Report of Independent Accountants
To the Board of Directors and Shareholders
of Fiduciary Capital Growth Fund, Inc.
In planning and performing our audit of the financial
statements of Fiduciary Capital Growth Fund, Inc. (the
"Fund") for the year ended September 30, 2000, we
considered its internal control, including control
activities 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 internal control.
The management of the Fund 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 of
assets against unauthorized acquisition, use or
disposition.
Because of inherent limitations in internal control,
errors 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 controls may
become inadequate because of changes in conditions
or that the effectiveness of their 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 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 and its operation, including
controls for safeguarding securities, 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, management and the
Securities and Exchange Commission and is not intended
to be and should not be used by anyone other than these
specified parties.
October 27, 2000
