SOLON FUNDS
N-30D, 1996-05-01
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SOLON SHORT DURATION GOVERNMENT FUNDS
1981 N. Broadway, Suite 325
Walnut Creek, California 94596
510-988-7110

Annual Report
For the fiscal year ended February 29, 1996

Dear Fellow Shareholder:

We are  pleased  to  report  on the  performance  of the  Solon  Short  Duration
Government  Funds for The Solon  Funds'  fiscal year ended  February  29,  1996.
During the period the One Year Portfolio  achieved a cumulative return of 7.09 %
and the Three Year Portfolio  achieved a cumulative  return of 8.73%.  The Three
Year  Portfolio is ranked  first in its Lipper  universe for the two year period
since its inception. Detail on Fund performance, indices and universes, follows.

The portfolio  management  team achieved this superior  performance  by pursuing
Solon's disciplined,  consistent method which emphasizes liquidity,  high credit
quality, and full analysis of all aspects of investment risk, especially:

o      Interest  rate risk, or the  portfolio's  exposure to changes in interest
       rates, is controlled using portfolio effective duration,  which gives the
       most precise  measure  available of the amount by which a bond's price is
       expected to change if interest rates rise or fall one percent.

o      Credit  risk,  or the  risk  that  obligations  will  not be  repaid,  is
       controlled  through  investing  only in very high quality  bonds,  mostly
       issued by agencies or instrumentalities of the US government.  Regardless
       of the issuer,  however,  we do not buy a bond without a full analysis of
       its creditworthiness.

o      Liquidity  risk,  the risk that it will be difficult to sell a bond at an
       expected  price,  is controlled  through  purchasing  only highly liquid,
       actively traded bonds,  and then carefully  watching price movement to be
       sure  that we can sell  everything  in Solon  portfolios  rapidly  at the
       carrying price. We must report to our board of Trustees any difference of
       greater  that 1% between a carrying  price and the price at which we were
       able to sell a bond. To date, we have not had such a variance.

o      Derivative  risk, the risk of changes in price and/or  interest rate risk
       due to changes in the allocation of cash flows,  is controlled  first and
       foremost  through the  consistent,  disciplined  application  of rigorous
       analysis combined with market experience. Because we believe, however, in
       the value of the  objectivity  an independent  standard  provides for our
       shareholders'  peace of mind, we also strictly  adhere to the  investment
       guidelines   established  by  federal  banking  regulators  (the  Federal
       Financial  Institutions  Examination  Council)  which  define "high risk"
       derivatives.  The Solon Funds are precluded by definition  from investing
       in any instrument that fails to satisfy these  guidelines at purchase and
       throughout the holding period.

At Solon,  we control risk in other  important  ways.  Specifically,  we provide
detailed monthly reports including full portfolio  composition,  yield curve and
interest  rate risk  position,  and related  security  level stress tests to all
shareholders  and to anyone else who would like to see them.  Please let us know
what we can do to serve you better.  We appreciate  your confidence in The Solon
Funds and Solon Asset Management,  L.P. and look forward to another  interesting
year.

Sincerely,


Deborah Hicks Midanek
Chairman
April 11, 1996
<PAGE>
FUND PERFORMANCE

Once  again  we  offer  our  thanks  to  the  portfolio   management   team  for
extraordinary performance in challenging conditions. Presented below are a table
showing the Funds'  cumulative total return for the year ended February 29, 1996
along with average annual returns since the Funds' March 1, 1994 inception. Also
provided is a graph  showing  each Fund's  performance  over time,  expressed in
terms of the impact of the Funds'  performance  on an  investment  of $10,000 at
inception.

The Funds'  performance  shows the total return earned by each Fund:  changes in
Fund share price,  plus  reinvestment of dividends (or income) and capital gains
or  losses,  earned by the Funds  when they sell  securities  that have grown or
declined in value.  Performance is shown in comparison to the Lehman  Government
1-3 Year Index.  The index is unmanaged and assumes  reinvestment  of all coupon
income.

Total Returns for the Period Ended February 29, 1996

                                             Last         
                                             Twelve       Average Annual
                                             Months       Since Inception

Solon Short Duration Government Funds:       
         One Year Portfolio                  7.09%        6.10%
         Three Year Portfolio                8.73%        6.40%

Lehman Government 1-3 Year Index             8.37%        5.78%


Solon Short Duration  Government  Funds  Compared to Lehman  Government 1-3 Year
Index 

                               [GRAPHIC OMITTED]




<PAGE>





An interview with James I. Midanek, lead portfolio manager of The Solon Funds.

How did the Funds perform?  We are very pleased with the performance of both the
One  Year  and the  Three  Year  Portfolio's  for  this  year.  The  Three  Year
Portfolio's total return for the twelve months ended February 29, 1996 was 8.73%
and the One Year Portfolio's  total return was 7.09%. The Lehman  Government 1-3
Year Index had a return of 8.37% for the same time period.

The Solon Three Year Portfolio was ranked number one in its Lipper  Universe for
its inception to date return. (the Lipper Short US Government Bond Fund Universe
is comprised of 90 funds).

What challenges did the funds face during the past year?

Although  most  pundits  were  bearish as the year  began,  interest  rates fell
throughout  the year with two year Treasury notes rates falling 1.43% and yields
on longer maturity Treasuries falling only slightly less. This steepening of the
yield curve  coupled with the poor  performance  of mortgage  backed  securities
presented us with our greatest challenge.  Nevertheless,  The Solon Funds, which
focus on high quality, highly liquid securities, maintained superior performance
over the course of the year.

So in the face of a challenging year, how did you manage the Funds investments?

As rates fell, we increased  the defensive  nature of our holdings by increasing
our exposure to Treasuries,  Adjustable Rate Mortgages  ("ARM's") and cash while
reducing our exposure to Collateralized  Mortgage  Obligations  ("CMO's").  This
prepared  us for the turn in the market  which  began in  February  of 1996 when
rates began to rise.  The increase in ARM,  Treasury and cash  exposures  helped
protect us from the  underperformance  of the mortgage backed  securities market
during 1995.

What do you see in the next year for both the fixed income market and the Funds?

Since February 1996, interest rates have risen nearly 100 basis points. While we
anticipated the possibility of rising rates, we believe that the severity of the
move is not justified by economic  conditions.  We do not believe that inflation
is a significant threat in the new year or that the rate of economic growth will
increase beyond current levels.

While at the end of 1995 the short end of the yield  curve  reflected  an overly
enthusiastic  view regarding the likelihood of a Federal Reserve rate cut in the
immediate  future,  current  rates  (almost 6% for the two year note) are overly
pessimistic.  For the  remainder of 1996,  we expect rates to stabilize and then
fall.

How are the Funds positioned for the coming months?

As mentioned  above,  we have increased the Funds position in ARM's,  Treasuries
and cash to defend against what was a hostile  environment.  Our outlook for the
rest of the year is quite optimistic, therefore we expect to extend the duration
and increase the mortgage backed securities holdings of the Funds while lowering
our cash  position to take  advantage  of falling to stable  rates and  expected
excellent MBS performance.


<PAGE>
                           [Ernst & Young Letterhead]


                         REPORT OF INDEPENDENT AUDITORS


The Shareholders and Board of Trustees
Solon Short Duration Government Funds

We have audited the  accompanying  statement of assets and  liabilities of Solon
Short Duration  Government  Funds (comprised of the One Year Portfolio and Three
Year  Portfolio)  (the Funds),  including  the schedules of  investments,  as of
February 29, 1996,  and the related  statements of operations  for the year then
ended, and the statements of changes in net assets and financial  highlights for
each of the two years in the period then ended.  These financial  statements and
financial  highlights  are the  responsibility  of the  Funds'  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the 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
February 29, 1996, by  correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonably  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 each
of the respective  portfolios  comprising  the Solon Short  Duration  Government
Funds at February 29, 1996 and the results of their operations, changes in their
net assets and their  financial  highlights for the periods  indicated  above in
conformity with generally accepted principles.



                                           /s/ Ernst & Young LLP

March 29, 1996




<PAGE>
                     SOLON SHORT DURATION GOVERNMENT FUNDS:
                               ONE YEAR PORTFOLIO
                            SCHEDULE OF INVESTMENTS
                               February 29, 1996



Principal                                                                Value
  Amount                                                                (Note 1)
- ---------                                                               --------
            U.S. GOVERNMENT AGENCY SECURITIES-83.1%
            Federal Home Loan Mortgage Corporation-20.6%
  $10,000            5.300%due 3/5/96                                     $9,993
    5,000            5.520%due 3/8/96                                      4,994
   46,407            5.150%due 11/15/2006, REMIC                          46,175
   20,944            9.500%due 10/15/2019, REMIC                          20,977
                                                                       ---------
                                                                         $82,139
                                                                       ---------
            Federal National Mortgage Association-42.0%
   90,571            7.595%due 6/1/2018                                   93,260
   71,384            7.892%due 11/1/2018                                  73,950
                                                                       ---------
                                                                         167,210
                                                                       ---------
            Government National Mortgage Association-10.0%
   38,916            6.500%due 7/20/2025                                  39,598
                                                                       ---------
             Federal  Agriculture   Mortgage  Corporation  Discount
             Notes- 10.5%
   42,000            5.130%due 3/15/96                                    41,910
                                                                       ---------


            TOTAL U.S. GOVERNMENT AGENCY SECURITIES  (Cost $330,750)    $330,857


            U.S. TREASURY OBLIGATIONS-15.0%
            U.S. Treasury Notes:
   59,000            7.250%due 11/30/1996  (Cost $59,628)                 59,811
                                                                       ---------



            TOTAL INVESTMENTS     (Cost $390,378)         98.1%          390,668

            OTHER ASSETS AND LIABILITIES (Net)             1.9%            7,398
                                                      ---------        ---------
            NET ASSETS                                   100.0%         $398,066
                                                      ========         =========

                 See accompanying notes

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

<PAGE>

                     SOLON SHORT DURATION GOVERNMENT FUNDS:
                              THREE YEAR PORTFOLIO
                            SCHEDULE OF INVESTMENTS
                               February 29, 1996

Principal                                                               Value
  Amount                                                               (Note 1)
- ---------                                                             ----------

             U.S. GOVERNMENT AGENCY SECURITIES-65.2%
             Government National Mortgage Association-10.6%
$1,144,728            6.500%due 7/20/2025                             $1,164,761

             Federal National Mortgage Association-23.1%
   516,000            6.750%due 11/25/2020                               520,193
   248,147            7.892%due 11/1/2018                                257,065
   206,652            7.500%due 1/25/1997, REMIC                         205,942
   612,218            9.000%due 4/1/1997, REMIC                          650,864
   257,475            5.000%due 9/25/2011, REMIC                         256,349
   358,348            7.595%due 6/1/2018                                 368,987
    17,797            9.400%due 10/25/2017, REMIC                         18,282
   265,072            8.034%due 12/01/2017, REMIC                        271,284
                                                                       ---------
                                                                       2,548,966
                                                                       ---------
             Federal Home Loan Mortgage Corp-31.5%
   151,806            8.000%due 1/1/2026                                 155,696
   880,000            6.500%due 3/1/2010, TBA                            849,475
   500,000            6.500%due 3/1/2010, TBA                            495,469
   565,000            8.000%due 3/1/2010, TBA                            579,478
   195,259            9.500%due 10/15/2019, REMIC                        195,564
   556,886            5.150%due 11/15/2006, REMIC                        554,102
   265,000            5.400%due 4/15/2014, REMIC                         261,853
   154,313            6.750%due 7/15/2003, REMIC                         154,361
   231,362            9.000%due 5/15/2020, REMIC                         232,302
                                                                       ---------
                                                                       3,478,300
                                                                       ---------

              TOTAL U.S. GOVERNMENT AGENCY SECURITIES  (Cost $7,190,7  7,192,027

             U.S. TREASURY OBLIGATIONS-24.3%
             U.S. Treasury Notes:
   200,000            5.000%due 1/31/1998                                198,437
 1,355,000            7.750%due 12/31/1999                             1,451,120
   820,000            6.125%due 5/15/1998                                830,762
   200,000            5.000%due 2/15/1999                                197,000
                                                                       ---------

              TOTAL U.S. TREASURY OBLIGATIONS   (Cost $2,669,855)      2,677,319

             REPURCHASE AGREEMENTS-27.3%

             Repurchase  agreement  with  Barclays de Zoette  Wedd,
             5.45%,  dated 2/29/96,  due 3/1/96  (Collateralized by
             FNMA Strip, par value of $1,569,009,
 1,000,000   due 1/1/24, value of $1,020,000 )                         1,000,000

             Repurchase  agreement with Paine Webber,  5.45%, dated
             2/29/96, due 3/1/96 (Collateralized by FNMA, par value
             of $2,170,000,
 2,009,000   due 2/1/26, value of $ 2,043,185 )                        2,009,000
                                                                       ---------

             TOTAL REPURCHASE AGREEMENTS  (Cost $3,009,000)            3,009,000

             TOTAL INVESTMENTS   (Cost $12,869,618)     116.8%        12,878,346

             OTHER ASSETS AND LIABILITIES (Net)         (16.8%)      (1,851,781)
                                                                     -----------
             NET ASSETS                                  100.0%      $11,026,565
                                                         =====       ===========

             See accompanying notes
<PAGE>


                          THE SOLON FUNDS
                STATEMENT OF ASSETS AND LIABILITIES
                         February 29, 1996


                                                 Solon Short Duration
                                                   Government Funds:
                                               One Year       Three Year
                                               --------       ----------
   ASSETS
   Investment in securities, at value 
    (Identified cost $390,378 and 
    $12,869,618 respectively)                 $390,668     $12,878,346
   Cash                                            460             896
   Receivables:
     Interest                                    2,816          70,781
     Paydown and other receivables               4,288         529,920
     Prepaid expenses                            1,662           1,662
                                              --------      ----------
   Total Assets                                399,893      13,481,605
                                              ========      ==========

   LIABILITIES
     Investment securities purchased                         2,449,516
     Payable to manager (Note 2)                 1,662           3,114
     Dividends payable                             165           2,410
                                              --------      ----------
   Total Liabilities                             1,827       2,455,040
                                              --------      ----------

   NET ASSETS                                 $398,066     $11,026,565
                                              ========      ==========

   Net Assets consist of:
   Capital shares                             $396,561     $10,997,114
   Accumulated undistributed net 
     investment income                              98               0
   Accumulated net realized gain 
     on investment transac                       1,116          20,723
   Net unrealized appreciation of 
     investments (Note 3)                          290           8,728
                                              --------      ----------
   NET ASSETS                                 $398,065     $11,026,565
                                              ========      ==========

   Net Asset Value,
    per share                                   $10.03          $10.04
   Capital shares outstanding $.01 per
   Unlimited number of shares authorized        39,690       1,098,140

   See accompanying notes

<PAGE>

                                THE SOLON FUNDS
                            STATEMENT OF OPERATIONS
                      For the Year Ended February 29, 1996


                                                 Solon Short Duration
                                                   Government Funds:
                                               One Year       Three Year
                                               --------       ----------
   INVESTMENT INCOME:
   Interest                                     $17,194        $580,067

   Expenses:
     Advisory fee (Note 2)                          663          22,123
     Custodian fee                               15,041          31,016
     Directors' fees & expenses 
      (Note 2)                                    4,500           4,500
     Shareholder Services                         3,657          30,810
     Interest expense (Note 4)                                   11,053
     Legal fee                                    8,238           8,238
     Audit expense                                6,775           9,775
     Insurance expense                            3,699           3,699
      Other                                       1,277           7,286
                                               --------      ----------
       Total expenses                            43,850         128,500
     Expenses reimbursed by the 
       manager (Note 2)                         (43,850)        (96,217)
                                               --------      ----------
      Total expenses                                  -          32,283
                                               --------      ----------
 
   NET INVESTMENT INCOME                         17,194         547,784
                                               --------      ----------

   NET REALIZED AND UNREALIZED GAIN
    ON INVESTMENTS:
   Net realized gain                                872         158,024

   Unrealized appreciation (Note 3)                 445          14,016
                                               --------      ----------

   NET REALIZED AND UNREALIZED GAIN ON
    INVESTMENTS:                                  1,317         172,040
                                               --------      ----------

   NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS:                            $18,511        $719,824
                                               ========      ==========
  


   See accompanying notes


<PAGE>


<TABLE>
<CAPTION>

                                 THE SOLON FUNDS
                       STATEMENT OF CHANGES IN NET ASSETS


                                                    Solon Short Duration Government Funds:
                                                      One Year                   Three Year
                                              -------------------------  ------------------------
                                                 For The Year Ended         For The Year
                                              February 29, February 28,  February 29, February 28,
                                                  1996         1995          1996         1995
                                              ------------ ------------  ------------ ------------

<S>                                               <C>           <C>         <C>          <C>     

   INCREASE (DECREASE) IN NET ASSETS:

   FROM OPERATIONS:
     Net investment income                        $17,194       $6,402      $547,784     $535,397
     Net realized gain (loss) from 
       investment                                     872          (44)      158,024     (167,698)
     Net unrealized appreciation 
       (depreciation) of investments 
       (Note 3)                                       445         (155)       14,016       (5,288)
                                                  -------       -------     --------     ---------
     Net increase in net assets 
       resulting from                              18,511        6,203       719,824      362,411
                                                  -------       ------      --------     ---------

   FROM DISTRIBUTIONS TO SHAREHOLDERS:
     Net investment income                        (17,017)      (6,192)     (530,162)    (522,622)
                                                  --------      -------     ---------    ---------

   FROM CAPITAL SHARE TRANSACTIONS:
     Net increase in net assets from 
       capital share transactions 
       (Note 5)                                   251,905      144,656     3,772,091    7,225,023
                                                  -------      -------     ---------    ----------


   NET INCREASE IN NET ASSETS                     253,399       94,667     3,961,753    7,034,813

   NET ASSETS:
     Beginning of the year                        144,667       50,000     7,064,812       50,000
                                                 --------     --------   -----------   -----------
     End of year                                 $398,066     $144,667   $11,026,565   $7,064,812
                                                 ========     ========   ===========   ===========
</TABLE>


   See accompanying notes


<PAGE>
<TABLE>
<CAPTION>


                                 THE SOLON FUNDS
                              FINANCIAL HIGHLIGHTS


                                                  Solon Short Duration Government Funds:
                                                      One Year                   Three Year
                                              -------------------------  ------------------------
                                                 For the Year Ended         For the Year Ended
                                              February 29, February 28,  February 29, February 28,
                                                  1996         1995          1996         1995
                                              ------------ ------------  ------------ ------------


<S>                                              <C>          <C>        <C>           <C>       
   Net asset value, beginning of year               $9.99       $10.00         $9.80       $10.00
   Income from investment operations:
     Net investment income                           0.64         0.53          0.60         0.61
     Net realized and unrealized gain (loss) o       0.05        (0.02)         0.23        (0.22)
       Total from investment operations              0.69         0.51          0.83         0.39

   Distributions:
     Dividends from net investment income           (0.65)       (0.52)        (0.59)       (0.59)

   Net asset value, end of period                  $10.03        $9.99        $10.04        $9.80


   Total Return                                      7.09%        5.21%         8.73%        4.08%

   Ratios/Supplemental Data:
     Net assets, end of period                   $398,066     $144,667   $11,026,565   $7,064,812
     Ratio of expenses to average net assets:
       Before expense reimbursement of operati      16.47%       27.89%         1.45%        1.18%
       After expense reimbursement of operatin       0.00%        0.00%         0.24%        0.15%
       Interest expense                                                         0.12%        0.04%
     Ratio of net investment income to average       6.46%        5.74%         6.18%        6.21%
     Portfolio turnover rate                                                     251%         405%
     Average debt outstanding during the perio                              $256,115      $75,604
     Average shares outstanding during the per                               901,238      895,472
     Average debt per share during the period                                  $0.28        $0.08
</TABLE>

     * Average based upon amounts outstanding
       at each month end.
<PAGE>
                                                  THE SOLON FUNDS
                                           NOTES TO FINANCIAL STATEMENTS

1.       ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:

a.       ORGANIZATION.  The Solon  Funds  are  registered  under the  Investment
         Company Act of 1940, as amended, as a diversified,  open-end management
         investment  company.  As of February 29, 1996,  The Solon Funds had two
         series:  Solon Short Duration Government Funds: One Year Portfolio (the
         "One Year Portfolio") and Solon Short Duration  Government Funds: Three
         Year  Portfolio  (the  "Three  Year  Portfolio")  (each  a  "Fund"  and
         collectively the "Funds").  The Funds commenced  operations on March 1,
         1994.  The costs of  organization  for the One Year  Portfolio  and the
         Three Year Portfolio were assumed by Solon Asset Management,  L.P. (the
         "Manager").

b.       SECURITY  VALUATION.  The Funds value  portfolio  securities  at market
         value,  determined on the basis of last reported sales price,  or if no
         sales are reported, as is the case with most securities traded over the
         counter,  the mean  between  representative  bid and asked  quotations.
         Short-term securities with maturities of 60 days or less are carried at
         amortized cost, which approximates  market value.  Certain fixed income
         securities for which market quotations are not readily available may be
         valued,  pursuant to guidelines  established  by the Board of Trustees,
         with reference to fixed income securities whose prices are more readily
         obtainable and whose  durations are comparable to the securities  being
         valued.  Subject to the  foregoing,  other  securities for which market
         quotations  are not  readily  available  are  valued  at fair  value as
         determined in good faith by the Board of Trustees.

c.       REPURCHASE  AGREEMENTS.   Securities  which  collateralize   repurchase
         agreements are held on the Funds' behalf by the Funds'  custodian.  The
         Manager is responsible for determining that the value of the collateral
         remains  at  least  equal  to the  carrying  amount  of the  repurchase
         agreement.

d.       REVERSE REPURCHASE AGREEMENTS. The Funds maintain cash, U.S. Government
         Securities,  or other liquid high grade debt instruments equal in value
         to the  Funds'  obligations  in a  segregated  account  with the Funds'
         custodian.

e.       SECURITIES  TRANSACTIONS AND INVESTMENT INCOME.  Security  transactions
         are  accounted  for as of trade  date.  Realized  gains and  losses are
         determined  on the  specific  identified  cost basis.  Interest  income
         includes  amortization of discounts and premiums.  Securities purchased
         on a when-issued  or delayed  delivery  basis may be settled a month or
         more  after  the  trade  date.  Such  securities  are  included  in the
         portfolio and are subject to market  fluctuations during the period. On
         the date of the  commitment  to purchase or sell,  the Funds  designate
         specific  assets  with a current  value at least equal to the amount of
         the commitment to be used for settling the commitment.




<PAGE>




                                 THE SOLON FUNDS
                   NOTES TO FINANCIAL STATEMENTS -(CONTINUED)

f.       FEDERAL  INCOME TAXES.  The Funds comply with the  requirements  of the
         Internal Revenue Code applicable to regulated  investment companies and
         distribute  taxable income and net realized gains sufficient to relieve
         each Fund from federal income, excise, and state income taxes.

g.       DISTRIBUTIONS  TO  SHAREHOLDERS.   Distributions  to  shareholders  are
         recorded on the ex-dividend date. The Funds declare dividends daily and
         pay them monthly.  Distributions  of any capital gains earned by a Fund
         are distributed no less  frequently  than annually.  Income and capital
         gain  distributions  are  determined  in  accordance  with  income  tax
         regulations  which  may  differ  from  generally  accepted   accounting
         principles.

h.       USE OF ESTIMATES. The preparation of financial statements in conformity
         with generally accepted  accounting  principles  requires management to
         make estimates and assumptions  that affect the amounts reported in the
         financial  statements  and  accompanying  notes.  Actual  results could
         differ from such estimates.

2.       MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:

a.       The Manager receives management fees at the annual rate of 0.25% of the
         Fund's average net assets. The Manager performs administrative services
         for the Funds for which the Manager receives compensation based upon an
         annual rate of 0.07% of The Funds' average net assets. The Manager also
         provides  shareholder services to the Funds for annual fees of 0.25% of
         the Fund's average net assets.

b.       The Manager  voluntarily  agreed to absorb all the  expenses of the One
         Year  Portfolio  for the year ended  February  29,  1996.  The  Manager
         voluntarily  agreed  to limit  the  Three  Year  Portfolio's  expenses,
         excluding interest expense,  to .24% of average net assets on an annual
         basis.  Reductions in fees are subject to recovery within the following
         three years provided the Fund is able to effect such  reimbursement and
         remain in compliance with applicable  expense  limitations.  Any of the
         Manager's voluntary absorptions are also subject to recovery.

c.       The  Trust's   Chairman  and  Chief  Executive   Officer  is  the  sole
         "affiliated  person" as defined in the  Investment  Company  Act.  Each
         Trustee  who is not an  "affiliated  person" of the Trust  receives  an
         annual retainer of $1,000 and a $500 fee for each meeting attended,  as
         well as reimbursement for expenses.

3.       SECURITIES TRANSACTIONS:

a.       Securities  transactions (excluding short term securities) for the year
         ended February 29, 1996, for the Three Year Portfolio were as follows:

         Purchases:     $25,872,953             Sales:     $20,758,573



<PAGE>





                                 THE SOLON FUNDS
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

b.       On February 29, 1996, the  composition of unrealized  appreciation  and
         depreciation for federal income tax purposes was as follows:

                                                                  Net
                                Tax Basis          Tax Basis      Unrealized
                                Unrealized        Unrealized      Appreciation
                                Appreciation     (Depreciation)   (Depreciation)
                                ------------     --------------   --------------
         One Year Portfolio     $   669          ($   379)        $  290
         Three Year Portfolio   $56,348          ($47,620)        $8,728

c.       At February  29,1996,  the cost of  investments  for Federal income tax
         purposes was the same as the cost for financial reporting purposes.


4.       SHORT TERM BORROWINGS

         For the year ended  February 29, 1996,  the maximum  borrowings  by the
         Three Year Portfolio under reverse  repurchase  agreements  amounted to
         $1,327,625.  Interest  rates  ranged  from  2.50% to 6.00%  during  the
         period.

5.       TRANSACTIONS IN CAPITAL SHARES:

         Transactions in capital shares were as follows:

                             For The Year  Ended      For The Year Ended
                             February 29,1996         February 28, 1995
                             ----------------         -----------------
   One Year Portfolio        Shares    Amount         Shares        Amount
                             ------    ------         ------        ------
    Shares Sold              24,084    $240,596         14,418      $144,079
    Issued as Reinvestment   
      of Dividends            1,765      17,662            539         5,382
    Shares Redeemed             (635)    (6,353)          (481)       (4,805)
      Net increase           25,214    $251,905         14,476      $144,656
                             ======    ========       =========     ========

   Three Year Portfolio      Shares    Amount         Shares        Amount
                             ------    ------         ------        ------
    Shares Sold             340,414    $3,405,825     1,011,126     $10,054,133
    Issued as Reinvestment 
      of Dividends           56,672       565,039        46,935         458,322
    Shares Redeemed         (19,715)     (198,773)     (337,292)     (3,287,432)

    Net increase            377,371    $3,772,091       720,769      $7,225,023
                            =========  ==========     ==========    ===========







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