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, 2012

[  ]  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, 2012 AND 2011

CONTENTS
AUDITED FINANCIAL STATEMENTS				PAGE
	Report of Independent Registered Public Accounting Firm			3
	Statements of Net Assets Available for Benefits			5
	Statements of Changes in Net Assets Available for Benefits			6
	Notes of Financial Statements			7
SUPPLEMENTAL SCHEDULE
	Form 5500 - Schedule H - Part IV:
		Item 4i - Schedule of Assets Held for Investment Purposes
			at End of Year - December 31, 2012	16

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 (“the Plan”) as of December 31, 2012 and 2011, 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, 2012 and 2011, 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.

- 3 -

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, 2012 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 2012 financial statements, and in our opinion, is fairly stated in all material respects in relation to the basic 2012 financial statements taken as a whole.

Elmira, New York

June 26, 2013

- 4 -

CHEMUNG CANAL TRUST COMPANY

PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

	December 31,
	2012	2011
ASSETS
Investments, at fair value:
Chemung Financial Corporation common stock	$   5,628,989	$  4,354,191
Chemung Canal Trust Company common trust funds:
Short-Term Bond Fund	687,387	665,929
Core Bond Fund	1,362,445	1,545,364
Core Growth Fund	1,506,077	1,398.927
Growth and Income Fund	1,315,966	1,206,664
Mutual funds:
Invesco Small Cap Growth Fund	709,843	574,960
Artisan International Fund	696,127	707,667
Dodge & Cox Balanced Fund Dodge & Cox International Stock Fund	36,587         664,513	-        587,264
Dodge & Cox Stock Fund	5,116,648	4,100,620
Federated Automated Cash Management	681,611	1,361,734
Federated Prime Obligations Fund	90,692	128,205
Federated Stock Trust Fund	239,031	231,437
Loomis Sayles Bond Fund	1,688,998	1,255,926
Allianz NACM International Growth Opportunity Fund	1,076,518	1,010,343
T. Rowe Price Blue Chip Growth Fund	567,569	283,150
Vanguard Index Trust 500 Fund	1,761,376	1,364,014
Westport Select Cap Fund	826,347	911,910
TOTAL INVESTMENTS	24,656,724	21,688,305
Accrued income receivable	3	47,867
Employer contribution receivable	393,085	371,751
Cash - non-interest bearing	1,377	111
NET ASSETS AVAILABLE
FOR BENEFITS	$25,051,189	$22,108,034

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

- 5 -

CHEMUNG CANAL TRUST COMPANY

PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

	Year ended December 31,
	2012	2011
ADDITIONS
Additions to net assets attributed to:
Investment income:
Interest and dividends	$      679,852	$    495,649
Net appreciation (depreciation) in fair value of investments	3,325,315	(703,265)
Other income	1,316	-
	4,006,483	(207,616)
Contributions:
Employer	393,085	371,751
Participant	1,261,656	1,199,461
Rollover	22,461	671,878
	1,677,202	2,243,090
TOTAL ADDITIONS	5,683,685	2,035,474
DEDUCTIONS
Deductions from net assets attributed to:
Benefits paid to participants	2,740.530	2,419,176
TOTAL DEDUCTIONS	2,740,530	2,419,176
NET INCREASE (DECREASE)	2,943,155	(383,702)
Net assets available for benefits
at beginning of year	22,108,034	22,491,736
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR	$ 25,051,189	$22,108,034

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

- 6 -

CHEMUNG CANAL TRUST COMPANY

PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

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 are eligible for a 4% non-discretionary contribution of eligible compensation upon one year of service in lieu of company matching contributions.

- 7 -

CHEMUNG CANAL TRUST COMPANY

PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS, Cont’d

DECEMBER 31, 2012 AND 2011

NOTE A:  DESCRIPTION OF PLAN, Cont’d

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.

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.  There have been no changes in the methodologies used at December 31, 2012 and 2011.

Chemung Financial Corporation common stock

Chemung Financial Corporation’s common stock is inactively traded.  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.

- 8 -

CHEMUNG CANAL TRUST COMPANY

PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS, Cont’d

DECEMBER 31, 2012 AND 2011

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

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.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.   Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

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.

Administrative expenses

The Plan sponsor has elected to pay all 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.

- 9 -

CHEMUNG CANAL TRUST COMPANY

PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS, Cont’d

DECEMBER 31, 2012 AND 2011

NOTE C:  FAIR VALUE MEASUREMENTS

Accounting principles generally accepted in the United States of America 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 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.

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, as outlined in Note B, 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, 2012 and 2011.  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.

- 10 -

CHEMUNG CANAL TRUST COMPANY

PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS, Cont’d

DECEMBER 31, 2012 AND 2011

NOTE C:  FAIR VALUE MEASUREMENTS, Cont’d

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.

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value, as of December 31, 2012 and 2011:

	Level 1	Level 2	Level 3	Total
December 31, 2012
Chemung Financial Corporation
common stock	$                    -	$   5,628,989	$                  -	$    5,628,989
Common trust funds:
Short-term bond fund	-	687,387	-	687,387
Core bond fund	-	1,362,445	-	1,362,445
Core growth fund	-	1,506,077	-	1,506,077
Growth and income fund	-	1,315,966	-	1,315,966
Mutual funds:
Cash equivalents	772,303	-	-	772,303
Mid/small cap growth fund	709,843	-	-	709,843
International foreign funds	2,437,158	-	-	2,437,158
Large cap actively managed
value funds	5,355,679	-	-	5,355,679
Income/taxable fund	1,688,998	-	-	1,688,998
Large cap actively managed
growth fund	567,569	-	-	567,569
Large cap index blend fund	1,761,376	-	-	1,761,376
Mid/small cap blend fund     Moderate allocation	826,347             36,587	-                     -	-                      -	826,347             36,587
Total assets at fair value	$   14,155,860	$ 10,500,864	$                  -	$  24,656,724

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CHEMUNG CANAL TRUST COMPANY

PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS, Cont’d

DECEMBER 31, 2012 AND 2011

NOTE C:  FAIR VALUE MEASUREMENTS, Cont’d

	Level 1	Level 2	Level 3	Total
December 31, 2011
Chemung Financial Corporation
common stock	$                   -	$  4,354,191	$                 -	$    4,354,191
Common trust funds:
Short-term bond fund	-	665,929	-	665,929
Core bond fund	-	1,545,364	-	1,545,364
Core growth fund	-	1,398,927	-	1,398,927
Growth and income fund	-	1,206,664	-	1,206,664
Mutual funds:
Cash equivalents	1,489,939	-	-	1,489,939
Mid/small cap growth fund	574,960	-	-	574,960
International foreign funds	2,305,274	-	-	2,305,274
Large cap actively managed
value fund	4,332,057	-	-	4,332,057
Income/taxable fund	1,255,926	-	-	1,255,926
Large cap actively managed growth       fund	283,150	-	-	283,150
Large cap index blend fund	1,364,014	-	-	1,269,825
Mid/small cap blend fund	911,910	-	-	911,910
Total assets at fair value	$   12,517,230	$  9,171,075	$                 -	$  21,688,305

- 12 -

CHEMUNG CANAL TRUST COMPANY

PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS, Cont’d

DECEMBER 31, 2012 AND 2011

NOTE D:  INVESTMENTS

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

	December 31, 2012		December 31, 2011
	Net		Net
	appreciation		appreciation
	in fair		(depreciation) in fair
	value during	Fair value	value during	Fair value
	the year	at end of year	the year	at end of year
Chemung Financial Corporation
common stock	$       1,300,521	$      5,628,989	$          83,512	$      4,354,191
Chemung Canal Trust Company
common trust funds:
Short-Term Bond Fund	18,067	687,387	20,635	665,929
Core Bond Fund	82,722	1,362,445	80,444	1,545,364
Core Growth Fund	206,144	1,506,077	(153,162)	1,398,927
Growth and Income Fund	126,839	1,315,966	49,900	1,206,664
Mutual funds:
Dodge & Cox Stock Fund	837,274	5,116,648	(236,352)	4,100,620
Loomis Sayles Bond Fund	116,654	1,688,998	(17,936)	1,255,926
Vanguard Index Trust 500 Fund	187,905	1,761,376	(2,353)	1,364,014
Federated Auto Cash Management	-	681,611	-	1,361,734
Other	449,189	4,907,227	(527,953)	4,434,936
	$      3,325,315	$    24,656,724	$       (703,265)	$    21,688,305

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, 2012, 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, 2009.

- 13 -

CHEMUNG CANAL TRUST COMPANY

PROFIT SHARING, SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS, Cont’d

DECEMBER 31, 2012 AND 2011

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 19% and 22% of net assets at December 31, 2012 and 2011, respectively), and Chemung Financial Corporation common stock (representing approximately 22% and 20% of net assets at December 31, 2012 and 2011, 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.

- 14 -

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, 2012

(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	189,337 shares of common stock	$   5,628,989
*	Chemung Canal Trust Company
	common trust funds:
	Short-Term Bond Fund	50,565 units	687,387
	Core Bond Fund	85,531 units	1,362,445
	Core Growth Fund	77,978 units	1,506,077
	Growth and Income Fund	51,144 units	1,315,966
	Mutual funds:
	Invesco Small Cap Growth Fund	23,661 units	709,843
	Artisan International Fund	28,309 units	696,127
	Dodge & Cox Balanced Fund   Dodge & Cox International Stock Fund	469 units 19,183 units	36,587          664,513
	Dodge & Cox Stock Fund	41,974 units	5,116,648
	Federated Automated Cash Management	681,611 units	681,611
	Federated Prime Obligations Fund	90,692 units	90,692
	Federated Stock Trust Fund	10,831 units	239,031
	Loomis Sayles Bond Fund	111,706 units	1,688,998
	Allianz NACM International Growth
	Opportunity Fund	33,288 units	1,076,518
	T. Rowe Price Blue Chip Growth Fund	12,439 units	567,569
	Vanguard Index Trust 500 Fund	13,408 units	1,761,376
	Westport Select Cap Fund	44,142 units	826,347
		TOTAL INVESTMENTS	$ 24,656,724

Note:Certain cost information in column (d) is not required to be disclosed as

investments are participant directed under an individual account plan.

- 16 -