HAVEN CAPITAL MANAGEMENT TRUST
N-30D, 1996-09-03
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                         Sunstone Financial Group, Inc.
                            207 East Buffalo Street
                                   Suite 400
                              Milwaukee, WI 53202
                                 (414) 271-5885

September 1, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Re:  The Haven Fund Semi-Annual Report
     Filing Pursuant to Rule 30b2-1
     under the Investment Company Act of 1940
     SEC File Nos. 811-8428; 33-76670

Dear Sir/Madam:

On behalf of The Haven Fund (the "Fund"), transmitted herewith for filing
pursuant to Rule 30b2-1 under the Investment Company Act of 1940, as amended, is
the Fund's Semi-Annual Report to shareholders for the six months ended April 30,
1996.

Questions regarding this filing should be directed to the undersigned.

Sincerely,

/s/ Paula Hough-Carbell
Paula Hough-Carbell
Marketing Manager

Encl.



                               SEMI-ANNUAL REPORT
                                 APRIL 30, 1996

                         HAVEN CAPITAL MANAGEMENT, INC.
                               Investment Adviser

                                 THE HAVEN FUND


                                                           LETTER TO INVESTORS
                                                                    June, 1996

Dear Shareholder,

For the six month period ended April 30, 1996 the total return of The Haven Fund
was +19.1%.  This compares with increases in the Standard & Poor's 500 Stock
Index of 13.8% and the Lipper Growth Fund Index of 11.2%. We wrote in the Fund's
annual report that the arbitrary timing of these reports, which cover such short
periods of time, affects the results. As October 30 was an unfavorable date for
us to report, so April 30 turned out to be a favorable date.  We reiterate what
we said in the annual report - that longer-term measures of performance have
more meaning. For the calendar year-to-date the Fund was +11.2% through April
30, as compared with +6.9% for the S&P 500 and +7.1% for the Lipper Growth Fund
Index.

Regardless of the vagaries of timing, the Fund had a very  favorable six months.
It may be stating the obvious, but overall the stocks we had selected did
relatively well. We say "had" selected because The Haven Fund is a long-term
investor, and we do not pursue short-term fashions in the stock market. It was
some stocks that we had owned long-term, as well as some recent purchases, that
contributed to the favorable results. In particular the retailing sector, our
largest area of investment, came back to life in 1996. In late 1995 retail
stocks were out of favor. It seemed to us that an economic sector, personal
consumption, which comprises about two-thirds of Gross Domestic Product was not
going to evaporate and was severely under-valued by the stock market. Other
stocks that did particularly well were United Meridian, Culligan Water
Technologies, Guidant Corp., Sanofi S.A. and Schlumberger. United Meridian is an
independent oil and gas producer. For years we watched it build an impressive
portfolio of prospects and discoveries in West Africa and investors paid little
attention; suddenly they did. We expect Culligan to capitalize on the growing
need for clean water. Guidant is a leading manufacturer of heart pacemakers and
other medical implants whose advanced technology continues to gain market
acceptance. Sanofi is a large French-based pharmaceutical company with an
interesting new product profile. Schlumberger is the giant in the oil well
service business, and the stock responded to a recovery in oil field activity.

Disappointments were Reader's Digest, where new managment has taken longer to
bring higher efficiency than we expected; Kimberly Clark, which is digesting its
acquisition of Scott Paper and United Health Care, which has been a long-term
winner for us but got over-valued (we had sold half of our position at higher
prices). We continue to regard all three as strong, well-run companies and,
barring unexpected unfavorable corporate developments, we intend to retain these
investments.

The question shareholders ask us most often is our policy with regard to capital
gains. We feel it is inevitable for a successful fund to realize gains from time
to time, but we do aim to be long-term investors. The Haven Fund and HCM
Partners, L.P. (whose portfolio the Fund acquired) have held Royal Dutch since
1985, Schlumberger and Sysco since 1987 and several other stocks for over five
years. The fundamental policy of the Fund is long-term growth of capital, and it
generally has had minimal realized short-term gains.

We thank you for your continued support and welcome any calls. Our telephone
number is 1-800-HAVENMG (1-800-428-3664).

Sincerely,

/s/ Colin C. Ferenbach
Colin C. Ferenbach
President



The chart on the following page assumes an initial gross investment of $10,000
made on June 27, 1984 and shows how the Fund and its predecessor have performed.
The Fund began operations on June 23, 1994. Results for the period prior to that
date reflect the performance of HCM Partners, L.P., a limited partnership that
was managed by Haven Capital Management, the Fund's investment adviser, from
1984 to 1994. On June 23, 1994 the Fund acquired the assets of the Partnership
in exchange for shares of the Fund. Although the Partnership was managed by the
same individuals who manage the Fund, and the Fund is managed in a manner that
is in all material respects equivalent to the management of the Partnership, the
information below should not be viewed as an indication of the future
performance of the Fund. It includes information regarding the Partnership's
operations for periods before the Fund's registration statement became
effective. The Partnership was not registered under the Investment Company Act
of 1940 and therefore was not subject to certain investment restrictions that
are imposed by that Act. If the Partnership had been registered, its performance
might have been adversely affected. In addition, the expenses borne by the Fund
are higher than those borne by the Partnership.



                       AVERAGE ANNUAL TOTAL RETURN OF THE
                              FUND AND PARTNERSHIP
                        FOR PERIODS ENDED APRIL 30, 1996
                        --------------------------------

                                      One      Five      Ten       Since
                                      Year     Year      Year   Inception<F1>
                                      ----     ----      ----    ----------

  THE HAVEN FUND                     29.0%    15.2%     11.9%      14.7%
  S&P 500 Stock Index                30.2%    14.9%     14.3%      16.8%
  Lipper Growth
    Fund Index                       28.9%    14.3%     12.6%      15.1%

  <F1> June 27, 1984



                          AVERAGE ANNUAL TOTAL RETURN
                                  OF THE FUND
                        FOR PERIODS ENDED APRIL 30, 1996
                        --------------------------------

                                      One      Since
                                      Year  Inception<F2>
                                      ----   ----------

  THE HAVEN FUND                     29.0%     21.8%
  S&P 500 Stock Index                30.2%     25.0%
  Lipper Growth
    Fund Index                       28.9%     22.5%

  <F2> June 23, 1994


GROWTH OF A $10,000 INVESTMENT FOR THE FUND AND THE PARTNERSHIP

                 06/27/84 10/31/84 10/31/85 10/31/86 10/31/87 10/31/88 10/31/89
                  -------- -------- ------- -------- -------- -------- --------
THE HAVEN FUND    $10,000  $10,707  $13,463  $17,403  $16,491  $19,155  $22,183
S&P 500           $10,000  $11,007  $13,119  $17,460  $18,585  $21,348  $26,959
Lipper Growth
  Fund Index      $10,000  $10,650  $12,609  $16,302  $16,440  $18,947  $23,733


GROWTH OF A $10,000 INVESTMENT FOR THE FUND AND THE PARTNERSHIP (cont'd.)

                 10/31/90 10/31/91 10/31/92 10/31/93 10/31/94 10/31/95 04/30/96
                  -------- -------- ------- -------- -------- -------- --------
THE HAVEN FUND    $20,650  $27,947  $31,122  $36,777  $38,856  $44,160  $50,927
S&P 500           $24,969  $33,289  $36,601  $42,069  $43,698  $55,251  $62,854
Lipper Growth
  Fund Index      $20,688  $29,264  $31,546  $37,534  $38,299  $47,484  $52,811

The S&P 500 is an unmanaged index of 500 selected common stocks, most of which
are listed on the New York Stock Exchange. The index is heavily weighted toward
stocks with large market capitalizations and represents approximately two-thirds
of the total market value of all domestic common stocks.

The Lipper Growth Fund Index is an unmanaged index comprised of the largest 30
of the 112 funds in the Lipper Growth Fund category. Funds included in the
category are, by definition, those which normally invest in companies whose
long-term earnings are expected to grow significantly faster than the stocks
represented in the major unmanaged stock indices.

A direct investment in either the S&P 500 or the Lipper Growth Fund Index is not
possible.

Total return calculations reflect fee waivers in effect. In the absence of fee
waivers, total return performance would be reduced. Total return is based on net
change in NAV assuming reinvestment of distributions. Investment return and
principal value of an investment will fluctuate so that an investor's shares,
when redeemed, may be worth more or less than the original cost. Past
performance is no guarantee of future results.


STATEMENT OF NET ASSETS
April 30, 1996 (Unaudited)

   Number
 Of Shares                                                         Value
 ---------                                                         -----
             COMMON STOCKS 86.36%

             AUTO PARTS 3.37%
  50,000     Detroit Diesel Corp.<F3>                           $   956,250
  20,000     Valeo SA (FR)                                        1,109,392
                                                                 ----------
                                                                  2,065,642
                                                                 ----------

             BANKS 7.59%
  20,000     Credit Commercial de France (FR)                     1,001,470
  20,000     First Union Corp.                                    1,230,000
  25,000     Firstar Corp.                                        1,162,500
  15,000     Morgan (J.P.) & Co., Inc.                            1,261,875
                                                                 ----------
                                                                  4,655,845
                                                                 ----------

             CHEMICALS 5.50%
  15,000     DuPont (E.I.) de Nemours & Co.                       1,205,625
   6,000     Hoechst AG (GER)                                     1,008,660
  30,000     Praxair, Inc.                                        1,158,750
                                                                 ----------
                                                                  3,373,035
                                                                 ----------

             CONSUMER NON-DURABLES 7.31%
  37,500     Alberto Culver Co.                                   1,265,625
  15,000     Colgate Palmolive Co.                                1,149,375
  20,000     International Flavors & Fragrances, Inc.               982,500
  15,000     Kimberly-Clark Corp.                                 1,089,375
                                                                 ----------
                                                                  4,486,875
                                                                 ----------

             DRUG & HOSPITAL SUPPLIES 13.15%
  30,000     Abbott Laboratories                                  1,218,750
  30,000     Guidant Corp.                                        1,683,750
  50,000     Haemonetics Corp.<F3>                                  962,500
  12,500     Johnson & Johnson                                    1,156,250
  25,000     Pharmacia & Upjohn, Inc.                               956,250
  25,000     Stryker Corp.                                        1,209,375
  15,000     United Healthcare Corp.                                877,500
                                                                 ----------
                                                                  8,064,375
                                                                 ----------


STATEMENT OF NET ASSETS (cont'd.)
April 30, 1996 (Unaudited)

   Number
 Of Shares                                                         Value
 ---------                                                         -----
             COMMON STOCKS 86.36% (cont'd.)
             
             ELECTRICAL EQUIPMENT 2.25%
  20,000     Grainger (W.W.), Inc.                               $1,380,000
                                                                 ----------

             ELECTRONICS 5.05%
  12,500     Hewlett-Packard Co.                                  1,323,437
  60,000     Silicon Graphics, Inc.<F3>                           1,777,500
                                                                 ----------
                                                                  3,100,937
                                                                 ----------

             ENVIRONMENTAL CONTROL 2.20%
  40,000     Culligan Water Technologies, Inc.<F3>                1,350,000
                                                                 ----------

             FURNISHINGS & APPLIANCES 4.99%
  50,000     Helig-Meyers Co.                                     1,031,250
  50,000     Juno Lighting, Inc.                                    740,625
  50,000     Legget & Platt, Inc.                                 1,287,500
                                                                 ----------
                                                                  3,059,375
                                                                 ----------

             INSURANCE 2.04%
  35,000     Mid Ocean Limited - (BER)                            1,251,250
                                                                 ----------

             LODGING & CATERING 3.14%
  55,000     Brinker International, Inc.<F3>                        962,500
  30,000     Sysco Corp.                                            963,750
                                                                 ----------
                                                                  1,926,250
                                                                 ----------

             MACHINERY 1.81%
  70,000     Columbus McKinnon Corp.                              1,111,250
                                                                 ----------

             MISCELLANEOUS INDUSTRIALS 4.19%
  25,000     Avery Dennison Corp.                                 1,425,000
  15,000     Eastman Kodak Co.                                    1,147,500
                                                                 ----------
                                                                  2,572,500
                                                                 ----------

             OIL - DOMESTIC 2.53%
  50,000     United Meridian Corp.<F3>                            1,550,000
                                                                 ----------



STATEMENT OF NET ASSETS (cont'd.)
April 30, 1996 (Unaudited)

   Number
 Of Shares                                                         Value
 ---------                                                         -----
             COMMON STOCKS 86.36% (cont'd.)

             OIL - INTERNATIONAL 5.75%
 250,000     Gulf Canada Resources, Ltd. - (CAN)<F3>            $ 1,375,000
   7,500     Mobil Corp.                                            862,500
   9,000     Royal Dutch Petroleum Co. - (NETH)                   1,289,250
                                                                 ----------
                                                                  3,526,750
                                                                 ----------

             OIL WELL EQUIPMENT & SERVICES 1.44%
  10,000     Schlumberger, Ltd. - (NETH ANT)                        882,500
                                                                 ----------

             PUBLISHING & BROADCASTING 2.00%
  30,000     Readers Digest Association, Inc.                     1,230,000
                                                                 ----------

             REAL ESTATE INVESTMENT TRUSTS 1.91%
  50,000     General Growth Properties, Inc.                      1,168,750
                                                                 ----------

             RETAILING 10.14%
  40,000     Borders Group, Inc.<F3>                              1,280,000
  40,000     Circuit City Stores, Inc.                            1,270,000
  40,000     Lowe's Companies, Inc.                               1,295,000
  40,000     Sports Authority (The), Inc.<F3>                     1,190,000
  20,000     Viking Office Products, Inc.<F3>                     1,187,500
                                                                 ----------
                                                                  6,222,500
                                                                 ----------

             Total Common Stocks
             (cost $37,666,923)                                  52,977,834
                                                                 ----------

    PAR
   (000)
   -------------------------------------------------------------------------

             CONVERTIBLE BONDS 4.22%
     900     Credit Suisse Holding Finance,
               4.88% - (SW), 11/19/02                             1,248,750
   4,650<F4> Sanofi, 4.00% - (FR), 01/01/00                       1,343,223
                                                                 ----------


             Total Convertible Bonds
             (cost $2,084,563)                                    2,591,973
                                                                 ----------

<F4> Nominal Par


STATEMENT OF NET ASSETS (cont'd.)
April 30, 1996 (Unaudited)

  Par
 (000)                                                             Value
 -----                                                             -----
             GOVERNMENT BOND 2.77%
  10,000     Kingdom of Denmark, 7.00%, 12/15/04 (DEN)
             (cost $1,745,783)                                 $  1,697,829
                                                                 ----------

             COMMERCIAL PAPER 4.38%
  $1,900     American Express Credit Corp., 5.15%, 5/1/96         1,900,000
     790     Ford Motor Credit Co., 5.29%, 5/3/96                   789,768
                                                                 ----------

             Total Commercial Paper
             (cost $2,689,768)                                    2,689,768
                                                                 ----------

             TOTAL INVESTMENTS 97.73%
             (cost $44,187,037)<F5>                              $59,957,404
                                                                 ----------


Other Assets in Excess of Liabilities 2.27%                       1,389,606
                                                                 ----------

Net Asset applicable to 4,700,113 shares of common
stock issued and outstanding 100.00%                            $61,347,010
                                                                 ==========

Net Asset Value, offering and redemption price
per share ($61,347,010/4,700,113)                                    $13.05
                                                                     ======

   The aggregate unrealized appreciation (depreciation) on a tax basis is as
follows:
      Gross appreciation ..............$16,256,295
      Gross depreciation ................(485,928)
                                        ----------
      Net appreciation ................$15,770,367
                                        ==========

 <F3>   Non-income producing securities.
 <F5>   Also cost for federal income tax purposes.

                       See Notes to Financial Statements.

COUNTRY ABBREVIATIONS
  (BER) - Bermuda      (GB) - Great Britain
  (CAN) - Canada       (NETH) - Netherlands
  (DEN) - Denmark      (NETH ANT) - Netherland Antilles
  (FR)  - France       (SW) - Switzerland
  (GER) - Germany


STATEMENT OF OPERATIONS
For the Six Months Ended April 30, 1996  (Unaudited)

INVESTMENT INCOME:
Dividends                                                     $     448,786
Interest                                                            193,976
                                                                 ----------
   Total Investment Income                                          642,762
                                                                 ----------

OPERATING EXPENSES:
Investment advisory fees                                            174,098
Legal fees                                                           61,158
Distribution fees                                                    54,609
Administration and accounting fees                                   49,998
Transfer agent fees                                                  25,974
Amortization of organizational costs                                 25,276
Custodian fees                                                       18,072
Trustees' fees and expenses                                          13,923
Audit fees                                                           10,846
Insurance fees                                                        9,450
Printing fees                                                         8,466
Blue Sky fees                                                         3,335
Registration fees                                                       818
Miscellaneous expenses                                                3,964
                                                                 ----------
   Total Operating Expenses                                         459,987
                                                                 ----------

Net Investment Income                                               182,775
                                                                 ----------

NET REALIZED GAIN (LOSS) FROM:
   Investments                                                    4,532,818
   Foreign currency transactions                                   (13,202)
NET INCREASE IN UNREALIZED APPRECIATION ON:
   Investments                                                    5,529,006
   Translation of assets and liabilities in foreign currency         52,486
                                                                 ----------
Net realized and unrealized gain from
 investments and foreign currency                                10,101,108
                                                                 ----------
Net increase in net assets resulting from operations            $10,283,883
                                                                 ==========

                       See Notes to Financial Statements.



STATEMENT OF CHANGES IN NET ASSETS

                                             SIX MONTHS             YEAR
                                               ENDED                ENDED
                                           APRIL 30, 1996        OCTOBER 31,
                                            (UNAUDITED)             1995
                                           -------------        ------------

INCREASE IN NET ASSETS FROM OPERATIONS:
Net investment income                      $    182,775        $    560,954
Net realized gain on
 investments and foreign
 currency transactions                        4,519,616           3,393,743
Net change in unrealized appreciation
 on investments and translation of
 other assets and liabilities
 denominated in foreign currencies            5,581,492           2,592,806
                                             ----------          ----------
   Net increase in net assets
     from operations                         10,283,883           6,547,503
                                             ----------          ----------

DIVIDENDS PAID TO SHAREHOLDERS:
From net investment income                    (298,616)           (685,149)
From net realized gains                     (3,308,473)           (961,624)
                                             ----------          ----------
   Total dividends paid to shareholders     (3,607,089)         (1,646,773)
                                             ----------          ----------

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold                     1,241,999           4,563,571
Value of shares issued in
 reinvestment of dividends                    2,610,416           1,438,749
Cost of shares redeemed                     (4,760,817)           (656,287)
                                             ----------          ----------
   Increase (decrease) in net assets
     from share transactions                  (908,402)           5,346,033
                                             ----------          ----------

   Total increase in net assets               5,768,392          10,246,763
                                             ----------          ----------

NET ASSETS:
Beginning of period                          55,578,618          45,331,855
                                             ----------          ----------
End of period                               $61,347,010         $55,578,618
                                             ==========          ==========

                       See Notes to Financial Statements.


FINANCIAL HIGHLIGHTS

                                 SIX MONTHS        YEAR          PERIOD
                                   ENDED          ENDED           ENDED
(For a Share Outstanding      APRIL 30, 1996   OCTOBER 31,    OCTOBER 31,
Throughout the Period)          (UNAUDITED)        1995         1994<F6>
- ------------------------      --------------   ----------    ------------

NET ASSET VALUE, 
  BEGINNING OF PERIOD             $11.67         $10.65          $10.00
                                  ------         ------          ------

INCREASE FROM INVESTMENT 
  OPERATIONS:
Net investment income               0.05           0.12            0.04
Net realized and unrealized
 gains on investments 
 and foreign
 currency transactions              2.09           1.28            0.61
                                  ------         ------          ------
   Total from investment 
     operations                     2.14           1.40            0.65

LESS DIVIDENDS PAID TO 
  SHAREHOLDERS:
 From net investment income       (0.06)         (0.15)              --
 From net realized gains          (0.70)         (0.23)              --
                                  ------         ------          ------
   Total distributions to
     shareholders                 (0.76)         (0.38)              --

NET ASSET VALUE, END 
  OF PERIOD                       $13.05         $11.67           $10.65
                                  ======         ======           ======
TOTAL RETURN                      19.07%         13.65%            6.50%

SUPPLEMENTAL DATA 
  AND RATIOS:
Net assets, end of
 period (in 000s)                $61,347        $55,579          $45,332
Ratios of expenses to
 average net assets                1.58%<F8>      1.53%<F7><F8>    1.20%<F7><F8>
Ratios of net investment 
 income to average net 
 assets                            0.63%<F8>      1.14%<F7><F8>    1.10%<F7><F8>
Portfolio turnover rate              41%            77%              27%
Average commission rate paid      $.0574             --               --
                                  ======         ======           ======

<F6> The Haven Fund commenced operations on June 23, 1994.
<F7> Without fee waivers, the ratio of operating expenses to average daily net
     assets would have been 1.59% and 1.43% (annualized) and the ratio of net
     investment income to average daily net assets would have been 1.08% and
     0.87% (annualized).
<F8> Annualized.

                       See Notes to Financial Statements.



                         NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND BUSINESS

The Haven Capital Management Trust (the "Trust") is an investment company
registered under the Investment Company Act of 1940, as amended. It is organized
as a Delaware business trust and is an open-ended, diversified, management,
series investment company which currently consists of The Haven Fund (the
"Fund").

2. SIGNIFICANT ACCOUNTING POLICIES

a) PORTFOLIO VALUATION:  Securities for which market quotations are readily
available are valued at market value, which is determined by using the last
reported sale price, or if no sales are reported, and in the case of certain
securities traded over-the-counter, the mean between the last reported bid and
asked prices. Short-term obligations having remaining maturities of 60 days or
less are valued at either amortized cost or original cost plus accrued interest
receivable, both of which approximate market value. All other securities and
assets, including any restricted and/or illiquid securities, will be valued at
their fair market value as determined pursuant to procedures adopted by the
Board of Trustees.

b) FOREIGN CURRENCY TRANSACTIONS:  Transactions denominated in foreign
currencies are recorded in the Fund's records at the current prevailing exchange
rate. Asset and liability accounts that are denominated in a foreign currency
are adjusted to reflect the current exchange rate at the end of the period.
Transaction gains or losses resulting from changes in the exchange rate during
the reporting period or upon settlement of the foreign currency transaction are
reported in operations for the current period. Foreign security and currency
transactions may involve certain considerations and risks not typically
associated with those of U.S. dollar-denominated transactions.

c) SECURITY TRANSACTIONS AND INVESTMENT INCOME:  Security transactions are
recorded on trade date.  Dividend income and distributions to shareholders are
recorded on the ex-dividend date.  Interest income is recorded on an accrual
basis.

Realized gains or losses on sales of investments are determined on the
identified cost basis for financial reporting and income tax purposes.

d) DISTRIBUTIONS TO SHAREHOLDERS:  Dividends from net investment income are
declared and paid semi-annually. Any net realized capital gains will be
distributed annually. Income distributions and capital gain distributions are
determined in accordance with federal tax regulations which may differ from
generally accepted accounting principles. The differences primarily relate to
investments in forward contracts and certain securities sold at a loss or gain.

e) FEDERAL TAXES:  The Fund is a separate entity for federal income tax
purposes.  It is the Fund's policy to qualify as a regulated investment company
by complying with the requirements of the Internal Revenue Code applicable to
regulated investment companies, and to pay out all its net investment income and
net capital gains to its shareholders.  Therefore, no federal income or excise
tax provision is required.

f) ORGANIZATION COSTS:  Costs incurred in connection with the Fund's
organization and registration are amortized on a straight-line basis over the
period of benefit, not to exceed 60 months.

3. FINANCIAL INSTRUMENTS

The Fund may trade financial instruments with off-balance sheet risk in the
normal course of the investing activities and to assist in managing exposure to
market risks such as interest rates and foreign currency exchange rates. The
financial instruments include written options, forward foreign currency exchange
contracts and futures contracts. The notional or contractual amounts of these
instruments represent the investment the Fund has in particular classes of
financial instruments and do not necessarily represent the amounts potentially
subject to risk. The measurement of the risks associated with these instruments
is meaningful only when all related and offsetting transactions are considered.
At April 30, 1996, the Fund had the following forward currency contract
outstanding:

                           CONTRACT     COST ON        U.S. $
                            AMOUNT    ORIGINATION     CURRENT     UNREALIZED
                             (000)       DATE          VALUE     APPRECIATION
                            -------   -----------     -------    ------------

Danish Krone, sale
  settling 8/16/96           10,000    1,722,208     1,741,709      19,501

4. FEES AND RELATED PARTY TRANSACTIONS

a) INVESTMENT ADVISORY FEES:  Under an agreement between the Trust and The
Haven Fund, Haven Capital Management, Inc. (the "Adviser"), serves as the
Fund's investment adviser. For investment advisory services, the Adviser
receives monthly fees at the annual rate of 0.60% of the Fund's average daily
net assets.

Fees were paid to the Trustees and/or Officers of the Fund for the six months
ended April 30, 1996, but no fees were paid to any Trustee and/or Officer of the
Fund who is also an employee of the Adviser.

b) DISTRIBUTION FEES:  The Trust, on behalf of the Fund, has adopted a Plan of
Distribution (the "Plan") pursuant to Rule 12b-1 under the Investment Company
Act of 1940, as amended. Under the Plan, the Fund may spend no more each year
than 0.25% of its average daily net assets to finance activity primarily
intended to result in the sale of shares.

Pursuant to the Distribution Agreement, as compensation for its 12b-1 services,
the Fund pays Sunstone Financial Group, Inc., payable monthly in arrears, at the
annual rate of 0.10% per annum of the Fund's average daily net assets; provided
that such compensation shall be subject to a minimum monthly fee of $7,083
(exclusive of out-of-pocket expenses).

c) ADMINISTRATOR AND TRANSFER AGENT FEES:  As compensation for its
administrative and accounting services, the Fund pays PFPC a fee, at the annual
rate of 0.10% of the Fund's average daily net assets, with a minimum monthly fee
of $8,333 (exclusive of out-of-pocket expenses). As transfer agent of the Fund,
PFPC receives a minimum monthly fee of $3,000 (exclusive of the out-of-pocket
expenses).

d) CUSTODIAN FEES:  As compensation for its custodian services, the Fund pays
PNC Bank a minimum fee of $1,500 (exclusive of out-of-pocket expenses).

5. CAPITAL STOCK

The Fund is authorized to issue unlimited shares of common stock, par value
$.001 per share.  Transactions in shares of the Fund for the period ended April
30, 1996 and the year ended October 31, 1995 were as follows:

                                                      1996           1995
                                                      ----           ----
Sale of shares                                       102,369        424,112
Shares issued to shareholders in
  reinvestment of dividends                          222,352        141,966
Shares repurchased                                 (386,097)       (60,964)
                                                   ---------      ---------
Net increase (decrease)                             (61,376)        505,114
Shares outstanding:
  Beginning of period                              4,761,489      4,265,375
                                                   ---------      ---------
  End of period                                    4,700,113      4,761,489
                                                   =========      =========


6. COMPONENTS OF NET ASSETS

At April 30, 1996, Net Assets consisted of the following:
Capital paid-in                                                 $41,029,711
Accumulated net realized gain                                     4,535,387
Overdistributed net investment income                               (6,209)
Net unrealized appreciation of investments                       15,770,367
Net unrealized appreciation on foreign
   forward currency contracts and foreign
   currency transactions                                             17,754
                                                                 ----------
                                                                $61,347,010
                                                                 ==========


7. PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 1996, the cost of securities purchased and
proceeds from securities sold, excluding short-term obligations, were
$22,362,697 and $25,224,363, respectively.


THE HAVEN FUND
P.O. BOX 8903
WILMINGTON, DE 19899-8903


FOR FUND INFORMATION,
PRICES AND LITERATURE, CALL
1-800-844-4836

FOR ACCOUNT BALANCES AND
OTHER INFORMATION ABOUT YOUR
HAVEN FUND ACCOUNT, CALL
1-800-850-7163





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