CORNERCAP GROUP OF FUNDS /VA/
NSAR-B, EX-99.77B, 2000-05-30
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               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                          ON INTERNAL CONTROL STRUCTURE



SHAREHOLDERS AND BOARD OF TRUSTEES
CORNERCAP GROUP OF FUNDS
ATLANTA, GEORGIA


In planning and  performing  our audit of the financial  statements of CornerCap
Small Cap Value Fund (formerly CornerCap Growth Fund) and the CornerCap Balanced
Fund,  each a series of shares of CornerCap  Group of Funds,  for the year ended
March 31, 2000,  we  considered  their  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 Funds 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
March 31, 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.






PHILADELPHIA, PENNSYLVANIA
MAY 5, 2000




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