LEHMAN BROTHERS FUNDS INC
N-30B-2, 1996-03-01
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                          LEHMAN BROTHERS FUNDS, INC.



                                     LEHMAN
                                 SELECTED GROWTH
                                 STOCK PORTFOLIO





                                     ANNUAL
                                     REPORT

                          FOR THE FISCAL PERIOD ENDED
                               DECEMBER 31, 1995



                                 LEHMAN BROTHERS

<PAGE>

THIS  REPORT  IS FOR THE  GENERAL  INFORMATION  OF THE  SHAREHOLDERS  OF  LEHMAN
SELECTED GROWTH STOCK PORTFOLIO.  ITS USE IN CONNECTION WITH ANY OFFERING OF THE
FUND'S  SHARES IS  AUTHORIZED  ONLY IF  ACCOMPANIED  OR  PRECEDED  BY THE FUND'S
CURRENT PROSPECTUS.

<PAGE>

DEAR SHAREHOLDER:

     We are pleased to provide the attached Report to Shareholders of the Lehman
Selected Growth Stock Portfolio (the "Fund") for the fiscal period ended
 December
31, 1995. The report on the Fund's overall  performance  results for the year is
included under "Management  Discussion & Performance Analysis" on page 2 of this
report.

OUTLOOK FOR 1996 

     We continue to have a positive outlook for 1996, however our expectation is
for heightened  market  volatility.  With the long bond at 6%, we believe that a
company  growing 15% to 20% can justify a fairly hefty  multiple.  Thus, in this
climate, any earnings shortfall or subtle change in expectations,  regardless of
how minor,  equates to a meaningful  correction in price. We are,  nevertheless,
optimistic. The combination of decelerating economic growth and benign inflation
represents  an  environment  where growth is hard to find.  We believe this is a
healthy climate for small- to mid-cap growth stocks to outperform the market.

     Some  themes we are  especially  interested  in this year: 

     Companies that provide integrated  solutions to business.  The fast pace at
which new  technologies  are introduced has companies  confused.  This confusion
should be favorable for those  businesses  that adapt new  technologies to offer
solutions for specific business problems,  or train the professionals  needed to
provide in-house technical expertise. 

     Companies  that  educate.  Obsolete  is a  term  often  applied  to an  old
technology,  but in our society there are many relatively young  individuals who
need  additional  skills to stay  competitive  in the job  market.  Furthermore,
employed adults often require  additional  skills to accomplish their tasks more
efficiently.  Advances in  technology  allow  education  to be brought  into the
workplace  interactively,  making training easier to accomplish.

     Companies that specialize in outsourced services. One of the easiest ways a
business  can  downsize is to eliminate  functions  that can be  performed  more
economically  by outside  vendors.  We believe that  businesses in this category
have a potential  economic  advantage  over an in-house  effort because they can
attract and retain the talent while  building  the volumes  necessary to achieve
peak efficiency.

     We are  encouraged by the Fund's  prospects for the upcoming year and thank
our shareholders for your continued support.

Sincerely,

/s/ Andrew D. Gordon
Andrew D. Gordon
President

February 27, 1996

                                       1


<PAGE>

MANAGEMENT DISCUSSION AND PERFORMANCE ANALYSIS

     The Fund's aggregate total return from inception  through December 31, 1995
was 48.02%,  which compares favorably with the broader equity indices as well as
other  funds  with  similar  investment  objectives.  We  attribute  the  strong
performance to a favorable climate for equities in general and for growth issues
in  particular.  That  environment  also favored our  investment  approach which
concentrates  on businesses  across a range of  industries  that are healthy and
growing,  with  characteristics  that lend themselves to consistent  growth, and
with valuations that make sense. We started the year with a heavy  concentration
in technology.  However,  as the year  progressed we shifted our emphasis to the
health care sector which had lagged in performance  during the first half of the
year but whose fundamentals were improving.

     Since our last  report to  shareholders  for the fiscal year ended July 31,
1995, the Fund advanced 10.82% comparing  favorably with the Lipper Mid-Cap Fund
Average which  advanced  5.81% and the Russell 2000 Index which  advanced  6.14%
during that same time span. Our  outperformance  reflects a reduced  exposure to
technology and a concurrent increase in health care holdings.

                                       2
<PAGE>

LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO -- CDSC SHARES

Description of the plot points for the graph in the report.

Lehman  Brothers  Funds,  Inc. 
Lehman  Selected Growth Stock Portfolio -- CDSC
Shares vs Russell 2000 Index and Lipper Mid Cap Fund  Average  Growth of $10,000
Investment

                              
<TABLE>
<CAPTION>
                                                                Lehman
                                                               Selected
                        Lipper Mid Cap      Russell 2000     Growth Stock
                         Fund Average          Index           Portfolio
<S>                       <C>                 <C>             <C>    
05/20/94                   $10,000             $10,000         $10,000
05/31/94                   $10,000             $10,000         $ 9,920
06/30/94                   $ 9,579             $ 9,660         $ 9,670 
09/30/94                   $10,399             $10,332         $10,270
12/31/94                   $10,308             $10,141         $10,223
03/31/95                   $10,963             $10,609         $11,234
06/30/95                   $11,981             $11,603         $12,396
09/30/95                   $13,492             $12,749         $13,887
12/31/95                   $13,662             $13,026         $14,802

</TABLE>



Lehman Selected
Growth Stock
Portfolio -- CDSC
Shares Aggregate
Total Return
for period ended
December 31, 1995*

   Since Inception
      05/20/94

       Fund:
      48.02%

 Russell 2000 Small
Capitalization Index
      30.26%

   Period Ended
     12/31/95*

      Fund:
     10.82%


The graph  above  shows the results of a  hypothetical  $10,000  invested in the
Lehman  Selected  Growth  Stock  Portfolio  (the "Fund") -- CDSC Shares from the
inception of the Fund,  compared to a  theoretical  investment of $10,000 in the
respective indices over the same period. (Index results are calculated beginning
the first day of the month following the commencement of the Fund's operations.)
The results for the Fund  reflect the waiver of a portion of fees by the Adviser
and Administrator of the Fund for the period  indicated.

The Russell 2000 Small Capitalization  Index is a capitalization  weighted total
return  index  which  is  comprised  of 2000 of the  smallest  capitalized  U.S.
domiciled  companies  whose  common  stock is traded in the U.S. on the New York
Stock  Exchange,  American  Stock  Exchange and NASDAQ.  The Lipper Mid-Cap Fund
Average was  derived  from a universe  of only those  mutual  funds that were in
existence  as of the  inception  date of the Fund and are  comprised  of mid-cap
funds tracked by Lipper  Analytical  Services,  Inc.

NOTE: The performance  shown  represents past performance and is not a guarantee
of future  results.  A portfolio's  share price and investment  return will vary
with market  conditions,  and the value of shares,  when redeemed,  may be worth
more or less than the  original  cost.  Also,  the  figures  shown  above do not
reflect  the effect of any sales  charge. 

+ Assumes the reinvestment of all dividends and distributions.

* The Fund's  fiscal year end was changed from July 31 to December 31. The total
  return is for the period August 1, 1995 through December 31, 1995.

                                       3

<PAGE>

Description of pie chart in the report.

INDUSTRY BREAKDOWN

<TABLE>
<S>                                      <C>  
Computer & Computer Services             22.2%
Healthcare                               13.6%
Electric                                 11.2%
Medical & Dental Equipment                7.6%
Financial Services                        6.7%
Pharmaceuticals                           5.2%
Telecommunications                        4.9%
Administrative Services                   4.1%
Other Common Stocks                      21.2%
Repurchase Agreement and
 Net Other Assets and Liabilities         3.3%
                                        100.0%
</TABLE>

TOP TEN HOLDINGS        

<TABLE>
<CAPTION>
                                     PERCENTAGE OF
COMPANY                                NET ASSET
<S>                                       <C> 
Apollo Group Inc., Class A                3.5%
Policy Management Systems Corporation     3.2
Paychex, Inc.                             3.0
Health Management Systems, Inc.           2.6
Kent Electronics Corporation              2.6
IDEXX Laboratories Inc.                   2.6
Scholastic Corporation                    2.2
Apria Healthcare Group Inc.               1.9
Watson Pharmaceuticals Inc.               1.9
Fritz Companies, Inc.                     1.9
                                         25.4%
</TABLE>

                                       4

<PAGE>

LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
PORTFOLIO OF INVESTMENTS                                      DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                                                 VALUE
SHARES                                                                         (NOTE 1)
<S>               <C>                                                      <C>  
COMMON STOCKS - 96.7%
COMPUTER & COMPUTER SERVICES - 22.2%
        13,000     Adaptec Inc.**                                           $     533,000
         5,000     Adobe Systems Inc.                                             310,000
        14,000     America OnLine Inc.**                                          525,000
        20,000     American Management Systems Inc.**                             600,000
        10,000     Barra Inc.**                                                   170,000
        25,000     BISYS Group, Inc.**                                            768,750
         4,000     Cabletron Systems, Inc.**                                      324,000
        15,000     Cadence Design Systems, Inc.**                                 630,000
        15,000     Compshare Inc.**                                               390,000
        10,000     Data General Corporation**                                     137,500
         7,500     Datametrics Corporation**                                       59,063
        10,000     DST Systems, Inc.**                                            285,000
        10,000     HCIA Inc.**                                                    467,500
         5,000     Intuit Inc.**                                                  390,000
         3,000     Netcom On-Line Communication Services, Inc.**                  108,000
         5,000     NetStar Inc.**                                                  91,250
        20,000     Orbital Sciences Corporation**                                 255,000
        30,000     Pace Health Management Systems, Inc.**                          78,750
        30,000     Policy Management Systems Corporation**                      1,428,750
        10,000     PsiNet Inc.**                                                  228,750
        10,000     Quarterdeck Corporation**+                                     275,000
         7,000     Softdesk, Inc.**                                               138,250
        15,000     Software 2000 Inc.**                                           116,250
        20,000     Stac Inc.**                                                    287,500
        10,000     Sterling Software Inc.**                                       623,750
         5,000     Sun Microsystems Inc.**                                        228,125
        10,000     Symantec Corporation**                                         232,500
        10,000     Tecnomatix Technologies Ltd.**                                 125,000
                                                                                9,806,688

HEALTHCARE - 13.6%
        30,000     Apria Healthcare Group Inc.**                                  847,500
         9,000     Biogen, Inc.**                                                 553,500
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.
                                       5

<PAGE>


LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
PORTFOLIO OF INVESTMENTS (CONTINUED)                           DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                                VALUE
SHARES                                                                         (NOTE 1)
<S>                <C>                                                     <C>   
COMMON STOCKS (CONTINUED)
HEALTHCARE (CONTINUED)
        20,000     Cell Genesys Inc.**                                      $     200,000
        10,000     Community Health Systems, Inc.**                               356,250
        10,000     Genzyme Corporation - General Division**                       623,750
        30,000     Genzyme Corporation - Tissue Repair**                          476,250
        30,000     Health Management Systems, Inc.**                            1,170,000
        20,000     HEALTHSOUTH Corporation**                                      582,500
        14,000     Inphynet Medical Management, Inc.**                            336,000
        15,400     Integrated Health Services Inc.**                              385,000
        20,000     Ostex International Inc.**                                     385,000
         7,500     Pediatric Services of America, Inc.**                          118,125
                                                                                6,033,875

ELECTRIC - 11.2%
        20,000     Amphenol Corporation, Class A**                                485,000
        10,000     Franklin Electric Publishing, Inc.**                           295,000
        30,000     International Rectifier Corporation**                          750,000
        12,000     Kemet Corporation                                              286,500
        19,550     Kent Electronics Corporation**                               1,141,231
        20,000     LTX Corporation**                                              182,500
        10,000     Mackie Designs Inc.**                                          112,500
         6,000     SGS-THOMSON N.V.**                                             241,500
         8,000     S3 Inc.**                                                      141,000
        15,000     Thermotrex Corporation**                                       750,000
        10,000     Unitrode Corporation**                                         282,500
        10,000     Xilinx Inc.**                                                  305,000
                                                                                4,972,731

MEDICAL & DENTAL EQUIPMENT - 7.6%
        24,000     IDEXX Laboratories Inc.**                                    1,128,000
        10,000     Maxxim Medical, Inc.**                                         167,500
        25,000     Neopath, Inc.**                                                581,250
        10,000     Physician Sales & Services Inc.**                              285,000
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.
                                       6
<PAGE>


LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
PORTFOLIO OF INVESTMENTS (CONTINUED)                           DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                                                VALUE
SHARES                                                                         (NOTE 1)
<S>                <C>                                                     <C>    
COMMON STOCKS (CONTINUED)
MEDICAL & DENTAL EQUIPMENT (CONTINUED)
        15,000     Thermedics Inc.**                                        $     416,250
        10,000     Thermo Cardiosystems Inc.**                                    772,500
                                                                                3,350,500

FINANCIAL SERVICES - 6.7%
        39,999     Apollo Group Inc., Class A**                                 1,564,961
        30,000     Equifax Inc.                                                   641,250
        20,000     Medaphis Corporation**                                         740,000
                                                                                2,946,211

PHARMACEUTICALS - 5.2%
        10,000     Elan Corporation Plc, Sponsored ADR**                          486,250
        10,000     R.P. Scherer Corporation**                                     491,250
        10,000     Teva Pharmaceutical Industries, Ltd.                           463,750
        17,200     Watson Pharmaceuticals Inc.**                                  842,800
                                                                                2,284,050

TELECOMMUNICATIONS - 4.9%
        25,000     ECI Telecom Ltd.                                               570,312
        15,000     PictureTel Corporation**                                       646,875
        30,000     Precision Systems Inc.**                                       405,000
        15,000     Satellite Technology Management, Inc.**                        288,750
        10,000     Transaction Network Service, Inc.**                            250,000
                                                                                2,160,937

ADMINISTRATIVE SERVICES - 4.1%
        15,000       Fiserv Inc.**                                                450,000
        27,000       Paychex, Inc.                                              1,346,625
                                                                                1,796,625
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.
                                       7

<PAGE>


LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
PORTFOLIO OF INVESTMENTS (CONTINUED)                           DECEMBER 31, 1995

<TABLE>
<CAPTION>

                                                                                VALUE
SHARES                                                                        (NOTE 1)
<S>               <C>                                                      <C>    
COMMON STOCKS (CONTINUED)
BROADCASTING - 3.6%
        18,000     Clear Channel Communications, Inc.**                     $     794,250
        10,000     Emmis Broadcasting Corporation, Class A**                      310,000
           500     Infinity Broadcasting Corporation, Class A**                    18,625
        10,000     LIN Television Corporation**                                   297,500
         6,000     United Video Satellite Group, Inc., Class A**                  162,000
                                                                                1,582,375

CONSUMER SERVICES - 3.5%
        10,000     Hagar Corporation                                              180,000
        15,000     Learning Tree International, Inc.**                            234,375
        15,000     Pronet, Inc.                                                   442,500
        20,000     Regis Corporation**                                            480,000
        20,000     SCP Pool Corporation**                                         209,063
                                                                                1,545,938

RETAIL - 3.2%
        25,000     Duty Free International Inc.                                   400,000
        10,000     MSC Industrial Direct Company, Class A**                       275,000
        15,000     Office-Max Inc.**                                              335,625
        10,000     Tandy Corporation                                              415,000
                                                                                1,425,625

PUBLISHING - 3.0%
        15,000     Desktop Data Inc.**                                            367,500
        12,500     Scholastic Corporation**                                       971,875
                                                                                1,339,375

TRANSPORTATION - 1.9%
        20,000     Fritz Companies, Inc.**                                        830,000

INSURANCE - 1.5%
        12,000     MGIC Investment Corporation                                    651,000

</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.
                                       8
<PAGE>


LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
PORTFOLIO OF INVESTMENTS (CONTINUED)                           DECEMBER 31, 1995
<TABLE>
<CAPTION>


                                                                                VALUE
SHARES                                                                         (NOTE 1)
<S>               <C>                                                       <C>    
COMMON STOCKS (CONTINUED)
ENTERTAINMENT - 1.1%
        10,000     Carnival Corporation                                      $    243,750
        10,000     GTECH Holdings Corporation**                                   260,000
                                                                                  503,750

MISCELLANEOUS - 3.4%
         9,000     Applied Materials Inc.**                                       354,375
        15,000     Cort Business Services Corporation**                           247,500
        17,600     Dimark Inc.**                                                  255,200
        10,000     Sealed Air Corporation                                         281,250
        15,000     Thermo Fibertek Inc.**                                         339,375
                                                                                1,477,700

TOTAL COMMON STOCKS (Cost $33,354,966)                                         42,707,380

     PRINCIPAL
     AMOUNT
REPURCHASE AGREEMENT - 2.4% (Cost $1,079,000)
    $1,079,000     Agreement with Chase  Manhattan  Corporation,  dated 12/29/95
                     bearing  6.000% to be  repurchased at $1,079,719 on 1/2/96,
                     collateralized  by  $1,525,000  Federal  National
                     Mortgage Association  Adjustable  Rate  Mortgage, 
                     7.206% due 3/1/24                                          1,079,000

</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.
                                      9
<PAGE>


LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
PORTFOLIO OF INVESTMENTS (CONTINUED)                           DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                                    VALUE
                                                                                  (NOTE 1)
<S>                <C>                                              <C>         <C>        
TOTAL INVESTMENTS (Cost $34,433,966*)                                99.1%       $43,786,380

    NUMBER OF
  CONTRACTS
WRITTEN OPTION - (0.1)% (Premium received $14,075)
                                                             
                                                MATURITY   STRIKE
                                                  DATE     PRICE 
           100     Quarterdeck Corporation Call  1/19/96   $22.50    (0.1)           (60,000)

OTHER ASSETS AND LIABILITIES (Net)                                    1.0            466,190
NET ASSETS                                                          100.0%       $44,192,570
</TABLE>

- ------------------
*    Aggregate cost for Federal tax purposes.
**   Non-income producing securities.
+    Security on which option was written  (share  amount  subject to call has a
     market value of $275,000).
ADR - American Depositary Receipt

                       SEE NOTES TO FINANCIAL STATEMENTS.
                                       10
<PAGE>


LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES                            DECEMBER 31, 1995

<TABLE>
<S>                                                       <C>              <C>   
ASSETS:
   Investments, at value (Cost $34,433,966) (Note 1)
      See accompanying schedule                                             $43,786,380
   Cash                                                                             561
   Receivable for investment securities sold                                    708,445
   Unamortized organization costs (Note 6)                                       73,678
   Receivable for Fund shares sold                                               55,837
   Dividends and interest receivable                                              2,847
   TOTAL ASSETS                                                              44,627,748

LIABILITIES:
   Payable for investment securities purchased            $232,500
   Call Option written, at value (Premium received
      $14,075) (Note 1)
      See accompanying schedule                             60,000
   Investment advisory fee payable (Note 2)                 48,794
   Distribution fee payable (Note 3)                        26,506
   Custodian fees payable (Note 2)                          18,900
   Administration fee payable (Note 2)                      13,060
   Service fee payable (Note 3)                              8,835
   Transfer agent fees payable (Note 2)                      2,489
   Accrued expenses and other payables                      24,094
   TOTAL LIABILITIES                                                            435,178

NET ASSETS                                                                  $44,192,570
NET ASSETS CONSIST OF:
   Accumulated net investment loss                                         $   (314,862)
   Accumulated net realized gain on                                           2,419,332
     investments sold
   Net unrealized appreciation of investments                                 9,306,489
   Par value                                                                      3,282
   Paid-in capital in excess of par value                                    32,778,329
   TOTAL NET ASSETS                                                         $44,192,570
NET ASSET VALUE:
NET ASSET VALUE and offering price per CDSC share+
($44,192,570 / 3,281,596 shares of capital stock outstanding)                    $13.47
</TABLE>

+ Redemption price per share is equal to net asset value less any applicable
  contingent deferred sales charge.


                       SEE NOTES TO FINANCIAL STATEMENTS.
                                       11
<PAGE>


LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
STATEMENT OF OPERATIONS

<TABLE>
<S>                                                     <C>                 <C>                     
FOR THE PERIOD ENDED DECEMBER 31, 1995*
INVESTMENT INCOME:
   Dividends (Net of foreign withholding
      taxes of $808)                                                         $29,890
   Interest                                                                   12,209
TOTAL INVESTMENT INCOME                                                       42,099

EXPENSES:
   Distribution fee (Note 3)                              $127,576
   Investment advisory fee (Note 2)                        127,576
   Service fee (Note 3)                                     42,525
   Administration fee (Note 2)                              34,020
   Legal and audit fees                                     15,953
   Custodian fees (Note 2)                                  12,131
   Amortization of organization costs (Note 6)               9,115
   Transfer agent fees (Note 2)                              6,454
   Directors' fees and expenses (Note 2)                     6,333
   Other                                                     3,930
   Total expenses                                                            385,613
   Fees waived by Investment Adviser and
      Administrator (Note 2)                                                 (28,652)
   Net expenses                                                              356,961
NET INVESTMENT LOSS                                                         (314,862)

REALIZED AND UNREALIZED GAIN/(LOSS)
   ON INVESTMENTS (Notes 1 and 4):
   Net realized gain on:
      Securities                                                           4,460,027
      Written options                                                          2,687
   Net realized  gain  on  investments                                     4,462,714
   Net change  in  unrealized appreciation/(depreciation) of:
      Securities                                                             260,900
      Written options                                                        (45,925)
   Net change in unrealized appreciation of investments                      214,975
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS                            4,677,689
NET INCREASE IN NET ASSETS RESULTING FROM
   OPERATIONS                                                             $4,362,827
</TABLE>

* The Fund's fiscal year end was changed from July 31 to December 31.  The
  financial  information  contained in this report is for the period  August 1,
  1995 through December 31, 1995.


                       SEE NOTES TO FINANCIAL STATEMENTS.
                                       12

<PAGE>


LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                            PERIOD             YEAR
                                                            ENDED              ENDED
                                                           12/31/95*          07/31/95
<S>                                                     <C>             <C>         
Net investment loss                                      $  (314,862)    $  (436,172)
Net realized gain on investments                           4,462,714       2,302,193
Net change in unrealized appreciation of investments         214,975       9,220,789
Net increase in net assets resulting from operations       4,362,827      11,086,810
Dividends to shareholders from net
  investment income                                                -         (38,112)
Dividends to shareholders from net realized gains         (3,686,624)           (101)
Net increase in net assets from Fund share
   transactions (Note 5)                                   4,392,586       1,733,990

Net increase in net assets                                 5,068,789      12,782,587
NET ASSETS:
Beginning of period                                       39,123,781      26,341,194
End of period (including accumulated net
   investment loss of $(314,862) at
   December 31, 1995)                                    $44,192,570     $39,123,781
</TABLE>

* The Fund's fiscal year end was changed from July 31 to December 31.  The
   financial  information  contained in this report is for the period  August 1,
   1995 through December 31, 1995.

                       SEE NOTES TO FINANCIAL STATEMENTS.
                                       13

<PAGE>


LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A CDSC SHARE OUTSTANDING THROUGHOUT EACH PERIOD.
<TABLE>
<CAPTION>

                                            PERIOD          YEAR            PERIOD
                                            ENDED           ENDED           ENDED
                                          12/31/95**      07/31/95        07/31/94*
<S>                                      <C>             <C>             <C>   
Net asset value, beginning of period     $13.34          $  9.73         $10.00
Income from investment operations:
Net investment income/(loss)+             (0.10)           (0.15)          0.01
Net realized and unrealized gain/(loss)
   on investments                          1.51             3.77          (0.28)
Total from investment operations           1.41             3.62          (0.27)
Dividends from net investment income          -            (0.01)             -
Dividends from net realized gains         (1.28)            -  ##             -
Total dividends                           (1.28)           (0.01)             -
Net asset value, end of period           $13.47           $13.34          $9.73
Total return++                            10.82%           37.27%         (2.70)%
Ratios to average net assets/
 supplemental data:
Net assets, end of period (in 000's)     $44,193         $39,124         $26,341
Ratio of operating expenses
   to average net assets+++                 2.09%***        2.10%           2.04%***
Ratio of net investment income/
   (loss) to average net assets            (1.85)%***     (1.32)%           1.06%***
Portfolio turnover rate                       93%           192%              33%
</TABLE>

     *  The Fund's CDSC Shares  (formerly  called  Portfolio  Shares)  commenced
        operations on May 20, 1994.
    **  The Fund's fiscal year end was changed from July 31 to December 31.
   ***  Annualized.
     +  Net  investment  income/(loss)  per share  before  waiver of fees and/or
        expenses  reimbursed by  Investment  Adviser and  Administrator  for the
        fiscal  period ended  December 31, 1995,  the fiscal year ended July 31,
        1995 and the fiscal period ended July 31, 1994 was $(0.10),  $(0.19) and
        $0.00, respectively.
    ++  Total return represents aggregate total return for the periods indicated
        and does not reflect any applicable sales charges.  Total return for the
        period of less than one year is not annualized.
   +++  Annualized  operating  expense  ratios  before  waiver  of  fees  and/or
        expenses  reimbursed by  Investment  Adviser and  Administrator  for the
        fiscal  period ended  December 31, 1995,  the fiscal year ended July 31,
        1995 and the fiscal  period  ended July 31, 1994 were  2.26%,  2.46% and
        3.42%, respectively.
    ##  Amount is less than $0.01 per share.

                       SEE NOTES TO FINANCIAL STATEMENTS.
                                       14
<PAGE>



LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

1.    ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

      Lehman Brothers Funds,  Inc. (the  "Company") was  incorporated  under the
laws of the State of  Maryland  on May 5,  1993.  It is an  open-end  management
investment  company  consisting of four funds,  including Lehman Selected Growth
Stock  Portfolio (the "Fund").  The Fund  currently  offers one class of shares,
referred  to as CDSC  Shares for  purposes  of this  report.  CDSC Shares may be
subject to a contingent  deferred sales charge. The preparation of the Financial
Statements in accordance with generally accepted accounting  principles requires
management to make estimates and  assumptions  that affect the reported  amounts
and  disclosures in the Financial  Statements.  Actual results could differ from
those estimates. The Fund's fiscal year end was changed from July 31 to December
31. The following is a summary of significant  accounting policies  consistently
followed by the Fund in the preparation of its financial statements.

          Portfolio  valuation:  Portfolio securities held by the Fund which are
traded on a recognized  stock  exchange are valued at the last sale price on the
securities  exchange on which such  securities  are  primarily  traded or in the
absence of sales in such  market,  at the mean between the closing bid and asked
prices.  Securities  traded only on  over-the-counter  markets are valued on the
basis of the closing  over-the-counter  sale  prices or, if no sale  occurred on
such day, at the mean of the current bid and asked prices.  Securities which are
traded  both on the  over-the-counter  market  and on a stock  exchange  will be
valued  according  to the  broadest  and  most  representative  market.  Certain
securities of the Fund may be valued by independent  pricing  services which use
prices provided by one or more principal market makers.  Restricted  securities,

                                       15
<PAGE>


LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (continued)

securities  for which market  quotations  are not readily  available,  and other
assets of the Fund are valued at fair value under the  supervision  of the Board
of Directors.  Short-term  investments that mature in 60 days or less are valued
at amortized cost.

          Repurchase  agreements:  The Fund may engage in  repurchase  agreement
transactions. The Fund values repurchase agreements at cost and accrues interest
into interest receivable. Under the terms of a typical repurchase agreement, the
Fund will  take  possession  of an  underlying  debt  obligation  subject  to an
obligation of the seller to repurchase,  and the Fund to resell,  the obligation
at an  agreed-upon  price and time,  thereby  determining  the yield  during the
Fund's  holding  period.  The  value of the  collateral,  taken as a part of the
repurchase agreement,  is at least equal at all times to the total amount of the
repurchase  obligations,  including  interest.  In the  event of  counter  party
default, the Fund has the right to use the collateral to offset losses incurred.
There  is  potential  loss to the  Fund in the  event  the  Fund is  delayed  or
prevented from  exercising  its rights to dispose of the collateral  securities,
including  the  risk  of a  possible  decline  in the  value  of the  underlying
securities  during the period while the Fund seeks to assert its rights.  Lehman
Brothers  Global  Asset  Management  Inc.,  the Funds  investment  adviser  (the
"Investment  Adviser" or "LBGAM"),  acting under the supervision of the Board of
Directors, reviews the value of the collateral and the creditworthiness of those
banks and  dealers  with which the Fund  enters into  repurchase  agreements  to
evaluate potential risks.

          Option contracts:  The Fund may purchase or write  exchange-listed and
over-the-counter   put  and  call  options  on  securities,   financial  futures
contracts,  equity indices and other

                                       16
<PAGE>

LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (continued)

financial instruments for hedging and other strategic transactions in an attempt
to protect against possible changes in the market value of securities held or to
be purchased by the Fund resulting from the  securities  market,  to protect the
Fund's  unrealized gains in the value of its securities,  to facilitate the sale
of those  securities  for  investment  purposes,  to establish a position in the
derivatives  market  as  a  temporary   substitute  for  purchasing  or  selling
particular securities or to seek to enhance the Fund's income or gains.

          Upon the  purchase of a put option or a call  option by the Fund,  the
premium   paid  is   recorded   as  an   investment,   the  value  of  which  is
marked-to-market daily. When a purchased option expires, the Fund will realize a
loss in the  amount  of the cost of the  option.  When the  Fund  enters  into a
closing  sale  transaction,  the Fund will  realize a gain or loss  depending on
whether the sales proceeds from the closing sale transaction are greater or less
than the cost of the  option.  When the Fund  exercises  a put  option,  it will
realize a gain or loss from the sale of the underlying security and the proceeds
from such sale will be decreased by the premium  originally  paid. When the Fund
exercises a call option,  the cost of the security which the Fund purchases upon
exercise will be increased by the premium originally paid.

          When the Fund writes a call option or a put option, an amount equal to
the premium received by the Fund is recorded as a liability,  the value of which
is  marked-to-market  daily. When a written option expires,  the Fund realizes a
gain equal to the amount of the  premium  received.  When the Fund enters into a
closing purchase  transaction,  the Fund realizes a gain (or loss if the cost of
the closing  purchase  transaction  exceeds the premium received

                                       17
<PAGE>

LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (continued)

when the option was sold) without regard to any  unrealized  gain or loss on the
underlying  security,  and the liability  related to such option is  eliminated.
When a written call option is  exercised,  the Fund realizes a gain or loss from
the  sale of the  underlying  security  and the  proceeds  from  such  sale  are
increased  by the  premium  originally  received.  When a written  put option is
exercised, the amount of the premium originally received will reduce the cost of
the security which the Fund purchased upon exercise.

          The risk associated with purchasing  options is limited to the premium
originally  paid.  The risk in writing a call option is that the Fund may forego
the  opportunity  for  profit if the  market  price of the  underlying  security
increases and the option is exercised.  The risk in writing a put option is that
the  Fund  may  incur a loss if the  market  price  of the  underlying  security
decreases and the option is exercised.

          Securities transactions and investment income: Securities transactions
are  recorded as of the trade date.  Interest  income is recorded on the accrual
basis.  Dividend income is recorded on the ex-dividend date.  Realized gains and
losses on investments sold are recorded on the basis of identified cost.

          Federal  income  taxes:  The Fund has qualified and intends to qualify
each year as a regulated  investment company pursuant to the requirements of the
Internal Revenue Code of 1986, as amended.  The Fund  distributes  substantially
all of its taxable income to its shareholders,  therefore, no Federal income tax
provision is required. The Fund's tax year end is July 31.

                                        18
<PAGE>
 
LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (continued)

         Dividends  and  distributions  to  shareholders:  Dividends  from  net
investment  income of the Fund are declared and paid  annually.  Capital  gains,
unless offset by any available  capital loss  carryforward,  are  distributed to
shareholders annually after the close of the fiscal year in which they have been
earned. In order to avoid the application of a 4%  non-deductible  excise tax on
certain undistributed amounts of ordinary income and capital gains, the Fund may
make additional  distributions of any  undistributed  ordinary income or capital
gains  before  December  31 of a  given  year  and  expects  to make  any  other
distributions  as are  necessary to avoid the  application  of this tax.  Income
distributions  and capital gain  distributions are determined in accordance with
income tax  regulations  which may differ  from  generally  accepted  accounting
principles.  These  differences  are  primarily  due to differing  treatments of
income  and gains on  various  investment  securities  held by the Fund,  timing
differences and differing characterizations of distributions made by the Fund.

2.    INVESTMENT ADVISORY FEE, ADMINISTRATION FEE AND OTHER
      RELATED PARTY TRANSACTIONS

      LBGAM serves as the Fund's  investment  adviser  pursuant to an investment
advisory  agreement.  LBGAM is a  wholly-owned  subsidiary  of  Lehman  Brothers
Holdings Inc. ("Holdings"). LBGAM is entitled to receive from the Fund a monthly
fee at an annual  rate of 0.75% of the  value of the  Fund's  average  daily net
assets. LBGAM may voluntarily waive advisory fees. For the period ended December
31, 1995, LBGAM voluntarily waived advisory fees of $22,620.

      First  Data  Investor  Services  Group,  Inc.   ("FDISG"),   formerly  The
Shareholder  Services  Group,  Inc.,  a  wholly-owned  subsidiary 
                      
                                       19

<PAGE>

LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (continued)

of First Data  Corporation,  serves as the Fund's  administrator  pursuant to an
administration agreement.  Under the administration agreement, FDISG is entitled
to receive  from the Fund a monthly  fee at an annual rate of 0.20% of the value
of its average  daily net assets.  FDISG may  voluntarily  waive  administration
fees.  For  the  period  ended  December  31,  1995,  FDISG  voluntarily  waived
administration fees of $6,032.

      For the period ended December 31, 1995, the Fund incurred total
brokerage commissions of $48,427, of which $4,980 was paid to Lehman Brothers
Inc. ("Lehman Brothers").

      A contingent  deferred  sales charge may be imposed upon the redemption of
CDSC  Shares  within  two years  after the date of  purchase.  The amount of the
contingent  deferred  sales  charge will depend on the number of years since the
shareholder made the purchase payment from which the amount is being redeemed.

      During the period  ended  December  31,  1995,  Lehman  Brothers  received
contingent deferred sales charges of $76,108 from the Fund.

      No employee of  Holdings,  Lehman  Brothers,  LBGAM or FDISG  receives any
compensation  from the  Company  for  serving as an officer or  Director  of the
Company.  The Company pays each  Director  who is not a director,  an officer or
employee of Holdings,  Lehman Brothers, LBGAM or FDISG or their affiliates a fee
of $20,000 per annum,  plus $500 per meeting  attended,  and reimburses  each of
them for travel and out-of-pocket expenses.

                                       20
<PAGE>

LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (continued)

     Boston Safe Deposit and Trust Company, an indirect wholly-owned  subsidiary
of Mellon Bank Corporation,  serves as the Fund's custodian. FDISG serves as the
Fund's transfer agent.

3.    SERVICE AGREEMENTS

      Lehman Brothers acts as the distributor of the Fund's shares.

      The Company has adopted a services and distribution plan ("the Plan") with
respect to the Fund.  Under the Plan, the Fund has agreed to pay Lehman Brothers
a service fee, accrued daily and paid monthly, at an annual rate of 0.25% of the
value of the Fund's average daily net assets,  and a distribution  fee,  accrued
daily and paid  monthly,  at an annual  rate of 0.75% of the value of the Fund's
average  daily net assets.  The  service  fee is used by Lehman  Brothers to pay
Investment  Representatives  or  Introducing  Brokers for servicing  shareholder
accounts.  The  distribution  fee is paid to Lehman  Brothers  for  advertising,
marketing and distributing the Fund's shares.

      For the period ended December 31, 1995, the Fund incurred distribution and
service fees on its CDSC shares of $127,576 and $42,525, respectively.

4.    PURCHASES AND SALES OF SECURITIES

      Cost of  purchases  and  proceeds  from  sales  of  securities,  excluding
short-term  investments,  aggregated $37,522,517 and $37,534,559,  respectively,
for the period ended  December 31, 1995. At December 31, 1995,  aggregate  gross
unrealized  appreciation for all securities in which there is an excess of value

                                       21
<PAGE>

LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (continued)

over tax cost was $10,133,729 and aggregate gross  unrealized  depreciation  for
all  securities in which there is an excess of tax cost over value was $781,315.
Net unrealized appreciation on a tax basis was $9,352,414.

      Written  option  activity for the Fund for the period  ended  December 31,
1995 was as follows:

<TABLE>
<CAPTION>
                                                 NUMBER OF
                                                 CONTRACTS        PREMIUM
<S>                                              <C>          <C>       
Options outstanding at                                 0       $        0
  July 31, 1995
Options written                                      300           32,061
Options expired                                     (200)         (17,986)
                                                   -----         --------
Options outstanding at
  December 31, 1995                                  100          $14,075
                                                   =====          =======
</TABLE>

5.    SHARES OF CAPITAL STOCK

      The Board of Directors has authority to issue 10 billion shares of capital
stock ($0.001 par value) for the Company.

                                       22

<PAGE>
LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (continued)

      The table below  summarizes the capital stock  transactions for the Fund's
CDSC Shares:

<TABLE>
<CAPTION>
                              PERIOD ENDED                      YEAR ENDED
                                12/31/95*                        07/31/95
                            SHARES        AMOUNT          SHARES           AMOUNT
<S>                         <C>         <C>              <C>            <C>        
Sold................        632,402     $8,336,857       1,317,909      $13,970,294
Dividend                    232,532      3,004,314           2,703           27,599
  Reinvestment......
Redeemed............       (516,545)    (6,948,585)     (1,093,817)     (12,263,903)
                           --------     ----------      ----------      -----------
Net increase........        348,389     $4,392,586         226,795      $  1,733,990
                          =========     ==========     ===========      ============
</TABLE>

- ---------------
  * The Fund  changed  its  fiscal  year end from July 31 to  December  31.  The
amounts noted above are for the period August 1, 1995 through December 31, 1995.

6.    ORGANIZATION COSTS

      The Fund bears all costs in  connection  with its  organization  including
fees and expenses of  registering  and  qualifying  its shares for  distribution
under  Federal  and  state  securities  regulations.  All such  costs  are being
amortized  on the  straight-line  method  over a period of five  years  from the
commencement  of  operations  of the Fund.  In the event that any of the initial
shares of the Fund are redeemed during such amortization  period,  the Fund will
be reimbursed for any unamortized  organization  costs in the same proportion as
the number of shares  redeemed bears to the number of initial shares held at the
time of redemption.

                                       23

<PAGE>

LEHMAN BROTHERS FUNDS, INC.
LEHMAN SELECTED GROWTH STOCK PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (continued)

7.    PLAN OF REORGANIZATION

      The  Company,  on behalf of the Fund,  and AMT Capital  Fund,  Inc.  ("AMT
Fund"),  on behalf  of the U.S.  Selected  Growth  Portfolio  (the  "Purchaser")
entered into an Agreement and Plan of Reorganization  (the "Agreement") dated as
of December 14, 1995. The Agreement  contemplates the reorganization of the Fund
as a new portfolio of AMT Capital Fund (the "new AMT Fund") through the transfer
of all of the assets and  liabilities  of the Fund to the  Purchaser in exchange
for shares of the Purchaser  which would be distributed to  shareholders  of the
Fund. The Fund's Board of Directors  approved the  reorganization on November 1,
1995  and  shareholder   approval  was  received  January  18,  1996.  Once  the
reorganization is finalized,  each shareholder of the Fund will receive a number
of Class B shares of common  stock of the new AMT Fund equal to the number  held
in the Fund.  As part of the  reorganization,  the Fund will transfer all of its
assets to the new AMT  Fund.  The new AMT Fund will be  managed  by AMT  Capital
Advisers, Inc. and Delphi Asset Management, Inc. ("Delphi") as sub-adviser.  The
Fund's current  portfolio manager will continue to manage the new AMT Fund as an
employee  of Delphi.  Once the  transaction  is  completed,  the Fund will cease
operations.
             
                                       24
<PAGE>


REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Shareholders and Directors
Lehman Brothers Funds, Inc.

We have audited the accompanying statement of assets and liabilities,  including
the portfolio of  investments,  of Lehman  Selected  Growth Stock Portfolio (the
"Fund",  one of the portfolios  constituting  Lehman Brothers Funds, Inc.) as of
December  31, 1995,  the related  statement  of  operations  for the period from
August 1, 1995 to December 31, 1995,  and the statement of changes in net assets
and  financial  highlights  for each of the  periods  indicated  therein.  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 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  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1995, by  correspondence  with the custodian and brokers,  or other
appropriate auditing procedures where replies from brokers were not received. 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 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 Lehman
Selected Growth Stock  Portfolio of Lehman Brothers Funds,  Inc. at December 31,
1995,  the  results  of its  operations  for the period  from  August 1, 1995 to
December 31, 1995,  and the changes in its net assets and  financial  highlights
for  each of the  periods  indicated,  in  conformity  with  generally  accepted
accounting principles.

                                      /s/ Ernst & Young


Boston, Massachusetts
February 15, 1996

<PAGE>

                                LEHMAN BROTHERS
                    LEHMAN BROTHERS INC. ALL RIGHTS RESERVED
                                  MEMBER SIPC

<PAGE>



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