CAMELOT FUNDS /KY
N-30D, 1996-03-08
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<PAGE>   1

THE FAIRMONT FUND

Financial Statements
Year Ended December 31, 1995
with Report of Independent Auditors
<PAGE>
Comments from Morton H. Sachs, Chairman                                        
                                                                               
No doubt about it -- 1995 was a banner year for the stock market.  The         
combination of lower interest rates and unflagging corporate profits made for a
great year.  The Fairmont Fund closed the year up 27.92%.  Overweighting the   
portfolio with regional bank stocks proved fortuitous as lower rates and       
continued consolidation buoyed the group.  Otherwise, performance was tied more
to the success of individual stock selections than to any broad themes.        
                                                                               
In characteristic fashion, our portfolio continues to be populated with a      
diverse group of stocks that have been selected for their individual potential.
Most often they are stocks that have exhibited technical weakness and are now  
poised for significant appreciation.  If we believe a company is fundamentally 
sound and that the causes of its recent weakness have passed, we think it      
merits a closer look.   Since we tend to steer away from Wall Street's         
favorites, our performance may not coincide with the major indexes.            
Nonetheless, it is a strategy that has worked well for us in the past and we   
believe will continue to do so in 1996.                                        
                                                                               
On a different note, we used up the last of our tax loss carryforwards and     
expect to continue a policy of annual dividend payments.  At year-end, we      
declared a capital gain distribution of $3.76 per share.                       
                                                                               
                                                                               
                                                                               
        FIVE YEAR COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
                     IN THE FAIRMONT FUND AND THE S&P 500
                                                                               
                                                                               
<TABLE>                                                                        
<CAPTION>                                                                      
             FAIRMONT FUND     S&P 500                                         
<S>              <C>           <C>                                             
1990             10,000        10,000                                          
                                                                               
1991             14,056        13,040                                          
                                                                               
1992             16,029        14,032                                          
                                                                               
1993             18,524        15,444                                          
                                                                               
1994             19,870        15,646                                          
                                                                               
1995             25,418        21,520                                          
</TABLE>                                                                       
                                                                               
                                                                               
    Past performance is not predictive of future performance.                  
<PAGE>   2
         TEN YEAR COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
                     IN THE FAIRMONT FUND AND THE S&P 500
                                                                 
                                                                 
<TABLE>                                                          
<CAPTION>                                                        
              FAIRMONT FUND    S&P 500                           
<S>              <C>           <C>                               
1985             10,000        10,000                            
                                                                 
1986             11,405        11,862                            
                                                                 
1987             10,519        12,487                            
                                                                 
1988             10,847        14,555                            
                                                                 
1989             11,589        19,159                            
                                                                 
1990              9,024        18,563                            
                                                                 
1991             12,685        24,207                            
                                                                 
1992             14,465        26,047                            
                                                                 
1993             16,716        28,668                            
                                                                 
1994             17,932        29,043                            
                                                                 
1995             22,938        39,949                            
</TABLE>                                                         
                                                                 
                                                                 
    Past performance is not predictive of future performance.    
                                                                 
                                                                 
                                                                 
                                                                 
                                                                 
                   FAIRMONT FUND AVERAGE ANNUAL TOTAL RETURN
                                                                 
<TABLE>
                           <C>            <C>                         
                            1 year         27.92%    
                                                      
                            5 year         20.51%    
                                                      
                            10 year         8.66%     
                                                                 
</TABLE>


<PAGE>   3
                          INDEPENDENT AUDITOR'S REPORT


To the Shareholders and
Board of Directors:
Fairmont Fund

We have audited the accompanying statement of assets and liabilities of
Fairmont Fund, including the schedule of investments, as of December 31, 1995,
and the related statements of operations for the year then ended, the statement
of changes in net assets for each of the two years in the period then ended,
and the financial highlights for each of the five years in the period 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
audits.

We conducted our audits 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 materials 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 as of December 31, 1995, by correspondence with the custodian and brokers
and the application of alternative auditing procedures where confirmations from
brokers were not received.  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
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Fairmont Fund as of December 31, 1995, the results of its operations for the
year then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years in
the period then ended, in conformity with generally accepted accounting
principles.


/s/
McCurdy & Associates CPA's, Inc.
Westlake, Ohio  44145
January 16, 1996


<PAGE>   4
                              FINANCIAL STATEMENTS

The Fairmont Fund
Statement of Assets and Liabilities
December 31, 1995

<TABLE>
<S>                                                   <C>            <C>
ASSETS
INVESTMENTS IN SECURITIES, At Value (Note 2)
 Common stocks (Cost $23,492,129)                     $27,735,586
 Bank repurchase agreement                                674,000
                                                      -----------
  Total investments in securities                                    $28,409,586

CASH                                                                       1,495

RECEIVABLES
 Investment securities sold                             2,200,449
 Dividends                                                 13,900
 Interest                                                     298
                                                      -----------
  Total receivables                                                    2,214,647
                                                                     -----------
   Total assets                                                       30,625,728

LIABILITIES
PAYABLES
 Investment securities purchased                      $ 2,250,178
 Distributions to shareholders (Note 4)                   141,060
 Management fee (Note 3)                                   39,769
 Shares redeemed                                            3,140
 Other                                                        580
                                                      -----------
  Total liabilities                                                    2,434,727
                                                                     -----------
NET ASSETS                                                           $28,191,001


NET ASSETS CONSIST OF
 Capital stock (1,043,270 shares outstanding) (Note 8)               $24,505,746
 Accumulated net realized losses on investments (Note 6)               ( 558,202)
 Net unrealized appreciation on investments (Note 5)                   4,243,457
                                                                     -----------
NET ASSETS                                                           $28,191,001


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE
 ($28,191,001 divided by 1,043,270 shares)                           $     27.02
</TABLE>


<PAGE>   5
The Fairmont Fund
Statement of Operations
Year Ended December 31, 1995

<TABLE>
<S>                                                                 <C>
INVESTMENT INCOME (Note 2)

 Dividends                                                          $   220,482
 Interest                                                                51,438
 Other                                                                   13,750
                                                                    -----------
  Total investment income                                               285,670

EXPENSES
 Management fee (Note 3)                                                421,935
                                                                    -----------
   Net investment loss                                                 (136,265)


NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS (Note 2)

 Net realized gains from investment transactions                      3,460,455

 Net change in unrealized appreciation on investments                 2,774,041

  Net realized and unrealized gains on investments                    6,234,496
                                                                    -----------
   Net increase in net assets resulting from operations             $ 6,098,231
</TABLE>


<PAGE>   6
The Fairmont Fund
Statement of Changes in Net Assets
Years Ended December 31, 1995 and December 31, 1994

<TABLE>
<CAPTION>
                                            1995                     1994
<S>                                     <C>                       <C>
FROM OPERATIONS

 Net investment loss                    $  (136,265)              $  (168,798)
 Net realized gains on investments        3,460,455                 3,196,379
 Net change in unrealized
  appreciation on investments             2,774,041                (1,742,141)

 Net increase in net assets
  resulting from operations               6,098,231                 1,285,440


DISTRIBUTIONS TO SHAREHOLDERS (Note 4)

 Distributions from net realized
 gains on investments                    (3,458,598)                        0
</TABLE>

<TABLE>
<CAPTION>
FROM CAPITAL SHARE
TRANSACTIONS (Note 8)           Shares                   Shares
<S>                           <C>        <C>           <C>        <C>
 Proceeds from sale of
 shares                        106,454     2,870,723    278,757     6,824,928

 Shares issued in reinvest
 ment of distributions         122,781     3,317,538          0             0

 Payments for shares
 redeemed                     (108,307)   (2,831,640)  (198,262)   (4,799,611)

 Net increase or decrease
 in net assets from capital
 share transactions            120,928     3,356,621     80,495     2,025,317

  Net increase in net assets               5,996,254                3,310,757

NET ASSETS

 Beginning of year                        22,194,747               18,883,990

 End of period                           $28,191,001              $22,194,747
</TABLE>


<PAGE>   7
Schedule of Investments
December 31, 1995

<TABLE>
<CAPTION>
Investments in Securities
Common Stocks (Shares)                                    Value         Percent
<S>                                                    <C>              <C>
Automobile Insurance
   50,000  Integon Corporation                         $1,031,250         3.66%

Banking
   55,000  Center Financial Corporation                   962,500
   20,000  Imperial Bancorp (a)                           480,000
   70,000  North Fork Bancorporation, Inc.              1,767,500
   75,000  Riggs National Corporation (a)                 975,000
   75,000  UST Corporation                              1,087,500
                                                        5,272,500        18.70
Business Services
  125,000  Butler International, Inc. (a)                 671,875
  100,000  Employee Solutions, Inc. (a)                 3,400,000
   30,000  Kelly Services, Inc. Class A                   832,500
                                                        4,904,375        17.40
Casualty Insurance
   65,000  USF&G Company                                1,096,875         3.89

Computer and Computer Equipment Manufacturers
  110,000  Gandalf Technologies, Inc. (a)               1,870,000
   10,000  Silicon Graphics, Inc. (a)                     275,000
  100,000  Tandem Computers, Inc. (a)                   1,062,500
                                                        3,207,500        11.38
Dental Products
   50,000  Sullivan Dental Products, Inc.                 475,000         1.69

Electrical Apparatus
   65,000  American Power Conversion Corp(a)              617,500         2.19

Electromedical Apparatus
  250,000  Imatron, Inc. (a)                              500,000         1.77

Grain Mill Products
   10,000  International Multifoods Corporation           201,250         0.71

Health Care Management
  100,000  Staff Builders, Inc. (a)                       293,750         1.04

Life Insurance
   65,000  John Alden Financial Corporation             1,356,875
   10,000  Life Re Corporation                            250,000
   55,000  Pioneer Financial Services, Inc.             1,017,500
                                                        2,624,375         9.31

Oil and Gas Exploration
   40,000  Oryx Energy Company (a)                        535,000         1.90

Paper Products
</TABLE>
<PAGE>   8
<TABLE>

<S>                                                    <C>                 <C> 
   10,000  Tambrands, Inc.                                477,500          1.69

Pharmaceuticals
  250,000  Pharmos Corporation (a)                        367,188
   18,750  Pharmos Corp Warrants Exp. 9/15/00(a)(b)         5,273
   30,000  Sandoz Ltd. ADR                              1,376,250
                                                        1,748,711          6.20
Savings Institutions
   25,000  Interwest Bancorp, Inc.                        509,375
   45,000  St. Paul Bancorp, Inc.                       1,147,500
                                                        1,656,875          5.88
Shoes
   55,000  Timberland Company (a)                       1,093,125          3.88

Transportation
  200,000  Greyhound Lines Inc. (a)                       862,500          3.06

Wholesale Groceries
   50,000  International Dairy Queen, Cl A (a)          1,137,500          4.04

Total Common Stocks (Cost $23,492,129)                 27,735,586         98.39

Bank Repurchase Agreement
With Star Bank NA of Cincinnati, issued 12/29/95
due 1/2/96, fully collateralized by Government
National Mortgage Association, 6.00% due 5/22/22
(Cost $674,000)                                           674,000          2.39

Total Investments (Cost $24,166,129)                   28,409,586        100.78

Other Assets Less Liabilities                            (218,585)        (0.78)

Net Assets                                            $28,191,001        100.00%

<FN>
(a)  Common stocks which did not declare a dividend in 1995.
(b) There are restrictions on these warrants which will limit The Fund's ability
    to convert them to stock until September 14, 1996.
</TABLE>
<PAGE>   9
The Fairmont Fund
Financial Highlights

(For a Share Outstanding Throughout Each Period)

<TABLE>
<CAPTION>
    Years Ended
                                 Dec        Dec        Dec        Dec        Dec
                                  31         31         31         31         31
                                 1995       1994       1993       1992       1991
<S>                            <C>         <C>        <C>         <C>        <C>
Net Asset Value,
 Beginning of Period           $ 24.06      22.43      19.41      17.02      12.17

Income From Investment
 Operations
Net Investment Income             (.08)      (.16)      (.14)      (.17)       .09
Net Gains or Losses on
 Securities (both realized
   and unrealized)                6.80       1.79       3.16       2.56       4.85
  Total From Investment
    Operations                    6.72       1.63       3.02       2.39       4.94

 Less Distributions
 Dividends (from net
   investment income)              .00        .00        .00        .00        .09
 Distributions (from
   capital gains)                 3.76        .00        .00        .00        .00
 Returns of Capital                .00        .00        .00        .00        .00
  Total Distributions             3.76        .00        .00        .00        .09

Net Asset Value, End
  of Period                    $ 27.02      24.06      22.43      19.41      17.02

Total Return                     27.92%      7.27%     15.56%     14.04%     40.56%

Ratios/Supplemental Data
Net Assets, End of
  Period (in 000s)             $28,191     22,195     18,884     16,788     17,385
Ratio of Expenses to
  Average Net Assets              1.70%      1.74%      1.78%      1.79%      1.79%
Ratio of Net Income to
  Average Net Assets              (.55)%     (.79)%     (.66)%     (.85)%      .51%
Portfolio Turnover Rate           2.47       2.75       1.55       1.32       1.15
</TABLE>


<PAGE>   10
The Fairmont Fund
Notes to Financial Statements
December 31, 1995

(1) Organization

 The Fairmont Fund (The Fund) is a no-load, diversified series of The Fairmont
Fund Trust (The Trust), which is a Kentucky Business Trust and an open-end
investment company registered under the Investment Company Act of 1940.  The
Fund was established under a declaration of trust dated December 29, 1980 and
began offering its shares publicly on September 2, 1981.


(2) Summary of Significant Accounting Policies

 (a) Valuation of Investment Securities - Purchases and sales of securities are
recorded on a trade date basis.  Portfolio securities which are traded on stock
exchanges or in the over-the-counter markets are valued at the last sale price
as of 4:00 P.M.  Eastern time on the day the securities are being valued or,
lacking any sales, at the mean between the closing bid and asked prices.  Fixed
income securities are valued by using market quotations, or independent pricing
services which use prices provided by market makers or estimates of market
values obtained from yield data relating to instruments or securities with
similar characteristics.  Securities and other assets for which market
quotations are not readily available are valued at fair value as determined in
good faith by or under the direction of the Board of Trustees.  Dividend income
is recorded on the ex-dividend date and interest income is recorded on the
accrual basis.

 (b) Gains and Losses on Investment Securities - Gains and losses from sales of
investments are calculated on the "identified cost" method.  Upon disposition
of a portion of the investment in a particular security, it is The Fund's
general practice to first select for sale those securities which qualify for
long-term capital gain or loss treatment for tax purposes.

 (c) Repurchase Agreements - The Fund may acquire repurchase agreements from
banks or security dealers (the Seller) which the Board of Trustees and the
Adviser have determined creditworthy.  The Seller of the repurchase agreement
is required to maintain the value of collateral at not less than the repurchase
price, including accrued interest.  Securities pledged as collateral for
repurchase agreements are held by The Fund's custodian in the Federal
Reserve/Treasury book-entry system.

 (d) Capital Shares - The Fund records purchases of its capital shares at the
daily net asset value next determined after receipt of a shareholder's check or
wire and application in proper form.  Redemptions are recorded at the net asset
value next determined following receipt of a shareholder's written request in
proper form.


<PAGE>   11
(3) Investment Advisory Agreement, Commissions and Related Party Transactions

 The Investment Advisory Agreement (the Agreement) provides that The Sachs
Company (the Adviser) will pay all of The Trust's operating expenses, including
fees to disinterested trustees, but excluding brokerage fees and commissions,
taxes, interest and extraordinary expenses. The Adviser also pays The Fund's
officers' salaries.  Under the terms of the Agreement, The Fund pays the
Adviser a fee at the rate of 2% of the first $10,000,000 of average daily net
assets, 1-1/2% of the next $20,000,000, and 1% of the average daily net assets
over $30,000,000.  The management fee is accrued daily and paid monthly.  The
Adviser received management fees of $421,935 for the year ended December 31,
1995.

 Morton H. Sachs, a trustee of The Fund, is the president and sole shareholder
of the Adviser. The Adviser, as a registered broker-dealer of securities,
effected substantially all of the investment portfolio transactions for The
Fund.  For this service the Adviser received commissions of $393,234 for the
year ended December 31, 1995.

 Certain officers and/or Trustees of The Fund are officers of the Adviser.

(4) Distributions to Shareholders

The following is a summary of distributions to shareholders for the year ended
December 31, 1995. No distributions were declared for the year ended December
31, 1994.

<TABLE>
<CAPTION>
 Period      Date         Paid                                   Per Share
 Ended      Declared     In Cash     Reinvested    Total          Amount
<S>         <C>          <C>         <C>           <C>           <C>
12/31/95    12/29/95     $141,060    $3,317,538    $3,458,598      $3.76
</TABLE>

(5)  Investments

For the year ended December 31, 1995, the cost of purchases and proceeds from
sales of investments, other than temporary cash investments, were $60,325,933
and $59,103,278, respectively.

Following is information regarding unrealized appreciation (depreciation) and
aggregate cost of securities based upon federal income tax cost at December 31,
1995:
<TABLE>
<S>                                                <C>
   Tax Cost
Aggregate gross unrealized appreciation for
 all securities with value in excess of cost       $ 4,965,190

Aggregate gross unrealized depreciation for
 all securities with cost in excess of value        (1,279,935)  
</TABLE>
<PAGE>   12
<TABLE>
<S>                                                <C>  
Net unrealized appreciation                        $ 3,685,255

Aggregate cost of securities                       $24,050,331
</TABLE>

(6) Income Taxes

It is The Fund's policy to comply with the special provisions of the Internal
Revenue Code available to investment companies and, in the manner provided
therein, to distribute substantially all of its income to shareholders.
Therefore no tax provision is required.  The accumulated net realized loss is
due only to temporary timing differences caused by wash sales and does not
represent a capital loss carryforward for income tax purposes.

(7) There are no reportable financial instruments which have any off-balance
    sheet risk as of December 31, 1995.

(8) At December 31, 1995 an indefinite number of capital shares (no par value)
were authorized, and paid-in capital amounted to $24,505,746.  Transactions in
capital shares were as follows:

<TABLE>
           <S>                           <C>
           Shares sold                     229,235
           Shares redeemed                (108,307)
           Net increase                    120,928
           Shares outstanding:
           Beginning of period             922,342
           Ending of period              1,043,270
</TABLE>

(9) In accordance with SOP 93-2, The Fund has recorded a reclassification in
the capital accounts. As of December 31, 1995, The Fund recorded permanent
book/tax differences of $(136,265) from undistributed net investment income to
paid in capital. This reclassification has no impact on the net asset value of
The Fund and is designed generally to present undistributed income and realized
gains on a tax basis which is considered to be more informative to the
shareholder.





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