Report of Independent Accountants
To the Trustees and
Shareholders of
Mutual Fund Trust
In planning and performing our audit of the financial statements of
Mutual Fund Trust (the "Trust") for the year ended August 31, 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 Trust 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 the 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 August 31, 2000.
This report is intended solely for the information and use of
management and Trustees of the Trust and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone
other than these specified parties.
PricewaterhouseCoopers, LLP
New York, New York
October 11, 2000
To the Trustees and Shareholders of
Mutual Fund Trust
