SHEPMYERS INVESTMENT CO
N-30D, 1996-08-27
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                         SHEPMYERS INVESTMENT COMPANY

                       SEMI-ANNUAL REPORT TO SHAREHOLDERS



                                  June 30, 1996



















                                  P.O. Box 339
                           Hanover, Pennsylvania 17331


<PAGE>


                          SHEPMYERS INVESTMENT COMPANY

                                  P.O. BOX 339

                           HANOVER, PENNSYLVANIA 17331


August 15, 1996

Dear Shareholder:

We are pleased to send you the Semi-Annual Report, which reflects the company's
financial position as of June 30, 1996.

The first six months of 1996 have witnessed a dramatic shift in investor
sentiment. As recently as January, the Federal Reserve reduced both the federal
funds and the discount rates in anticipation of a slowdown in the U.S. economy.
Instead, virtually all segments of the economy have shown more strength than the
Federal Reserve was predicting early in the year. Despite stronger than expected
growth, there has not been any material increase in inflationary pressures. With
no evidence of higher inflation the Federal Reserve has been content to leave
short-term rates unchanged. However, the financial markets have reacted to signs
of a stronger economy by pushing interest rates higher. The yield on the
Municipal Bond Buyer Index has risen from 5.44% at year-end 1995 to 5.97% as of
June 30, 1996. Longer term, the effect of somewhat higher interest rates will
tend to slow the pace of economic growth.

We continue our focus on maintaining a very high quality, nationally diversified
portfolio of municipal securities. As of June 30, 1996 our portfolio had an
average maturity of 5.34 years with the longest maturity being 13 years. In
addition, over 79% of the assets were rated "AA-" or higher by either Standard
and Poor's or Moody's Investor Services, Inc. Only one of the 53 issues in the
portfolio received less than an "A" rating by both of the two rating agencies
and this issue is due to mature in November, 1996.

We appreciate the confidence you have shown in the Board and welcome your
comments.

Sincerely,



/s/Paul E. Spears
- -----------------------------
President

PES/sk

<PAGE>


                       STATEMENT OF ASSETS AND LIABILITIES

                          SHEPMYERS INVESTMENT COMPANY

                                  JUNE 30, 1996
                                   (unaudited)


ASSETS

Investments at market value - (cost $14,766,235)                    $15,215,072
Cash                                                                      1,000
Accrued interest receivable                                             246,367
Prepaid expenses                                                          2,415
                                                                    -----------
                  TOTAL ASSETS                                       15,464,854
                                                                    -----------
LIABILITIES

Dividends declared - Note 2                                             230,471
Accrued liabilities - Note 3                                             35,292
                                                                    -----------
                  TOTAL LIABILITIES                                     265,763
                                                                    -----------
                  NET ASSETS at market, applicable to
                  768,238 outstanding common shares,
                  equivalent to $19.78 a share - Note 5             $15,199,091
                                                                    ===========


See notes to financial statements.

<PAGE>


                                   INVESTMENTS

                          SHEPMYERS INVESTMENT COMPANY

                                  JUNE 30, 1996
                                   (unaudited)

<TABLE>
<CAPTION>

Principal
 Amount                    Description                                       Market Value
- ---------                  -----------                                       ------------

                       HIGHWAY CONSTRUCTION BONDS - 2.72%

<S>             <C>                                                            <C>
$210,000        Kansas State Highway Bonds, 9.00%, due
                    7/1/96, callable 7/1/94 at 100 (MBIA)                      $  210,000
 200,000        Illinois Toll Highway Bonds, 6.35%, due
                    1/1/00, callable 1/1/96 at 102                                203,500
                                                                               ----------
                              TOTAL HIGHWAY CONSTRUCTION BONDS                    413,500
                                                                               ----------
                HOUSING FINANCE AGENCY BONDS - 9.31%

 150,000        New Jersey Housing and Mortgage Finance
                    Authority, 4.80%, due 11/1/96                                 150,240
 100,000        Connecticut State Housing Finance Authority,
                    6.60%, due 11/15/96                                           100,820
 140,000        Minnesota Housing Finance Agency, 6.80%, due
                    1/1/99, callable 1/1/96 at 102                                144,550
 190,000        Massachusetts Housing Finance Agency, 6.75%,
                    due 6/1/99, callable 12/1/96 at 102                           196,175
 300,000        Virginia State Housing Authority, 7.15%, due
                    7/1/99                                                        309,750
 100,000        Oregon State Housing and Community Service
                    Department, Single Family Mortgage, 4.20%,
                    due 7/1/99                                                     98,640
 400,000        Pennsylvania Housing Finance System, Single
                    Family Mortgage, Series S, 7.25%, due
                    10/1/03                                                       417,000
                                                                               ----------
                              TOTAL HOUSING FINANCE AGENCY BONDS                1,417,175
                                                                               ----------

                GENERAL OBLIGATION BONDS - 51.45%

 350,000        Los Angeles Certificates of Participation,
                    Multiple Cap Facilities, 5.50%, due
                    11/1/96                                                       351,365
 200,000        Connecticut State, 5.25%, due 3/15/97                             201,340
 300,000        New Mexico State Severance, 5.20%, due
                    7/1/01 callable, 7/1/99 at 100                                303,420
 200,000        Vermont Muni Bond Bank, 6.50%, due 12/1/97                        206,040
 200,000        Port Corpus Christi, Texas, 4.40%, due
                    2/1/98                                                        199,640
 400,000        Pittsburgh, Pennsylvania, 6.875%, due 3/1/98
                    (FGIC)                                                        413,400

</TABLE>

See notes to financial statements.

                                       -2-

<PAGE>


                             INVESTMENTS - CONTINUED

                          SHEPMYERS INVESTMENT COMPANY

                                  JUNE 30, 1996
                                   (unaudited)
<TABLE>
<CAPTION>

Principal
 Amount                    Description                                        Market Value
 ------                    -----------                                        ------------

                GENERAL OBLIGATION BONDS - 51.45% - Continued

<C>             <C>                                                               <C>     
$175,000        Birmingham, Alabama, 7.00%, due 7/1/98                            $183,557
 500,000        Pembroke Pines, Florida, Public Improvement                        
                    Bond, 6.90%, due 10/1/98, callable 10/1/96
                    at 102 (AMBAC)                                                 511,800
 200,000        Dade County, Florida, Public Improvement,
                    Series 1, 6.80%, due 7/1/99, callable
                    7/1/89 at 102.75 (MBIA)                                        205,340
 300,000        New Hampshire, 6.50%, due 10/1/99                                  317,220
 300,000        Dauphin County, Pennsylvania, 4.90%, due
                    3/15/00                                                        302,280
 250,000        Wisconsin, 6.40%, due 5/1/00, callable
                    5/1/98 at 101                                                  263,400
 640,000        Commonwealth of Pennsylvania, First Series,
                    6.60%, due 6/1/01                                              679,616
 215,000        Utah State Municipal Finance Coop, Salt
                    Lake, 6.90% due 3/1/02, callable 3/1/00 at
                    100 (LOC - Government Revenue Pool)                            233,146
 155,000        Cambria County Pennsylvania, 5.20%, due
                    8/15/02 (FGIC)                                                 157,046
 550,000        Maricopa County, Arizona, 6.80%, due 7/1/03                        567,875
 350,000        Erie County Pennsylvania, 4.90%, due 7/1/04                        345,695
 500,000        Washington Suburban Sanitation District,
                    Maryland Water Supply, 6.80%, due 6/1/05,
                    callable 6/1/01 at 102                                         547,750
 510,000        Indiana Municipal Bond Bank, 6.75%, due
                    1/1/06 (LOC Sumitoma Bank, Ltd.), callable
                    1/1/01 at 102                                                  543,966
 200,000        Pleasant Valley Pennsylvania School
                    District, 6.00%, due 3/15/07, callable
                    3/15/00 at 100 (MBIA)                                          207,220
 350,000        Montgomery County Pennsylvania, 5.20%, due
                    10/15/07, callable 10/15/00 at 100                             343,245
 225,000        Wilkes-Barre Pennsylvania School District,
                    (Luzerne County), 6.00%, due 4/1/08,
                    callable 10/1/04 at 100 (FGIC)                                 230,310
 200,000        Seneca Valley Pennsylvania School District,
                    5.50%, due 2/15/09, callable 8/15/05 at
                    100                                                            196,800

</TABLE>

See notes to financial statements.

                                       -3-

<PAGE>


                             INVESTMENTS - CONTINUED

                          SHEPMYERS INVESTMENT COMPANY

                                  JUNE 30, 1996
                                   (unaudited)
<TABLE>
<CAPTION>

Principal
 Amount                    Description                                          Market Value
- ---------                  -----------                                          ------------

                GENERAL OBLIGATION BONDS - 51.45% - Continued

<S>             <C>                                                               <C>                                
$300,000        Haverford Township Pennsylvania School
                   District, (Delaware County), 6.00%, due
                   6/1/09, callable 6/1/04 at 100 (FGIC)                          $  316,650
                                                                                  ----------
                      TOTAL GENERAL OBLIGATION BONDS                               7,828,121
                                                                                  ----------
                SPECIAL OBLIGATION BONDS - 3.49%

 225,000        Connecticut State Special Tax Obligation, 6.80%,
                   due 10/1/97                                                       232,087

 300,000        Pennsylvania Intergovernmental Coop Authority (City
                   of Philadelphia), Special Tax Revenue, 4.70%, due
                   6/15/01                                                           298,500
                                                                                  ----------
                      TOTAL SPECIAL OBLIGATION BONDS                                 530,587
                                                                                  ----------

                REVENUE BONDS - 29.10%

 250,000        Lancaster County, Pennsylvania, Solid Waste,
                   7.00%, due 12/15/96                                               251,225
 200,000        Harrisburg Authority, Dauphin County Lease
                   Revenue, 5.80%, due 6/1/97                                        202,800
 150,000        Memphis Airport Authority, Shelby County
                   Tennessee, 4.25%, due 2/15/98                                     149,385
 245,000        Kenton County Kentucky, School District
                   Finance Corporation School Buildings,
                   4.25%, due 7/1/98                                                 243,922
 275,000        Fort Wayne, Indiana, Hospital Revenue Bond,
                   6.60%, due 7/1/98, callable 7/1/96 at 102                         279,868
 500,000        Hillsborough County Florida Aviation
                   Authority, (Tampa International Airport),
                   4.25%, due 10/1/98                                                497,650
 300,000        West Chester Pennsylvania Area School
                   District, 3.55%, due 12/1/98                                      292,080
 230,000        Intermountain Power Agency, Utah, 6.80%, due
                   7/1/02, callable 1/1/97 at 102                                    236,325
 300,000        Pennsylvania State Certificates of
                   Participation, Lease Revenue, 4.90%, due
                   7/1/02                                                            299,250

</TABLE>

See notes to financial statements.

                                       -4-
 
<PAGE>


                             INVESTMENTS - CONTINUED

                          SHEPMYERS INVESTMENT COMPANY

                                  JUNE 30, 1996
                                   (unaudited)
<TABLE>
<CAPTION>

Principal
 Amount                    Description                                        Market Value
 ------                    -----------                                        ------------

                       REVENUE BONDS - 29.10% - Continued
<S>             <C>                                                               <C>
$250,000        Kane County, Illinois Public Buildings,
                    Elgin College, 6.80%, due 12/1/02,
                    callable 12/1/99 at 100                                      $  266,600
 325,000        Knoxville, Tennessee Water Revenue, 6.70%,                         
                    due 11/1/03, callable 11/1/97 at 102                            340,373
 350,000        District of Columbia, Georgetown University,
                    6.90%, due 4/1/04                                               371,210
 450,000        Chester County Pennsylvania Health and
                    Educational Authority, Main Line Facility
                    Health System Revenue, 4.90%, due 5/15/04                       437,355
 175,000        State Public Schools Pennsylvania College
                    Revenue (Harrisburg Community), 5.10%, due
                    4/1/06 (MBIA)                                                   171,255
 250,000        Lancaster County Pennsylvania Vo-Tech School
                    Authority, 6.50%, due 2/15/07, callable
                    2/15/04 at 100                                                  264,775
 125,000        Fleetwood Pennsylvania Area School
                    Authority, 5.40%, due 4/1/08 (FGIC)                             123,275
                                                                                 ----------
                              TOTAL REVENUE BONDS                                 4,427,348
                                                                                 ----------

                INDUSTRIAL REVENUE BONDS - 2.17%

 200,000        Montgomery County Pennsylvania Redevelopment
                    Authority, (Gwynedd-Oxford Project), due
                    8/1/07, mandatory put 12/1/96 at 100                            201,500
 130,000        Chester County Pennsylvania Industrial
                    Development Authority, Glenn Avenue
                    Associates, 4.375%, due 11/15/98
                    (Guaranteed by Provident Mutual Life)                           129,350
                                                                                 ----------
                TOTAL INDUSTRIAL REVENUE BONDS                                      330,850
                                                                                 ----------

</TABLE>

See notes to financial statements.

                                       -5-

<PAGE>


                             INVESTMENTS - CONTINUED

                          SHEPMYERS INVESTMENT COMPANY

                                  JUNE 30, 1996
                                   (unaudited)

<TABLE>
<CAPTION>

Principal
 Amount                    Description                                          Market Value
- ---------                  -----------                                          ------------

SHORT-TERM INVESTMENTS - at cost, approximating market - 1.76%

Shares
- ------
<S>             <C>                                                              <C>
267,491         Muni Fund Portfolio of Municipal Funds for
                   Temporary Investment                                          $   267,491
                                                                                 -----------
                         TOTAL SHORT-TERM INVESTMENTS                                267,491
                                                                                 -----------

                TOTAL INVESTMENTS -100.00% (cost
                   $14,766,235)                                                  $15,215,072
                                                                                 ===========
</TABLE>

See notes to financial statements.

                                       -6-

<PAGE>



                             STATEMENT OF OPERATIONS

                          SHEPMYERS INVESTMENT COMPANY

                     FOR THE SIX MONTHS ENDED JUNE 30, 1996
                                   (unaudited)
<TABLE>
<CAPTION>

<S>                                                               <C>
INVESTMENT INCOME
    Interest                                                      $ 445,345

EXPENSES
    Investment advisory fees - Note 3                                12,500
    Custodian fees                                                    3,912
    Transfer and dividend disbursing agent fees                       2,076
    Legal and professional fees - Note 3                             15,850
    Officers' salaries and directors' fees - Note 3                  14,800
    Capital stock tax                                                 1,400
    Clerical                                                          1,250
    Insurance                                                         1,200
    Miscellaneous                                                     5,338
                                                                  ---------
                                                                     58,326
                                                                  ---------
              NET INVESTMENT INCOME                                 387,019
                                                                  ---------
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS - NOTE 4
    Net unrealized depreciation of investments                     (264,073)
             NET LOSS ON INVESTMENTS                               (264,073)

NET INCREASE IN NET ASSETS RESULTING FROM
    OPERATIONS                                                    $ 122,946
                                                                  =========


</TABLE>

See notes to financial statements.

                                       -7-

<PAGE>



                       STATEMENTS OF CHANGES IN NET ASSETS

                          SHEPMYERS INVESTMENT COMPANY

<TABLE>
<CAPTION>

                                                                         For the Six             For the Year
                                                                        Months Ended                Ended
                                                                        June 30, 1996            December 31,
                                                                         (unaudited)                 1995
<S>                                                                      <C>                       <C>
CHANGES RESULTING FROM OPERATIONS                          
         Net investment income                                          $   387,019              $   784,475
         Net realized (loss)/gain from investment
               transactions                                                    -                     ( 2,632)
         Net unrealized appreciation/(depreciation)
               of investments                                              (264,073)                 518,238
                                                                        -----------              -----------
                      Net increase in net assets
                      resulting from operations                             122,946                1,300,081

DISTRIBUTIONS TO SHAREHOLDERS
         Dividends from net investment income                              (668,367)                (775,921)
                                                                        -----------              -----------
               Total increase/(decrease) in net assets                     (545,421)                 524,160

NET ASSETS
         Beginning of year                                               15,744,512               15,220,352
                                                                        -----------              -----------

         End of period/year (including undistri-
               buted net investment income of
               $39,821 and $321,168, respectively)                      $15,199,091              $15,744,512
                                                                        ===========              ===========

</TABLE>

See notes to financial statements.

                                       -8-

<PAGE>


                              FINANCIAL HIGHLIGHTS
                          SHEPMYERS INVESTMENT COMPANY
<TABLE>
<CAPTION>

                                              For the Six
                                             Month Period                         For the Year Ended December 31,
                                                Ended            ----------------------------------------------------------------
                                             June 30, 1996       1995           1994           1993           1992           1991
                                             -------------       ----           ----           ----           ----           ----
                                              (unaudited)

<S>                                              <C>           <C>            <C>            <C>            <C>            <C>
PER SHARE DATA (for a share
      outstanding throughout the
      indicated year/period)

Net asset value, beginning of year               $20.49        $19.81         $20.82         $20.82         $20.65         $20.22
      Income from operations:
           Investment income                        .58          1.16           1.15           1.19           1.27           1.34
           Expenses                                 .08           .14            .15            .14            .14            .14
                                                 ------        ------         ------         ------         ------         ------
      Net investment income                         .50          1.02           1.00           1.05           1.13           1.20

Net realized and unrealized
      gain/(loss) on investments                   (.34)          .67           (.95)           .11            .26            .47
                                                 -------       ------         -------        ------         ------         ------
Total from investment operations                    .16          1.69            .05           1.16           1.39           1.67
                                                 ------        ------         ------         ------         ------         ------

Less distributions:
      Dividends from net investment
           income                                  (.87)        (1.01)         (1.06)         (1.13)         (1.21)         (1.22)
      Distributions from net realized
           investment transactions                   --            --             --          ( .03)          (.01)          (.02)
                                                 ------        ------         ------         ------         ------         -------
      Total distributions                          (.87)        (1.01)         (1.06)         (1.16)         (1.22)         (1.24)
                                                 -------       ------         ------         ------         ------         -------

Net asset value, end of year/period              $19.78        $20.49         $19.81         $20.82         $20.82         $20.65
                                                 ======        ======         ======         ======         ======         ======

TOTAL RETURN BASED ON NET ASSET 
           VALUE (1)                               4.14%         8.58%           .10%          5.57%          6.73%          8.31%

RATIOS/SUPPLEMENTAL DATA
      Net assets, end of year/period
           (in thousands)                       $15,199       $15,745        $15,220        $15,994        $15,993        $15,862
      Ratio of expenses to average
           net assets                              .38%           .72%           .73%           .67%           .66%           .69%
      Ratio of net investment income
           to average net assets                  2.51%          5.10%          5.02%          5.14%          5.55%          6.02%
      Portfolio turnover rate                      .82%         11.00%         12.68%         14.92%         13.09%         14.09%
      Number of shares outstanding at
           end of year/period                  768,238        768,238        768,238        768,238        768,238        768,238

</TABLE>

(1) Total return based on market price has not been disclosed due to lack of
    market price information.

See notes to financial statements.

                                       -9-
PHTRANS:123999_1.WP5

<PAGE>


                          NOTES TO FINANCIAL STATEMENTS

                          SHEPMYERS INVESTMENT COMPANY

                                  JUNE 30, 1996


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company is registered under the Investment Company Act of 1940, as amended,
as a diversified, closed-end management company and intends to meet the
requirements of a regulated investment company as defined under Subchapter M of
the Internal Revenue Code. The following is a summary of significant accounting
policies followed by the Company in the preparation of its financial statements.

The Company's investment objective is to seek a high level of income and capital
gains, net of federal income tax as is consistent with the preservation of
capital. The Company will invest primarily in tax-exempt obligations, but may
also own taxable obligation, preferred stock (including convertible preferred
stock), other fixed-income securities and common stocks (including warrants and
rights to purchase common stock). The relative proportions of the types of the
Company's portfolio securities will vary from time to time but not less than 50%
of the portfolio will be invested in obligations issued by states, territories,
and possessions of the United States and the District of Columbia, and their
political subdivisions, duly constituted authorities and corporations, the
interest on which is exempt from federal income tax in the opinion of bond
counsel to the issuers.

Valuation of Investments: Investments are valued based on prices furnished by an
independent pricing service. This service determines the valuations based on
valuations for normal institutional size trading units of debt securities. In
most instances, these valuations represent the mean between the most recently
quoted bid and ask prices. In the event that market quotations are not readily
available, securities are valued at their fair value by the investment advisor
under the supervision and responsibility of the Company's Board of Directors.
These valuations are believed to accurately reflect the fair market value of
such securities.

Recording of Transactions:  Security transactions are accounted for on
the date the securities are purchased or sold (trade date).  Dividends
and distributions to shareholders are recorded on the declaration
date.

Determination of Realized Gains or Losses from Investment Transactions: Realized
gains or losses from investment transactions are calculated on the identified
cost basis.

                                      -10-

<PAGE>


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                          SHEPMYERS INVESTMENT COMPANY

                                  JUNE 30, 1996

Federal Income Tax: It is the Company's policy to comply with the requirements
of the Internal Revenue Code applicable to regulated investment companies and to
distribute substantially all of its net investment income and realized net gain
from investment transactions to its shareholders and, accordingly, no provision
has been made for Federal income taxes.

Investment Income: The Company records interest income on the accrual basis. In
computing net investment income, the Company amortizes premium over the life of
the security, unless said premium is in excess of any call price, in which case
the excess is amortized to the earliest call date. Original issue discount is
accredited over the life of the security.


NOTE 2 - DIVIDENDS

On both April 26 and June 3, 1996 the Board of Directors declared a cash
dividend from net investment income of $.15 per share. The dividends are payable
on July 1, 1996 and October 1, 1996 to shareholders of record on June 3, 1996
and September 2, 1996, respectively.


NOTE 3 - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

The Investment Advisory agreement provides that the Company will pay to the
Investment Advisor, as compensation for services provided, a fee at an annual
rate of $25,000. At June 30, 1996, $6,250 is payable.

An officer of the Company is a partner in a law firm that provides legal
services to the Company. Fees for these services aggregated $8,500 for the six
months ended June 30, 1996, of which $4,250 is payable at June 30, 1996.

The Board of Directors has resolved that each director be paid $250 per meeting
attended plus an annual fee of $600, and that the Chairman of the Board be paid
an annual consulting fee of $15,000 and other officers an annual salary of $100
from the income of the Company as compensation for their services. Directors and
officers are reimbursed by the Company for out-of-pocket expenses incurred in
attending meetings of the Board of Directors.

                                      -11-

<PAGE>

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                          SHEPMYERS INVESTMENT COMPANY

                                  JUNE 30, 1996

NOTE 4 - COST, PURCHASES, AND SALES OF SECURITY INVESTMENTS

Cost of purchases and proceeds from sales and maturities of investment
securities, other than short-term investments, aggregated $124,619 and $125,000,
respectively, during the six months ended June 30, 1996.

At June 30, 1996, the cost of investment securities owned is the same for
financial reporting and federal income tax purposes. Net unrealized appreciation
of investment securities is $448,837 (aggregate gross unrealized appreciation of
$474,922 less aggregate gross unrealized depreciation of $26,085).


NOTE 5 - COMPONENTS OF NET ASSETS

The components of net assets at June 30, 1996 are as follows:

         Common Stock--par value $.50 per share,
              768,238 shares issued and                 
              outstanding, (2,000,000 shares
              authorized); and capital paid-in                     $14,723,326
         Undistributed net investment income                            39,821
         Undistributed net realized losses on
              investment transactions                                  (12,893)
         Net unrealized appreciation of
              investments                                              448,837
                                                                   -----------
              NET ASSETS                                           $15,199,091
                                                                   ===========

                                      -12-

<PAGE>

                   MATTERS SUBMITTED TO A VOTE OF SHAREHOLDERS

                  The matters described below were submitted to a vote of
shareholders of Shepmyers Investment Company (the "Company") at an Annual
Meeting of Shareholders held on April 26, 1996 (the "Meeting"):

                  Matter 1 - Election of Directors: At the Meeting, Paul E.
Spears, Gordon P. King, Lawrence S. DeVan, John M. Fuss, Ralph E. Lemmon, Jr.,
Robert P. Myers, Paul Frey Spears, John F. Thompson, III and C. Daniel Weber,
constituting the entire Board of Directors, were elected to hold office until
the next Annual Meeting of Shareholders and until his successor is elected and
qualified.

                  The following shares were voted for, against or abstained in
the election of directors:

                                      For          Against           Abstain

         Paul E. Spears             699,972              0               0
         Gordon P. King             699,972              0               0
         Lawrence S. DeVan          637,856         62,116               0
         John M. Fuss               699,972              0               0
         Ralph E. Lemmon, Jr.       699,972              0               0
         Robert P. Myers            699,972              0               0
         Paul Frey Spears           699,972              0               0
         John F. Thompson, III      699,972              0               0
         C. Daniel Weber            699,972              0               0

                  Matter 2 - Approval of Proposed Advisory Agreement between the
Company and Rittenhouse Financial Services, Inc. until April 30, 1997:
Rittenhouse Financial Services, Inc. ("RFS") served as the Company's investment
advisor under an investment advisory agreement dated April 30, 1985 (the
"Advisory Agreement").

                  At a meeting of the Company's Board of Directors held on
January 29, 1996, the Company's directors, including a majority of the Company's
disinterested directors, voted to approve a proposed advisory agreement between
RFS and the Company until April 30, 1997 and to recommend its approval by the
shareholders of the Company at the Meeting.

                  The terms and conditions of the Advisory Agreement and the
proposed advisory agreement are the same, except that the proposed advisory
agreement does not contain the provision in the Advisory Agreement requiring RFS
to furnish the Company's Board of Directors within 60 days after the end of each
of RFS's fiscal years copies of its financial statements (including a statement
of operations and a balance sheet) for the prior fiscal year audited by
independent certified public accountants.


<PAGE>

                  The number of shares cast for the resolution approving the
proposed advisory agreement was 699,316. The number of votes cast against such
resolution was zero. The number of votes abstaining was 656.

                  Matter 3 - Ratification of Selection of Ernst & Young, LLP
("Ernst & Young") as the Company's Independent Certified Public Accountants for
the Year Ending December 31, 1996: Ernst & Young, the Company's auditors
beginning in 1978, were selected as independent certified public accountants for
the Company for the year ending December 31, 1996 by a majority of the members
of the Company's Board of Directors who are not "interested persons" of the
Company (as defined in the Investment Company Act of 1940). The ratification of
the selection of independent certified public accountants was submitted to the
Company's shareholders at the Meeting.

                  The number of shares cast for the resolution ratifying the
Board's selection of Ernst & Young as the Company's independent certified public
accountants was 699,972. The number of shares cast against such resolution was
zero. The number of shares abstaining was zero.

                                       -2-

<PAGE>


                               CORPORATE DIRECTORY



DIRECTORS AND OFFICERS

P.E. Spears*
         President and Chairman of the Board

G.P. King*
         Vice President and Treasurer

W.B. McConnel, III
         Secretary

L.S. DeVan*
J.M. Fuss*
R.E. Lemmon, Jr.*
R.P. Myers*
P.F. Spears*
J.F. Thompson, III*
C.D. Weber*
                                                             *Director

AUDITOR

Ernst & Young, LLP
         Reading, Pennsylvania


COUNSEL

Drinker Biddle & Reath
         Philadelphia, Pennsylvania


INVESTMENT ADVISOR

Rittenhouse Financial Services, Inc.
         Radnor, Pennsylvania


CUSTODIAN, TRANSFER AGENT, REGISTRAR & DIVIDEND DISBURSING AGENT

Investors Trust Company
         Wyomissing, Pennsylvania



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