PROFIT FUNDS INVESTMENT TRUST
N-30D, 1998-12-04
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                          PROFIT FUNDS INVESTMENT TRUST
                          -----------------------------

                                PROFIT VALUE FUND
                                -----------------

                                  ANNUAL REPORT
                               September 30, 1998


       INVESTMENT ADVISER                                 ADMINISTRATOR
       ------------------                                 -------------
 INVESTOR RESOURCES GROUP, LLC                   COUNTRYWIDE FUND SERVICES, INC.
8720 Georgia Avenue, Suite 808                            P.O. Box 5354
 Silver Spring, Maryland 20910                     Cincinnati, Ohio 45201-5354
                                                          1.888.744.2337

- --------------------------------------------------------------------------------

<PAGE>

                                  Profit Funds
                                     [LOGO]
                                Investment Trust

LETTER TO SHAREHOLDERS                                         PROFIT VALUE FUND
September 30, 1998


Dear Profit Value Fund Shareholder:

     At Profit  Funds,  we are  committed  to helping you pursue your  financial
goals, whether it's saving for retirement,  paying for college tuition, buying a
home, or building your own business. Our investment philosophy is that, over the
long term, the most promising investment  opportunities can be found among large
financially sound companies, which at the time of investment, show an attractive
valuation discount relative to their peers.

     Profit Value Fund is a growth mutual fund that seeks long-term total return
by investment primarily in established,  larger  capitalization  companies (i.e.
companies  having  a  market  capitalization  exceeding  $1  billion)  that  are
attractive  relative  to their  peers.  During the fiscal  year  covered by this
report,  the  performance  of traditional  "value"  stocks lagged  significantly
behind the S&P 500 Index.

     In  its  second  year  of  operations,  the  Profit  Value  Fund  performed
competitively and gained many new investors.  The Fund and its portfolio manager
continue to receive positive media coverage, being featured in numerous national
publications.  The Fund's  transition to  Countrywide  Fund  Services  proceeded
smoothly  and  during  the  year  they  took  over the  administration  and fund
accounting  functions  previously  delegated  to SEI  Fund  Resources,  and  the
transfer  agent  functions from Boston  Financial Data Services.  We are excited
about these changes and how they are enhancing our level of service to the Fund.
The  improvements  have already begun to increase our operational  efficiency as
well as decrease the overall  operational  expenses of the Fund. The Fund's core
operational  costs  of  transfer  agency,  administration  and  fund  accounting
functions  have  decreased  to a  minimum  of  $48,000  annually  from  $91,000.
Shareholders are also benefiting from improved  statements and 24-hour automated
shareholder and NAV information.

     For the fiscal year ended  September 30, 1998, the Profit Value Fund closed
at a net asset  value of  $12.66  per share  for a total  return of  (0.57%)  as
compared  to an S&P 500 total  return of 9.05% and a Lipper  Growth  and  Income
average of (1.08%). The Fund's performance reflects its outperformance  compared
to its value  oriented  growth & income  competitors  during  the  fiscal  year,
although it fell below the return of the S&P 500. During the period, advances in
the equity  market were very narrow,  led by a sector by sector  rotation of the
top  large  momentum  stocks,  pushing  the S&P 500 Index to  historically  high
valuations.  In this type of market environment,  traditional "value" stocks get
beaten  up and  fail to keep  pace;  however,  management  expects  this  severe
disparity to dissipate and that value stocks will outperform the market averages
as the

- --------------------------------------------------------------------------------
            8720 Georgia Avenue, Suite 808 . Silver spring, MD 20910
                        301-650-0059 . FAX 302-650-0608
                           http://www.profitfunds.com

<PAGE>

advance  broadens out. When the market  declined  sharply during the 3rd quarter
from its peaks,  the Profit  Value Fund lost 8.1%,  compared  to a S&P 500 Index
loss of 10.0% and a Lipper Growth & Income average loss of 12.5%. We believe one
of the  catalysts for the market  improvement  over the next fiscal year will be
the result of a change in Federal Reserve policy to increasing  liquidity in the
financial  markets through a reduction in the discount rate. We remain convinced
that the global  uncertainty caused by the slowdown in Asia does not represent a
major threat over the near term to the positive  investment  environment  of low
inflation, expanding corporate profitability, and increased efficiencies, in the
domestic  market,  but we will remain vigilant for any unexpected  shocks to the
current economy.

     Investor  Resources  Group  ("IRG")  continues  to manage the  portfolio as
conditions  warrant.  The turnover ratio of the portfolio was higher than normal
due to  repositioning  the  portfolio  to  reflect  IRG's  style of  management.
Specifically,   the  addition  of  EMC,  Compaq,   Intel,  Computer  Associates,
Microsoft,  America Online, and Sun Microsystems should place the Fund in a good
position to benefit from the next run in technology,  which management  believes
has already begun to occur.  Additionally IRG has added four healthcare  related
companies  (Merck,  Pfizer,  Amgen, and Medtronics) and four financial  services
companies  (Countrywide  Credit,  Legg  Mason,  Marsh &  McClennan,  and T. Rowe
Price). We also initiated positions in Nike,  Univision,  Eastman Kodak, Sunrise
Assisted Living,  and Geotel  Communications and we accepted the tender offer of
the Limited Corporation for shares of Abercrombie & Fitch.

     Regardless  of the  direction  the  markets  take in the coming  years,  we
believe  that The  Profit  Value  Fund  will  continue  to  offer an  attractive
investment opportunity for individual and institutional  investors.  We continue
to evaluate  companies in a prudent and cautious manner,  seeking companies that
represent good valuations  relative to their industry and  competitors  that are
not dependent upon an excessive upward market trend.

     We urge  shareholders to take a similar  approach.  That is, invest for the
long  run,  avoid  the  temptation  to "time"  your  investment  based on market
predictions,  and diversify among stocks,  bonds, and mutual funds based on your
individual  needs and time  horizons.  Finally,  invest on a  consistent  basis,
regardless of whether the markets are up or down.

     We would like to take this opportunity to express our sincere  appreciation
to our valued and growing family of shareholders,  for your continued support of
and  confidence  in the Profit  Value  Fund.  We look  forward  to serving  your
investment needs for many years to come.

Sincerely,

/s/ Eugene A. Profit

Eugene A. Profit
President

<PAGE>

                               PROFIT VALUE FUND
        Comparison of the Change in Value of a $10,000 Investment in the
          Profit Value Fund and the Standard & Poor's (S&P) 500 Index

           S&P 500 INDEX:                             PROFIT VALUE FUND:
           --------------                             ------------------
       DATE           BALANCE                       DATE            BALANCE
       ----           -------                       ----            -------
     11/15/96          10,000                     11/15/96           10,000
     12/31/96          10,092                     12/31/96           10,240
     03/31/97          10,363                     03/31/97           10,430
     06/30/97          12,172                     06/30/97           11,650
     09/30/97          13,084                     09/30/97           12,880
     12/31/97          13,459                     12/31/97           12,655
     03/31/98          15,337                     03/31/98           13,778
     06/30/98          15,843                     06/30/98           13,929
     09/30/98          14,267                     09/30/98           12,806

                         -----------------------------
                               Profit Value Fund
                          Average Annual Total Return

                          1 Year     Since Inception*
                          ------     ----------------
                          (0.57)%         14.10%
                         -----------------------------

       * Initial public offering of shares commenced on November 15, 1996.
<PAGE>

PROFIT VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1998
================================================================================
ASSETS
Investment securities:
     At acquisition cost                                             $ 1,488,933
                                                                     ===========
     At market value (Note 1)                                        $ 1,756,705
Dividends receivable                                                       2,148
Receivable for capital shares sold                                         4,800
Receivable for securities sold                                           155,012
Receivable from Adviser                                                  111,589
Organization costs, net (Note 1)                                          73,114
Other assets                                                              11,131
                                                                     -----------
     TOTAL ASSETS                                                      2,114,499
                                                                     -----------
LIABILITIES
Bank overdraft                                                            82,115
Payable to affiliates (Note 3)                                             4,000
Other accrued expenses and liabilities                                    12,252
                                                                     -----------
     TOTAL LIABILITIES                                                    98,367
                                                                     -----------

NET ASSETS                                                           $ 2,016,132
                                                                     ===========
Net assets consist of:
Paid-in capital                                                      $ 1,744,953
Accumulated net realized gains from security transactions                  3,407
Net unrealized appreciation on investments                               267,772
                                                                     -----------
Net assets                                                           $ 2,016,132
                                                                     ===========
Shares of beneficial interest outstanding (unlimited
   number of shares authorized, no par value)                            159,211
                                                                     ===========
Net asset value, offering price and
   redemption price per share (Note 1)                               $     12.66
                                                                     ===========

See accompanying notes to financial statements.

<PAGE>

PROFIT VALUE FUND
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1998
================================================================================
INVESTMENT INCOME
     Dividend income                                                 $   37,526
     Interest income                                                      1,006
                                                                     ----------
          TOTAL INVESTMENT INCOME                                        38,532
                                                                     ----------
EXPENSES
     Administration and accounting fees (Note 3)                         44,959
     Professional fees                                                   27,622
     Investment advisory fees (Note 3)                                   27,115
     Transfer agent fees (Note 3)                                        25,474
     Organization expense (Note 1)                                       23,660
     Trustees' fees and expenses                                          8,847
     Insurance expense                                                    8,438
     Registration fees                                                    7,908
     Postage and supplies                                                 6,885
     Reports to shareholders                                              5,478
     Custodian fees                                                       1,940
     Distribution expense (Note 3)                                        1,236
     Other expenses                                                       1,092
                                                                     ----------
          TOTAL EXPENSES                                                190,654
     Fees waived and expenses reimbursed by the Adviser (Note 3)       (148,220)
                                                                     ----------
          NET EXPENSES                                                   42,434
                                                                     ----------

NET INVESTMENT LOSS                                                      (3,902)
                                                                     ----------
REALIZED AND UNREALIZED GAINS (LOSSES)
     ON INVESTMENTS
     Net realized gains from security transactions                        3,421
     Net change in unrealized appreciation/depreciation
        on investments                                                  (34,188)
                                                                     ----------
NET REALIZED AND UNREALIZED
     LOSS ON INVESTMENTS                                                (30,767)
                                                                     ----------
NET DECREASE IN NET ASSETS FROM
     OPERATIONS                                                      $  (34,669)
                                                                     ==========

See accompanying notes to financial statements.

<PAGE>

PROFIT VALUE FUND
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIODS ENDED SEPTEMBER 30, 1998 AND 1997
================================================================================
<TABLE>
<CAPTION>
                                                                          Year          Period
                                                                          Ended          Ended
                                                                      September 30,  September 30,
                                                                          1998          1997 (a)
- -------------------------------------------------------------------------------------------------
FROM OPERATIONS:
<S>                                                                    <C>            <C>        
      Net investment income (loss)                                     $    (3,902)   $    11,364
      Net realized gains from security transactions                          3,421          8,333
      Net change in unrealized appreciation/depreciation
         on investments                                                    (34,188)       301,960
                                                                       -----------    -----------
Net increase (decrease) in net assets from operations                      (34,669)       321,657
                                                                       -----------    -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
      Dividends from net investment income                                 (13,477)            --
      Distributions from net realized gains                                 (8,347)            --
                                                                       -----------    -----------
Decrease in net assets from distributions to shareholders                  (21,824)            --
                                                                       -----------    -----------
FROM CAPITAL SHARE TRANSACTIONS:
      Proceeds from shares sold                                            979,553      1,674,905
      Net asset value of shares issued in
          reinvestment of distributions to shareholders                     21,756             --
      Payments for shares redeemed                                        (938,460)       (86,786)
                                                                       -----------    -----------
Net increase in net assets from capital share transactions                  62,849      1,588,119
                                                                       -----------    -----------

TOTAL INCREASE IN NET ASSETS                                                 6,356      1,909,776

NET ASSETS:
      Beginning of period                                                2,009,776        100,000
                                                                       -----------    -----------
      End of period                                                    $ 2,016,132    $ 2,009,776
                                                                       ===========    ===========

UNDISTRIBUTED NET INVESTMENT INCOME                                    $        --    $    11,364
                                                                       ===========    ===========
CAPITAL SHARE ACTIVITY:
      Shares sold                                                           73,832        153,642
      Shares issued in reinvestment of distributions to shareholders         1,766             --
      Shares redeemed                                                      (72,439)        (7,590)
                                                                       -----------    -----------
          Net increase in shares outstanding                                 3,159        146,052
      Shares outstanding, beginning of period                              156,052         10,000
                                                                       -----------    -----------
      Shares outstanding, end of period                                    159,211        156,052
                                                                       ===========    ===========
</TABLE>

(a)  Represents the period from the initial public offering of shares  (November
     15, 1996) through September 30, 1997.

See accompanying notes to financial statements.

<PAGE>

PROFIT VALUE FUND
FINANCIAL HIGHLIGHTS
================================================================================
<TABLE>
<CAPTION>
                                                                       Year          Period
                                                                      Ended           Ended
                                                                   September 30,   September 30,
                                                                       1998          1997 (a)
- ---------------------------------------------------------------------------------------------
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD:
<S>                                                                 <C>             <C>      
   Net asset value at beginning of period                           $   12.88       $   10.00
                                                                    ---------       ---------
   Income (loss) from investment operations:                                      
        Net investment income (loss)                                    (0.02)           0.07
        Net realized and unrealized gains (losses) on investments       (0.06)           2.81
                                                                    ---------       ---------
   Total from investment operations                                     (0.08)           2.88
                                                                    ---------       ---------
   Less distributions:                                                            
        Dividends from net investment income                            (0.09)             --
        Distributions from net realized gains                           (0.05)             --
                                                                    ---------       ---------
   Total distributions                                                  (0.14)             --
                                                                    ---------       ---------
                                                                                  
   Net asset value at end of period                                 $   12.66       $   12.88
                                                                    =========       =========
RATIOS AND SUPPLEMENTAL DATA:                                                     
                                                                                  
   Total return                                                        (0.57%)         28.80%(c)
                                                                    =========       =========
                                                                                  
   Net assets at end of period (000's)                              $   2,016       $   2,010
                                                                    =========       =========
                                                                                  
   Ratio of expenses to average net assets (b)                          1.95%           1.95%(d)
                                                                                  
   Ratio of net investment income (loss) to average net assets         (0.18%)          1.19%(d)
                                                                                  
   Portfolio turnover rate                                               101%             10%(d)
- ---------------------------------------------------------------------------------------------
</TABLE>

(a)  Represents the period from the initial public offering of shares  (November
     15, 1996) through September 30, 1997.

(b)  Absent fee waivers and expense reimbursements by the Adviser, the ratios of
     expenses to average net assets would have been 8.79% and 18.57% (d) for the
     periods ended September 30, 1998 and 1997, respectively (Note 3).

(c)  Not annualized.

(d)  Annualized.

See accompanying notes to financial statements.

<PAGE>

PROFIT VALUE FUND
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
                                                                        MARKET
COMMON STOCKS - 87.1%                                    SHARES          VALUE
- --------------------------------------------------------------------------------
BASIC & SPECIALTY CHEMICALS - 3.0%
Dow Chemical Co.                                           720      $     61,515
                                                                    ------------
CONSUMER STAPLES - 3.8%
Eastman Kodak Co.                                        1,000            77,312
                                                                    ------------
ELECTRIC UTILITIES - 3.6%
Southern Co.                                             2,460            72,416
                                                                    ------------
ENERGY & RESOURCES - 4.7%
Exxon Corp.                                                800            56,150
Mobil Corp.                                                500            37,969
                                                                    ------------
                                                                          94,119
                                                                    ------------
FINANCIAL & INSURANCE - 13.8%
American General Corp.                                   1,375            87,828
Countrywide Credit Industries, Inc.                      1,000            41,625
Legg Mason, Inc.                                         2,000            52,625
Marsh & McLennan Co., Inc.                                 750            37,313
T. Rowe Price Associates, Inc.                           2,000            58,750
                                                                    ------------
                                                                         278,141
                                                                    ------------
HEALTHCARE - 9.7%
Amgen, Inc.*                                               700            52,894
Merck & Co., Inc.                                          700            90,694
Pfizer, Inc.                                               500            52,969
                                                                    ------------
                                                                         196,557
                                                                    ------------
MEDICAL INSTRUMENTS - 2.9%
Medtronic, Inc.                                          1,000            57,875
                                                                    ------------
PAPER PRODUCTS - 2.3%
International Paper Co.                                  1,000            46,625
                                                                    ------------
RETAILING - 9.7%
Abercrombie & Fitch Co.*                                 1,775            78,100
Nike, Inc.                                               1,000            36,813
Wal-Mart Stores, Inc.                                    1,500            81,937
                                                                    ------------
                                                                         196,850
                                                                    ------------
RETIREMENT/AGED CARE - 1.7%
Sunrise Assisted Living, Inc.*                           1,000            34,312
                                                                    ------------

<PAGE>

PROFIT VALUE FUND
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
                                                                        MARKET
COMMON STOCKS - 87.1%                                    SHARES          VALUE
- --------------------------------------------------------------------------------
TECHNOLOGY - 24.0%
America Online, Inc.*                                      600      $     66,750
Compaq Computer Corp.                                    2,000            63,250
Computer Associates International, Inc.                  1,000            37,000
EMC Corp.*                                               2,000           114,375
Intel Corp.                                              1,000            85,750
Microsoft Corp.*                                           600            66,037
Sun Microsystems, Inc.*                                  1,000            49,813
                                                                    ------------
                                                                         482,975
                                                                    ------------
TELECOMMUNICATIONS - 6.4%
AT&T Corp.                                               1,275            74,508
GeoTel Communications Corp.*                             2,000            53,750
                                                                    ------------
                                                                         128,258
                                                                    ------------
TELEVISION - 1.5%
Univision Communications, Inc. - Class A*                1,000            29,750
                                                                    ------------

TOTAL COMMON STOCKS                                                 $  1,756,705
     (Cost $1,488,933)

OTHER ASSETS IN EXCESS OF LIABILITIES - 12.9%                            259,427
                                                                    ------------

NET ASSETS - 100.0%                                                 $  2,016,132
                                                                    ============

* Non-income producing security.

See accompanying notes to financial statements.

<PAGE>

PROFIT VALUE FUND
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998

1.   SIGNIFICANT ACCOUNTING POLICIES

The  Profit  Value  Fund (the  Fund) is a  diversified  series  of Profit  Funds
Investment  Trust  (the  Trust),  an  open-end  management   investment  company
registered under the Investment  Company Act of 1940. The Trust was organized as
a  Massachusetts  business trust on June 14, 1996. The public offering of shares
of the Fund commenced on November 15, 1996. The Fund had no operations  prior to
the public offering of shares except for the initial issuance of shares.

The Fund seeks  long-term  total return,  consistent  with the  preservation  of
capital and maintenance of liquidity, by investing primarily in the common stock
of established,  larger capitalization companies (i.e. companies having a market
capitalization  exceeding $1  billion).  Dividend  income is only an  incidental
consideration to the Fund's investment objective.

The following is a summary of the Fund's significant accounting policies:

Securities  valuation -- The Fund's  portfolio  securities  are valued as of the
close of  business  of the  regular  session  of  trading  on the New York Stock
Exchange  (currently 4:00 p.m.,  Eastern time).  Securities  which are traded on
stock  exchanges  or are quoted by NASDAQ are valued at the closing  sales price
or, if not traded on a  particular  day, at the  closing  bid price.  Securities
traded in the  over-the-counter  market, and which are not quoted by NASDAQ, are
valued at the last sales price, if available,  otherwise, at the last quoted bid
price.  Securities  for which market  quotations  are not readily  available are
valued at fair value as determined in good faith in accordance  with  procedures
established by and under the general supervision of the Board of Trustees.

Repurchase agreements -- Repurchase agreements, which are collateralized by U.S.
Government  obligations,  are  valued  at cost,  which,  together  with  accrued
interest,  approximates  market.  At the time the Fund enters into a  repurchase
agreement,  the  seller  agrees  that the  value of the  underlying  securities,
including  accrued  interest,  will at all times be equal to or exceed  the face
amount of the repurchase agreement.

Share valuation -- The net asset value per share of the Fund is calculated daily
by  dividing  the total value of the Fund's  assets,  less  liabilities,  by the
number of shares  outstanding,  rounded to the nearest  cent.  The  offering and
redemption  price  per  share of the Fund is equal to the net  asset  value  per
share.

Investment  income --  Dividend  income is  recorded  on the  ex-dividend  date.
Interest income is accrued as earned.

Distributions to shareholders -- Distributions to shareholders  arising from net
investment  income and net realized  capital gains,  if any, are  distributed at
least once each year.  Dividends  from net  investment  income and capital  gain
distributions  are determined in accordance with income tax  regulations,  which
may differ from generally accepted accounting principles.

Security  transactions -- Security  transactions  are accounted for on the trade
date. Securities sold are valued on a specific identification basis.

<PAGE>

PROFIT VALUE FUND
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998

Organization  costs  --  Costs  incurred  by the  Fund in  connection  with  its
organization  and  registration of shares,  net of certain  expenses,  have been
capitalized and are being  amortized on a  straight-line  basis over a five year
period  beginning with the  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  costs in the same proportion as the number of initial shares being
redeemed  bears to the number of initial  shares of the Fund  outstanding at the
time of redemption. As of September 30, 1998, unamortized organaization costs of
$73,114 were scheduled to be amortized over a remaining 37 months.

Estimates  --  The  preparation  of  financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the  financial  statements  and the  reported  amounts of income and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Federal  income  tax -- It is the  Fund's  policy  to  comply  with the  special
provisions  of the  Internal  Revenue  Code (the Code)  available  to  regulated
investment companies.  As provided therein, in any fiscal year in which the Fund
so qualifies and  distributes  at least 90% of its taxable net income,  the Fund
(but not the shareholders)  will be relieved of federal income tax on the income
distributed. Accordingly, no provision for income taxes has been made.

In  order  to  avoid  imposition  of the  excise  tax  applicable  to  regulated
investment companies, it is also the Fund's intention to declare as dividends in
each calendar year at least 98% of its net investment  income (earned during the
calendar  year) and 98% of its net realized  capital  gains  (earned  during the
twelve months ended October 31) plus undistributed amounts from prior years.

As of  September  30, 1998,  net  unrealized  appreciation  on  investments  was
$267,772  for  federal  income  tax  purposes,  of  which  $322,895  related  to
appreciated  securities and $55,123 related to depreciated securities based on a
federal income tax cost basis of $1,488,933.

Reclassification  of capital  accounts -- As of September 30, 1998, the Fund had
an accumulated net investment  loss of $6,015 which was  reclassified to paid-in
capital on the  Statement of Assets and  Liabilities.  The  reclassification,  a
result of  permanent  differences  between  financial  statement  and income tax
reporting  requirements,  had no effect on the  Fund's  net  assets or net asset
value per share.

2.   INVESTMENT TRANSACTIONS

During the year ended  September  30, 1998,  cost of purchases and proceeds from
sales of portfolio securities,  other than short-term  investments,  amounted to
$1,996,695 and $2,118,554, respectively.

3.   TRANSACTIONS WITH AFFILIATES

The  President of the Trust is also the President of Investor  Resources  Group,
LLC (the  Adviser).  Certain  other  trustees and officers of the Trust are also
officers of the Adviser,  or of  Countrywide  Fund  Services,  Inc.  (CFS),  the
administrative  services agent,  shareholder  servicing and transfer agent,  and
accounting  services agent for the Trust, or of CW Fund Distributors,  Inc., the
principal  underwriter for the Fund and exclusive agent for the  distribution of
shares of the Fund.

<PAGE>

PROFIT VALUE FUND
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998

INVESTMENT ADVISORY AGREEMENT
The Fund's  investments  are managed by the Adviser  pursuant to the terms of an
Investment Advisory Agreement.  The Fund pays the Adviser an investment advisory
fee, computed and accrued daily and paid monthly,  at an annual rate of 1.25% of
average daily net assets of the Fund.

The Adviser currently intends to voluntarily waive its investment  advisory fees
and  reimburse the Fund for expenses  incurred to the extent  necessary to limit
total  operating  expenses of the Fund to 1.95% of the Fund's  average daily net
assets. Accordingly,  the Adviser waived its investment advisory fees of $27,115
and reimbursed the Fund for $121,105 of other operating expenses during the year
ended September 30, 1998. Subsequent to September 30, 1998, the Adviser paid all
such expense reimbursements due to the Fund.

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENTS
Under the terms of an Administration  Agreement  effective January 12, 1998, CFS
supplies   non-investment   related  statistical  and  research  data,  internal
regulatory compliance services and executive and administrative services for the
Fund. CFS supervises the preparation of tax returns,  reports to shareholders of
the Fund, reports to and filings with the Securities and Exchange Commission and
state  securities  commissions  and  materials  for  meetings  of the  Board  of
Trustees.  For these  services,  CFS receives a monthly fee at an annual rate of
0.15% of the Fund's  average daily net assets up to $25 million;  0.125% of such
net assets between $25 million and $50 million;  and 0.10% of such net assets in
excess of $50 million,  subject to a minimum  monthly fee of $1,000.  During the
year ended  September 30, 1998, CFS earned $9,000 of  administration  fees under
the Administration Agreement.

Under the terms of an Accounting  Services Agreement effective January 12, 1998,
CFS  calculates  the daily net asset value per share and maintains the financial
books and records of the Fund. For these services,  CFS receives a fee, based on
current asset levels,  of $2,000 per month from the Fund.  During the year ended
September 30, 1998, CFS earned  $18,000 of accounting  fees under the Accounting
Services  Agreement.  In addition,  the Fund  reimburses  CFS for  out-of-pocket
expenses related to the pricing of the Fund's portfolio securities.

Prior  to  January  12,  1998,  the  Fund was  party  to a Fund  Accounting  and
Administration  Agreement  with SEI  Fund  Resources  (SEI)  under  which  these
services  were  performed  by SEI at a fee,  equal on an  annual  basis,  to the
greater of (i) 0.15% of the Fund's  average  daily net assets up to $50 million;
0.125% on the next $50 million of such net assets;  and 0.10% of such net assets
over $100 million, or (ii) $65,000.

TRANSFER AGENT AGREEMENT
Under the terms of a Transfer, Dividend Disbursing, Shareholder Service and Plan
Agency  Agreement  effective  July 31, 1998,  CFS  maintains the records of each
shareholder's   account,   answers  shareholders'   inquiries  concerning  their
accounts,  processes  purchases and  redemptions of the Fund's  shares,  acts as
dividend  and  distribution  disbursing  agent and  performs  other  shareholder
service functions.  For these services,  CFS receives a monthly fee at an annual
rate of  $17.00  per  shareholder  account  from the Fund,  subject  to a $1,000
minimum monthly fee. During the year ended September 30, 1998, CFS earned $2,000
of transfer agent fees under the Transfer Agent Agreement. In addition, the Fund
reimburses CFS for out-of-pocket expenses including, but not limited to, postage
and supplies.

Prior to July 31, 1998, the Fund was party to a Transfer  Agent and  Shareholder
Service  Agreement  with State Street Bank and Trust  Company  under which these
services were performed by Boston Financial Data Services, Inc., a subsidiary of
State Street Bank and Trust Company.

<PAGE>

PROFIT VALUE FUND
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998

DISTRIBUTION PLAN
The Fund has adopted a Plan of Distribution  (the Plan) under which the Fund may
directly incur or reimburse the Adviser for expenses related to the distribution
and promotion of Fund shares. The annual limitation for payment of such expenses
under  the  Plan is 0.25% of the  Fund's  average  daily  net  assets.  The Fund
incurred  distribution  expenses of $1,236  under the Plan during the year ended
September 30, 1998.

<PAGE>

To the Shareholders and Trustees of
  the Profit Funds Investment Trust:

In our opinion, the accompanying  statement of asset and liabilities,  including
the portfolio of  investments,  and the related  statements  of  operations  and
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material respects,  the financial position of the Profit Value Fund at September
30, 1998, the results of its operations for the year then ended,  the changes in
its net assets and the financial highlights for periods presented, in conformity
with generally accepted accounting  principles.  These financial  statements and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility  of the Fund's  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit 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,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at September 30, 1998 by
correspondence  with the custodian,  provide a reasonable  basis for the opinion
expressed above.

                                                  /s/ PricewaterhouseCoopers LLP

Columbus, Ohio
November 24, 1998


<TABLE> <S> <C>

<ARTICLE>                     6
<CIK>                         0001016887
<NAME>                        PROFIT FUNDS INVESTMENT TRUST   
<SERIES>
     <NUMBER>                 1
     <NAME>                   PROFIT VALUE FUND
       
<S>                           <C>
<PERIOD-TYPE>                 12-MOS
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-START>                             OCT-01-1997
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                        1,488,933
<INVESTMENTS-AT-VALUE>                       1,756,705
<RECEIVABLES>                                  273,549
<ASSETS-OTHER>                                  73,114
<OTHER-ITEMS-ASSETS>                            11,131
<TOTAL-ASSETS>                               2,114,499
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       98,367
<TOTAL-LIABILITIES>                             98,367
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     1,744,953
<SHARES-COMMON-STOCK>                          159,211
<SHARES-COMMON-PRIOR>                          156,052
<ACCUMULATED-NII-CURRENT>                            0 
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          3,407
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       267,772
<NET-ASSETS>                                 2,016,132
<DIVIDEND-INCOME>                               37,526
<INTEREST-INCOME>                                1,006
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  42,434
<NET-INVESTMENT-INCOME>                         (3,902)
<REALIZED-GAINS-CURRENT>                         3,421
<APPREC-INCREASE-CURRENT>                      (34,188)
<NET-CHANGE-FROM-OPS>                          (34,669)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       13,477
<DISTRIBUTIONS-OF-GAINS>                         8,347
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         73,832
<NUMBER-OF-SHARES-REDEEMED>                     72,439
<SHARES-REINVESTED>                              1,766
<NET-CHANGE-IN-ASSETS>                           6,356
<ACCUMULATED-NII-PRIOR>                         11,364
<ACCUMULATED-GAINS-PRIOR>                        8,333
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
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<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                190,654
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<PER-SHARE-NAV-BEGIN>                            12.88
<PER-SHARE-NII>                                   (.02)
<PER-SHARE-GAIN-APPREC>                           (.06)
<PER-SHARE-DIVIDEND>                               .09
<PER-SHARE-DISTRIBUTIONS>                          .05
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.66
<EXPENSE-RATIO>                                   1.95
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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