INDEPENDENT AUDITORS' REPORT
The Shareholders Pacific Corporate
Group Private Equity Fund:
In planning and performing our audit of the financial statements of The Pacific
Corporate Group Private Equity Fund (the "Trust") for the year ended
March 31, 2000, we considered its internal control, (including the relevant
controls pertaining to Palmeri Fund Administrators, Inc, and the Pacific
Corporate Group as they relate to the Trust), including control activities
for safeguarding securities, in order to determine our auditing procedures
for the purpose of expressing our opinion on the financial state
The management of the Trust 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
Because of inherent limitations in internal control, error 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 it may become inadequate
because of changes in conditions or that the effectiveness of the 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 be matters involving internal control and its operation, including
controls for safeguarding securities, that we consider to be material weaknesses
as defined above as of March 31, 2000.
This report is intended solely for the information and use of the
Shareholders, the Advisor Trustee, the Independent Trustees, management and
the Securities and Exchange Commission.
May 22, 2000
New York, New York
