Independent Auditor's Report

To the Shareholders and Board of Trustees of
Cash Assets Trust

In planning and performing our audit of the financial statements
of The Pacific Capital Funds of Cash Assets Trust (the "Trust")
comprised of Cash Fund, Tax-Free Fund and Government Fund) for
the year ended March 31, 2002, 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
financial highlights 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 and financial
highlights for external purposes that are fairly presented in
conformity with accounting standards generally accepted in the
United States of America.  Those controls include the
safeguarding of assets against unauthorized acquisition, use, or
disposition.


Because of inherent limitations in internal control, error 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 it 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 March 31, 2002.

This report is intended solely for the information and use of
management and the Board of Trustees of the Cash Assets 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.



/s/  KPMG LLP
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New York, New York
May 15, 2002