REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
ON INTERNAL CONTROL
STRUCTURE
The Board of Directors
The Matterhorn Growth Fund, Inc.
Glendora, California
In planning and performing our audit of the
financial statements of The Matterhorn Growth
Fund, Inc., for the period ended June 30, 2000, we
considered the internal control structure, including
procedures 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 the
internal control structure.
The management of the Fund is responsible for
establishing and maintaining an internal control
structure. In fulfilling this responsibility, estimates
and judgments by management are required to
assess the expected benefits and related costs of
internal control structure policies and procedures.
Two of the objectives of an internal control
structure are to provide management with
reasonable, but not absolute, assurance that assets
are safeguarded against loss from unauthorized
use or disposition, and that transactions are
executed in accordance with management's
authorization and recorded properly to permit
preparation of financial statements in conformity
with generally accepted accounting principles.
Because of inherent limitations in any internal
control structure, errors or irregularities may
occur and not be detected. Also, projection of
any evaluation of the structure 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 the internal control structure
would not necessarily disclose all matters in the
internal control structure 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 the specific
internal control structure elements does not reduce
to a relatively low level the risk that errors or
irregularities 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 the internal control
structure, including procedures for safeguarding
securities, that we consider to be material
weaknesses, as defined above, as of June 30,
2000.
This report is intended solely for the information
and use of management and the Securities and
Exchange Commission, and should not be used for
any other purpose.
TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
August 4, 2000
