The Apex Mid Cap Growth Fund
Soundview Plaza, 1266 East Main Street
Stamford, CT 06902 Telephone. (800) 831-9922
ANNUAL REPORT, JULY 31,1997
September 25, 1997
Enclosed is the Annual report of the Apex Mid Cap Growth Fund,
for the year ending July 31, 1997.
I am taking this opportunity to expound on the outlook for the
stock market and the economy for the foreseeable future. In
general, OUR VIEW ON STOCKS AND BONDS REMAINS BULLISH. I also
believe that small cap and mid cap stocks are likely to continue
to outperform large caps, as they have over the last few months.
THE ECONOMY CONTINUES TO BE IN GREAT SHAPE. There is a
continued fear that economic growth is picking up and that
sooner or later this will lead to inflationary pressures. This
line of reasoning is hard to justify when this is the seventh
year of the economic expansion and inflation is actually
declining.
THE GREENSPAN FED IS HOSPITABLE. In my view, the stock
market will be in trouble only if the Fed decided to take the
punch bowl away. Chairman Greenspan was recently quoted as
saying that official statistics understate gains in
productivity. In the current low inflation environment, this is
a big statement by the chairman. It is even more remarkable
that several prominent Wall Street gurus claim there are no
productivity gains. The so-called preemptive tightening is
highly unlikely due to Fed's inaction back in April when it
essentially lost a political battle. The Fed is unlikely to
raise interest rates until there is convincing evidence of an
inflationary spiral.
CORPORATE AND CONSUMER BEHAVIOR PREVENTS PRICE INCREASES. Not
only does business gravitate to the low cost producers, but the
consumer is also searching for and demanding the lowest price
for any good or commodity. Raising prices is extremely
difficult.
GLOBAL COMPETITIVE pressures are also responsible for keeping
inflation low in many parts of the world. Forget the new era
prophets and the old reflationists, this is just plain reality.
SENTIMENT IS SUBDUED. Despite of all this, it is worth noting
that bears exceed bulls, according to a recent Investor's
Intelligence survey. A significant number of Wall Street
market gurus remain very bearish.
MARKET NOTES:
1. The leadership is continuing to broaden. The cumulative
advance-decline line for NASDAQ stocks is just starting to move
up through it's 200-day moving average. In a strange way, the
bull market in average NASDAQ stock may be just starting.
2. The large-cap, DJIA-type stocks are starting to lag the
broader market. Some of the multinationals have come under
profit taking due to lackluster earnings reports, valuation
issues or the continued strength of the dollar.
3. The TECHNOLOGY sector continues red hot as there seems to be
very strong earnings momentum for computers and cellular-related
companies.
SUMMARY: I still do not see much risk of higher interest
rates. The current inflation rate is not only as low as 2%, but
is declining. We have very high real interest rates. The budget
deficit is declining. Overall borrowing needs of the economy
seem to be in low single digits. Before a cyclical correction
sets in, stocks should continue to march up.
s/d
Suresh L. Bhirud
Chairman of the Board
Page:1
Bhirud Funds, Inc.
The Apex Mid Cap Growth Fund
The line graph below shows how a $10,000 investment in the Fund
made on December 23,1992 (the date the fund began to invest in
assets other than cash or cash equivalents in accordance with
its investment objectives) would have become $7,761 (as of July
31,1997). The line graph shows how this compares to the
broad-based Standard & Poor's 500 Index and the Fund's
benchmark, the Standard & Poor's MidCap 400 Index, over the same
period.
[Graph]
The line graph includes the initial sales charge (the maximum
sales load of 5.75%) on the Fund (no comparable charge exists
for the Standard & Poor's indices). All Fund performance numbers
represent past performance numbers, and are no guarantee of
future results.
PAGE: 2
<TABLE>
THE APEX MID CAP GROWTH FUND
SCHEDULE OF INVESTMENTS REPORT DATE 31-Jul-97
<CAPTION>
Ticker CO. NAME Shares % MV Cost Value Market Value
<S> <C> <C> <C> <C>
COMMON STOCKS
NOVEN PHARMACEUTICAL * 2,000 36,120 20,500
TOTAL PLASTICS,RESINS,ELAS 1.21 36,120 20,500
VIVUS INC * 1,000 29,820 29,875
TOTAL PHARMACEUTICALS 1.76 29,820 29,875
TELEVIDEO SYS INC * 10,000 12,050 3,750
TOTAL COMPUTER & OFFICE EQ 0.22 12,050 3,750
XYLAN CORP * 4,000 80,280 65,000
TOTAL ELECTR, OTH ELEC EQ, 3.84 80,280 65,000
MOTOROLA INC 1,000 83,883 80,313
PREMISYS COMMUNICATI * 2,000 30,370 40,969
ZENITH ELECTRS CORP * 2,000 39,890 22,750
TOTAL HOUSEHOLD AUDIO & VI 8.51 154,143 144,031
ASCEND COMMUNICATION * 2,000 88,505 108,750
TOTAL TELE & TELEGRAPH APP 6.42 88,505 108,750
SANCTUARY WOODS * 1,000 26,070 24,125
TOTAL RADIO,TV BROADCAST, 1.43 26,070 24,125
PAIRGAIN TECHNOLOGIE * 1,000 21,758 21,500
TOTAL ELECTRONIC COMP, ACC 1.27 21,758 21,500
VISX INC DEL * 500 12,129 10,813
TRIMEDYNE INC * 5,000 38,750 12,500
IMATRON INC * 2,000 9,125 5,250
TOTAL MEAS & CONTROLLING D 1.69 60,004 28,563
BOSTON SCIENTIFIC CO * 2,000 91,140 143,500
TOTAL SURGICAL,MED INSTR,A 8.48 91,140 143,500
UNITED STATES SURGIC 700 32,330 25,988
TOTAL ORTHO,PROSTH,SURG AP 1.54 32,330 25,988
T-HQ INC. * 1,000 11,633 10,625
TOTAL GAMES,TOYS,CHLD VEH, 0.63 11,633 10,625
VALUJET INC * 2,000 15,140 12,500
TOTAL AIR TRANSPORT, SCHED 0.74 15,140 12,500
NETSCAPE COMMUNICATI * 20 0 734
CAI WIRELESS SYS INC * 5,000 62,375 5,000
TOTAL CABLE AND OTHER PAY 0.34 62,375 5,734
Page:3
SYQUEST TECHNOLOGY I * 5,000 12,338 14,063
TOTAL ELECTRONIC PARTS,EQ- 0.83 12,338 14,063
U S OFFICE PRODS CO * 1,000 35,185 28,875
TOTAL PAPER & PAPER PRODUC 1.71 35,185 28,875
COMPUSA INC * 1,000 21,945 26,875
TOTAL CMP AND CMP SOFTWARE 1.59 21,945 26,875
AMAZON COM. INC. * 1,000 26,570 28,750
TOTAL MISC SHOPPING GOODS 1.7 26,570 28,750
HANOVER DIRECT INC * 5,000 9,213 8,125
TOTAL HOBBY, TOY, AND GAME 0.48 9,213 8,125
SALOMON INC 1,400 80,948 88,813
TOTAL FINANCE-SERVICES 5.25 80,948 88,813
LEHMAN BROTHERS HLDG 2,000 75,890 99,625
E TRADE GROUP INC * 1,000 24,570 30,500
TOTAL SECURITY BROKERS & D 7.69 100,460 130,125
SYMANTEC CORP * 1,000 20,945 24,063
COMPUTER ASSOCIATE I 1,000 65,935 68,063
ADOBE SYS INC 2,000 72,265 74,750
TOTAL CMP PROGRAMMING,DATA 9.86 159,145 166,875
INTUIT INC * 1,000 52,250 25,188
DSP GROUP INC * 1,000 21,508 22,500
CITRIX SYS INC * 2,600 57,732 123,175
ASPEN TECHNOLOGY INC * 1,000 36,570 41,750
APPLIX INC * 3,000 107,960 18,188
COMPUTERVISION CORP * 5,000 55,350 17,188
TOTAL PREPACKAGED SOFTWARE 14.65 331,370 247,988
SPYGLASS INC. * 2,000 18,390 15,750
TOTAL CMP PROCESSING,DATA 0.93 18,390 15,750
CAMELOT CORP. * 625 110,313 2,188
ACCESS HEALTH INC * 3,500 76,808 92,750
TOTAL COMPUTER RENTAL AND 5.61 187,120 94,938
DISNEY WALT HLDG CO 1,000 84,695 80,813
ANCHOR GAMING * 1,000 40,695 69,000
TOTAL MISC AMUSEMENT & REC 8.85 125,390 149,813
VISTA 2000 INC * 4,000 44,280 1,000
SANCTUARY WOODS * 400 54,990 500
TOTAL OTHER 0.09 99,270 1,500
Page:4
TOTAL COMMON STOCKS 97.29 1,928,708 1,646,928
COMMON STOCKS SHORT SELLS
ZITEL CORP * -2,000 -35,274 -45,000
TOTAL COMPUTER & OFFICE EQ -2.66 -35,274 -45,000
NOVELLUS SYSTEMS INC * -1,000 -73,748 -105,000
TOTAL ELECTRONIC COMPUTERS -6.2 -73,748 -105,000
TOTAL COMMON STOCKS - SHORT SELLS -8.86 -109,021 -150,000
STAR BANK REPO'S 1,000 0.06 1,000 1,000
TOTAL SECURITY INVESTMENTS 1,820,687 1,497,928
TOTAL INVESTMENTS 1,820,687 1,497,928
OTHER ASSETS (LESS LIABILITIES) 194,895 194,895
NET ASSETS 100 1,692,823
NET ASSETS VALUE PER SHARE 6.93
OFFERING PRICE PER SHARE 7.35
<FN>
* Non - income producing securities
See accompanying Notes to Financial Statements
</FN>
</TABLE>
Page: 5
THE APEX MID CAP GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES JULY 31, 1997 (AUDITED)
ASSETS
Investment Securities at Value $1,497,928
(Identified cost - $1,820,687) (Note 1)
Receivable From Advisor (Note 4) 17,798
Deferred organization expenses (Note 5) 9,889
Dividends receivable 133
Due from broker - Short sells 192,058
Total Assets $1,717,806
LIABILITIES
Payables:
Cash - Overdraft 6,995
Other accrued expenses $ 17,988
Total Liabilities ($24,983)
NET ASSETS (Equivalent to $6.93 per share based on
244,425 shares outstanding) $ 1,692,823
COMPOSITION OF NET ASSETS:
Paid in Capital $ 2,852,820
Distribution in excess of accumulated
Net Realized gain (837,238)
Accumulated Net Investment Income --
Net Unrealized Depreciation of Investments (322,759)
Total Net Assets $1,692,823
STATEMENT OF OPERATIONS (AUDITED) FOR THE YEAR ENDED JULY 31,1997
INVESTMENT INCOME
Dividends $ 970
Interest $ 7,289
EXPENSES
Audit $ 6,036
Fund Accounting 10,499
Transfer Agent (Note 6) 9,780
Legal 5,000
Miscellaneous 1,353
Shareholder Report 4,933
Directors 12,000
Registration 1,269
Organization (Note 5) 19,800
Insurance 1,658
Fund Administration (Note 4) 3,236
Custodian 6,972
Investment Advisor (Note 4) 16,182
Dividends on Short Sales 842
12b-1 Fees 4,040
Total Expenses (103,600)
Expense Reimbursement/ waived by Advisor (Note 4) 19,418
Expense net of Reimbursement/ waiver (84,182)
NET INVESTMENT LOSS $ ( 75,923)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net Realized Gain (Loss) on Investments $(198,579)
Change in Unrealized Appreciation (Depreciation) of
Investments 300,684
NET REALIZED/UNREALIZED GAIN (LOSS) ON INVESTMENTS $102,105
NET (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $26,182
See accompanying Notes to Financial Statements PAGE: 6
THE APEX MID CAP GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS JULY 31,1997 (AUDITED)
For year Ended For year Ended
July 31, 1997 July 31,1996
INCREASE (DECREASE) IN NET ASSETS
Net Investment Income/ (loss) $ (75,923) $ (83,993)
Net Realized Gain / (loss) on investment
Securities Sold (198,579) 322,785
Net unrealized appreciation/(depreciation) of
Investments 300,684 (1,000,785)
Net Increase (Decrease) in Net Assets Resulting
from Operations $ 26,182 $ (761,993)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Dividend distributions paid 83,993 117,118
Capital Gains 00 00
Total Distributions 83,993 117,118
CAPITAL SHARE TRANSACTIONS
Shares Sold 708,471 141,665
Shares issued in lieu of Cash Distributions (83,993) (117,118)
Cost of shares Redeemed (896,690) (4,114,309)
Increase (Decrease) in Net Assets Due to
Capital Share Transactions (272,212) (4,089,762)
TOTAL INCREASE (DECREASE) IN NET ASSETS (162,037) (4,734,637)
NET ASSETS BEGINNING OF PERIOD 1,854,860 6,589,497
NET ASSETS END OF PERIOD $ 1,692,823 $ 1,854,860
FINANCIAL HIGHLIGHTS FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD (AUDITED)
For the For the For the
Year Ended Year Ended Year Ended
July 31 July 31 July 31
1997 1996 1995
NET ASSET VALUE, BEGINNING OF PERIOD $7.18 $9.71 $10.50
Income/(Loss) from Investment Operations:
Net Investment Income/(Loss) (0.33) (0.35) (0.14)
Net Gain/(Loss) on Securities (Both
Realized and Unrealized) 0.44 (2.63) 0.86
Total from Investment Operations 0.11 (2.98) 0.72
Distributions:
Dividend Distributions Paid (0.36) 0.45 0.00
Distributions from Capital Gains 0.00 0.00 (1.51)
Total Distributions 0.00 0.00 (1.51)
NET ASSET VALUE, END OF PERIOD $ 6.93 $ 7.18 $ 9.71
Total Return (Not Reflecting Sales Load) (3.48)% (26.05)% 8.97%
Ratios/Supplemental Data:
Net Assets, End of Period (in thousands) $1,693 $1,855 $6,589
Ratios to Average Net Assets:
Expenses 5.25% 2.52% 2.68%
Net Investment Income/(Loss) (4.73)% (2.11)% (1.02)%
Effect of Reimbursements/Waivers on
Above Ratios 1.21% 1.28% 0.19%
Portfolio Turnover Rate 275.55% 320.89% 224.77%
Average Commission Rate Paid $/Share $ 0.06 $ 0.0413 $ 0.0586
* Based on weighted average shares outstanding
** Not annualized
See accompanying Notes to Financial Statements PAGE: 7
THE APEX MID CAP GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED JULY 31, 1997
1. SIGNIFICANT ACCOUNTING POLICIES
Bhirud Funds, Inc. (the "Fund") is a diversified open-end
management investment company currently consisting of The Apex
Mid Cap Growth Fund portfolio (the "Portfolio"). The Fund was
incorporated in Maryland on May 27, 1992. Prior to November 4,
1992 (commencement of operations), the Fund had no operations
other than the sale of 10,000 shares of stock on August 4, 1992
at a cost of $100,000 to Thomas James MidCap Partners
representing the initial capital. The following is a summary of
significant accounting policies followed by the Fund:
SECURITY VALUATION
Readily marketable portfolio securities listed on the New York
Stock Exchange are valued at the last sale price reflected at
the close of the regular trading session of the New York Stock
Exchange on the business day as of which such value is being
determined. If there has been no sale on such day, the
securities are valued at the mean of the closing bid and asked
prices on such day. If no bid or asked prices are quoted on
such day, then the security is valued by such method as the
Board of Directors shall determine in good faith to reflect its
fair value. Readily marketable securities not listed on the New
York Stock Exchange but listed on other national securities
exchanges or admitted to trading on the National Association of
Securities Dealers Automated Quotations, Inc. ("NASDAQ")
National List are valued in like manner. Portfolio securities
traded on more than one national securities exchange are valued
at the last price on the business day as of which such value is
being determined as reflected on the tape at the close of the
exchange representing the principal market for such securities.
Readily marketable securities traded in the over-the-counter
market, including listed securities whose primary market is
believed by the Advisor to be over-the-counter but excluding
securities admitted to trading on the NASDAQ National List, are
valued at the mean of the current bid and asked prices as
reported by NASDAQ or, in the case of securities not quoted by
NASDAQ, the National Quotation Bureau or such other comparable
sources as the Board of Directors deem appropriate to reflect
their fair value.
United States Government obligations and other debt instruments
having sixty days or less remaining until maturity are stated at
amortized cost. Debt instruments having a greater remaining
maturity will be valued at the highest bid price obtained from a
dealer maintaining an active market in that security or on the
basis of prices obtained from a pricing service approved as
reliable by the Board of Directors.
SECURITY TRANSACTIONS AND INVESTMENT INCOME
Security transactions are accounted for on the dates the
securities are purchased or sold (the trade dates), with
realized gain and loss on investments determined by using
specific identification as the cost method. Interest income
(including amortization of premium and discount, when
appropriate), is recorded as earned. Dividend income and
dividends and capital gain distributions to shareholders are
recorded on the ex-dividend date.
FEDERAL INCOME TAXES
The Fund intends to qualify as a "regulated investment company"
under Subchapter M of the Internal Revenue Code and distribute
all of its taxable income to its shareholders. Therefore, no
federal income tax provision is required.
Page: 8
2. CAPITAL STOCK TRANSACTIONS
The Articles of Incorporation, dated May 27, 1992 permit the
Fund to issue twenty billion shares (par value $0.001).
Transactions in shares of common stock for the year ended July
31, 1997 were as follows:
Shares Amount
Beginning Balance 258,430 $ 3,210,763
Shares Sold 105,790 708,471
Shares Issued in Reinvestment
of Dividend s 0 (83,993)
Shares Redeemed ( 119,795) ( 896,690)
Net Increase (Decrease) ( 14,005) ( 272,212)
Ending Balance 244,425 $2,938,551
3. INVESTMENTS
Purchases and sales of securities for the year ended July 31st,
1997 other than short-term securities, aggregated $3,550,784 and
$3,955,809, respectively. There were short sale transactions for
the year ended July 31, 1997 which aggregate $ 634,266 of
purchases and $ 617,167 of sales. The cost of securities is
substantially the same for Federal income tax purposes.
For Federal income tax purposes:
Aggregate Cost $1,820,687
Gross Unrealized Appreciation 253,950
Gross Unrealized Depreciation (576,709)
Net Unrealized Depreciation ($322,759)
Short-Selling. The Fund is engaged in short selling which
obligates the Fund to replace the security borrowed by purchasing the
security at current market value. The Fund would incur a loss if
the price of the security increases between the date of the
short sale and the date on which the Fund replaces the borrowed
security. The Fund would realize a gain if the price of the
security declines between those dates. Until the Fund replaces
the borrowed security, the Fund will deposit collateral with the
broker-dealer, usually cash, U.S. government securities, or
other highly liquid securities, sufficient to cover its short
position. Securities sold short at July 31, 1997 and their
related market values and proceeds are set forth in the Schedule
of Securities Sold Short.
4. INVESTMENT ADVISORY CONTRACT
The Fund employs Bhirud Associates, Incorporated (the "Advisor")
to provide a continuous investment program for the Fund's
portfolio, provide all facilities and personnel, including
Officers required for its administrative management, and to pay
the compensation of all Officers and Directors of the Fund who
are affiliated with the Advisor. As compensation for the
services rendered and related expenses borne by the Advisor, the
Fund pays the Advisor a fee, computed and accrued daily and
payable monthly, equal to 1.00% of the first $250 million of the
average net assets of the Portfolio; 0.75% of the average net
assets of the Portfolio between $250 and $500 million; and 0.65%
of the average net assets of the Portfolio over $500 million.
The Advisor has voluntarily agreed to reimburse the Fund in the
event the Fund's expenses exceed certain prescribed limits.
Page:9
During the fiscal year ended July 31, 1997 the Advisor elected
to defer the payment of Advisor fees payable in amount of
$16,182. Total reimbursements in the amount of $17, 798 have
been accrued for the fiscal year 1997. The Advisor has
voluntarily agreed to waive these fees, considering the small
assets of the Fund. The Advisory and Administrative Services
Contracts provide that if, in any fiscal year, the aggregate
expenses of a Fund, excluding interest, taxes, brokerage and
extraordinary expenses, but including the Advisory and
Administrative Services fees, exceed the expense limitation of
any state in which the Trust is registered for sale, the Funds
may deduct from fees paid to the Advisor and Administrator their
proportionate share of such excess expenses to the extent of the
fees payable. Currently, the most restrictive state limitation
is 2.5% of the first $30 million, 2% of the next $70 million and
1.5% of the excess over $100 million of the average value of the
Fund's net assets.
The Fund retained Bhirud Associates, Inc. ("BAI") to act as
Administrator for the Fund from November 1, 1994. BAI provided
administrative services for the Fund. During the fiscal year
ended July 31, 1997 the Administrator elected to defer the
payment of Administrative service fees payable in amount of
$3,236.
From December 1, 1996, the Star Bank , N.A.. has been providing
custodian services and fund accounting, and transfer agency
functions are provided by American Data Services for the Fund.
5. ORGANIZATION EXPENSES
The organization and start-up expenses of the Fund are being
amortized on a straight line basis over a period of 60 months.
The initial shareholder has agreed in the event that any of the
initial 10,000 shares it owns are redeemed during the period of
amortization of the Fund's organization and start-up expenses,
the redemption proceeds will be reduced by any such unamortized
organizational expenses in the same proportion as the number of
shares being redeemed bears to the initial shares outstanding at
the time of redemption.
6. DISTRIBUTION PLAN
The Fund's Board of Directors has adopted a distribution plan
(the "Plan") under Section 12(b) of the Investment Company Act
of 1940 and Rule 12b-1 thereunder. The Plan provides that the
Portfolio may bear certain expenses and costs which in the
aggregate are subject to a maximum of 0.25% per annum of the
Portfolio's average daily net assets. For the year ended July
31st, 1997, the Fund has incurred distribution costs of $2,475
payable to H. J. Meyers and $1,135 payable to Bhirud Associates,
Inc.
7. TRANSACTIONS WITH AFFILIATES
During the year ended July 31st, 1997 the Fund paid $ 935
brokerage commissions to Bhirud Associates, Inc.
8. RECLASSIFICATION OF CAPITAL ACCOUNTS
In accordance with generally accepted accounting principals, the
Fund recorded reclassifications in the capital accounts. The
Fund recorded a permanent book/tax difference of $(75,923) as of
July 31, 1997, from undistributed net investment income to paid
in capital. These reclassifications have no impact on net asset
value of the Fund and are designed generally to present
undistributed income and realized gains on a tax basis which is
considered to be more informative to the shareholder.
Page: 10
Report of Independent Certified Public Accountants'
The Shareholders and Board of Directors
Bhirud Funds, Inc.
We have audited the accompanying statement of assets and
liabilities of the Apex Mid Cap Growth Fund (a portfolio of
Bhirud Funds, Inc.), including the portfolio of investments, as
of July 31, 1997, and the related statement of operations, the
statement of changes in net assets, and financial highlights for
the year then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial
statements and financial highlights based on our audit. The
financial statements and financial highlights of the Apex Mid
Cap Growth Fund (formerly known as the Bhirud Mid Cap Growth
Fund) (a portfolio of Bhirud Funds, Inc.) as of July 31, 1995
and 1994, and for the years then ended, were audited by other
auditors whose reports dated August 31, 1995 and September 7,
1994, respectively, expressed unqualified opinions on those
financial highlights.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform our audit to obtain reasonable assurance about whether
the financial statements and financial highlights are free of
material misstatements. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of
securities owned as of July 31, 1997 by correspondence with the
custodian. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial
highlights referred to above present fairly in all material
respects, the financial position of the Apex Mid Cap Growth Fund
at July 31, 1997, the results of its operations, changes in its
net assets and the financial highlights for the year then ended,
in conformity with generally accepted accounting principles.
Van Buren & Hauke, LLC
Certified Public Accountants
63 Wall Street, Suite 2501
New York, NY 10005
September 23, 1997
Page:11
THE APEX MID CAP GROWTH FUND
SOUNDVIEW PLAZA
1266 EAST MAIN STREET
STAMFORD, CT 06902
(800) 831-9922
BOARD OF DIRECTORS
Suresh L. Bhirud* Chairman of the Board;President of
Bhirud Associates, Inc.
Alexander N. Crowder, III Management Consultant
Harish L. Bhirud* Bhirud Funds Inc..
M. John Sterba, Jr. Chairman of Investment
Management Advisors, Inc.
Tim Fenton Partner, Fenton & Zelenetz, Inc.
* "Interested person" as defined in the Investment Company Act
of 1940.
OFFICERS
Suresh L. Bhirud* Chairman of the Board & Treasurer
Harish L. Bhirud* Vice-President
Investment Advisor & Distributor Bhirud Associates, Inc.
Administrator Bhirud Associates, Inc.
Custodian Star Bank, N.A.
Legal Counsel Battle Fowler
Independent Auditors Van Buren & Hauke, LLC
Page:12