cctc11k12312011.htm
 
 

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 11-K

[X]   ANNUAL REPORT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 - No Fee Required

For the Fiscal Year Ended:  December 31, 2010

[  ]  TRANSITION REPORT PURSUANT TO SECTION 15 (d)
OF THE
SECURITIES EXCHANGE ACT OF 1934 - No Fee Required
For the transition period from _____to_____

Commission File Number:  0-13888

CHEMUNG CANAL TRUST COMPANY PROFIT SHARING, SAVINGS & INVESTMENT PLAN
____________________________________________________
(Full title of Plan)

CHEMUNG FINANCIAL CORPORATION
_____________________________________
(Name of issuer of the securities held pursuant to the plan)

One Chemung Canal Plaza, P.O. Box 1522
Elmira, New York  14902
(607) 737-3711
______________________________________________
(Address of principal executive offices)


 
 

 


CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

ELMIRA, NEW YORK

AUDITED FINANCIAL STATEMENTS

SUPPLEMENTAL SCHEDULE

AND

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

DECEMBER 31, 2010 AND 2009

 
 

 












CONTENTS
               
AUDITED FINANCIAL STATEMENTS
     
 PAGE
               
 
Report of Independent Registered Public Accounting Firm
     
                  3
               
 
Statements of Net Assets Available for Benefits
     
                  4
               
 
Statements of Changes in Net Assets Available for Benefits
     
                  5
               
 
Notes to Financial Statements
     
                  6
               
               
SUPPLEMENTAL SCHEDULE
       
               
 
Form 5500 - Schedule H - Part IV:
       
               
   
Item 4i - Schedule of Assets Held for Investment Purposes
       
     
at End of Year - December 31, 2010
     
14
               





 
 

 


 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Pension and Profit Sharing Committee
Chemung Canal Trust Company
Profit Sharing, Savings and Investment Plan

We have audited the accompanying statements of net assets available for benefits of the Chemung Canal Trust Company Profit Sharing, Savings and Investment Plan as of December 31, 2010 and 2009, and the related statements of changes in net assets available for benefits for the years then ended.  These financial statements are the responsibility of the Plan's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Plan is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2010 and 2009 , and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole.  The supplemental Schedule of Assets Held for Investment Purposes At End of Year – December 31, 2010 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  This supplemental schedule is the responsibility of the Plan’s management.  The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2010 financial statements, and in our opinion, is fairly stated in all material respects in relation to the basic 2010 financial statements taken as a whole.
Elmira, New York
June 28, 2011


- 3 -
 
 

 

CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS


   
December 31,
 
   
2010
   
2009
 
ASSETS
 
 
   
 
 
  Investments, at fair value:
 
 
   
 
 
Chemung Financial Corporation common stock
  $ 4,140,932     $ 3,903,774  
                 
Chemung Canal Trust Company common trust funds:
               
Short-Term Bond Fund
    586,579       466,506  
Core Bond Fund
    1,581,565       1,375,113  
Core Growth Fund
    1,715,206       1,588,108  
Growth and Income Fund
    1,124,835       1,056,461  
                 
Mutual funds:
               
Invesco Small Cap Growth Fund
    545,890       485,875  
Artisan International Fund
    714,490       699,170  
Dodge & Cox International Stock Fund
    631,275       656,260  
Dodge & Cox Stock Fund
    4,343,980       3,727,205  
Federated Automated Cash Management
    1,243,388       886,578  
Federated Prime Obligations Fund
    113,540       74,350  
Federated Stock Trust Fund
    276,212       394,836  
Loomis Sayles Bond Fund
    1,507,288       1,436,888  
Allianz NACM International Growth Opportunity Fund
    1,277,705       1,073,856  
T. Rowe Price Blue Chip Growth Fund
    169,286          
Vanguard Index Trust 500 Fund
    1,269,825       1,011,383  
Westport Select Cap Fund
    871,549       731,681  
TOTAL INVESTMENTS
    22,113,545       19,568,044  
                 
  Accrued income receivable
    46,439       45,934  
  Employer contribution receivable
    332,084       317,498  
TOTAL ASSETS
    22,492,068       19,931,476  
                 
LIABILITY - Cash overdraft
    (332 )     -  
                 
NET ASSETS AVAILABLE
               
FOR BENEFITS
  $ 22,491,736     $ 19,931,476  




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

- 4 -
 
 

 

CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS


   
Year ended December 31,
 
   
2010
   
2009
 
ADDITIONS
 
 
   
 
 
  Additions to net assets attributed to:
 
 
   
 
 
    Investment income:
           
      Interest and dividends
  $ 361,917     $ 399,164  
      Net appreciation in fair value of investments
    1,978,768       3,296,353  
      Other income
    2,857        -  
      2,343,542       3,695,517  
                 
    Contributions:
               
      Employer
    332,084       317,498  
      Participant
    1,113,569       1,079,421  
      Rollover
    36,083       328,479  
      1,481,736       1,725,398  
TOTAL ADDITIONS
    3,825,278       5,420,915  
                 
DEDUCTIONS
               
  Deductions from net assets attributed to:
               
    Benefits paid to participants
    1,265,018       479,086  
TOTAL DEDUCTIONS
    1,265,018       479,086  
                 
NET INCREASE
    2,560,260       4,941,829  
                 
Net assets available for benefits
               
  at beginning of year
    19,931,476       14,989,647  
NET ASSETS AVAILABLE FOR BENEFITS
               
AT END OF YEAR
  $ 22,491,736     $ 19,931,476  











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


- 5 -
 
 

 
CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009



NOTE A:  DESCRIPTION OF PLAN

The following description of the Chemung Canal Trust Company Profit Sharing, Savings and Investment Plan (the “Plan”) provides only general information.  Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.

General
The Plan is a defined contribution plan which was restated in 1985 to incorporate 401(k) savings and investment provisions.  Under the restated plan, investment accounts attributable to employer contributions made for plan years ended before January 1, 1985 were maintained.  Withdrawal privileges continue on these assets with certain limitations on frequency and amount.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Eligibility
Participants are immediately eligible to make voluntary contributions.  A participant is eligible for discretionary employer contributions after attainment of age 21 and completion of one year of eligibility service.

Vesting
Participants are immediately vested in all contributions and earnings thereon.

Contributions
Participants may contribute up to 70% of their current compensation, as defined, for investment in one or all of the available investment alternatives.  Contributions are subject to certain Internal Revenue Service limitations in each year.

The Plan sponsor may match a percentage of the voluntary contributions made by an eligible participant.  Traditionally, this discretionary match has been 50% up to the eligible participant’s first 6% of the participant’s compensation, as defined.  Prior to January 1, 2001, these matching contributions were invested in Chemung Financial Corporation common stock, except for participants age 50 or greater, for which these matching contributions were participant-directed.  Subsequent to January 1, 2001, these matching contributions are completely participant-directed.  Subsequent to January 1, 2004, employer matching contributions are discretionary and contributed annually as directed by the Board of Directors.

Additionally, the Plan sponsor may contribute amounts annually at the discretion of the Board of Directors.  Prior to July 1, 2002, these discretionary contributions were invested in Chemung Financial Corporation common stock, except for participants age 50 or greater, for which these contributions were participant-directed.  Subsequent to July 1, 2002, these contributions are completely participant-directed.  The Plan sponsor has the right to discontinue such discretionary contributions at any time.

For participants hired after July 1, 2010, participants receive a 4% non-discretionary contribution of eligible compensation upon one year of service.

Payment of benefits
Upon termination of service, the participant’s account is either maintained in the Plan, transferred to an individual retirement account in the participant’s name, directly rolled over into a qualified retirement plan or paid to the participant in a lump sum.

- 6 -
 
 

 
CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS, Cont’d

DECEMBER 31, 2010 AND 2009



NOTE B:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting
The financial statements of the Plan are prepared under the accrual method of accounting.

Investment valuation and income recognition
The Trustee holds the Plan’s investments and executes transactions therein.  The investments of the Plan are reported at fair value.  The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).

Following is a description of the valuation methodologies used for assets measured at fair value:

Chemung Financial Corporation common stock
Chemung Financial Corporation’s common stock is inactively traded on the Over-The-Counter market.  A trust investment committee values the common stock based on a review of trading activity for the most recent quarter.

Common trust funds
Common trust funds represent investments with designated investment managers within the trust division. Units held in common trusts are valued at the unit value as reported by the investment managers.  While the underlying assets are actively traded, the funds are not.

Mutual funds
Mutual funds represent investments with various investment managers. The fair value of these investments are determined by reference to the fund’s underlying assets, which are principally marketable equity and fixed income securities. Shares held in mutual funds traded on national securities exchanges are valued at the net asset value.

Cash and short-term investments
Cash and short-term investments include cash and short-term interest-bearing investments with initial maturities of three months or less.  Such amounts are recorded at cost, plus accrued interest, which approximates their fair value.

Money market funds
Money market mutual funds are valued using the amortized cost or penny rounding method as permitted by Rule 2a-7 under the Investment Company Act of 1940, which approximates their fair value.

Purchases and sales of securities are recorded on a trade date basis.  The net appreciation (depreciation) in fair value of investments consists of realized gains or losses and the unrealized appreciation or depreciation on those investments.  Dividend income is recorded on the ex-dividend date and interest income is recorded as earned on the accrual basis.


- 7 -
 
 

 
CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS, Cont’d

DECEMBER 31, 2010 AND 2009



NOTE B:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cont’d

Administrative expenses
The Plan sponsor has elected to pay certain administrative expenses of the Plan.

Use of estimates in the preparation of financial statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities.  Actual results could differ from those estimates and assumptions.

Payment of benefits
Benefits are recorded when paid.

Subsequent events
The Plan has evaluated subsequent events and determined that no significant subsequent events have occurred requiring adjustments to the financial statements or disclosures.

NOTE C:  FAIR VALUE MEASUREMENTS

FASB ASC 820-10 (formerly FASB Statement No. 157, Fair Value Measurements) establishes a framework for measuring fair value.  That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 Measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy under FASB ASC 820-10 are described as follows:

Level 1
Inputs to the valuation methodology are unadjusted quoted prices for identical assets of liabilities in active markets that the Plan has the ability to access.

Level 2
Inputs to the valuation methodology include:

-  
Quoted prices for similar assets or liabilities in active markets;
-  
Quoted prices for identical or similar assets or liabilities in inactive markets;
-  
Inputs other than quoted prices that are observable for the asset or liability;
-  
Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.


- 8 -
 
 

 
CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS, Cont’d

DECEMBER 31, 2010 AND 2009



NOTE C:  FAIR VALUE MEASUREMENTS, Cont’d

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.  Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The following disclosures are required by FASB ASC 820-10-55 and FASB ASU 2009-12, “Investment in Certain Entities That Calculate Net Asset Value Per Share”:

The fair values of these funds have been estimated using the net asset value per share of the underlying investments.  There are no unfunded commitments for the common trust funds as of December 31, 2010 and 2009.  There is no waiting period or other restrictions on redemptions from the common trust funds.  The following are descriptions of the common trust funds:
 
 
Short-Term Bond Fund
This fund invests primarily in fixed income securities of the U.S. Government, U.S. Government Agencies, and high quality corporate debt obligations.  The fund’s target duration is two years with bond maturity ranges between one and five years.

Core Bond Fund
This fund invests primarily in fixed income securities of the U.S. Government, U.S. Government Agencies, and high quality corporate debt obligations.  The fund’s target duration is five years with bond maturity ranges between two and fifteen years.  Management of the fund seeks income and preservation of principal.

Core Growth Fund
This fund invests primarily in large-cap domestic companies.  These companies are selected based on leadership positions in their respective industries and because they have shown the ability to grow both revenue and earnings over an extended period.  The fund will be fully invested in equities in most market conditions.  Management of the fund seeks primarily growth of principal.  Income is not a consideration in selecting investments for this fund.

Growth and Income Fund
This fund invests in stocks and bonds.  All stocks pay a dividend.  The fund is intended to do well in bear markets and to grow principal modestly in bull markets.  The stock and bond mix will change on the macro-economic conditions.  Management of the fund seeks a dual objective of growth of principal and income.


- 9 -
 
 

 
CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS, Cont’d

DECEMBER 31, 2010 AND 2009



NOTE C:  FAIR VALUE MEASUREMENTS, Cont’d

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value, as of December 31, 2010 and 2009:

   
Level 1
   
Level 2
   
Level 3
   
Total
 
December 31, 2010
                       
  Chemung Financial Corporation
                       
    common stock
  $ -     $ 4,140,932     $ -     $ 4,140,932  
  Common trust funds:
                               
    Short-term bond fund
    -       586,579       -       586,579  
   Core bond fund
    -       1,581,565       -       1,581,565  
   Core growth fund
    -       1,715,206       -       1,715,206  
    Growth and income fund
    -       1,124,835       -       1,124,835  
  Mutual funds:
                               
    Cash equivalents
    1,356,928       -       -       1,356,928  
    Mid/small cap growth fund
    545,890       -       -       545,890  
    International foreign fund
    2,623,470       -       -       2,623,470  
    Large cap actively managed value fund
    4,620,192       -       -       4,620,192  
    Income/taxable fund
    1,507,288       -       -       1,507,288  
    Large cap actively managed growth fund
    169,286       -       -       169,286  
    Large cap index blend fund
    1,269,825       -       -       1,269,825  
    Mid/small cap blend fund
    871,549       -       -       871,549  
Total assets at fair value
  $ 12,964,428     $ 9,149,117     $ -     $ 22,113,545  
                                 
                                 
December 31, 2009
                               
  Chemung Financial Corporation
                               
    common stock
  $ -     $ 3,903,774     $ -     $ 3,903,774  
  Chemung Canal Trust Company
                               
    common trust funds
    -       4,486,188       -       4,486,188  
  Mutual funds
    11,178,082       -       -       11,178,082  
Total assets at fair value
  $ 11,178,082     $ 8,389,962     $ -     $ 19,568,044  


- 10 -
 
 

 
CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS, Cont’d

DECEMBER 31, 2010 AND 2009




NOTE D:  INVESTMENTS

The following presents the fair value of investments and the net appreciation in fair value.  Investments that represent 5% or more of the Plan’s net assets are separately identified:

   
December 31, 2010
   
December 31, 2009
 
   
Net
         
Net
       
   
appreciation
         
appreciation
       
   
in fair value
         
in fair value
       
   
during
   
Fair value
   
during
   
Fair value
 
   
the year
   
at end of year
   
the year
   
at end of year
 
                         
Chemung Financial Corporation
                       
  common stock
  $ 196,000     $ 4,140,932     $ 168,331     $ 3,903,774  
Chemung Canal Trust Company
                               
  common trust funds:
                               
    Short-Term Bond Fund
    19,354       586,579       38,668       466,506  
    Core Bond Fund
    102,154       1,581,565       120,563       1,375,113  
    Core Growth Fund
    145,426       1,715,206       466,132       1,588,108  
    Growth and Income Fund
    112,155       1,124,835       218,551       1,056,461  
Mutual funds:
                               
  Dodge & Cox Stock Fund
    466,493       4,343,980       830,809       3,727,205  
  Loomis Sayles Bond Fund
    104,921       1,507,288       255,573       1,436,888  
  Allianz NACM Intern'l
                               
    Growth Fund
    254,125       1,277,705       356,246       1,073,856  
  Vanguard Index Trust 500 Fund
    141,411       1,269,825       179,713       1,011,383  
  Federated Auto Cash Management
    -       1,243,388       -       886,578  
  Other
    436,729       3,322,242       661,767       3,042,172  
    $ 1,978,768     $ 22,113,545     $ 3,296,353     $ 19,568,044  


- 11 -
 
 

 
CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS, Cont’d

DECEMBER 31, 2010 AND 2009



NOTE E:  TAX STATUS

The Internal Revenue Service has determined and informed the Bank by a letter dated March 4, 2002, that the Plan and related trust are designed in accordance with the applicable sections of the Internal Revenue Code (IRC).  The Plan has been amended since receiving the determination letter.  However, the Plan administrator and the Plan’s legal counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service.  The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2010, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements.  The Plan is subject to routine audits by tax jurisdictions; however, there are currently no audits for any tax periods in progress.  The Plan Administrator believes it is no longer subject to income tax examinations for years prior to December 31, 2007.

NOTE F:  PLAN TERMINATION

Although it has not expressed any intent to do so, the Plan sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.  In the event of Plan termination, participants have a fully vested interest in their accounts and their accounts will be paid to them as provided by the plan document.

NOTE G:  TRANSACTIONS WITH PARTIES-IN-INTEREST

Chemung Canal Trust Company (the Bank), a wholly owned subsidiary of Chemung Financial Corporation, is the Plan sponsor and acts as trustee for the Plan’s assets.  In addition, the Plan invests in common trust funds managed by the Bank (representing approximately 22% and 23% of net assets at December 31, 2010 and 2009, respectively), and Chemung Financial Corporation common stock (representing approximately 18% and 20% of net assets at December 31, 2010 and 2009, respectively).

NOTE H:  RISKS AND UNCERTAINTIES

The Plan invests in various types of investment securities.  Investment securities are exposed to various risks, such as interest rate, market and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the accompanying statements of net assets available for benefits.



- 12 -
 
 

 


















CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN


SUPPLEMENTAL SCHEDULE

 
 

 

CHEMUNG CANAL TRUST COMPANY
PROFIT SHARING, SAVINGS AND INVESTMENT PLAN
EIN:  16-0380815
PLAN #:  002

FORM 5500 – SCHEDULE H – PART IV

ITEM 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT END OF YEAR - DECEMBER 31, 2010


(a)
 
(b)
(c)
 
(e)
 
     
Description of investment
     
Party
   
including maturity date, rate of
     
in
 
Identity of issue, borrower,
interest, collateral, par or
 
Current
 
interest
 
lessor or similar party
maturity value
 
value
 
             
  *  
Chemung Financial Corporation
185,692 shares of common stock
  $ 4,140,932  
                 
  *  
Chemung Canal Trust Company
       
     
common trust funds:
         
     
  Short-Term Bond Fund
45,916 units
    586,579  
     
  Core Bond Fund
111,214 units
    1,581,565  
     
  Core Growth Fund
92,692 units
    1,715,206  
     
  Growth and Income Fund
50,234 units
    1,124,835  
                 
                 
     
Mutual funds:
         
     
  Invesco Small Cap Growth Fund
19,094 units
    545,890  
     
  Artisan International Fund
32,926 units
    714,490  
     
  Dodge & Cox International Stock Fund
17,678 units
    631,275  
     
  Dodge & Cox Stock Fund
40,312 units
    4,343,980  
     
  Federated Automated Cash Management
1,243,388 units
    1,243,388  
     
  Federated Prime Obligations Fund
113,540 units
    113,540  
     
  Federated Stock Trust Fund
12,309 units
    276,212  
     
  Loomis Sayles Bond Fund
105,626 units
    1,507,288  
     
  Allianz NACM International Growth
         
     
    Opportunity Fund
39,097 units
    1,277,705  
     
  T Rowe Price Blue Chip Growth Fund
4,440 units
    169,286  
     
  Vanguard Index Trust 500 Fund
10,964 units
    1,269,825  
     
  Westport Select Cap Fund
35,300 units
    871,549  
                 
       
 TOTAL INVESTMENTS
  $ 22,113,545  


Note: Certain cost information in column (d) is not required to be disclosed as
investments are participant directed under an individual account plan


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