Exhibit 77K
KPMG LLP served as the independent public accountants for the Fund's last fiscal
year. The client-auditor relationship between KPMG and the Fund ceased as of
April 14, 2000. KPMG's reports on the financial statements for the Fund during
the Fund's last two fiscal years did not contain an adverse opinion or
disclaimer of opinion, nor was such report qualified or modified as to
uncertainty, audit scope or accounting principles. During the last two fiscal
years and any subsequent interim period, there were no disagreements with KPMG
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of KPMG, would have caused KPMG to make reference to the
subject matter of the disagreement in connection with its report.
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August 29, 2000
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for the Exchange Fund (the Fund) and,
under the date February 10, 2000, we reported on the financial statements of the
Fund as of and for the year ended December 31, 1999. On April 14, 2000, our
appointment as principal accountants was terminated. We have read the statements
in Exhibit 77K of the Form N-SAR dated August 29, 2000 and we agree with such
statements.
Very truly yours,
KPMG
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Exhibit 77K for PricewaterhouseCooper LLP
PricewaterhouseCoopers LLP served as the independent public accountants for the
Fund since April 14, 2000. PricewaterhouseCoopers LLP was informed of the
cessation of the client-auditor relationship on May 25, 2000.
PricewaterhouseCoopers LLP's reports on the financial statements for the Fund
for the year ended March 31, 2000 did not contain an adverse opinion or
disclaimer of opinion, nor was such report qualified or modified as to
uncertainty, audit scope or accounting principles. During their engagement as
independent auditors and any subsequent interim period, there were no
disagreements with PricewaterhouseCoopers LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction of
PricewaterhouseCoopers LLP, would have caused PricewaterhouseCooper to make
reference to the subject matter of the disagreement in connection with its
report.
The Fund's Board of Trustees has engaged Ernst & Young LLP, located at 233 South
Wacker Drive, Chicago, Illinois 60606, to be the independent auditors. The
change in independent auditors was approved by the Fund's audit committee and
the Fund's Board of Trustees, including Trustees who are not "interested
persons" of the Fund (as defined in the 1940Act).
