PROFIT FUNDS INVESTMENT TRUST
N-30D, 1999-12-02
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================================================================================

                          PROFIT FUNDS INVESTMENT TRUST
                          -----------------------------

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

                                  ANNUAL REPORT
                               September 30, 1999

     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>

LETTER TO SHAREHOLDERS                                          NOVEMBER 8, 1999

                       TOP PERFORMING LARGE-CAP VALUE FUND

Dear Profit Value Fund Shareholder:

     I have  exciting  news.  For the twelve months  coinciding  with the Profit
Value Fund's  fiscal year ended  September  30, 1999,  your Fund's  42.52% total
return ranked it #1 out of 251 Large-Cap  Value Funds according to data compiled
by Lipper  Analytical  Services,  Inc.  During this period,  the  performance of
traditional  "value"  funds  lagged  significantly  behind  the S&P  500  Index;
however, your Fund outpaced the S&P 500 Index by a large margin.

     In its second  full year of  operations,  the Profit  Value Fund  performed
impressively and gained many new investors.  The Fund and its portfolio  manager
continued to receive positive media coverage, being featured in several national
publications.  Many shareholders have commented  positively about their improved
statements and the 24-hour  availability of automated  shareholder and net asset
value (NAV)  information.  A shareholder survey gave us high marks for exceeding
your  expectations.  We  will  continue  to  work  diligently  to  maintain  the
confidence you have entrusted in us through your investment.

     For the fiscal year ended  September 30, 1999, the Profit Value Fund closed
at a NAV of $18.02  per share and had a total  return  (excluding  the effect of
applicable sales loads) of 42.52%,  as compared to an S&P 500 Index total return
of 27.80% and a Russell Top 200 Value Index average return of 23.43%. The Fund's
outperformance  of the  market  and its  value-oriented  competitors  during the
fiscal year indicates the merits of the Fund's  investment  style. Even when the
market declined  sharply during the quarter ended September 30, 1999, the Fund's
- -3.79% return  outperformed both the S&P 500 Index and the Russell Top 200 Value
Index which declined 6.25% and 9.44%, respectively.

     Investor  Resources Group, as investment  adviser,  continues to manage the
portfolio as conditions  warrant.  The turnover ratio of the portfolio was a tax
efficient  23%.  In our  opinion,  one of the best ways to  outperform  across a
market  cycle  is by  investing  in the  common  stocks  of  companies  that are
currently  trading at a discounted price relative to the market and their peers,
yet  display a catalyst  to return to a normal  price  relationship.  During the
fiscal year,  advances in the equity market  continued to reward our  investment
approach. Management's positioning of the portfolio last year, specifically with
the addition of EMC,  Intel,  Microsoft,  America  Online and Sun  Microsystems,
placed the Fund in a good  position to benefit from the  economy's  drive toward
technology. Healthcare related companies Merck, Pfizer and Amgen and financial

<PAGE>

services  companies Legg Mason,  Marsh & McClennan and T. Rowe Price  positioned
the portfolio to benefit from the aging of the population.

     During  the  past  twelve  months,  two  major  issues  have  continued  to
negatively  impact the market.  First,  rising  interest rates and  inflationary
concerns have tended to overshadow the strong profit growth that U.S.  companies
are enjoying.  Second, the end of this century has focused significant attention
and resources on the Y2K computer glitch concern. After both of these issues are
addressed,  investors will likely refocus on constructive  fundamentals,  and we
have positioned the portfolio to take advantage of this upcoming environment.

     Regardless of the direction the markets take in the coming year, 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 solely
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.

     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
established,  larger  capitalization  companies  which at the time of investment
show an attractive valuation discount relative to their peers.

     We would  like to again  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,

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
     12/31/98          17,306                     12/31/98           16,773
     03/31/99          18,168                     03/31/99           18,982
     06/30/99          19,449                     06/30/99           18,971
     09/30/99          18,234                     09/30/99           18,252


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

                          1 Year     Since Inception*
                          ------     ----------------
                               %              %
                         -----------------------------

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

<PAGE>

PROFIT VALUE FUND
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1999
================================================================================
                                                                          MARKET
COMMON STOCKS - 92.7%                                 SHARES              VALUE
- --------------------------------------------------------------------------------

AUTOMOBILES - 4.6%
DaimlerChrysler AG                                     1,000     $        69,437
Ford Motor Co.                                         2,200             110,412
                                                                 ---------------
                                                                         179,849
                                                                 ---------------
BASIC & SPECIALTY CHEMICALS - 4.6%
Dow Chemical Co.                                         720              81,810
E.I. du Pont de Nemours & Co.                          1,584              96,426
                                                                 ---------------
                                                                         178,236
                                                                 ---------------
BEVERAGES - 1.6%
Pepsico, Inc.                                          2,000              60,500
                                                                 ---------------
CONGLOMERATE - 2.8%
Berkshire Hathaway, Inc. - Class A*                        2             110,000
                                                                 ---------------
CONSUMER STAPLES - 1.9%
Eastman Kodak Co.                                      1,000              75,438
                                                                 ---------------
ELECTRIC UTILITIES - 1.6%
Southern Co.                                           2,460              63,345
                                                                 ---------------
ENERGY & RESOURCES - 5.2%
Conoco Inc. - Class B                                  1,227              33,589
El Paso Energy Corp.                                   1,500              59,719
Exxon Corp.                                              800              60,750
Mobil Corp.                                              500              50,375
                                                                 ---------------
                                                                         204,433
                                                                 ---------------
FINANCIAL & INSURANCE - 16.0%
American General Corp.                                 1,375              86,883
Chase Manhattan Corp.                                  1,300              97,988
Citigroup, Inc.                                        1,500              66,000
Fannie Mae                                             2,000             125,375
Legg Mason, Inc.                                       2,000              76,625
Marsh & McLennan Co., Inc.                               750              51,375
Merrill Lynch & Co.                                    1,000              67,188
T. Rowe Price Associates, Inc.                         2,000              54,875
                                                                 ---------------
                                                                         626,309
                                                                 ---------------
HEALTHCARE - 6.6%
Amgen, Inc.*                                           1,400             114,100
Merck & Co., Inc.                                      1,400              90,737
Pfizer, Inc.                                           1,500              53,906
                                                                 ---------------
                                                                         258,743
                                                                 ---------------
MEDICAL PRODUCTS - 3.9%
Medtronic, Inc.                                        2,000              71,000
Safeskin Corp.*                                       10,000              82,187
                                                                 ---------------
                                                                         153,187
                                                                 ---------------

<PAGE>

PROFIT VALUE FUND
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1999
================================================================================
                                                                     Market
COMMON STOCKS - 92.7% (Continued)                     Shares         Value
- --------------------------------------------------------------------------------

MULTI-MEDIA - 2.3%
The Walt Disney Co.                                    3,500     $        90,563
                                                                 ---------------
RETAIL - 7.3%
CompUSA, Inc.*                                         4,000              24,500
The Limited, Inc.                                      1,500              57,375
Nike, Inc. - Class B                                   1,000              56,875
Too, Inc.*                                               214               3,839
Wal-Mart Stores, Inc.                                  3,000             142,687
                                                                 ---------------
                                                                         285,276
                                                                 ---------------
RETIREMENT/AGED CARE - 1.0%
Sunrise Assisted Living, Inc.*                         1,500              39,844
                                                                 ---------------
TECHNOLOGY - 24.5%
America Online, Inc.*                                  2,400             249,600
Cisco Systems, Inc.*                                   2,055             140,896
EMC Corp.*                                             3,000             214,312
Intel Corp.                                            2,000             148,625
Microsoft Corp.*                                       1,200             108,675
Sun Microsystems, Inc.*                                1,000              93,000
                                                                 ---------------
                                                                         955,108
                                                                 ---------------
TELECOMMUNICATIONS - 8.8%
AT&T Corp.                                             2,912             126,672
Bell Atlantic Corp.                                    1,500             100,969
MCI WorldCom, Inc.*                                    1,624             116,725
                                                                 ---------------
                                                                         344,366
                                                                 ---------------
TOTAL COMMON STOCKS - 92.7% (Cost $2,737,347)                    $     3,625,197
                                                                 ---------------
MONEY MARKETS - 1.8%
Fidelity Institutional Cash Portfolio - Government    31,986     $        31,986
Fidelity Institutional Cash Portfolio - Class I       38,257              38,257
                                                                 ---------------
TOTAL MONEY MARKETS - 1.8% (Cost $70,243)                        $        70,243
                                                                 ---------------

TOTAL INVESTMENTS AT VALUE - 94.5% (Cost $2,807,590)             $     3,695,440

OTHER ASSETS IN EXCESS OF LIABILITIES - 5.5%                             215,247
                                                                 ---------------

NET ASSETS - 100.0%                                              $     3,910,687
                                                                 ===============

* Non-income producing security.

See accompanying notes to financial statements.

<PAGE>

PROFIT VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1999
================================================================================
ASSETS
Investments in securities:
     At acquisition cost                                          $    2,807,590
                                                                  ==============
     At value (Note 1)                                            $    3,695,440
Cash                                                                      45,000
Receivable for securities sold                                           109,884
Receivable for capital shares sold                                         5,130
Dividends receivable                                                       3,462
Receivable from Adviser (Note 3)                                           8,983
Organization costs, net (Note 1)                                          49,453
Other assets                                                               8,492
                                                                  --------------
     TOTAL ASSETS                                                      3,925,844
                                                                  --------------
LIABILITIES
Payable to Administrator (Note 3)                                          4,000
Other accrued expenses and liabilities                                    11,157
                                                                  --------------
     TOTAL LIABILITIES                                                    15,157
                                                                  --------------

NET ASSETS                                                        $    3,910,687
                                                                  ==============
Net assets consist of:
Paid-in capital                                                   $    2,808,086
Accumulated net realized gains from security transactions                214,751
Net unrealized appreciation on investments                               887,850
                                                                  --------------
Net assets                                                        $    3,910,687
                                                                  ==============
Shares of beneficial interest outstanding (unlimited
     number of shares authorized, no par value)                          217,072
                                                                  ==============

Net asset value and redemption price per share (Note 1)           $        18.02
                                                                  ==============

Maximum offering price per share (Note 1)                         $        18.77
                                                                  ==============

See accompanying notes to financial statements.

<PAGE>

PROFIT VALUE FUND
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1999
================================================================================
INVESTMENT INCOME
    Dividends                                                    $       35,826
                                                                 ---------------
EXPENSES
    Investment advisory fees (Note 3)                                    39,860
    Professional fees                                                    31,662
    Accounting services fees (Note 3)                                    24,000
    Organization expense (Note 1)                                        23,661
    Transfer agent fees (Note 3)                                         18,119
    Trustees' fees and expenses                                          16,211
    Insurance expense                                                    13,725
    Administration fees (Note 3)                                         12,000
    Custodian fees                                                       11,705
    Registration fees                                                    11,669
    Postage and supplies                                                  8,310
    Distribution expense (Note 3)                                         4,454
    Reports to shareholders                                               2,836
    Other expenses                                                          944
                                                                 ---------------
         TOTAL EXPENSES                                                 219,156
    Fees waived and expenses reimbursed (Note 3)                       (157,075)
                                                                 ---------------
         NET EXPENSES                                                    62,081
                                                                 ---------------

NET INVESTMENT LOSS                                                     (26,255)
                                                                 ---------------
REALIZED AND UNREALIZED GAINS ON INVESTMENTS
    Net realized gains from security transactions                       241,006
    Net change in unrealized appreciation/                              620,078
        depreciation on investments                              ---------------

NET REALIZED AND UNREALIZED
    GAINS ON INVESTMENTS                                                861,084
                                                                 ---------------

NET INCREASE IN NET ASSETS FROM OPERATIONS                       $      834,829
                                                                 ===============

See accompanying notes to financial statements.

<PAGE>

<TABLE>
<CAPTION>
PROFIT VALUE FUND
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998
========================================================================================================
                                                                         Year                 Year
                                                                        Ended                Ended
                                                                    September 30,        September 30,
                                                                         1999                 1998
- --------------------------------------------------------------------------------------------------------
<S>                                                                <C>                  <C>
FROM OPERATIONS
     Net investment loss                                           $       (26,255)     $        (3,902)
     Net realized gains from security transactions                         241,006                3,421
     Net change in unrealized appreciation/depreciation
        on investments                                                     620,078              (34,188)
                                                                   ----------------     ----------------
Net increase (decrease) in net assets from operations                      834,829              (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                                           1,512,964              979,553
     Net asset value of shares issued in
         reinvestment of distributions to shareholders                       3,397               21,756
     Payments for shares redeemed                                         (453,228)            (938,460)
                                                                   ----------------     ----------------
Net increase in net assets from capital share transactions               1,063,133               62,849
                                                                   ----------------     ----------------

TOTAL INCREASE IN NET ASSETS                                             1,894,555                6,356

NET ASSETS
     Beginning of year                                                   2,016,132            2,009,776
                                                                   ----------------     ----------------
     End of year                                                   $     3,910,687      $     2,016,132
                                                                   ================     ================

CAPITAL SHARE ACTIVITY
     Shares sold                                                            85,572               73,832
     Shares issued in reinvestment of distributions to shareholders            206                1,766
     Shares redeemed                                                       (27,917)             (72,439)
                                                                   ----------------     ----------------
         Net increase in shares outstanding                                 57,861                3,159
     Shares outstanding, beginning of year                                 159,211              156,052
                                                                   ----------------     ----------------
     Shares outstanding, end of year                                       217,072              159,211
                                                                   ================     ================
</TABLE>

See accompanying notes to financial statements.

<PAGE>

<TABLE>
<CAPTION>
PROFIT VALUE FUND
FINANCIAL HIGHLIGHTS
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
=====================================================================================================
                                                 Year                Year              Period
                                                Ended               Ended               Ended
                                             September 30,       September 30,       September 30,
                                                 1999                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)                    (0.12)              (0.02)               0.07
    Net realized and unrealized gains                5.50               (0.06)               2.81
        (losses) on investments
                                           ---------------     ---------------     ---------------
Total from investment operations                     5.38               (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           $        18.02      $        12.66      $        12.88
                                           ===============     ===============     ===============

Total return (b)                                   42.52%              (0.57%)             28.80% (d)
                                           ===============     ===============     ===============

Net assets at end of period (000's)        $        3,911      $        2,016      $        2,010
                                           ===============     ===============     ===============

Ratio of net expenses to average                    1.95%               1.95%               1.95% (e)
    net assets (c)
Ratio of net investment income (loss)              (0.82%)             (0.18%)              1.19% (e)
     to average net assets
Portfolio turnover rate                               23%                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  expense  reimbursements,  the ratios of expenses to
     average  net  assets  would have been  6.87%,  8.36% and 18.57% (e) for the
     periods ended September 30, 1999, 1998 and 1997, respectively (Note 3).

(d)  Not annualized.

(e)  Annualized.

See accompanying notes to financial statements.

<PAGE>

PROFIT VALUE FUND
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

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.

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 determined on a specific identification basis.

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, 1999, unamortized organization costs of
$49,453 are scheduled to be amortized over a remaining 25 months.

<PAGE>

PROFIT VALUE FUND
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

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, 1999,  net  unrealized  appreciation  on  investments  was
$887,850  for  federal  income  tax  purposes,  of which  $1,077,063  related to
appreciated securities and $189,213 related to depreciated securities based on a
federal income tax cost basis of $2,807,590.

Reclassification  of  capital  accounts - As of  September  30,  1999,  the Fund
reclassified  $26,255 of accumulated net investment loss against accumulated net
realized  gains  from  security  transactions  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, 1999,  cost of purchases and proceeds from
sales of portfolio securities,  other than short-term  investments,  amounted to
$1,675,101 and $667,693, 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
Underwriter), the principal underwriter for the Fund and exclusive agent for the
distribution of shares of the Fund.

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.

During the year ended  September 30, 1999,  the Adviser  voluntarily  waived its
investment  advisory  fees of $39,860 and  reimbursed  the Fund for  $117,215 of
other operating  expenses in order to limit total operating expenses of the Fund
to 1.95% of the Fund's average daily net assets.

<PAGE>

PROFIT VALUE FUND
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 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 year ended
September  30,  1999,  CFS  earned  $12,000  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 year ended  September 30, 1999,  CFS
earned $24,000 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.

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 per  shareholder
account from the Fund,  subject to a $1,000 minimum monthly fee. During the year
ended  September 30, 1999,  CFS earned  $12,000 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.

UNDERWRITING AGREEMENT
Under  the  terms  of an  Underwriting  Agreement  between  the  Trust  and  the
Underwriter,  the  Underwriter  earned  $6,261 from  underwriting  and brokerage
commissions  on the sale of shares of the Fund  during the year ended  September
30, 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 $4,454  under the Plan during the year ended
September 30, 1999.

4.   FEDERAL TAX INFORMATION FOR SHAREHOLDERS (UNAUDITED)

On December  31,  1998,  the Fund  declared  and paid a long-term  capital  gain
distribution of $3,407 or $0.02163 per share.  In January of 1999,  shareholders
were provided with Form 1099-DIV which reported the amount and tax status of the
capital gain distribution paid during calendar year 1998.

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Trustees
     Profit Funds Investment Trust

In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of portfolio investments,  and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material  respects,  the financial  position of the Profit Value Fund (hereafter
referred  to as the  "Fund")  at  September  30,  1999,  and the  results of its
operations  for the year then  ended,  the  changes  in its net  assets  and the
financial  highlights for the 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 audit. We conducted our audit
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
audit,  which  includes  confirmation  of  securities  at September  30, 1999 by
correspondence  with the custodian,  provides a reasonable basis for the opinion
expressed above.

                                         PricewaterhouseCoopers LLP

Columbus, Ohio
November 10, 1999



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