KHAN FUNDS /DE/
N-30D/A, 1998-09-24
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                                  KHAN FUNDS
                               KHAN GROWTH FUND
                              SEPTEMBER 14, 1998
                         SEMI-ANNUAL REPORT AMENDMENT



INVESTMENT ADVISOR                             CUSTODIAN                   
Khan Investment Inc.                           Star Bank
714 FM 1960 West, Suite 201                    425 Walnut Street, M.L. 6118
Houston, TX 77090                              Cincinnati, Ohio 45202
                           
TRANSFER AGENT                                 AUDITORS                
American Data Services                         KPMG Peat Marwick LLP
P. O. Box 5536                                 700 Louisiana  Street
Hauppauge, New York 11788-0123                 Houston, Texas 77002 



Dear Fellow Shareholders:
      As always it gives us here at Khan Funds great pleasure to provide you
with our 1998 Semi-Annual report of the Khan Growth Fund. It is with excitement
and enthusiasm that we desire to address our performance this past six months,
possible upcoming economic concerns, and our investment direction for the next
six months. For the period ending June 30th of 1998, the Khan Growth Fund has
had a year to date return of 19.8%. Which compares with the Standard & Poor's
500 index return of 17.71%. Since the inception of the Khan Growth Fund on July
9th of 1997 the total investment return is 24.8% as compared to Standard &
Poor's 500 index total return of 27.6%.

      Our performance this year has been strong primarily due to participation
in the rise of the health care sector. We at Khan Funds have and will continue
to focus our attentions on this side of the market, and, we believe, our
long-term investment in Bristol Myers Squibb, Pfizer and Merck will continue to
increase shareholder wealth in the next upcoming quarters. Furthermore we
enjoyed robust gains from our investment in General Electric, Berkshire
Hathaway, Chrysler and Microsoft. As we had predicted, both the first and second
quarters of the year were marred by the weakened markets in Asia and concerns
over technology issues. While companies heavily exposed to these foreign markets
were affected, our defensive strategy in primarily quality domestic offerings
has and should ultimately continue to produce returns to our shareholders while
reducing risk.

PORTFOLIO COMPOSITION
      Since the beginning of 1998, the fund had 2.32% of its net assets in short
term investments, the remaining in diversified common stocks, with an emphasis
in the healthcare and capital goods sectors. Though our primary focus leans
towards a long-term investment in equities, a fair percentage of assets are kept
liquid in order to take advantage of possible market inefficiencies or
opportunities.

ECONOMIC OUTLOOK
      The resilience of the U.S. economy was shown in the last six months when
in spite of a dwindling Asian economy and expected slowdown in consumer
spending, the GDP rose 5.4% in the first quarter alone. Because of the robust
growth in the first half of 1998, GDP growth should slow to a gain of 1.5% over
the next two quarters. Corporate profits should continue to be strong, yet
revenue growth may slow to more sustainable levels. The Federal Reserve Bank
still seems reluctant to increase interest rates, showing their confidence in
the growth experienced by the U.S. economy. The prospect of low inflation,
declining interest rates, a balanced budget and sound monetary policy by the
Federal Reserve has created an essential mechanism for the economy to continue
to excel. With the eventual stabilization of U.S. and World economies, the
strategy of the Khan Growth Fund will remain steadfast in its focus and
directives.

INVESTMENT STRATEGY
      The strategy of the Fund has been that of investing in the common stock of
large capitalization companies, which we believe provide value based on growth
of future operating cash flow. We will continue to conduct extensive analysis of
the underlying fundamentals of the company, while using technical analysis to
take advantage of market inefficiencies. Finally, variable factors such as
management performance, consumer trends, industry and sector dominance, and
projection models are used to establish the continued investment worthiness of
Khan Growth Fund holdings.
      Here at Khan Funds, our most important asset is you, our shareholders.
Through our mutual trust and dependence, we strive for conviction from both
ourselves and from you in our investment philosophy. We look forward to what
lies ahead in our financial futures and together strive for excellence. The
management of the Khan Growth Fund intentionally invests in the fund. We believe
that our investment into large quality companies limits market speculation and
sensitivity. Furthermore, consistency is a goal we strive for as we look to the
next half of 1998 and beyond.

Sincerely,
<PAGE>
S. D. Khan
Chairman Khan Funds
THE OUTLOOK AND OPINION EXPRESSED ABOVE REPRESENT THE VIEW OF THE INVESTMENT
ADVISOR AS OF AUGUST 11, 1998, AND ARE SUBJECT TO CHANGE AS MARKET AND ECONOMIC
EVENTS UNFOLD..

KHAN GROWTH FUND VS. BENCHMARK INDEX
The chart below compares your Fund to a benchmark index. It is intended to give
you a general idea how your Fund performed compared to the stock market over the
period 12/31/98 -6/30/98. It is important to understand the difference between
your Fund and an index. Your Fund's total return is shown with sales charges and
includes Fund expenses and management fees. An index reflects the investment of
income dividends and capital gains distributions, if any, but does not reflect
fees, brokerage commissions, or other expenses of investing.


COMPARATIVE INVESTMENT RETURNS        SINCE DECEMBER 31, 1997 TILL JUNE 30, 1998
- --------------------------------------------------------------------------------
(GRAPH)
Khan Growth Fund                $11,980
Standard and Poor's 500 Index   $11,771


* INITIAL INVESTMENT $10,000.
* PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.

o  The Standard & Poor's 500 Stock Index is a capitalization-weighed index of
   500 stocks that attempts to measure performance of the broad domestic economy
   through changes in the aggregate market value of 500 stocks representing
   major industries.


TOP TEN INDUSTRY SECTORS                       TOP TEN HOLDIONGS
- ------------------------                       -----------------
HEALTHCARE                18.3%                BERKSHIRE HATHAWAY CL. A   4.75%
CAPITAL GOODS              8.6%                PFIZER                     4.22%
PERSONAL CARE              7.45%               GILLETTE INC.              3.85%
ENERGY                     6.75%               GENERAL ELECTRIC           3.45%
BANKS                      6.53%               MICROSOFT                  3.42%
RETAIL                     6.19%               MERCK & CO.                2.80%
INSURANCE                  6.29%               PROCTOR & GAMBLE           2.76%
ELECTRONICS                5.61%               SBC COMMUNICATIONS         2.42%
FOOD, BEVERAGES &                              JOHNSON & JOHNSON          2.59%
        TOBACCO            5.38%               WAL-MART                   2.39%
AUTO                       5.32%

                                KHAN GROWTH FUND
                             SCHEDULE OF INVESTMENTS
                                  JUNE 30, 1998

                                                          SHARES  MARKET VALUE
                                                          ------  ------------
 STOCKS -- 97.75%
 ----------------
 Auto Related - 5.32               Chrysler                350        19,731
                                   Ford                    700        41,300
                                   General Motor           400        26,725
                                                                     -------
                                                                      87,756
 Banks  - 6.53%                    Chase Manhattan         750        56,625
                                   Citicorp                260        38,805
                                   HSBC Holdings ADR        50        12,300
                                                                     -------
                                                                     107,730
 Basic Industries - 1.58%          DuPont (EI)            
                                    deNemours & Co.        350        26,119
                                                                     -------
                                                                      26,119
                                                          
 Capital Goods - 8.6%              Allied Signal           250        11,094
                                                          
                                       2                  
<PAGE>                                                           
                                   Boeing                  195         8,690
                                   Caterpillar             360        19,035
                                   General Electric        625        56,875
                                   Minnesota Mining       
                                    Manufacturing          300        24,656
                                   Rockwell International  450        21,628
                                                                     -------
                                                                     141,978

 Communication Services 3.44%      Bell South              250        16,781
                                   SBC Communication      1000        40,000
                                                                     -------
                                                                      56,781

Computers (hardware) -  3.96%      Compaq                1,250        35,469
                                   Hewlett-Packard         500        29,937
                                                                     -------
                                                                      65,406
Computers 3.96%
      (Software & Services) -3.42% Microsoft               520        56,355
                                                                     -------
                                                                      56,355

Electronics - 5.61%                Cisco System            400        36,825
                                   Intel                   280        20,755
                                   Texas Instrument        600        34,987
                                                                     -------
                                                                      92,567

Energy - 8.56%                     British Petroleum       300        26,475
                                   Chevron                 260        21,596
                                   Exxon                   375        26,742
                                   Mobil                   280        21,455
                                   Pennzoil                300        15,187
                                                                     -------
                                                                     111,456

Financial  - 2.01%                 Federal National
                                   Mortg. Ass.             545        33,108
                                                                     -------
                                                                      33,108
Food, Beverages &
  Tobacco -  5.38%                 Coca-Cola               450        38,475
                                   McDonald's Corp         215        14,835
                                   Nestle SA-Spons ADR     200        21,350
                                   PepsiCo                 400        16,475
                                   Philip Morris           480        18,900
                                                                     -------
                                                                     110,035

Health Care - 18.3%                Abbot Laboratories      620        25,342
                                   Am.  Home product       400        22,700
                                   Bristol  Myers Squibb   400        45,975
                                   Elli Lilly              200        13,212
                                   Johnson & Johnson       580        42,775
                                   Merck & Co.             345        46,143
                                   Pfizer                  640        69,560
                                   Roche Holdings ADR      180        17,685
                                   Schering-Plough         215        19,699
                                                                     -------
                                                                     301,093

Insurance  - 6.29%                 Berkshire Hathaway Cl. A  1        78,305
                                   Marsh & McLennan        420        25,384
                                                                     -------
                                                                     103,689

Media & Entertainment 4.01%        Walt Disney Co.         350        36,772
   & Photography                   Eastman Kodak           220        16,074
                                                                     -------
                                                                      52,845

Personal Care -  4.66%             Estee Lauder            200        13,937
                                   Gillette               1120        63,490

                                       3
<PAGE>
                                   Proctor & Gamble        500        45,531
                                                                     -------
                                                                      122,98

Publishing - 2.93%                 McGraw-Hill             300        24,469
                                   News Corp. Ltd.         500        16,062
                                                                     -------
                                                                      40,531

Retail - 6.19%                     Home Depot              250        20,765
                                   May Dept. Store         200        13,100
                                   Walgreen Co.            700        28,919
                                   Wal-Mart Corp.          650        39,487
                                                                     -------
                                                                      102,27
  Total Domestic common stocks   (Cost $1,364,177)      22,636     1,612,681

        SHORT-TERM INVESTMENTS - 2.32%
                                   Star Treasury                      38,325
                                                                     -------
                              Total investments  - 100.07%         1,651,007

        Other assets less liabilities -(0.07%)                        (1,164)
                                  Net assets 100%                $ 1,649,843


                                   KHAN GROWTH FUND
                         STATEMENT OF ASSETS AND LIABILITIES
                                    JUNE 30, 1998

ASSETS:
- -------
 Investment, at market value (cost $1,402,502)              $ 1,651,007
 Dividends and interest receivable                                1,311
 Organization costs, net                                         29,641
 Reimbursement from advisor receivable                           51,451
                                                                -------
        Total assets                                          1,733,410

LIABILITIES:
- ------------
 Due to Khan Investment Inc. for organization cost               36,818
 Accrued expenses                                                46,749
                                                                 ------
Total liabilities                                                83,567

 Net assets applicable to shares outstanding                 $1,649,843
 Shares outstanding                                             267,324

Net asset value, offering and redemption price per
share                                                             $6.17
*See accompanying notes to financial statements.


                                   KHAN GROWTH FUND
                                STATEMENT OF OPERATION
                                    JUNE 30, 1998

        Investment income:
         Dividends                                              $ 9,360
         Interest                                                   515
                                                                    ---
        Total investment income                                   9,875

        Expenses
         Investment advisory fee                                  5,168
         Administration fee                                       1,723
         Registration fee                                         5,171
         Custodial fee                                            1,862
         Prospectus and shareholder's reports                     5,171
         Professional fees                                       23,376
         Director  fees and expenses                              1,242
        Amortization of organization costs                        3,649
         Insurance fee                                            1,034
         Miscellaneous                                           15,945
                                                                 ------

                                       4
<PAGE>
        Total expenses                                           64,341

        Reimbursed expenses                                     (50,560)
                                                                -------

        Net expenses                                             13,781
                                                                -------
        Net investment loss                                      (3,906)

        Realized and unrealized gain on investments:

          Net realized gain on sales of investment               10,575
          Net unrealized appreciation of investments            239,816
                                                                -------
          Net realized and unrealized gain on investments       250,391
          Net increase in net assets resulting from operations  246,485
        See accompanying notes to financial statements

                                KHAN GROWTH FUND
                      STATEMENT OF CHANGES IN NET ASSETS
                      FOR SIX MONTHS ENDED JUNE 30, 1998

        Operations:
           Net investment loss                                 $ (3,906)
           Net realized gain on investments                      10,575
           Net unrealized appreciation on investments           239,816
                                                                -------
           Net increase in net assets resulting from
            operations                                          246,485

          Dividends paid to Shareholders                         (7,983)
          Capital gains (0.03 per share short term)              (7,983)
          Net Capital Share Transactions (Notes)                261,689
                                                                -------
          Total increase in net assets                          500,191

         Net assets in beginning of period                    1,149,652
                                                              ---------
         Net assets at end of period                        $ 1,649,843
                                                              ---------

         Net assets consist of:
           Paid-in capital                                  $ 1,396,431
           Accumulated net investment income(loss)               (5,043)
           Accumulated net realized gain on sales of
            investments                                           9,950
           Accumulated net unrealized appreciation of
            investments                                         248,505
                                                                -------
         Net assets                                          $1,649,843
                                                              ---------
        See accompanying notes to financial statements.

                               KHAN GROWTH FUND
                        NOTES TO FINANCIAL STATEMENTS
                                JUNE 30, 1998

 (1) SIGNIFICANT ACCOUNTING POLICIES

     Khan Funds, (the Trust) is a business trust under the laws of Delaware
     registered under the Investment Company Act of 1940, as amended (the "1940
     Act") as an open-end management investment company. The Declaration of
     Trust provides for the issuance of multiple series of shares, each
     representing a diversified portfolio of investments with different
     investment objectives, policies and restrictions. As of June 30 1998, the
     only series issued by the Trust is the Khan Growth Fund.

     The Fund seeks long-term capital growth, consistent with the preservation
     of capital, by investing primarily in the common stock of large
     capitalization U.S. companies. Income is a secondary objective of the Fund.
     Khan Investment, Inc. serves as the Fund's investment adviser.

     The following is a summary of significant accounting policies followed by
     the Fund in the preparation of its financial statements. The preparation of
     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 at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period. Actual results could differ from those
     estimates.

                                       5
<PAGE>
      A. SECURITY VALUATIONS - A security listed or traded on an exchange is
         valued at the last sales price on the exchange where the security is
         principally traded. Investments with maturities of 60 days or less are
         valued on the basis of amortized cost, which approximates market value.

      B. SECURITIES TRANSACTIONS, INVESTMENT INCOME AND DISTRIBUTIONS
         -Securities transactions are accounted for on a trade date basis.
         Realized gains or losses are computed on the basis of specific
         identification of the securities sold. Interest income is recorded as
         earned from settlement date and is recorded on an accrual basis.
         Dividend income and distributions to shareholders are recorded on the
         ex-dividend date.

      C. FEDERAL INCOME TAXES -- The Fund intends to comply with the
         requirements of the Internal Revenue Code necessary to qualify as a
         regulated investment company and, as such, will not be subject to
         federal income taxes on otherwise taxable income (including net
         realized capital gains) which is distributed to shareholders.
         Therefore, no provision for federal income taxes is recorded in the
         financial statements.

(2)  ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     The Fund has an investment advisory agreement with Khan Investment, Inc.
     (the Advisor). Under the terms of the investment advisory agreement, the
     Advisor has responsibility for supervising all aspects of the operations of
     the Fund subject to the Trust's Board of Trustees (the Trustees). The
     Advisor has agreed to ensure that assets of the Fund are invested in
     accordance with the investment objectives and policies. For its services,
     the Advisor receives an annual management fee, payable monthly, and
     computed on the value of the net assets of the Fund as of the close of
     business each business day, at the annual rate of 0.75% of such net assets
     of the Fund. During the period ended June 30, 1998, the Advisor was paid
     $5,168. for such services.

     The Fund has an administrative services agreement (the Agreement) with the
     Advisor. Under the terms of the Agreement, the Advisor provides all
     administrative services necessary for the Fund's operations and is
     responsible for the supervision of the Fund's other service providers. The
     Advisor also assumes all ordinary, recurring expenses necessary in carrying
     out the duties for the Fund, such as office space and facilities, and
     equipment and clerical personnel. The Advisor shall also pay all
     compensation of all Trustees, officers and employees of the Trust who are
     affiliated persons of the Advisor. For these services, the Advisor receives
     an annual fee, payable monthly , computed on the value of the net assets of
     the fund as of the close of business each business day at an annual rate of
     0.25% of 1% of such assets of the Fund. During the period ended June 30
     1998, the Advisor was paid $1,723. for such services.

     The Fund has a shareholder service plan whereby the Trust pays securities
     broker-dealers, retirement plan sponsors and administrators, and other
     securities professionals and/or beneficial owners of shares of the Fund,
     for expenses incurred in connection with non-distribution shareholder
     services provided by them to shareholders, provided that such shareholder
     servicing is not duplicative of the servicing otherwise provided on behalf
     of the Fund. These expenses are limited to an annual rate of not more than
     0.25% of the net assets of the Fund as of the close of business each
     business day. As of June 30, 1998, the Fund has not made any payments. All
     operating expenses of the Fund including those stated above are limited to
     an annual rate of 2% of the net assets of the Fund as of the close of
     business each business day.

 (3) DIRECTORS' FEES AND EXPENSES

     Directors' fees represent remuneration paid or accrued to each director who
     is not an "interested person" of Khan Investment, Inc.
(4)  INVESTMENT SECURITIES

     The aggregate amount of investment securities (other than short-term
     securities) purchased and sold by the Fund during the period ended June 30
     1998 was $509,873 and $279,738 respectively. The amount of unrealized
     appreciation (depreciation) of investment securities, on a tax basis, as of
     June 30 1998 is as follows:

       Aggregate unrealized appreciation of investment securities   $ 288,862
       Aggregate unrealized depreciation of investment securities     (40,357) 
                                                                       ------
       Net unrealized appreciation of investment securities         $ 248,505
                                                                    =========  
     Cost of investments for tax purposes is $1,402,502

 (5) CAPITAL STOCK

     Changes in the Fund's capital stock outstanding during the period ended
     June 30 1998 were as follows:

                                  SHARES      AMOUNT       SHARES       AMOUNT
                                  ------      ------       ------       ------

                                       6
<PAGE>
Shares sold                       44,054      253,706      201,854    1,034,741
Shares issued for reinvestment 
 dividends and distribution
 distribution of capital gains     1,415        7,983
Shares redeemed                        0            0            0            0
Net increase                      45,469      261,689      201,854    1,034,741

As of June 30 1998 S. D. Khan and his family  owned an  aggregate of 66.38% of
the outstanding  shares of  this Fund
which may be deemed to control the Fund.

 (6) FINANCIAL HIGHLIGHTS

     Shown below are the financial highlights for a share of capital stock
     outstanding during the period January 1, 1998 to June 30 1998.

          Net asset value, beginning of the period               5.18
          Income from investment operations:
             Net investment income loss                         (0.01) (a)
             Net realized and unrealized gain on investment      1.03  (a)

             Dividend paid                                       (.03)
             Net asset value, end of period                   $  6.17
                                                                 ====           
          Total return                                          43.98% (e)
                                                                =====           
          Ratio of expenses to average net assets                2.00% (c)(d)(e)
                                                                =====
          Ratio of net investment income loss to average 
             net assets                                         (0.57%)(d)(e)(f)
                                                                 ====
          Portfolio turnover rate                               20.49%
                                                                ===== 
          Average commission rate paid                         $ 0.0805 (g)
                                                               ========

          Net assets, end of period                         $ 1,664,553
                                                              =========
Financial Foot Notes:
      (a) Calculated using averaged shares outstanding of 242,173.
      (b) Total  return is not annualized.
      (c) After fee waivers and/or expenses reimbursements Ratio of expenses to 
          average net assets prior to fee waivers and/or expense reimbursement 
          was 9.34% annualized.
      (d) Ratios are based an average net assets of $ 1,389,482
      (e) Annualized.
      (f) After fee waivers and/or expenses reimbursement,  Ratio of net
          investment loss to average assets prior to fee waivers and/or expense
          reimbursement was 7.90% (annualized).
      (g) The average commission rate paid is the total brokerage commission
          paid on applicable purchases and sales of securities for the period 
          divided by the total number of related shares purchased and sold.

                                       7


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