MADISON OPPORTUNITY FUND INC
N-30D, 1998-03-09
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                   Madison Opportunity Fund, Inc.
                       Financial Statements
                        December 31, 1997

INDEPENDENT AUDITOR'S REPORT

To the Board of Trustees and Shareholders of Madison Opportunity Fund, 
Inc. 

We have audited the accompanying statement of assets and liabilities, 
including the portfolio of investments, of the Madison Opportunity Fund, 
Inc. (the "Fund") as of  December 31, 1997, and the related statements 
of operations, changes in net assets and the financial highlights for 
the year then ended.  These financial statements and financial 
highlights are the responsibility of the Fund's management.  Our 
responsibility is to express an opinion on these financial statements 
and financial highlights based on our audit.  The financial statements 
and the financial highlights of the Fund for the year ended December 31, 
1996 were audited by other auditors whose report, dated January 24, 
1997, expressed an unqualified opinion on those financial statements and 
financial highlights.

We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements 
and financial highlights are free of material misstatement.  An audit 
includes examining, on a test basis, evidence supporting the amounts and 
disclosures in the financial statements.  Our procedures included 
confirmation of securities owned at December 31, 1997 by correspondence 
with the custodian and brokers.  An audit also includes assessing the 
accounting principles used and significant estimates made by management, 
as well as evaluating the overall financial statement presentation.  We 
believe that our audit provides a reasonable basis for our opinion.  

In our opinion, such financial statements and financial highlights 
present fairly, in all material respects, the financial position of the 
Madison Opportunity Fund, Inc. as of December 31, 1997, the results of 
its operations, the changes in its net assets, and its financial 
highlights for the year then ended in conformity with generally accepted 
accounting principles.

Deloitte & Touche LLP
(signature)
Princeton, New Jersey
February 13, 1998

<PAGE>

Madison Opportunity Fund, Inc.
Portfolio of Investments - December 31, 1997


                                                                  Market
                                                                  Value

Short Term Investments: 83.4% of Net Assets

Repurchase Agreement:
     With Donaldson, Lufkin & Jenrette Securities Corporation issued 
12/31/97 at 6.00%, due 1/2/98, collateralized by $679,934 in United 
States Treasury Notes due 2/29/00.  Proceeds at maturity are $667,222.  
(Cost $667,000)                                                 $667,000

     TOTAL INVESTMENTS                                           667,000


Cash & Receivables Less Liabilities: 16.6% of Net Assets         133,105


TOTAL NET ASSETS: 100%                                          $800,105


Madison Opportunity Fund, Inc.
Statement of Assets and Liabilities
December 31, 1997


                                                       Market
                                                       Value

ASSETS

Investment at value (Notes 1 and 6)
     Repurchase Agreement                             $667,000

Cash                                                       127
Receivables
     Investments sold                                  140,178
     Dividends and interest                                377
     Total Assets                                      807,682

LIABILITIES
     Income dividend payable                                54
     Capital gain distribution payable                   7,523
     Total Liabilities                                   7,577

NET ASSETS (Note 7)                                   $800,105

CAPITAL SHARES OUTSTANDING                              37,932

NET ASSET VALUE PER SHARE                               $21.09



Madison Opportunity Fund, Inc.
Statement of Operations
For the Year Ended December 31, 1997


                                                   Year Ended
                                                   December 31, 1997

INVESTMENT INCOME (Note 1)
Interest income                                         $7,092
Dividend income                                          3,819
     Total investment income                           $10,911

EXPENSES (Note 3 and 5)
Investment advisory Fee                                 $3,190
Transfer agent and administrative expenses               2,023
Registration and professional expenses                   2,632
     Total expenses                                     $7,845

NET INVESTMENT INCOME                                   $3,066
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on investments                      $153,547
Net unrealized depreciation of investments             (42,374)

NET GAIN ON INVESTMENTS                               $111,173

TOTAL INCREASE IN NET ASSETS RESULTING FROM OPERATIONS$114,238


Madison Opportunity Fund, Inc.
Statements of Changes in Net Assets
For the Years Ended December 31


          
                                                   1997     1996

INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS

Net investment income                           $3,066     $6,562
Net realized gain on investments               153,547     28,361
Net unrealized appreciation (depreciation) of
    investments                                (42,374)    42,374

     Total increase in net assets resulting
      from operations                         $114,239    $77,297


DISTRIBUTIONS TO SHAREHOLDERS

From net investment income                      (1,043)    (5,866)
From net capital gains                        (144,212)   (28,362)

     Total distributions                     $(145,255)  $(34,228)


CAPITAL SHARE TRANSACTIONS (Note 8)           $195,903   $192,149


TOTAL INCREASE IN NET ASSETS                  $164,887   $235,218


NET ASSETS
     Beginning of period                      $635,218   $400,000
     End of period                            $800,105   $635,218



Madison Opportunity Fund, Inc.


FINANCIAL HIGHLIGHTS - Selected Per Share Data and Ratios

Selected data for a share outstanding throughout each year:

                                        Year Ended     Year Ended
                                 December 31, 1997     December 31, 1996

NET ASSET VALUE:
     Beginning of year                      $21.77     $20.00

INCOME FROM INVESTMENT OPERATIONS:
     Net investment income                     .08       0.24
     Net realized and unrealized gains
            on securities                     3.86       2.77
     Total from investment operations        $3.94      $3.01

LESS DISTRIBUTIONS:
     Dividends from net income               (0.03)     (0.21)
     Capital gains distributions             (4.59)     (1.03)

NET ASSET VALUE:
     End of year                            $21.09     $21.77

TOTAL RETURN:                                18.14%     15.05%

RATIOS:
     Operating expenses to average net assets 1.09%      0.81%
     Net income to average net assets          .43%      1.20%
     Portfolio turnover rate                113.00%     56.52%
     Average commission rate paid              .0800%     --



Madison Opportunity Fund, Inc.
Notes to Financial Statements
December 31, 1997



1.  Significant Accounting Principles.  Madison Opportunity Fund, Inc. 
began operations on December 27, 1995.  There were no operations in 1995 
and net assets consisted solely of $400,000 for the purchase of 20,000 
shares by investors.  The Fund is registered under the Investment 
Company Act of 1940, as amended, as an open-end management company.  The 
following is a summary of significant accounting principles followed by 
the Fund in the preparation of its financial statements.  The policies 
are in conformity with generally accepted accounting principles.

(a) The market quotation for each security is the last reported sale 
price on a national securities exchange, or, in the case of Over-The-
Counter securities, the latest available bid price.  Other securities 
for which quotations are not readily available are valued at fair value 
as determined by the Board of Directors.  Short-term securities 
(maturing within 60 days) are valued on the basis of amortized cost.  
Securities with maturities in excess of 60 days are valued at market 
value.  The cost of investments sold is determined on the identified 
cost basis for financial statements and federal income tax purposes.

(b) No provision is made for Federal income taxes since it is the 
intention of the Fund to comply with the provisions of the Internal 
Revenue Code available to investment companies, and to make the 
requisite distribution to shareholders of taxable income which will be 
sufficient to relieve it from all or substantially all Federal income 
taxes.

(c) The Fund follows industry practice and records security transactions 
on the trade date.  Dividend income is recognized on the ex-dividend 
date and interest income is accrued on a daily basis.

Use of Estimates: The preparation of the financial statements in 
conformity with generally accepted accounting principles requires 
management to make estimates and assumptions that affect the reported 
amounts of assets and liabilities and reported amounts of increases and 
decreases in net assets from operations during the reporting period.  
Actual results could differ from those estimates.

2.  Investments in Repurchase Agreements.  When the Fund purchases 
securities under agreements to resell, the securities are held for 
safekeeping by the custodian bank as collateral.  Should the market 
value of the securities purchased under such an agreement decrease below 
the principal amount to be received at the termination of the agreement 
plus accrued interest, the counterparty is required to place an 
equivalent amount of additional securities in safekeeping with the 
Fund's custodian bank.  Repurchase agreements may be terminated within 
seven days.  Pursuant to an Exemptive Order issued by the Securities and 
Exchange Commission, the Fund, along with other registered investment 
companies having Advisory and Services Agreements with the same advisor, 
transfers uninvested cash balances into a joint trading account.  The 
aggregate balance in this joint trading account is invested in one or 
more consolidated repurchase agreements whose underlying securities are 
U.S. Treasury or federal agency obligations.

3.  Investment Advisory Agreement.  The investment advisory agreement 
with Madison Investment Advisors, Inc., provides for an annual 
management fee of .75 of 1% on the average net assets of the Fund.  Such 
fees were waived until June 16, 1997.  The Fund paid Madison Investment 
Advisors, Inc. $3,190 in advisory fees in 1997.  Certain officers and 
directors of the Fund are also officers and directors of Madison 
Investment Advisors, Inc.

4.  Cost of Investments Purchased and Proceeds of Investments Sold.  For 
the year ended December 31, 1997, the purchases and sales of investment 
securities (excluding short-term securities) were $665,298 and 
$1,297,597, respectively.

5.  Other Expenses.  The Fund paid expenses of $2,388 for custodial, 
transfer agent and other services for the period January 1, 1997 through 
June 16, 1997.  The advisor was not reimbursed for any clerical or 
administrative expenses incurred by it during that time.  For the period 
June 16, 1997 to December 31, 1997, the Fund paid $2,268 to the advisor 
for direct services or other support services provided by the advisor.  
This amount was equal to .49% of the average net assets of the Fund 
during that time period.

6.  Aggregate Cost of Securities. The aggregate cost of securities for 
Federal income tax purposes is $667,000.  The aggregate gross unrealized 
appreciation for all securities in which there is an excess of value 
over tax cost is $0.  The aggregate gross unrealized depreciation for 
all securities in which there is an excess of tax cost over value 
amounts to $0.  The net unrealized appreciation at December 31, 1997, 
for all securities is $0.

7.  Net Assets.  At December 31, 1997, net assets include the following:

Net paid in capital on shares of beneficial interest          $788,053
Undistributed net income                                         2,718
Accumulated net realized gains                                   9,334
Total net assets                                              $800,105

8.  Capital Shares Transactions.  500,000 shares of capital shares, with 
a $.01 par value, are authorized.  Transactions in capital shares for 
the years ended December 31, 1997 and 1996 were:

                                         Year Ended     Year Ended
                                       December 31,     December 31,
                                              1997            1996

In Dollars
Shares sold                                 $95,914         $157,921
Shares issued in reinvestment of dividends  137,857           34,228
Total shares issued                         233,771          192,149
Shares redeemed                             (37,868)             --  
Net increase                               $195,903         $192,149

In Shares
Shares sold                                   3,654            7,604
Shares issued in reinvestment of dividends    6,527            1,572
Total shares issued                          10,181            9,176
Shares redeemed                              (1,426)             --  
Net increase                                  8,755            9,176

9.  Subsequent Events.  Effective January 1, 1998, pursuant to the 
unanimous written consent of its shareholders, the Fund changed its 
name, investment objectives and investment company diversification 
status.  In addition, the shareholders approved changes to a variety of 
matters affecting the Fund.

Specifically, effective January 1, 1998, the Fund shall be a non-
diversified investment company as that term is understood under the 
Investment Company Act of 1940, as amended (the "40 Act"); the 
investment objectives and policies of the Fund shall be changed to 
achieve its capital appreciation objective by means of investment in a 
concentrated portfolio of securities investments; the Fund shall be 
reorganized as a Massachusetts Business Trust and upon such 
reorganization, the name of the Fund shall be changed to "Mosaic Focused 
Fund"; the Fund shall enter into an Investment Advisory Agreement with 
Madison Mosaic, LLC (previously known as Bankers Finance Advisors, LLC, 
and hereinafter referred to as "Mosaic"), a wholly owned subsidiary of 
Madison Investment Advisors, Inc., the current investment advisor to the 
Fund; the Fund shall serve as its own transfer agent and dividend paying 
agent; the Fund shall enter into a Services Agreement with Mosaic for 
all administrative and other services not covered by the Investment 
Advisory Agreement; the Fund shall enter into a Distribution Agreement 
with Artisan Securities, LLC, a wholly owned subsidiary of Madison 
Investment Advisors, Inc., upon its effectiveness as a registered 
broker-dealer with the Securities and Exchange Commission and its 
acceptance as a member of the National Association of Securities 
Dealers, Inc.; the Fund, as reorganized, shall have four Trustees; Star 
Bank, NA, shall serve as custodian of the Fund's securities; effective 
for fiscal years beginning after December 31, 1996, the Fund's 
independent accountants shall be Deloitte & Touche LLP; and the Fund 
shall make a filing with the Securities and Exchange Commission under 
the Securities Act of 1933, as amended, and file a post-effective 
amendment under the 40 Act upon completion of the matters described 
above in order to make public the sale of the Fund's securities.


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