Report of Independent Auditors
Board of Trustees
of Universal Capital Investment
In planning and performing our audit of the
financial statements of Universal Capital
Investment Trust, comprised of the Universal
Capital Growth Fund (the "Company"), for
the year ended September 30, 2000, we
considered its internal control, including
control activities for safeguarding
securities, 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,
and not to provide assurance on internal
control.
The management of the Company 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 internal control. Generally,
internal controls that are relevant to an
audit pertain to the Company's objective of
preparing financial statements for external
purposes that are fairly presented in
conformity with generally accepted accounting
principles. Those internal controls include
the safeguarding of assets against
unauthorized acquisition, use, or
disposition.
Because of inherent limitations in any
internal control, misstatements due to errors
or fraud may occur and not be detected.
Also, projections of any evaluation of
internal control to future periods are
subject to the risk that internal control may
become inadequate because of changes in
conditions, or that the degree of compliance
with the policies or procedures 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 specific internal control
components does not reduce to a relatively
low level the risk that errors or fraud in
amounts that would be material in relation to
the consolidated 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, including control
activities for safeguarding securities, and
its operation 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 trustees
and management of Universal Capital Growth
Fund and the Securities and Exchange
Commission and is not intended to be and
should not be used by anyone other than these
specified parties.
Ernst & Young LLP
October 27, 2000
