PROFIT FUNDS INVESTMENT TRUST
N-30D, 1999-06-09
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                           PROFIT FUNDS INVESTMENT TRUST
                           -----------------------------

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


                               SEMI-ANNUAL REPORT
                                 March 31, 1999
                                   (Unaudited)


      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        Profit Value Fund
- ----------------    -----------------
[LOGO]
- ----------------
INVESTMENT TRUST


LETTER TO SHAREHOLDERS                                         PROFIT VALUE FUND
May 19, 1999


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  semi-annual  period covered by
this report, the performance of traditional "value" stocks lagged  significantly
behind the S&P 500 Index;  however,  the Profit Value Fund outperformed both its
peers and the S&P 500 Index.

     We are  pleased to inform  you that the first  quarter of 1999 was the best
quarter  in Profit  Value  Fund's  history  on  numerous  fronts.  Asset  growth
increased  well  beyond the  historical  monthly  average of 7.5% per month from
inception  through last fiscal year-end,  and the Fund was mentioned in numerous
magazine and press  articles.  The most  exciting news is that the Fund's strong
performance in 1998 continued into first quarter of 1999, with the Fund's 13.16%
return  outperforming  the  4.98%  increase  in the S&P 500  Index and the 2.12%
increase  in the  Lipper  Growth & Income  Fund  Index for the  quarter.  We are
excited  about  the  Fund's  performance  and  how  it is  helping  to  generate
substantial  interest  in the Profit  Value  Fund.  The Fund's  addition of a 4%
front-end  load  to  new  shareholder  purchases  during  the  period  has  also
contributed to interest in the Fund as stockbrokers are beginning to discuss the
Fund with their clients.

     For the  semi-annual  period  ended March 31,  1999,  the Profit Value Fund
closed at a net asset value of $18.74 per share.  The Fund's  total  return over
the twelve  months then ended was 37.77%,  as compared to a total return for the
S&P 500 Index of 18.46% and a 4.12%  return for the Lipper  Growth & Income Fund
Index. The Fund's  performance  compared to its Lipper peer group competitors as
well as its S&P 500 Index benchmark reflects strong relative outperformance.

     During much of 1998, advances in the equity market were very narrow, led by
a sector by sector rotation of the top large momentum stocks, which continued to
push the S&P 500 Index to historically  high valuations.  In this type of market
environment, traditional "value" stocks typically get beaten up and fail to keep
pace;  however,

- --------------------------------------------------------------------------------
           P.O. Box 5354 o Cincinnati, Ohio 45201-5354 o 888.744.2337

<PAGE>

management's  increase in the Fund's exposure to the technology sector late last
summer  proved  timely and the Fund was able to prosper  in this  narrow  market
advance.  As  the  market  began  to  broaden  during  the  semi-annual  period,
management  started to put new assets to work in the financial  services,  basic
materials,  automobiles,  and  utilities  sectors.  During the period,  the Fund
initiated  positions in Bell Atlantic,  Chase Manhattan,  CompUSA,  Walt Disney,
duPont,  Fannie Mae, Ford, and Pepsico. The Fund sold positions in International
Paper and Computer Associates.

     The U.S.  market has been rising at triple its historical  annual rate over
the past four years.  Although we caution  investors to temper  expectations  of
future  market  returns,  we believe the Fund is well  positioned to weather any
changes in the market environment. We believe that, although the Federal Reserve
may change its  interest  rate  policy in the short  term,  interest  rates will
remain near their current level over the longer term. We remain  convinced  that
within the market  strength  of the past year there has been  enough  sector and
individual security  corrections to help minimize any concerns about a sustained
market downturn.

     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
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1999 (UNAUDITED)
================================================================================
ASSETS
Investments in securities:
    At acquisition cost                                             $ 2,307,837
                                                                    ===========
    At value (Note 1)                                               $ 3,535,123
Cash                                                                     40,000
Receivable for capital shares sold                                        6,040
Dividends receivable                                                      3,698
Receivable from Adviser                                                  47,410
Organization costs, net (Note 1)                                         61,284
Other assets                                                             16,519
                                                                    -----------
    TOTAL ASSETS                                                      3,710,074
                                                                    -----------
LIABILITIES
Payable to affiliates (Note 3)                                            4,000
Payable for securities purchased                                        176,400
Other accrued expenses and liabilities                                    8,502
                                                                    -----------
    TOTAL LIABILITIES                                                   188,902
                                                                    -----------

NET ASSETS                                                          $ 3,521,172
                                                                    ===========
Net assets consist of:
Paid-in capital                                                     $ 2,271,657
Accumulated net investment loss                                         (10,173)
Accumulated net realized gains from security transactions                32,402
Net unrealized appreciation on investments                            1,227,286
                                                                    -----------
Net assets                                                          $ 3,521,172
                                                                    ===========
Shares of beneficial interest outstanding (unlimited
    number of shares authorized, no par value)                          187,904
                                                                    ===========

Net asset value and redemption price per share (Note 1)             $     18.74
                                                                    ===========

Maximum offering price per share (Note 1)                           $     19.52
                                                                    ===========

See accompanying notes to financial statements.

<PAGE>

PROFIT VALUE FUND
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 1999 (UNAUDITED)
================================================================================
INVESTMENT INCOME
    Dividends                                                         $  15,005
                                                                      ---------
EXPENSES
    Professional fees                                                    16,337
    Investment management fees (Note 3)                                  16,191
    Accounting services fees (Note 3)                                    12,000
    Organization expense (Note 1)                                        11,830
    Custodian fees                                                        7,085
    Postage and supplies                                                  6,975
    Insurance expense                                                     6,750
    Registration fees                                                     6,331
    Administration fees (Note 3)                                          6,000
    Transfer agent fees (Note 3)                                          6,000
    Trustees' fees and expenses                                           4,648
    Reports to shareholders                                               2,186
    Distribution expense (Note 3)                                           621
    Other expenses                                                          578
                                                                      ---------
         TOTAL EXPENSES                                                 103,532
    Fees waived and expenses reimbursed by the Adviser (Note 3)         (78,354)
                                                                      ---------
         NET EXPENSES                                                    25,178
                                                                      ---------

NET INVESTMENT LOSS                                                     (10,173)
                                                                      ---------
REALIZED AND UNREALIZED GAINS
    ON INVESTMENTS
    Net realized gains from security transactions                        32,402
    Net change in unrealized appreciation/
       depreciation on investments                                      959,514
                                                                      ---------
NET REALIZED AND UNREALIZED
    GAINS ON INVESTMENTS                                                991,916
                                                                      ---------
NET INCREASE IN NET ASSETS FROM
    OPERATIONS                                                        $ 981,743
                                                                      =========

See accompanying notes to financial statements.

<PAGE>

<TABLE>
<CAPTION>
PROFIT VALUE FUND
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIODS ENDED MARCH 31, 1999 AND SEPTEMBER 30, 1998
=========================================================================================
                                                              Six Months
                                                                 Ended           Year
                                                               March 31,        Ended
                                                                 1999        September 30,
                                                              (Unaudited)        1998
- -----------------------------------------------------------------------------------------
FROM OPERATIONS:
<S>                                                           <C>             <C>
     Net investment loss                                      $   (10,173)    $    (3,902)
     Net realized gains from security transactions                 32,402           3,421
     Net change in unrealized appreciation/depreciation
        on investments                                            959,514         (34,188)
                                                              -----------     -----------
Net increase (decrease) in net assets from operations             981,743         (34,669)
                                                              -----------     -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
     Dividends from net investment income                              --         (13,477)
     Distributions from net realized gains                         (3,407)         (8,347)
                                                              -----------     -----------
Decrease in net assets from distributions to shareholders          (3,407)        (21,824)
                                                              -----------     -----------
FROM CAPITAL SHARE TRANSACTIONS:
     Proceeds from shares sold                                    762,244         979,553
     Net asset value of shares issued in
         reinvestment of distributions to shareholders              3,397          21,756
     Payments for shares redeemed                                (238,937)       (938,460)
                                                              -----------     -----------
Net increase in net assets from capital share transactions        526,704          62,849
                                                              -----------     -----------

TOTAL INCREASE IN NET ASSETS                                    1,505,040           6,356

NET ASSETS:
     Beginning of period                                        2,016,132       2,009,776
                                                              -----------     -----------
     End of period                                            $ 3,521,172     $ 2,016,132
                                                              ===========     ===========

ACCUMULATED NET INVESTMENT LOSS                               $   (10,173)    $        --
                                                              ===========     ===========
CAPITAL SHARE ACTIVITY:
     Shares sold                                                   44,722          73,832
     Shares issued in reinvestment of distributions
         to shareholders                                              206           1,766
     Shares redeemed                                              (16,235)        (72,439)
                                                              -----------     -----------
         Net increase in shares outstanding                        28,693           3,159
     Shares outstanding, beginning of period                      159,211         156,052
                                                              -----------     -----------
     Shares outstanding, end of period                            187,904         159,211
                                                              ===========     ===========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

<TABLE>
<CAPTION>
PROFIT VALUE FUND
FINANCIAL HIGHLIGHTS
==========================================================================================================
                                                                  Six Months
                                                                    Ended             Year        Period
                                                                   March 31,         Ended         Ended
                                                                     1999           Sept. 30,     Sept. 30,
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD:    (Unaudited)         1998        1997 (a)
- ----------------------------------------------------------------------------------------------------------
<S>                                                                <C>              <C>           <C>
   Net asset value at beginning of period                          $  12.66         $  12.88      $  10.00
                                                                   --------         --------      --------
   Income (loss) from investment operations:
      Net investment income (loss)                                    (0.05)           (0.02)         0.07
      Net realized and unrealized gains (losses) on investments        6.15            (0.06)         2.81
                                                                   --------         --------      --------
   Total from investment operations                                    6.10            (0.08)         2.88
                                                                   --------         --------      --------
   Less distributions:
      Dividends from net investment income                               --            (0.09)           --
      Distributions from net realized gains                           (0.02)           (0.05)           --
                                                                   --------         --------      --------
   Total distributions                                                (0.02)           (0.14)           --
                                                                   --------         --------      --------

   Net asset value at end of period                                $  18.74         $  12.66      $  12.88
                                                                   ========         ========      ========
RATIOS AND SUPPLEMENTAL DATA:

   Total return (b)                                                  48.22%(d)        (0.57%)       28.80%(d)
                                                                   ========         ========      ========

   Net assets at end of period (000's)                             $  3,521         $  2,016      $  2,010
                                                                   ========         ========      ========

   Ratio of net expenses to average net assets (c)                    1.94%(e)         1.95%         1.95%(e)

   Ratio of net investment income (loss) to average net assets       (0.79%)(e)       (0.18%)        1.19%(e)

   Portfolio turnover rate                                              17%(e)          101%           10%(e)
- ----------------------------------------------------------------------------------------------------------
</TABLE>

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

(b)  Total returns shown exclude the effect of applicable sales loads.

(c)  Absent fee waivers and/or expense reimbursements by the Adviser, the ratios
     of  expenses  to average  net assets  would have been 7.99% (e),  8.36% and
     18.57% (e) for the periods  ended March 31,  1999,  September  30, 1998 and
     1997, respectively (Note3).

(d)  Not annualized.

(e)  Annualized.

See accompanying notes to financial statements.

<PAGE>

PROFIT VALUE FUND
PORTFOLIO OF INVESTMENTS
MARCH 31, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
                                                                       Market
COMMON STOCKS - 96.3%                                 Shares           Value
- --------------------------------------------------------------------------------

AUTOMOBILES - 3.6%
Ford Motor Co.                                         2,200        $   124,850
                                                                    -----------
BASIC & SPECIALTY CHEMICALS - 3.6%
Dow Chemical Co.                                         720             67,095
E.I. du Pont de Nemours & Co.                          1,000             58,063
                                                                    -----------
                                                                        125,158
                                                                    -----------
BEVERAGES - 2.2%
Pepsico, Inc.                                          2,000             78,375
                                                                    -----------
CONSUMER STAPLES - 1.8%
Eastman Kodak Co.                                      1,000             63,875
                                                                    -----------

ELECTRIC UTILITIES - 1.6%
Southern Co.                                           2,460             57,349
                                                                    -----------

ENERGY & RESOURCES - 4.2%
El Paso Energy Corp.                                   1,500             49,031
Exxon Corp.                                              800             56,450
Mobil Corp.                                              500             44,000
                                                                    -----------
                                                                        149,481
                                                                    -----------
FINANCIAL & INSURANCE - 16.7%
American General Corp.                                 1,375             96,937
Chase Manhattan Corp.                                  1,300            105,706
Countrywide Credit Industries, Inc.                    1,000             37,500
Fannie Mae                                             1,000             69,250
Legg Mason, Inc.                                       2,000             67,375
Marsh & McLennan Co., Inc.                               750             55,641
Merrill Lynch & Co.                                    1,000             88,437
T. Rowe Price Associates, Inc.                         2,000             68,750
                                                                    -----------
                                                                        589,596
                                                                    -----------
HEALTHCARE - 8.1%
Amgen, Inc.*                                           1,400            104,825
Merck & Co., Inc.                                      1,400            112,263
Pfizer, Inc.                                             500             69,375
                                                                    -----------
                                                                        286,463
                                                                    -----------
MEDICAL INSTRUMENTS - 8.1%
Medtronic, Inc.                                        1,000             71,750
                                                                    -----------

MULTI-MEDIA - 1.8%
The Walt Disney Co.                                    2,000             62,250
                                                                    -----------

<PAGE>

PROFIT VALUE FUND
PORTFOLIO OF INVESTMENTS
MARCH 31, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
                                                                      Market
COMMON STOCKS - 96.3% (Continued)                     Shares          Value
- --------------------------------------------------------------------------------

RETAILING - 10.2%
Abercrombie & Fitch Co.*                               1,775        $   163,300
Nike, Inc.                                             1,000             57,688
Wal-Mart Stores, Inc.                                  1,500            138,281
                                                                    -----------
                                                                        359,269
                                                                    -----------
RETIREMENT/AGED CARE - 1.3%
Sunrise Assisted Living, Inc.*                         1,000             45,563
                                                                    -----------

TECHNOLOGY - 30.0%
America Online, Inc.*                                  2,400            350,400
Compaq Computer Corp.                                  2,000             63,375
CompUSA Inc.*                                          5,000             35,000
EMC Corp.*                                             2,000            255,500
Intel Corp.                                            1,000            119,125
Microsoft Corp.*                                       1,200            107,550
Sun Microsystems, Inc.*                                1,000            124,937
                                                                    -----------
                                                                      1,055,887
                                                                    -----------
TELECOMMUNICATIONS - 7.7%
AT&T Corp.                                             1,275            101,761
Bell Atlantic Corp.                                    1,500             77,531
GeoTel Communications Corp.*                           2,000             91,750
                                                                    -----------
                                                                        271,042
                                                                    -----------
TELEVISION - 1.4%
Univision Communications, Inc. - Class A*              1,000             50,000
                                                                    -----------

TOTAL COMMON STOCKS (Cost $2,163,622) - 96.3%                       $ 3,390,908
                                                                    -----------

MONEY MARKETS - 4.1%
Corestates Liquidity Fund                              6,847        $     6,847
Fidelity Institutional Cash Fund                     137,368            137,368
                                                                    -----------
TOTAL MONEY MARKETS (COST $144,215)                                 $   144,215
                                                                    -----------

TOTAL INVESTMENTS AT VALUE (COST $2,307,837) - 100.4%               $ 3,535,123

LIABILITIES IN EXCESS OF OTHER ASSETS - (0.4)%                          (13,951)
                                                                    -----------

NET ASSETS - 100.0%                                                 $ 3,521,172
                                                                    ===========

* Non-income producing security.

See accompanying notes to financial statements.

<PAGE>

PROFIT VALUE FUND
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 (UNAUDITED)


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  (normally  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 maximum offering
price  per share of the Fund is equal to the net  asset  value per share  plus a
sales load equal to 4.17% of the net asset value (or 4% of the offering  price).
The  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
MARCH 31, 1999 (UNAUDITED)


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 March 31, 1999,  unamortized  organization  costs of
$61,284 are scheduled to be amortized over a remaining 31 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 March 31, 1999, net unrealized  appreciation on investments was $1,227,286
for federal  income tax purposes,  of which  $1,281,413  related to  appreciated
securities  and $54,127  related to  depreciated  securities  based on a federal
income tax cost basis of $2,307,837.

2.   INVESTMENT TRANSACTIONS

During the six months ended March 31, 1999,  cost of purchases and proceeds from
sales of portfolio securities,  other than short-term  investments,  amounted to
$838,348 and $196,061, 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.

<PAGE>

PROFIT VALUE FUND
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 (UNAUDITED)


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 $16,191
and reimbursed the Fund for $62,163 of other  operating  expenses during the six
months ended March 31, 1999.

ADMINISTRATION AGREEMENT
Under the terms of an  Administration  Agreement,  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 six months ended
March  31,  1999,   CFS  earned   $6,000  of   administration   fees  under  the
Administration Agreement.

ACCOUNTING SERVICES AGREEMENT
Under the terms of an Accounting  Services  Agreement,  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 six months ended March 31, 1999, CFS
earned  $12,000  of  accounting  services  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.

TRANSFER AGENT AGREEMENT
Under the terms of a Transfer, Dividend Disbursing, Shareholder Service and Plan
Agency  Agreement,  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 six
months ended March 31, 1999,  CFS earned $6,000 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.

<PAGE>

PROFIT VALUE FUND
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 (UNAUDITED)


UNDERWRITING AGREEMENT
CW Fund  Distributors,  Inc. (the  Underwriter),  an affiliate of CFS, serves as
principal  underwriter for the Fund and exclusive agent for the  distribution of
shares of the Fund.  Under the terms of an  Underwriting  Agreement  between the
Trust and the  Underwriter,  the Underwriter  earned $936 from  underwriting and
brokerage commissions on the sale of shares of the Fund for the six months ended
March 31, 1999.

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 $621  under the Plan  during the six months
ended March 31, 1999.



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