MEYERS SHEPPARD INVESTMENT TRUST
N-30D, 1997-07-31
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<PAGE>   1
 
 ------------------------------------------------------------------------------
 
                            MEYERS PRIDE VALUE FUND
 
 ------------------------------------------------------------------------------
 
                                 ANNUAL REPORT
 
                                  May 31, 1997
 
                                  MEYERS LOGO
<PAGE>   2
 
                              CHAIRWOMAN'S LETTER
 
- --------------------------------------------------------------------------------
 
It is my pleasure to present the first annual report of the Meyers Pride Value
Fund. During our first year we had an outstanding response to the Fund from
shareholders. We are pleased that the investors in the Pride Value Fund are
young, old, gay/lesbian, straight, sophisticated and unsophisticated investors.
It was our desire to have the fund appeal to all people. Of particular
importance is the number of individuals invested in the Fund who have never
invested before, and have now taken that all important first step of starting an
investment program.
 
Assets in the Pride Value Fund grew from $100,000 on inception date June 13,
1996, to $744,000 on November 30, 1996, and $1.56 million as of May 31, 1997.
This growth represents accounts opened in thirty-eight states, the Virgin
Islands, and Washington D.C., in addition to asset appreciation from strong
investment performance.
 
For the period from June 13, 1996 to fiscal year end May 31, 1997, the fund
returned 22.30%. A more detailed discussion of the Pride Value Fund portfolio
and performance follows this letter in the Report On The Fund.
 
Of additional importance to our shareholders, Meyers Capital Management, L.L.C.
(investment advisor to the Pride Value Fund), proactively worked with a number
of companies to encourage the adoption of employment policies beneficial to the
companies' gay and lesbian employees. These efforts resulted in the inclusion of
sexual orientation in the anti-discrimination policies for a New York based
investment bank, a Washington state software company, and Texaco. We have been
very encouraged by the dialogs initiated, and fully anticipate further progress
in encouraging companies to move toward equalizing employee benefits for gay and
lesbian employees. We salute other organizations and individuals working on this
same goal, and hope that our unique position as Wall Street investors can
continue to add to these efforts.
 
I would like to thank all shareholders for your support during this first year.
All of us at the Meyers Pride Value Fund and investment advisor Meyers Capital
Management pledge our best efforts to provide you with superior investment
performance. We also pledge our dedication to using leverage from the Pride
Value Fund to work toward obtaining equal employee benefits for the gay and
lesbian employees of publicly traded companies.
 
Thank you and have a happy, healthy and prosperous 1997.
 
Shelly Meyers signature
 
                                        1
<PAGE>   3
 
                               REPORT ON THE FUND
- --------------------------------------------------------------------------------
 
The Meyers Pride Value Fund was officially launched on June 13, 1996. For the
period June 13, 1996 through our fiscal year end May 31, 1997, the Pride Value
Fund returned 22.3%. In the same time period, the S&P 500 returned 29.3%. For
the full calendar month period June 30, 1996 through May 31, 1997, the Pride
Value Fund returned 25.6%, while the average domestic stock fund per Lipper
returned 16.4%, and the S&P 500 returned 28.9%.
 
During this year, Meyers Capital Management, L.L.C. (investment advisor to the
Pride Value Fund), worked with a number of companies to encourage the adoption
of employment policies beneficial to the companies' gay and lesbian employees.
In this area, our efforts resulted in the inclusion of sexual orientation in the
anti-discrimination policies for a New York based investment bank, a Washington
state software company, and Texaco.
 
Throughout this year, the U.S. stock market experienced historically high
volatility. The market had a sharp downdraft soon after our launch in the summer
of 1996, and another even more pronounced near correction this spring. After
both of these retreats, the overall market, as measured by the S&P 500, went on
to establish new record highs.
 
One key theme has been the strength of very large, highly liquid, blue chip
stocks, which have driven the market to record highs off of a fairly narrow base
of stocks. Because these companies have been too richly valued to pass our value
investment screens, we have opted to not include them in the portfolio, which
has hurt our relative performance in the short term, but which we believe will
benefit our relative performance over the next twelve to twenty-four months.
 
With overall valuations high in the S&P 500, and with pronounced volatility for
the market as a whole and with individual stocks, thoughtful, opportunistic
stock picking is essential. Our strategy has been to add stocks to the portfolio
after a short-term event and/or announcement brings prices down to fit our value
investment criteria. As an example, key additions to the Fund during 1997, such
as American Airlines' parent company AMR Inc. (+21.1%, representing 2.55% of the
portfolio), Cisco Systems (+20.7%, 3.47% of the portfolio), and Polaroid
(+24.2%, 1.96% of the portfolio), were made after a rapid drop in stock price,
and rapidly became some of our top performers for calendar year-to-date 1997.
 
As at May 31, 1997, the Fund's top five equity holdings were: Cisco Systems
(3.47%), Salomon, Inc. (3.44%), Amgen, Inc. (3.43%), Limited, Inc. (3.12%), and
General Instrument (3.11%). The top ten holdings represent approximately 31% of
the total portfolio. The Fund had a total of forty stocks in the portfolio at
fiscal year end, and we anticipate that the portfolio will continue to consist
of forty to fifty-five holdings over the next twelve months. The overall sector
weightings have shifted, with reductions in financial services and technology,
and increases in consumer non-durables, energy, and basic industry, which, in
general, creates a more conservative portfolio mix.
 
Performance consistency and balance is a key part of our investment strategy. In
that regard, the portfolio performed as expected, as exemplified by the returns
for the stocks held in the portfolio as at May 31, 1997. Of the forty stocks in
the portfolio at May 31, 1997, thirty-two showed a positive return, seven stocks
were below initial cost basis, and one holding was flat. Over thirteen of the
forty stocks had returned more than 10%, whereas only two holdings were down
more than 10%. Looking forward we will continue to invest in a diversified
portfolio that we believe offers the potential for superior returns over time.
 
                                        2
<PAGE>   4
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
             MEASUREMENT PERIOD                  MEYERS PRIDE VALUE     STANDARD & POOR'S 500
           (FISCAL YEAR COVERED)                        FUND                 STOCK INDEX
<S>                                            <C>                      <C>
06/13/96                                                        10000                    10000
                                                                 9740                    10045
                                                                 9220                     9601
08/31/96                                                         9500                     9804
                                                                 9910                    10356
                                                                 9890                    10641
11/30/96                                                        10880                    11446
                                                                10810                    11219
                                                                11330                    11920
02/28/97                                                        11660                    12013
                                                                11240                    11520
                                                                11380                    12207
05/31/97                                                        12230                    12951
</TABLE>
 
The Fund's performance is compared to the Standard & Poor's 500 Stock Index,
which represents the performance of the U.S. stock market as a whole. The index
is unmanaged and does not reflect the deduction of fees associated with a mutual
fund, such as investment management and fund accounting fees. The performance of
the Meyers Pride Value Fund reflects the deduction of fees for these value added
services. Past performance is not predictive of future results. The investment
return and NAV will fluctuate, so that an investor's shares, when redeemed, may
be worth more or less than the original cost.
 
                                        3
<PAGE>   5
 
                            MEYERS PRIDE VALUE FUND
                       SCHEDULE OF PORTFOLIO INVESTMENTS
                                  MAY 31, 1997
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                       MARKET
                                                                                       VALUE
 SHARES                                                                              (NOTE 1A)
- --------                                                                             ----------
<C>        <S>                                                                       <C>
 
           COMMON STOCKS (93.8%)
           Banking (4.6%)
     300   Chase Manhattan Corp.                                                     $   28,350
   1,700   Glendale Federal Bank FSB*                                                    43,350
                                                                                     ----------
                                                                                         71,700
                                                                                     ----------
           Beverages (1.8%)
     700   Seagram Co. Ltd.                                                              28,175
                                                                                     ----------
           Broadcasting (2.7%)
   1,400   Viacom Inc.--Cl. B*                                                           41,563
                                                                                     ----------
           Cable Television (3.1%)
   2,000   General Instrument Corp.*                                                     48,500
                                                                                     ----------
           Computer Equipment (18.0%)
   1,400   Apple Computer Inc.*                                                          23,275
     800   Cisco Systems Inc.*                                                           54,200
     800   Digital Equipment Corp.*                                                      28,700
     400   International Business Machines Corp.                                         34,600
  16,900   Midisoft Corp.*                                                               20,069
      56   NCR Corp.*                                                                     1,820
   2,400   Silicon Graphics Inc.*                                                        45,300
   1,300   Sun Microsystems Inc.*                                                        41,925
   4,600   Unisys Corp.*                                                                 31,625
                                                                                     ----------
                                                                                        281,514
                                                                                     ----------
           Diversified (2.0%)
     700   Tenneco Inc. (New)                                                            31,325
                                                                                     ----------
           Electric Utility (2.6%)
   1,300   Otter Tail Power Co.                                                          39,976
                                                                                     ----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                        4
<PAGE>   6
 
                            MEYERS PRIDE VALUE FUND
                 SCHEDULE OF PORTFOLIO INVESTMENTS, (continued)
                                  MAY 31, 1997
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                       MARKET
                                                                                       VALUE
 SHARES                                                                              (NOTE 1A)
- --------                                                                             ----------
<C>        <S>                                                                       <C>
           Electrical & Electronics (4.5%)
     800   Arrow Electronics Inc.*                                                   $   45,700
   1,800   Cypress Semiconductor Corp.*                                                  25,650
                                                                                     ----------
                                                                                         71,350
                                                                                     ----------
           Electronic Components/Instruments (2.0%)
     600   Polaroid Corp.                                                                30,600
                                                                                     ----------
           Entertainment (2.7%)
     900   Time Warner Inc.                                                              41,850
                                                                                     ----------
           Financial Services (3.4%)
   1,000   Salomon Inc.                                                                  53,625
                                                                                     ----------
           Insurance (4.6%)
     600   Lincoln National Corp.                                                        36,525
     900   NAC Re Corp.                                                                  35,888
                                                                                     ----------
                                                                                         72,413
                                                                                     ----------
           Medical--Hospital Management (4.8%)
   1,180   Foundation Health Systems Inc.--Cl. A*                                        35,253
     700   United Healthcare Corp.                                                       39,550
                                                                                     ----------
                                                                                         74,803
                                                                                     ----------
           Mining (2.7%)
   3,100   Homestake Mining Co.                                                          43,012
                                                                                     ----------
           Oil/Gas (7.2%)
     300   Amoco Corp.                                                                   26,812
     300   Atlantic Richfield Co.                                                        43,650
     300   Mobil Corp.                                                                   41,962
                                                                                     ----------
                                                                                        112,424
                                                                                     ----------
           Pharmaceuticals (5.7%)
     800   Amgen Inc.*                                                                   53,500
     400   Merck & Co. Inc.                                                              35,950
                                                                                     ----------
                                                                                         89,450
                                                                                     ----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                        5
<PAGE>   7
 
                            MEYERS PRIDE VALUE FUND
                 SCHEDULE OF PORTFOLIO INVESTMENTS, (continued)
                                  MAY 31, 1997
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                       MARKET
                                                                                       VALUE
 SHARES                                                                              (NOTE 1A)
- --------                                                                             ----------
<C>        <S>                                                                       <C>
           Photography (2.1%)
     400   Eastman Kodak Co.                                                         $   33,150
                                                                                     ----------
           Retail (9.6%)
     800   Dayton-Hudson Corp.                                                           38,500
   1,800   Lillian Vernon Corp.                                                          28,350
   2,400   Limited Inc.                                                                  48,600
     700   Sears, Roebuck & Co.                                                          34,387
                                                                                     ----------
                                                                                        149,837
                                                                                     ----------
           Telecommunications (4.3%)
     900   AT&T Corp.                                                                    33,188
     700   Sprint Corp.                                                                  34,212
                                                                                     ----------
                                                                                         67,400
                                                                                     ----------
           Transportation--Air (5.4%)
   2,900   America West Holdings Corp.--Cl. B*                                           44,587
     400   AMR Corp.*                                                                    39,750
                                                                                     ----------
                                                                                         84,337
                                                                                     ----------
           TOTAL COMMON STOCKS (COST $1,325,123)                                      1,467,004
                                                                                     ----------
           MONEY MARKET ACCOUNTS (2.5%)
  38,000   Stagecoach Prime Money Market Fund                                            38,000
   1,000   Stagecoach Treasury Money Market Fund                                          1,000
                                                                                     ----------
           TOTAL MONEY MARKET ACCOUNTS (COST $39,000)                                    39,000
                                                                                     ----------
           TOTAL INVESTMENTS (96.3%)                                                 $1,506,004
           (COST $1,364,123)
           Other Assets in Excess of Liabilities (3.7%)                                  57,417
                                                                                     ----------
           NET ASSETS (100%)                                                         $1,563,421
                                                                                      =========
</TABLE>
 
* Represents non-income producing security.
 
    The accompanying notes are an integral part of the financial statements.
 
                                        6
<PAGE>   8
 
                            MEYERS PRIDE VALUE FUND
                      STATEMENT OF ASSETS AND LIABILITIES
                                  MAY 31, 1997
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                     <C>           <C>
ASSETS:
  Investments, at value (cost $1,364,123)                               $1,506,004
  Cash                                                                       5,191
  Dividends and interest receivable                                          3,073
  Receivable from investment advisor                                        68,104
  Unamortized organization expenses                                        132,147
  Prepaid expenses and other assets                                          8,549
                                                                        ----------
          Total Assets                                                                $1,723,068
LIABILITIES:
  Payable to investment advisor                                            143,742
  Accrued expenses                                                          15,905
                                                                        ----------
          Total Liabilities                                                              159,647
                                                                                      ----------
NET ASSETS, APPLICABLE TO 127,867 SHARES OF BENEFICIAL INTEREST                       $1,563,421
                                                                                      ==========
NET ASSETS CONSIST OF:
  Capital                                                                1,340,253
  Accumulated undistributed net realized gain on investments                81,287
  Net unrealized appreciation on investments (Note 3)                      141,881
                                                                        ----------
NET ASSETS                                                                            $1,563,421
                                                                                      ==========
NET ASSET VALUE PER SHARE                                                             $    12.23
                                                                                      ==========
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                        7
<PAGE>   9
 
                            MEYERS PRIDE VALUE FUND
                            STATEMENT OF OPERATIONS
                                                             FOR THE PERIOD FROM
                                                                  JUNE 13, 1996*
                                                            THROUGH MAY 31, 1997
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                        <C>         <C>
INVESTMENT INCOME
Interest income                                                            $  1,961
Dividend income                                                              10,285
                                                                           --------
                                                                                       $ 12,246
EXPENSES
  Advisory (Note 2)                                                           7,384
  Administrative services (Note 2)                                           98,000
  Fund accounting fees and expenses (Note 2)                                 36,594
  Legal and audit                                                            52,104
  Registration                                                               22,491
  Custodian                                                                  15,000
  Amortization of organization expense                                       33,014
  Printing                                                                    5,329
  Trustees' fees                                                             12,605
  Transfer agent and shareholder servicing fees (Note 2)                     18,408
  12b-1 fees (Note 2)                                                         1,974
  Insurance                                                                   9,293
  Miscellaneous                                                               4,312
                                                                           --------
       Total expenses before waivers/reimbursed/paid by third party                     316,508
       Less expenses waived (Note 2)                                                     (7,384)
       Less expenses reimbursed (Note 2)                                                (26,034)
       Less expenses paid by third party (Note 2)                                      (267,185)
                                                                                       --------
       Net Expenses                                                                      15,905
                                                                                       --------
NET INVESTMENT LOSS                                                                      (3,659)
                                                                                       --------
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
  Net realized gains on investment transactions                              84,708
  Net change in unrealized appreciation on investments                      141,881
                                                                           --------
  Net realized and unrealized gain on investments                                       226,589
                                                                                       --------
  NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                 $222,930
                                                                                       ========
</TABLE>
 
*Commencement of operations.
 
    The accompanying notes are an integral part of the financial statements.
 
                                        8
<PAGE>   10
 
                            MEYERS PRIDE VALUE FUND
                       STATEMENT OF CHANGES IN NET ASSETS
                                                             FOR THE PERIOD FROM
                                                                  JUNE 13, 1996*
                                                            THROUGH MAY 31, 1997
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                                <C>
INCREASE IN NET ASSETS FROM:
OPERATIONS
  Net investment loss                                                              $   (3,659)
  Net realized gains from investments                                                  84,708
  Net change in unrealized appreciation on investments                                141,881
                                                                                   ----------
  Net increase in net assets resulting from operations                                222,930
                                                                                   ----------
CAPITAL TRANSACTIONS (NOTE 4)
  Proceeds from sale of shares                                                      1,407,673
  Net asset value of shares redeemed                                                  (67,182)
                                                                                   ----------
  Net increase in net assets from capital transactions                              1,340,491
                                                                                   ----------
  Total increase in net assets                                                      1,563,421
                                                                                   ----------
NET ASSETS
  Beginning of period                                                                      --
                                                                                   ----------
  End of period                                                                    $1,563,421
                                                                                   ==========
</TABLE>
 
*Commencement of operations.
 
    The accompanying notes are an integral part of the financial statements.
 
                                        9
<PAGE>   11
 
                            MEYERS PRIDE VALUE FUND
                         NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
 
1. SIGNIFICANT ACCOUNTING POLICIES.  The Meyers Pride Value Fund (the "Fund") is
a separate series of the Meyers Investment Trust (the "Trust"), a business trust
organized under the laws of the State of Delaware. The Fund was formerly known
as the Meyers Sheppard Pride Fund, and the Trust was formerly known as the
Meyers Sheppard Investment Trust. The Fund is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an open-ended, no-load,
diversified management investment company. The Fund's overall investment
objective is to attain long-term capital appreciation by investing in a
diversified portfolio of equity securities believed by the investment adviser to
be under-valued but nevertheless fundamentally sound companies identified as
generally having progressive policies towards gays and lesbians, but at a
minimum having in place specifically stated policies against discrimination in
hiring and promotion based upon sexual orientation. Prior to June 13, 1996
(commencement of operations), the Fund had no operations other than the sale of
10,003 shares of common stock at $10.00 per share, to initial seed capital
investors.
 
As of May 31, 1997 the Fund had not yet completed its first full year of
operations. Accordingly, significant fee waivers and reimbursements were
required to achieve the recorded expense ratios during the period June 13, 1996
(commencement of operations) through May 31, 1997. To the extent the Fund does
not increase net assets, the Fund is reliant upon the ability of the investment
advisor to continue to provide fee waivers and reimbursements. The investment
advisor has recently completed its first full year of operations and is
dependent upon achieving its goals, including additional capital contributions,
in order to provide such support to the Fund.
 
The following are significant accounting policies followed by the Fund in the
preparation of these financial statements:
 
A. VALUATION OF SECURITIES.  Equity securities held by the Fund are valued at
the last sale price on the exchange on which they are primarily traded, or on
the NASDAQ system for unlisted national market issues, or at the last quoted bid
price for securities in which there were no sales during the day or for unlisted
securities not reported on the NASDAQ system. Short-term obligations, with
remaining maturities of 60 days or less, are valued at amortized cost, which
approximates market value. Fund securities (other than short-term obligations
with remaining maturities of less than sixty days) for which there are no such
quotations or valuations, are valued at fair value as determined in good faith
by or at the direction of the Fund's Board of Trustees.
 
B. ORGANIZATIONAL EXPENSES.  Costs incurred in connection with the organization
and initial registration of the Fund have been deferred and are being amortized
over a sixty-month period, beginning with the Fund's commencement of operations.
In the event any of the initial shares of the Fund are redeemed during the
amortization period, the redemption proceeds will be reduced by a pro rata
portion of any unamortized organization expenses in the proportion that the
number of shares being redeemed bears to the number of initial shares
outstanding at the time of redemption.
 
C. SECURITIES TRANSACTIONS AND INVESTMENT INCOME.  Securities transactions are
recorded on a trade date basis and dividend income is recorded on the
ex-dividend date. Realized gains and losses from securities transactions are
recorded on the identified cost basis. Interest income, including, where
applicable, amortization of premium and accretion of discount on investments, is
accrued daily.
 
                                       10
<PAGE>   12
 
                            MEYERS PRIDE VALUE FUND
                   NOTES TO FINANCIAL STATEMENTS, (continued)
- --------------------------------------------------------------------------------
 
D. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS.  Dividends from net investment
income and distributions of net realized gains are normally declared and paid
annually by the Fund. The Fund records dividends and distributions to
shareholders on the ex-dividend date. The amount of dividends and distributions
from net investment income and net realized capital gains are determined in
accordance with federal income tax regulations which may differ from generally
accepted accounting principles. These "book/tax" differences are either
temporary or permanent in nature. To the extent these differences are permanent
in nature, such amounts are reclassified within the capital accounts based on
their federal tax-basis treatment; temporary differences do not require a
reclassification. Accordingly, $3,421 has been reclassified from accumulated
undistributed net investment loss to accumulated undistributed net realized gain
on investments and $238 has been reclassified from accumulated undistributed net
investment loss to capital.
 
E. FEDERAL TAXES.  The Fund intends to qualify as a "regulated investment
company" under Subchapter M of the Internal Revenue Code and distribute all of
its taxable income to its shareholders. Therefore, no federal income or excise
tax provision is required.
 
F. USE OF ESTIMATES.  Estimates and assumptions are required to be made
regarding assets, liabilities, and changes in net assets resulting from
operations when financial statements are prepared. Actual results could differ
from these amounts.
 
2. INVESTMENT MANAGEMENT, DISTRIBUTION AND ADMINISTRATION AGREEMENTS.  The
Investment Manager of the Fund, Meyers Capital Management, LLC, serves as the
Fund's manager and investment adviser pursuant to an Investment Management
Agreement. The Investment Management Agreement provides that the Fund pays the
Investment Manager for its management and investment advisory services, a
monthly fee equal, on an annual basis, to 1.00% of the Fund's average daily net
assets. Effective January 31, 1997, the Investment Manager has undertaken to
waive the portion of its investment management fee and to reimburse the Fund for
expenses necessary to maintain Total Annual Operating Expenses at no more than
1.95% per year of average daily net assets. Prior to January 31, 1997, the
expense limitation was 2.25% per year of average daily net assets. For the
period ended May 31, 1997, the Investment Manager earned $7,384, and waived fees
of $7,384. In addition, the Investment Manager reimbursed the Fund $26,034 and
directly paid $249,581 for expenses related to the Fund.
 
BISYS Fund Services Limited Partnership ("BISYS LP") and BISYS Fund Services,
Inc. ("BISYS Inc.") are responsible for providing the Fund with distribution,
administrative, fund accounting, dividend disbursing and transfer agency
services. BISYS assumed these functions during the period ended May 31, 1997,
following the acquisition by The BISYS Group, Inc. of the Mutual Funds Division
of Furman Selz, LLC ("Furman"), which organization had previously provided these
services to the Fund.
 
The Trustees of the Trust have adopted a Plan of Distribution (the "Distribution
Plan") with respect to the Fund in accordance with Rule 12b-1 under the
Investment Company Act, after having concluded that there is a reasonable
likelihood that the Distribution Plan will benefit the Fund and its
shareholders. As contemplated by the Distribution Plan, BISYS LP acts as agent
of the Fund in connection with the offering of shares of the Fund pursuant to
the Distribution Agreement. Pursuant to the Distribution Agreement, BISYS LP
also acts as the Fund's Distributor, and is responsible for facilitating the
continuous sale or redemption of Fund shares. Solely for the purpose of
reimbursing BISYS LP for activities primarily intended to result in the sale of
Fund shares, the Trust has, on behalf of the Fund, adopted the Distribution Plan
wherein, pursuant to Rule 12b-1 of
 
                                       11
<PAGE>   13
 
                            MEYERS PRIDE VALUE FUND
                   NOTES TO FINANCIAL STATEMENTS, (continued)
- --------------------------------------------------------------------------------
 
the Investment Company Act, the Fund is authorized to spend up to 0.25% of net
assets annually for BISYS LP's services in connection with the distribution of
shares of the Fund. For the period ended May 31, 1997, the Fund incurred
distribution fees of $1,974.
 
The Fund has entered into agreements with BISYS LP and BISYS Inc. to provide the
Fund with administrative, fund accounting and dividend disbursing and transfer
agency services, pursuant to an Administration Agreement, Fund Accounting
Agreement, and Transfer Agency Agreement, respectively. Although each agreement
provides for different methods or rates of compensation to BISYS as discussed
below, the Fund has agreed to pay BISYS a minimum payment of $150,000 per year
for all of the aforesaid services.
 
BISYS LP is the Administrator of the Fund. In its capacity as the Fund's
Administrator, BISYS LP provides certain administrative and managerial support
services to the Fund, in consideration of which BISYS LP is paid an
administration fee per year equal to 0.15% of the first $100 million in
aggregate Fund assets, 0.10% for the next $400 million, 0.07% for the next $500
million, and 0.06% for aggregate Fund assets in excess of $1 billion. For the
period ended May 31, 1997, the Fund paid BISYS and Furman, in the aggregate,
administrative fees of $98,000.
 
BISYS Inc. is the Fund Accounting Agent and Transfer Agent of the Fund. As Fund
Accounting Agent, BISYS Inc. is paid a fee of $35,000 per year, plus
reimbursement of out-of-pocket expenses. For the period ended May 31, 1997, the
Fund paid to BISYS and Furman, in the aggregate, fund accounting fees of
$36,594. In its capacity as Transfer Agent, BISYS Inc. provides dividend
disbursing, registrar and transfer agency services to the Fund and its
shareholders, in consideration of which it is paid a transfer agency fee equal
to $15 per year per each shareholder of the Fund, subject to a $12,000 per year
minimum. For the period ended May 31, 1997, the Fund paid BISYS and Furman, in
the aggregate, transfer agency fees of $18,408.
 
3. INVESTMENTS.  Purchases and sales of securities for the period ended May 31,
1997, other than short-term securities, amounted to $1,562,574, and $300,533,
respectively. The cost of securities is substantially the same for federal
income tax purposes as it is for financial reporting purposes.
 
<TABLE>
                             <S>                                    <C>
                             Aggregate cost                         $1,364,123
                                                                    ==========
                             Gross unrealized appreciation          $  184,439
                             Gross unrealized depreciation             (42,558)
                                                                    ----------
                             Net unrealized appreciation            $  141,881
                                                                    ==========
</TABLE>
 
4. CAPITAL TRANSACTIONS.  The Fund's Articles of Incorporation permit the Fund
to issue an unlimited number of full and fractional shares of beneficial
interest (par value $0.00001). Transactions in shares for the period ended May
31, 1997, were as follows:
 
<TABLE>
<CAPTION>
                                                                 SHARES       AMOUNT
                                                                 -------    ----------
                             <S>                                 <C>        <C>
                             Shares sold                         133,466    $1,407,673
                             Shares redeemed                      (5,599)      (67,182)
                                                                 -------    ----------
                             Net increase                        127,867    $1,340,491
                                                                 =======     =========
</TABLE>
 
                                       12
<PAGE>   14
 
                            MEYERS PRIDE VALUE FUND
                              FINANCIAL HIGHLIGHTS
 
                                                             FOR THE PERIOD FROM
                                                                JUNE 13, 1996(1)
         SELECTED RATIOS AND DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING
THROUGHOUT THE PERIOD:                                      THROUGH MAY 31, 1997
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                   <C>                    <C>
PER SHARE OPERATING PERFORMANCE:
NET ASSET VALUE, BEGINNING OF PERIOD                                        $  10.00
                                                                            --------
  Net investment loss                                                         (0.03)
  Net realized and unrealized gains on investments                              2.26
                                                                            --------
NET ASSET VALUE, END OF PERIOD                                              $  12.23
                                                                            ========
TOTAL INVESTMENT RETURN (2)                                                   22.30%
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (in thousands)                                  $  1,563
Ratios to average net assets:
  Expenses                                                                     2.09%          (3)(4)
  Net Investment Loss                                                        (0.48)%          (3)(5)
PORTFOLIO TURNOVER RATE                                                       42.46%
AVERAGE COMMISSION RATE(6)                                                  $ 0.0671
</TABLE>
 
(1) Commencement of operations.
 
(2) Total return is based on the change in net asset value during the period and
    assumes reinvestment of all dividends and distributions if applicable. Total
    return is not annualized for any period less than one full year.
 
(3) Annualized.
 
(4) If the Fund had borne all expenses that were waived, reimbursed, or paid by
    the Advisor, the expense ratio would have been 41.61%.
 
(5) If the Fund had borne all expenses that were waived, reimbursed, or paid by
    the Advisor, the net investment loss ratio would have been (40.00)%.
 
(6) Represents the total dollar amount of commissions paid on portfolio
    transactions divided by the total number of shares purchased and sold by the
    Fund for which commissions were charged.
 
    The accompanying notes are an integral part of the financial statements.
 
                                       13
<PAGE>   15
 
                          INDEPENDENT AUDITORS' REPORT
 
The Shareholders and Board of Trustees of
  The Meyers Pride Value Fund:
 
We have audited the accompanying statement of assets and liabilities, including
the schedule of portfolio investments, as of May 31, 1997, and the related
statement of operations, statement of changes in net assets and the financial
highlights for the period from June 13, 1996 (commencement of operations) to May
31, 1997. These financial statements and the financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audit.
 
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included verification of securities owned as of May 31, 1997, by
confirmation with the custodian. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Fund at May 31, 1997, and the results of its operations, the changes in its net
assets and the financial highlights for the period from June 13, 1996 to May 31,
1997, in conformity with generally accepted accounting principles.
 
KPMG Peat Marwick LLP
Columbus, Ohio
July 17, 1997
 
                                       14
<PAGE>   16
 
                            MEYERS PRIDE VALUE FUND
 
TRUSTEES AND OFFICERS
 
Shelly J. Meyers
Trustee (Chairperson of the Board) and President
 
Leslie C. Sheppard
Trustee and Executive Vice President
 
Gwendolyn H. Baba
Trustee
 
Jay W. Gendron, Esq.
Trustee
 
Robert E. Gipson, Esq.
Trustee
 
Leonard Greenhalgh, M.B.A., Ph.D.
Trustee
 
Duane E. McWaine, M.D.
Trustee
 
Mark Sichley
Vice President
 
Janelle Gellermann
Treasurer
 
Philip McKinley
Secretary
 
Matthew Constancio
Assistant Secretary
 
Ellen Stoutamire
Assistant Secretary
 
INVESTMENT MANAGER
Meyers Capital Management, LLC
8901 Wilshire Boulevard
Beverly Hills, CA 90211
 
DISTRIBUTOR AND ADMINISTRATOR
BISYS Fund Services Limited Partnership
3435 Stelzer Road
Columbus, OH 43219
 
FUND ACCOUNTING AGENT
AND TRANSFER AGENT
BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, OH 43219
 
CUSTODIAN
Wells Fargo Bank, N.A.
P.O. Box 63084
San Francisco, CA 94163
 
LEGAL COUNSEL
Mayer, Brown & Platt
1675 Broadway, Suite 1900
New York, NY 10019
 
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP
Two Nationwide Plaza
Columbus, OH 43215
 
7/97


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