EXHIBIT INDEX
Exhibit A: Attachment to item 77B:
Accountants report on internal control
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Exhibit A:
Report of Independent Auditors
Board of Directors
of Whistler Fund, L.L.C.
In planning and performing our audit of the financial
statements of Whistler Fund, L.L.C. for the period ended
March 31, 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 Whistler Fund, L.L.C. 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 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 March 31 ,2000.
This report is intended solely for the information and use
of the board of directors and management of Whistler Fund,
L.L.C. 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
May 19, 2000
