MATHERS FUND INC
N-30D, 1999-08-27
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MATHERS FUND, INC.
               100 Corporate North      Bannockburn, Illinois 60015
                    800-962-FUND        847-295-7400
                        [email protected]



     DIRECTORS
           TYLER R. CAIN
           CHARLES G. FREUND
           JON P. HEDRICH
           ROBERT E. KOHNEN
           ANNE E. MORRISSY
           ROBERT J. REYNOLDS
           JACK O. VANCE
           HENRY G. VAN DER EB


     OFFICERS
           HENRY G. VAN DER EB, CFA
           Chairman

           ROBERT J. REYNOLDS, CFA
           President

           ANNE E. MORRISSY, CFA
           Executive Vice President and Secretary

           LAWRENCE A. KENYON, CPA
           Senior Vice President and Chief Financial Officer

           EDITH L. COOK
           Vice President and Treasurer

           HEIDI M. STUBNER
           Vice President

     Investment Adviser
           MATHERS AND COMPANY, INC.
           Bannockburn, Illinois

     Custodian
           STATE STREET BANK AND TRUST CO.
           Boston, Massachusetts

     Transfer Agent
           DST SYSTEMS, INC.
           Kansas City, Missouri

     Counsel
           SIDLEY & AUSTIN
           Chicago, Illinois

     Auditors
           ARTHUR ANDERSEN LLP
           Chicago, Illinois


This report is submitted for the information of shareholders of the Fund. It is
not authorized for distribution to prospective investors unless preceded or
accompanied by a current prospectus.







(LOGO)


MATHERS
FUND




SEMI-ANNUAL
REPORT

1999



THE BUBBLE IN STOCKS: AN HISTORICAL PERSPECTIVE

CHART 1
[Contained here in paper format is a chart reflecting the Standard & Poors 500
stock index adjusted for inflation. The x-axis reflects the years from 1871
through 2000 and its Y-axis is on a logarithmic scale and extends from 15 to
250. The long-term least squares trend line from 1871 through June 1999 is also
on the chart. The chart was prepared by The Bank Credit Analyst. A hard copy is
available by calling Mathers Fund at 800-962-3863. The chart is a line chart
with monthly data and shows the extreme overvaluation (measured as the
divergence above the trend line) in the S&P 500 Index.

Also contained within the chart is a table of data as follows:
<TABLE>
<CAPTION>
<S>                        <C>                       <C>                        <C>

    S&P 500
1928 to 1999               Price/Book                Dividend Yield             P/E  Ratio
- ------------               ----------                --------------             ----------

Avg. of Five
  Major Bottoms                 0.9                          7.14               7.8

Long-term Average               1.9                          3.82               14.7

Avg. of Six
  Major Tops                    2.4                          2.94               20.2

Sept. 1929 Top                  3.6                          2.86               21.1

July '98 Top                    6.3                          1.35               30.0

Oct '98 Low                     5.1                          1.69               24.6

July '99 Top*                   7.5                          1.18               37.0


*Record Overvaluation]
</TABLE>

CHART 2
[Contained here in paper format is a chart reflecting the Stock Market
Capitalization as a Percentage of Nominal GDP. This chart was prepared for
Mathers Fund by Topline Investment Graphics, Boulder CO. A hard copy is
available by calling Mathers Fund at 800-962-3863. The line is the ratio of
stock market capitalization  divided by nominal GDP. The chart's x-axis
represents years, from 1926 through 2000 and its y-axis shows percentage points,
from 0 to 175. The average, since 1926, has been 51.5%. The high points (August
1929, 81.4%; November 1968, 77.8% and December 1972, 78.10%) were all followed
by severe bear markets. The current value is a record high, 157.8%.

Three smaller charts appear in a box inset in the main chart. Each of these
charts shows a parabolic price rise, a top and the following sharp decline. The
first of the three charts reflects gold prices from Jan 1978 at about $150,
through its peak in late 1979 at over $800, to its decline in February 1980 at
about $470. The second of the three charts reflects the price of the Tokyo
Nikkei stock index and begins in January 1985 at about 11,000 Yen, continues
through its peak in November 1989 near 39,000 Yen to its year-end 1992 level of
15,000 Yen. The last of the three charts shows the Dow Jones Industrial Average
from its 1925 level of 125, through the 1929 peak of around 375 to its year-end
1931 level of 80.]




- ------------------------------------------------------------------------

LETTER TO SHAREHOLDERS                               AUGUST 14, 1999
- --------------------------------------------------------------------------

Last autumn, the U.S. Federal Reserve bailed out a teetering global economy,
a collapsing U.S. stock market, and a prominent hedge fund, with three
successive reductions in U.S. interest rates. The spreading financial crises
were stopped, but the unintended consequence of the aggressive rate cuts was
a quick return to stock mania psychology, a revitalized stock market bubble
(Charts 1, 2 & 3), and rising residential real estate prices.

The rippling "wealth effect" from excessive stock and real estate valuations has
overstimulated U.S. consumer spending and pushed the savings rate below zero.
This has shifted the Fed's focus to an "inflation alert" with concerns over
labor shortages, rising wages, commodity inflation, and slowing productivity.
As a result, the FOMC raised short-term interest rates on June 30th to prevent
the inflation on Wall Street from moving to Main Street. Additional rate
increases are expected unless potential inflation is quickly defused by an
economic slowdown.

Mr. Greenspan is now center stage with the most difficult balancing act of his
career. By gradually raising interest rates, he is attempting to gently deflate
the largest stock market balloon in financial history in order to cool consumer
spending, slow the economy and prevent inflationary pressures from building.
Complicating this task is a burgeoning U.S. trade deficit, a weak dollar, and
Y2K uncertainties. Only twice this century has a central bank tried to restrain
stock market speculation that had become a national obsession. In both cases,
the U.S. in '29 and Japan in '89, interest rates were raised, stocks topped and
no one worried about inflation for a long time.

The S&P 500  topped  out  again in mid  July at  all-time  record  overvaluation
levels,  after posting a first half gain of 12.4%.  At the peak,  buyers paid an
astounding $85 for $1 of S&P 500 dividends and $37 for $1 of overstated earnings
versus 'bargains' of $35 and $21,  respectively,  at the September '29 pre-crash
top (table on Chart 1). At the same time,  the  Internet  stock  frenzy  induced
buyers to pay a ludicrous $141 for $1 of NASDAQ earnings, making the $28 pre-'87
Crash figure look cheap (Chart 4).

Over the last few years, the unprecedented divergence between the S&P 500's
earnings growth rate and other fundamentals has continued to widen. For example,
during the 3 1/2 year period from 12-31-95 to 6-30-99 the S&P 500 has increased
an amazing 7.3 times the percentage increase in reported earnings and 6.2 times
faster than operating earnings. The compound annual increase in reported
earnings for this 3 1/2 year period was 4.6% and 5.4% for operating earnings.
During this period the annual growth rate in earnings has actually been
decreasing. In fact, S&P 500 reported earnings for '98 declined 5.1% and
operating earnings were flat.

Clearly, a price to earnings ratio of 37 times is a very high price to pay for
mid-single digit earnings growth, even without dubious accounting practices
which overstate and artificially smooth out quarterly earnings reports. Straight
shooter Warren Buffett, in his March '99 annual letter to Berkshire Hathaway
shareholders, presents a revealing analysis that bluntly criticizes corporate
"earnings manipulation" techniques which are often "auditor blessed". SEC
Chairman Arthur Levitt wants "earnings management" stopped, stating, "Too many
corporate managers, auditors and analysts are participants in a game of winks
and nods." Most major corporations play the cynical game of "beating" Wall
Street's consensus quarterly earnings estimate by 1 cent and then watch CNBC
hype the stock by ballyhooing the number as "better than expected", while
downplaying the comparison with the prior year's comparable quarter.

At year-end '95, the yield on the 30 year U.S. Treasury bond was 6% vs. 6.1% now
and the yields on 2, 5 and 10 year U.S. Treasury notes are also currently higher
as well. Additionally, both stock dividend and earnings yields are at historic
lows relative to bond yields. The 'New Era' rationale that the S&P 500 has
zoomed up over the last 3 1/2 years due to strong earnings growth and declining
interest rates is not supported by these facts.

Historically, rising interest rates have preceded more bear markets than any
other factor and are now exerting significant pressure to narrow the record gap
between stock prices and fundamental value. The S&P 500's 1.2% dividend yield
and 2.7% earnings yield are no match for the Federal Reserve's tight money
policy. Reflecting just the first 1/4% rate hike, stocks plunged $1.3 trillion
in market value from July 16th to August 10th, compared to a total loss of $2.5
trillion during the entire global financial crises of '98. "Don't fight the
Fed."

There are numerous analytical approaches which can be used to quantify the
downside risk in today's stock market. The Federal Reserve's own internal stock
market valuation model, which uses the S&P 500 consensus forward estimate of
operating earnings divided by the 10 year U.S. Treasury note yield, put the S&P
500 at 50% overvalued on July 9th compared to 33% prior to the '87 Crash. Using
regression to the long term means and medians, for the various data series shown
in Charts 1, 2 & 5, gives an average downside projection of 64%, and a move to
historical undervaluation, a loss of 76%.

At the moment, there is great complacency regarding the analogy between the Fed
raising rates in August of '29 and the June '99 increase. However, in early
July, after a gain of 1.62% for the first half, the Fund's portfolio was changed
to primarily short term Treasury bills in order to assess the Fed's policy
shift. The following is a 9-1-29 quote from the New York Times: "One of the most
striking features of the present chapter in stock market history is the failure
of the trading community to take seriously the portents which once threw Wall
Street into a state of alarm." History tends to repeat when it is least
expected.

/s/ HENRY VAN DER EB
Chairman


CHART 3
[Contained here in paper format prepared by H.D. Brous & Co. A hard copy is
available by calling Mathers Fund at 800-962-3863. It is a bar chart reflecting
the ratio of annual stock trading volume in dollars to the total dollar value of
GDP from 1926 through (estimated) 1999. The average ratio for all of the years
in the period is approximately 23%. The ratio peaked at approximately 140% in
1929, indicating a stock trading mania. The ratio has been climbing rapidly for
the last 5 years and is now approximately 190%, exceeding any reading of this
ratio for the past 63 years.]

CHART 4
[Contained here in paper format is a chart prepared by Investech Research. A
hard copy is available by calling Mathers Fund at 800-962-3863. The chart is a
line chart depicting the price/earnings ratio of the Nasdaq index of 4800
domestic stocks from 1985 through 7/9/99. The y-axis shows P/E levels from 15 to
145 and the x-axis shows the years from 1986 to 1988. The peak prior to the 1987
stock market crash was under 30. The line began a parabolic rise in 1995 (the
start of the current stock market mania) and currently reads 141.3, an all time
high.]

CHART 5
[Contained here in paper format is a table prepared by The Leuthold Group.
The Table appears below:

                        BACK TO THE MEDIANS (1957 to Date)

<TABLE>
<CAPTION>
<S>                                       <C>             <C>              <C>

                                                          Historical       Gain/Loss
S&P 500                                    Now              Median         From Here
- --------                                   ---              ------         ---------

Normalized "Adjusted EPS" P/E                  33.4         17.3            -50
Non-Normalized Operating EPS P/E               29.3         15.9            -46
Return On Sales Norm EPS P/E                   33.3         15.9            -52
Dividend Yield                                  1.2%         3.4%           -64
Price To Book                                   5.7          2.0            -65
Price To Cash Flow                             18.6          8.8            -51
Price To Sales                                  2.2          0.8            -62


                                                                            Avg.-56%
</TABLE>


Normalized "Adjusted EPS" P/E
Five year arithmetically  averaged annual earnings
looking six months ahead and 54 months back
(12/94 - 12/99) (1957 to date data).

Non-Normalized Operating EPS P/E
Based on estimated  operating (not reported)  earnings
for the 12 months ending 12/99 (1957 to date data)

Return On Sales Norm EPS P/E
Based on five year arithmetically averaged return on
sales, multiplied by estimated sales for the 12 months
ending 6/30/97. (1955 to date data)]




SCHEDULE OF INVESTMENTS
June 30, 1999
(Unaudited)

- ----------------------------------------------------------------------


COMMON STOCKS


    Shares                                        Market Value


                  Fertilizer & Related Materials  0.7%
        31,900    Agrium Inc. ...................$    281,119
        24,000    IMC Gobal Inc. ................     423,000
                                                 ------------
                                                      704,119

                  Food  0.4%
        50,000    Chiquita Brands Int'l Inc. ....     450,000


                  Health Care  0.1%
        10,000    Omnicare Inc. .................     126,250


                  Paper & Forest Products  0.3%
         5,000    International Paper Co. .......     252,500


                  Retail - Drug Stores  0.2%
        10,000    Rite Aid Corp. ................     246,250


                  Telecommunications  6.3%
        65,000    AT&T Corp. ....................   3,627,812
        80,000    Qwest Communications Int'l * ..   2,645,000
                                                 ------------
                                                    6,272,812

                  Waste Management  0.3%
         5,000    Waste Management, Inc. * ...        268,750
                                               --------------

     Total Common Stocks (Cost $8,701,973) - 8.3%$  8,320,681



SHORT-TERM NOTES


       Par Value                                 Market Value


 $   3,454,000    State Street Bank Repurchase
                      Agreement, 4.00%, due 7-1-99 **
                      (Cost $3,454,000) - 3.4%..$    3,454,000
                                                --------------



U.S. TREASURIES


  $ 20,000,000    U.S. Treasury Notes, 5 1/2%
                     due 5-15-09 ...............$   19,556,250

    20,000,000    U.S. Treasury Notes, 5 1/4%
                     due 5-15-04................    19,662,500

    50,000,000    U.S. Treasury Bills
                     due 7-22-99 ...............    49,840,360
                                                --------------

 Total U.S. Treasuries
     (Amortized Cost $89,464,579) - 88.8%.......$   89,059,110
                                                --------------




 TOTAL INVESTMENTS (Cost $101,620,552)..........$  100,833,791


 OTHER ASSETS (Net)  - (0.5%) ..................      (539,194)


 TOTAL NET ASSETS - 100% .......................  $100,294,597
                                                  ============

* Non-Income Producing             ** Collateralized by a U.S. Treasury Bond




 BALANCE SHEET
 June 30, 1999
(Unaudited)


  ---------------------------------------------------------


ASSETS
INVESTMENTS AT MARKET VALUE

  Common Stocks (Cost $8,701,973).........  $     8,320,681
  U.S. Treasuries:
    Notes (Cost $39,624,219)..............       39,218,750
    Bills (Amortized Cost $49,840,360)....       49,840,360
  Repurchase Agreement (Cost $3,454,000)..        3,454,000
  TOTAL INVESTMENTS....................... $    100,833,791

CASH   ...................................              541

RECEIVABLES FOR

   Dividends and Accrued Interest.........          284,709
   Subscriptions to Capital Stock ........            5,903
                                          -------------------
   TOTAL RECEIVABLES......................$          290,612
                                             ----------------

TOTAL ASSETS.............................. $     101,124,944

LIABILITIES
PAYABLES FOR

  Investments Purchased................... $         647,800
  Redemptions of Capital Stock.............          108,715
  Accrued Expenses.........................           58,750
  Other                  ..................           15,082
                                                -----------------
TOTAL LIABILITIES .........................$         830,347
                                                  ---------------


CAPITAL
 Capital Stock, $1.00 par value;
      8,412,499 shares outstanding
      (100 million shares authorized)......$       8,412,499
  Paid-In Surplus..........................      131,084,812
  Accumulated Undistributed Net Investment
      Income...............................        2,198,947
  Accumulated Undistributed Net Realized
      Loss on Investments..................      (40,614,900)
  Net Unrealized Depreciation on Investments        (786,761)
TOTAL CAPITAL (NET ASSETS) ................$     100,294,597
TOTAL LIABILITIES AND CAPITAL..............$     101,124,944

  Net Asset Value (Capital) Per Share at
      June 30, 1999........................           $11.92
                                                      =======




STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1999
(Unaudited)



INVESTMENT INCOME
INCOME
    Interest..............................$   2,513,986
    Dividends.............................       30,061
                                          -------------
    GROSS INCOME..........................$   2,544,047
                                          -------------

EXPENSES
    Management Fee........................$     356,097

    Transfer Agent........................       76,585

    Legal and Auditing...................        75,607

    Other.................................       41,505

    Custodian.............................       19,001

    Registration..........................       12,121

    Printing..............................       11,159

    Taxes.................................        4,102
                                          -------------
    TOTAL EXPENSES........................$     596,177
                                          -------------

NET INVESTMENT INCOME.....................$  1 ,947,870
                                          -------------


REALIZED AND UNREALIZED GAINS/(LOSSES) ON
INVESTMENTS AND SECURITIES SOLD SHORT:

Net Realized Gain on Investments Sold.....$   1,191,468

Net Realized Loss on Securities Sold Short     (57,112)

Net Change in Unrealized Appreciation on
    Investments and Securities Sold Short.   (1,403,934)

Net Realized and Unrealized Loss on
    Investments and Securities Sold Short.     (269,578)

Net Increase in Net Assets Resulting from
    Operations............................$    1,678,292
                                          ==============


The accompanying Notes to Financial Statements are an integral part of these
statements.



STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
<TABLE>
<CAPTION>
<S>                                                                                  <C>                 <C>
                                                                                     June 30, 1999       Dec. 31, 1998
OPERATIONS
    Net Investment Income........................................................    $      1,947,870    $    5,579,805
    Net Realized Gain/(Loss) on Investments Sold ................................           1,191,468           (51,633)
    Net Realized Loss on Securities Sold Short...................................             (57,112)       (7,643,718)
    Net Change in Unrealized Appreciation .......................................          (1,403,934)       (4,390,362)
                                                                                     ----------------    --------------
      Net Increase/(Decrease) in Net Assets Resulting from Operations ...........           1,678,292        (6,505,908)
                                                                                      ----------------   --------------
DISTRIBUTIONS TO SHAREHOLDERS, Dividends from Net Investment Income .............                   0       ( 5,529,990)
                                                                                     -----------------   ---------------
CAPITAL STOCK ISSUED AND REDEEMED
    Net Proceeds from Sales of Shares, 196,178 and 920,644 shares, respectively .           2,321,623        11,377,820
    Net Proceeds from Dividend Reinvestment Plan, 0 and 423,392 shares, respectively                0         4,966,387
    Cost of Shares Redeemed, 1,036,123 and 2,686,199 shares, respectively........         (12,252,903)      (34,164,539)
                                                                                       ---------------   ---------------
      Decrease in Net Assets Derived from Capital Stock Transactions, (839,945) and
           (1,342,163) shares, respectively......................................          (9,931,280)      (17,820,332)
                                                                                        --------------    --------------
      Net Decrease in Net Assets.................................................          (8,252,988)      (29,856,230)
TOTAL NET ASSETS
    Beginning of Period..........................................................         108,547,585       138,403,815
                                                                                         -------------   --------------
    End of Period (including undistributed net investment income of $2,198,947 and
      $251,081 respectively) ....................................................        $100,294,597      $108,547,585
                                                                                         ============      ============
</TABLE>

The  accompanying  Notes  to  Financial  Statements  are  an
integral part of these statements.



NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------

1.  The Fund is registered under the Investment Company Act of 1940 as a
    diversified, open-end investment company. The investment objective is
    capital appreciation over the long term. The Fund may pursue its objective
    by investing in common stocks and other equity securities and by engaging in
    certain investment strategies designed to capitalize on potential declines
    in the prices of equity securities, such as short sales. The Fund may also
    invest all or any portion of its assets in fixed-income securities. The
    following is a summary of the significant accounting  policies of the Fund:
    (a)The Fund intends to distribute all taxable income to its shareholders and
       otherwise comply with the provisions of the Internal Revenue
       Code  applicable  to  regulated  investment  companies.   Therefore,  no
       provision  has been  made for  Federal  income  taxes  since the Fund has
       elected to be taxed as a regulated  investment company.  The Fund intends
       to utilize  provisions  of the Federal  income tax laws which allow it to
       carry a realized  capital loss forward to eight years  following the year
       of the loss and offset such losses against any future  realized gains. At
       December  31, 1998,  the Fund had total  capital  loss  carryforwards  of
       $41,755,252,   of  which   $11,658,398   expire  on  December  31,  2003,
       $22,226,886  expire  on  December  31,  2004,  and  $7,869,968  expire on
       December 31, 2006.
    (b)Common  stocks  traded on  securities  exchanges and stocks traded on the
       NASDAQ National Market are valued at the last sales price as of the close
       of the New York Stock  Exchange  on the day of  valuation.  Fixed  income
       securities  with a  maturity  of  greater  than 60 days are valued at the
       current bid price,  and those of 60 days or less are carried at amortized
       cost which approximates market value. Financial futures are valued at the
       settlement  price  established each day by the exchange on which they are
       traded.
    (c)During the six months ended June 30, 1999,  the Fund entered into S&P 500
       index  futures  contracts  to  hedge  against  possible  declines  of its
       portfolio  securities.  Risks of entering into futures  contracts include
       the possibility that changes in the value of the futures contract may not
       correlate  with changes in the value of the  portfolio  securities  being
       hedged. Upon entering into a futures contract, the Fund deposits with its
       custodian,  in a segregated account, a U.S. Treasury Bill to cover margin
       requirements.  Subsequent payments are made or received by the Fund equal
       to the daily change in the contract  value and are recorded as unrealized
       gains or losses.  The Fund  recognizes  a realized  gain or loss when the
       contract is closed or expires.
    (d)Realized  gains or losses are  determined on the specific  identification
       method.  Dividends associated with common stocks are recognized as income
       or  expense  on the  ex-dividend  date.  Dividends  to  shareholders  are
       recorded on the  declaration  date which  coincides with the  ex-dividend
       date.
    (e)The  preparation  of financial  statements in conformity  with  generally
       accepted accounting  principles requires management to make estimates and
       assumptions   that  affect  the  reported   amounts  in  these  financial
       statements. Actual results could be different.

2.   The Fund has an agreement dated May 1, 1988 with Mathers and Company, Inc.,
     of which certain officers and directors of the Fund are officers, directors
     and shareholders, to serve as its investment adviser and manager. Under the
     agreement,  the Fund  pays an annual  management  fee of 0.75% of the first
     $200,000,000  of the Fund's  average  monthly net assets plus 0.625% of any
     excess over $200,000,000 but not exceeding $500,000,000,  plus 0.50% of any
     excess over $500,000,000. The agreement also calls for Mathers and Company,
     Inc. to provide office facilities and bookkeeping services to the Fund. The
     adviser is required to  reimburse  the Fund to the extent  expenses,  other
     than taxes but including the management  fee, in any year exceed the sum of
     1 1/2% of the first  $30,000,000 of the Fund's  average  monthly net assets
     plus 1% of average monthly net assets in excess of $30,000,000.  An expense
     reimbursement of $41,301 was required in 1998.

3.  Cost  of  U.S.  Treasury  obligations  and of  other  investment  securities
    purchased during the six months ended June 30, 1999, amounted to $95,149,923
    and $76,808,848,  respectively.  Proceeds of U.S.  Treasury  obligations and
    other  investment  securities  sold or matured  during  the six months  were
    $109,540,047 and $71,944,408,  respectively.  The cost of investments is the
    same for financial  statement and Federal  income tax purposes.  At June 30,
    1999,  gross  unrealized  appreciation  on investments was $45,566 and gross
    unrealized depreciation on investments was $832,327.






  Comparative Long-Term Growth of a $1 Investment in Mathers Fund



                                                 Compound            6-30-99
                                               Annual Return       Value of
                                               From 8-19-65       $1 Invested
                                                To 6-30-99         8-19-65 *


MATHERS FUND.......................................11.40%           $38.76
Standard & Poor's 500..............................12.48             53.62
Value Line Composite................................7.62             12.02
Dow Jones Industrial Average.......................12.05             47.06
Long-Term U.S. Treasury Bonds.......................7.55             11.75

* Date of public offering
Income Dividends and Capital Gains Distributions Reinvested


                                             MATHERS FUND
                                             RANKED #1
                                            GROWTH FUND
                                            1 YEAR ENDED
                                              12-31-87
                                 Source: Lipper Analytical Services
                                  12-31-87 "Growth Fund" Category
                                       Consists of 236 Funds.


                                             MATHERS FUND
                                             RANKED #1
                                            GROWTH FUND
                                            1 YEAR ENDED
                                              6-30-88
                                 Source: Lipper Analytical Services
                                   6-30-88 "Growth Fund" Category
                                       Consists of 235 Funds.



                                             MATHERS FUND
                                             RANKED #1
                                            GROWTH FUND
                                            1 YEAR ENDED
                                              9-30-90
                                 Source: Lipper Analytical Services
                                   9-30-90 "Growth Fund" Category
                                       Consists of 257 Funds.






<TABLE>
<CAPTION>
<S>                                 <C>              <C>            <C>            <C>

COMPOUND ANNUAL RETURNS*

                                     1 YR            5 YRS          10 YRS         34 YRS**
                                     ----            -----          ------         ------

MATHERS FUND                          (1.10)         (0.94)           2.82         11.40
Standard & Poor's 500                 22.77          27.87           18.78         12.48
Value Line Composite ***              (0.23)         13.55            8.77          7.62
Dow Jones Industrial Average          24.67          27.48           19.39         12.05
Long-Term U.S. Treasury Bonds         (0.97)         10.11            9.55          7.55

</TABLE>

*   All periods ending 6-30-99
**  From date of public offering 8-19-65
*** Unweighted average of 1600 stocks







THE FUND'S DAILY PRICE AND ASSET MIX PERCENTAGES ARE AVAILABLE VIA RECORDED
MESSAGE  (AFTER 4:30  P.M.  CENTRAL TIME)  MONDAY THROUGH FRIDAY AT
800-962-FUND.

THE FUND'S PRICE CAN BE E-MAILED  TO YOU DAILY.  PLEASE PROVIDE  YOUR E-MAIL
ADDRESS BY CALLING 800-962-FUND OR VIA E-MAIL AT [email protected].

SHAREHOLDER ACCOUNT BALANCES MAY BE OBTAINED FROM THE FUND'S TRANSFER AGENT AT
800-235-7458 BETWEEN 8:00 A.M. AND 4:30 P.M. CENTRAL TIME.


The  results  shown  reflect  past  performance  and  should  not be  considered
representative of future performance.  The investment return and principal value
of an investment in the Fund will fluctuate so that an investor's  shares,  when
redeemed,  may be worth more or less than their original cost.  Results  reflect
income dividends and capital gains distributions reinvested.




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