EX-99.77B ACCT LTTR

To the Shareholders and
Board of Directors
The Santa Barbara Group of Mutual Funds, Inc

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

In planning and performing our audit of the financial statements of The Santa
Barbara Group of Mutual Funds, Inc, comprising PFW Water Fund and the Montecito
Fund (the Funds) as of and for the year ended March 31, 2010, in accordance
with the standards of the Public Company Accounting Oversight Board
(United States),we considered the Funds internal control over financial
reporting, including controls over safeguarding securities, as a basis
for designing our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the requirements
of Form N-SAR, but not for the purpose of expressing an opinion on the
effectiveness of the Funds internal control over
financial reporting.  Accordingly, we express no such opinion.

The management of the Funds is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls.  A funds internal control
over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles.  A funds internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the fund; (2) provide
reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of
the fund are being made only in accordance with authorizations
of management and directors of the fund; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of a funds assets that could have a
material effect on the financial
statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Also, projections
of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with
the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow management
or employees, in the normal course of performing their assigned
functions, to prevent or detect misstatements on a
timely basis.  A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement
of the Funds annual or interim financial
statements will not be prevented or detected on a timely basis.

Our consideration of the Funds internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control that might be material weaknesses under standards
established by the Public Company Accounting Oversight Board (United States).
However, we noted no deficiencies in the Funds internal
control over financial reporting and its operation, including controls
over safeguarding securities that we consider to be a material weakness
as defined above as of March 31, 2010

This report is intended solely for the information and use of management
and the Board of Directors of the Funds and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone other
than these specified parties.



COHEN FUND AUDIT SERVICES, LTD.
Westlake, Ohio
May 28, 2010

EX-99.77C VOTES

Exhibit 99.77C

Shareholder Vote


The Board of Directors held a special meeting of the shareholders of the Funds
on January 19, 2010 for the purpose of approving a new Investment Advisory
Agreement with Hillcrest Wells Advisors, LLC, to elect a new Board of Directors
and to approve changes to PFW Water Funds fundamental investment
restrictions.

With respect to approval of the Investment Advisory Agreement the following
votes were cast:

For Approval:  1,350,099
Against Approval:  14,664
Abstained:  11,443

With respect to the election of a new Board of Directors the following votes
were cast:

 For Approval: 1,547,759
 Against Approval:  0
 Withheld:  14,353

With respect to the approval of changes to the fundamental investment
restrictions of the PFW Water Fund the following votes were cast:

For Approval: 401,645
Against Approval: 14,567
Abstained:  14,279