PROFIT FUNDS INVESTMENT TRUST
N-30D, 2000-12-01
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================================================================================
                          PROFIT FUNDS INVESTMENT TRUST
                          -----------------------------

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

                                  ANNUAL REPORT
                               September 30, 2000

     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>

LETTER TO SHAREHOLDERS
November 15, 2000

Dear Profit Value Fund Shareholder:

     Happy  Birthday!  The Profit Value Fund turned four years old today and the
fourth  fiscal  year of the  Profit  Value  Fund was  terrific.  In a period  of
incredible volatility in the stock market, the Fund's strong performance in 1998
and 1999 continued this year with the Fund's 4.17%  increase  outperforming  the
S&P 500 Index's 5.87% decline and the Lipper Large Value Index's 0.37%  increase
year  to date  November  15,  2000.  We are  pleased  to  inform  you  that  the
performance of the Profit Value Fund during the past three years,  including the
twelve months covered by this report,  ranked as the 3rd best  performing  large
capitalization value fund of the 278 tracked 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.  We are  excited  about the  Fund's
performance and how it is helping to generate substantial interest in the Profit
Value Fund.

     For the fiscal year ended  September 30, 2000, the Profit Value Fund closed
at a net asset  value of $21.63 per  share.  The Fund's  total  return  over the
trailing 12 months of 26.14% reflects its outperformance compared to its S&P 500
Index benchmark's total return of 13.27%.

     The stock market and its participants are jittery.  There is much confusion
over the  inflation  outlook  and the full  impact of the  Federal  Open  Market
Committee's  six most recent  interest rate increases on corporate  profits.  We
applaud the Federal Open Market  Committee's  decision to leave rates  unchanged
since June. We believe that  corporate  profits are still strong;  however,  the
market  will  be  soft  until  fourth  quarter  earnings  pre-announcements  are
complete.  We expect the next  interest  rate policy  decision will be to reduce
rates early next year and believe  that the market is  positioned  on a stronger
foundation for future  advances.  Alan Greenspan has been successful in reducing
the "irrational exuberance" that had built up in the stock market.

     Investors may be too  pessimistic  currently.  Although  there is a risk of
recession in 2001, PE multiples are the lowest they have been in three years and
we are aggressive  buyers.  Assuming the Federal  Reserve Open Market  Committee
lowers rates in 2001, we expect the market as  represented  by the S&P 500 Index
to match profit  growth of 16%.  During  these  periods of market  distress,  we
continue to focus on earnings, moderating economic growth and productivity gains
expanding  profit  margins.  We continue to manage  portfolios  according to the
market climate by buying shares that are inexpensive relative to their peers and
historical  valuation  standards.  Companies  that  are able to show  unit  cost
increases  and high  productivity  will be the big winners in the next leg up of
the current bull market expansion.  Until the economy gives a clearer picture on
the conclusion of a soft landing,  we are paying special  attention and taking a
two prong approach,  positioning a portion of the Profit Value Fund's  portfolio
defensively while taking advantage of the fire sale prices for certain equities.

     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

<PAGE>

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 investment  primarily in
established,  larger  capitalization  companies (i.e.  companies having a market
capitalization  exceeding  $1  billion)  that are  attractive  relative to their
peers.

     The pause in the rapid  growth of the U.S.  market this year as compared to
the previous three years is a reminder that investors  should be diversified and
cautious in equity  investing.  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,


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
     12/31/99          20,947                     12/31/99           21,406
     03/31/00          21,428                     03/31/00           23,332
     06/30/00          20,858                     06/30/00           22,704
     09/30/00          20,656                     09/30/00           23,023

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

                          1 Year     Since Inception*
                          ------     ----------------
                          26.14%          26.14%
                         -----------------------------

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

<PAGE>

PROFIT VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2000
================================================================================
ASSETS
Investments in securities:
  At acquisition cost                                              $  4,581,283
                                                                   ============
  At value (Note 1)                                                $  6,454,339
Receivable for securities sold                                          577,345
Receivable for capital shares sold                                        4,707
Dividends receivable                                                      5,061
Receivable from Adviser (Note 3)                                          7,367
Organization costs, net (Note 1)                                         25,793
Other assets                                                              5,692
                                                                   ------------
    TOTAL ASSETS                                                      7,080,304
                                                                   ------------

LIABILITIES
Bank overdraft                                                           83,518
Payable to Administrator (Note 3)                                         4,000
Payable for securities purchased                                        260,670
Payable for capital shares purchased                                        692
Other accrued expenses and liabilities                                   13,738
                                                                   ------------
    TOTAL LIABILITIES                                                   362,618
                                                                   ------------

NET ASSETS                                                         $  6,717,686
                                                                   ============

NET ASSETS CONSIST OF:
Paid-in capital                                                    $  4,659,121
Accumulated net realized gains from security transactions               185,509
Net unrealized appreciation on investments                            1,873,056
                                                                   ------------
NET ASSETS                                                         $  6,717,686
                                                                   ============

Shares of beneficial interest outstanding (unlimited
  number of shares authorized, no par value)                            310,561
                                                                   ============

Net asset value and redemption price per share (Note 1)            $      21.63
                                                                   ============

Maximum offering price per share (Note 1)                          $      22.53
                                                                   ============

See accompanying notes to financial statements.

<PAGE>

PROFIT VALUE FUND
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2000
================================================================================
INVESTMENT INCOME
  Dividends                                                        $     64,394
                                                                   ------------

EXPENSES
  Investment advisory fees (Note 3)                                      70,815
  Professional fees                                                      27,308
  Accounting services fees (Note 3)                                      24,000
  Organization expense (Note 1)                                          23,660
  Postage and supplies                                                   11,583
  Insurance expense                                                      13,950
  Distribution expense (Note 3)                                           9,908
  Administration fees (Note 3)                                           12,000
  Transfer agent fees (Note 3)                                           12,000
  Trustees' fees and expenses                                            12,427
  Custodian fees                                                         11,462
  Registration fees                                                       9,152
  Reports to shareholders                                                   960
  Pricing expense                                                           867
  Other expenses                                                            172
                                                                   ------------
    TOTAL EXPENSES                                                      240,264
  Fees waived and expenses reimbursed (Note 3)                         (129,942)
                                                                   ------------
    NET EXPENSES                                                        110,322
                                                                   ------------

NET INVESTMENT LOSS                                                     (45,928)
                                                                   ------------

REALIZED AND UNREALIZED GAINS ON INVESTMENTS
  Net realized gains from security transactions                         185,509
  Net change in unrealized appreciation/
    depreciation on investments                                         985,206
                                                                   ------------

NET REALIZED AND UNREALIZED
  GAINS ON INVESTMENTS                                                1,170,715
                                                                   ------------

NET INCREASE IN NET ASSETS FROM OPERATIONS                         $  1,124,787
                                                                   ============

See accompanying notes to financial statements.

<PAGE>

<TABLE>
<CAPTION>
PROFIT VALUE FUND
STATEMENTS OF CHANGES IN NET ASSETS
=============================================================================================
                                                                     Year           Year
                                                                     Ended          Ended
                                                                 September 30,  September 30,
                                                                     2000           1999
---------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>
FROM OPERATIONS
  Net investment loss                                            $    (45,928)  $    (26,255)

  Net realized gains from security transactions                       185,509        241,006
  Net change in unrealized appreciation/depreciation
    on investments                                                    985,206        620,078
                                                                 ------------   ------------
Net increase in net assets from operations                          1,124,787        834,829
                                                                 ------------   ------------

FROM DISTRIBUTIONS TO SHAREHOLDERS
  Distributions from net realized gains                              (214,751)        (3,407)
                                                                 ------------   ------------

FROM CAPITAL SHARE TRANSACTIONS
  Proceeds from shares sold                                         2,687,184      1,512,964
  Net asset value of shares issued in
    reinvestment of distributions to shareholders                     214,736          3,397
  Payments for shares redeemed                                     (1,004,957)      (453,228)
                                                                 ------------   ------------
Net increase in net assets from capital share transactions          1,896,963      1,063,133
                                                                 ------------   ------------

TOTAL INCREASE IN NET ASSETS                                        2,806,999      1,894,555

NET ASSETS
  Beginning of year                                                 3,910,687      2,016,132
                                                                 ------------   ------------
  End of year                                                    $  6,717,686   $  3,910,687
                                                                 ============   ============

CAPITAL SHARE ACTIVITY
  Shares sold                                                         131,715         85,572
  Shares issued in reinvestment of distributions to shareholders       11,046            206
  Shares redeemed                                                     (49,272)       (27,917)
                                                                 ------------   ------------
    Net increase in shares outstanding                                 93,489         57,861
  Shares outstanding, beginning of year                               217,072        159,211
                                                                 ------------   ------------
  Shares outstanding, end of year                                     310,561        217,072
                                                                 ============   ============
</TABLE>

See accompanying notes to financial statements.

<PAGE>

<TABLE>
<CAPTION>
PROFIT VALUE FUND
FINANCIAL HIGHLIGHTS
=================================================================================================================
                                                                    Year        Year        Year       Period
                                                                    Ended       Ended       Ended       Ended
                                                                  Sept. 30,   Sept. 30,   Sept. 30,   Sept. 30,
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD:      2000        1999        1998       1997(a)
-----------------------------------------------------------------------------------------------------------------

<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)                                   (0.15)      (0.12)      (0.02)       0.07
      Net realized and unrealized gains (losses) on investments       4.75        5.50       (0.06)       2.81
                                                                  --------    --------    --------    --------
Total from investment operations                                      4.60        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                               $  21.63    $  18.02    $  12.66    $  12.88
                                                                  ========    ========    ========    ========

RATIOS AND SUPPLEMENTAL DATA:

   Total return (b)                                                 26.14%      42.52%      (0.57%)     28.80%(d)
                                                                  ========    ========    ========    ========

   Net assets at end of period (000's)                            $  6,718    $  3,911    $  2,016    $  2,010
                                                                  ========    ========    ========    ========

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

   Ratio of net investment income (loss) to average net assets      (0.81%)     (0.82%)     (0.18%)      1.19%(e)

   Portfolio turnover rate                                             47%         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/or expense reimbursements by the Adviser, the ratios
     of expenses to average net assets would have been 4.24%,  6.87%,  8.36% and
     18.57% (e) for the periods ended  September 30, 2000,  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
SEPTEMBER 30, 2000

                                                                        MARKET
COMMON STOCKS  ---  96.1%                                 SHARES         VALUE
                                                                          ($)

AEROSPACE --- 2.3%
General Dynamics Corp.                                     2,500         157,031

AUTOMOBILES --- 2.3%
Visteon Corporation *                                     10,418         157,572

BEVERAGES --- 1.4%
PepsiCo, Inc.                                              2,000          92,000

BUSINESS SERVICES --- 4.0%
Nasdaq-100 Shares *                                        3,000         266,062

COMMERCIAL SERVICES --- 1.9%
Cendant Corp. *                                           12,000         130,500

CONGLOMERATE --- 3.8%
Bershire Hathaway, Inc. - Class A *                            4         257,600

CONSUMER STAPLES --- 2.7%
Eastman Kodak Co.                                          1,000          40,875
Safeway, Inc. *                                            3,000         140,062
                                                                         180,937

ENERGY & RESOURCES --- 6.7%
Conoco, Inc. - Class B                                     6,227         167,740
El Paso Energy Corp.                                       2,500         154,062
Exxon Mobil Corp.                                          1,460         130,122
                                                                         451,924

FINANCIAL & INSURANCE --- 10.9%
American General Corp.                                     1,375         107,250
Citigroup, Inc.                                            2,000         108,125
Conseco, Inc.                                             20,000         152,500
Goldman Sachs Group, Inc.                                  1,000         113,938
Legg Mason, Inc.                                           2,000         116,250
Merrill Lynch & Co., Inc.                                  2,000         132,000
                                                                         730,063

<PAGE>

PROFIT VALUE FUND
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 2000

                                                                        MARKET
COMMON STOCKS  ---  96.1%                                 SHARES         VALUE
                                                                          ($)

HEALTHCARE --- 7.5%
Bristol-Myers Squibb Company                               2,000         114,250
Elan Corp. plc *                                           4,000         219,000
Merck & Co., Inc.                                          1,400         104,212
Pfizer, Inc.                                               1,500          67,406
                                                                         504,868

HOTELS --- 1.7%
Host Marriott Corp.                                       10,000         112,500

MANUFACTURING --- 1.9%
Tyco International, Ltd.                                   2,500         129,688

MULTI-MEDIA --- 2.2%
Univision Communications, Inc. - Class A *                 4,000         149,500

OIL AND GAS DRILLING --- 1.8%
Global Marine, Inc. *                                      4,000         123,500

PAPER MILLS --- 4.2%
Georgia-Pacific Group                                      5,000         117,500
Kimberly-Clark Corporation                                 3,000         167,438
                                                                         284,938

RETAIL --- 9.1%
Home Depot, Inc.                                           2,500         132,656
Intimate Brands, Inc.                                      6,000         112,125
Limited, Inc.                                              3,000          66,188
Tricon Global Restaurants, Inc. *                          5,000         153,125
Wal-Mart Stores, Inc.                                      3,000         144,375
                                                                         608,469

TECHNOLOGY --- 24.8%
America Online, Inc. *                                     4,800         258,000
Cisco Systems, Inc. *                                      4,110         227,078
EMC Corp. *                                                6,000         594,750
Intel Corp.                                                2,000          83,250
Microsoft Corp. *                                          3,000         180,750
Sun Microsystems, Inc. *                                   2,000         233,500
Western Digital Corp. *                                   15,000          88,125
                                                                       1,665,453

<PAGE>

PROFIT VALUE FUND
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 2000

                                                                        MARKET
COMMON STOCKS  ---  96.1%                                 SHARES         VALUE
                                                                          ($)

TELECOMMUNICATIONS --- 5.3%
AT&T Corp.                                                 2,912          85,540
Lucent Technologies, Inc.                                  4,000         122,250
WorldCom, Inc. *                                           4,436         134,744
                                                                         342,534

TRANSPORT SERVICES --- 1.6%
UAL Corp.                                                  2,600         109,200

TOTAL COMMON STOCKS --- (COST $4,581,283)                              6,454,339

TOTAL INVESTMENTS AT VALUE --- 96.1% (COST $4,581,283)                $6,454,339

OTHER ASSETS IN EXCESS OF LIABILITIES --- 3.9%                           263,347

NET ASSETS --- 100.0%                                                 $6,717,686

*    Non-income producing security.

See accompanying notes to financial statements.

<PAGE>

PROFIT VALUE FUND
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
--------------------------------------------------------------------------------

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, 2000, unamortized organization costs of
$25,793 are scheduled to be amortized over a remaining 13 months.

<PAGE>

PROFIT VALUE FUND
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
--------------------------------------------------------------------------------

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, 2000,  net  unrealized  appreciation  on  investments  was
$1,873,056  for federal  income tax  purposes,  of which  $2,123,130  related to
appreciated securities and $250,074 related to depreciated securities based on a
federal income tax cost basis of $4,581,283.

Reclassification  of  capital  accounts - As of  September  31,  2000,  the Fund
reclassified  $45,928 of accumulated net investment loss against paid-in capital
on the Statement of Assets and Liabilities.  The  reclassification,  a result of
permanent  differences  between  financial  statement  and income tax  reporting
requirements,  had no effect on the  Fund's  net  assets or net asset  value per
share.

2.   INVESTMENT TRANSACTIONS

During the year ended  September  30, 2000,  cost of purchases and proceeds from
sales of portfolio securities,  other than short-term  investments,  amounted to
$4,186,570 and $2,528,322, 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 year ended  September 30, 2000,  the Adviser  voluntarily  waived its
investment advisory fees of $70,815 and reimbursed the Fund for $59,127 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, 2000
--------------------------------------------------------------------------------

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 $33,411 from  underwriting  and brokerage
commissions  on the sale of shares of the Fund  during the year ended  September
30, 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 $9,908  under the Plan during the year ended
September 30, 2000.

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of
Profit Funds Investment Trust:

In our opinion, the accompanying statement of assets and liabilities,  including
the portfolio of  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 (the "Fund")
at September 30, 2000,  the results of its  operations  for the year then ended,
the changes in its net assets for each of the two years in the period then ended
and the financial  highlights for each of the periods  presented,  in conformity
with accounting  principles  generally accepted in the United States of America.
These financial  statements and financial  highlights  (hereafter referred to as
"financial  statements") are the  responsibility of the Fund's  management;  our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation  of securities at September  30, 2000, by  correspondence  with the
custodian and brokers, provide a reasonable basis for our opinion.


PricewaterhouseCoopers LLP
November 27, 2000



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