PROFIT FUNDS INVESTMENT TRUST
N-30D, 2000-06-02
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================================================================================

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

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

                               SEMI-ANNUAL REPORT
                                 March 31, 2000
                                  (Unaudited)

     INVESTMENT ADVISER                               ADMINISTRATOR
     ------------------                               -------------
INVESTOR RESOURCES GROUP, LLC                INTEGRATED 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, 2000

Dear Profit Value Fund Shareholder:

     We are pleased to inform you that the  performance of the Profit Value Fund
during the past three years,  including  the six months  covered by this report,
ranked as the top performing large  capitalization value fund of the 278 covered
by Lipper Analytical  Services,  Inc. Asset growth continues to be impressive in
an environment  where many equity funds are losing assets and the fund continues
to receive  positive press  coverage.  The most exciting news is that the Fund's
strong  performance  in 1998 and 1999  continues this year with the Fund's 5.67%
increase  outperforming  the S&P 500 Index's  0.79% decline and the Lipper Large
Value Index's 0.90% increase year to date May 15, 2000. We are excited about the
Fund's performance and how it is helping to generate substantial interest in the
Profit Value Fund.

     For the  semi-annual  period  ending March 31, 2000,  the Profit Value Fund
closed at a net asset value of $21.92 per share.  The Fund's  total  return over
the trailing 6 months of 27.83% reflects its outperformance  compared to its S&P
500 Index benchmark's total return of 17.51%.

     During the new  millennium the stock market to date can be summed up in one
word, volatile. Aside from a few swift corrections,  the first two months of the
year 2000 the market  looked to  continue  the  explosive  growth in  technology
shares of the 4th quarter 1999. However,  since a NASDAQ peak on March 10, 2000,
the landscape has changed dramatically. The average stock on the NYSE and NASDAQ
has fallen by 40% from its  respective 52 week high.  59% of the NYSE and 83% of
the NASDAQ are at least 20% below former recent highs, the classic definition of
a bear  market.  In a period  of  rising  interest  rates,  Treasury  Bonds  are
outperforming stock returns to date in 2000. What happened?

     We believe  that the general  market is engaging in a normal  overreaction.
The portfolio rebalancing by institutions is causing a divergence in performance
between the former high flying  technology  shares,  the former out of favor old
economy industrial type shares, and a rally in Treasury securities. Institutions
locking  in  performance  from  technology  shares and  rotating  assets to more
industrial  issues and  treasuries  has resulted over the  short-term in energy,
financials and transports  posting positive returns,  while the technology laden
NASDAQ falls. The volatility in the market is being caused by the nimble and the
timid rushing in and out of the technology sector. During the past several years
the largest returns have been obtained in technology. Many investors are seeking
to avoid being left behind  during the next  upside  phase of the sector,  while
avoiding  the  carnage of  collapsing  valuations,  by  shifting  back and forth
between  technology shares and industrial  shares.  The market has broadened and
the  declines  are  removing  some of the  market  excess,  which is a  positive
occurrence.

     During these  periods of market  distress we continue to focus on earnings,
the apparently  invisible  inflation and swelling cash  reserves.  Oil, gold and
lumber prices  indicate  falling  inflation and a potential cap to interest rate
increases.  Money  market  funds are  swelling  providing  ample  resources to a
continuation  of  multiple  expansion  in select  stocks when the  landscape  is
clearer  to more  market  participants.  We  continue  to manage  the  portfolio
according to the market climate by buying shares that are  inexpensive  relative
to their peers and historical

--------------------------------------------------------------------------------
              P.O. Box 5354 o Cincinnati, Ohio 45202 o 888.744.2337

<PAGE>

valuation  standards.  Growth oriented names in mostly value industries that are
currently out of favor provide attractive opportunities. We see opportunity in a
number of areas  along with the ones that the market  has been  selling  off the
past four  weeks.  Health care  issues and  insurance  are very cheap and we are
buyers. Oil drillers are trading as if oil were still at $15 a barrel and we are
buyers.

     As always,  quality firms will rise to the top following  this  correction;
some of the more  speculative  stocks might take much longer if ever to recover.
Those who are  overwhelmed  by the  emotion of the moment and sell with the herd
will be the true losers.  Refocusing on the fundamentals and ignoring  consensus
thinking  and the  noise  from the media  will be key  elements  of  performance
success. We are patient and still bullish.

     At Profit  Funds,  we are  committed  to helping you pursue your  financial
goals. 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 seeks long-term total return by  investmenting  primarily
in established,  larger capitalization companies (i.e. companies having a market
capitalization  exceeding  $1  billion)  that are  attractive  relative to their
peers.

     The U.S.  market has been rising at triple its historical  annual rate over
the past 4 years. Although we caution investors to temper expectations of future
market  return we believe the Fund is well  positioned to weather any changes in
the market environment.  We believe that although the Federal Reserve may change
interest  rate policy in the  short-term  we believe  that  interest  rates will
remain near the current  level over the longer term.  We remain  convinced  that
within the market  strength of the past three years the  significant  sector and
individual  security  corrections  should  cause one to not be overly  concerned
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, 2000 (UNAUDITED)
================================================================================
ASSETS
Investments in securities:
    At acquisition cost                                             $ 4,211,783
                                                                    ===========
    At value (Note 1)                                               $ 6,194,786
Receivable for securities sold                                           72,673
Receivable for capital shares sold                                       11,612
Dividends receivable                                                      6,771
Receivable from Adviser (Note 3)                                         46,432
Organization costs, net (Note 1)                                         37,623
Other assets                                                              7,778
                                                                    -----------
    TOTAL ASSETS                                                      6,377,675
                                                                    -----------
LIABILITIES
Payable to Administrator (Note 3)                                         4,000
Payable for securities purchased                                        136,560
Other accrued expenses and liabilities                                   15,886
                                                                    -----------
    TOTAL LIABILITIES                                                   156,446
                                                                    -----------

NET ASSETS                                                          $ 6,221,229
                                                                    ===========

NET ASSETS CONSIST OF:

Paid-in capital                                                     $ 4,126,592
Accumulated net investment loss                                         (17,738)
Accumulated net realized gains from security transactions               129,372
Net unrealized appreciation on investments                            1,983,003
                                                                    -----------
NET ASSETS                                                          $ 6,221,229
                                                                    ===========

Shares of beneficial interest outstanding (unlimited
    number of shares authorized, no par value)                          283,802
                                                                    ===========

Net asset value and redemption price per share (Note 1)             $     21.92
                                                                    ===========

Maximum offering price per share (Note 1)                           $     22.83
                                                                    ===========

See accompanying notes to financial statements.

<PAGE>

PROFIT VALUE FUND
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 2000 (UNAUDITED)
================================================================================
INVESTMENT INCOME
    Dividends                                                       $    30,470
                                                                    -----------
EXPENSES
    Investment advisory fees (Note 3)                                    31,029
    Professional fees                                                    15,672
    Accounting services fees (Note 3)                                    12,000
    Organization expense (Note 1)                                        11,830
    Postage and supplies                                                  8,558
    Insurance expense                                                     6,976
    Distribution expense (Note 3)                                         6,266
    Administration fees (Note 3)                                          6,000
    Transfer agent fees (Note 3)                                          6,000
    Trustees' fees and expenses                                           6,000
    Custodian fees                                                        5,856
    Registration fees                                                     4,804
    Reports to shareholders                                                 660
    Other expenses                                                          633
                                                                    -----------
         TOTAL EXPENSES                                                 122,284
    Fees waived and expenses reimbursed (Note 3)                        (74,076)
                                                                    -----------
         NET EXPENSES                                                    48,208
                                                                    -----------
NET INVESTMENT LOSS                                                     (17,738)
                                                                    -----------

REALIZED AND UNREALIZED GAINS ON INVESTMENTS
    Net realized gains from security transactions                       129,372
    Net change in unrealized appreciation/
    depreciation on investments                                       1,095,153
                                                                    -----------
NET REALIZED AND UNREALIZED
    GAINS ON INVESTMENTS                                              1,224,525
                                                                    -----------

NET INCREASE IN NET ASSETS FROM OPERATIONS                          $ 1,206,787
                                                                    ===========

See accompanying notes to financial statements.

<PAGE>

<TABLE>
<CAPTION>
PROFIT VALUE FUND
STATEMENTS OF CHANGES IN NET ASSETS
===================================================================================================
                                                                        Six Months         Year
                                                                           Ended           Ended
                                                                         March 31,     September 30,
                                                                           2000            1999
                                                                       (Unaudited)
---------------------------------------------------------------------------------------------------
<S>                                                                    <C>             <C>
FROM OPERATIONS
     Net investment loss                                               $    (17,738)   $    (26,255)
     Net realized gains from security transactions                          129,372         241,006
     Net change in unrealized appreciation/depreciation
        on investments                                                    1,095,153         620,078
                                                                       ------------    ------------
Net increase in net assets from operations                                1,206,787         834,829
                                                                       ------------    ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
     Distributions from net realized gains                                 (214,751)         (3,407)
                                                                       ------------    ------------
FROM CAPITAL SHARE TRANSACTIONS
     Proceeds from shares sold                                            1,771,079       1,512,964
     Net asset value of shares issued in
         reinvestment of distributions to shareholders                      214,736           3,397
     Payments for shares redeemed                                          (667,309)       (453,228)
                                                                       ------------    ------------
Net increase in net assets from capital share transactions                1,318,506       1,063,133
                                                                       ------------    ------------

TOTAL INCREASE IN NET ASSETS                                              2,310,542       1,894,555

NET ASSETS
     Beginning of period                                                  3,910,687       2,016,132
                                                                       ------------    ------------
     End of period                                                     $  6,221,229    $  3,910,687
                                                                       ============    ============
CAPITAL SHARE ACTIVITY
     Shares sold                                                             89,454          85,572
     Shares issued in reinvestment of distributions to shareholders          11,046             206
     Shares redeemed                                                        (33,770)        (27,917)
                                                                       ------------    ------------
         Net increase in shares outstanding                                  66,730          57,861
     Shares outstanding, beginning of period                                217,072         159,211
                                                                       ------------    ------------
     Shares outstanding, end of period                                      283,802         217,072
                                                                       ============    ============
</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
-------------------------------------------------------------------------------------------------------------------------
                                                                Six Months        Year             Year          Period
                                                                   Ended          Ended            Ended         Ended
                                                                 March 31,    September 30,    September 30, September 30,
                                                                   2000           1999             1998         1997 (a)
                                                               (Unaudited)
-------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>            <C>             <C>             <C>
Net asset value at beginning of period                          $    18.02     $    12.66      $    12.88      $    10.00
                                                                ----------     ----------      ----------      ----------
Income (loss) from investment operations:
   Net investment income (loss)                                      (0.06)         (0.12)          (0.02)           0.07
   Net realized and unrealized gains (losses) on investments          4.95           5.50           (0.06)           2.81
                                                                ----------     ----------      ----------      ----------
Total from investment operations                                      4.89           5.38           (0.08)           2.88
                                                                ----------     ----------      ----------      ----------
Less distributions:
   Dividends from net investment income                                 --             --           (0.09)             --
   Distributions from net realized gains                             (0.99)         (0.02)          (0.05)             --
                                                                ----------     ----------      ----------      ----------
Total distributions                                                  (0.99)         (0.02)          (0.14)             --
                                                                ----------     ----------      ----------      ----------

Net asset value at end of period                                $    21.92     $    18.02      $    12.66      $    12.88
                                                                ==========     ==========      ==========      ==========

Total return (b)                                                    27.83% (d)     42.52%          (0.57%)         28.80% (d)
                                                                ==========     ==========      ==========      ==========

Net assets at end of period (000's)                             $    6,221     $    3,911      $    2,016      $    2,010
                                                                ==========     ==========      ==========      ==========

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

Ratio of net investment income (loss) to average net assets         (0.72%)(e)     (0.82%)         (0.18%)          1.19% (e)

Portfolio turnover rate                                                21% (e)        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 4.94% (e),  6.87%,  8.36% and 18.57% (e)
     for the periods ended March 31, 2000,  September  30, 1999,  1998 and 1997,
     respectively (Note 3).

(d)  Not annualized.

(e)  Annualized.

See accompanying notes to financial statements.

<PAGE>

PROFIT VALUE FUND
PORTFOLIO OF INVESTMENTS
MARCH 31, 2000
(UNAUDITED)
================================================================================
                                                                       MARKET
COMMON STOCKS -- 95.9%                                    SHARES       VALUE
================================================================================
                                                                        ($)
AEROSPACE -- 2.0%
General Dynamics Corp.                                     2,500         124,375
                                                                    ------------
AUTOMOBILES -- 3.4%
DaimlerChrysler AG                                         1,000          65,438
Ford Motor Co.                                             3,200         147,000
                                                                    ------------
                                                                         212,438
                                                                    ------------
BASIC & SPECIALTY CHEMICALS -- 2.7%
Dow Chemical Co.                                             720          82,080
E.I. du Pont de Nemours & Co.                              1,584          83,754
                                                                    ------------
                                                                         165,834
                                                                    ------------
BEVERAGES -- 1.1%
PepsiCo, Inc.                                              2,000          69,125
                                                                    ------------
COMMERCIAL SERVICES -- 0.9%
Cendant Corp. *                                            3,000          55,500
                                                                    ------------
CONGLOMERATE -- 3.7%
Berkshire Hathaway, Inc. - Class A *                           4         228,800
                                                                    ------------
CONSUMER STAPLES -- 0.9%
Eastman Kodak Co.                                          1,000          54,312
                                                                    ------------
ELECTRIC UTILITIES -- 0.9%
Southern Co.                                               2,460          53,505
                                                                    ------------
ELECTRONIC MEASURING INSTRUMENTS -- 2.5%
Agilent Technologies, Inc. *                               1,500         156,000
                                                                    ------------
ENERGY & RESOURCES -- 4.0%
Conoco, Inc. - Class B                                     1,227          31,442
El Paso Energy Corp.                                       2,500         100,938
Exxon Mobil Corp.                                          1,460         113,606
                                                                    ------------
                                                                         245,986
                                                                    ------------

<PAGE>

PROFIT VALUE FUND
PORTFOLIO OF INVESTMENTS
MARCH 31, 2000
(UNAUDITED)
================================================================================
                                                                       MARKET
COMMON STOCKS --- 95.9%                                   SHARES       VALUE
================================================================================
                                                                        ($)
FINANCIAL & INSURANCE -- 12.0%
American General Corp.                                     1,375          77,172
Chase Manhattan Corp.                                      1,300         113,344
Citigroup, Inc.                                            1,500          88,969
Fannie Mae                                                 2,000         112,875
Legg Mason, Inc.                                           2,000          86,500
Marsh & McLennan Co's., Inc.                                 750          82,734
Merrill Lynch & Co., Inc.                                  1,000         105,000
T. Rowe Price Associates, Inc.                             2,000          79,000
                                                                    ------------
                                                                         745,594
                                                                    ------------
HEALTHCARE -- 8.8%
Amgen, Inc. *                                              2,800         171,850
Cardinal Health, Inc.                                      1,000          45,875
Elan Corp. plc *                                           4,000         190,000
Merck & Co., Inc.                                          1,400          86,975
Pfizer, Inc.                                               1,500          54,844
                                                                    ------------
                                                                         549,544
                                                                    ------------
HOTELS -- 1.4%
Host Marriott Corp.                                       10,000          88,750
                                                                    ------------
MEDICAL PRODUCTS -- 2.1%
Medtronic, Inc.                                            2,000         102,875
VISX, Inc. *                                               1,500          27,375
                                                                         130,250
                                                                    ------------
MULTI-MEDIA -- 2.3%
Walt Disney Co.                                            3,500         144,812
                                                                    ------------
OIL AND GAS DRILLING -- 1.6%
Global Marine, Inc. *                                      4,000         101,500
                                                                    ------------
RETAIL -- 8.3%
Home Depot, Inc.                                           1,000          64,500
Intimate Brands, Inc.                                      3,000         123,000
Limited, Inc.                                              1,500          63,188
NIKE, Inc. - Class B                                       1,000          39,625
Tricon Global Restaurants, Inc. *                          2,000          62,125
Wal-Mart Stores, Inc.                                      3,000         166,500
                                                                    ------------
                                                                         518,938
                                                                    ------------

<PAGE>

PROFIT VALUE FUND
PORTFOLIO OF INVESTMENTS
MARCH 31, 2000
(UNAUDITED)
================================================================================
                                                                       MARKET
COMMON STOCKS --- 95.9%                                   SHARES       VALUE
================================================================================
                                                                        ($)
TECHNOLOGY --- 27.2%
America Online, Inc. *                                     4,800         322,800
Cisco Systems, Inc. *                                      4,110         317,754
EMC Corp. *                                                3,000         375,000
Inktomi Corp. *                                              600         111,673
Intel Corp.                                                2,000         263,875
Sun Microsystems, Inc. *                                   2,000         187,406
Western Digital Corp. *                                   15,000         111,562
                                                                    ------------
                                                                       1,690,070
TELECOMMUNICATIONS --- 9.1%
AT&T Corp.                                                 2,912         163,800
Bell Atlantic Corp.                                        1,500          91,688
Covad Communications Group *                               1,500         108,750
MCI WorldCom, Inc. *                                       4,436         201,006
                                                                    ------------
                                                                         565,244
TRANSPORT SERVICES --- 1.0%
United Parcel Service, Inc. - Class B                      1,000          63,000
                                                                    ------------
TOTAL COMMON STOCKS --- (COST $3,980,574)                              5,963,577
                                                                    ------------

================================================================================
                                                                       MARKET
MONEY MARKETS  --- 3.7%                                   SHARES       VALUE
================================================================================
                                                                        ($)
Fidelity Institutional Cash Portfolio - Government       149,177         149,177
Fidelity Institutional Cash Portfolio - Class I           82,032          82,032
                                                                    ------------
TOTAL MONEY MARKETS --- (COST $231,209)                                  231,209
                                                                    ------------
TOTAL INVESTMENTS AT VALUE --- 99.6% (COST $4,211,783)                 6,194,786
                                                                    ------------
OTHER ASSETS IN EXCESS OF LIABILITIES --- 0.4%                            26,443
                                                                    ------------
NET ASSETS --- 100.0%                                                  6,221,229
                                                                    ============

* Non-income producing security.

See accompanying notes to financial statements.

<PAGE>

PROFIT VALUE FUND
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000 (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.

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 March 31, 2000,  unamortized  organization  costs of
$37,623 are scheduled to be amortized over a remaining 19 months.

<PAGE>

PROFIT VALUE FUND
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000 (UNAUDITED)
================================================================================
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, 2000, net unrealized  appreciation on investments was $1,983,003
for federal  income tax purposes,  of which  $2,228,539  related to  appreciated
securities  and $245,536  related to depreciated  securities  based on a federal
income tax cost basis of $4,211,783.

2.   INVESTMENT TRANSACTIONS

During the six months ended March 31, 2000,  cost of purchases and proceeds from
sales of portfolio securities,  other than short-term  investments,  amounted to
$1,609,335 and $495,480, 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  Integrated  Fund  Services,  Inc.  (IFS),  the
administrative  services agent,  shareholder  servicing and transfer agent,  and
accounting services agent for the Trust, or of IFS 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 six months ended March 31, 2000, the Adviser  voluntarily  waived its
investment advisory fees of $31,029 and reimbursed the Fund for $43,047 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
MARCH 31, 2000 (UNAUDITED)
================================================================================

ADMINISTRATION AGREEMENT
Under the terms of an  Administration  Agreement,  IFS  supplies  non-investment
related statistical and research data,  internal regulatory  compliance services
and executive  and  administrative  services for the Fund.  IFS  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,  IFS  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.

ACCOUNTING SERVICES AGREEMENT
Under the terms of an Accounting  Services  Agreement,  IFS calculates the daily
net asset value per share and maintains  the financial  books and records of the
Fund. For these services,  IFS receives a fee, based on current asset levels, of
$2,000  per month  from the  Fund.  In  addition,  the Fund  reimburses  IFS 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,  IFS  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,  IFS  receives a monthly fee at an annual rate of $17 per  shareholder
account from the Fund, subject to a $1,000 minimum monthly fee. In addition, the
Fund reimburses IFS 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 $22,704 from  underwriting  and brokerage
commissions  on the sale of shares of the Fund during the six months ended March
31, 2000.

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 $6,266  under the Plan during the six months
ended March 31, 2000.



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