FIDUCIARY
MANAGEMENT
ASSOCIATES -
GROWTH PORTFOLIO
500 PLAZA DRIVE, SECAUCUS, NJ 07094, (201) 319-4000
SEMI-ANNUAL REPORT
MARCH 31, 1996
(UNAUDITED)
LETTER TO SHAREHOLDERS FIDUCIARY MANAGEMENT ASSOCIATES - GROWTH PORTFOLIO
_______________________________________________________________________________
May 3, 1996
Dear Shareholder:
It's been a period of strong gains in global financial markets, and as shown in
the table below Fiduciary Management Associates - Growth Portfolio enjoyed
extraordinary returns in both the six- and twelve-month periods ended March 31,
1996. For comparison we've shown the performance for the S&P 500-stock Index, a
common measure of stock market performance in the U.S., and for the Russell
2000, which measures the performance of the smallest 2,000 stocks on the New
York and American stock exchanges. Both of these benchmarks are unmanaged.
TOTAL RETURN
PERIODS ENDED MARCH 31, 1996
SIX MONTHS TWELVE MONTHS
---------- -------------
FMA - GROWTH PORTFOLIO +30.56% +63.96%
S&P 500 +11.68% +32.00%
RUSSELL 2000 +7.41% +29.09%
SIX MONTHS IN REVIEW
During the past six months the Portfolio benefited tremendously from several
factors. In July 1995, we reduced the Portfolio's technology weighting from 28%
of net assets to 8% because of the premium valuations being given to technology
stocks. This represented an underweighting in the sector relative to the 14-15%
included in the Russell 2000 Index. (Technology holdings have subsequently
moved back up to about 22%.) The Portfolio's overweight position in energy
stocks, at about 9% of the assets also contributed to strong performance as
these stocks continued to outperform the broad equity market (this sector
generally has not received a lot of attention for several years and is finally
getting noticed). Within the sector, the Portfolio's holdings in offshore
drilling companies performed particularly well. There is a worldwide shortage
of offshore drilling rigs and the day rates for oil and gas drilling are up
over 100% year over year for companies such as Diamond Offshore Drilling,
Global Marine and Rowan Companies.
The Portfolio also benefited from a 5% overweight position in airline stocks
that we initiated during the fall of 1995 with purchases of U.S. Air, Alaska
Airlines and AmericaWest. Calendar 1995 was the first profitable year for the
airline industry in many years and we believe 1996 will be the second year of a
multi-year secular cycle for the industry. Unlike past airline cycles, these
companies are taking their cash flow and paying down debt and restructuring
their balance sheets. With increasing demand outpacing capacity growth, this
allows for tremendous pricing power and higher yields. In prior airline cycles
the operators used profits to buy more planes and increase capacity to maximize
revenue growth, which in retrospect proved to be a costly mistake.
The Portfolio's retail holdings continued to perform well as investors' fears
of recession faded. Holdings in Nine West, Bed Bath & Beyond, Nautica and Gucci
performed quite well. Next, the Portfolio's cellular stocks continued to
appreciate; Millicom International, the world's largest provider of cellular
coverage in lesser developed countries, was up sharply and its subscriber
growth continues to exceed 100% on a year over year basis. We've had the
Portfolio underweighted in financial stocks, technology stocks, and cyclical
stocks for the entire reporting period.
MARKET ENVIRONMENT AND OUTLOOK
The market continues to benefit from modest economic growth and modest
inflation. As a result, the companies that are reporting better than average
earnings are gaining attention in the marketplace which has consequently driven
market valuations higher.
Looking forward, we still have a positive outlook for the U.S. economy and
equity market. However, an increase in interest rates would put some pressure
on price earnings multiples which means that stocks with higher multiples could
become vulnerable. As a result, we continue to focus on the underlying earnings
of each company and to avoid unnecessary risk with regard to price earnings
multiples.
1
FIDUCIARY MANAGEMENT ASSOCIATES - GROWTH PORTFOLIO
_______________________________________________________________________________
We remain enthusiastic about the growth potential of small capitalization
stocks. After underperforming large cap stocks in both 1994 and 1995, small cap
stocks have outperformed large cap stocks so far this year, and it looks as
though this could be the beginning of a multi-year cycle for small cap
investing.
Thank you for your continued interest in FMA-Growth Portfolio. We look forward
to reporting to you again on market activity and the Portfolio's investment
results later in the year.
Sincerely,
Alden M. Stewart
President
Randall E. Haase
Vice President and Portfolio Manager
2
TEN LARGEST HOLDINGS
MARCH 31, 1996 (UNAUDITED) FIDUCIARY MANAGEMENT ASSOCIATES - GROWTH PORTFOLIO
_______________________________________________________________________________
COMPANY VALUE PERCENT OF NET ASSETS
- -------------------------------------------------------------------------------
Healthsouth Corp. $ 5,729,918 3.7%
Healthwise of America, Inc. 4,758,075 3.0
Telephone and Data Systems, Inc. 4,708,250 3.0
Nine West Group, Inc. 4,420,150 2.8
Office Max, Inc. 4,156,450 2.6
Millicom International Cellular, S.A. 3,944,400 2.5
USA Waste Services, Inc. 3,549,600 2.3
Physio-Control International Corp. 2,936,000 1.9
Alaska Air Group, Inc. 2,870,275 1.8
Arethusa, Ltd. 2,806,825 1.8
$39,879,943 25.4%
3
PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED) FIDUCIARY MANAGEMENT ASSOCIATES - GROWTH PORTFOLIO
_______________________________________________________________________________
COMPANY SHARES VALUE
- ------------------------------------------------------------------------
COMMON STOCKS AND OTHER INVESTMENTS-90.9%
CONSUMER PRODUCTS & SERVICES-27.2%
AIRLINES-4.8%
Alaska Air Group, Inc.* 107,300 $ 2,870,275
America West Airlines, Inc.* 101,200 2,163,150
USAir Group, Inc.* 135,400 2,471,050
-----------
7,504,475
APPAREL-4.0%
Gucci Group N.V.*(a) 34,400 1,651,200
Jones Apparel Group, Inc.* 23,500 1,139,750
Nautica Enterprises, Inc.* 39,925 1,906,419
Tommy Hilfiger Corp.* 34,300 1,573,512
-----------
6,270,881
BROADCASTING & CABLE-2.3%
American Radio Systems Corp.* 22,600 762,750
Cablevision Systems Corp. Cl.A* 15,000 862,500
Infinity Broadcasting Corp. Cl.A* 44,200 1,917,175
-----------
3,542,425
ENTERTAINMENT & LEISURE-1.0%
Heritage Media Corp.* 29,400 1,054,725
Penske Motorsports, Inc.* 13,900 517,775
-----------
1,572,500
RESTAURANTS & LODGING-3.6%
Extended Stay America, Inc.* 33,600 747,600
Host Marriott Corp.* 200,000 2,700,000
La Quinta Inns, Inc. 77,100 2,264,812
-----------
5,712,412
RETAILING-9.3%
Bed Bath & Beyond, Inc.* 27,300 1,440,075
Charming Shoppes, Inc.* 131,700 679,078
Industrie Natuzzi S.p.A. (ADR)*(b) 46,300 2,517,563
Nine West Group, Inc.* 102,200 4,420,150
Office Max, Inc.* 171,400 4,156,450
Williams-Sonoma, Inc.* 57,600 1,310,400
-----------
14,523,716
OTHER-2.2%
Loewen Group, Inc. 69,000 2,018,250
Stewart Enterprises, Inc. 35,400 1,513,350
-----------
3,531,600
-----------
42,658,009
TECHNOLOGY-22.7%
COMMUNICATIONS EQUIPMENT-2.0%
Ascend Communications, Inc* 17,000 915,875
Cascade Communications Corp.* 13,250 1,189,188
Intelcom Group, Inc.* 58,500 1,038,375
-----------
3,143,438
COMPUTER PERIPHERALS-0.9%
Western Digital Corp.* 52,900 1,018,325
Xircom, Inc.* 26,400 366,300
-----------
1,384,625
COMPUTER SOFTWARE & SERVICES-8.5%
Cadence Design Systems, Inc.* 26,950 1,189,169
Cambridge Technology Partners, Inc.* 1,800 102,825
DST Systems, Inc.* 36,400 1,114,750
Exabyte Corp.* 116,500 1,900,406
Hyperion Software Corp.* 58,400 1,270,200
Informix Corp.* 67,500 1,780,312
Integrated Systems, Inc.* 23,200 1,119,400
Intersolv, Inc.* 66,400 771,900
Sierra On-Line, Inc.* 3,800 127,775
Sterling Software, Inc.* 27,000 1,903,500
Storage Technology Corp.* 30,800 804,650
Wonderware Corp.* 52,200 1,226,700
-----------
13,311,587
4
FIDUCIARY MANAGEMENT ASSOCIATES - GROWTH PORTFOLIO
_______________________________________________________________________________
COMPANY SHARES VALUE
- ------------------------------------------------------------------------
ELECTRONICS-2.4%
BMC Industries, Inc. 46,500 $ 999,750
Cable Design Technologies Corp.* 22,200 815,850
Fore Systems, Inc.* 16,000 1,144,000
Kemet Corp.* 35,200 796,400
-----------
3,756,000
TELECOMMUNICATIONS-8.9%
Andrew Corp.* 29,800 1,139,850
Millicom International Cellular, S.A.* 91,200 3,944,400
Telephone and Data Systems, Inc. 101,800 4,708,250
Tellabs, Inc.* 20,200 977,175
United States Cellular Corp.* 64,300 2,218,350
Vanguard Cellular Systems, Inc. Cl.A* 52,900 1,058,000
-----------
14,046,025
-----------
35,641,675
HEALTH CARE-14.2%
BIOTECHNOLOGY-3.9%
Centocor, Inc.* 38,500 1,390,812
Medimmune, Inc.* 39,800 626,850
Neurex Corp.* 59,500 1,234,625
Physio-Control International Corp.* 146,800 2,936,000
-----------
6,188,287
DRUGS, HOSPITAL SUPPLIES & MEDICAL SERVICES-10.3%
GelTex Pharmaceuticals, Inc.* 46,400 997,600
Healthsouth Corp.* 168,527 5,729,918
Healthwise of America, Inc.* 119,700 4,758,075
National Surgery Centers, Inc.* 42,100 1,357,725
Summit Technology, Inc.* 38,550 910,744
Veterinary Centers of America, Inc.* 88,900 2,400,300
-----------
16,154,362
-----------
22,342,649
BASIC INDUSTRIES-11.3%
AIR FREIGHT-0.7%
Pittston Brink's Group 41,400 1,107,450
CHEMICALS-0.7%
Cytec Industries, Inc.* 13,300 1,123,850
ENVIRONMENTAL CONTROL-3.4%
United Waste Systems, Inc.* 36,700 1,835,000
USA Waste Services, Inc.* 139,200 3,549,600
-----------
5,384,600
MACHINERY-1.2%
JLG Industries, Inc. 41,800 1,912,350
METAL HARDWARE-2.5%
Alumax, Inc.* 43,500 1,538,812
Century Aluminum Co.* 90,700 1,235,788
Kaiser Aluminum Corp.* 73,200 1,125,450
-----------
3,900,050
SURFACE TRANSPORTATION & SHIPPING-2.8%
Wisconsin Central Transport Corp.* 26,300 1,748,950
Xtra Corp. 56,000 2,618,000
-----------
4,366,950
-----------
17,795,250
ENERGY-9.5%
OIL & GAS SERVICES-9.5%
Arethusa, Ltd. 74,600 2,806,825
Diamond Offshore Drilling, Inc.* 53,700 2,302,387
Diamond Shamrock, Inc. 69,700 2,265,250
Global Marine, Inc.* 139,600 1,396,000
Noble Drilling Corp.* 170,000 2,103,750
5
PORTFOLIO OF INVESTMENTS
(CONTINUED) FIDUCIARY MANAGEMENT ASSOCIATES - GROWTH PORTFOLIO
_______________________________________________________________________________
COMPANY SHARES VALUE
- ------------------------------------------------------------------------
Reading & Bates Corp.* 72,500 $ 1,431,875
Rowan Cos., Inc.* 205,100 2,615,025
-----------
14,921,112
FINANCIAL SERVICES-5.5%
FINANCE-2.3%
Money Store, Inc. 62,700 1,747,763
Onyx Acceptance Corp.* 53,000 742,000
Oxford Resources Corp.* 42,300 1,184,400
-----------
3,674,163
INSURANCE-3.2%
Guaranty National Corp. 27,800 458,700
National Re Corp. 36,300 1,225,125
Riscorp, Inc.* 64,100 1,217,900
Roosevelt Financial Group, Inc. 13,100 242,350
Twentieth Century Industries, Inc.* 106,800 1,788,900
-----------
4,932,975
-----------
8,607,138
RESTRICTED SECURITIES & PRIVATE PLACEMENTS-0.5%
Menlo Ventures III, A Limited
Partnership*(c) 1,000,000 160,000
Oak Investment Partners III*(c) 2,000,000 430,000
Oscco II, A Limited Partnership*(c) 750,000 85,500
RCS II, A Limited Partnership*(c) 1,000,000 63,300
-----------
738,800
PRINCIPAL
AMOUNT
COMPANY (000) VALUE
- ------------------------------------------------------------------------
Total Common Stocks and Other Investments
(cost $109,204,678) $142,704,633
CORPORATE BONDS-0.5%
COMMUNICATION & EQUIPMENT-0.5%
Intelcom Group, Inc.(c)(d)
8.00%, 9/17/98
(cost $937,920) $ 954 817,578
SHORT-TERM DEBT SECURITIES-10.9%
Federal Home Loan Bank
5.25%, 4/01/96 13,000 13,000,000
Federal Home Loan Mortgage Corp.
5.14%, 4/03/96 4,000 3,998,858
Total Short-Term Debt Securities
(amortized cost $16,998,858) 16,998,858
TOTAL INVESTMENTS-102.3%
(cost $127,141,456) 160,521,069
Other assets less liabilities-(2.3%) (3,573,481)
NET ASSETS-100% $156,947,588
* Non-income producing security.
(a) Country of origin-Netherlands.
(b) Country of origin-Italy.
(c) Illiquid security, valued at fair value (see Notes A & D).
(d) Interest on this bond is paid-in-kind.
Glossary:
ADR - American Depository Receipt
See notes to financial statements.
6
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1996 (UNAUDITED)
FIDUCIARY MANAGEMENT ASSOCIATES - GROWTH PORTFOLIO
_______________________________________________________________________________
ASSETS
Investments in securities, at value (cost $127,141,456) $160,521,069
Cash 238,976
Receivable for investment securities sold 2,919,500
Interest and dividends receivable 18,502
Total assets 163,698,047
LIABILITIES
Payable for investment securities purchased 6,358,057
Advisory fee payable 293,403
Accrued expenses 98,999
Total liabilities 6,750,459
NET ASSETS $156,947,588
COMPOSITION OF NET ASSETS
Shares of beneficial interest, at par $ 43,479
Additional paid-in capital 102,253,287
Accumulated net investment loss (256,502)
Accumulated net realized gain 21,527,711
Net unrealized appreciation of investments 33,379,613
-------------
$156,947,588
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
(based on 4,347,900 shares of beneficial interest outstanding) $36.10
See notes to financial statements.
7
STATEMENT OF OPERATIONS
SIX MONTHS ENDED MARCH 31, 1996
(UNAUDITED)
FIDUCIARY MANAGEMENT ASSOCIATES - GROWTH PORTFOLIO
_______________________________________________________________________________
INVESTMENT INCOME
Interest $338,669
Dividends (net of foreign taxes withheld of $1,160) 135,800 $ 474,469
EXPENSES
Advisory fee 557,007
Administrative 59,205
Custodian 43,440
Audit and legal 28,445
Trustees' fees 16,390
Transfer agency 12,750
Printing 4,625
Registration 4,575
Miscellaneous 4,534
Total expenses 730,971
Net investment loss (256,502)
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investments 22,208,653
Net change in unrealized appreciation of investments 15,309,671
Net gain on investments 37,518,324
NET INCREASE IN NET ASSETS FROM OPERATIONS $37,261,822
STATEMENTS OF CHANGES IN NET ASSETS
_______________________________________________________________________________
SIX MONTHS ENDED
MARCH 31,1996 YEAR ENDED
(UNAUDITED) SEP. 30,1995
------------- -------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss $ (256,502) $ (281,092)
Net realized gain on investments 22,208,653 20,853,916
Net change in unrealized appreciation of
investments 15,309,671 9,662,236
Net increase in net assets from operations 37,261,822 30,235,060
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net realized gain on investments (21,476,504) (15,581,382)
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
Net increase 13,027,352 7,046,188
Total increase 28,812,670 21,699,866
NET ASSETS
Beginning of year 128,134,918 106,435,052
End of period $156,947,588 $128,134,918
See notes to financial statements.
8
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996 (UNAUDITED)
FIDUCIARY MANAGEMENT ASSOCIATES - GROWTH PORTFOLIO
_______________________________________________________________________________
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Fiduciary Management Associates - Growth Portfolio (the "Fund") which is a
Massachusetts business trust, is registered under the Investment Company Act of
1940, as a diversified, open-end management investment company. The following
is a summary of significant accounting policies followed by the Fund.
1. SECURITY VALUATION
Portfolio securities traded on national securities exchanges are valued at the
last reported sales price, or, if no sale occurred, at the mean of the bid and
ask price at the regular close of the New York Stock Exchange. Over-the-counter
securities not traded on national securities exchanges are valued at the mean
of the closing bid and asked price. Securities which mature in 60 days or less
are valued at amortized cost which approximates market value. Securities for
which current market quotations are not readily available (including
investments which are subject to limitations as to their sale) are valued at
their fair value as determined in good faith by the Board of Trustees. In
determining fair value, consideration is given to cost, operating, and other
financial data.
2. TAXES
It is the Fund's policy to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
investment company taxable income and net realized gains, if any, to
shareholders. Therefore, no provisions for federal income or excise taxes are
required.
3. INVESTMENT INCOME AND SECURITY TRANSACTIONS
Dividend income is recorded on the ex-dividend date. Interest income is accrued
daily. Security transactions are accounted for on the date securities are
purchased or sold. Security gains and losses are determined on the identified
cost basis.
4. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend
date and are determined in accordance with income tax regulations.
NOTE B: ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
Under the terms of an investment advisory agreement, the Fund pays Alliance
Capital Management L.P. (the "Adviser"), an advisory fee at a quarterly rate
equal to .1875 of 1% (approximately .75 of 1% on an annual basis) of the net
assets of the Fund valued on the last business day of the previous quarter. The
Adviser has agreed, under the terms of the Investment Advisory Agreement, to
reimburse the Fund to the extent that its aggregate expenses (excluding
interest, taxes, brokerage and extraordinary expenses) exceed the limits
prescribed by any state in which the Fund's shares are qualified for sale. The
Fund believes that the most restrictive expense limitation imposed by any state
is 2.5% of the first $30 million of its average daily net assets, 2% of the
next $70 million of its average daily net assets and 1.5% of its average daily
net assets in excess of $100 million. No reimbursement was required for the six
months ended March 31, 1996. Pursuant to the advisory agreement, the Fund paid
$59,205 to the Adviser representing the cost of certain legal and accounting
services provided to the Fund by the Adviser for the six months ended March 31,
1996.
The Fund compensates Alliance Fund Services, Inc. (a wholly-owned subsidiary of
the Adviser) for providing personnel and facilities to perform transfer agency
services for the Fund. Such compensation amounted to $9,150 for the six months
ended March 31, 1996.
Brokerage commissions paid on securities transactions for the six months ended
March 31, 1996 amounted to $260,705, none of which was paid to affiliated
brokers.
9
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
FIDUCIARY MANAGEMENT ASSOCIATES - GROWTH PORTFOLIO
_______________________________________________________________________________
NOTE C: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term investments)
aggregated $114,995,322 and $124,981,893, respectively, for the six months
ended March 31, 1996. At March 31, 1996, the cost of securities for federal
income tax purposes was $127,305,516. Accordingly, gross unrealized
appreciation of investments was $36,106,485 and gross unrealized depreciation
of investments was $2,890,932 resulting in net unrealized appreciation of
$33,215,553.
NOTE D: ILLIQUID SECURITIES
DATE
ACQUIRED COST VALUE
-------- ---------- ----------
Intelcom Group, Inc., 8%, 9/17/98 9/16/93 $ 937,920 $ 817,578
Menlo Ventures III, A Limited Partnership 7/28/83 401,747 160,000
Oak Investment Partners III 9/28/83 1,510,517 430,000
Oscco II, A Limited Partnership 2/16/84 663,779 85,500
RCS II, A Limited Partnership 12/29/82 147,462 63,300
---------- ----------
$3,661,425 $1,556,378
The securities shown above are restricted as to sale and have been valued at
fair value in accordance with procedures described in Note A.
The value of these securities at March 31, 1996 represents 1.0% of net assets.
NOTE E: SHARES OF BENEFICIAL INTEREST
There is an unlimited number of $0.01 par value shares of beneficial interest
authorized. Transactions in shares were as follows:
SHARES AMOUNT
-------------------------- ------------------------------
SIX MONTHS ENDED YEAR ENDED SIX MONTHS ENDED YEAR ENDED
MARCH 31,1996 SEP. 30, MARCH 31,1996 SEP. 30,
(UNAUDITED) 1995 (UNAUDITED) 1995
------------- ----------- -------------- -------------
Shares sold 6,000 673,646 $ 189,475 $15,835,914
Shares issued in
reinvestment of
distributions 736,943 -0- 21,430,299 -0-
Shares redeemed (290,275) (332,821) (8,592,422) (8,789,726)
Net increase 452,668 340,825 $13,027,352 $ 7,046,188
10
FINANCIAL HIGHLIGHTS FIDUCIARY MANAGEMENT ASSOCIATES - GROWTH PORTFOLIO
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
PERIOD
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED SEPTEMBER 30,
MARCH 31,1996 ----------------------------------------------------------
(UNAUDITED) 1995 1994 1993 1992 1991
------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $32.90 $29.94 $31.29 $27.41 $30.93 $23.09
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (.06) (.07) (.20) (.10) (.07) .07
Net realized and unrealized gain (loss)
on investments 8.77 7.51 (.93) 7.29 (2.24) 8.28
Net increase (decrease) in net asset
value from operations 8.71 7.44 (1.13) 7.19 (2.31) 8.35
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income -0- -0- -0- -0- (.07) (.10)
Distributions from net realized gains (5.51) (4.48) (.22) (3.31) (1.14) (.41)
Total dividends and distributions (5.51) (4.48) (.22) (3.31) (1.21) (.51)
Net asset value, end of period $36.10 $32.90 $29.94 $31.29 $27.41 $30.93
TOTAL RETURN
Total investment return based on
net asset value (a) 30.56% 30.94% (3.63)% 27.79% (7.52)% 37.03%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $156,948 $128,135 $106,435 $138,932 $129,188 $182,538
Ratio of expenses to average net assets 1.07%(b) 1.11% .98% .97% .92% .96%
Ratio of net investment income (loss)
to average net assets (.38)%(b) (.26)% (.42)% (.31)% (.19)% .25%
Portfolio turnover rate 91% 159% 116% 100% 122% 102%
Average commission rate(c) $.0604 $-0- $-0- $-0- $-0- $-0-
</TABLE>
(a) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period.
(B) Annualized.
(C) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades on which
commissions are charged.
11
FIDUCIARY MANAGEMENT ASSOCIATES - GROWTH PORTFOLIO
_______________________________________________________________________________
BOARD OF TRUSTEES
JOHN D. CARIFA, CHAIRMAN
RUTH BLOCK (1)
DAVID H. DIEVLER (1)
JOHN H. DOBKIN (1)
WILLIAM H. FOULK, JR. (1)
DR. JAMES M. HESTER (1)
CLIFFORD L. MICHEL (1)
DONALD J. ROBINSON (1)
OFFICERS
ALDEN M. STEWART, PRESIDENT
THOMAS BARDONG, VICE PRESIDENT
RANDALL E. HAASE, VICE PRESIDENT
DANIEL V. PANKER, VICE PRESIDENT
TIMOTHY D. RICE, VICE PRESIDENT
EDMUND P. BERGAN, JR., SECRETARY
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
VINCENT S. NOTO, CONTROLLER
CUSTODIAN
STATE STREET BANK & TRUST COMPANY
225 Franklin Street
Boston, MA 02110
DISTRIBUTOR
ALLIANCE FUND DISTRIBUTORS, INC.
1345 Avenue of the Americas
New York, NY 10105
LEGAL COUNSEL
SEWARD & KISSEL
One Battery Park Plaza
New York, NY 10004
TRANSFER AGENT
ALLIANCE FUND SERVICES, INC.
P.O. Box 1520
Secaucus, NJ 07096-1520
Toll-free 1-(800) 221-5672
INDEPENDENT AUDITORS
ERNST & YOUNG LLP
787 Seventh Avenue
New York, NY 10019
(1) Member of the Audit Committee.
12
