MASTERS SELECT INVESTMENT TRUST
N-30B-2, 1997-08-28
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                        The Masters' Select Equity Fund
                               Semiannual Report


                                 June 30, 1997

                       Litman/Gregory Fund Advisors, LLC
<PAGE>
                                 "It's hard to fault the
                                 design of this fund. The
                                 premise is sound, and
                                 you would have a tough
                                 time assembling a more
                                 talented lot of money
                                 managers for a lower
                                 minimum purchase."
                                 
                                 --From "Wall Street's Newest Hitmakers,"
                                   Morningstar.net, June 13, 1997
<PAGE>                           
Dear Fellow Shareholder:      

Since this is our first formal report to shareholders, it's my first opportunity
to  formally  thank  you for your  confidence.  We are  enthusiastic  about  the
potential for The Masters'  Select  Equity Fund.  The fund's  "favorite  stocks"
concept,  implemented  by a blue chip group of stock  pickers  and backed by our
combined  commitment to its success,  is the basis for our  optimism.

There  were  several  noteworthy  devel-opments  during  the first six months of
operations:

The Fund experienced  significant  asset growth. As of June 30, assets were $203
million.  Expenses declined  significantly from the start-up level of 1.75%. For
the first six months,  expenses were 1.47%  (annualized).  With  moderate  asset
growth over the rest of the year, we expect  expenses to average about 1.43% for
the full year.  Asset  growth was the primary  driver in reducing  expenses on a
per-share  basis. We expect expenses to decline  gradually,  assuming the Fund's
asset  base  continues  to grow.  In  addition,  we are  working  hard to reduce
expenses in other ways. We have been able to renegotiate  contracts with several
of the Fund's vendors, which should help reduce expenses in the future.

Your Fund benefited  from a huge amount of media coverage  during the first half
of the  year,  including  coverage  in  Barron's,  Money  magazine,  Kiplingers'
Personal  Finance,  Smart Money,  the Wall Street Journal,  New York Times,  Los
Angeles Times, CNBC, CNNfN and Morningstar Investor, among others. Morningstar's
Web site,  Morningstar.net,  also wrote  about  Masters'  Select  Equity.  Their
concluding  remarks:"It's  hard to fault the design of this fund. The premise is
sound,  and you would have a tough time  assembling a more talented lot of money
managers for a lower minimum purchase. Some potential shareholders will no doubt
want to see a complete  portfolio before investing,  but this supergroup appears
to have a promising future."

We will continue to do  everything we can to maintain and reward your trust.  As
overall manager,  Litman/Gregory  Fund Advisors plays the role of overseeing the
"Masters" and we have the ultimate  responsibility  for the  performance  of the
Fund.  Working  hard to further  reduce  expenses  is part of our  focus,  as is
ensuring that our "Master" stock pickers are given every opportunity to succeed.
In that regard, we believe that it is critically important to the future success
of this  fund to limit  assets  to a level  that  allows  the  managers  maximum
flexibility in picking  stocks.  Based on feedback from the managers,  we expect
Masters' Select Equity to close somewhere  between $500 million and $750 million
in assets.  Keeping the small-cap  stock  pickers'  assets at $50 million to $75
million  should  give them a great deal of  flexibility  to  execute  the Fund's
focused  strategy.  When  the  Fund  closes,  it will  remain  open to  existing
shareholders.  It is possible, however, that the Fund may temporarily close even
to existing  shareholders if cash inflows continue to be unusually strong. As of
this writing, assets are at $240 million.

As part of our  commitment to  shareholders,  we intend to publish  detailed and
informative   semiannual  and  annual   reports.   In  this  report  we  address
performance,  provide  information  on the  portfolio and offer insight into the
qualitative  side of assessing a stock  picker's  skill.  We also profile Shelby
Davis, one of the Masters' Select Equity Fund managers.

/s/ Ken Gregory, President
Ken Gregory, President
<PAGE>
Ticker symbol: MSEFX

We are now listed in the Wall Street Journal,  Los Angeles Times, USA Today, New
York Times, Chicago Tribune, San Francisco Chronicle and others.

Our listing reads MstrSeltEq. 
Shareholder information phone number:
1-800-960-0188

To access account  information 24 hours a day via touch-tone  telephone,  please
note the following:

Masters' Select Equity Fund number: 305

Account number: Second set of digits on your account statement

Your personal identification number:
Last four digits of Social Security or Taxpayer ID number

Contents

Fund Objective                                                                 3
- --------------------------------------------------------------------------------
Portfolio Fit                                                                  3
- --------------------------------------------------------------------------------
Performance                                                                    4
- --------------------------------------------------------------------------------
Portfolio Summary                                                              5
- --------------------------------------------------------------------------------
What Makes a Great Stock Picker?                                              12
- --------------------------------------------------------------------------------
Master Profile: Shelby Davis                                                  16
- --------------------------------------------------------------------------------
Statement of Assets and Liabilities                                           18
- --------------------------------------------------------------------------------
Statement of Operations                                                       19
- --------------------------------------------------------------------------------
Financial Highlights                                                          20
- --------------------------------------------------------------------------------
Statement of Changes in Net Assets                                            20
- --------------------------------------------------------------------------------
Notes to Financial Statements                                                 21
- --------------------------------------------------------------------------------

Address:                                          Overnight Delivery          
Regular Delivery                                  Masters' Select Equity Fund 
Masters' Select Equity Fund                       1004 Baltimore              
P.O. Box 419922                                   Kansas City, MO 64105       
Kansas City, MO 64141-6922                        
                                       2
<PAGE>
Fund Objective

Superior long-term  performance relative to the overall U.S. stock market is the
objective of the Masters' Select Equity Fund.  Naturally,  there is no guarantee
that the Fund  will  achieve  this  objective.  However,  we  believe  we have a
uniquely structured fund that makes sense on a number of different levels.

1    First,  your Fund benefits from the talents of six of the  industry's  most
     experienced and successful investors.

2    Second,  and of equal  importance,  each stock  picker runs a very  focused
     portfolio of not more than 15 of his favorite stocks.  We believe that most
     stock  pickers  have an  unusually  high  conviction  level in only a small
     number of stocks,  and that a portfolio  limited to these stocks  will,  on
     average, outperform over a market cycle.

3    Third, even though each manager's portfolio is focused, the overall fund is
     well  diversified  by  style,  industry  and  number of  stocks.  Given the
     diversification  across styles, we don't expect this fund to top the charts
     in any single period. We are shooting for superior  performance over a full
     market cycle,  counting on the Fund's structure and the managers' talent to
     get us there.

Portfolio Fit

As with all equity funds,  Masters'  Select Equity is appropriate  for investors
with a long-term  time  horizon who are willing to ride out  occasional  periods
when the Fund's net asset value declines.  Within that context,  we created this
fund to be used as a core  equity fund  holding.  Although  performance  in each
specific down market will vary, we purposely set the allocations to each manager
with the  objective  of keeping  risk about equal to that of the  overall  stock
market.  At the same time,  we wanted  enough  exposure to small caps and growth
stocks to attempt to deliver good performance in a bull market.  In the end, the
focus on the highest conviction stocks of six very  distinguished  managers with
superior  track  records is what we believe  makes the Fund an ideal core equity
fund holding.
<PAGE>
Performance

The  primary  objective  of each of your  Fund's  stock  pickers  is to  deliver
superior long-term  performance.  Short-term  performance is of less concern. We
believe that a disciplined,  patient approach to investing is a critical element
to achieving  long-term  success.  It's what allows our stock  pickers to act on
their convictions even in periods when market psychology may temporarily lead to
a disconnect between underlying company fundamentals and stock performance. This
long-term approach is particularly important given each manager's mandate to run
a concentrated  portfolio of his  highest-conviction  stocks. Though the overall
fund is diversified,  each stock picker's  portfolio is not. For each individual
manager,  we believe that this  concentration  will result in superior long-term
performance made up of shorter,  out-of-sync  periods of performance on both the
upside and downside. Patience drawn from a high level of conviction should allow
each stock picker to tough out temporary periods of underperformance. We believe
that  the Fund as a whole  will  deliver  smoother  performance  because  of its
overall diversification.

Though  six  months  of  operations  is not a long  enough  period  to draw  any
conclusions,  we are  generally  pleased  with the Fund's  performance.  This is
especially  true given the huge early cash  flows  into  Masters'  Select.  Your
Fund's managers had a difficult time keeping up with this early cash surge,  and
this resulted in a very heavy cash  weighting in the portfolio  during the first
few weeks of the year.  Because the stock market was strong  during this period,
the Fund's high cash holdings  hurt  performance.  (Cash  reserves have declined
since January and have remained  between 6% and 8% in recent  months.  We expect
cash to  stabilize  at less than 5% of assets.) In  addition,  the first half of
1997 was  characterized  by very strong  performance by large stocks and lagging
performance by the rest of the market. This is indicated in the following chart.

Performance   of   Market   Capitalization    Segments   (price   change   only,
1/1/97-6/30/97)

S&P 500 Index (weighted toward the largest companies)            19.5% 

S&P 400 MidCap Index                                             12.2% 

Russell 2000 Index  (small-cap  stocks)                           9.3% 

Masters' Select by virtue of its diversity had exposure in areas that lagged the
large-cap-driven  indexes.  Over the long  term,  we  expect  performance  to be
primarily a function of individual company fundamentals, not market size.

Performance of Masters' Select and Selected Benchmarks (1/1/97-6/30/97)

Masters' Select Equity Fund                                      15.3%

Lipper Growth Fund Index                                         15.4%

Lipper Small Cap Fund Index                                       6.0%

Wilshire 5000                                                    17.6%
                                       4
<PAGE>
Because  Masters'  Select Equity owns small-,  mid- and  large-caps,  as well as
growth and value stocks,  there is no perfect  performance  benchmark.  Over the
long term, our goal is to outperform  the U.S. stock market broadly  represented
by the Wilshire 5000 Index.  The Wilshire 5000 is weighted to big-cap stocks and
closely tracks the S&P 500. It also has some small company  exposure that is not
included in the S&P. In our assessment,  the Lipper Growth Index is probably the
best overall  mutual fund  benchmark  for the Fund. We show the Lipper Small Cap
Fund Index for a small-cap benchmark, since we have some small-cap exposure.

Portfolio Summary

Portfolio Composition (6/30/97)

                          Large-Caps               40%
                          Mid-Caps                 20%
                          Small-Caps               19%
                          Cash                      8%
                          Foreign                  12%
                          Other                     1%
             
As reflected below,  your Fund is well diversified in terms of industry exposure
and  market  capitalization  exposure.  Masters'  Select  holds  75  securities,
exclusive of cash equivalents.

Schedule of lnvestments as of June 30, 1997
<TABLE>
<CAPTION>
                                        Industry                        Shares Held  Market Value    Portfolio %
                             
Common Stocks (90.48%)
- -------------------------------------------------------------------------------------------------------------
Basic Materials
- -------------------------------------------------------------------------------------------------------------
<S>                                     <C>                               <C>         <C>              <C>
Carter Holt Harvey Limited              Forest Products                   1,000,000     2,587,942       1.26%
Mead Corporation                        Forest Products & Paper              36,500     2,272,125       1.11%
Reynolds Metal Co.                      Metals & Mining                      26,500     1,888,125       0.92%
- -------------------------------------------------------------------------------------------------------------
                                                                                      $ 6,748,192       3.29%
Business Services
- -------------------------------------------------------------------------------------------------------------
Manpower Inc.                           Personnel Services                   61,500     2,736,750       1.34%

Consumer Products & Distribution
- -------------------------------------------------------------------------------------------------------------
St. John Knits                          Apparel & Accessories                12,500       675,000       0.33%
TJX Companies, Inc.                     Apparel Retailer                     49,600     1,308,200       0.64%
Linens 'N Things, Inc.                  Bed & Bath Prods., Housewares        52,500     1,555,313       0.76%*
Masco Corporation                       Building Products                    41,500     1,732,625       0.85%
Triangle Pacific Corporation            Building Products                    30,000       952,500       0.46%*
Knoll, Inc.                             Business Furnishings                 75,000     1,781,250       0.87%*
Fuji Photo Film Co., Ltd. (ADR + Ord)   Film & Photo Supplies                60,000     2,430,000       1.19%
Dole Food Company, Inc.                 Food                                 63,500     2,714,625       1.32%
Quaker Oats Company                     Food                                 78,400     3,518,200       1.72%
Archer Daniels Midland Co.              Food Processing                      54,700     1,285,450       0.63%
Stage Stores, Inc.                      Specialty Retail                    127,500     3,326,952       1.62%*
Westpoint Stevens, Inc.                 Textiles, Bed & Bath Products        43,900     1,714,844       0.84%*
Phillip Morris Companies, Inc.          Tobacco, Food & Beverages            68,700     3,048,562       1.49%
Quaker Fabric                           Upholstery Fabric Mfg.               53,700       879,338       0.43%
- -------------------------------------------------------------------------------------------------------------
                                                                                      $26,922,859      13.15%
</TABLE>
                       *Non-income-producing securities.
                                   continued
<PAGE>
Schedule of lnvestments as of June 30, 1997
<TABLE>
<CAPTION>
                                   Industry                            Shares Held  Market Value  Portfolio %

Durable Goods
- -------------------------------------------------------------------------------------------------------------
<S>                                <C>                                   <C>       <C>             <C>
Coltec Industries, Inc.            Aerospace Components                   45,000       877,500      0.43%*
Buderus AG                         Boilers & Heating Systems               4,850     2,669,572      1.30%
Kuhlman Corporation                Electrical & Electronics               54,000     1,741,500      0.85%
Zero Corporation                   Electrical & Electronics              107,500     2,821,875      1.38%
- -------------------------------------------------------------------------------------------------------------
                                                                                   $ 8,110,447      3.96%
Energy
- -------------------------------------------------------------------------------------------------------------
Cabot Oil & Gas (Class A Shares)   North American Oil Exploration         83,000     1,462,875      0.71%
Harken Energy Corporation          North American Oil Exploration        225,000     1,575,000      0.77%*
Halliburton Co.                    Oil Equipment & Service                26,400     2,092,200      1.02%
Oceaneering International Inc.     Oil Equipment & Service                40,000       740,000      0.36%*
San Juan Basin Royalty Trust       Oil & Gas                             335,000     2,721,875      1.33%
- -------------------------------------------------------------------------------------------------------------
                                                                                   $ 8,591,950      4.19%

Financial
- -------------------------------------------------------------------------------------------------------------
Chase Manhattan Corporation        Banking                                36,300     3,523,369      1.72%
Citicorp                           Banking                                26,400     3,182,850      1.56%
Wells Fargo & Co.                  Banking                                11,200     3,018,400      1.47%
American Express                   Financial Services                     53,900     4,015,550      1.96%
Morgan Stanley Dean Witter
   Discover & Co.                  Financial Services/Brokerage           56,600     2,437,337      1.19%*
Washington Mutual Inc.             Savings & Loan Association             53,500     3,198,297      1.56%
- -------------------------------------------------------------------------------------------------------------
                                                                                   $19,375,803      9.46%
Health Care
- -------------------------------------------------------------------------------------------------------------
Gilead Sciences Inc.               Biomedic & Genetic                     44,000     1,218,250      0.60%*
Pfizer, Inc.                       Pharmaceuticals                        33,700     4,027,150      1.97%
- -------------------------------------------------------------------------------------------------------------
                                                                                   $ 5,245,400      2.57%
Hotels & Restaurants
- -------------------------------------------------------------------------------------------------------------
Hilton Hotels Corporation          Hotels                                 92,100     2,446,406      1.20%
McDonalds Corporation              Restaurants                            59,300     2,864,931      1.40%*
- -------------------------------------------------------------------------------------------------------------
                                                                                   $ 5,311,337      2.60%
Insurance
- -------------------------------------------------------------------------------------------------------------
General Reinsurance Corp.          Property & Casualty Reinsurance        16,500     3,003,000      1.47%*

Media & Publishing
- -------------------------------------------------------------------------------------------------------------
Edipresse S.A                      Media                                   9,250     2,185,788      1.07%
Independent Press
   Communications  Ltd.            Media                                 415,000     2,353,771      1.15%
GC Companies, lnc                  Motion Picture Theaters                49,500     2,264,625      1.11%*
Knight Ridder, Inc.                Publishing                            145,000     7,114,063      3.48%
McClatchy Newspapers
   (Class A Shares)                Publishing                             28,000       822,500      0.40%
- -------------------------------------------------------------------------------------------------------------
                                                                                   $14,740,747      7.21%
</TABLE>
                       *Non-income-producing securities.
                                       6
<PAGE>
Schedule of lnvestments as of June 30, 1997
<TABLE>
<CAPTION>
                                        Industry                                 Shares Held  Market Value    Portfolio %
Mulitple Industries
- --------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                      <C>          <C>              <C>  
Boeing Co.                              Aircraft, Defense & Electronics             61,400       3,258,038       1.59%
Philips Electronics, NV
   (New York Shares)                    Recording, Electronics & Electrical        105,000       7,546,875       3.69%
- --------------------------------------------------------------------------------------------------------------------------
                                                                                              $ 10,804,913       5.28%
Real Estate
- --------------------------------------------------------------------------------------------------------------------------
Catellus Development Corporation        Development & Property Mgmt.               375,000       6,796,875       3.32%*
CDL Hotels International Limited        Real Estate & Hotels                     6,150,000       2,500,549       1.22%
                                                                                              $  9,297,424       4.54%
Technology
- --------------------------------------------------------------------------------------------------------------------------
Compaq Computer Corporation             Computer Systems/Peripherals                28,700       2,848,475       1.39%*
Dell Computer Corporation               Computer Systems/Peripherals                20,300       2,383,347       1.16%*
Hewlett-Packard Co.                     Computer Systems/Peripherals               120,500       6,748,000       3.30%
IBM                                     Computer Systems/Peripherals                54,200       4,888,162       2.39%
Stratasys Inc.                          Computer Systems/Peripherals                40,000         642,500       0.31%*
Data General Corporation                Computers/Personal Workstations             60,000       1,560,000       0.76%*
Genrad Inc.                             Electronic Instrumentation                  52,500       1,187,813       0.58%*
Electro Scientific Industries, Inc.     Electronic Products                         30,000       1,255,313       0.61%*
Technitrol                              Electronics                                 50,000       1,368,750       0.67%
3Com Corporation                        Networking                                  21,200         953,338       0.47%*
Cisco Systems Inc.                      Networking                                  44,500       2,988,453       1.46%*
Texas Instruments Inc.                  Semiconductor Devices/Equipment             35,900       3,017,844       1.47%
Generale Cable Corporation              Semiconductors                              46,900       1,201,812       0.59%*
Intel Corporation                       Semiconductors                              22,500       3,185,859       1.56%
Platinum Technology Inc.                Software                                   131,500       1,758,813       0.86%*
Telxon Corporation                      Software                                    89,000       1,596,438       0.78%
JDA Software Group, Inc.                Software & Programming                      33,000       1,128,188       0.55%*
Symix Systems, Inc.                     Software & Programming                     145,000       1,631,250       0.80%*
- --------------------------------------------------------------------------------------------------------------------------
                                                                                              $ 40,344,355      19.71%
Telecommunications
- --------------------------------------------------------------------------------------------------------------------------
Dycom Industries, Inc.                  Service & Supplies                          40,000         550,000       0.27%*
ICG Communications Inc.                 Telecommunications Service                  85,000       1,630,937       0.80%*
Omnipoint Corp.                         Telecommunications Service                  80,000       1,327,500       0.65%*
Western Wireless (Class A Shares)       Telecommunications Service                  40,000         636,250       0.31%*
360 Degree
   Communications Company               Wireless Communications                    375,000       6,421,875       3.14%*
Airtouch Communications Inc.            Wireless Communications                     38,300       1,048,462       0.51%*
- --------------------------------------------------------------------------------------------------------------------------
                                                                                              $ 11,615,024       5.68%
Transportation
- --------------------------------------------------------------------------------------------------------------------------
Kansas City Southern Industries, Inc.   Distribution & Transportation              116,000       7,482,000       3.66%
Burlington Northern Santa Fe            Railroad                                    29,700       2,669,287       1.30%
Caliber Systems                         Trucking & Transportation                   30,000       1,117,500       0.55%
- --------------------------------------------------------------------------------------------------------------------------
                                                                                              $ 11,268,787       5.51%
Utilities
- --------------------------------------------------------------------------------------------------------------------------
Questar Corporation                     Natural-Gas Distribution                    26,500       1,069,937       0.52%
- --------------------------------------------------------------------------------------------------------------------------
Total Common Stocks                                                                           $185,186,925      90.48%
</TABLE>
                       *Non-income-producing securities.
                                   continued
<PAGE>
Schedule of lnvestments as of June 30, 1997
<TABLE>
<CAPTION>
                                        Industry                        Shares Held       Market Value   Portfolio %
Convertible Bonds (1.10%)
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>            <C>             <C>    
Scandinavian Broadcasting System S.A.
   (7.25% due 8/1/05)                   Media                           2,250,000         2,261,250      1.10%

Short-term Investments (7.66%)
- --------------------------------------------------------------------------------------------------------------------------
Federal Home Loan Bank @ 5.37%, 7/3/97                                                      179,946      0.09%
- --------------------------------------------------------------------------------------------------------------------------
Federal Home Loan Bank @ 5.47%, 7/3/97                                                      334,898      0.16%
- --------------------------------------------------------------------------------------------------------------------------
State Street Repo @ 5.25%, 7/1/97                                                        15,169,000      7.41%
- --------------------------------------------------------------------------------------------------------------------------
Total Short-term Investments                                                            $15,683,844      7.66%

- --------------------------------------------------------------------------------------------------------------------------
Cash and Other Assets (net of liabilities)                                               $1,544,631      0.76%
- --------------------------------------------------------------------------------------------------------------------------
Total Net Assets                                                                       $204,676,650    100.00%
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
                       *Non-income-producing securities.
                                       8
<PAGE>
Following,  each of the  Masters'  investment  managers  profiles  one of  their
portfolio holdings in your Fund.

CDL Hotels, Jean-Marie Eveillard

CDL  Hotels is a chain of  hotels  in Asia,  Australia,  Europe  and the  United
States. It used to be a small division of City  Developments  Ltd., a major real
estate group in Singapore,  until it was listed on the Hong Kong Stock  Exchange
in 1989. City Developments Ltd. still has majority control of CDL Hotels.

Five years ago,  at a time when  prices for  hotels  were  depressed,  CDL began
making  acquisitions  in Asia,  New  Zealand and  London.  Additional  purchases
followed in 1994,  and CDL acquired  control of the Plaza Hotel in New York City
in 1995. Today, with more than 60 hotels (mostly of the four-star variety),  CDL
is one of the  largest  worldwide  chains.  With  the  Millennium  brand,  it is
beginning to develop a global identity. As the Pacific Rim continues to prosper,
more Asians (both businessmen and tourists) will travel throughout Asia, as well
as to cosmopolitan cities such as New York and London.

The company is  profitable,  with a net margin close to 10%. Last year about 47%
of  profits  came from  Asia,  45% from  Europe  and North  America  and 8% from
Australia.

At present the stock is selling at about a 40% discount to the current  value of
the  hotels.  While  hotel  values are high in Hong Kong (the  company  has only
modest  exposure  there)  and have  moved off the bottom in London and New York,
they are still depressed in some Asian countries,  as well as in New Zealand and
Australia.  So why is the  stock  apparently  so  cheap?  First,  hotels  are in
temporary  oversupply in some Asian countries.  Second,  the chain has not fully
developed a global identity.  Third, the market  capitalization is not large, at
less than $800 million.  Fourth, the stock is listed in Hong Kong, where CDL has
only two hotels.

In short,  opportunistic management has shrewdly acquired well-located hotels at
the bottom of the cycle.  The chain is well run,  and its new  Millennium  brand
will help. Most  important,  at least to value  investors,  the stock sells at a
large  discount to current  value,  which seems to have room to grow in the next
few years. It looks like a genuine one dollar for sixty cents.

IBM, Shelby M. C. Davis

IBM is attractive to us because it is in the midst of a massive  turnaround  and
has a  chance  to  become a  growth  company  again.  Finances  are rock  solid,
management  is  actively  repurchasing  stock and the focus for the future is to
grow in most  segments of the computer  industry by  providing  solutions to the
customer.  Valuation is attractive  at around 12 times 1998 earnings  estimates.
This is a huge  discount  from the  market  (which is selling at around 18 times
earnings) and reflects the long memories  investors  have of IBM's dismal record
over the past 10 years.  In this case,  we do not believe the past is  prologue.
Rather,  IBM has made a new beginning,  which,  when combined with the fact that
the digital and information age is accelerating, should provide the backdrop for
favorable earnings progress in the new millennium.  If our reasoning is correct,
and the company  executes  as  forecast,  investors  should be treated to both a
rising earnings base and a rising  valuation of the  earnings--a  potent mixture
for wealth building.

Linens `N Things, Foster Friess

Linens  `N Things  (LIN),  a recent  spin-off  from CVS  Corporation,  is a NYSE
company  that is a super  place  to buy your  sheets,  towels,  plates,  picture
frames,   etc.  Linens
<PAGE>
operates  132  specialty  superstores  and 33 smaller  traditional  stores.  The
superstores  average  33,000 square feet,  and the smaller stores average 10,000
square feet.

From 1991 to 1997, the company's gross square footage has more than tripled from
1.2 million to 4.7 million.  LIN expects to open approximately 25 stores in 1997
and 30 in 1998. It also could do  opportunistic  acquisitions  of competitors or
sites.  

The superstores carry 25,000 SKUs (each SKU represents a separate product).  The
merchandise is composed of high-quality brand-name bedding,  towels, pillows and
the like ("Linens") and housewares and home accessories ("Things").  Some of the
brands carried include Laura Ashley,  Cannon, Martex, Royal Velvet, Braun, Krups
and Henckels.  The company's own private labels are growing  nicely,  accounting
for  approximately  10% of company  sales in 1996,  and  continue  to be an ever
larger source of revenues.

LIN has a very strong  balance  sheet and is almost  debt-free.  The company has
surprised  the  street  with  positive  earnings  surprises  in  each of the two
quarters  reported  since being spun out of CVS back in late 1996.  The surprise
has been  driven by a mix shift,  more  "things"  with  higher  margins and also
higher  same-store  sales than expected.  The "things" mix has grown from 10% of
sales in 1991 to 35% in 1996,  and we  expect  it will  continue  to grow  going
forward. This is the key fundamental development in the company's prospects that
Wall Street has  underestimated  and is also what  served as a catalyst  for our
recognition of the opportunity in the stock.

Sales for Linens `N Things  are  expected  to exceed $1  billion in 1998,  which
compares  with  just  shy of  $700  million  in  1996.  That is an  increase  of
approximately 45% in just two years. Over that same two-year period, Wall Street
estimates  that  earnings  per share will grow 82%. In its most recent  quarter,
LIN's sales soared 30%.

We are excited  about the fact that we can  participate  in this  company's  25%
growth  pace,  which  we were  able to  purchase  for less  than 14  times  1998
estimates,  and which still possesses a P/E of less than 20. This  participation
in the appreciation of the stock as Wall Street comes to fully grasp the dynamic
success of the company is exactly what we strive for!

Telxon, Dick Weiss

Telxon  manufactures and integrates  wireless and mobile transaction systems for
retail,  distribution,  transportation  and  manufacturing  customers.  Telxon's
subsidiary Aeronet is the largest  manufacturer of spread spectrum  transmitters
and receivers for wireless local area networks. These networks are becoming more
prevalent in many  industries as  corporations  place more emphasis on inventory
management and customer tracking.

Under  the   leadership  of  new  CEO  Frank  Brick,   Telxon  has  undergone  a
restructuring to cut costs and standardize its products.  These moves are paying
off, as the number of products  has been  reduced from over 350 to less than 100
and  overhead has been cut by $30 million.  Additional  consolidation  will save
another $10 million going forward. More important, revenues should accelerate in
the second half of this year as new "thin client"  products  utilizing Java come
to market.  Backlog continues to increase, and new products could grow to 30% of
sales in the year ending March 1999.

Our target  price is $25,  based on a  conservative  discount  to the  company's
estimated private market value. The Aeronet  subsidiary alone is worth more than
$8 per share,  and Telxon's  earning  power  should  exceed $1.25 by March 1999.
(initial purchase in Masters' Fund at 13 5/8)
                                       10
<PAGE>
3COM Corporation, Spiros Segalas

3Com is one of the top two  suppliers  of data  communications  products,  which
include both wide and local area network systems. With its recent acquisition of
US Robotics,  3Com has extended and solidified its reach into the network,  from
the edge to the network's  core.  Worldwide  sales,  on a combined  basis,  were
roughly $5.6 billion for FY 97 (ended in May) and are  estimated to reach around
$7.5  billion in FY 1997  (combined  historical  results with  detailed  revenue
breakdowns will be released in late July). Earnings per share (EPS) were roughly
$1.85 and are estimated at $2.50 for FY 1997 and FY 1998, respectively. Calendar
1998 EPS are estimated at $3.00. There is potential for upside surprises,  given
that margins are at the lower end of the  company's  targeted  range and several
new product cycles have begun.  Several of the  underlying  markets in which the
company  operates are growing in the 30% to 50% range,  with the remainder  tied
somewhat to PC unit  growth.  The total  company is likely to grow in a range of
25% to 45% over the next three years.

3Com's traditional  approach of "plug and play" when addressing its markets with
easy-to-use  products  extends  into its  current  end-to-end  systems  solution
approach to the evolving integrated data/voice/video  communications market. The
company's philosophy of putting intelligence in the end points of the network is
unique  to 3Com and  differentiates  it from  competitors.  This is likely to be
beneficial when penetrating the  fast-growing  SOHO (small  office/home  office)
market and can lead to  opportunities  in the  carrier/network  service provider
market.  The company's  strong presence in the distribution and retail channels,
combined with its growing  strength in the direct channel,  positions it to be a
formidable competitor going forward. 3Com should do well in this industry, where
it has moved into a  consolidation  mode and where size,  breadth of product and
relationships with key telephone equipment vendors will be paramount.

360 Degrees, Mason Hawkins

360 Degrees (XO) is a cellular phone company,  the old Centel Cellular which was
bought and subsequently spun off by Sprint. By objective industry  measures,  XO
has  one  of the  best  management  teams  in the  industry.  Our  $36-per-share
appraised value of XO is based on 10 times operating cash flow, a multiple below
several recent industry  transactions and justified by our own assumptions about
industry  growth.  The main market fear about XO concerns  the entry of Personal
Communication  Services (PCS) into the wireless market.  We believe this fear to
be  overblown.  Half of XO's  markets are too rural to be built out,  and in the
other half we believe the entire wireless  market will be stimulated  enough for
both types of competitors to prosper.  The U.K. and  Washington,  D.C., are good
examples of markets where PCS results have been excellent; at the same time, the
existing  cellular  providers are not only surviving but have  performed  better
than in many markets where PCS hasn't yet arrived.  There is not a "better mouse
trap" risk, i.e., digital vs. analog.  Although cellular today is analog, within
a few  years  both  cellular  and PCS  will be  digital,  and  there  will be no
difference  apparent  to the  consumer.  The  real  risk  is in  having  a third
competitor  in an industry  that until now has been a  legislated  duopoly.  But
recent reported  numbers and the economics of running a network suggest that PCS
will  require  higher  revenues  per customer and will compete for the high end,
rather than wreck overall industry pricing.  The entire wireless industry should
expand rapidly enough to provide plenty of room for cellular and PCS.
<PAGE>
What Makes a Great Stock Picker?

First and foremost, the Masters' Select Equity Fund is about pure stock picking:
six world-class stock pickers,  running  portfolios  focused on a small group of
their favorite ideas.  As the advisor to Masters'  Select,  Litman/Gregory  Fund
Advisors  draws on the  expertise  of our  sister  companies,  Litman/Gregory  &
Company, LLC, an investment management firm, and L/G Research,  the publisher of
the No-Load Fund Analyst, a research-intensive  investment  newsletter.  In both
companies  we expend a great deal of energy on the study of stock  pickers.  For
more than 10  years,  we've  been  intensively  studying  stock  pickers  from a
quantitative  and  qualitative  perspective.  Over that time we've  formed  some
strong  opinions  about what makes a good stock picker.  Because these  opinions
played a big role in the  selection  of the  "Masters,"  we thought you might be
interested in an article that was  published in the No-Load Fund  Analyst,  long
before we had the idea for Masters'  Select.  The  following is a condensed  and
edited version.

What It Takes to Be a Guru

Excerpted from the No-Load Fund Analyst, June 1995

For mutual fund investors,  the search for the next Peter Lynch is eternal;  and
what  seems like a  never-ending  stream of  articles  in the  personal  finance
magazines  fuels this obsession  with  superstar fund managers.  Despite all the
coverage,  not much  attention is paid to what's behind the greatness or what it
takes for a stock  picker to  perpetuate  top  performance  over the long  term.
Because this is  something we think about a lot,  we'd like to share some of our
insights.

Our  approach  to  evaluating  fund  managers  melds the  quantitative  with the
qualitative.  The numbers  fascinate  us. We want to know how a manager has done
relative  to his  or  her  peers  in  different  market  environments,  and  how
consistent  the  performance  has been.  We also want to know what's  behind the
numbers.  Did the manager make big sector bets or choose a few great stocks? But
while we closely  examine the record of each fund we recommend,  we are obsessed
with more than the numbers.  We apply a  qualitative  overlay that we believe is
also  critically  important.  Over the  years our many  conversations  with fund
managers have given us insights  into the common traits of great stock  pickers.
This article outlines these traits.
                                       12
<PAGE>
Common Traits Among Gurus

What do great stock pickers have in common? We apply three general criteria:

1    We look for great long-term record relative to style peers. The proof is in
     the  pudding,  so the numbers  have to be there.  A long record  raises our
     conviction level that these managers really are superstars.

2    Exhibiting traits that our experience has taught us make great investors is
     also critical.  The traits we've keyed in on are based on years of insights
     gleaned from talking to many top managers.

3    Finally,  we are focusing only on managers,  we believe can maintain  their
     guru status.  That means we must have a high level of confidence  that they
     will remain focused.

What Makes a Great Stock Picker?

Stock pickers we have  identified as "gurus" are extremely  bright and work very
hard. But there's more.  Despite huge differences among the great stock pickers,
including different investment disciplines,  there are common elements that keep
popping  up.  These  can be split  into  personal  characteristics,  which  many
standouts  in other  fields  including  business  and the arts also  share,  and
learned investment principles that govern their investment decisions.

Personal Characteristics

Passion:  All the greats love what they do. When  discussing  their life's work,
they say things like "It's been a journey" and  "Investing is in my blood." They
clearly find the work  fascinating.  Most are observers of the world,  who glean
investment  insights  from their  fascination  with life.  We believe  that this
passion is critically  important,  because the investment business is incredibly
demanding.  Such a highly  competitive  and  information-intensive  endeavor can
easily lead to burnout. And the huge wealth accumulated by successful investment
managers means great managers have to love their work to maintain the high level
of motivation  after their financial  independence is assured (as it no doubt is
for all our gurus).

Energy  Level:  Hand-in-hand  with passion,  is a high energy  level.  This goes
beyond just work ethic (although that's important too) to effectiveness. In this
very  dynamic  business,  a high energy level is critical to figuring out what's
important,  dealing  with the  unexpected,  handling a  multitude  of issues and
ultimately maintaining productivity.

Obsessiveness:  Casual  knowledge is never  enough for the great stock  pickers.
This seems to be a universal trait. There is an obsessiveness  about getting all
the information that might lead to better  decisions.  Foster Friess talks about
being  an  investment  detective:  His  team  scours  every  item on the  income
statement in a quest to understand exactly what determines the earnings for each
company.  Mason  Hawkins is relentless  in his quest to know  management.  Chris
Davis (Shelby Davis's son and now Selected  American Shares manager) talks about
his dad  sneaking in company  visits when he was supposed to be dropping him off
at
<PAGE>
boarding school. In a business where lots of smart people are analyzing the same
information, a relentless effort to get the best information possible can make a
big difference.

Inner  Strength:  There are no wimps in this crowd.  All the great stock pickers
have great  confidence in  themselves.  This allows them to stand apart from the
crowd when their analysis says they should.  They don't second-guess  themselves
when there is no fundamental  reason to.  Confidence  allows them to act without
being unduly  influenced  by a fear of being wrong,  and it helps them  maintain
perspective in bear markets.  Exceptional  inner strength is a precondition  for
success in this business.

Independent Thinking: All the greats are also fiercely independent. They make up
their own minds,  and it's  difficult to shake them.  There is no group-think or
index  mentality  in the  bunch.  It is  interesting  that  most in  this  group
developed their investment  approaches early in their careers and pretty much on
their own. Thus their  independence  has driven both their  specific  investment
decisions as well as the development of their investment processes.  The ability
to think differently,  along with the inner strength to have convictions and act
on them,  is what  allows the greats to channel  their  obsession,  passion  and
energy.

Skepticism:  The great stock  pickers  tend to be  skeptics.  Shelby Davis talks
about  separating  the bluffers from the doers.  These guys take nothing at face
value.  Their obsessive  nature drives them to get the information  they need to
get past their skepticism and base decisions on conviction.

Self-Knowledge:  These  managers  all know  themselves.  They  manage  their own
careers  to enable  themselves  to focus on what they like to do and avoid  what
they don't.  This is probably one reason they aren't burned out. It may not be a
coincidence  that most have almost total  control over their work  environments.
Dick Weiss's group has total autonomy within Strong. This gives them the control
they need to do what they want.  Shelby  Davis knows he's a loner and  "probably
not a great team  player." So although he has  incorporated  analysts'  research
into his approach,  he's pretty much worked on his own over the years. In recent
years, his sons have become very involved after working elsewhere.

Ability to Learn from  Mistakes:  Although  the gurus are  generally  a stubborn
bunch,  they do learn from their  mistakes.  While they hate mistakes,  they are
secure enough to put success, which demands continuous learning, above their own
egos.  They don't wallow in failure.  If they make  mistakes,  they accept them,
learn from them and move on.

Gut-Level  Optimism:  With all the great stock  pickers,  there is an underlying
optimism  that the  world  is not  going to end and  that  their  approach  will
continue to work.  Although this is not rare in the investment  business,  it is
worth noting that few successful  stock pickers got that way by heeding doomsday
scenarios  of serious  bear  markets.  It's worth  noting,  however,  the gurus'
attention to downside risk, which we discuss later in this article.

Drive to Win: All the greats are very competitive and have an incredibly  strong
drive to win--to be the best. When asked about their goals,  performance  almost
always comes up first.

Rules to Invest By

Focus on the Knowable:  The greats don't  speculate on what might  happen.  They
don't waste time trying to figure out  investor  behavior.  None uses  technical
analysis in his approach.  These investors have learned to focus  intensively on
analyzing what is knowable. Part of this
                                       14
<PAGE>
analysis is getting to know company management extremely well. They tend to view
the managers of the companies they invest in as partners,  and, naturally, it is
essential to know a partner well.  Because their  analysis is not built on hope,
it is easier for them to have the conviction to take sizable positions and stick
with them even when they may not be doing well.

Think Long-term:  None of the greats gets caught up in short-term thinking. They
refuse to evaluate their  performance  over the short term.  Even Foster Friess,
who  invests  in a much  faster-moving  arena  than  the  other  managers  we've
identified,  emphasizes  businesses  with  strong  enough  internal  dynamics to
overwhelm  macroeconomic  factors.  At the  extreme,  Shelby  Davis  talks about
generational investing,  which includes an assessment of the long-term viability
of a franchise.

Be Very  Cognizant  of Downside  Risk:  All the gurus are keenly  aware of risk.
Mason  Hawkins,  Dick Weiss and  Jean-Marie  Eveillard  have their own valuation
methodologies  and will buy only stocks that are  selling at huge  discounts  to
their  assessment  of value.  Shelby Davis focuses on the people and the balance
sheet--he  wants to know  that his boat can  survive  a  hurricane.  Though  Sig
Segalas  seeks  good  long-  and  short-term  performance,  he only  invests  in
companies he's  comfortable  holding for the long term. Even Foster Friess,  who
invests in a much more volatile  universe,  is very  cognizant of risk and stays
away from fad stocks.  His team invests only when they think they understand the
company better than the market does. These guys don't guess.

Stick to Their  Knitting:  All the  great  managers  know  their  strengths  and
weaknesses.  Each has complete faith in his process and doesn't deviate from it,
though the process itself is generally  flexible  enough to adjust on the margin
to changing  opportunities.  Still,  one reason these guys haven't made too many
mistakes is that they stick to what they know.

Final Thoughts

Picking great funds requires more than looking for the best records. The numbers
tell us about the past. And, sometimes but not always,  tearing the record apart
helps us answer the question Was it luck or talent?  But in the end, the numbers
alone can't tell us for sure how much luck was involved in building the record.

To really raise our conviction level about future performance,  we've got to get
a sense for whether the manager has what it takes to be great.  In our  opinion,
the most important  characteristics  are passion for the business,  intellectual
independence and  obsessiveness.  All the greats have these traits,  and we look
for them in  managers.  Of course,  just because we are looking for them doesn't
mean they are easy to identify.  It usually takes a number of interviews  with a
manager to start to build our conviction level in our qualitative assessment.

It is also critically  important to future success for managers to stay focused.
A number of great  stock  pickers'  records  have  deteriorated  as they  became
distracted  by  the  operating  demands  of a  growing  business.  In  order  to
perpetuate greatness, managers have to keep their eye on the ball.
<PAGE>
Master Profile:

Shelby Davis

Following is a profile of one of the "Master"  managers  that run your Fund.  We
will  profile a manager in each  future  report to  shareholders,  until all the
"Masters"  have been  profiled.  Going through the group  alphabetically,  we'll
start with Shelby Davis.  The following  was also  excerpted  from the June 1995
No-Load Fund Analyst.

SHELBY DAVIS has investing in his blood. He got an early start,  working summers
for his  father,  who had  started  his own  investment  firm  after  being  the
insurance  commissioner  for the State of New York.  He went on field trips with
his dad and had visited  almost all the big insurance  companies  before he ever
graduated  from college.  When he graduated  from  Princeton in 1958, he went to
work for the Bank of New York as a research  analyst.  There he got "good  basic
blocking and tackling  training." At the time,  the bank was writing  full-scale
reports on industries and selling them to trust  departments all over the United
States.  In five years Davis was head of research after rotating around a number
of industries.

Early on, Davis began to disdain short-term  thinking and the focus on quarterly
earnings estimates. Davis's investment philosophy, like that of many others, was
influenced  by Ben  Graham.  But his father  also taught him to have a three- to
five-year  outlook,  to avoid trading and to talk to CEOs about  earning  power,
strategic  plans,  and hopes and dreams  three years down the road.  His dad had
told him the most important  thing was to be able to "separate the bluffers from
the doers." Between 1958 and 1969, everything was roses: "We all thought we were
geniuses." In 1969 his fund,  New York Venture (a load fund he still is involved
with,  though  his son Chris was  recently  named  portfolio  manager),  was the
top-performing fund.

But that changed in 1970,  when the fund was much closer to the bottom.  For the
next four years,  the fund bounced  around and  essentially  made no money.  The
1973-74 bear market  proved that stocks could go down--way  down--and  stay down
for a long time. During this bear market, Davis went to see Ben Graham, who told
him that there were a lot of  bargains  and that cycles come and go. This period
turned out to be the greatest  buying  opportunity in a lifetime.  Davis said he
did not do as well as he should have, 
                                       16
<PAGE>
however,  because at the time he was just looking for cheap stocks and he didn't
understand  franchise value,  pricing control,  balance sheets, use of cash flow
and the importance of  shareholder-oriented  management.  But during these rough
years,  he began to learn that all  earnings  were not the same and all  "cheap"
stocks weren't really so cheap. Davis eventually became what he calls a "counter
puncher"--playing  off short-term  earnings  trends and looking for  temporarily
depressed or out-of-favor companies and industries.

Over the years Davis has learned two  critical  lessons:  Pay  attention  to the
balance  sheet as well as the  income  statement,  and know the  management.  If
something  starts to go wrong,  he says, "You want to know the people." He views
himself as a part owner not an investor.  It's the people who make up a company,
and bad people can ruin a good company.

Davis's  emphasis  on  value-priced  growth,  high-quality  franchises,   common
senseand a disdain for fads makes his portfolio  like a boat built to travel the
entire breadth of the ocean through all kinds of weather.  Strong balance sheets
and good  management are the  weatherproofing  that let Davis sleep at night. He
also  refuses to buy  obsolescence.  He is not  interested  in  "coffee  stores,
discount  chains,  jewelry stores or one-product  technology  companies." On the
other hand, he likes financial stocks because money never gets old.

Though he is an investment maniac, obsessive about his work, Davis has not tried
to master the universe,  but has concentrated on what he knows well,  stubbornly
sticking to his discipline. He likens investing to painting and says he is not a
Picasso,  turning out lots of paintings very fast, but a long-term  investor who
sticks  with  slower  yet  sustainable  growth  companies  that  are  easier  to
understand.

Davis's  love  for what he does has been  passed  on to the next  generation  of
Davises.  When his three kids were in  college,  he would pay them $100 for each
company  report they would write up after  going to a company  meeting.  His two
sons,  Chris and Andrew,  now work with him.  Both worked at other places before
joining their dad, but are now full-blown portfolio managers and critical to the
family business.

Very few managers have consistently and significantly  outperformed the S&P 500,
but Davis has.  Behind his record is a continued  love for the  business  and an
inner drive to succeed  without  conforming to the crowd. He also has an uncanny
ability to spot long-term trends and generational  changes that he combines with
his keen sense of history to build a very  successful  thematic  portfolio.  His
conviction to stay the course has also been critical to his success. Finally, he
also  believes  what his dad told him:  "Work hard and good things will happen."
With his  passion  for the  business  intact,  and over 35 years of  experience,
Shelby Davis is a rare combination of energy and wisdom.
<PAGE>
Statement of Assets and Liabilities--June 30, 1997 (Unaudited)

Assets
- --------------------------------------------------------------------------------
Investments in securities at market value (cost of $181,038,204)    $203,132,019
Cash                                                                       5,179
Receivables:
         Fund shares sold                                                313,752
         Income receivable                                               293,140
         Investment securities sold                                    1,699,839
Deferred organizational costs                                            102,953
Prepaid registration expense                                              33,207
- --------------------------------------------------------------------------------
                  Total assets                                      $205,580,089

Liabilities
- --------------------------------------------------------------------------------
Payables:
          Fund shares repurchased                                          5,691
          Investment securities purchased                                723,500
          Miscellaneous                                                    8,503
          Accrued expenses                                               165,745
- --------------------------------------------------------------------------------
                  Total liabilities                                     $903,439
         
Net Assets                                                          $204,676,650
- --------------------------------------------------------------------------------


Composition of Net Assets
- --------------------------------------------------------------------------------
          Paid-in capital                                            181,416,382
          Undistributed net investment income                            546,444
          Accumulated net realized gains                                 552,913
          Net unrealized appreciation                                 22,160,911

Net Assets                                                          $204,676,650
- --------------------------------------------------------------------------------
Number of shares, $0.01 par value, issued and outstanding 
          (unlimited shares authorized)                               17,751,672

Net Asset Value per Share                                                 $11.53
- --------------------------------------------------------------------------------
                                       18
<PAGE>
Statement of Operations--For the period from December 31, 1996, to June 30, 1997
(Unaudited)

Investment Income
- --------------------------------------------------------------------------------
Income:
Dividend income                                                        $996,549
Interest income                                                         649,042
- --------------------------------------------------------------------------------
         Total income                                                $1,645,591

Expenses:
Advisory fees                                                           818,335
Transfer agent fees                                                      86,471
Custodian fees                                                           70,168
Administration fees                                                      61,323
Miscellaneous expenses                                                   50,555
Registration fees                                                        12,056
Amortization of deferred organizational costs                            11,336
Legal fees                                                                8,301
Trustees' fees                                                            7,440
Insurance fees                                                            7,159
Shareholder reporting fees                                                6,943
Audit fees                                                                5,952
- --------------------------------------------------------------------------------
         Total expenses                                               1,146,039
                  Less: expenses paid indirectly                        (45,028)
                  Less: expenses reimbursed                              (1,864)
- --------------------------------------------------------------------------------
                  Net expenses                                        1,099,147
- --------------------------------------------------------------------------------
         Net investment income                                         $546,444

Realized and Unrealized Gains (Losses)
- --------------------------------------------------------------------------------
         Net realized gain (loss):
                  Investments                                          $554,483
                  Foreign currency transactions                         ($2,570)
         Net unrealized appreciation on:
                  Investments                                        22,093,815
                  Foreign currency transactions                          67,096
- --------------------------------------------------------------------------------
         Net realized and unrealized gains                           22,713,824 
- --------------------------------------------------------------------------------
         Net increase in net assets resulting from operations       $23,260,268
<PAGE>
Financial  Highlights - For a share outstanding  throughout the period (12/31/96
to 6/30/97)1 (Unaudited)

         Net asset value, beginning of period                           $10.00
         Income from investment operations
           Net investment income                                          0.03
           Net realized and unrealized gain                               1.50
                                                                      --------
         Total from investment operations                                $1.53
                                                                      --------
         Less distributions
           From net investment income                                      --
           From net realized gains                                         --
                                                                       --------
           Total distributions                                             --

         Net asset value, end of period                                 $11.53
                                                                      --------
         Total return(2)                                                 15.30%
                                                                      --------
         Net assets at end of period (in 000s)                        $204.677
                                                                      --------
         Ratio of expenses to average net assets
           (net of expense reimbursements and expenses 
            paid indirectly)                                              1.47%*
                                                                      --------
         Ratio of net investment income to average net assets             0.73%*
                                                                      --------
         Portfolio turnover rate                                         62.73%

*Annualized.
1. The Masters' Select Equity Fund commenced operations on December 31, 1996.
2. Not annualized for periods of less than one year.

Statement of Changes in Net Assets 12/31/96 to 6/30/97 (Unaudited)

Increase (Decrease) in Net Assets
- --------------------------------------------------------------------------------
         Operations:
               Net investment income                                   $546,444
               Net realized gain                                        552,913
               Change in net unrealized appreciation                 22,160,911
         ----------------------------------------------------------------------
         Net increase in net assets from operations                 $23,260,268

         Distributions to shareholders:
              From net investment income                                   --
              From net realized gains                                      --
         ----------------------------------------------------------------------
         Total distributions                                               --

         Fund share transactions:
              Proceeds from shares sold                             189,634,630
              Net asset value of shares issued on reinvestment of
                     distributions                                         --
              Cost of shares redeemed                                (8,318,248)
         ----------------------------------------------------------------------
         Net increase from Fund share transactions                  181,316,382
         ----------------------------------------------------------------------
         Net increase in net assets                                $204,576,650

Net Assets
- --------------------------------------------------------------------------------
         Beginning of period                                            100,000
         ----------------------------------------------------------------------
         End of period                                             $204,676,650

Change in Shares
- --------------------------------------------------------------------------------
         Shares sold                                                 18,549,293
         Shares issued on reinvestment of distributions                   --
         Shares redeemed                                               (807,621)
         ----------------------------------------------------------------------
         Net increase                                                17,741,672
                                       20
<PAGE>
Notes to Financial Statements

1.       Organization

The  Masters'  Select  Equity Fund (the  "Fund") is a series of Masters'  Select
Investment Trust (the "Trust"), organized as a Delaware business trust on August
1, 1996,  and  registered  under the  Investment  Company Act of 1940 (the "1940
Act") as an open-end management investment company.

The  Masters'  Select  Equity Fund is a fund that seeks to increase the value of
your  investment  over the long term by using the combined  talents and favorite
stock-picking ideas of six highly regarded portfolio managers.

2.       Significant Accounting Policies

The following is a summary of the significant  accounting  policies  followed by
the Fund.

Security Valuation--Portfolio  securities that are listed or admitted to trading
on a U.S. exchange are valued at the last sales price on the principal  exchange
of which the  security  is traded or, if there has been no sale that day, at the
mean between the closing bid and asked prices. Securities admitted to trading on
the  NASDAQ  National  Market  System  and  securities  traded  only in the U.S.
over-the-counter  market are valued at the last sale price or, if there has been
no sale  that  day,  at the mean  between  the  closing  bid and  asked  prices.
Securities  and other assets for which market  prices are not readily  available
are valued at fair value determined in good faith by the Board of Trustees. Debt
securities with remaining  maturities of 60 days or less are valued at amortized
cost,  unless the Board of  Trustees  determines  that  amortized  cost does not
represent fair value. Cash and receivables are valued at their face amounts.

Foreign Currency  Translation--The  books and records of the Fund are maintained
in U.S.  dollars.  The value of  securities,  currencies  and other  assets  and
liabilities  denominated  in currencies  other than U.S.  dollars are translated
into U.S. dollars based upon foreign exchange rates prevailing at the end of the
period.  Purchases and sales of investment  securities,  income and expenses are
translated on the respective dates of such transactions.

The Fund does not isolate  that portion of the results of  operations  resulting
from changes in foreign  exchange  rates on  investments  from the  fluctuations
arising from changes in market prices of securities held. Such  fluctuations are
included with the net realized and unrealized gain or loss from investments.

Reported  net  realized  foreign  exchange  gains or losses  arise from sales of
foreign  currencies,  currency  gains or losses  realized  between the trade and
settlement dates on securities transactions,  the difference between the amounts
of  dividends,  interest and foreign  withholding  taxes  recorded on the Fund's
books and the U.S.-dollar  equivalent of the amounts actually  received or paid.
Net unrealized foreign exchange gains and losses arise from changes in the value
of assets and liabilities  other than  investments in securities  resulting from
changes in the exchange rates.

Federal  Income  Taxes--The  Fund  intends to qualify as a regulated  investment
company by complying  with the  appropriate  provisions of the Internal  Revenue
Code of 1986, as amended.  Accordingly,  no provisions  for federal income taxes
are required.

Security  Transactions and Related  Income--Security  transactions are accounted
for on the date the security is purchased or sold (trade date).  Divided  income
is recognized on the ex-dividend  date, and interest income is recognized on the
accrual basis.  Purchase  discounts and premiums on securities  held by the Fund
are accreted and amortized to maturity using the effective interest method.
<PAGE>
Realized gains and losses on securities sold are determined under the identified
cost method.

It is the Trust's  policy to take  possession of securities as collateral  under
repurchase  agreement  and to  determine on a daily basis that the value of such
securities is sufficient to cover the value of the repurchase agreements.

Deferred Organization Costs--Organization costs are amortized on a straight-line
basis over a period of 60 months  commencing with the first full month after the
Fund's commencement of operations.

Distributions--Distributions  to  shareholders  are recorded on the  ex-dividend
date.

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

3.       Management Fees and Transactions with Affiliates

The Fund pays a management fee to its advisor, Litman/Gregory Fund Advisors, LLC
(the  "Advisor"),  at the annual rate of 1.10% of the Fund's  average  daily net
assets.  The  Advisor  pays  investment  management  fees to the six  investment
managers.  Total  management fees incurred by the Fund as of June 30,1997,  were
$818,335,  of which $523,911 was paid to the investment  managers,  and $294,724
was retained by the Advisor.  Management  fees paid to the  investment  managers
represent  0.704% of the  Fund's  average  daily  net  assets.  Management  fees
retained by the Advisor represent 0.396% of the Fund's average daily net assets.
The Advisor has agreed to reimburse the Fund for any ordinary operating expenses
above 1.75% of the Fund's average net assets.  The Advisor reserves the right to
be repaid by the Fund if the  expenses  subsequently  fall  below the  specified
limit in future years. This expense limitation  arrangement is guaranteed by the
Advisor for at least the first year of the Fund's operations. After that, it may
be  terminated  at any time,  subject to approval  by the Board of Trustees  and
prior  notice to  shareholders.  Fee  waivers  and  expense  reimbursements  are
voluntary and may be terminated at any time.

The Trust, on behalf of the Fund, entered into an Administration  Agreement (the
"Agreement")   with   Investment   Company   Administration   Corporation   (the
"Administrator"). Under the terms of the Agreement, the Trust will pay an annual
fee,  payable  monthly and computed  based on the value of the total average net
assets of the Trust at an annual rate of 0.10% of the first $100 million of such
net assets,  0.05% of next $150 million,  0.025% of next 250 million and 0.0125%
thereafter, subject to a minimum fee of $40,000.

Each unaffiliated  Trustee is compensated by the Trust at the rate of $7,500 per
year.

4.       Purchases and Sales of Securities

The cost of security  purchases and the proceeds from security sales, other than
short-term  investments,  for the  six-month  period ended June 30,  1997,  were
$258,780,291 and $91,924,280, respectively.

At June 30, 1997, the aggregate  unrealized  appreciation  and  depreciation  of
portfolio security based on cost for federal income tax purposes was as follows:

Unrealized appreciation                                           $26,044,202
Unrealized depreciation                                           ($3,883,291)
                                                                 ------------ 
Net unrealized appreciation                                       $22,160,911


<PAGE>
This report is authorized  for use when preceded or  accompanied by a prospectus
for the Masters' Select Equity Fund. Read it carefully  before  investing.  Past
performance is not a guarantee of future  results.  Share price and returns will
fluctuate  and  investors  may  have a gain or loss  when  they  redeem  shares.
Statement  and other  information  in this  report are dated and are  subject to
change.  Litman/Gregory Fund Advisors has ultimate responsibility for the Fund's
performance  due to its  responsibility  to oversee its investment  managers and
recommend their hiring,  termination and replacement.  First Fund  Distributors,
Inc., Phoenix, AZ 85018.


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