Semi-Annual Report
and Supplement to
Prospectus dated
January 31, 1997
April 30, 1997
OLD WESTBURY GROWTH OPPORTUNITY FUND
INVESTMENT ADVISOR'S REPORT
May 1997
- --------------------------------------------------------------------------------
The Old Westbury Growth Opportunity Fund's total return, for the
period from January 31, 1997 (commencement of operations), through
April 30, 1997, was (4.80)% based on net asset value.* The Fund's
portfolio is comprised of a well-diversified group of small- and
mid-cap stocks which generally have above-average growth opportunities
and are selling at attractive price/valuation levels. However, over
the past six months, small-and mid-cap stocks as a class
underperformed large capitalization stocks by a significant amount.
The underperformance was so significant that the relative multiples of
small- and mid-cap stocks were selling at the low end of their
historical range. Small- and mid-cap stocks normally have earnings
multiples that range between one- and two-times the multiple of the
S&P 500.** With the recent declines in prices, this relative multiple
fell below 1.2 times the S&P 500 multiple. Given this low multiple, we
believe the period of relative underperformance is most likely over.
Most of the stocks in the Fund's portfolio had earnings growth
rates that were higher than the S&P 500 and sold at earnings multiples
below their growth rates. Although investor interest has been focused
on large capitalization stocks over the past few years, periods of
such significant underperformance tend to run their course. Subsequent
to these periods, the stocks that have underperformed tend to reverse
and regain more normal relative valuation levels. Given the quality of
the companies in the Fund's portfolio, we believe the stocks should
improve as investors seek the stocks of companies that have low
relative prices and above-average rates of growth.
- ------------------
* Performance quoted represents past performance and is not
indicative of future results. Investment return and principal value
will fluctuate, so that an investor's shares, when redeemed, may be
worth more or less than their original cost. The Fund's total
return based on offering price for the period was (9.07)%.
** The S&P 500 is an unmanaged index comprising stocks in industry,
transportation, and financial and public utility companies. Investments
cannot be made in an index.
The results of the March quarterly earnings announcements
provided strong evidence of the quality of the companies in the Fund's
portfolio. The average increase in earnings per share of the companies
in the Fund's portfolio was 37% after eliminating one extraordinary
increase of 1200%. This compares to the average increase for the S&P
500 of 13% and about 9% for small- and mid-cap stocks as a class. The
stocks in the Fund's portfolio have been selling at a price earnings
multiple of 19.5 times the estimated 1997 earnings and we believe
these companies will continue to increase earnings throughout 1997.
A. Please insert the following Financial Highlights table as page 5 of the
Prospectus. In addition, please add the heading "Financial Highlights" to
the Table of Contents as the third entry.
OLD WESTBURY GROWTH OPPORTUNITY FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(For a share outstanding throughout the period)
<TABLE>
<CAPTION>
FOR THE
PERIOD
ENDED
APRIL 30,
1997(A)
(UNAUDITED)
---------------
<S> <C>
Net asset value, beginning of period............................... $ 10.00
Income from investment operations:
Net investment loss.............................................. (0.01)
Net realized and unrealized gain (loss) on investments........... (0.47)
---------------
Total from investment operations................................. (0.48)
---------------
Net asset value, end of period..................................... $ 9.52
---------------
---------------
Total return*...................................................... (4.80%)
Ratios/Supplemental data:
Net assets, end of period (in 000's)............................. $ 2,982
Ratio of expenses to average net assets before waiver of
expenses...................................................... 14.97%**
Ratio of expenses to average net assets.......................... 1.50%**
Ratio of net investment loss to average net assets............... (0.55%)**
Portfolio turnover............................................... 25%
Average Commission rate paid..................................... 0.194
</TABLE>
- ------------------
* Total return is calculated without a sales charge assuming a
purchase of shares on the first day and a sale on the last day of
the period.
** Annualized.
(a) For the period from January 31, 1997 (commencement of operations)
to April 30, 1997.
See Notes to Financial Statements.
B. Please insert the following as the last sentence of the paragraph under
the subsection entitled "Portfolio Turnover" on page 12:
"For the period from January 31, 1997 (commencement of
operations) to April 30, 1997, the turnover rate of the Portfolio
was 25%."
C. Please insert the following as the last sentence of the third paragraph
under the section entitled "Calculation of Investment Performance" on page
28:
"The Portfolio's cumulative total return for the period from
January 31, 1997, (commencement of operations) to April 30, 1997,
was (4.80)%."
D. Please insert the following as the fourth paragraph under the section
entitled "General Information" on page 29:
"As of June 16, 1997, Naidot & Co. c/o Bessemer Trust Co., owned
91.28% of the voting securities of the Portfolio, and, therefore,
may, for certain purposes, be deemed to control the Portfolio and
be able to affect the outcome of certain matters presented for a
vote of shareholders."
E. Please insert the following Financial Statements after the
section entitled "Custodian, Transfer Agent and Dividend
Disbursing Agent" on page 30. In addition, please add the heading
Financial Statements" to the Table of Contents as the last entry.
OLD WESTBURY GROWTH OPPORTUNITY FUND
PORTFOLIO OF INVESTMENTS
April 30, 1997 (unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MARKET
SHARES SECURITY VALUE
- --------- --------------------------------------------------------- -------------
<C> <S> <C>
COMMON STOCKS--91.4%
BASIC INDUSTRY--3.9%
1,900 Newpark Resources, Inc. $ 85,262
1,110 OM Group, Inc. 30,664
-------------
TOTAL 115,926
-------------
CAPITAL GOODS--3.5%
4,850 Crompton & Knowles Corp. 105,488
-------------
CAPITAL GOODS--TECHNOLOGY--19.6%
1,850 ADC Telecommunications, Inc. 48,331
2,387 Burr Brown Corp. 70,417
1,400 Comdisco, Inc. 44,450
2,850 Digital Microwave Corp. 73,387
3,200 Fore Systems 48,800
3,600 Read-Rite Corp. 93,150
700 Sterling Commerce, Inc. 18,112
2,700 Trident Microsystems, Inc. 36,450
1,400 Univision Communications, Inc., Class A 47,600
2,100 Xilinx, Inc. 102,900
-------------
TOTAL 583,597
-------------
CONGLOMERATES &
MISCELLANEOUS--9.1%
2,500 Unifi, Inc. 77,500
2,600 USA Waste Services, Inc. 85,150
4,800 Royal Group Techs Ltd. Sub. Vtg. 107,400
-------------
TOTAL 270,050
-------------
CONSUMER CYCLICAL--10.4%
3,200 Borders Group, Inc. 68,000
3,900 Casey's General Stores, Inc. 73,612
2,200 Dominick's Supermarkets, Inc. 44,550
</TABLE>
OLD WESTBURY GROWTH OPPORTUNITY FUND
PORTFOLIO OF INVESTMENTS
April 30, 1997 (unaudited) (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MARKET
SHARES SECURITY VALUE
- --------- --------------------------------------------------------- -------------
<C> <S> <C>
COMMON STOCKS--CONTINUED
- --------------------------------------------------------------------
CONSUMER CYCLICAL (Continued)
3,500 Promus Hotel Corporation $ 123,375
-------------
TOTAL 309,537
-------------
CONSUMER GROWTH--2.1%
1,300 Electronic Arts 31,362
1,900 International Game Technology 30,163
-------------
TOTAL 61,525
-------------
DEFENSIVE CONSUMER STAPLES--7.1%
4,650 Flowers Industries, Inc. 113,344
3,550 Hormel Foods Corp. 86,975
600 Richfood Holdings, Inc. 12,225
-------------
TOTAL 212,544
-------------
ENERGY--8.4%
900 Barrett Resources 29,475
2,000 Ensco International, Inc. 95,000
2,350 Devon Energy Corp. Oklahoma 77,550
1,400 Nuevo Energy Co. 48,125
-------------
TOTAL 250,150
-------------
FINANCIAL--15.0%
1,200 Amresco, Inc. 17,475
1,600 Finova Group, Inc. 109,800
2,850 Financial Securities Assurance 92,269
1,050 Provident Cos., Inc. 58,669
6,700 Western National Corp. 172,525
-------------
TOTAL 450,738
-------------
PROFESSIONAL SERVICES--11.1%
2,000 Billing Info Concepts Corp. 47,750
2,925 Computer Learning Centers, Inc. 77,878
2,700 Health Care & Retirement 85,388
6,600 Novacare, Inc. 75,075
</TABLE>
OLD WESTBURY GROWTH OPPORTUNITY FUND
PORTFOLIO OF INVESTMENTS
April 30, 1997 (unaudited) (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MARKET
SHARES SECURITY VALUE
- --------- --------------------------------------------------------- -------------
<C> <S> <C>
COMMON STOCKS--CONTINUED
- --------------------------------------------------------------------
PROFESSIONAL SERVICES (Continued)
3,500 Physio-Control International Corp. 43,750
-------------
TOTAL 329,841
-------------
TRANSPORTATION--1.2%
1,300 Swift Transportation, Inc. 37,050
-------------
TOTAL COMMON STOCKS (identified cost $2,737,776)(a)
2,726,446
-------------
CASH AND EQUIVALENTS AND OTHER
ASSETS NET OF LIABILITIES--8.6% 255,757
-------------
NET ASSETS--100.0% $ 2,982,203
-------------
-------------
</TABLE>
- ------------------
(a) The cost of investments for federal tax purposes amounts to
$2,737,776. The net unrealized depreciation of investments on a
federal tax basis amounts to $11,330 which is comprised of $94,181
appreciation and $105,511 depreciation at April 30, 1997.
See Notes to Financial Statements.
OLD WESTBURY GROWTH OPPORTUNITY FUND
STATEMENT OF ASSETS AND LIABILITIES
April 30, 1997 (unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investments at market value (identified cost $2,737,776)........... $ 2,726,446
Cash and equivalents............................................... 295,305
Income receivable.................................................. 2,306
-------------
Total assets................................................. 3,024,057
-------------
LIABILITIES:
Accrued expenses................................................... 41,854
-------------
NET ASSETS APPLICABLE TO 313,096 SHARES OF
CAPITAL STOCK OUTSTANDING.......................................... $ 2,982,203
-------------
-------------
Net Assets consist of:
Paid in capital.................................................... $ 3,040,162
Net investment loss................................................ (1,610)
Accumulated net realized loss on investments....................... (45,019)
Net unrealized depreciation on investments......................... (11,330)
-------------
Total Net Assets............................................. $ 2,982,203
-------------
-------------
NET ASSET VALUE, AND REDEMPTION PROCEEDS PER SHARE:
($2,982,203 / 313,096 SHARES OF CAPITAL STOCK OUTSTANDING)......... $9.52
MAXIMUM OFFERING PRICE PER SHARE ($9.52 / .955)...................... $9.97
</TABLE>
See Notes to Financial Statements.
OLD WESTBURY GROWTH OPPORTUNITY FUND
STATEMENT OF OPERATIONS
For the period ended April 30, 1997(a) (unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends................................................ $ 1,134
Interest................................................. 1,611
----------
Total income....................................... $ 2,745
----------
EXPENSES:
Investment advisory...................................... 2,355
Custody.................................................. 589
Administration........................................... 442
Shareholder servicing.................................... 736
Registration............................................. 9,533
Distribution............................................. 882
Printing and postage..................................... 3,781
Legal.................................................... 2,520
Auditing................................................. 8,821
Insurance................................................ 3,781
Transfer agent........................................... 4,537
Directors................................................ 5,797
Miscellaneous............................................ 318
----------
Total expenses..................................... 44,092
Less fees waived and reimbursed:
Waiver of investment advisory fee.................. (2,355)
Reimbursement of other operating
expenses........................................ (37,382)
----------
Total waivers and reimbursement.................... (39,737)
----------
Net expenses....................................... 4,355
----------
NET INVESTMENT LOSS...................................... (1,610)
----------
NET REALIZED AND UNREALIZED LOSS:
Net realized loss on investments......................... (45,019)
Net change in unrealized depreciation
on investments........................................ (11,330)
----------
NET REALIZED AND UNREALIZED LOSS........................... (56,349)
----------
NET DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS.......................................... $ (57,959)
----------
----------
</TABLE>
(a) For the period from January 31, 1997 (commencement of operations)
to April 30, 1997.
See Notes to Financial Statements.
OLD WESTBURY GROWTH OPPORTUNITY FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERIOD
ENDED
APRIL 30,
1997(A)
(UNAUDITED)
<S> <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment loss................................................ $ (1,610)
Net realized loss on investments................................... (45,019)
Net change in unrealized depreciation.............................. (11,330)
-------------
Net decrease in net assets from operations......................... (57,959)
-------------
FROM CAPITAL STOCK TRANSACTIONS:
Net proceeds from sale of capital stock............................ 3,040,162
Reinvestment of dividends.......................................... --
Net cost of capital stock redeemed................................. --
-------------
Net increase in net assets resulting
from capital stock transactions................................. 3,040,162
-------------
NET INCREASE IN NET ASSETS......................................... 2,982,203
NET ASSETS:
Beginning of period................................................ 0
-------------
End of period...................................................... $ 2,982,203
-------------
-------------
</TABLE>
- ------------------
(a) For the period from January 31, 1997 (commencement of operations)
to April 30, 1997.
See Notes to Financial Statements.
OLD WESTBURY GROWTH OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS
April 30, 1997 (unaudited)
- --------------------------------------------------------------------------------
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. Old Westbury
Growth Opportunity Fund (the "Portfolio") is a separate series of Old
Westbury Funds, Inc. (the "Fund"), a Maryland corporation registered
under the Investment Company Act of 1940 (the "Act"), as a
diversified, open-end management investment company. The Fund's
Articles of Incorporation permit the Directors to create an unlimited
number of series, each of which is a separate class of shares. At
April 30, 1997, the Fund consisted of the Portfolio and Old Westbury
International Fund. The Fund was incorporated under the laws of the
state of Maryland on August 26, 1993 and commenced operations on
October 22, 1993. The Portfolio's investment objective is to seek
capital appreciation.
The following is a summary of the significant accounting policies
followed by the Portfolio:
A. VALUATION OF INVESTMENTS. Securities listed on an exchange are
valued, except as indicated below, at the last sale price reflected at
the close of the regular trading session of the 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. If no bid or asked prices are quoted,
then the security is valued by such method as the Board of Directors
shall determine in good faith to reflect its fair market value.
Portfolio securities traded on more than one national securities
exchange are valued as the last sale price on the exchange
representing the principal market for such securities.
Securities traded in the over-the-counter market, including
listed securities whose primary market is believed by Bessemer Trust
Company, N.A. ("Bessemer"), the Portfolio's investment advisor (the
"Advisor"), to be over-the-counter, are valued at the mean of the last
reported bid and asked prices from such sources as the Board of
Directors deems appropriate to reflect their fair value.
Debt instruments having 60 days or less remaining until maturity
are valued at amortized cost. Debt instruments having a greater
remaining maturity will be valued at the 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. All other investment assets, including restricted
and not readily marketable securities, are valued under procedures
established by and under the general supervision and responsibility of
the Board of Directors designed to reflect in good faith the fair
value of such securities.
OLD WESTBURY GROWTH OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS
April 30, 1997 (unaudited) (Continued)
- --------------------------------------------------------------------------------
B. SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME. Security
transactions are accounted for on the trade date. Realized gains and losses on
security transactions are determined on the identified cost method. Dividend
income and other distributions from portfolio securities are recorded on the
ex-dividend date. Interest income is accrued daily.
C. FEDERAL TAXES. It is the Portfolio's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable income to its shareholders.
Accordingly, no federal income or excise tax provision is required.
D. DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS. The Portfolio
anticipates paying income dividends on an annual basis. Capital gains
distributions, if any, will be made on an annual basis. The treatment
for financial statement purposes of distributions made during the year
from net investment income or net realized gains may differ from their
ultimate treatment for federal income tax purposes. These differences
are caused primarily by: differences in the timing of the recognition
of certain components of income, expense, and capital gain. Where such
differences are permanent in nature, they are reclassified in the
components of net assets based on their characterization for federal
income tax purposes. Any such reclassifications will have no effect on
net assets, results of operations or net asset value per share of the
Portfolio.
2. TRANSACTIONS WITH AFFILIATES.
A. INVESTMENT ADVISORY FEES. Pursuant to an advisory contract,
dated August 8, 1996, the Fund has approved Bessemer to make
investment decisions for the Portfolio. The investment advisory fee
paid to the advisor is computed daily and paid monthly in accordance
with the following schedule: 0.80% of the first $100 million of the
Portfolio's average net assets, 0.75% of the second $100 million of
such assets and 0.70% of such assets exceeding $200 million.
B. ADMINISTRATION FEES. Federated Administrative Services ("FAS")
serves as administrator. FAS provides administrative services
necessary for the overall administration of the Portfolio including,
among other responsibilities, the negotiation of contracts and fees
with, and the monitoring of performance and billings of, the
independent contractors and agents of the Portfolios, the preparation
and filing of all documents required for compliance by the Portfolio
with applicable laws and regulations; providing equipment and
personnel necessary for maintaining the organization
OLD WESTBURY GROWTH OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS
April 30, 1997 (unaudited) (Continued)
- --------------------------------------------------------------------------------
of the Portfolio; preparation of certain documents in connection with
meetings of the Board of Directors and shareholders; the maintenance
of books and records of the Portfolio; and paying the compensation of
the Portfolio's officers and Directors affiliated with FAS. For
providing these services, FAS receives from the Portfolio a fee
accrued daily and paid monthly at an annual rate equal to 0.15% of the
average daily net assets of the Portfolio up to $100 million; 0.10% of
such assets from $100 million to $250 million; and 0.05% of such
assets over $250 million.
C. DISTRIBUTION AND SERVICE PLAN AND DISTRIBUTION REIMBURSEMENT
FEES. The Directors adopted a distribution and service plan (the
"Plan") for the Portfolio pursuant to Rule 12b-1 of the Act, and
pursuant to the Plan, the Portfolio entered into a distribution
agreement and a shareholder servicing agreement with Edgewood
Services, Inc. and a shareholder servicing agreement with Bessemer.
Under its shareholder servicing agreement, Edgewood Services, Inc.
receives payments from the Portfolio to permit it to make payments to
broker-dealers for providing shareholder services. Under its
shareholder servicing agreement, Bessemer is permitted (i) to receive
a payment from the Portfolio attributable to Bessemer's clients (and
its affiliates) for providing shareholder services to such clients and
(ii) to receive payments to permit it to make payments to other
financial institutions as shareholder servicing agents. The total of
shareholder servicing fees in the aggregate payable to Edgewood
Services, Inc. and Bessemer will not exceed 0.25% per annum of the
Portfolio's average daily net assets.
The distribution agreement with Edgewood Services, Inc. provides
for reimbursement to Edgewood Services, Inc. by the Portfolio for its
distribution, promotional and advertising costs incurred in connection
with the distribution of the Portfolio's shares in an amount not to
exceed 0.10% per annum of the Portfolio's average daily net assets.
In addition, the Portfolio will pay for certain other expenses
under the Plan. These expenses shall not exceed an amount equal to
0.05% per annum of the Portfolio's average daily net assets.
D. DIRECTOR'S FEES. Each Director who is not an "interested person" (as
defined in the Act) of the Portfolio receives a $5,000 annual retainer and is
reimbursed for out-of-pocket expenses incurred in connection with committee or
board meetings.
E. CUSTODY FEES. The Fund has retained Bessemer to serve as the Portfolio's
custodian. Bessemer is responsible for maintaining the books
OLD WESTBURY GROWTH OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS
April 30, 1997 (unaudited) (Continued)
- --------------------------------------------------------------------------------
and records of the Portfolio's securities and cash. For providing
these services, Bessemer receives from the Portfolio a fee accrued and
paid monthly at an annual rate equal to 0.20% of the average daily net
assets of the Portfolio.
3. CAPITAL STOCK. The Portfolio has authorized a total of 20 billion shares of
common stock (par value $0.001 per share) and is permitted to issue 4 billion of
the authorized shares in the Portfolio. Transactions in shares of capital stock
were as follows:
<TABLE>
<CAPTION>
FOR THE
PERIOD
ENDED
APRIL 30,
1997(A)
<S> <C>
Common stock sold........................................................ 313,096
Reinvestment of dividends................................................ 0
Common stock redeemed.................................................... 0
---------
Net increase............................................................. 313,096
---------
---------
</TABLE>
(a) For the period from January 31, 1997 (commencement of operations)
to April 30, 1997.
4. PURCHASE AND SALES OF SECURITIES. For the period ended April 30, 1997,
purchases and sales of investment securities other than short-term investments
aggregated $3,141,793 and $358,498 respectively.
INVESTMENT ADVISOR:
Bessemer Trust Company, N.A.
630 Fifth Avenue
New York, New York 10111
(212) 708-9100
DISTRIBUTOR AND SHAREHOLDER
SERVICING AGENT:
Edgewood Services, Inc.
Federated Investors Tower
Pittsburgh, PA 15222-3779
ADMINISTRATOR:
Federated Administrative Services
Federated Investors Tower
Pittsburgh, PA 15222-3779
SHAREHOLDER SERVICING AGENT:
Bessemer Trust Company, N.A.
630 Fifth Avenue
New York, New York 10111
(212) 708-9100
Cusip 680414208
G01963-03 (6/97)
OLD WESTBURY GROWTH OPPORTUNITY FUND
(A Portfolio of Old Westbury Funds, Inc.)
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 28, 1997
A. Please insert the following as the fourth paragraph after the chart under
the section entitled "Compensation Table" on page 11:
As of June 16, 1997, the following shareholder of record owned 5%
or more of the outstanding shares of the Fund: Naidot & Co., c/o
Bessemer Trust Co., Woodbridge, N.J., owned approximately 764,652
shares (91.28%)."
B. Please insert the following as the last sentence of the seventh paragraph
under the section entitled "Adviser" beginning on page 11:
"For the period from January 31, 1997 (commencement of
operations) to April 30, 1997, the Growth Fund accrued $2,421 in
advisory fees, all of which were permanently and irrevocably waived."
C. Please insert the following as the last sentence of the third paragraph
under the section entitled "Administrator" on page 13:
"For the period from January 31, 1997 (commencement of operations) to
April 30, 1997, the Growth Fund accrued $442 in administrative services, of
which $0, was permanently and irrevocably waived."
D. Please insert the following as the last sentence of the first paragraph
under the section entitled "Distribution and Service Plan" on page 15:
"For the period from January 31, 1997 (commencement of operations) to
April 30, 1997, the Growth Fund accrued $736 in shareholder servicing fees."
E. Please insert the following as the last sentence of the second paragraph
under the section entitled "Distribution and Service Plan" beginning on page 15:
"For the period from January 31, 1997 (commencement of operations)
to April 30, 1997, the Growth Fund paid $882 under the Distribution Agreement."
F. Please insert the following as the last sentence of the third paragraph
under the section entitled "Distribution and Service Plan" beginning on page 15:
"For the period from January 31, 1997 (commencement of operations) to
April 30, 1997, the Growth Fund paid $882 for such expenses."
G. Please insert the following as the third paragraph under the section
entitled "Brokerage and Portfolio Turnover" beginning on page 17:
EDGEWOOD SERVICES, INC.
Distributor
Cusip 680414208
G01972-04 (6/97)
"For the period from January 31, 1997 (commencement of operations) to
April 30, 1997, the aggregate commissions paid from the Growth Fund were
$17,654."
