<PAGE>
------------------------------------------------------
MEYERS PRIDE VALUE FUND
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ANNUAL REPORT
May 31, 1999
[LOGO OF MEYERS PRIDE VALUE FUND APPEARS HERE]
<PAGE>
Chairwoman's Letter
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This Chairwoman's Letter addresses the third fiscal year for the Meyers Pride
Value Fund (the Fund), and is an integral part of the Fund's fiscal year-end
May 31, 1999 Annual Report. This letter should be read in conjunction with the
following Report on the Fund that includes a more detailed discussion of the
Fund's portfolio and performance.
The Fund has just completed its third fiscal year, and on June 13, 1999, will
be celebrating its full three-year anniversary. For the twelve-month period
ended May 31, 1999, the Fund had a total return of 15.4%. During the same
period, the average domestic stock fund (as tracked by Morningstar/1/) posted
a total return of 10.2%, and the S&P 5002 had a total return (which includes
reinvested dividends) of 21.0%. Since inception on June 13, 1996 through May
31, 1999, the Meyers Pride Value Fund has had an average annualized return of
19.7%. A more detailed discussion of the Fund's portfolio activity and
performance follows in the Report on the Fund.
During the past twelve months, assets in the Meyers Pride Value Fund increased
from $3.12 million on May 31, 1998 to $4.61 million on May 31, 1999. The Fund
consistently recorded monthly net inflows of new investments during the past
year despite of the turbulence created by market upheavals in July and
October, 1998, and an overall mutual fund industry trend of net inflows into
growth funds and out of value funds. Based upon our own net inflow data since
calendar year end December 31, 1998, together with mutual fund industry data,
we believe that the overall industry trend away from value funds is reversing.
The Fund is in a position to benefit from that given its strong relative
performance when compared to other value funds as tracked by Morningstar. In
fact, as at May 31, 1999, the Fund's performance ranking in this category has
been outstanding, placing the Fund in the top 6% of performance (13 of 237
funds), as ranked by Morningstar in its Mid-Cap Value category for the one
year period ending May 31, 1999/1/.
A significant expansion in our distribution channel since the calendar year
ending December 31, 1998 is already having a noticeable impact on investment
inflows, and we expect that to accelerate as the Fund officially passes its
three-year anniversary in June, 1999. The Fund is now available through
Charles Schwab One Source, E*Trade and other mutual fund supermarket programs.
Please note that the trading symbol for the Fund is "MYPVX".
We have also been unveiling a redesigned, expanded website
(www.pridefund.com). From past experience, we believe that the website is one
of our most important channels of communication with both current and
prospective shareholders. Prospectuses and account applications can now be
directly downloaded from the website. The website also provides daily updates
on the Fund's net asset value (NAV), and monthly updates on performance. We
have a policy of responding to all website notes, so please feel free to
continue using this venue to communicate with the Fund. Additional information
can be found at Moneycentral.com and Morningstar.net.
At this, our three year anniversary, I believe it is important to reiterate
the principal investment strategies of the Fund. The Fund is an actively
managed value-based portfolio that emphasizes long-term capital appreciation.
Each investment in the portfolio, besides being inexpensive relative to what
we calculate to be its intrinsic value, must also be what we believe to be a
fundamentally strong or rapidly strengthening company, managed by visionary,
intelligent and ethical management teams.
As part of our fundamental investment strategy, we invest in companies that
have progressive Open Workplace policies, which we define as companies that
have openly adopted policies that promote the value, respect, and
1
<PAGE>
Chairwoman's Letter (continued)
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development of all company employees, including gay and lesbian employees. We
believe that companies maintaining Open Workplace policies will experience
higher workplace morale, lower turnover, improved customer relations and more
efficient internal communications that can all contribute to above average
profitability. At a time when approximately 80% of the U.S. economy is service
based, (meaning that the bulk of a company's assets are in its human capital
base), actively valuing and developing all employees is essential to sustained
profitability. We believe that companies that have openly adopted policies
that value their gay and lesbian employees are at the vanguard of
understanding the importance of an Open Workplace culture, besides simply
being the right thing to do. We believe these are exactly the types of
companies that belong in any investment portfolio.
We have continued to expand our documented database of companies that follow
the employment policies required by the Fund. Since May 31, 1998, sixty-one
new companies were added to this database as having verified and specifically
stated anti-discrimination policies in regards to sexual orientation. The
total number of companies that we have verified as having such policies
currently stands at 327, with approximately 450 companies on our current
review list. It is important that all of our current and prospective investors
know that we do not approach our database research as a passive exercise. In
fact, when we find companies that do not have anti-discrimination policies in
place, we actively engage company management in constructive discussions to
have such policies enacted.
The three-year anniversary is an important milestone for the Meyers Pride
Value Fund. The highlights during the current fiscal year ending May 31, 1999
were providing what we believe to be strong returns relative to the
Morningstar Mid Cap Value Index1, expanding the Fund's distribution channels,
and continuing to expand our employment policy database. We are looking
forward to building upon these achievements during the upcoming year.
Thank you for your interest in choosing the Meyers Pride Value Fund for your
portfolio.
/s/ Shelly J. Meyers
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This material is authorized for distribution only when preceded or accompanied
by a prospectus. The prospectus contains complete information including
expenses and ongoing fees and should be read carefully before investing or
sending money. BISYS Fund Services, LLP, distribute the Fund.
The views expressed in this letter reflect those of the Chairwoman through the
end of the period covered by the report, as stated on the cover. The
Chairwoman's views are subject to change based on market and other conditions.
1 Morningstar is an independent mutual fund performance monitor whose results
are based on total return and do not reflect a sales charge. Past
performance is no guarantee of future results.
2 The Fund's Performance is compared to the Standard & Poor's 500 Stock
Index, which represents 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.
2
<PAGE>
Report of the Fund
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For the twelve-month period incorporating this Annual Report (May 31, 1998 to
May 31, 1999), the Meyers Pride Value Fund (the Fund) had a total return of
15.4%. During the same period, the average domestic stock fund (as tracked by
Morningstar/1/) posted a return of 10.2%, and the S&P 500/2/ had a total
return (which includes reinvested dividends) of 21.0%. Since inception on June
13, 1996 through May 31, 1999, the Meyers Pride Value Fund has had an average
annualized return of 19.7%/3/.
While the stocks in the Fund have an average weighted market capitalization of
$21.2 billion, the small and mid-cap holdings bring the Fund's median market
capitalization to about $6.5 billion. For this reason, Morningstar/1/ is
tracking the Fund in its Mid Cap Value category. The Fund's performance
ranking in this category has been outstanding, placing the Fund in the top 6%
of performance for the one year period ending May 31, 1999 (13 of 237 funds).
Relative performance against the S&P 500 by the Fund was clearly delineated
between the first six-month period of this Annual Report ending November 30,
1998, and the second six-month period ending May 31, 1999. Most of the Fund's
underperformance against the S&P 500 occurred from the end of May through mid-
July 1998, as the Fund's return increased only slightly during that time
period, whereas the S&P 500 continued to climb to a peak through June and the
first half of July 1998. During the six-month period ending November 30, 1998,
the Fund trailed the S&P 500 posting a loss of -1.2% against the S&P 500's
total return of 7.5%. However, for the second six-month period ending May 31,
1999, the Fund outperformed the S&P 500, posting a 16.9% return versus the
12.6% return of the market.
In general, the Fund lagged the market when market increases were
predominately driven by a relatively small number of large-cap growth
companies. Our investment objective has been and will continue to be the goal
of attempting to out-perform the market during downward trends and broader
based upward trends. We believe that our performance has been consistent with
that objective.
The market correction from mid-July to mid-October 1998 was clearly painful
for just about every investor in the stock market. However, as we anticipated
at the time, the correction turned out to be an opportunity for the Fund as we
were able to buy a number of solid companies at very attractive prices, such
as Honeywell (2.8%)* and Boston Scientific (1.2%)*. Over the past six months
we also began to purchase a number of high quality companies with market caps
under $10.0 billion. These companies were extremely cheap on a valuation
basis, and fit our other fundamental analysis criteria. These new holdings
included Petco Animal Supplies (3.7%)*, Callaway Golf (2.9%)*, General
Nutrition (2.6%)* and Venator Group (2.4%)*. As value investors, the company
valuations created by the general market correction provided the best and
largest selection of stock buys that we had seen since starting the Fund in
1996.
Over the past fiscal year ended May 31, 1999, and especially during the last
half of this year, we have bought larger cap companies selectively when what
we perceive to be relatively short-term events create major corrections in
individual stock prices. We believe this strategy will provide solid returns
over the intermediate and long term with downtrodden, but solid companies such
as Cendant (2.4%)*, Disney (1.5%)*, Oracle(3.0%)*, McKesson HBOC (2.8%)*, and
Rite Aid (3.0%)*.
Core holdings held throughout the year included Amgen (1.9%)*, AMR Corp
(2.1%)*, AT&T (2.9%)*, Chase Manhattan (2.2%)*, General Instrument (3.4%)*,
Intel (1.4%)*, J.P. Morgan (2.1%)*, and United Healthcare (1.8%)*.
3
<PAGE>
Report of the Fund (continued)
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As long-term investors, we have consistently tried to keep our focus on the
intermediate and longer-term prospects of our investments and not be
distracted by the short-term sentiments of the market. As part of our
fundamental analysis of industry trends, we have not been buying companies in
businesses most affected by global problems with oversupply and deflation.
Consequently, we have not been buying companies involved in commodity
businesses such as petroleum, minerals, and chemicals. Because of global over-
capacity, we are doubtful that these industries can maintain true pricing
power over any sustained period of time.
As of May 31, 1999, the Meyers Pride Value Fund had a total of forty-three
stocks in the portfolio, consistent with the number of holdings since
inception. Nine new positions were established during the six-month period
ending November 30, 1998, and fourteen positions were entirely sold during the
same period for an average gain of 50.6%. Purchase and sales activity
increased during the six-month period ending May 31, 1999. During this period,
seventeen positions were added to the portfolio, while twelve positions were
sold in their entirety at an average gain of 14.2%. Five of the twelve
positions included in this average were sold at a loss to lower taxable
capital gains, and to reallocate portfolio assets to more attractive
investment opportunities.
The Fund's turnover ratio during the current fiscal year was 73.7%. While
higher than the 39.0% and 42.6% turnover ratios for the Fund's prior two
fiscal years ending May 31, 1998 and May 31, 1997, respectively, turnover was
still lower than that historically registered by the average domestic stock
fund. The higher rate of turnover this year was a direct result of two
factors: extreme market conditions last fall that created several buying
opportunities, and buyouts of companies in the portfolio. In fact, six
positions were eliminated from the portfolio after another firm bought the
companies. Our intent going forward is to maintain a lower than average
turnover rate in the Fund, which matches our objective of managing the Fund
with a long-term prospective, and theoretically provides a lower annual tax
bite from capital gains.
In keeping with our value strategy, the Fund's average Price/Earnings ratio is
lower than the current calendar year 1999 S&P 500 P/E ratio. The Fund's
average P/E ratio through May 31, 1999 is 22.7 versus the 28.8 P/E ratio of
the S&P 500.
As of May 31, 1999, the top five equity holdings were: Petco Animal Supplies
(3.7%)*, General Instrument (3.4%)*, Digital Lightwave (3.3%)*, Foundation
Health Systems (3.1%)*, and Oracle (3.0%)*. The largest single percentage in
the portfolio was cash at 4.8%. The top ten equity holdings represent
approximately 31.9% of the total portfolio, a weighting consistent with all
prior periods reported.
In regards to the stated social investment criteria of the Meyers Pride Value
Fund, Meyers Capital Management, L.L.C. (investment advisor to the Meyers
Pride Value Fund), has continued to expand its documented database of
companies which follow the anti-discrimination employment policies required by
the Fund. Since May 31, 1998, over sixty new companies were added to this
database as having verified and specifically stated anti-discrimination
policies in regards to sexual orientation. A more detailed discussion on the
Fund's fundamental employment policy research activities and investment
objectives can be found in the Chairwoman's Letter included in this Annual
Report.
Of importance to all of our current and prospective investors, our
distribution channel expanded dramatically during the past fiscal year. The
Fund is now available through Charles Schwab One Source, E*Trade and other
mutual fund supermarket programs. The Meyers Pride Value Fund can be located
under NASDAQ's mutual fund
4
<PAGE>
Report of the Fund (continued)
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listings using ticker "MYPVX". General information and trading channels are
also available on our web site www.pridefund.com. Our website also provides
electronic downloading of prospectuses and investment applications, monthly
performance updates, and the daily net asset value (NAV) of the Fund.
Meyers Pride Value Fund
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Label A B
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Label Meyers Pride Va Standard & Poor
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1 6/30/96 10000 10000
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2 11/30/96 10880 11391.98
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3 5/31/97 12230 12890.81
- ----------------------------------------------------------
4 11/30/97 12900 14642.98
- ----------------------------------------------------------
5 5/31/98 14744.76 16849.21
- ----------------------------------------------------------
6 11/30/98 14563.01 16108.61
- ----------------------------------------------------------
7 5/31/99 17019.37 20391.96
- ----------------------------------------------------------
- ----------------------------------------------------------
Average Annual Total Return
- ----------------------------------------------------------
Since
Inception
Period Ended 5/31/99 1 Year (6/13/96)
- ----------------------------------------------------------
A Shares w/out load 15.43% 19.65%
- ----------------------------------------------------------
The chart above represents a comparison of a hypothetical $10,000 investment
versus a similar investment in the Fund's benchmark.
- -------------------------
1 Morningstar is an independent mutual fund performance monitor whose results
are based on total return and do not reflect a sales charge. Past
performance is no guarantee of future results.
2 The Fund's Performance is compared to the Standard & Poor's 500 Stock
Index, which represents 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.
3 Past performance does not guarantee future results. Investment return and
net asset value will fluctuate so that investor shares when redeemed may be
worth more or less than the original cost.
* Portfolio holdings are accurate as of 5/31/99. Portfolio composition is
subject to change.
5
<PAGE>
MEYERS PRIDE VALUE FUND
Schedule of Portfolio Investments,
May 31, 1999
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<TABLE>
<CAPTION>
Market
Shares Value
------ --------
<C> <S> <C>
Common Stocks--92.8%
Banking--5.6%
1,900 BankBoston Corp. $ 90,013
1,400 Chase Manhattan Corp. 101,500
2,800 Golden State Bancorp., Inc. (b) 68,775
--------
260,288
--------
Commercial Services--2.4%
6,000 Cendant Corp. (b) 110,625
--------
Computer Equipment & Software--14.7%
4,300 Advanced Micro Devices, Inc. (b) 79,550
2,300 Apple Computer, Inc. (b) 101,344
1,800 Dell Computer Corp. (b) 61,988
8,000 General Semiconductor, Inc. (b) 62,000
1,200 Intel Corp. 64,875
5,600 Oracle Corp. (b) 138,949
2,600 SAP AG 87,425
2,700 Seagate Technology, Inc. (b) 81,506
--------
677,637
--------
Electrical & Electronics--1.4%
3,700 Arrow Electronics, Inc. (b) 64,288
--------
Electronic Components/Instruments--7.9%
4,000 General Instrument Corp. (b) 154,749
1,400 Honeywell, Inc. 132,475
3,700 Polaroid Corp. 78,163
--------
365,387
--------
Entertainment--1.5%
2,400 Walt Disney Co. 69,900
--------
Financial Services--2.1%
700 J.P. Morgan & Co., Inc. 97,519
--------
Food--1.7%
5,200 Horizon Organic Holding Corp. (b) 78,325
--------
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
MEYERS PRIDE VALUE FUND
Schedule of Portfolio Investments, (continued)
May 31, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Shares Value
------ --------
<C> <S> <C>
Furniture--1.8%
4,100 Herman Miller, Inc. $ 82,769
--------
Health & Personal Care--2.1%
5,700 Sola International, Inc. (b) 95,119
--------
Insurance--1.6%
2,000 Allstate Corp. 72,875
--------
Medical-Equipment & Supplies--1.2%
1,400 Boston Scientific Corp. (b) 53,113
--------
Medical-Hospital Management--4.9%
8,080 Foundation Health Systems, Inc.--Class A (b) 144,430
1,400 United HealthCare Corp. 81,550
--------
225,980
--------
Oil/Gas--5.2%
1,600 Atlantic Richfield Co. 133,900
1,600 Texaco, Inc. 104,800
--------
238,700
--------
Pharmaceuticals--6.4%
1,400 Amgen, Inc. (b) 88,550
3,800 McKesson HBOC, Inc. 129,437
2,000 Watson Pharmaceutical, Inc. (b) 76,625
--------
294,612
--------
Photography--2.2%
1,500 Eastman Kodak Co. 101,438
--------
Recreation--2.9%
8,000 Callaway Golf Co. 131,500
--------
Retail--17.3%
10,400 Donna Karan International, Inc. (b) 106,600
7,100 General Nutrition Companies (b) 117,594
2,500 Lillian Vernon Corp. 32,188
12,100 Petco Animal Supplies, Inc. (b) 170,912
5,500 Rite Aid Corp. 137,499
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
MEYERS PRIDE VALUE FUND
Schedule of Portfolio Investments, (continued)
May 31, 1999
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<TABLE>
<CAPTION>
Market
Shares Value
------- ----------
<C> <S> <C>
10,000 Venator Group, Inc. (b) $ 109,375
3,000 Whole Foods Market, Inc. (b) 124,500
----------
798,668
----------
Telecommunications--6.2%
2,400 AT&T Corp. 133,200
25,000 Digital Lightwave, Inc. (b) 153,124
----------
286,324
----------
Transportation--Air--3.7%
3,700 America West Holdings Corp.--Class B (b) 72,150
1,500 AMR Corp. (b) 97,594
----------
169,744
----------
TOTAL COMMON STOCKS 4,274,811
----------
MONEY MARKET ACCOUNTS--4.8%
123,023 Bank of New York Cash Reserve 123,023
100,000 Stagecoach Prime Money Market Fund 100,000
----------
TOTAL MONEY MARKET ACCOUNTS 223,023
----------
TOTAL INVESTMENTS (Cost $4,001,281) (a)--97.6% 4,497,834
----------
Other assets in excess of liabilities--2.4% 112,827
----------
TOTAL NET ASSETS--100.0% $4,610,661
==========
</TABLE>
- --------
(a) Represents aggregate cost for federal income tax purposes and is
substantially the same as the identified cost and differs from value by net
unrealized appreciation of securities as follows:
<TABLE>
<S> <C>
Unrealized appreciation $ 775,802
Unrealized depreciation (279,249)
----------
Net unrealized appreciation $ 496,553
==========
</TABLE>
(b) Non-income producing security
The accompanying notes are an integral part of the financial statements.
8
<PAGE>
MEYERS PRIDE VALUE FUND
Statement of Assets and Liabilities
May 31, 1999
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<TABLE>
<S> <C> <C>
Assets:
Investments, at value (cost $4,001,281) $4,497,834
Receivable from Investment Manager 56,249
Dividends and interest receivable 5,672
Deferred organizational costs 66,119
Prepaid expenses 41,366
----------
Total Assets $4,667,240
Liabilities:
Payable for distribution fees 968
Other accrued liabilities 55,611
----------
Total Liabilities 56,579
----------
Net Assets, applicable to 328,741 shares of beneficial
interest $4,610,661
==========
Net Assets consist of:
Capital 3,847,859
Accumulated undistributed net investment income 54
Accumulated undistributed net realized gain on
investments 266,195
Net unrealized appreciation on investments 496,553
----------
Net Assets $4,610,661
==========
Net Asset Value per share $ 14.03
==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
9
<PAGE>
MEYERS PRIDE VALUE FUND
Statement of Operations
For the Year Ended May 31, 1999
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Investment Income:
Dividend income $ 37,111
Interest income 3,782
--------
$ 40,893
Expenses:
Investment management fees $ 35,266
Administration fees 66,428
Distribution fees 8,816
Audit fees 20,000
Custodian fees 12,771
Fund accounting fees 31,873
Legal fees 51,558
Organization expenses 33,014
Registration fees 18,477
Transfer agent fees 51,767
Trustees' fees 9,643
Miscellaneous expenses 24,275
--------
Total expenses before waivers/reimbursements 363,888
Less expenses waived (35,266)
Less expenses reimbursed (259,854)
---------
Net Expenses 68,768
---------
Net Investment Loss (27,875)
---------
Realized and Unrealized Gain on Investments
Net realized gain on investments 476,498
Net change in unrealized appreciation on investments 176,367
--------
Net realized and unrealized gain on investments 652,865
---------
Net Increase in Net Assets Resulting From Operations $ 624,990
=========
</TABLE>
The accompanying notes are an integral part of the financial statements.
10
<PAGE>
MEYERS PRIDE VALUE FUND
Statements of Changes in Net Assets
<TABLE>
<CAPTION>
Year Ended Year Ended
May 31, 1999 May 31, 1998
- -------------------------------------------------------------------------------
<S> <C> <C>
Operations:
Net investment loss $ (27,875) $ (13,537)
Net realized gain on investments 476,498 224,583
Net change in unrealized appreciation on
investments 176,367 178,305
---------- ----------
Net increase in net assets resulting from
operations 624,990 389,351
---------- ----------
Distributions to Shareholders:
Distributions from net realized gain on investments (227,065) (247,632)
Shares of Beneficial Interest:
Net increase in net assets from shares of
beneficial interest transactions 1,089,659 1,417,937
---------- ----------
Net increase in net assets 1,487,584 1,559,656
---------- ----------
Net Assets:
Beginning of period 3,123,077 1,563,421
---------- ----------
End of period $4,610,661 $3,123,077
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
11
<PAGE>
MEYERS PRIDE VALUE FUND
Notes To Financial Statements
May 31, 1999
- -------------------------------------------------------------------------------
1. Organization. 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 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 Manager,
as defined herein, 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.
Significant fee waivers and reimbursements were required to achieve an expense
ratio of 1.95% during the current period. To the extent that the Fund does not
increase net assets, the Fund is reliant upon the ability of the Investment
Manager to continue to provide fee waivers and reimbursements. The Investment
Manager is dependent upon achieving its goals, including increasing the Fund's
net assets, in order to provide such support to the Fund. Inability by the
Investment Manager to continue to provide fee waivers and reimbursements would
result in an increase in net expenses and a corresponding decrease in net
asset value per share.
2. Significant Accounting Policies. The preparation of financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts and
disclosures in the financial statements. Actual amounts could differ from
those estimates. The following is a summary of significant accounting policies
consistently followed by the Trust in the preparation of its financial
statements:
a. Security Valuation. 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 less than sixty days, 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. Security Transactions and Investment Income. Securities transactions are
accounted for on the trade date, with realized gain or loss on the sale of
investments determined by using the identified cost method. Interest income
(including amortization of premium and accretion of discount) is recorded as
earned. Dividend income is recorded on the ex-dividend date.
c. 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
12
<PAGE>
MEYERS PRIDE VALUE FUND
Notes To Financial Statements
May 31, 1999 (continued)
- -------------------------------------------------------------------------------
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 reclassification. As of May 31, 1999, the following reclassification
has been made to increase/(decrease) such accounts with the offsetting
adjustment made to capital:
<TABLE>
<CAPTION>
Accumulated Accumulated
Undistributed Net Undistributed Net
Investment Loss Realized Gains
----------------- -----------------
<S> <C>
$27,929 ($27,939)
</TABLE>
d. Federal Income Taxes. It is the policy of the Fund to continue to qualify
as a regulated investment company by complying with the provisions available
to certain investment companies, as defined in applicable sections of the
Internal Revenue Code, and to make distributions of net investment income and
net realized capital gains sufficient to relieve it from all, or substantially
all, federal income taxes.
e. Organization 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 the
pro rata portion of any unamortized organizational expenses in the proportion
that the number of shares being redeemed bears to the number of initial shares
outstanding at the time of redemption.
3. Investment Management, Administration, Fund Accounting, Transfer Agency and
Distribution Agreements. The Investment Manager of the Fund, Meyers Capital
Management, LLC, serves as the Fund's Investment Manager pursuant to an
Investment Management Agreement ("Agreement"). Under the terms of the
Agreement, the Investment Manager is entitled to receive a monthly fee of
1.00% of the average daily net assets of the Fund. The Investment Manager has
agreed to waive all of its fee and to reimburse the Fund for expenses
necessary to assist the Fund in maintaining a competitive expense ratio of
1.95% annualized of average daily net assets. For the period ended May 31,
1999, the Investment Manager earned fees of $35,266 and waived fees of
$35,266. In addition, the Investment Manager reimbursed the Fund $259,854.
The Fund has entered into an Administration Agreement ("Agreement") with BISYS
Fund Services LP ("BISYS LP"), with whom certain officers and trustees of the
Fund are affiliated, to provide administrative services. Affiliated officers
and trustees are not paid any fees directly by the Fund for serving as
officers and trustees of the Fund. Pursuant to the Agreement, BISYS LP
provides certain administrative and managerial support services to the Fund.
As of January 1, 1998, the Agreement was amended, such that BISYS LP shall
receive a minimum administration fee of $60,000 to December 31, 1998. From
January 1, 1999 BISYS LP shall receive a minimum administration fee of $75,000
per year. For the year ended May 31, 1999, BISYS LP earned administrative fees
of $66,428.
13
<PAGE>
MEYERS PRIDE VALUE FUND
Notes To Financial Statements
May 31, 1999 (continued)
- -------------------------------------------------------------------------------
The Fund has entered into a Fund Accounting Agreement ("Agreement") with BISYS
Fund Services, Inc. ("BISYS"), an affiliate of BISYS LP, to provide the Fund
with fund accounting services. Pursuant to the Agreement, BISYS maintains the
Fund's books and records and calculates the Fund's net asset value on a daily
basis. The current Agreement states that BISYS shall receive a minimum fee of
$30,000 per year, plus reimbursement of out-of-pocket expenses. For the year
ended May 31, 1999, BISYS earned fund accounting fees of $31,873.
The Fund has entered into a Transfer Agency Agreement ("Agreement") with BISYS
to provide the Fund and its shareholders dividend disbursing, registrar and
transfer agency services. The current Agreement states that BISYS receives a
transfer agency fee of $21 per year for each shareholder of the Fund, subject
to a $15,000 minimum per year, plus reimbursement of out-of-pocket expenses.
For the period ended May 31, 1999, BISYS earned and was reimbursed transfer
agency fees for related out-of-pocket expenses in the amount of $51,767.
The Trustees of the Fund have adopted a Distribution Plan ("Plan") with
respect to the Fund in accordance with Rule 12b-1 under the 1940 Act. The plan
was readopted on April 30, 1999, and pursuant to the Plan, BISYS LP, as the
Fund's Distributor is responsible for facilitating the distribution of Fund
shares. The Fund accrues daily and pays monthly up to 0.25% of the Fund's
average daily net assets for services rendered in connection with the
distribution of shares of the Fund.
4. Shares of Beneficial Interest. 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 and dollars
were as follows:
<TABLE>
<CAPTION>
Year Ended Year Ended
May 31, 1999 May 31, 1998
------------------- -------------------
Shares Amount Shares Amount
------- ---------- ------- ----------
<S> <C> <C> <C> <C>
Shares sold 125,864 $1,559,802 121,262 $1,550,535
Shares reinvested 25,476 308,590 21,518 245,731
Shares redeemed (63,235) (778,733) (30,010) (378,329)
------- ---------- ------- ----------
Net increase in shares 88,105 $1,089,659 112,770 $1,417,937
======= ========== ======= ==========
</TABLE>
5. Security Transactions. Purchases and sales of securities for the year ended
May 31, 1999, other than short-term securities, amounted to $3,236,550, and
$2,381,862, respectively.
6. Federal Income Information (unaudited). During the year ended May 31, 1999,
the Fund declared long-term capital gain distributions in the amount of
$165,784.
For corporate shareholders 10.93% of the total ordinary income distributions
paid during the fiscal year ended May 31, 1999 qualify for the corporate
dividends received deduction.
14
<PAGE>
MEYERS PRIDE VALUE FUND
Financial Highlights
<TABLE>
<CAPTION>
Year Ended Year Ended Period Ended
(For a share outstanding throughout each period) May 31, 1999 May 31, 1998 May 31, 1997*
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value, beginning of period $12.98 $ 12.23 $ 10.00
------ ------- -------
Income from Investment Operations:
Net investment loss (0.08) (0.06) (0.03)
Net realized and unrealized gain on
investments 1.95 2.36 2.26
------ ------- -------
Total from investment operations 1.87 2.30 2.23
Distributions to Shareholders from:
Net realized gain on investments (0.82) (1.55) --
------ ------- -------
Net Asset Value, end of period $14.03 $ 12.98 $ 12.23
====== ======= =======
Total Return 15.43% 20.56% 22.30%
Ratios to Average Net
Assets/Supplemental Data:
Net assets, end of period (in
thousands) $4,611 $ 3,123 $ 1,563
Net investment loss before
waivers/reimbursements (9.16%) (10.96%) (40.00%)(a)
Net investment loss net of
waivers/reimbursements (0.79%) (0.61%) (0.48%)(a)
Expenses before
waivers/reimbursements 10.32% 12.30% 41.61%(a)
Expenses net of
waivers/reimbursements 1.95% 1.95% 2.09%(a)
Portfolio turnover rate 73.70% 39.00% 42.46%
</TABLE>
- --------
*From June 13, 1996 (commencement of operations) through May 31, 1997.
(a) Annualized.
The accompanying notes are an integral part of the financial statements.
15
<PAGE>
Independent Auditors' Report
- -------------------------------------------------------------------------------
To 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, 1999, and the
related statement of operations, statements of changes in net assets and the
financial highlights for each of the periods indicated herein. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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, 1999, 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 our audits provide 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
Meyers Pride Value Fund at May 31, 1999, and the results of its operations,
the changes in its net assets and the financial highlights for each of the
periods indicated herein, in conformity with generally accepted accounting
principles.
KPMG LLP
Columbus, Ohio
July 2, 1999
16
<PAGE>
MEYERS PRIDE VALUE FUND
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
BNY Western Trust Company
700 South Flower Street, Suite 250
Los Angeles, CA 90017
Legal Counsel
Mayer, Brown & Platt
1675 Broadway, Suite 1900
New York, NY 10019
Independent Auditors
KPMG LLP
Two Nationwide Plaza
Columbus, OH 43215
7/99
