponsor, investment advisers or distributor require Service Provider or its
affiliated subcontractor, designee, or assignee to enter into any subcontract,
agreement or understanding to perform services hereunder with any non-affiliated
third party; and UAMFSI shall indemnify and hold harmless Service Provider and
its affiliated subcontractor, designee, or assignee from and against, any and
all losses, damages, costs, reasonable attorneys' fees and expenses, payments,
expenses and liabilities arising out of or attributable to such subcontract,
agreement or understanding.

11. WAIVER. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
nor shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.

12. FORCE MAJEURE. Service Provider shall not be responsible or
liable for any failure or delay in performance of its obligations under this
Agreement arising out of or caused,

directly or indirectly, by circumstances beyond its control, including without
limitation, acts of God, earthquakes, fires, floods, wars, acts of civil or
military authorities, or governmental actions, nor shall any such failure or
delay give the Fund the right to terminate this Agreement.

13. AMENDMENTS. This Agreement may be modified or amended from time
to time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought. The addition of new portfolios or
new classes of portfolios to the Fund will be deemed self-executing amendments
to this Agreement requiring no further action, subject to the approval of
Service Provider. Such self-executing amendments will be subject to the terms
and conditions of this Agreement, and may in no other way alter the terms and
conditions contained herein, unless done so by mutual written agreement between
the parties.

14. SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.

15. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF MASSACHUSEETS (EXCLUDING ITS CHOICE OF LAW
PROVISIONS), INCLUDING THE DETERMINATION OF WHEN AN "ASSIGNMENT" HAS OCCURRED.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.

UAM FUND SERVICES, INC.

Attest:____________________ By: _______________________

Name:______________________ Name:______________________

Title:_____________________

SEI FUND RESOURCES

Attest:_____________________ By:________________________

Name:__________________ Name:___________________

Title:__________________

MUTUAL FUNDS SERVICE AGREEMENT

SCHEDULE A
FEES AND EXPENSES

UAMFSI shall pay Service Provider monthly fees for its services to the Fund
calculated at the annual rate set forth below.

. $35,000 for the first operational Class of a Portfolio; plus
. $5,000 for each additional operational Class of a Portfolio; plus
. 0.03% of the total net assets of the Fund.

These fees do not include out-of-pocket expenses, which will be billed monthly
and due upon billing.

A-1

MUTUAL FUNDS SERVICE AGREEMENT

SCHEDULE B
GENERAL DESCRIPTION OF FUND SUB-ADMINISTRATION SERVICES

I. FINANCIAL AND TAX REPORTING

A. Prepare agreed upon management reports and Board of Directors
materials such as unaudited financial statements and distribution
summaries.

B. Report Fund performance to outside services as directed by Fund
management or UAMFSI.

C. Calculate dividend and capital gain distributions in accordance with
distribution policies detailed in the Fund's prospectus(es). Assist
UAMFSI in making final determinations of distribution amounts.

D. Estimate and recommend year-end dividend and capital gain
distributions necessary to establish the Portfolio's status as a
regulated investment company ("RIC") under Section 4982 of the
Internal Revenue Code of 1986, as amended (the "Code") regarding
minimum distribution requirements.

E. Working with the Fund's public accountants or other professionals,
prepare and file Fund's Federal tax return on Form 1120-RIC along with
all state and local tax returns where applicable. Prepare and file
Federal Excise Tax Return (Form 8613).

F. Prepare and file Fund's Form N-SAR with the SEC.

G. Prepare and coordinate printing of Fund's Semiannual and Annual
Reports to Shareholders.

H. Notify shareholders as to what portion, if any, of the distributions
made by the Fund's during the prior fiscal year were exempt-interest
dividends under Section 852 (b)(5)(A) of the Code.

I. Provide Form 1099-MISC to persons other than corporations (i.e.,
Directors to whom the Fund paid more than $600 during the year).

J. Prepare and file California State Expense Limitation Report, if
applicable.

K. Provide financial information for Fund proxies and prospectuses
(Expense Table).

B-1

II. PORTFOLIO COMPLIANCE

A. Assist with monitoring each Portfolio's compliance with investment
restrictions (e.g., issuer or industry diversification, etc.) listed
in the current prospectus(es) and Statement(s) of Additional
Information, although primary responsibility for such compliance shall
remain with the Fund's investment adviser or investment manager.

B. Assist with monitoring each Portfolio's compliance with the
requirements of Section 851 of the Code for qualification as a RIC
(i.e., 90% Income, 30% Income - Short Three, Diversification Tests)
although primary responsibility for such compliance shall remain with
the Fund's investment adviser or investment manager.

C. Assist with monitoring investment manager's compliance with Board
directives such as "Approved Issuers Listings for Repurchase
Agreements", Rule 17a-7, and Rule 12d-3 procedures, although primary
responsibility for such compliance shall remain with the Fund's
investment adviser or investment manager.

D. Mail quarterly requests for "Securities Transaction Reports" to the
Fund's Directors and Officers and "access persons" under the terms of
the Fund's Code of Ethics and SEC regulations.

E. Prepare and update compliance manuals and procedures.

F. Mail, collect and review on a quarterly basis compliance checklists
for each Portfolio.

III. GENERAL ADMINISTRATION

A. Furnish officers of the Fund, subject to reasonable UAMFSI and Board
approval.

B. Prepare Fund or Portfolio expense projections, establish accruals and
review on a periodic basis, including expenses based on a percentage
of Fund's average daily net assets (advisory and administrative fees)
and expenses based on actual charges annualized and accrued daily
(audit fees, registration fees, directors' fees, etc.).

C. For new Portfolios, obtain Employer or Taxpayer Identification Number
and CUSIP numbers. Estimate organizational costs and expenses and
monitor against actual disbursements.

D. Coordinate all communications and data collection with regard to any
regulatory examinations and yearly audits by independent accountants.

B-2

E. File copies of financial reports to shareholders with the SEC under
Rule 30b2-1.

B-3

MUTUAL FUNDS SERVICE AGREEMENT

SCHEDULE C
GENERAL DESCRIPTION OF FUND SUB-ACCOUNTING SERVICES

I. GENERAL DESCRIPTION

Service Provider shall provide the following accounting services to the
Fund:

A. Maintenance of the books and records and accounting controls for the
Fund's assets, including records of all securities transactions;

B. Calculation of each Portfolio's Net Asset Value in accordance with the
prospectus and once the Portfolio meets eligibility requirements,
transmission to NASDAQ and to such other entities as directed by the
Fund and/or UAMFSI;

C. Accounting for dividends and interest received and distributions made
by the Fund;

D. Production of transaction data, financial reports and such other
periodic and special reports as UAMFSI and/or the Board may reasonably
request;

E. Liaison with the Fund's independent auditors; and

F. A listing of reports that will be available to UAMFSI and the Fund is
included below.

II. DOMESTIC FUND ACCOUNTING DAILY REPORTS

A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report

B. Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report

C. Pricing Reports

C-1

1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report

D. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report

E. Other Reports
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal

III. INTERNATIONAL FUND ACCOUNTING DAILY REPORTS

A. General Ledger
1. Trial Balance Report
2. General Ledger Activity Report

B. Portfolio Reports
1. Portfolio Report by ▇▇▇▇▇▇
▇. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal

C. Currency Reports
1. Currency Purchase /Sales Journal
2. Currency Valuation Report

D. Pricing Reports
1. Pricing Report by Country
2. Pricing Report by Market Value
3. Price Variance by % Change
4. NAV Report
5. NAV Proof Report

E. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Sold/Matured
2. Accounts Payable for Investments Purchased

C-2

3. Accounts Receivable for Forward Exchange Contracts
4. Accounts Payable for Forward Exchange Contracts
5. Interest Receivable Valuation
6. Interest Recoverable Withholding Tax
7. Dividends Receivable Valuation
8. Dividends Recoverable Withholding Tax

F. Other Reports
1. Exchange Rate Report

IV. MONTHLY FUND ACCOUNTING REPORTS

A. Standard Reports
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Fund Performance Report

B. International Reports
1. Forward Contract Transaction History Report
2. Currency Gain/Loss Report

C-3

MUTUAL FUNDS SERVICE AGREEMENT

SCHEDULE D
SERVICE QUALITY STANDARDS

UAM Funds, Inc. II and SEI Fund Resources agree that the attached listing of
service quality standards constitute Schedule D of the Mutual Funds Service
Agreement dated April 6, 1999.

D-1

UAM FUNDS
SERVICE QUALITY STANDARDS

CLIENT RELATIONSHIP MANAGER SERVICE QUALITY STANDARDS
-----------------------------------------------------

GOAL STANDARD
---- --------
(100%)

Deliver quality service standards 15/th/ of the month
reporting/monthly reporting

Deliver monthly calendar of events 2 days before month end

Coordinate weekly operations meeting Every week

Deliver minutes to participants on the 2 days after weekly
weekly meeting

Coordinate and track project plan of 2 days after weekly
all open items/issues
meetings

Address any issues/problems followed 3 days after issue
up in writing if agreed

SUB-ACCOUNTING SERVICE QUALITY STANDARDS
----------------------------------------

GOAL STANDARD
---- --------

Pricing Accuracy* 99%

Reporting NAV to NASDAQ 98%

Reporting NAV to the Transfer Agent (CGFSC) 98%

Cash Availability reported to Adviser by 12:30 pm 98%

Trades recorded on T+1 (cut-off time 2:00 p.m.) 98%
(dependent on Adviser delivery)

Collection of Past Due items (USA only) 30 Days 99%

Weekly custody reconciliation 100%

Monthly cost proof reconciliation 100%

Accuracy of mil rate/dividend rate 98%

Notification of stale prices to Adviser/FSI After 7 days 100%
(5 business
- 7 calendar)

* "Pricing" refers to a price that is published or sent to an Adviser.

SUB-ADMINISTRATION SERVICE QUALITY STANDARDS
--------------------------------------------

Goal Standard
---- --------

ADMINISTRATION

Compliance warnings/fails memos
Daily reviews T+4 98%
Monthly/Quarterly reviews 4/th/ business day 100%

Adviser Compliance Checklists
Mailed to Advisers Cal Qtr. End 100%
Contact Advisers of non receipt 16/th/ of following month 100%
Report issues/status to FSI 20/th/ of the following month 100%

Survey Reporting completed and 98%
delivered on required due dates:
ICI, Morning Star, Lipper and Value Line

Monthly Financial statements mailed to 3/rd/ business day 100%
Clients Portfolio Acquisition Report
Portfolio Holdings Report

Basic Financial Statements mailed By following month end 90%
to clients Assets and Liabilities
Statement Change of Net Assets
Statement of Operations

Monthly expense cap analysis spreadsheet 8th business day 100%

Payment of Adviser and Administrative 8/th/ business day 100%
Fees

CODE OF ETHICS REPORTING
Mailings 5 days before cal. Qtr. end 100%
Contact Advisers of non receipt 15th day after cal. Qtr. end 100%
Reporting to FSI 20th day after cal. Qtr. end 100%

TAX AND FINANCIAL REPORTING

Tax returns (1120 RICs) will be prepared 8 1/2 months after year end 100%

Annual Financial statements will be 55/th/ day after year end 100%
mailed to shareholders

SUB-ADMINISTRATION SERVICE QUALITY STANDARDS
--------------------------------------------

Goal Standard
---- --------

Semi-Annual Financial statements will 55/th/ day after semi annual 100%
be mailed to shareholders period

N-SAR will be filed with the SEC 60th day after year end 100%

N-SAR will be filed with the SEC 60th day after semi-annual 100%
period

BLUE SKY

Written warnings if sales reach 80% 2 days after reaching 100%
of amount registered threshold

Over sales in a state
Notification 1 day after over sale 100%
State Filing 1 week after over sale 100%

Renewals with states 2 weeks prior to expiration 100%

New filings 3 weeks after FSI 100%
authorization

Notice filing with states 1 week after filing with SEC 100%

Document requests from states 3 days after request 100%

* Except for 12/31 annual and 6/30 semi-annual (one extra day)

APRIL 6, 1999

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