CHAPMAN FUNDS INC
N-30D, 1995-12-29
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THE CHAPMAN FUNDS, INC.
















                   THE CHAPMAN FUNDS, INC.


                        ANNUAL REPORT
                              
                              

                      OCTOBER 31, 1995
<PAGE>
THE CHAPMAN FUNDS, INC.







                                   December 21, 1995


Dear Shareholders:

     Once again we are pleased to submit the seventh annual
report on The Chapman Funds for the year ended October 31,
1995.

     The year that just ended was very positive for both
equity and fixed income investors.  Yields on the 30 year
treasury moved down throughout most of the year; however,
the very short end actually increased.  This turned out to
be positive for investors in the Chapman U.S. Treasury Fund.

     Looking forward to 1996, we anticipate moderate to slow
economic growth as corporate downsizing and federal budget
discussions continue to dominate the investment scene.  We
anticipate the Federal Reserve will continue to lower the
Fed Funds rate in the first half of 96 as inflation remains
insignificant.  As a result we think short rates will trend
lower throughout the year.

     For a short-term related fund rated AAAm by Standard
and Poors, we think the yield is very attractive relative to
the long bond and an excellent investment for short term
funds.

     Thank you for your continued support.

                                   Sincerely,



                                   Nathan A. Chapman, Jr.
                                   President

                              2
<PAGE>
THE CHAPMAN FUNDS, INC.

SCHEDULE OF PORTFOLIO INVESTMENTS - OCTOBER 31, 1995


(Showing Percentage of Total Value of Net Assets)


<TABLE>
<CAPTION>
                  U.S. TREASURY MONEY FUND
                              
      Principal                                  Value
      Amount                                   (Note B)
_________________                          ________________
                                                   _
                                                            
         U.S. GOVERNMENT - 52.2%                            
                     
<S>            <C>                                <C>
$15,000,000 U.S.    Treasury Bills 4.75%,        $14,998,021
Due 11/2/95
    1,000,000 U.S.  Treasury Bills 6.53%,            987,121
Due 1/11/96
    2,000,000 U.S.  Treasury Bills 5.42%,          1,936,466
Due 5/30/96
                                                  17,921,608
      REPURCHASE AGREEMENTS - 48.5%                         
                     
                                                            
6,675,000   Daiwa Securities, dated 10/31/95, 5.80%                     
agreement to repurchase at $6,676,075 on                    
11/1/95 (collateralized by $5,600,000 US                    
Treasury Bonds, 8.125%, due 8/15/19)               6,675,000
10,000,000  Natwest Securities, dated 10/31/95, 5.85%                   
agreement to repurchase at $10,001,625 on                   
11/1/95 (collateralized by $10,800,000                      
U.S. Treasury Bills, due 10/17/96)                10,000,000
                                                  16,675,000
                                                            
     Total Investments (Cost $34,596,608)*        34,596,608
- - 100.7%
     Other Assets and Liabilities - (0.7%)         (225,174)
     Net Assets - 100.0%                         $34,371,434
                                                            
                                                            
     *    Cost for federal income tax                       
purposes.
</TABLE>
See Notes to Financial Statements.
                              3
<PAGE>
<TABLE>
<CAPTION>
THE CHAPMAN FUNDS, INC.

STATEMENT OF ASSETS AND LIABILITIES - OCTOBER 31, 1995


                                               INSTITUTIONA
                                                     L
                               U.S. TREASURY       CASH
                                  MONEY FUND    MANAGEMENT
                                                      FUND
                                                     
<S>                                    <C>            <C>
ASSETS:                                        
Investments in securities                                   
(Amortized cost $34,596,608)       $34,596,608   (Note A)
(Note B)
Cash                                        38              
Accrued interest receivable              2,700              
Prepaid expenses                         4,020              
                                                            
Total assets                        34,603,366              
                                                            
                                                            
LIABILITIES:                                                
Accrued expenses (Note D)               82,525              
Distribution payable                   149,407              
                                                            
Total liabilities                      231,932              
                                                            
NET ASSETS                         $34,371,434              
                                                            
NET ASSETS:                                                 
At October 31, 1995, net                                    
assets consisted of:
Capital stock                          $34,371              
Capital paid-in                     34,337,063              
                                                            
Net assets, for 34,371,434                                  
outstanding common shares          $34,371,434
(Note C)
                                                            
NET ASSET VALUE PER SHARE                                   
($34,371,434 divided by                       
34,371,434 outstanding                   $1.00
shares)
                                                            
                                                            
</TABLE>
See Notes to Financial Statements.

                              4
<PAGE>
<TABLE>
<CAPTION>
THE CHAPMAN FUNDS, INC.

STATEMENT OF OPERATIONS - FOR THE YEAR ENDED OCTOBER 31,
1995


                                                INSTITUTION
                                                     AL
                                 U.S. TREASURY      CASH
                                   MONEY FUND    MANAGEMENT
                                                       FUND
                                                      
<S>                                       <C>         <C>
INVESTMENT INCOME:                              
Interest income (Note B)              $1,712,97   (Note A)
                                              0
                                                
                                                
                                                
EXPENSES:                                       
Management and administrative                   
fees
     (Note D)                           178,042 
Legal and auditing                       32,362 
Transfer and dividend                           
disbursing
     agent's fees                        19,549 
Custodian fees                           20,070 
Rating expense                           21,254 
Directors' fees and expenses              9,179 
(Note E)
Other                                       8,4 
                                             61
                                                
Total expenses before                   288,917 
reimbursement
                                                
Reimbursement of expenses                (66,57 
(Note D)                                     7)
                                                
Net expenses                             222,34 
                                              0
                                                
Net increase in net assets                      
resulting from operations            $1,490,630
                                                
</TABLE>
See Notes to Financial Statements.

                              5
<PAGE>
<TABLE>
<CAPTION>
THE CHAPMAN FUNDS, INC.

STATEMENTS OF CHANGES IN NET ASSETS

                       YEAR ENDED           YEAR ENDED
                        OCTOBER 31,          OCTOBER 31,
                          1995                 1994
                            INSTITUTI            INSTITUTIO
                    U.S.       ONAL      U.S.       NAL
                  TREASURY     CASH    TREASURY     CASH
                    MONEY   MANAGEMEN   MONEY    MANAGEMENT
                    FUND        T        FUND          FUND
                                  FUN                 
                                D
<S>               <C>           <C>    <C>            <C>
INCREASE IN NET                                  
ASSETS:
Operations:                                      
  Net increase in                                  
net assets                                       
resulting from         $1,4  (Note A)       $59   (Note A)
operations           90,630               8,949
                                                 
Dividends:                                       
  Distributions                                    
paid to                                
shareholders                           
from net                               
investment                             
income ($.0497         (1,4                 (59
and $.0294 per      90,630)              8,949)
share,
respectively)
(Note B)
                                                 
From Capital                                     
Share
Activities:
(at $1 per                                       
share)
  Proceeds from                                    
sales of shares    156,891,            32,248,1
                        847                  22
  Shares issued in                                 
reinvestment of                        
dividends from                         
net investment     1,179,37             555,199
income                    3
   Cost of shares                                   
redeemed           (143,710            (36,307,
                      ,447)                378)
Increase (decrease)                                
in net assets                          
derived from                           
capital share         14,36              (3,504
transactions          0,773               ,057)
                                                 
Total increase     14,360,7            (3,504,0  
(decrease)               73                 57)
                                                 
NET ASSETS:                                      
Beginning of           20,0              23,514  
year                 10,661                ,718
End of year        $34,371,            $20,010,  
                        434                 661
                                                 
</TABLE>                                         
See Notes to Financial Statements.

                              6
<PAGE>
<TABLE>
<CAPTION>
THE CHAPMAN FUNDS, INC.

FINANCIAL HIGHLIGHTS

The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the financial
statements.  It should be read in conjunction with the financial statements and
notes thereto.

                 YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED         YEAR ENDED
                 OCTOBER 31,    OCTOBER 31, 1994  OCTOBER 31, 1993  OCTOBER 31, 1992   OCTOBER 31, 1991
                    1995
                       INSTITU           INSTITU          INSTITUT           INSTITUT          INSTITUT
                U.S.   TIONAL    U.S.    TIONAL    U.S.    IONAL     U.S.     IONAL     U.S.     IONAL
               TREASU   CASH    TREASUR   CASH    TREASU    CASH   TREASUR     CASH   TREASUR    CASH
                 RY    MANAGEM     Y     MANAGEM    RY    MANAGEME    Y      MANAGEME    Y     MANAGEME
                MONEY    ENT     MONEY     ENT    MONEY      NT     MONEY       NT     MONEY      NT
                FUND    FUND     FUND     FUND     FUND     FUND     FUND      FUND     FUND     FUND
<S>                                                                                            
               <C>     <C>      <C>      <C>      <C>     <C>      <C>       <C>      <C>      <C>
Per Share                                                                                      
Operating
Performance
                                                                                               
  Net asset                                                                                             
value,           $1.00     --     $1.00     --     $1.00       --     $1.00      --      $1.00        --
beginning of

year..........
 ..............
 ..............
                                                                                               
Income from                                                                                    
Investment
Operations:
  Net           0.0497     --    0.0294     --    0.0241       --    0.0315      --     0.0619    0.0697
Investment
income........
 ....
                                                                                               
Distributions:                                                                                 
  From net      0.0497     --    0.0294     --    0.0241       --    0.0315      --     0.0619    0.0697
investment
income.....
                                                                                               
Net asset         1.00     --      1.00     --      1.00       --      1.00      --       1.00      1.00
value, end of
year........
                                                                                               
                                                                                               
                                                                                               
Total Return     5.09%     --     3.04%     --     2.44%       --     3.20%      --      6.37%     7.20%
                                                                                               
Ratios/Supplem                                                                                 
ental Data:
  Net Assets,                                                                                           
end of year     34,371     --    20.011     --    23,515       --    33,002      --     12,229        --
(000

omitted)......
 ..............
 .............
                                                                                               
Ratios to                                                                                      
Average Net
Assets:
                 0.75%     --     0.75%     --     0.75%       --     0.75%      --     0.75%*    0.75%*
Expenses......
 ..............
 ............
  Net            5.02%     --     2.94%     --     2.41%       --     3.15%      --      6.19%     6.97%
Investment
Income........
 .....
                                                                                                        
</TABLE>
*Chapman Capital Management, Inc. (the "Advisor") agreed to bear all expenses
(excluding income, excise and other taxes and extraordinary expenses) of the
Fund in excess of .75% of average daily net assets on an annual basis.  The
expense ratio of the U.S. Treasury Money Fund, had there been no reimbursement
of expenses by the Advisor, would have been .97%, 1.12%, 1.15%, 1.02%, and 1.13%
for the years ended October 31, 1995, 1994, 1993, 1992 and 1991, respectively.
The expense ratio of the Institutional Cash Management Fund, had there been no
reimbursement of expenses by the Advisor, would have been 1.14% for the year
ended October 31, 1991.
                                        7
<PAGE>
THE CHAPMAN FUNDS, INC.

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995


NOTE A - GENERAL

The    Chapman    Funds,    Inc.    (the    "Fund")    was    incorporated    on
November   22,   1988,   and   operates   as   a   series   fund.    There   are
currently    two    series,    the    U.S.    Treasury    Money    Fund     (the
"Money     Fund")     and    the    Institutional    Cash    Management     Fund
(the    "Cash    Management   Fund").    The   Fund   is   registered    as    a
diversified    open-end    management    investment    company     under     the
Investment    Company    Act    of    1940    (the    "1940    Act").     During
fiscal    year    1991,    the    Cash   Management    Fund    liquidated    its
portfolio    and    distributed    the    proceeds    to    its    shareholders.
Since      1991,      there     has     been     no     activity,      including
subscriptions    for    purchase   of   shares,   in   the    Cash    Management
Fund,    however,    the    Cash   Management   Fund   is    still    authorized
to    sell    shares    to    investors   meeting    the    qualifications    of
the Fund prospectus.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The    Fund    uses    the    amortized   cost   method,   which    approximates
market     value,     to     value     portfolio     securities     which     is
permitted   under   Rule   2a-7   of   the   1940   Act   provided   the    Fund
complies      with      certain     conditions.      The     amortized      cost
valuation    method   involves   valuing   a   security   at   its    cost    on
the     date    of    purchase    and    thereafter    assuming    a    constant
amortization    from    date   of   purchase   to   date    of    maturity    of
any discount or premium.

Repurchase Agreements

The     Fund's    custodian    takes    possession,    through    the    Federal
Book    Entry    System,   of   the   collateral   pledged    for    investments
in      repurchase     agreements.      The     underlying     collateral     is
valued    daily    to    ensure    that    the    value,    including    accrued
interest,   is   at   least   equal   to   the   repurchase   price.    In   the
event    of    default,   the   Fund   has   the   right   to   liquidate    the
collateral    and    apply    the    proceeds    in    satisfaction    of    the
obligation.

Securities Transactions and Investment Income

Securities     transactions    are    recorded    on     the     trade     date.
Interest income is recorded on the accrual basis.

Distributions to Shareholders

Dividends    to    shareholders    of    the    Fund    are    declared    daily
from     net     investment     income,     which     consist     of     accrued
interest    and    earned    discount    (including    both    original    issue
and    market    discount),   less   amortization    of    premium    and    the
accrued expenses applicable to the dividend period.

                              8
<PAGE>
THE CHAPMAN FUNDS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)


Federal Income Taxes

As     a     regulated    investment    company,    the    Fund     plans     to
distribute     sufficient    investment    income    and    security     profits
in    order   that,   under   the   Internal   Revenue   Code,   it   will   not
incur Federal income taxes.

NOTE C - CAPITAL STOCK

The    authorized    capital   stock   of   the    Fund    consists    of    ten
billion    shares,    par   value   of   $.001   per    share    divided    into
two     portfolios.     Each    portfolio    currently    consists    of    five
billion authorized shares.

NOTE D - MANAGEMENT ADVISORY AND ADMINISTRATIVE FEES

Chapman     Capital     Management,     Inc.     ("CCM")     acts     as     the
investment     advisor    and    administrator    for     the     Fund.      The
investment    advisory   and   administrative   fees   are    based    on    the
average    daily    net    assets   of   the    Fund    computed    at    annual
rates    of    .5%    and    .1%,   respectively.    For    the    year    ended
October    31,   1995,   these   expenses   were   $178,042   for   the    Money
Fund.     The    Cash   Management   Fund   did   not   incur    any    expenses
for the period ended October 31, 1995.

Effective     January    1,    1995,    CCM    serves    as     Transfer     and
Dividend     Disbursing    Agent    for    the    Fund     pursuant     to     a
Shareholder    Services    Agreement.     The    Fund    pays     CCM     $1,500
per    month    for    each   active   portfolio.    Prior   to    January    1,
1995,     these    services    were    provided    by    Fund/Plan     Services,
Inc.    ("Fund/Plan").     For    the    year    ended    October    31,    1995
expenses    for    these    services   amounted   to    $15,000    and    $4,549
for CCM and Fund/Plan, respectively.

CCM    agreed    to    assume   all   expenses   (excluding    income,    excise
and    other    taxes   and   extraordinary   expenses)   of   the    Fund    in
excess    of   .75%   of   average   daily   net   assets   on   an   annualized
basis     until    December    31,    1995.     Total    expenses     reimbursed
for    the    year   ended   October   31,   1995   were   $66,577    for    the
Money Fund.

NOTE E - DISTRIBUTION FEES AND RELATED PARTIES

Certain    officers    and    directors   of   the    Fund    are    "affiliated
persons",    as   defined   in   the   Investment   Company   Act    of    1940,
of the Advisor and Sub-Advisor.

Those       directors      who      are      not      "affiliated       persons"
(independent     directors)    receive    $1,000    plus    certain     expenses
from    the    Fund    for    each    Board   of    Directors    meeting    they
attend.

                              9
<PAGE>
To the Shareholders and Board of Directors of
  The Chapman Funds, Inc.


We have audited the accompanying statement of assets and
liabilities, including the schedule of portfolio
investments, of The Chapman Funds, Inc. (comprising,
respectively, the U.S. Treasury Money Fund and the
Institutional Cash Management Fund) as of October 31, 1995,
and the related statements of operations for the year then
ended, the statements of changes in net assets for each of
the two years in the period then ended, and financial
highlights for each of the five years in the period then
ended.  These financial statements and financial highlights
are the responibility of the Funds' management.  Our
responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements and financial
highlights are free of material misstatement.  An audit
includes examining, on a test basis, evidence suporting the
amounts and disclosures in the financial statements.  Our
procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian and
brokers.  An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opnion, the financial statements and financial
highlights referred to above present fairly, in all material
respects, the financial position of each of the respective
portfolios constituting The Chapman Funds, Inc. at October
31, 1995, the results of their operations for the year then
ended, the changes in their net assets for each of the two
years in the period then ended and financial highlights for
each of the five years in the period then ended in
conformity with generally accepted accounting principles.


                                   /S/ ERNST & YOUNG LLP


Baltimore, Maryland
November 10, 1995

                             10



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