MATRIX/LMH VALUE FUND
N-30D, 1999-03-09
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                               SEMI-ANNUAL REPORT

                                   MATRIX/LMH
                                   VALUE FUND




                               December 31, 1998





                               560 Hudson Street
                          Hackensack, New Jersey 07601
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

     February 9, 1999

     Dear Fellow Shareholder:

      I am pleased to enclose our report and commentary  concerning the Fund for
the semi-annual period ending December 31, 1998.

      Following a very  disappointing  third  quarter,  the Fund staged a strong
recovery in the fourth  quarter.  The Net Asset Value of the Fund ended the year
at  $30.94,  an  impressive  24.30%  increase  for the  quarter,  and an overall
increase of 2.90% for the past 12 months.

      You might recall that in our last  correspondence we discussed the ability
of markets to recover rather quickly from steep declines. The Fund's results for
the fourth quarter are an excellent example of such a recovery. Our gains in the
past three months exceeded major market  indices,  which we attribute to renewed
attention in good businesses trading at attractive prices.

      Nevertheless,   performance  for  the  calendar  year  was  disappointing.
However,  we do believe that the solid  relative  results in the fourth  quarter
should  carry  over into 1999.  We are very  optimistic  the Fund will  generate
attractive  performance this year, for reasons  discussed in our enclosed market
commentary.

      While  the  past  year  has  been  particularly   difficult  for  sensible
investing,  we believe this has set the stage for a prolonged resurgence for the
Value style.  In the meantime,  we believe we have made  significant  strides in
positioning the Fund for a bright future. These include:

      +  Holding a portfolio of high-quality  businesses  selling well below the
         market's Price/earnings, Price/sales and Price/ book value multiples.

      +  Strong  expense  control which leaves the Fund's expense ratio at 1.26%
         as of 12/31/98.  This is below the industry's  average,  especially for
         funds of less than $100 million.

      +  Broad distribution, as the Fund can be purchased through Charles Schwab
         as well as other major brokerage firms.

      +  Increased  ownership by friends,  family and  employees and partners of
         Matrix Asset Advisors.

      +  Improved  communication  through quarterly  correspondence and a mutual
         fund web-site to keep  shareholders  abreast of portfolio  developments
         and market outlook.

                                       1
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND


      If you have any  questions  on the  enclosed  or would like to discuss our
outlook on the market or the Fund in greater detail, please feel free to call us
at (800) 366-6223 or e-mail us at [email protected].

      Best regards.

                                   Sincerely,

                                   /s/ David A. Katz

                                   David A. Katz, CFA
                                   Chief Investment Officer


The Fund's average annual total returns for the one-year, five-year and ten-year
period ended December 31, 1998 were 2.90%, 12.65% and 8.61%, respectively.  Past
performance is not a guarantee of future  results.  Fund share value and returns
fluctuate and investors may have a gain or loss when they redeem shares.  Matrix
Asset Advisors became sub-Advisor on July 3, 1996 and Advisor to the Fund on May
11, 1997. Prior to those dates, the Fund was managed by another advisor.


                                        2
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

                   CAPITAL MARKET COMMENTARY - 1998 IN REVIEW
Overview:

      To say that 1998 was an  unusual  year for the equity  markets  would be a
major  understatement.  Better stated,  there were two very different  markets -
with dramatically differing performance - in 1998.

      On the one hand,  there was the market for a  relatively  small  number of
very large, very expensive stocks.  These stocks enjoyed spectacular returns and
performance.  Although  they were only a handful,  because  of their  tremendous
size, these stocks also dominated the major indices - the Dow and the S&P 500.

      The result was that these indices each had strong annual returns.  The Dow
posted an 18.1% return for the year, while the S&P 500 increased by 28.5%.

      On the other hand, there was the rest of the market,  literally  thousands
of stocks, whose performance ranged from poor to mediocre.  IN FACT,  TWO-THIRDS
(2/3) OF ALL U.S. STOCKS DECLINED IN 1998. The broad market Value Line Index and
the small cap-oriented Russell 2000 Index each had negative performance of -2.3%
and -2.1%, respectively.

         The  relationship  of size versus 1998  returns is  illustrated  in the
following table:

                 1998 COMMON EQUITY UNWEIGHTED PRICE PERFORMANCE

                                                          Unweighted
              By Capitalization                           Performance
              -----------------                           -----------
              <$250 Million                                 -24.14%
              250 Million - 2 Billion                       -16.63%
              2 Billion - 5 Billion                         - 6.11%
              5 Billion - 20 Billion                         +6.19%
              > 20 Billion                                  +25.94%

Source: Salomon Smith Barney

      Within the broader  market were many stocks which we believe  offered (and
continue to offer) the combination of favorable long-term business prospects and
very attractive  valuations.  It was the nature of the stock market in 1998 that
such stocks were largely ignored, or even penalized.

      In the face of growing evidence of a slowdown in corporate  earnings,  the
expanding   disparity   between  stock  prices  and  earnings   growth  will  be
increasingly  untenable.  And the meteoric  rise of Internet  stocks has all the
hallmarks  of an  investment  mania.  History  has shown that  manias do not end
happily.

      On the favorable side, the fourth quarter saw a dramatic rebound, with our
Matrix/LMH  Value Fund outpacing major market indices.  The surging  recovery of
the Fund and those of other Value-oriented managers served as a reminder that at
a  certain  point  investors  still  focus on  identifying  bargains,  and still
perceive that buying stocks  "right' is the surest way to good  performance.  As
the pendulum  fully swings back toward "value and  sensibility",  we expect that
such movement will be both  significant and long-term in duration.

                                       3
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

REVISITING OUR FORECAST FOR 1998

      Last year we predicted  increased stock market  volatility for 1998. Well,
we certainly got that one right! The stock market had daily movements up or down
of 1% or  more in 32% of the  trading  days  last  year  (compared  to 5% of the
trading days in 1995).

      We were also accurate  about our assessment of likely  continued  strength
for the American economy. Furthermore, we projected a relatively modest year for
stocks, and, excluding the mega-stocks,  we were correct. What we missed was the
ability of that segment of the market to overextend itself to the levels seen in
1998.

OUR FEARLESS FORECAST FOR 1999

      Our economy  will remain  fundamentally  healthy.  However,  international
weakness  poses the  greatest  threat  to our  economy  in the form of  shrunken
markets,  credit  crunches and perceived  instability.  It is also possible that
commodity prices will begin to recover.  A rise in commodity prices would result
in a modest  uptick in inflation.  This in turn could have a negative  impact on
very expensive stocks.

      Like 1998, the stock market will be selective in its performance. However,
in 1999,  we expect to have a reverse of last  year,  with the  mega-cap  stocks
being outpaced by the broader market.

                        YEAR-END FUND REVIEW AND OUTLOOK

FUND PERFORMANCE

      As in the overall market, the Fund had a handful of very strong performing
stocks  and a large  number  of  stocks  that  were  ignored  or  punished.  Our
willingness to buy stocks along the entire capitalization  spectrum proved to be
a  detriment  rather  than a  benefit  last  year,  as small-  and  medium-sized
companies fared relatively poorly in the market.

      Following the third quarter market  sell-off,  we identified a substantial
number of large capitalization stocks that had compelling  valuations.  We moved
aggressively  into  such  stocks as  Alcatel,  Bank  America,  First  Data,  and
Schlumberger.

      On the  positive  side,  Bausch  &  Lomb,  Bristol-Myers,  Eastman  Kodak,
Frontier Corp., Pharmacia & Upjohn, Philip Morris, Shaw Industries, SLM Holding,
SpaceLabs Medical, and St. Jude Medical all had strong  performances.  Allergan,
Anheuser  Busch,  Fruit of the Loom,  and U.S.  Surgical were all sold for solid
gains.  Finally,  a number of companies  that were  purchased in the wake of the
market  sell-off had a good  year-end  bounce,  including  Novellus  Systems and
Schlumberger.

      On the downside,  several established holdings had weak returns, including
Lone Star  Steakhouse,  Olsten Corp.,  Sensormatic,  Toys R Us, and  Tupperware.
Several  stocks that were  purchased  because of the  combination  of  favorable
long-term outlooks and a significant  sell-off (prior to our purchase) continued
to  show   weakness.   These   included  Lam   Research,   Polaroid  and  Vishay
Intertechnology. Interestingly, though, as we write this report in mid-February,
Lam has doubled since the start of the year, and is now substantially  above our
cost. We expect to see similar recoveries in a number of last year's laggards as
the year progresses.

                                        4
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

      The sell-off of attractive  companies in 1998 and the continuing  trend to
consolidation are likely to stimulate a significant number of takeovers in 1999.
Likely candidates include Alcatel, Frontier Corp., Mark IV Industries,  St. Jude
Medical, Sensormatic and SpaceLabs Medical.

EQUITIES OUTLOOK

      When it looked like the wheels were falling off the U.S. equity markets in
the  third  quarter,  our  market  letter  focused  on the  surprisingly  strong
recoveries that occur after market corrections. In hindsight, this call was well
timed. TODAY WE MAKE A SIMILAR PREDICTION FOR THE VALUE DISCIPLINE IN 1999.

      As stated above,  many of the factors that worked  against Value last year
should help in 1999. The dramatic  appreciation of the most expensive  stocks in
1998 will make it all the more difficult for them to repeat such  performance in
1999. As these companies  disappoint their  shareholders,  investors will become
more sensitive and should  increasingly favor good, stable companies with strong
fundamentals selling at modest valuations.

      Other  factors  that  will make 1999 a far  better  environment  for Value
include:  an increase  in takeover  activity;  the wide  divergence  between the
private market value and the stock price of many Value stocks;  and the historic
valuation disparity between the mega-cap stocks and the rest of the market.


                           *            *            *


      Following  this  letter  is our  regular  quarterly  segment  focusing  on
investing.  This  quarter  we  examine  the  more  complex  reality  behind  the
performance  results  for the S&P 500 Index and the  danger of making  long-term
decisions based on short-term market anomalies.

      The continued trust and confidence of our clients is our highest priority.
We therefore  urge you to call any of us with any  questions  or concerns.  As a
reminder, we can be reached via e-mail at [email protected]. We wish you all the
best  for  a  year  filled  with  good  health,   contentment  and  even  market
appreciation.

                                        5
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND


                              IDEAS ABOUT INVESTING

A QUARTERLY QUEST FOR INVESTING ENLIGHTENMENT

"UNMASKING THE REALITY BEHIND THE S&P 500 INDEX"

      For many  investors,  the S&P 500 Index has become the ultimate  benchmark
for gauging  stock market  performance.  In 1998,  the S&P 500 posted its fourth
consecutive  annual  performance  in excess of 20%. As a result,  many investors
conclude  that it was not only a strong  year for the stock  market,  but also a
year in which any  performance  substantially  less than that of the S&P 500 was
unusual.

      It therefore behooves us to examine more closely the results for the Index
in 1998:

      Segment of the S&P 500          % Return for 1998*        Difference
      ----------------------          ------------------        ----------
      Overall Index (Weighted)               26.7
      Average Stock (Unweighted)             11.2                  15.5%

      Top 50 Stocks                          34.9
      Remaining 450 Stocks                    8.4                  26.5%

      Median Stock                            3.7

* Without dividends

Source: Zacks, Inc., Matrix Asset Advisors

      The numbers above are staggering for the disparities  they reveal.  Unless
one owned the largest 50 stocks or the Index  itself,  performance  for the year
was mediocre at best.

      Please recognize that when we and other investment  professionals speak of
how "narrow" the stock market was in 1998,  the  components of the S&P 500 offer
compelling  confirmation.  (Plus,  remember  that  the  S&P  500  is  the  large
capitalization index, the best-performing sector of the market in 1998. When one
examines  broad  market  or small cap  indexes,  the news  becomes  increasingly
negative.)

      Of course, the logical question is: so why not own those largest stocks or
just buy an Index  fund and cover all the bases?  To us the  answer  lies in the
valuations of those largest stocks.

      Simply  stated,  these  stocks are priced with the  expectation  that only
tremendous  things  will  possibly  happen  to  them.  As  a  result,  they  are
increasingly  vulnerable to any kind of  disappointment.  The more expensive the
stock,  the  greater  its  vulnerability;   and  the  greater  likelihood  of  a
dramatically negative market response in the event of such a disappointment.

                                        6
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

      We believe that the key to  consistently  making money in the stock market
is to buy good  businesses at good prices.  Better to pay a very good price on a
merely good  business  than to pay an inflated  price on a great  business.  All
businesses,  however  great,  hit bumps in the road. If the investing  public is
definitionally  paying prices that do not anticipate any bumps, then those bumps
will be painful ones indeed.

      In 1998,  the rapid  collapse of banking  and  brokerage  stocks  occurred
because  of the  combination  of their  very rich  prices  and the fear that the
Asian,  Russian and South American credit crises might wreak havoc with profits.
The prices  became  unjustifiable  and the  reactions  were  swift and  painful:
Citigroup dropped from 180 to 80; Merrill Lynch, from 108 to 38.

      So biggest is not necessarily safest. However, that is the erroneous basis
that underlies current Index or mega-cap investing. Again, 1998 notwithstanding,
there is no long-term substitute for buying right.

AVOID THE TRAP: BEWARE OF INVESTMENT DECISIONS BASED ON THE MARKET IN 1998

      In  investing,  as in other  aspects of life,  there is a tendency to make
decisions  based on  one's  most  recent  experience.  Unfortunately,  this is a
formula for significant disappointment for any investor.

      Last year was an exception to the  investment  rule in two  important  and
unusual  ways.  First,  as we have  discussed  in  recent  correspondence,  1998
featured the greatest  performance  differential  between the highest and lowest
P/E stocks that has existed in the past 50 years.

      Second,  as  shown at the  very  beginning  of this  letter,  there  was a
complete correlation between the size of a company and its market performance in
1998: the larger the better.

      When  these two  unusual  circumstances  are  combined,  the  result is an
anomaly:  investors were greatly rewarded for investment strategies that usually
lag  significantly.  The spoils went to the largest,  most expensive  companies.
Value  investors who prefer lower to higher P/E stocks were  penalized,  as were
investors who diversify away from the handful of largest companies.

      What therefore makes 1998 so strangely remarkable is that it was a year in
which  prudence was thrown to the winds and the normal  factors  that  determine
successful investing were a detriment rather than a benefit.

      Consider  the size of  companies.  It is a truism to say that the  largest
companies have less business enterprise risk than smaller, more tenuous ones. If
for only this  reason,  smaller  companies  typically  outperform  larger  ones,
because otherwise no one would own anything but the largest companies. This is a
basic risk/reward tradeoff.

      However,  smaller  companies can also increase their earnings  faster than
very large ones because they are working from a smaller base of earnings.  Rapid
earnings  growth is a very  popular  rationale  for  paying  more and more for a
stock.

      The following performance comparison between the small-cap focused Russell
2000 Index and the large-cap oriented S&P 500 Index shows how unusual 1998 was:

                                        7
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND


                                   1979-1997 (Annualized)          1998
                                   ----------------------          ----
         Russell 2000 Index                 13.3%                  -3.4%
         S&P 500 Index                      13.0%                  26.7%

     Source: The Leuthold Group

         The  performance  disparity  in  1998  was by far the  largest  in this
20-year period.

      On the matter of performance based on price/earnings,  history has clearly
favored  lower cost stocks over more  expensive  ones.  Consider  the  following
comparison between the highest and lowest P/E stocks:

      1950 - 1996 (Annualized Performance)         1998 (Annualized Performance)
      ------------------------------------         -----------------------------
       Lowest P/E stocks:        +18.2%            Highest P/E stocks:    +26.1%
       Highest P/E stocks        +12.7%            Lowest P/E stocks:      -2.7%

Source: David Dreman & Co.; Zacks, Inc; Matrix Asset Advisors

      By definition, anomalous situations do not last. They happen at a point in
time and then pass. In investing,  anomalous  situations  are followed by strong
reversals and reversions back to historic norms. So, in the case of high and low
P/Es,  the  two  previous  times  in the  past 40  years  where  low P/E  stocks
significantly  lagged high P/E stocks were followed by a multi-year reversion to
the norm. Low P/E stocks subsequently trounced high P/E stocks.

      Similarly,  larger stocks have outperformed smaller ones for the past five
years,  which is their longest  consecutive  dominance in the past 20 years.  As
with the P/E comparison,  periods of large-cap  dominance have historically been
followed by prolonged periods of small-cap outperformance.

      It is therefore not mere wishful thinking to believe that what happened in
1998 will not be repeated in 1999.  Rather,  investors should expect a return to
more normative investing criteria and relationships.

      Therefore, let us see 1998 for what it was - an anomaly, not a roadmap for
future direction.

                                        8
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

                                   SCHEDULE OF
                                   INVESTMENTS (UNAUDITED)     DECEMBER 31, 1998
                                   ---------------------------------------------
                                   COMMON STOCKS (98.68%)
SECURITY                                     SHARES                       VALUE
- --------------------------------------------------------------------------------
AUTO PARTS (2.44%)
 Mark IV Industries, Inc.                   17,000                      $221,000
                                                                        --------

BANKS (6.99%)
 Bankamerica Corp.                           3,000                       180,375
 Mellon Bank Corp.                           4,000                       275,000
 J.P. Morgan & Co.                           1,700                       178,606
                                                                        --------
                                                                         633,981
                                                                        --------
COMPUTER SOFTWARE AND SERVICES (4.43%)
 Electronic Data Sytems Corp.                8,000                       402,000
                                                                        --------

CONSUMER PRODUCTS (9.72%)
 Bausch & Lomb, Inc.                         6,000                       360,000
 Eastman Kodak Co.                           5,300                       381,600
 Polaroid Corp.                              7,500                       140,156
                                                                        --------
                                                                         881,756
                                                                        --------
DRUGS (8.30%)
 Bristol-Myers Squibb Co.                    2,600                       347,913
 Pharmacia & Upjohn, Inc.                    5,000                       283,125
 Teva Pharmaceutical SP ADR                  3,000                       122,062
                                                                        --------
                                                                         753,100
                                                                        --------
ELECTRONICS (5.04%)
 Arrow Electronics, Inc.                     9,000                       240,188
 Vishay Intertechnology, Inc.               15,000                       217,500
                                                                        --------
                                                                         457,688
                                                                        --------
FINANCIAL SERVICES: (7.71%)
 First Data Corp.                           13,000                       411,937
 SLM Holding Corp.                           6,000                       288,000
                                                                        --------
                                                                         699,937
                                                                        --------
FOOD PROCESSING (2.77%)
 Eskimo Pie Corp.                           19,000                       251,750
                                                                        --------


                                       9
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

                                            COMMON STOCKS, CONTINUED
SECURITY                                    SHARES                       VALUE
- --------------------------------------------------------------------------------
FURNITURE (8.07%)
 O'Sullivan Industries*                     30,500                      $320,250
 Shaw Industries, Inc.                      17,000                       412,250
                                                                        --------
                                                                         732,500
                                                                        --------
HOUSEHOLD PRODUCTS (2.54%)
 Tupperware Corp.                           14,000                       230,125
                                                                        --------
INDUSTRIAL SERVICES (1.67%)
 Olsten Corp.                               20,500                       151,188
                                                                        --------
MEDICAL SERVICES (4.61%)
 Aetna Inc.                                  3,800                       298,775
 Foundation Health Systems                  10,000                       119,375
                                                                        --------
                                                                         418,150
                                                                        --------
MEDICAL SUPPLIES (7.20%)
 SpaceLabs Medical, Inc.*                   17,600                       404,800
 St. Jude Medical, Inc.                      9,000                       249,187
                                                                        --------
                                                                         653,987
                                                                        --------
OILFIELD SERVICES/EQUIPMENT (1.07%)
 Schlumberger Ltd.                           2,100                        96,863
                                                                        --------
PRECISION INSTRUMENTS (2.04%)
 Sensormatic Electronics Corp.              26,700                       185,231
                                                                        --------
RESTAURANTS (1.82%)
 Lone Star Steakhouse & Saloon              18,000                       165,375
                                                                        --------
SEMICONDUCTORS/CAPITAL EQUIPMENT: (3.21%)
 Lam Research Corp.                          8,000                       142,500
 Novellus Systems, Inc.                      3,000                       148,500
                                                                        --------
                                                                         291,000
                                                                        --------
TELECOMMUNICATIONS/EQUIPMENT: (3.50%)
 Alcatel SA                                  5,500                       134,406
 Motorola Inc.                               3,000                       183,188
                                                                        --------
                                                                         317,594
                                                                        --------
TELECOMMUNICATIONS SERVICES (4.50%)
 Frontier Corp.                             12,000                       408,000
                                                                        --------
                                       10

<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

                                            COMMON STOCKS, CONTINUED
SECURITY                                    SHARES                      VALUE
- --------------------------------------------------------------------------------
TEXTILE (1.29%)
 Unifi, Inc.                                 6,000                    $  117,375
                                                                      ----------
TIRE AND RUBBER (3.38%)
 Cooper Tire & Rubber Co.                   15,000                       306,563
                                                                      ----------
TOBACCO (4.24%)
 Philip Morris Co., Inc.                     7,200                       385,200
                                                                      ----------
TOYS AND SCHOOL SUPPLIES (2.14%)
 Toys R Us                                  11,500                       194,062
                                                                      ----------
                  TOTAL COMMON STOCKS
                  (cost $8,473,677)                                    8,954,425
                                                                      ----------

SHORT-TERM INVESTMENTS (0.51%)
- --------------------------------------------------------------------------------
   Star Treasury Fund (cost $45,874)        45,874                        45,874
                                                                      ----------
                  TOTAL INVESTMENTS IN SECURITIES
                  (cost $8,519,551) - 99.19%                           9,000,299
                  OTHER ASSETS LESS  LIABILITIES - 0.81%                  73,628
                                                                      ----------
                  TOTAL NET ASSETS                                    $9,073,927
                                                                      ==========

* Non-income producing security.

The accompanying notes to financial statements are an integral part of
this schedule.

                                       11

<PAGE>
                                  MATRIX/LMH
                                   VALUE FUND

                            STATEMENT OF
                            ASSETS AND LIABILITIES (UNAUDITED) DECEMBER 31, 1998
                            ----------------------------------------------------
                            ASSETS

Investments in securities, at value:
  Common stocks (cost $8,473,677) ..........................         $8,954,425
  Short-term investments (cost $45,874) ....................             45,874
Receivables:
  Dividends and interest ...................................             14,689
  Fund shares sold .........................................              6,160
  Securities sold ..........................................             66,380
Prepaid expenses ...........................................              3,942
                                                                     ----------
                            TOTAL ASSETS ...................          9,091,470
                                                                     ----------
                            LIABILITIES
Payables:
  Advisory fee .............................................              2,738
  Fund shares repurchased ..................................              9,225
  Dividends ................................................                176
Accrued expenses ...........................................              5,404
                                                                     ----------
                            TOTAL LIABILITIES ..............             17,543
                                                                     ----------
                            NET ASSETS .....................         $9,073,927
                                                                     ==========
                            SOURCE OF NET ASSETS
Capital
  Par value of 293,292 shares outstanding
   (30,000,000 shares authorized)
   at $.01 per share .......................................         $    2,933
  Paid-in capital ..........................................          8,648,630
                                                                     ----------
  Total capital paid in on shares ..........................          8,651,563
  Undistributed net investment income ......................                256
  Accumulated net realized loss on
    investment transactions ................................            (58,640)
  Unrealized appreciation of investments ...................            480,748
                                                                     ----------
                            NET ASSETS .....................         $9,073,927
                                                                     ==========
                            NET ASSET VALUE PER SHARE
                            (Offering and Redemption Price).         $    30.94
                                                                     ==========

The accompanying notes to financial statements are an integral part of
these statements.

                                       12
<PAGE>

                                   MATRIX/LMH
                                   VALUE FUND
                                                                    FOR THE
                            STATEMENT OF                       SIX MONTHS ENDED
                            OPERATIONS (UNAUDITED)             DECEMBER 31, 1998
                            ----------------------------------------------------
                            INVESTMENT
                            INCOME
Dividends ......................................................      $  59,320
Interest .......................................................          5,051
                                                                      ---------
                            TOTAL INCOME .......................         64,371
                                                                      ---------
                            EXPENSES
Investment advisory fee ........................................         44,011
Transfer agent fee and expenses ................................         12,604
Audit fees .....................................................         10,081
Custodian fee and expenses .....................................          4,537
Registration and filing fees ...................................          3,781
Reports to shareholders ........................................          1,765
Miscellaneous ..................................................          1,260
Legal fees .....................................................          1,260
Insurance ......................................................          1,000
                                                                      ---------
                            TOTAL EXPENSES .....................         80,299
                            LESS: Advisory fees waived .........        (24,897)
                                                                      ---------
                            NET EXPENSES .......................         55,402
                                                                      ---------
                            NET INVESTMENT INCOME ..............          8,969
                                                                      ---------
                            REALIZED AND UNREALIZED
                            LOSS ON INVESTMENTS - NET
Realized loss on investments - net .............................        (50,725)
Change in unrealized appreciation of investments - net .........       (316,355)
                                                                      ---------
                            LOSS ON INVESTMENTS - NET ..........       (367,080)
                                                                      ---------
                            NET DECREASE IN NET ASSETS
                            RESULTING FROM OPERATIONS ..........      $(358,111)
                                                                      ========= 

The accompanying notes to financial statements are an integral part of
these statements.

                                       13
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

                                 STATEMENT OF CHANGES
                                 IN NET ASSETS         FOR THE SIX     FOR THE
                                                       MONTHS ENDED   YEAR ENDED
                                                       DECEMBER 31,    JUNE 30,
                                                          1998#          1998
                                                      ------------  ------------
Net investment income ............................... $     8,969   $    41,565
Realized (loss) gain on investments - net ...........     (50,725)    1,559,450
Change in unrealized appreciation of
  investments - net..................................    (316,355)     (528,272)
                                                      -----------   -----------
                    NET (DECREASE) INCREASE
                    IN NET ASSETS RESULTING
                    FROM OPERATIONS .................    (358,111)    1,072,743
                                                      -----------   -----------
                    DISTRIBUTIONS TO
                    SHAREHOLDERS
Net investment income ...............................     (26,658)      (49,806)
Realized gain on investments ........................    (201,601)            0
                                                      -----------   -----------
                    TOTAL DISTRIBUTIONS
                    TO SHAREHOLDERS .................    (228,259)      (49,806)
                                                      -----------   -----------
                    CAPITAL SHARE
                    TRANSACTIONS
Shares sold .........................................     883,221     2,678,341
Shares issued in connection with reinvestment
  of dividends.......................................     227,357        49,203
Shares redeemed .....................................  (1,450,958)   (2,285,586)
                                                      -----------   -----------
                    TOTAL ...........................    (340,380)      441,958
                                                      -----------   -----------
                    TOTAL INCREASE
                    IN NET ASSETS ...................    (926,750)    1,464,895
Net assets, beginning of period .....................  10,000,677     8,535,782
                                                      -----------   -----------

Net assets, end of period (including undistributed
  net investment income of $256 and $17,945,
  respectively) ..................................... $ 9,073,927   $10,000,677
                                                      ===========   ===========
                    CHANGES IN SHARES
                    OUTSTANDING
Shares sold .........................................      31,158        84,762
Shares issued in connection with reinvestment
  of dividends ......................................       7,519         1,604
Shares redeemed .....................................     (49,322)      (72,880)
                                                      -----------   -----------
                    (DECREASE) INCREASE .............     (10,645)       13,486
                                                      ===========   ===========
# Unaudited.

The accompanying notes to financial statements are an integral part of
these statements.

                                       14
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

                                     NOTES TO
                                     FINANCIAL
                                     STATEMENTS (UNAUDITED)    DECEMBER 31, 1998

                                     NOTE 1 -
                                     ORGANIZATION

Matrix/LMH  Value Fund (the  "Fund"),  formerly  known as LMH Fund,  Ltd.,  is a
Maryland  corporation  registered under the Investment  Company Act of 1940 as a
diversified,   open-end  management   investment  company.  The  Fund  commenced
operations  September 16, 1983.  The objective of the Fund is to achieve a total
rate of return composed of capital appreciation and current income.

                                     NOTE 2 -
                                     SIGNIFICANT ACCOUNTING POLICIES

The Fund consistently  follows the accounting policies set forth below which are
in conformity with generally accepted accounting principles.

(a) Security Valuation

Portfolio  securities  which are traded on  national  securities  exchanges  are
valued at the last sale price on the principal exchange on which the security is
traded  as of the  close  of the New  York  Stock  Exchange.  If  there  were no
transactions in a security on that day, the security is generally  valued at the
last reported bid price. Securities traded over-the-counter are generally valued
at the latest bid price.  If no quotations  are available for a security,  or if
the Board of Directors  (or  committee of the Board of Directors  appointed  for
that  purpose)  believes  that the latest bid price of a security  which has not
been traded on the date in question does not fairly reflect its market value, it
is valued in a manner determined in good faith by the Board of Directors, or its
delegates, to reflect its fair value.

(b) Federal Income Taxes

The Fund has elected to be treated as a  "regulated  investment  company"  under
Subchapter  M of the  Internal  Revenue  Code.  The Fund  intends to  distribute
substantially  all  of its  taxable  income  and  any  capital  gains  less  any
applicable  capital loss  carryforwards.  Accordingly,  no provision for Federal
income taxes has been made in the accompanying financial statements.

(c) Portfolio Transactions

Security transactions are accounted for on the trade date, the date the order to
buy or sell is executed. Security gains and losses are computed on an identified
cost basis.

(d) Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from these estimates.

                                       15
<PAGE>
                                   MATRIX/LMH
                                   VALUE FUND

(e) Other

Interest  income  is  recorded  on  the  accrual  basis.   Dividend  income  and
distributions to shareholders are recorded on the ex-dividend date.

                                     NOTE 3 -
                                     INVESTMENT ADVISORY FEE

The Fund has a  management  agreement  with Matrix  Asset  Advisors,  Inc.  (the
"Advisor",  "Matrix")  to serve as  investment  advisor.  Matrix,  formerly  the
Sub-Advisor,  replaced Heine Management Group, Inc.  ("Heine") as the Advisor on
May 11,  1997.  Certain  officers of the Advisor are also  officers of the Fund.
Under the terms of the  agreement,  the Fund has  agreed to pay the  Advisor  as
compensation  for all  services  rendered,  staff and  facilities  provided  and
expenses paid or assumed,  an annual fee, accrued daily, paid monthly,  of 1.00%
of the Fund's  average daily net assets.  For the six months ended  December 31,
1998, Matrix waived $24,897 of its fee.

                                     NOTE 4 -
                                     INVESTMENT TRANSACTIONS

The cost of purchases  and the  proceeds  from sales of  securities  for the six
months ended December 31, 1998 were as follows:

                                                            Proceeds from
                                                           Sales (Including
                                           Purchases         Maturities)
                                           ---------         -----------
     Common Stock and Bonds               $1,889,848         $2,022,351
     Short-term Obligations                1,918,572          2,463,940

At December 31, 1998, the cost of securities for federal income tax purposes was
substantially  the same as that  recorded for book  purposes.  Accordingly,  the
aggregate gross  unrealized  appreciation  of investments  over cost for federal
income  tax  purposes  was  $1,738,058  and  the  aggregate   gross   unrealized
depreciation was $1,257,310, or a net unrealized appreciation of $480,748.

                                       16
<PAGE>
                              FINANCIAL HIGHLIGHTS
                (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
                                   MATRIX/LMH
                                   VALUE FUND

                                       SIX MONTHS
                                       ENDED       
                                       DECEMBER 31,           YEARS ENDED JUNE 30,
                                       ------------  -----------------------------------------
                                       1998#         1998     1997     1996     1995     1994
                                       -----         ----     ----     ----     ----     ----
<S>                                    <C>           <C>      <C>      <C>      <C>      <C>   
Net asset value, beginning of period . $32.90        $29.39   $24.10   $20.98   $17.78   $18.45
Income from investment operations:                  
  Net investment income ..............   0.03          0.14     0.10     0.47     0.46     0.34
  Net realized and unrealized gain                  
    (loss) on investments ............  (1.20)         3.54     5.52     3.12     3.13    (0.78)
                                       ------        ------   ------   ------   ------   ------
Total from investment operations .....  (1.17)         3.68     5.62     3.59     3.59    (0.44)
                                       ------        ------   ------   ------   ------   ------
Less distributions:                                 
  Dividends from net investment ......                
    income                              (0.09)        (0.17)   (0.33)   (0.47)   (0.39)   (0.23)
  Distributions from realized gains ..  (0.70)        (0.00)   (0.00)   (0.00)   (0.00)   (0.00)
                                       ------        ------   ------   ------   ------   ------
Total distributions                     (0.79)        (0.17)   (0.33)   (0.47)   (0.39)   (0.23)
                                       ------        ------   ------   ------   ------   ------
Net asset value, end of period ....... $30.94        $32.90   $29.39   $24.10   $20.98   $17.78
                                       ======        ======   ======   ======   ======   ======
                                                    
Total return .........................  (3.48%)       12.56%   23.47%   17.16%   20.47%   (2.44%)
                                                    
Ratios/supplemental data:                           
Net assets, end of period (millions).. $  9.1        $ 10.0   $  8.5   $  6.6   $  6.0   $  5.7
Ratio of operating expenses to average              
  net assets:                                       
    Before expense reimbursement .....   1.82%+        1.80%    1.92%    1.84%    2.35%    2.51%
    After expense reimbursement ......   1.26%+        1.23%    1.42%    1.84%    2.35%    2.50%
Ratio of net investment income (loss)               
 to average net assets:                             
   Before expense reimbursement ......  (0.36%)+      (0.12)%  (0.06)%   2.01%    2.27%    1.79%
   After expense reimbursement .......   0.20%+        0.45%    0.44%    2.01%    2.27%    1.80%
Portfolio turnover rate ..............     22%           68%     129%      57%      34%      46%
</TABLE>                                           
                                                   
# Unaudited.                                      

+ Annualized.

The accompanying notes to financial statements are an integral part of
these statements.

                                       17
<PAGE>
                               BOARD OF DIRECTORS
                    Leonard M. Heine, Jr., Director Emeritus
                                  David A. Katz
                                Larry D. Kieszek
                              Robert M. Rosencrans
                                T. Michael Tucker

                                        +
                               INVESTMENT ADVISOR
                           Matrix Asset Advisors, Inc.
                          747 Third Avenue, 31st Floor
                               New York, NY 10017
                                 (800) 366-6223
                                        +
                                    CUSTODIAN
                                 Star Bank, N.A.
                                425 Walnut Street
                              Cincinnati, OH 45202
                                        +
                                 TRANSFER AGENT
                          American Data Services, Inc.
                                150 Motor Parkway
                               Hauppauge, NY 11788
                                 (800) 385-7003
                                        +
                                  ADMINISTRATOR
                      Investment Company Administration LLC
                                        +
                             INDEPENDENT ACCOUNTANTS
                           PricewaterhouseCoopers LLP
                                        +
                                  LEGAL COUNSEL
                      Swidler Berlin Shereff Friedman, LLP

This  report is  intended  for  shareholders  of the Fund and may not be used as
sales literature unless preceded or accompanied by a current prospectus.

Past  performance  results  shown in this  report  should  not be  considered  a
representation of future performance.  Share price and returns will fluctuate so
that shares, when redeemed,  may be worth more or less than their original cost.
Statements and other information herein are dated and are subject to change.


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