Report of Independent Auditors
To the Shareholders and Board of Directors of
Fleming Mutual Fund Group, Inc.
In planning and performing our audit of the financial
statements of Fleming Mutual Fund Group, Inc.
(comprising, respectively, the Fleming Mid Cap Value
Fund and the Fleming Small Cap Growth Fund) for the
year ended September 30, 2000, we considered its
internal control, including control activities for
safeguarding securities, 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, and not to provide
assurance on internal control.
The management of Fleming Mutual Fund Group, Inc.
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 internal control.
Generally, internal 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 internal controls include
the safeguarding of assets against unauthorized
acquisition, use, or disposition.
Because of inherent limitations in any internal control,
misstatements due to errors or fraud may occur and
not be detected. Also, projections of any evaluation of
internal control to future periods are subject to the risk
that internal control may become inadequate because
of changes in conditions, or that the degree of
compliance with the policies or procedures 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 specific internal control components does
not reduce to a relatively low level the risk that errors
or fraud in amounts that would be material in relation
to the consolidated 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, including control activities
for safeguarding securities, and its operation that we
consider to be material weaknesses as defined above
as of September 30, 2000.
This report is intended solely for the information and
use of the board of directors and management of
Fleming Mutual Fund Group, Inc. and the Securities
and Exchange Commission and is not intended to be
and should not be used by anyone other than these
specified parties.
Ernst & Young LLP
November 15, 2000
