COMBINED PENNY STOCK FUND INC
NSAR-B, EX-99, 2000-11-30
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                  lEGAL PROCEEDINGS  EX-99

Pursuant to an examination of the Fund by the Securities and Exchange Commission
("SEC"),  the SEC has issued a letter to the Fund  identifying  various asserted
deficiencies and violations of rules and regulations.  The Fund has responded to
the SEC and does not  believe  that the  outcome  of these  matters  will have a
material impact on the Fund's financial  condition or operations.  However,  the
ultimate outcome of these matters is not determinable at this time.






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