EMPIRICAL INVESTMENT FUNDS
N-30D, 1999-01-29
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                                                               November 30, 1998




Dear Shareholder:

It is a pleasure to bring you the Empirical Investment Funds' semi-annual report
for the period ending November 30, 1998.

Although  it  is important to understand the reasons for short-term performance,
progress is measured over long periods of time.  Good sustainable performance is
the key to every investment success.

The ride has been bumpy for the market as a whole; however, the Empirical Growth
Fund fared well during the third quarter sell-off.  This was due in part to  the
avoidance  of  high flying speculative stocks.  Our Growth Fund's  focus  is  to
reduce our exposure to risk without jeopardizing capital return potential.  Even
though  the  third quarter was a disappointing quarter for mid-cap  stocks,  our
Growth Fund continued to stay ahead of our benchmarks and slightly ahead of  the
market indices.

Consistent with our objective of low portfolio turnover, no significant  changes
to the Fund's weightings were made since the end of the third quarter.  This may
have  affected  our  performance somewhat in the  fourth  quarter;  however,  we
anticipate seeing these returns increase at a greater pace in the near future.

On  another  note,  the increased technological boom has  added  an  element  of
excitement  to the investment arena and has changed the way many investors  view
investing.   A  substantial number of investors have decided to jump  into  this
arena.   We hope that it continues to thrive.  Due to the rapid changes, we  are
going  to  explore  ways  to  adapt  our fund  company  to  the  current  market
environment  by researching ways to offer alternative investment vehicles  (i.e.
an internet/technology stock fund).

We  are  looking forward to having a few additional investment options available
to  our shareholders within the coming year.   As we continue to expand, we will
focus  on  having  each new fund managed in the same dedicated spirit  but  with
differing focus points.

As  always, we appreciate your support, welcome your questions and look  forward
to serving your investment needs in the years to come.

Sincerely,


Kaye R. Kerr
President

<PAGE>
Empirical Investment Fund                               
                                                      Schedule of Investments
                                                 November 30,1998 (unaudited)

 Shares/Principal Amount                     Cost    Market Value % of Assets
 -----------------------                     ----    ------------ -----------

 Aircraft Parts 					
   225  Ducommun Inc. *                     5,056          3,755        3.59%

 Bakery Products 					
   150  Interstate Bakeries Corp.           4,727          3,937        3.76%
					
 Computer Peripheral Equipment 					
    70  Lexmark International Group *       4,746          5,346
   125  Symbol Technologies Inc.            4,991          6,094
                                          -------        -------
                                            9,737         11,440       10.93%
 Department Stores 					
   175  Ames Department Stores, Inc. *      4,821          4,156        3.97%

 Drugs/Druggists' 					
    70  AmeriSource Healthcare Corp. *      4,785          4,480        4.28%
					
 Household Furniture 					
   160  Furniture Brands, Intl. *           4,700          4,070        3.89%
					
 Misc. Apparel and Accessory Stores 					
   100  Ross Stores, Inc.                   4,967          3,638        3.48%
					
 Prefabricated Wood Buildings and Components 					
   175  Champion Enterprises, Inc. *        4,832          3,905        3.73%
					
 Tour Operators 					
   205  Dial Corp.                          4,873          5,381        5.14%
					
 Values and Pipe Fittings 					
   142  Crane Co.                           4,994          4,588        4.38%
					
 Women's Specialty Stores 					
   180  Goody's Family Clothing, Inc. *     4,845          2,025        1.93%

 Cash and Equivalents 					
53,950  Star Treasury                      53,950         53,950       51.54%
                                        ---------       --------
        Total Investments                 112,287        105,325      100.63%

        Other Assets Less Liabilities                       (656)      -0.63%

        Net Assets - Equivalent to $9.42 per share on    104,669      100.00%

  The accompanying notes are an integral part of the financial statements.

<PAGE>
Statement of Assets and Liabilities
     November 30, 1998 (unaudited) 
	
Assets:	
     Investment Securities at Market Value       $105,325 
          (Identified Cost - 112,287) 
     Cash                                               -   
     Receivables:	
          Dividends and Interest                      382 
     Other Assets                                  39,865
                                                ---------
               Total Assets                       145,572 
Liabilities	
     Payables:	
          Investment Securities Purchased               -   
          Accrued Trustee Fees                      1,000 
          Accrued Expenses                         39,903 
                                                ---------
               Total Liabilities                   40,903

Net Assets                                       $104,669 
Net Assets Consist of:	
     Capital Paid In                              110,743 
     Undistributed Net Investment Income              892 
     Accumulated Realized Gain (Loss)
      on Investments - Net                             (4)
     Unrealized Appreciation in Value	
      of Investments Based on Identified
      Cost - Net                                   (6,962)
                                                ---------
Net Assets, for 11,109 Shares Outstanding        $104,669 
Net Asset Value and Redemption Price	
     Per Share ($101,020/11,109 shares)              9.42 
Offering Price Per Share                             9.42 

 Statement of Operations 	
         May 22 to November 30, 1998 

Investment Income:	
     Dividends                                         49 
     Interest                                       1,881 
                                                ---------
          Total Investment Income                   1,930 
Expenses	
     Management Fees (Note 2)                           -   
     Trustee Fees                                   1,261 
     Accrued Trustee Fees                           1,000 
     Organizational Costs                           4,687 
                                                ---------
          Total Expenses                            6,948 
     Reimbursed Expenses                           (5,910)
                                                ---------
          Total Expenses after Reimbursements       1,038 
	
Net Investment Income                                 892 
	
Realized and Unrealized Gain (Loss) on Investments:	
     Realized Gain (Loss) on Investments               (4)
     Distribution of Realized
      Capital Gains from other Investment Companies     -
     Unrealized Gain (Loss) from Appreciation
      (Depreciation) on Investments                (6,962)
                                                ---------
Net Realized and Unrealized Gain (Loss) on
 Investments                                       (6,966)
	
Net Increase (Decrease) in Net
  Assets from Operations                           (6,074)


  The accompanying notes are an integral part of the financial statements.

<PAGE>
Statement of Changes in Net Assets
(unaudited)                                             5/22/98
                                                         to
                                                       11/30/98
                                                       --------
From Operations: 	
     Net Investment Income                                  892 
     Net Realized Gain (Loss) on Investments                 (4)
     Net Unrealized Appreciation (Depreciation)          (6,962)
                                                       ---------
     Increase (Decrease) in Net Assets from Operations   (6,074)
From Distributions to Shareholders	
     Net Investment Income                                    0  
     Net Realized Gain (Loss) from Security Transactions      0  
                                                       ---------
     Net  Increase (Decrease) from Distributions              0  
From Capital Share Transactions:	
     Proceeds From Sale of  11,109 Shares               110,743 
     Net Asset Value of 0 Shares Issued on
       Reinvestment of Dividends                              0
     Cost of 0 Shares Redeemed                                0  
                                                       ---------
                                                        110,743 

Net Increase  in Net Assets                             104,669 
Net Assets at Beginning of Period                             0  
Net Assets at End of Period                             104,669 

Financial Highlights (unaudited)	
 Selected data for a share of common
 stock outstanding throughout the period:               5/22/98
                                                          to
                                                       11/30/98
Net Asset Value -                                      --------
     Beginning of Period                                10.00 
Net Investment Income                                    0.08 
Net Gains or Losses on Securities	
     (realized and unrealized)                          (0.66)
                                                      --------
Total from Investment Operations                        (0.58)
Dividends	
     (from net investment income)                        0.00 
Distributions (from capital gains)                       0.00 
Return of Capital                                        0.00 
                                                      --------
     Total Distributions                                 0.00 
Net Asset Value -	
     End of Period                                       9.42 

Total Return                                            -5.80%
Ratios/Supplemental Data	
Net Assets - End of Period (Thousands)                    105 
Before reimbursments	
   Ratio of Expenses to Average Net Assets*             13.11%
   Ratio of Net Income to Average Net Assets*           (9.47)%
After reimbursments	
   Ratio of Expenses to Average Net Assets*              1.95%
   Ratio of Net Income to Average Net Assets*            1.68 %
Portfolio Turnover Rate	0.00%
Average commission per share                             0.20273 

*Annualized	

  The accompanying notes are an integral part of the financial statements.

<PAGE>
Empirical Investment Fund
                                              Notes to Financial Statements
                                              November 30, 1998 (unaudited)

                                        


1.)   SIGNIFICANT ACCOUNTING POLICIES
  The  Fund  is  a open-end management investment company, organized  as  a
  Trust  under the laws of the State of Delaware by a Declaration of  Trust
  in  September  1997.   The  Fund seeks to achieve superior  risk-adjusted
  capital  appreciation  on long-term investment dollars.  It  is  expected
  that  the  Fund  will  generate current income in addition  to  long-term
  capital  appreciation.   The  Fund  is  intended  to  be  a  core  equity
  portfolio   designed  for  investors  with  a  long-term  wealth-building
  horizon.   Significant  accounting policies of  the  Fund  are  presented
  below:
  
  SECURITY VALUATION:
  Securities  which  are traded on any exchange or on the NASDAQ  over-the-
  counter market are valued at the last quoted sale price.  Lacking a  last
  sale  price, a security is valued at its last bid price except  when,  in
  the  Adviser's  opinion, the last bid price does not  accurately  reflect
  the  current value of the security. All other securities for which  over-
  the-counter market quotations are readily available are valued  at  their
  last  bid  price. When market quotations are not readily available,  when
  the  Adviser  determines the last bid price does not  accurately  reflect
  the  current  value or when restricted securities are being valued,  such
  securities  are  valued  as  determined in good  faith  by  the  Adviser,
  subject to review of the Board of Trustees of the Trust.
  
  Fixed  income securities generally are valued by using market quotations,
  but  may  be valued on the basis of prices furnished by a pricing service
  when  the Adviser believes such prices accurately reflect the fair market
  value  of  such  securities.  A pricing service utilizes electronic  data
  processing techniques based on yield spreads relating to securities  with
  similar  characteristics  to determine prices for  normal  institutional-
  size  trading  units of debt securities without regard  to  sale  or  bid
  prices. When prices are not readily available from a pricing service,  or
  when  restricted or illiquid securities are being valued, securities  are
  valued  at fair value as determined in good faith by the Adviser, subject
  to  review  of  the  Board of Trustees. Short-term investments  in  fixed
  income securities with maturities of less than 60 days when acquired,  or
  which  subsequently are within 60 days of maturity, are valued  by  using
  the  amortized  cost method of valuation, which the Board has  determined
  will represent fair value.

  SECURITY TRANSACTION TIMING:
  Security transactions are recorded on the dates transactions are  entered
  into   (the   trade   dates).   Dividend  income  and  distributions   to
  shareholders  are recorded on the ex-dividend date.  Interest  income  is
  recorded  as  earned.   The  Fund  uses  the  identified  cost  basis  in
  computing  gain or loss on sale of investment securities.  Discounts  and
  premiums  on  securities purchased are amortized over  the  life  of  the
  respective securities.
  
  INCOME TAXES:
  It  is the Fund's policy to distribute annually, prior to the end of  the
  calendar  year,  dividends sufficient to satisfy excise tax  requirements
  of   the   Internal  Revenue  Service.   This  Internal  Revenue  Service
  requirement  may cause an excess of distributions over the book  year-end
  accumulated  income.  In addition, it is the Fund's policy to  distribute
  annually,  after the end of the fiscal year, any remaining net investment
  income and net realized capital gains.
  
  EXPENSES:
  Organizational  costs  represent costs incurred in  connection  with  the
  organization   and   the   initial   public   offering   of   the   Fund.
  Organizational  costs are deferred and will be amortized on  a  straight-
  line  basis  over five years.  In the event that the original shareholder
  (or  and subsequent transferee) redeems any of its original capital (seed
  capital)  prior to these organizational costs being fully amortized,  the
  redemption  proceeds will be reduced by a pro-rata portion  of  any  then
  unamortized  organizational costs.  At November 30, 1998, the unamortized
  balance was $39,865.
  
<PAGE>  

Empirical Investment Fund - (continued)
                                              Notes to Financial Statements
                                              November 30, 1998 (unaudited)

  ESTIMATES:
  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
  and  disclosure of contingent 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.
  

2.)   MANAGEMENT AGREEMENT
  The   Fund  has  entered  into  a  Management  Agreement  with  Worldwide
  Financial  Management  Associates, Inc. (the  "Adviser").   The  Fund  is
  authorized  to pay the Adviser a fee equal to an annual average  rate  of
  1.95%  of  its average daily net assets up to and including $200 million,
  1.90%  of  its  average  daily net assets from $200  million  up  to  and
  including  $500 million, 1.85% of its average daily net assets from  $500
  million  up  to and including $1 billion, and 1.80% of its average  daily
  net  assets in excess of $1 billion, minus the amount by which the Fund's
  total   expenses  (including  organizational  expenses,   but   excluding
  brokerage, taxes, interest  and extraordinary  expenses) exceeds 1.95  %.
  The  Adviser  pays  all  of the operating expenses  of  the  Fund  except
  brokerage,  taxes,  interest,  fees and expenses  of  the  non-interested
  person   trustees  and  extraordinary  expenses.   The  Fund   pays   its
  organizational expenses.  During the period ending November 30, 1998  the
  Adviser  received  no  management fees  and  reimbursed  $5,910  of  Fund
  expenses.
     

3.)   CAPITAL STOCK AND DISTRIBUTIONS
  At  November  30,  1998 an indefinite number of shares of  capital  stock
  ($.10  par  value)  were  authorized, and  paid-in  capital  amounted  to
  $110,743. Transactions in common stock were as follows:
     
Shares sold                              11,109
Shares issued to shareholders in               
reinvestment of dividends                     0
                                         11,109
Shares redeemed                                
                                              0
Net Increase                             11,109
Shares Outstanding:                            
Beginning of Period                            
                                              0
End of Period                                  
                                               
                                         11,109
  

4.)   PURCHASES AND SALES OF SECURITIES
  During  the  period  from inception to November 30, 1998,  purchases  and
  sales  of  investment  securities other than U.S. Government  obligations
  and  short-term  investments  aggregated  $58,354  and  $0  respectively.
  Purchases and sales of U.S. Government obligations aggregated $0  and  $0
  respectively.

5.)   FINANCIAL INSTRUMENTS DISCLOSURE
  There  are  no reportable financial instruments that have any off-balance
  sheet risk as of November 30, 1998.

8.)   SECURITY TRANSACTIONS
  For  Federal  income  tax  purposes, the cost  of  investments  owned  at
  November 30, 1998 was the same as identified cost.

  At  November  30,  1998, the composition of unrealized appreciation  (the
  excess  of value over tax cost) and depreciation (the excess of tax  cost
  over value) was as follows:
  Appreciation    (Depreciation)   Net Appreciation
                                    (Depreciation)
     2,211           (9,173)            (6,962)

<PAGE>



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