MASTERS SELECT FUNDS TRUST
N-30D, 1999-09-09
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The Masters' Select Funds
Semiannual Report











Masters' Select Equity Fund
Masters' Select International Fund
June 30, 1999


Litman/Gregory Fund Advisors, LLC
- ---------------------------------
<PAGE>
<TABLE>
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                                                 CONTENTS

                                                 Letter to Shareholders                      2

                                                 Portfolio Fit                               5

                                                 The Masters' Select Concept                 5

                            SERVICE DIRECTORY    Masters' Select Equity Fund Review          6

                             FUND INFORMATION    Interview: Spiros "Sig" Segalas            10
   To request a prospectus, financial report,
         IRA application or information, call    Equity Fund Stock Highlights               12
                              1-800-656-8864,
           24 hours a day, seven days a week.    Equity Fund Portfolio Summary              16

                             ADVISOR SERVICES    Masters' Select International Fund Review  19
              Registered Investment Advisors,
   broker/dealers and financial professionals    Interview: Mark Yockey                     22
may call 1-925-253-5213 for advisor services.
                                                 International Fund Stock Highlights        24
               EXISTING SHAREHOLDER INQUIRIES
  To request action on your existing account,    International Fund Portfolio Summary       27
         contact the transfer agent, NFDS, at
   1-800-960-0188 from 9:00 a.m. to 6:00 p.m.    Statements of Assets and Liabilities       30
         eastern time, Monday through Friday.
                                                 Statements of Operations                   31
                      MAIL CORRESPONDENCE TO:
                        Masters' Select Funds    Statements of Changes in Net Assets        32
                                     c/o NFDS
                              P.O. Box 419922    Financial Highlights                       34
                   Kansas City, MO 64141-6922
                                                 Notes to Financial Statements              35
                           OVERNIGHT ADDRESS:
                        Masters' Select Funds
                                     c/o NFDS
                            330 W. 9th Street
                        Kansas City, MO 64105
                               1-816-843-8468

                24-Hour Automated Information
                               1-800-960-0188

     For automated reporting of daily prices,
   account balances and transaction activity,
   call 1-800-960-0188, 24 hours a day, seven
   days a week.  Please have your Fund number
      (see below) and account number ready to
          access your investment information.

             PUBLISHED DAILY PRICE QUOTATIONS
 Daily net asset value per share of each Fund
 is reported in mutual fund quotations tables
 of major newspapers in alphabetical order as
                                     follows:
</TABLE>

                                   Transfer Agent
Abbreviation    Symbol    Cusip     Fund Number
- ------------    ------    -----     -----------

MstrSeltEq      MSEFX   576417109       305
MstrSeltInt     MSILX   576417208       306

The Masters' Select Funds                       Semiannual Report  June 30, 1999
<PAGE>
Dear Fellow Shareholder:

It was a great first half of 1999 for both  Masters'  Select Equity and Masters'
Select International.

When we started Masters' Select, we believed that the combination of some of our
favorite stock pickers  focusing on their  highest-conviction  stock picks was a
great idea.  We believed  that the concept  put into  practice  would  result in
index-beating  long-term  performance.  We are  gratified  that so far  Masters'
Select International has significantly  outperformed all of its index benchmarks
since its inception, and that Masters' Select Equity has bested its custom index
benchmark by a wide margin and is only a fraction behind its long-term (but more
large-cap-oriented) benchmark. We think this is quite an accomplishment,  as few
active managers have beaten their benchmarks during this period,  which has been
dominated  by  stocks of  mega-sized  companies  and  Internet  companies.  This
long-term  performance is of greater relevance than the fact that both Funds did
well in the first half of 1999. The performance is particularly  impressive when
we drill down and examine how that  performance  has been  delivered.  Of the 11
managers  currently  responsible for the two Funds, nine have beaten their index
benchmarks  (this  is  after  allocating  all the  Funds'  expenses).  In a more
multidimensional  stock market environment we believe that Masters' will do even
better.

After almost three years of Masters'  experience,  we've formed some opinions as
to why both Funds are doing well:

CONCENTRATION: Focusing only on each manager's highest-conviction stock picks is
part of the basic  foundation of these Funds.  So far the concept  appears to be
working.  Of our 11 managers  (across two Funds),  10 also run  more-diversified
public mutual funds. As a group the performance of our managers for Masters' has
been  significantly  better (since  inception) than the weighted  average of the
returns for their more-diversified funds.

LONG-TERM  ORIENTATION:  There are lots of short-term  performance  pressures in
today's mutual fund world. Short-termism is a negative distraction for many fund
managers.  They know that if they  don't do well over the  short-term,  they may
lose assets--or  worse.  This  short-term  pressure tempts some stock pickers to
make decisions that are  inconsistent  with maximizing  long-term  returns.  Our
multimanager  structure  means that no single  manager has to worry about his or
her  short-term  performance  impact on the  Fund.  Moreover,  we have  stressed
repeatedly with our managers that we expect superior  long-term  returns but are
not worried  about  short-term  volatility  and will not evaluate  them based on
short-term  performance.  We seek to build a partnership  with our managers that
gives them every  advantage to do well.  Knowing that they can focus on the long
term and ignore all short-term concerns is, we believe, a big advantage.

A good example is the  situation  David Herro  (Masters'  Select  International)
faced last year. Observing the meltdown in Asia and the emerging markets,  Herro
identified  several  companies  that  he knew to be  fundamentally  strong  with
growing businesses,  despite the macro collapse. He was extremely confident that
these  stocks were

                                       2
<PAGE>
enormously  undervalued  because of the massive  sell-off in their  markets.  He
invested in such stocks as Giordano and Woong Jin  Publishing,  recognizing  the
uncertainty  of the timing of any  turnaround.  But he  believed  there was huge
upside potential that was worth waiting for. He also knew that market psychology
could  continue to deteriorate  and take prices lower.  Over the short term, his
portion of the  portfolio was dragged down as these stocks  declined  further in
value.  In  fact,  Herro's  performance  was  the  worst  of the  five  Masters'
International  managers last year.  His stocks began to rebound last  September,
however,  and have increased  significantly  on the upside since then. Over that
time he is the Fund's number one manager and is now  significantly  ahead of the
international  indexes.  This is the type of  conviction  and  patience  that we
believe makes for good long-term returns.

ASSET SIZE: We strongly believe that the small asset base with which each of our
Masters' stock pickers works is a significant advantage.  Our plans to close (to
new  investors)  Masters'  Select  Equity at $750  million and  Masters'  Select
International at $1 billion will help lock in this advantage.  At a $750 million
Equity Fund portfolio,  our large-cap managers will be running only $150 million
and our  small-cap  managers  only $75  million.  At a $1 billion  international
portfolio,  our core international  managers will be running about $220 million,
and our small-cap manager will run $100 million.  These are extremely small sums
in today's financial world.

QUALITY OF THE MASTERS' STOCK PICKERS: The bottom line is that nine of 11 of our
stock pickers (nine of 12 if we include Jean-Marie  Eveillard,  whom we replaced
eight  months ago) have beaten their index  benchmarks.  We think this speaks to
the quality of our stock pickers.

DEVELOPMENTS AND COMMENTS

As  longtime   participants  in  the  mutual  fund  industry,   we  have  become
increasingly  disturbed  by the  lack of  patience  on the  part  of  many  fund
investors.  With lots of fund choices, daily performance updates, media exposure
of short-term winners and losers, and fund supermarkets and online  convenience,
investors are  constantly  tempted to sell and buy. It's akin to having a remote
control and a hundred  channels from which to choose.  Some investors  fund-surf
like couch potatoes channel-surf.  This troubles us, because over the short-term
stock prices are driven by psychology more than fundamentals.  But over the long
run, the business  success of  individual  companies  will drive stock  returns.
(Remember the famous  Benjamin  Graham quote:  "In the short run the market is a
voting  machine but in the long run it is a weighing  machine.")  Psychology  is
difficult  to  predict  correctly.  It can  turn  on a dime or  drive  excesses.
Business  fundamentals,  on the  other  hand,  are  driven  by  factors  such as
management quality,  competitiveness of the product, the size of the market, and
barriers to competitive  entry. We believe that good stock pickers can add value
by  obsessively  focusing  on getting  an edge in  assessing  these  fundamental
factors. Our "Master" stock pickers focus on the knowable--things that they have
a high probability of assessing correctly.  They are disciplined in not allowing
speculative  elements to enter into


The Masters' Select Funds                       Semiannual Report  June 30, 1999
<PAGE>
their  decision-making  process.  Predicting  market psychology is a speculative
element.  On the other hand,  many fund  investors  seem to believe  that recent
short-term  performance is a good predictor of future performance (it's not), so
they  chase hot  funds and sell  funds  that  have been in a  short-term  slump.
According to several studies, most mutual fund investors don't do as well as the
average fund, because they have a tendency to chase hot performance--too late.

With  Masters' we are trying to do  everything  we can to deliver a  performance
edge.  That  includes  attracting  long-term  shareholders  who  believe  in the
Masters'  concept and will stay committed to it for a reasonable time. So far as
we can tell, most of our shareholders meet this standard,  although some clearly
don't.  After Masters' Select Equity slumped for several months in mid-1998,  we
experienced small but steady redemptions starting in October. Interestingly, the
timing  coincided  almost  exactly with a powerful trend of  outperformance  for
Masters'  Select  Equity  that has  continued  (the  Fund is up 63.9%  since the
October 8 market bottom versus 45.9% for the Wilshire 5000 Index). Some of these
investors  had been  invested  for only a few months (in some  instances,  a few
days).  This short-term money can be disruptive to the long-term  orientation of
our "Masters." To protect our long-term  shareholders,  we have decided to add a
redemption  fee to deter  investors who don't have a long-term  commitment  from
buying shares in Masters'  Select Funds.  The fee will apply to new  investments
and will be 2% on shares held less than six  months.  All fees paid will go back
into the Funds to the full benefit of the remaining shareholders. The redemption
fee will be implemented within the next few months.

We  appreciate  the  confidence  and trust that your  investment in the Masters'
Select  Funds  represents.  Along with our  "Master"  managers,  we are  totally
committed to making this a successful venture for all shareholders.

Sincerely,

/s/ Ken Gregory

Ken GregoryLitman/Gregory Fund Advisors, LLC

- --------------------------------------------------------------------------------
As we go to print we are saddened to report the sudden and untimely death of our
friend and colleague, Bruce Bee. We have every confidence that the team at Bee &
Associates will continue to competently manage their 10% portion of the Masters'
Select  International  portfolio  as we consider  our options for the  long-term
management  of that  portion  of the  Fund.  We  will  notify  our  shareholders
immediately once our plans are finalized.

                                       4
<PAGE>
PORTFOLIO FIT

As  with  all  equity  funds,   Masters'   Select  Equity  and  Masters'  Select
International  are appropriate for investors with a long-term time horizon,  who
are  willing to ride out  occasional  periods  when the Funds' net asset  values
decline.  Within that context we created the Funds to be used as core equity and
core  international  fund holdings.  Although  performance in each specific down
market will vary,  we  purposely  set the  allocations  to each manager with the
objective of keep ing risk about equal to that of their overall  benchmarks.  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 a group of very  distinguished  managers with
superior  track records is what we believe makes the Funds ideal core equity and
core international fund holdings.

THE MASTERS' SELECT CONCEPT

In  constructing  the Masters'  Select Funds,  our goal was to design funds that
would isolate the  stock-picking  skills of a group of highly regarded  managers
and also serve as core equity fund  holdings for almost any  long-term  investor
seeking domestic or international stock market exposure. To meet this objective,
we  designed  the Funds  with both risk and return in mind,  placing  particular
emphasis on the following factors.

1    First,  only investment  managers we believe to have exceptional  long-term
     performance  in their  respective  specialties  were  chosen to manage each
     Fund's portfolio.

2    Second,  and of equal  importance,  each stock  picker runs a very  focused
     portfolio  of not more than 15 of his or her  favorite  stocks.  We believe
     that most stock pickers have an unusually  high level of conviction 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 Funds
     are well  diversified  by style,  industry and number of stocks.  Given the
     diversification  across styles, we don't expect the Funds to top the charts
     in any single period. We are shooting for superior  performance over a full
     market cycle,  counting on the Funds' structure and the managers' talent to
     get us there.


The Masters' Select Funds                       Semiannual Report  June 30, 1999
<PAGE>
MASTERS' SELECT EQUITY FUND REVIEW

Masters' Select Equity had an outstanding first half, beating all its benchmarks
by a wide margin. More important than this short-term success is the performance
of your Fund since its inception on December 31, 1996. Since that time your Fund
has pulled away from the Global  Equity  Index,  beating it by 8.74%.  At a time
when index funds are widely touted, we're happy to report this level of success.
The Global  Equity Index is a blended index we created to reflect the market cap
and asset class exposure  structured into your Fund; it includes a 70% weighting
in the S&P 500 Index, a 20% weighting in the Russell 2000 Index (a small-company
index) and a 10% weighting in the Morgan Stanley Capital  International  Europe,
Australasia and Far East (MSCI EAFE) Index (foreign stocks). Your Fund has three
managers who invest mostly in mid- and large-cap  stocks (60% of the portfolio),
two who invest  mostly in  small-cap  stocks  and are  benchmarked  against  the
Russell  2000  (20% of the  portfolio)  and one who is  global  and  invests  in
companies  of all sizes  (20% of the  portfolio).  We  believe  that this mix of
managers  and styles  should be  benchmarked  against an  appropriate  index and
therefore we began  reporting  on this  blended  index in the Fund's first year.

                                                          Since Inception
                                                      ------------------------
                                                      Cumulative     Average
                                  Year                  Total        Annual
                                 to Date   12 Months   Return     Total Return
                                 -------   ---------   ------     ------------

Masters' Select Equity Fund      21.73%     22.58%     80.59%        26.72%
Global Equity Index*             10.99%     16.92%     71.84%        24.18%
Wilshire 5000 Index              11.88%     19.60%     81.34%        26.88%
Lipper Growth Fund Index         11.89%     21.64%     80.08%        26.53%
Lipper Small Cap Fund Index       9.43%      1.92%     16.70%         6.37%

Past  performance  is no guarantee of future  results,  and investors may have a
gain or loss when they sell shares. All returns assume reinvestment of dividends
and  capital  gains.  Indexes  are  unmanaged,  do not incur  fees and cannot be
invested indirectly. Inception date of Fund is December 31, 1996.

                                       6
<PAGE>
Since inception,  your Fund is less than 1% (less on an annualized basis) behind
the Wilshire 5000, a more  large-cap-oriented  index. We seek to beat this index
over a full market  cycle.  Over most of the Fund's  life,  the stock market has
been  dominated  by  stocks  of  large   companies,   with  small-caps   lagging
significantly  behind.  Still,  Masters'  Select is in a near dead heat with the
Wilshire  5000,  which has only 8% of its assets in small  companies.  Excluding
Masters' Select's first month of existence, when it was not close to being fully
invested, it has outperformed the Wilshire 5000 by more than 3% (more than 1% on
an annualized basis).

The  performance  of  Masters'  larger-  and  smaller-cap  managers  relative to
appropriate indexes helps underscore the degree of their stock-picking success.

CUMULATIVE TOTAL RETURN SINCE INCEPTION - AS OF JUNE 30, 1999

LARGE-CAP
Masters' Large-Cap Managers              113.89%
S&P 500 Index                             92.87%

SMALL-CAP
Masters' Small-Cap Managers               62.01%
Russell 2000 Index                        30.03%

Past  performance  is no guarantee of future  results,  and investors may have a
gain or loss when they sell shares. All returns assume reinvestment of dividends
and  capital  gains.  Indexes  are  unmanaged,  do not incur  fees and cannot be
invested  in  directly.  The returns for the  Masters'  managers  are an equally
weighted average of the managers' cumulative returns since inception. Though the
percentage of the Fund's assets  allocated to each manager drifts  slightly over
time,  equally  weighting the  performance of the large- and small-cap  managers
should be a very close  approximation  of the actual  performance if it had been
calculated based on the daily asset levels of each manager.  Large-cap  managers
are Mason Hawkins, Sig Segalas, Shelby Davis and Robert Sanborn (since 11/1/98).
Small-cap managers are Foster Friess and Dick Weiss.  Inception date is December
31, 1996.

Not  only  is the  magnitude  of the  outperformance  impressive,  but so is the
breadth.  The  Masters'  portfolios  of five of the six  current  managers  have
outperformed  their  benchmarks over the life of the Fund. The only one that has
not has trailed the index by less than 1%. In a period when so few  managers are
beating their benchmarks, the Masters' structure, at least so far, seems to have
contributed to significantly improving the odds in favor of investors.

We believe that the combination of skilled  managers  focusing on a few of their
highest-conviction  stocks is a powerful concept.  The concentration seems to be
adding to performance as the Masters' managers continue to widen the gap between
their own funds and their Masters' performance.

The Masters' Select Funds                       Semiannual Report  June 30, 1999
<PAGE>
As noted in our  quarterly  report,  in  February  we  decided to  increase  the
flexibility  of our two small-cap  managers,  Foster  Friess and Dick Weiss,  by
allowing them to increase their exposure to mid-cap  companies  ($1.4 billion to
$10 billion in market  cap).  Each can now invest up to 50% of his  portfolio in
mid-cap  companies.  Our decision was intended to allow the Fund to benefit from
the managers'  highest-conviction  ideas in an expanded  range.  Both Friess and
Weiss  do  research  on  small-  and  mid-cap  companies.  Irrespective  of this
increased  flexibility,  we have told both  managers  that we will  continue  to
benchmark their performances against the Russell 2000. Now, however, if there is
a mid-cap company they are extremely enthusiastic toward, they can buy it. Since
we increased  their  flexibility,  they have not bought mid-cap names.  In fact,
some of our other  managers  have added  some  small-cap  names,  so the Fund is
currently more small-cap  oriented than it has been for most of its life. Please
see page 16 for a breakout of our asset class and market cap exposure.

CUMULATIVE TOTAL RETURN SINCE INCEPTION - AS OF JUNE 30, 1999

Masters' Select Equity Fund               80.59%

Weighted average of Managers' funds       65.85%

Past  performance  is no guarantee of future  results,  and investors may have a
gain or loss when they sell shares. All returns assume reinvestment of dividends
and capital  gains.  Weighted  average of managers'  funds equals the cumulative
total return  earned by the  unaffiliated  no-load funds managed by the managers
multiplied by the percentage of Masters' assets allocated to each manager. There
may be  differences  among  these funds with  regard to  charges,  expenses  and
investment  policies  that affect  performance.  Inception  date is December 31,
1996.

As of this writing,  we remain concerned about the richly priced S&P 500 and the
expectations  of investors.  Financial  market  history is full of stories about
investors being seduced into  extrapolating  stretches of strong performance far
into the future. Unfortunately, most high-return periods are, sooner rather than
later, followed by periods of less exciting or even poor returns. The good news,
in our  opinion,  is that in the  United  States the broad  market  (small-caps,
mid-caps  and value  stocks) is in a reasonable  value range,  unlike the richly
priced  large-cap growth sector.  The impact of technology on productivity,  and
low  inflation  on  economic  stability,  seem  likely to  continue  for awhile,
suggesting  that the  period  of high  valuations  might be  around  for a while
longer.  Regardless  of how the  market  plays  out in the short  term,  we take
comfort in knowing that the broader  market offers better value.  This will have
no impact on short-term  performance,  but over the long term we view this as an
advantage,   given  our  stock  pickers'   flexibility  to  focus  on  the  best
stock-picking opportunities they can find.

                                       8
<PAGE>
For the most part, the Masters' story is playing out as we hoped it would.  Just
as we preached the importance of a long-term focus after a  disappointing  1998,
however, we do the same after an exceptional first half of 1999. Masters' Select
Equity will not deliver superior  performance in every reporting  period.  There
will  inevitably  be times  when  some of our  managers  slip up and the  market
environment  works  against  us.  That  was the case in  1998,  when an  extreme
large-cap  growth  environment  worked  against our somewhat less  large-cap and
somewhat  value-biased  Fund.  So patience  will  matter  from time to time.  We
believe that the  advantages of the Masters'  structure  will result in superior
performance  over the  long  term-a  record  toward  which we are  continuously
working.

Please see the  introduction  to this report for a more general  discussion  and
important developments with respect to the Masters' Funds. In addition,  turn to
the  following  pages  for an  interview  with Sig  Segalas  (one of the  Fund's
managers) and stock  descriptions  by each manager.


The Masters' Select Funds                       Semiannual Report  June 30, 1999
<PAGE>
[Photo of Spiros "Sig" Segalas]

An Interview with Spiros "Sig" Segalas

Sig Segalas manages approximately 20% of the Masters' Select Equity Fund.

WHAT FIRST ATTRACTED YOU TO THE BUSINESS OF STOCK PICKING?

My initial  interest in the stock market  developed  while I was in high school.
Being a Greek immigrant,  my father was uncomfortable reading English. One of my
daily  chores  was to update  him on the price of a few  stocks he owned.  I was
immediately  hooked.  The thought of learning how to pick stocks  fascinated me.
Also, being very much involved in sports,  I loved to compete.  I can't think of
any other  profession  that  captures  the spirit of  competition  to the extent
investing  does.  There is nothing  subjective  about our  business.  You either
perform or you don't.

HOW DID YOUR INVESTMENT PHILOSOPHY DEVELOP?

As a  junior  analyst,  I was  initially  asked  to  follow  the  machinery  and
electronics industries. The differences between these industries were startling.
The machinery group was heavily  influenced by macro trends while in technology,
innovation and strategic  positioning  are the keys to the success of a company.
It became obvious to me that the first step in finding those companies likely to
become  productive  investments is identifying those that have some control over
their destinies.

CAN YOU DESCRIBE THE KEY ELEMENTS OF YOUR STOCK PICKING DISCIPLINE?

The key  element in stock  picking  is to first  stack the odds in your favor by
monitoring  a universe of  securities  that can achieve  superior  absolute  and
relative  earnings  growth.  To  do  this,  one  must  look  for  distinguishing
characteristics  such as  superior  management,  a  strong  brand  name,  unique
marketing  competence,  or  productive  research  and  development.   From  this
universe,  a stock must be reasonably  priced vis a vis its growth  prospects in
order to get into the portfolio.

                                       10
<PAGE>
YOU'VE  BUILT A GREAT  LONG-TERM  RECORD AT HARBOR  CAPITAL  APPRECIATION.  WHAT
FACTORS HAVE BEEN MOST IMPORTANT IN DRIVING YOUR SUCCESS?

The success of Harbor  Capital  Appreciation  can be attributed  to  maintaining
confidence in our investment  style and not allowing the whims of Wall Street to
sidetrack us. However, the most important factor is our team of highly motivated
analysts which has contributed to the results.

WHAT ARE YOUR MOST IMPORTANT SOURCES OF INFORMATION?

By far, our most important source of information is our in-house research.

HOW MUCH OF YOUR  RESEARCH  DO YOU DO  YOURSELF  AND IN WHAT WAYS DO YOU RELY ON
OTHER MEMBERS OF YOUR TEAM?

Although I participate  regularly in meetings with company managements and other
research meetings, I rely enormously on our research team.

OVER THE PAST FEW YEARS,  LARGE CAP GROWTH  STOCKS  HAVE HAD A GREAT RUN. DO YOU
THINK  INVESTORS  HAVE BECOME TOO  ENTHUSIASTIC  OR DO THE  PROSPECTS  FOR THESE
COMPANIES JUSTIFY CURRENT PRICES?

Some large cap growth  stocks are  undoubtedly  overvalued.  Our  challenge  has
always been to own the right stocks. There are many large cap growth stocks that
continue to have exciting potential and it is our job to own these securities in
our  portfolios.  We believe  we can  continue  to  outperform  both  large- and
small-cap growth managers over time as we have done in the past.

WHAT ARE YOUR PRIMARY CONCERNS WITH RESPECT TO THE GENERAL INVESTMENT CLIMATE?

I am concerned by the increasing  speculation that has emerged in the market, as
exhibited by internet and other IPO stocks. I believe the risks are containable;
however, we may have to experience an uncomfortable correction to eliminate some
of the excesses.

HOW DOES RUNNING A VERY  CONCENTRATED  PORTFOLIO (THAT IS ALSO PART OF A BROADLY
DIVERSIFIED FUND) DIFFER FROM A MORE BROADLY DIVERSIFIED PORTFOLIO?

A concentrated portfolio forces one to crystallize his/her thinking. A portfolio
manager must own securities that he is extremely  confident will perform well in
a relatively short period of time; i.e., 12-18 months. While one can't diversify
risk as easily as in a broadly  diversified  portfolio,  prudence  suggests some
diversity is necessary.  In Masters'  Select,  we are invested in five different
economic  sectors,  with our greatest exposure being technology at approximately
45% of  assets.  The  technology  holdings  are  diversified  among  networking,
components,  computers, and software.


The Masters' Select Funds                       Semiannual Report  June 30, 1999
<PAGE>
MASTERS' SELECT EQUITY FUND STOCK HIGHLIGHTS

TRANSATLANTIC HOLDINGS, Christopher Davis

Transatlantic   Holdings  competes  in  the  esoteric  industry  of  reinsurance
essentially providing insurance to insurance companies.  Insurance companies use
reinsurance to help smooth their results and prevent huge losses from any single
event. The largest  purchaser of reinsurance  worldwide is the global powerhouse
AIG - who happens to own 50% of Transatlantic Holdings. Starting at the top with
AIG's  legendary  CEO Hank  Greenberg  serving as Chairman  of the Board,  TRH's
management is among the best in the reinsurance  industry.  Furthermore,  TRH is
able to follow in AIG's footsteps around the world. As a result, this relatively
small  reinsurance  company has the global  expertise  and  infrastructure  of a
company  many times its size.  As for  valuation,  we would note that  legendary
investor Warren Buffett who has been in the reinsurance  business for many years
through Berkshire  Hathaway's  subsidiary National Indemnity,  recently made his
largest  acquisition ever, buying General  Reinsurance for 17 times earnings and
about  2.5  times  premiums.  TRH  currently  trades  at less  than 13 times our
estimate of 1999 earnings and less than two times premiums.

APPLE COMPUTER, Foster Friess

It's a familiar  company,  but Wall Street  analysts  still seem to have trouble
getting used to just how  successful  the turnaround at Apple Computer has been.
We  purchased  Apple  in  time  to  benefit  from  its   June-quarter   earnings
performance,  which  exceeded  analyst  expectations  by 8 percent.  Despite the
strong showing,  we believe analysts  continue to  underestimate  the enthusiasm
surrounding Apple's new generation of products.

Apple just upgraded the memory,  speed and features of its uniquely  styled iMac
personal  computer and G3 professional  series Desktop and Powerbook  computers.
And, as the fourth and final  offering in its core product  lineup,  the company
introduced  iBook, a $1,599 laptop with more processing  power than any other on
the market except the G3 Powerbook. Apple's new operating system with integrated
Internet  and search  capabilities  promises to further add to the allure of its
hardware.

All this  growth  potential  comes at a low price.  We bought  Apple at $50.45 a
share, less than 18 times consensus earnings estimates for 1999. On top of that,
the Apple  management  team is using $500 million of the $3.1 billion in cash it
had at the end of June to buy back outstanding stock. That should position Apple
well as it enters the December  quarter,  typically the strongest  period of the
year for computer sales, with its four main products moving to market in volume.
We expect earnings to be well ahead of consensus estimates for $2.82 and $3.05 a
share in fiscal 1999 and 2000, respective.

* Apple was added to the Masters' portfolio July 7, 1999

                                       12
<PAGE>
PIONEER NATURAL RESOURCES, Mason Hawkins

Pioneer Natural Resources is a relatively new company in the oil and natural gas
exploration  and  development  arena.  It was  formed  from the  merger  of Mesa
Petroleum and Parker and Parsley and the subsequent  purchase of Chauvco. At 40%
of appraisal, Southeastern believes Pioneer's common stock has an opportunity to
triple over the next few years. The Company's 2.3 trillion cubic feet of natural
gas, 216 million barrels of proven oil reserves,  160 million barrels of natural
gas liquids,  gas producing  assets and  exploration  acreage,  net of debt, are
conservatively  valued at $28 per share in  today's  energy  price  environment.
Exploration  success could  materially add to the Company's  intrinsic value. In
recent months Pioneer has  successfully  de-leveraged  its balance sheet through
the  sale  of  non-strategic  assets  and  significantly  lowered  its  cost  of
production.  Pioneer is led by the capable team of Chairman  John  Brumley,  CEO
Scott Sheffield and Board Member and major shareholder, Richard Rainwater.

TIFFANY, Sig Segalas

Since its founding in 1837,  Tiffany & Co. has become one of the world's premier
retailers of jewelry,  tableware and accessories.  The company has more than 100
stores worldwide and generates significant profits both in the U.S. and in Asian
markets.

Management in recent years has done an outstanding  job of broadening  Tiffany's
product line,  particularly  at the more affordable  price points.  As a result,
they have significantly  broadened their market appeal to lower income families.
This has driven  strong  worldwide  comparable  store  sales,  which in turn has
resulted in strong financial results.

In 1998 sales grew at 15% and earnings per share at close to 25%.  These results
were  achieved  in the face of very  difficult  conditions  in  Tiffany's  Asian
markets.

Tiffany  recently  announced  that in an effort to further  broaden their market
reach  globally,  they would start to sell product on their website  sometime in
1999-2000.  This should  eventually  result in  additional  sales and profits in
those markets where opening a store may not be economically feasible.

The combination of a robust U.S. economy, the resumption of some economic growth
in their Asian markets,  and the launch of their e-commerce website should allow
Tiffany's earnings to continue above average growth of around 20%. We anticipate
P/E multiple  improvement as these strong results  continue to unfold and as the
potential of the web for Tiffany is better understood.


The Masters' Select Funds                       Semiannual Report  June 30, 1999
<PAGE>
MATTEL, INC., Robert Sanborn

We buy stocks in businesses that we understand,  with management that is working
to grow and realize the long-term per share value of the  enterprise,  and, most
important,  with  market  valuations  that  represent  at least a forty  percent
discount to what we estimate to be underlying,  or intrinsic,  value. At current
prices, Mattel (MAT) epitomizes our approach.

Historically,  Mattel  has  demonstrated  superior  financial  results.  It  has
consistently  generated  returns on assets in the mid-teens to twenty range, has
high and stable  operating  margins,  and generates  high free cash flow.  These
results have been due to the Company's  stable of powerful  brand names (Barbie,
Fisher-Price,  Magna  Doodle,  Hot Wheels,  et. al.) and high market share (over
twenty percent) in a fragmented industry.

Mattel is in the midst of a major  transition.  It has finalized the acquisition
of The Learning Company (TLC), the pre-eminent  children's software company, and
has announced a restructuring that will lower headcount and costs, and is on the
verge  of  launching  its   e-commerce   initiative,   Mattel.com.   Mattel  has
strategically  transformed  itself  from a  supplier  of  traditional  toys to a
provider of a broad array of family  entertainment  products and services.  With
the addition of TLC,  American  Girl,  the  Internet,  and the  products  Mattel
develops  jointly  with Intel,  Mattel will now have  attractive  offerings  for
consumers moving into their teens and beyond.  Mattel is the best positioned toy
company in the New  Economy,  and its  e-commerce  business,  unlike many of the
household Net names, should soon have high margins and strong profitability.  In
time,  it will be  feasible  for all of  Mattel's  (and  TLC's)  software  to be
downloaded on the Internet (with margins approaching 85%!). In my opinion,  this
will ultimately be the best way for corporate America to exploit the net.

It is our  conclusion  that Mattel is an above average  business.  It has strong
franchise  characteristics,  very stable financial parameters,  and a management
team that we like. Yet, at current prices,  Mattel sells at a very modest 12.0 x
cash earnings,  and only 8.0 x 2000 estimated EBITA (earnings  before  interest,
taxes,  depreciation  and  amortization).  Despite the  Company's  high margins,
Mattel  sells  at only 1.6 x sales  (including  debt).  All of  these  represent
substantial discounts to the overall market.

                                       14
<PAGE>
SEACOR SMIT, Dick Weiss

Seacor Smit operates a diversified  fleet of marine vessels  serving the oil and
gas industry worldwide and is a leading provider of oil spill response services.
CEO Charles  Fabricant has displayed an historical  knack for selling  assets at
favorable  prices in euphoric markets and maintaining  financial  flexibility to
purchase depressed assets at market troughs.

Seacor was able to weather the recent energy bear market by locking in long term
contracts on its fleet at attractive dayrates, selling older boats in early 1998
for cash,  and by  redeploying  that cash into the  construction  of new  anchor
handlers whose dayrates have actually  increased in 1999,  while rates for other
vessels continued to plummet.  In addition,  Seacor has  strategically  acquired
technology  in the areas of marine  logistics and  communications  as a means of
diversifying itself from the pure commodity crew boat business and secure equity
upside in these emerging industry developments.

Our  rationale  for buying  Seacor Smit in May of 1999 at $50 centered  around a
strong operating company with financially savvy management and no net debt which
is  leveraged  to  increasing  worldwide  drilling  activity  driven  by  higher
commodity prices.  Seacor's fleet experiences increased utilization and dayrates
as the rig count  increases  and a greater  number of boats are  needed to ferry
crew and supplies to offshore rigs.  Capital  expenditures  by  exploration  and
production  companies  are expected to rise  materially in the next 12 months as
the industry gains greater  confidence in the  sustainability  of $18 oil prices
and North American deliverability  constraints drive natural gas prices north of
$2.50.

Under a scenario of 80%  utilization of its worldwide fleet (1998 peaked at 95%)
and  $6,000  average  dayrates  (1998  peaked at  $9,000)  within the next 18-24
months,  Seacor can post  $5.00 of  earnings  and $8.00 of cash flow.  At an 8.5
multiple of cash flow seen back in 1997,  we get a $68 value for the base vessel
business coupled with a potentially conservative $5 value given to its logistics
and communications business, yielding a price target of $73 for CKH shares.

- --------------------------------------------------------------------------------
Neither the  information  contained  herein nor any opinion  expressed  shall be
construed to constitute an offer to sell or a solicitation to buy any securities
mentioned herein. The views expressed herein are those of the portfolio managers
at the time commentaries are made and may not be reflective of current opinions.


The Masters' Select Funds                       Semiannual Report  June 30, 1999
<PAGE>
MASTERS' SELECT EQUITY FUND PORTFOLIO SUMMARY

PORTFOLIO COMPOSITION (6/30/99)

As reflected below,  your Fund is well diversified in terms of industry exposure
and market capitalization exposure.  Masters' Select Equity holds 79 securities,
exclusive of cash equivalents.

Foreign             4.0%
Cash and Other      3.3%
Large-Caps         44.4%(3)
Mid-Caps           23.0%(2)
Small-Caps         25.3%(1)

1 Market capitalization < $1.4 billion
2 Market capitalization > $1.4 billion and < $10 billion
3 Market capitalization > $10 billion

SCHEDULE OF INVESTMENTS AS OF JUNE 30, 1999 - UNAUDITED

<TABLE>
<CAPTION>
COMMON STOCKS (96.74%)                   INDUSTRY                    SHARES HELD   MARKET VALUE   PORTFOLIO %
- ------------------------------------------------------------------------------------------------------------
BASIC MATERIALS
- ------------------------------------------------------------------------------------------------------------
<S>                                   <C>                              <C>         <C>              <C>
  Geon Company                         Chemicals                        60,000      $ 1,935,000      0.44%
- ----------------------------------------------------------------------------------------------------------

BUSINESS SERVICES
- ----------------------------------------------------------------------------------------------------------
* World Color Press, Inc.              Printing                         95,000        2,612,500      0.60%
* Getty Images, Inc.                   Visual Content                  130,000        2,453,750      0.56%
  Waste Management, Inc.               Waste Disposal                  228,000       12,255,000      2.80%
- ----------------------------------------------------------------------------------------------------------
                                                                                     17,321,250      3.96%
CAPITAL GOODS
- ----------------------------------------------------------------------------------------------------------
 Lockheed Martin Corporation          Aerospace                        160,000        5,960,000      1.36%
 Cooper Industries                    Construction Materials            80,000        4,160,000      0.95%
 Martin Marietta Materials            Construction Materials            40,000        2,360,000      0.54%
- ----------------------------------------------------------------------------------------------------------
                                                                                     12,480,000      2.85%
CONGLOMERATE
- ----------------------------------------------------------------------------------------------------------
  Philips Electronics                 Electronics, Software            161,000       16,200,625      3.70%
* Berkshire Hathaway, Inc. Class A    Insurance, Publishing, Furniture     117        8,061,300      1.84%
- ----------------------------------------------------------------------------------------------------------
                                                                                     24,261,925      5.54%
CONSUMER PRODUCTS
- ----------------------------------------------------------------------------------------------------------
  Nike, Inc.                          Apparel                          130,000        8,230,625      1.88%
  Masco Corporation                   Building Materials               156,200        4,510,275      1.03%
  Stanley Works                       Hardware                         250,000        8,046,875      1.84%
  Fortune Brands                      Housewares                       160,000        6,620,000      1.51%
  Brunswick Corp.                     Sporting Goods                   255,000        7,108,125      1.62%
* Oakley, Inc.                        Sunglasses                       300,000        2,137,500      0.49%
  Philip Morris Companies, Inc.       Tobacco                          170,000        6,831,875      1.56%
  Mattel, Inc.                        Toys                             200,000        5,287,500      1.21%
- ----------------------------------------------------------------------------------------------------------
                                                                                     48,772,775     11.14%
</TABLE>
                                       16
<PAGE>
SCHEDULE OF INVESTMENTS AS OF JUNE 30, 1999 - UNAUDITED (continued)

<TABLE>
<CAPTION>
CONSUMER SERVICES                      INDUSTRY                    SHARES HELD   MARKET VALUE   PORTFOLIO %
- ----------------------------------------------------------------------------------------------------------
<S>                                   <C>                              <C>         <C>              <C>
* Williams-Sonoma, Inc.               Housewares                        97,500       $3,394,219      0.78%
* Zale Corp.                          Jewelry                          103,900        4,156,000      0.95%
  Applebees International, Inc.       Restaurants                       85,000        2,571,250      0.59%
* CEC Entertainment, Inc.             Restaurants                       64,000        2,704,000      0.62%
* Foodmaker, Inc.                     Restaurants                      108,000        3,064,500      0.70%
  McDonald's Corporation              Restaurants                      151,000        6,238,186      1.43%
* NPC International, Inc.             Restaurants                      214,500        3,291,234      0.75%
* Charming Shoppes, Inc.              Retail                           300,000        1,823,438      0.42%
  Gap, Inc                            Retail                            73,500        3,702,563      0.85%
* Land's End, Inc.                    Retail                            70,000        3,395,000      0.78%
  Tiffany & Co.                       Retail                            40,600        3,917,900      0.90%
* Bj's Wholesale Club, Inc.           Specialty Foods                  145,000        4,359,063      1.00%
- ----------------------------------------------------------------------------------------------------------
                                                                                     42,617,353      9.77%
ENERGY
- ----------------------------------------------------------------------------------------------------------
  Cabot Oil & Gas Corporation         Oil and Gas Exploration          166,000        3,091,750      0.71%
* Harken Energy Corporation           Oil and Gas Exploration        1,300,000        2,112,500      0.48%
  Pioneer Natural Resources Co.       Oil & Gas                      1,433,300       15,766,300      3.60%
* Precision Drilling Corp.            Oil Well Services                 74,700        1,423,969      0.33%
- ----------------------------------------------------------------------------------------------------------
                                                                                     22,394,519      5.12%
FINANCE
- ----------------------------------------------------------------------------------------------------------
  Chase Manhattan Corp.               Banking                           86,400        7,484,400      1.71%
  Citigroup                           Banking                           76,800        3,648,000      0.83%
  Wells Fargo & Company               Banking                          185,300        7,921,575      1.81%
  Household International, Inc.       Consumer Lending                  75,000        3,553,125      0.81%
  American Express Company            Financial Services                94,400       12,283,800      2.81%
  Morgan Stanley Dean
   Witter Discover                    Financial Services                45,000        4,612,500      1.05%
  Orion Capital Corp.                 Insurance                        298,300       10,701,513      2.45%
  Progressive Corp.                   Insurance                         23,900        3,465,500      0.79%
  Transatlantic Holding               Insurance                         59,200        4,436,300      1.01%
  Washington Mutual, Inc.             Savings & Loan                   160,000        5,660,000      1.29%
- ----------------------------------------------------------------------------------------------------------
                                                                                     63,766,713     14.56%
HEALTH CARE & PHARMACEUTICALS
- ----------------------------------------------------------------------------------------------------------
* Ventana Medical Systems             Equipment                        105,000        2,024,531      0.46%
* Health Management Association       Facilities                       220,000        2,475,000      0.56%
  American Home Products Corp.        Pharmaceuticals                   91,000        5,232,500      1.20%
- ----------------------------------------------------------------------------------------------------------
                                                                                      9,732,031      2.22%
HOTELS
- ----------------------------------------------------------------------------------------------------------
  Host Marriott Corporation           Hotels and Resorts               688,071        8,170,843      1.87%
* Promus Hotel Corp.                  Hotels and Motels                250,000        7,750,000      1.77%
- ----------------------------------------------------------------------------------------------------------
                                                                                     15,920,843      3.64%
MEDIA
- ----------------------------------------------------------------------------------------------------------
  CBS Corp.                           Broadcasting                     135,400        5,881,437      1.34%
* Univision Communications, Inc.      Broadcasting                      40,000        2,640,000      0.60%
  Knight Ridder, Inc.                 Publishing                        35,000        1,922,813      0.44%
- ----------------------------------------------------------------------------------------------------------
                                                                                     10,444,250      2.38%
</TABLE>

The Masters' Select Funds                       Semiannual Report  June 30, 1999
<PAGE>
SCHEDULE OF INVESTMENTS AS OF JUNE 30, 1999 - UNAUDITED (continued)
<TABLE>
<CAPTION>
TECHNOLOGY                              INDUSTRY                    SHARES HELD   MARKET VALUE   PORTFOLIO %
- ----------------------------------------------------------------------------------------------------------
<S>                                   <C>                              <C>         <C>              <C>
* Commscope, Inc.                     Communications Equipment          97,400      $ 2,995,050      0.68%
* Dell Computer Corporation           Computer Hardware                138,200        5,109,081      1.17%
  Hewlett Packard Company             Computer Hardware                 77,000        7,738,500      1.77%
  International Business Machines     Computer Hardware                 80,000       10,340,000      2.36%
* Cisco Systems, Inc.                 Computer Networks                119,350        7,686,886      1.76%
* Convergys Corp.                     Computer Networks                134,000        2,579,500      0.59%
* UCAR International, Inc.            Electronic Instruments           680,000       17,170,000      3.92%
  Maxtor Corp.                        Hardware                         380,000        1,905,938      0.44%
* Sandisk Corp.                       Hardware                          68,000        3,057,875      0.70%
  Eaton Corp.                         Instruments                       80,000        7,360,000      1.68%
* Oak Industries, Inc.                Instruments                       60,000        2,621,250      0.60%
* Applied Materials, Inc.             Semiconductors                    68,900        5,089,988      1.16%
* Galileo Technology Limited          Semiconductors                    50,000        2,268,750      0.52%
* RF Micro Devices, Inc.              Semiconductors                    35,000        2,612,969      0.60%
  Texas Instruments                   Semiconductors                    89,600       12,992,000      2.97%
* Triquint Semiconductor, Inc.        Semiconductors                    99,700        5,667,322      1.29%
* Unitrode Corp.                      Semiconductors                   160,000        4,590,000      1.05%
* Bisys Group, Inc.                   Services                          40,000        2,341,250      0.53%
  First Data Corp.                    Services                         130,000        6,361,873      1.45%
* Cadence Design Systems, Inc.        Software                          80,600        1,027,650      0.23%
* Microsoft                           Software                          72,400        6,525,050      1.49%
* Sterling Software, Inc.             Software                         155,000        4,136,563      0.95%
  Verity, Inc.                        Software                          72,000        3,899,250      0.89%
* EMC Corp.                           Storage Devices                   64,500        3,547,500      0.81%
- ----------------------------------------------------------------------------------------------------------
                                                                                    129,624,245     29.61%
TELECOMMUNICATIONS
- ----------------------------------------------------------------------------------------------------------
* MCI Worldcom, Inc.                  Communications Services           88,000        7,570,750      1.73%
- ----------------------------------------------------------------------------------------------------------

TRANSPORTATION
- ----------------------------------------------------------------------------------------------------------
  AMR Corporation                     Airline                           59,400        4,054,050      0.93%
* FDX Corporation                     Express Mail and Freight         181,000        9,819,250      2.24%
* Seacor Smit, Inc.                   Water Transport                   50,000        2,675,000      0.61%
- ----------------------------------------------------------------------------------------------------------
                                                                                     16,548,300      3.78%

TOTAL COMMON STOCKS (COST $328,713,563)                                             423,389,954     96.74%

REPURCHASE AGREEMENTS (2.96%)                                       PAR VALUE
- ----------------------------------------------------------------------------------------------------------
State Street Bank and Trust Co. $10,910,000 at 4.4%                $10,910,000       10,910,000      2.49%
 (agreement dated 6/30/99; to be repurchased at
 $10,911,333 on 7/1/99; collateralized by $8,520,000
 in US Treasury Notes due 2/15/2019; cost $10,910,000,
 value $11,150,311)
State Street Bank and Trust Co. $2,035,000 at 4.85%                  2,035,000        2,035,000      0.47%
 (agreement dated 6/30/99; to be repurchased at
 $2,035,274 on 7/1/99; collateralized by $2,100,000
 in US Treasury Notes due 2/15/2019; cost $2,035,000,
 value $2,105,410)
- ----------------------------------------------------------------------------------------------------------
TOTAL REPURCHASE AGREEMENTS (COST $12,945,000)                                       12,945,000      2.96%

TOTAL INVESTMENTS (COST $341,658,563)                                               436,334,954     99.70%

CASH AND OTHER ASSETS, NET OF LIABILITIES                                             1,318,612      0.30%
- ----------------------------------------------------------------------------------------------------------
TOTAL NET ASSETS                                                                   $437,653,566    100.00%
==========================================================================================================
</TABLE>
* Non-income-producing securities

                       See Notes to Financial Statements.

                                       18
<PAGE>
MASTERS' SELECT INTERNATIONAL FUND REVIEW

Masters' Select  International had an outstanding first half of 1999. Of greater
importance,  it has outperformed all of its benchmarks by a wide margin over its
full life of one year and seven  months.  We created  the  Custom  International
Index to track the Fund against a benchmark that  approximates  the Fund's asset
allocation.  This index is composed of the MSCI EAFE Index (80% weighting),  the
MSCI EAFE Small Cap Index (10%  weighting)  and the MSCI  Emerging  Markets Free
Index (10% weighting).

PERFORMANCE THROUGH JUNE 30, 1999
                                                              Since Inception
                                                        ------------------------
                                                        Cumulative     Average
                                     Year                 Total        Annual
                                    to Date  12 Months   Return     Total Return
                                    -------  ---------   ------     ------------

Masters' Select International Fund   21.10%   17.68%     33.69%        20.20%
Lipper International Fund Index       6.90%    3.99%     21.37%        13.01%
MSCI EAFE Index                       3.84%    7.46%     25.66%        15.52%
Custom International Index            7.71%    9.05%     22.31%        13.56%

Past  performance  is no guarantee of future  results,  and investors may have a
gain or loss when they sell shares.All returns assume  reinvestment of dividends
and  capital  gains.  Indexes  are  unmanaged,  do not incur  fees and cannot be
invested in directly. Inception date of the Fund is December 1, 1997.

The explanation for your Fund's good  performance  was, quite simply,  effective
stock picking.  During the first half of 1999, performance was not the result of
large  exposure  to the hot  stock  markets  of Asia,  Japan  and parts of Latin
America.  In fact,  your Fund's  exposure to Japan peaked at 6.7%, far below the
benchmark's allocation. Exposure to Asia ex-Japan was only 8.1% at its peak, and
exposure to Mexico,  the hottest market in Latin America,  was zero. Your Fund's
largest exposure during the first half was to Europe. The return on the European
stock index was slightly  negative in dollar terms in the first half. The Fund's
regional  exposure  at  June  30,  1999,  is  illustrated  in  the  Schedule  of
Investments beginning on page 27.

Over the life of the Fund,  the high  returns  relative  to the  indexes and the
average  international  mutual fund have been the result of good  performance by
all  five   managers.   The   following   table   breaks  down  the   cumulative
(non-annualized)  performance of our managers  relative to their benchmarks from
the  Fund's   inception   through  June  30,  1999.  Three  of  the  four  "core
international"  managers beat the index  individually as well as beating it as a
group. Our lone small-cap  manager has handily  outperformed the MSCI EAFE Small
Cap Index over the life of the Fund.


The Masters' Select Funds                       Semiannual Report  June 30, 1999
<PAGE>
CUMULATIVE TOTAL RETURN SINCE INCEPTION - AS OF JUNE 30, 1999

Masters' "core international managers               38.91%

MSCI EAFE Index                                     25.66%

Past  performance  is no guarantee of future  results,  and investors may have a
gain or loss when they sell shares. All returns assume reinvestment of dividends
and  capital  gains.  Indexes  are  unmanaged,  do not incur  fees and cannot be
invested  in  directly.  The returns for the  Masters'  managers  are an equally
weighted average of the managers' returns since inception. Though the percentage
of the Fund's  assets  allocated  to each  manager  drifts  slightly  over time,
equally weighting the cumulative performance of the core international should be
a very close  approximation of the actual  performance if it had been calculated
based on the daily asset levels of each manager. Core international managers are
Helen Young Hayes, David Herro, Dan Jaworski and Mark Yockey.

Our  Masters'  managers  have also  outperformed  over the life of the Fund when
compared  with  their own funds.  Four of our five  managers  run public  mutual
funds.  The weighted  average  performance  of these four  managers for Masters'
compared with the weighted average performance of their own funds is impressive.
The cumulative  (non-annualized)  performance of our managers  relative to their
own publicly  available funds from our Fund's  inception  through June 30, 1999,
was as follows:

We  believe  that  the  magnitude  of  our  managers'  performance  relative  to
benchmarks and the breadth of their performance (four out of five outperforming)
make quite a convincing  argument in support of the Masters'  concept of skilled
stock pickers focusing only on their highest-conviction stocks.

CUMULATIVE TOTAL RETURN SINCE INCEPTION - AS OF JUNE 30, 1999

Weighted average Masters' performance     40.3%

Weighted average of managers' funds       34.7%

Past  performance  is no guarantee of future  results,  and investors may have a
gain or loss when they sell shares. All returns assume reinvestment of dividends
and capital  gains.  Weighted  average of managers'  funds equals the cumulative
total return  earned by the  unaffiliated  no-load funds managed by the managers
multiplied by the percentage of Masters' assets allocated to each manager. There
may be  differences  among  these funds with  regard to  charges,  expenses  and
investment  policies that affect performance.  Bruce Bee's Masters'  performance
and the performance of his publicly traded fund is included since April 1, 1998,
which coincides with the date he began managing the public fund.

                                       20
<PAGE>
LOOKING FORWARD

There continue to be reasonably  attractive  stock-picking  opportunities around
the world.  Other than Europe,  much of the world's  markets have not  performed
well in recent years,  so  valuations  are not  excessive.  Many of the emerging
markets are showing signs of recovery. Japan continues to struggle, but positive
change is slowly  occurring.  And though European  markets have been very strong
over  the  past  few  years,  most of our  stock  pickers  continue  to like the
prospects  of  selected  companies,  especially  in light  of the  opportunities
brought on by the euro and corporate restructuring.  That said, stocks fluctuate
over the short-term,  and there are plenty of risks that could temporarily upset
the apple cart. Longer-term investors should understand the importance of riding
out these periods to achieve good long-term returns.

Although we are  gratified  by the  excellent  performance  of  Masters'  Select
International,  we must point out that we don't expect  things to always be this
good. Our goal is to build a superior long-term record, outperforming index fund
alternatives  and the  Fund's  peer  group.  So far  that  has  been the case in
convincing fashion;  however, we expect to build this long-term performance with
some  detours  along  the  way,  including  some  periods  of  mediocre  or poor
performance.  Hopefully, our multimanager structure will minimize these periods,
but they  will  happen,  as they do with all good  funds.  We  believe  that our
shareholders  should  expect good  long-term  performance  from us and  superior
performance  more often than not, but you must also recognize that there will be
dips  along the way.  As  always,  we will  work to get  every  edge to meet our
long-term performance goals.

Please see the  introduction  to this report for a more general  discussion  and
important developments with respect to the Masters' Funds. In addition,  turn to
the  following  pages for an  interview  with  Mark  Yockey  (one of the  Fund's
managers) and stock descriptions by each manager.


The Masters' Select Funds                       Semiannual Report  June 30, 1999
<PAGE>
[PHOTO OF MARK YOCKEY]

An Interview with Mark Yockey

Mark Yockey manages approximately 22.5% of the Masters' Select
International Fund.

WHAT FIRST ATTRACTED YOU TO THE BUSINESS OF STOCK PICKING?

I have always been interested in understanding how businesses work. In addition,
my  experience  studying  abroad in  college  led to an  interest  in travel and
foreign cultures. Portfolio management allows me to combine these two interests.

HOW DID YOUR INVESTMENT PHILOSOPHY DEVELOP?

Early in my investment  career,  I became convinced that growth stocks offer the
best  long-term  return  potential  for overseas  investors.  My interest in how
businesses work, as opposed for example to global politics,  led to my bottom-up
approach.  Finally,  the thematic element of my process developed over time as a
way to focus my research efforts efficiently.

CAN YOU DESCRIBE THE KEY ELEMENTS OF YOUR STOCK PICKING DISCIPLINE?

I look for  companies,  of all sizes,  that I believe are positioned for strong,
sustainable growth in industries or themes that we think are compelling. We also
look for management teams that are incented with equity and have a U.S. approach
to increasing shareholder value.

YOU'VE BUILT A GREAT LONG-TERM RECORD AT ARTISAN  INTERNATIONAL  AND BEFORE THAT
AT UNITED INTERNATIONAL GROWTH. WHAT FACTORS HAVE BEEN MOST IMPORTANT IN DRIVING
YOUR SUCCESS?

First and foremost, I have always been committed to my investment philosophy.  I
believe that long-term  success is not only influenced by an investor's  ability
to develop a value-added  investment approach but also their discipline to stick
to it. My willingness to travel has also been an important factor in my success.
Through first-hand  observation of business operations and economic regions I am
able to obtain  critical  investment  information  that

                                       22
<PAGE>
I would otherwise have a difficult time understanding  from a distance,  such as
the quality of management, investment climate and market trends.

WHAT ARE YOUR MOST IMPORTANT SOURCES OF INFORMATION?

Basically,  anything  that Wall Street  doesn't  look at. Many of our best ideas
come from  company  managements  or  empirical  observations.  When  seeking out
investments,  I look for  companies  that are well run and focused.  Ultimately,
this boils down to the competence of management so I travel  extensively with my
team, meeting with management and observing businesses first-hand

HOW MUCH OF YOUR  RESEARCH  DO YOU DO  YOURSELF  AND IN WHAT WAYS DO YOU RELY ON
OTHER MEMBERS OF THE TEAM?

I have always  taken a team  approach to  investing.  At least two members of my
team are actively involved in the research of every company that we consider for
investment  and we  travel  together  when  we are  looking  for new  ideas  and
confirming existing beliefs.  While I ultimately make all buy and sell decisions
in the portfolio, my team is an invaluable component of the investment process.

MOST OF YOUR  HOLDINGS FOR MASTERS'  SELECT  INTERNATIONAL  HAVE BEEN  COMPANIES
DOMICILED IN EUROPE. WHAT'S BEHIND YOUR CONTINUED OPTIMISM WITH RESPECT TO STOCK
PICKING OPPORTUNITIES IN EUROPE?

The  structural  changes  occurring in Europe right now continue to offer unique
investment  opportunities and long-term potential.  For this reason and more, we
continue to be  positive  on Europe,  especially  in the  financial  and telecom
sectors  and we  intend  to  maintain  our  emphasis  in  this  region  for  the
foreseeable future.

YOU CURRENTLY HAVE NO HOLDINGS IN ASIA, IS ANYTHING ON YOUR RADAR YET?

We have been  following  Asia closely and are  beginning to see some  meaningful
reforms in Japan.  We confirmed  this belief on a recent trip to Japan and added
to our holdings when we returned.  However, while we are slowly beginning to add
names to our  portfolios  we will remain  cautious and highly  selective in this
area until we are  convinced  that the Asian  economies  can  support  sustained
growth.

HOW ATTRACTIVE ARE TODAY'S OPPORTUNITIES,  AT A STOCK PICKING LEVEL, COMPARED TO
OTHER POINTS IN TIME IN YOUR CAREER?

I can say, without hesitation,  that this is the best stock-picking  environment
that I have  ever  seen.  The  U.S.  economy  is  strong,  as  evidenced  by low
inflation,  low interest rates and strong consumer  confidence and this strength
has translated into global strength and opportunities.  Coupled with the changes
in Europe and the recovery in Asia, this leads to enormous potential.

WHAT ARE YOUR PRIMARY CONCERNS WITH RESPECT TO THE GENERAL INVESTMENT CLIMATE?

My primary  concern is that the U.S.  growth  rate will lead to higher  interest
rates worldwide.

HOW DOES RUNNING A VERY  CONCENTRATED  PORTFOLIO (THAT IS ALSO PART OF A BROADLY
DIVERSIFIED FUND) DIFFER FROM A MORE BROADLY DIVERSIFIED PORTFOLIO?

When  running  a  concentrated  portfolio  you  have  to be  willing  to  accept
significantly  more volatility in the  short-term.  The Masters' Select Fund, of
course, addresses this issue with multiple managers.


The Masters' Select Funds                       Semiannual Report  June 30, 1999
<PAGE>
MASTERS' SELECT INTERNATIONAL FUND STOCK HIGHLIGHTS

HUNG HING PRINTING GROUP, Bruce Bee

Hung  Hing  Printing  Group  Ltd.  was  founded  in Hong Kong in 1950 as a small
printing shop for office  stationary.  The Company's business evolved to include
the printing of paper  packaging  materials used primarily by toy  manufacturers
headquartered in Hong Kong exporting  throughout the world.  From the beginning,
Hung Hing built  manufacturing  facilities in mainland China to supply packaging
materials to mainland enterprises.  The Company has been quoted on the Hong Kong
stock exchange since 1992.

Today, the Company is a major printing and packaging company with  approximately
three  million  square  feet of  manufacturing  space in Hong Kong and  mainland
China.  Hung  Hing  has  nearly  1,000  customers  and has  developed  long-term
relationships  with  multinational  consumer product  companies such as Colgate,
Coca-Cola, Hasbro, Nestle, and Kellog. In 1997, the U.S. investment bank Goldman
Sachs  purchased  approximately  10% of Hung Hing  Printing at a price  slightly
above the current  share quote.  The meltdown in Asia in 1997 and 1998  severely
impacted  the price of Hung Hing  common  shares,  but had little  impact on the
operating  results of the  Company.  During 1997 and 1998 the  Company  reported
higher sales,  earnings,  earnings per share, and dividends.  In the seven years
ended March 31, 1999 Hung Hing's revenues, net profits, and dividends have grown
at average annual compound rates of 13.4%, 18%, and 41% respectively.

With substantial manufacturing capacity in place serving an increasing number of
international  brand name customers selling to China's emerging consumer market,
we believe Hung Hing's outlook remains very  favorable.  At recent price levels,
Hung Hing's stock was  available at  approximately  7x Earnings Per Share,  less
than 1.5x Book Value Per Share,  and has a Dividend Yield of 7.5%. With a return
on shareholders'  equity  consistently  above 20%, and having repurchased shares
throughout  the  turmoil in the Asian  markets,  we are very  encouraged  by the
shareholder orientation of Hung Hing's management and expect continued favorable
developments over the next several years.

CHINA TELECOM, Helen Young Hayes

Finding the best  companies  before they become market  darlings  often involves
uncovering  information that others overlook.  The task is even more challenging
when the  prospective  company  is in  China,  perhaps  one of the  most  opaque
financial  markets in the world.  And when the  company is a player in a rapidly
changing industry like telecommunications, it can become nearly impossible.

We recognized that deregulation of Mainland China's Telecommunications  industry
was   inevitable.   Thanks  to  our   far-reaching   knowledge   of  the  global
telecommunications  industry,  we also believed that wireless was almost certain
to emerge as the most profitable mode of  communication in Asia.

                                       24
<PAGE>
These facts led us to China Telecom,  a wireless company created in 1997 through
the  privatization of  government-controlled  cellular assets. We knew that this
virtual  monopoly,  situated  in one  of  the  fastest  growing  industries  and
economies in the world, had the potential to become a tremendous growth story.

While we were impressed by the company's rapidly  expanding  subscriber base and
outstanding  operating  metrics,  we were also intrigued by several  intangibles
that weren't  immediately  evident in the data.  We  anticipated  the  company's
recent  announcement  that it would drop  installation  fees to zero  within two
years,  news that forced  other  investors to quickly  revise their  revenue and
earnings  projections  for the company.  We also  recognized  that the company's
practice of charging a service premium  relative to Unicom,  a rapidly  emerging
competitor, represented brand strength--an extremely powerful asset in any newly
competitive market. Perhaps even more surprising was the fact that the company's
CEO was extremely  sensitive to creating and  preserving  shareholder  value,  a
startling trait for a company operating from within one of the world's last true
bastions of communist  control.  In short,  we discovered that China Telecom was
much more than another telecom deregulation play--and that China itself has come
a long way since the days of Chairman Mao.

ROYAL DOULTON PLC, David Herro

Royal Doulton is a U.K. based company that  manufactures  and  distributes  fine
china  tableware  and giftware.  The company  spun-out of Pearson PLC about four
years ago and though it had an  extremely  strong  brand name and very  valuable
distribution channels, was poorly managed.

We have been purchasing Royal Doulton because under new management,  the company
has regained focus and is beginning to take  advantage of its strengths.  It has
aggressively lowered costs, narrowed its product range, freed up working capital
and has elevated its marketing  efforts.  The Royal Doulton brand name is number
one in its category in the United Kingdom, Canada and Australia, and has a great
opportunity in the USA.

Currently,  the  company  is  trading  at 60% of its  sales  and 5.5  times  its
operating  profit.  In the  future,  we feel  Royal  Doulton  should be  trading
somewhere  near 150% of its sales and 12-14 times its operating  profit,  giving
the investment huge upside.

Besides the recovery story, there is great growth potential in both the giftware
sector,  which is highly profitable,  and in expanding  tableware in areas which
they are under  exposed  such as Europe and the USA. All in all, in the next two
to four years,  we feel the company is worth at least  double its current  share
price of 128p.

STMICROELECTRONICS, Dan Jaworski

STMicroelectronics-  headquartered in the Netherlands, is a global semiconductor
company.  The company designs,  manufactures,  and markets an extensive range of
semiconductor  integrated  circuits  (IC) and  discrete  devices  used in a wide
variety    of    microelectronic    applications.    Its    customers    include
telecommunications  systems (25%of revenues),  computer systems (26%),  consumer
products (21%),  automobile  products (12%), and industrial  automation  systems
(16%). The company conducts business  worldwide with Europe  representing 42% of
sales,  the US 22%,  Japan  5%,  and the  rest of the  world  31%.


The Masters' Select Funds                       Semiannual Report  June 30, 1999
<PAGE>
The company currently ranks as the ninth largest  semiconductor  manufacturer in
the world. However, it has a world leadership position in 78% of the products it
manufacturers.  These products include dedicated and mixed signal IC, power, and
non-volatile memories. The company is not involved in the commodity DRAM market.
STM  continues  to focus its efforts on  developing  proprietary  products  that
afford  both  higher  margins  and  resiliency  against  industry  cycles.  This
strategic approach has lead to a focus on developing "system-on-a-chip" products
that are  becoming  smaller with  greater  complexity.  The growth rate of these
products is expected to exceed 20% for the next five years.

The company is expected  to grow  revenues by 15% and  earnings by 25% both this
year and next.  The company has proven that it can maintain gross margins in the
38-42% range over a semiconductor cycle. The margin is expected to be at the top
of this range as the cycle begins to accelerate  into next year.  Pretax margins
are expected to rise from12.5% to 16% as capacity utilization rates increase and
general expenses remain constant.  The company is free cash flow positive and is
expected to generate  over $400 million of cash next year.  The balance sheet is
very strong with interest  coverage over 5 times while generating a ROE of +15%.
STMicroelectronics  is an  excellent  example  of  the  type  of  high  quality,
industry-leading  company our investment  philosophy  leads us to invest in. The
stock,  relative to its industry peers (Texas Instruments,  Linear Tech, Xilinx,
and  Motorola),  is selling at a 25% - 30%  discount  on an earnings  basis.  We
believe that  STMicroelectronics  should  trade at an industry  multiple on this
measure due to the outstanding prospects of the company.

GROUPE DANONE, Mark Yockey

Groupe Danone is the largest food manufacturer in France,  and the third largest
food group in Europe. It also has a significant presence in the U.S. with Dannon
yogurt  and  Evian  bottled  water,   two  premier  brands   enjoying   national
distribution.  Danone operates in three primary businesses; dairy, beverages and
biscuits.  Their brands enjoy strong  market share with yogurt and bottled water
claiming the number one or two  positions  in most of its markets.  In addition,
sales growth has been strong,  particularly in the beverage  business.  Danone's
annual bottled water sales are growing over 10% worldwide,  including 30% in the
U.S. and 40% in the Far East.

The factors  contributing  to the  strength  and growth of the  business are the
reasons why we first became interested in the stock. Strategically,  the company
has chosen to focus on these  three core  divisions,  while  shedding  its lower
margin  divisions,  containers,  grocery and,  perhaps,  brewing.  The company's
emphasis on increased brand awareness has also  strengthening  its selling power
and  has  enabled  it  to  capitalize  on  consumer  trends  towards   healthier
lifestyles.  We expect these factors and a strong management team who is focused
on  increasing  shareholder  value to lead to  strong  expansion  of  sales  and
earnings in coming years.

Finally,  at 11X  1999E  EBITDA,  we  believe  that  the  stock  price  does not
adequately reflect the company's current profitability or potential.

- --------------------------------------------------------------------------------
Neither the  information  contained  herein nor any opinion  expressed  shall be
construed to constitute an offer to sell or a solicitation to buy any securities
mentioned herein. The views expressed herein are those of the portfolio managers
at the time commentaries are made and may not be reflective of current opinions.

                                       26
<PAGE>
MASTERS' SELECT INTERNATIONAL FUND PORTFOLIO SUMMARY

  Portfolio Composition by Region         Portfolio Composition by Asset Class
  (6/30/99)                               (6/30/99)
  Cash and Other Investments    5.0%      Cash and Other Investments 5.0%
  Australia/New Zealand         2.9%      Emerging  Markets 16.7%(1)
  Israel                        3.0%      Developed Country Small-Caps 17.0%(2)
  Japan                         3.7%      Developed Country Large-Caps 61.3%(3)
  Latin America                 6.1%
  Asia (ex-Japan)               7.5%
  Canada                        7.7%
  United Kingdom               15.5%
  Europe (ex-UK)               48.6%

1  Includes Hong Kong (6.0%) and Singapore (1.5%), which are not technically
   emerging markets
2  Market capitalization < $800 million
3  Market capitalization > $800 million

SCHEDULE OF INVESTMENTS AS OF JUNE 30, 1999 - UNAUDITED
<TABLE>
<CAPTION>

COMMON STOCKS (95.00%)                          SECTOR/INDUSTRY     SHARES HELD      MARKET VALUE   PORTFOLIO %
- -------------------------------------------------------------------------------------------------------------
<S>                                           <C>                     <C>            <C>                <C>
ARGENTINA
- -------------------------------------------------------------------------------------------------------------
  Quilmes Industrial Quinsa                   Consumer Products       175,500        $2,171,813         1.82%
- -------------------------------------------------------------------------------------------------------------

AUSTRALIA
- -------------------------------------------------------------------------------------------------------------
  Brambles Industries Limited                 Transportation           84,000         2,210,022         1.85%
- -------------------------------------------------------------------------------------------------------------

BRAZIL
- -------------------------------------------------------------------------------------------------------------
* Telecomunicacoes Brasileiras S.A.           Telecommunications       21,600         1,948,050         1.63%
  Uniao De Bancos Brasilieros S.A.            Finance                  76,500         1,840,781         1.54%
- -------------------------------------------------------------------------------------------------------------
                                                                                      3,788,831         3.17%
CANADA
- -------------------------------------------------------------------------------------------------------------
* Danier Leather Inc.                         Consumer Products       145,000           738,540         0.62%
* Rogers Communications                       Telecommunications       76,291         1,234,961         1.03%
  BCE Inc.                                    Telecommunications       40,000         1,955,857         1.64%
  AT & T Canada, Inc.                         Telecommunications       81,500         5,221,094         4.37%
- -------------------------------------------------------------------------------------------------------------
                                                                                      9,150,452         7.66%
FINLAND
- -------------------------------------------------------------------------------------------------------------
  Nokia Corp                                  Technology               36,000         3,154,402         2.64%
  Nokia Corp Sponsored ADR                    Technology               48,650         4,454,516         3.73%
- -------------------------------------------------------------------------------------------------------------
                                                                                      7,608,918         6.37%
FRANCE
- -------------------------------------------------------------------------------------------------------------
* STMicroelectronics                          Technology               41,200         2,858,250         2.39%
  Cap Gemini                                  Business Services        13,423         2,108,774         1.76%
  Chargeurs                                   Consumer Products        24,500         1,363,815         1.14%
  Groupe Danone                               Consumer Services         9,400         2,422,498         2.03%
  AXA UAP                                     Finance                  15,000         1,829,244         1.53%
- -------------------------------------------------------------------------------------------------------------
                                                                                     10,582,581         8.85%
</TABLE>
The Masters' Select Funds                       Semiannual Report  June 30, 1999
<PAGE>
SCHEDULE OF INVESTMENTS AS OF JUNE 30, 1999 - UNAUDITED (continued)
<TABLE>
<CAPTION>
GERMANY                                        SECTOR/INDUSTRY     SHARES HELD      MARKET VALUE   PORTFOLIO %
- -------------------------------------------------------------------------------------------------------------
<S>                                           <C>                     <C>            <C>                <C>
  Mannesmann AG                               Basic Industries         75,272       $11,227,875         9.39%
  Porsche AG                                  Transportation              491         1,154,016         0.97%
- -------------------------------------------------------------------------------------------------------------
                                                                                     12,381,891        10.36%
HONG KONG
- -------------------------------------------------------------------------------------------------------------
  Hung Hing Printing                          Business Services     1,615,000           666,100         0.56%
  China Telecom                               Telecommunications      576,000         1,599,876         1.34%
  Giordano International Limited              Consumer Products     3,720,000         2,637,074         2.20%
  JCG Holdings Limited                        Finance               4,753,000         2,266,659         1.90%
- -------------------------------------------------------------------------------------------------------------
                                                                                      7,169,709         6.00%
IRELAND
- -------------------------------------------------------------------------------------------------------------
* Saville Systems PLC                         Technology              105,000         1,525,781         1.28%
- -------------------------------------------------------------------------------------------------------------

ISRAEL
- -------------------------------------------------------------------------------------------------------------
* Orbotech Limited                            Technology               18,000           928,125         0.78%
* Comverse Technology                         Technology               35,250         2,659,172         2.22%
- -------------------------------------------------------------------------------------------------------------
                                                                                      3,587,297         3.00%
ITALY
- -------------------------------------------------------------------------------------------------------------
  Industria Macchine Automatiche SpA          Basic Industries        115,300           778,870         0.65%
  FILA Holdings SpA                           Consumer Products       203,000         2,397,938         2.01%
- -------------------------------------------------------------------------------------------------------------
                                                                                      3,176,808         2.66%
JAPAN
- -------------------------------------------------------------------------------------------------------------
  Takeda Chemicals Industries                 Basic Industries         30,000         1,391,254         1.16%
  Fujitsu Limited                             Technology               67,000         1,348,640         1.13%
* NTT Mobile Communications                   Telecommunications          125         1,678,102         1.40%
- -------------------------------------------------------------------------------------------------------------
                                                                                      4,417,996         3.69%
NETHERLANDS
- -------------------------------------------------------------------------------------------------------------
  Van Melle                                   Consumer Products        16,000         1,026,727         0.86%
  Koninklijke Ahold NV                        Consumer Services        71,000         2,444,558         2.05%
  Wolters Kluwer                              Media                    44,076         1,753,820         1.47%
  Getronics NV                                Technology               14,081           542,229         0.45%
  Phillips Electronic                         Technology                6,136         2,281,423         1.91%
* United International Holdings, Inc.         Telecommunications       26,880         1,818,600         1.52%
- -------------------------------------------------------------------------------------------------------------
                                                                                      9,867,357         8.26%
NEW ZEALAND
- -------------------------------------------------------------------------------------------------------------
  Fernz Corp.                                 Basic Industries        440,000         1,271,951         1.06%
- -------------------------------------------------------------------------------------------------------------

NORWAY
- -------------------------------------------------------------------------------------------------------------
* Norsk Lotteridrift                          Consumer Services       275,000           872,407         0.73%
- -------------------------------------------------------------------------------------------------------------

PANAMA
- -------------------------------------------------------------------------------------------------------------
  Banco Latinoamericano                       Finance                  50,500         1,350,875         1.13%
- -------------------------------------------------------------------------------------------------------------

PORTUGAL
- -------------------------------------------------------------------------------------------------------------

  Investec Consultadoria Internacional S.A.   Media                    30,000           909,983         0.76%
- -------------------------------------------------------------------------------------------------------------
</TABLE>
                                       28
<PAGE>
SCHEDULE OF INVESTMENTS AS OF JUNE 30, 1999 - UNAUDITED (continued)
<TABLE>
<CAPTION>
SINGAPORE                                     SECTOR/INDUSTRY     SHARES HELD      MARKET VALUE   PORTFOLIO %
- -------------------------------------------------------------------------------------------------------------
<S>                                           <C>                     <C>            <C>                <C>
  Mandarin Oriental  International Limited    Hotels                2,090,000        $1,839,200         1.54%
- -------------------------------------------------------------------------------------------------------------

SPAIN
- -------------------------------------------------------------------------------------------------------------
  Telefonica S.A.                             Telecommunications       45,113         2,177,817         1.82%
- -------------------------------------------------------------------------------------------------------------

SWEDEN
- -------------------------------------------------------------------------------------------------------------
  Assa Alboy                                  Basic Industries        166,060         1,834,896         1.53%
  Nobel Biocare                               Health Care              70,000         1,030,746         0.86%
- -------------------------------------------------------------------------------------------------------------
                                                                                      2,865,642         2.39%
SWITZERLAND
- -------------------------------------------------------------------------------------------------------------
  UBS AG                                      Finance                   7,000         2,088,612         1.75%
  Roche Holdings AG                           Health Care                 170         1,746,897         1.46%
  Synthes Stratec Holding AG                  Health Care               4,350         1,381,840         1.16%
  PubliGroupe S.A.                            Business Services         1,650           901,871         0.75%
- -------------------------------------------------------------------------------------------------------------
                                                                                      6,119,220         5.12%
UNITED KINGDOM
- -------------------------------------------------------------------------------------------------------------
* Standard Chartered                          Finance                 166,000         2,702,923         2.26%
  Cordiant Communications Group               Business Services       936,000         2,574,521         2.15%
  Royal Doulton PLC                           Consumer Products     1,175,000         2,444,764         2.05%
  Racal Electronics                           Technology              390,000         2,375,961         1.99%
  Tomkins  PLC                                Business Services       484,971         2,102,198         1.76%
  Capita Group PLC                            Business Services       195,057         2,018,466         1.69%
  Securicor                                   Business Services       200,000         1,760,672         1.47%
  Saatchi & Saatchi PLC                       Business Services       465,000         1,572,924         1.32%
  Victrex PLC                                 Basic Industries        330,000           946,696         0.79%
- -------------------------------------------------------------------------------------------------------------
                                                                                     18,499,125        15.48%

TOTAL COMMON STOCKS (COST $91,243,384)                                              113,545,676        95.00%

REPURCHASE AGREEMENTS (1.80%)                                          PAR VALUE
- -------------------------------------------------------------------------------------------------------------
  State Street Bank and Trust Co. $2,157,000 at 4.4%                  $2,157,000      2,157,000         1.80%
  (agreement dated 6/30/99; to be repurchased at $2,157,264
  on 7/1/99; collateralized by $1,690,000 in US Treasury Notes
  due 2/15/2019; cost $2,157,000, value $2,211,740)

US TREASURY OBLIGATIONS (2.00%)
- -------------------------------------------------------------------------------------------------------------
  Federal Home Loan Bank Mortgage Discount Note                        2,400,000      2,400,000         2.00%
  4.60%, 7/1/99 (cost $2,400,000)
- -------------------------------------------------------------------------------------------------------------
TOTAL SHORT TERM INVESTMENTS (COST $4,557,000)                                        4,557,000         3.80%

TOTAL INVESTMENTS (COST $95,800,384)                                                118,102,676        98.80%

CASH AND OTHER ASSETS, NET OF LIABILITIES                                             1,436,267         1.20%
- -------------------------------------------------------------------------------------------------------------

TOTAL NET ASSETS                                                                   $119,538,943       100.00%
=============================================================================================================
</TABLE>
* Non-income-producing securities

                       See Notes to Financial Statements.

The Masters' Select Funds                       Semiannual Report  June 30, 1999
<PAGE>
STATEMENTS OF ASSETS AND LIABILITIES AS OF JUNE 30, 1999 - UNAUDITED
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS                                                EQUITY FUND   INTERNATIONAL FUND
                                                      -----------   ------------------
<S>                                                  <C>               <C>
   Investments in securities, at value (cost
    of $341,658,563 and $95,800,384)                 $436,334,954      $118,102,676
   Cash, including foreign currencies, at
    value (cost of $0 and $235,358)                       308,669           259,942
   Receivables:
    Fund shares sold                                      300,916           160,318
    Investment income                                     413,069           289,770
    Investment securities sold                          8,093,420         2,732,703
   Unrealized gain on forward exchange contracts               --           171,753
   Deferred organizational costs                           51,873            25,963
   Prepaid expenses                                        16,591             7,684
                                                     ------------      ------------
   Total assets                                       445,519,492       121,750,809

LIABILITIES
   Payables:
     Fund shares redeemed                                 100,166            13,506
     Investment securities purchased                    7,206,058         1,999,754
     Investment advisory fees                             409,348           104,974
   Unrealized loss on forward exchange contracts              238            10,627
   Accrued expenses and other                             150,116            83,005
                                                     ------------      ------------
   Total liabilities                                    7,865,926         2,211,866

NET ASSETS                                           $437,653,566      $119,538,943
                                                     ============      ============
COMPOSITION OF NET ASSETS
   Paid-in capital                                   $286,553,967      $ 96,036,581
   Undistributed net investment income                    751,921           266,985
   Undistributed net realized gains                    55,671,525           773,771
   Net unrealized appreciation                         94,676,153        22,461,606
                                                     ------------      ------------

NET ASSETS                                           $437,653,566      $119,538,943
                                                     ------------      ------------
   Number of shares, $0.01 par value, issued
    and outstanding (unlimited shares authorized)      26,488,162         9,013,809
                                                     ------------      ------------

NET ASSET VALUE PER SHARE                            $      16.52      $      13.26
                                                     ============      ============
</TABLE>
                       See Notes to Financial Statements.

                                       29
<PAGE>
STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED ON JUNE 30, 1999 - UNAUDITED
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

INVESTMENT INCOME                                             EQUITY FUND     INTERNATIONAL FUND
                                                              -----------     ------------------
<S>                                                         <C>               <C>
   Income
      Dividend income
      (net of foreign taxes of $33,859 and $97,860)          $  2,524,161       $    868,375
      Interest income                                             422,050            121,200
                                                             ------------       ------------
   Total income                                                 2,946,211            989,575

   Expenses Advisory fees                                       2,222,492            577,764
      Transfer agent fees                                         118,445             17,829
      Accounting fees                                              47,171             41,333
      Custodian fees                                               58,435             55,229
      Administration fees                                          96,845             25,274
      Registration fees                                            25,445             17,808
      Shareholder reporting                                        38,595              8,545
      Professional Fees                                            19,595             16,827
      Trustees fees                                                 7,421              7,421
      Insurance                                                    11,946              2,946
      Amortization of deferred organizational costs                10,570              3,745
      Miscellaneous expenses                                       22,607              6,482
                                                             ------------       ------------
   Total expenses                                               2,679,567            781,203

   Less: Advisory fees waived                                      40,674             52,546
         Expenses paid indirectly                                  12,425              6,067
                                                             ------------       ------------
   Net expenses                                                 2,626,468            722,590
                                                             ============       ============

   NET INVESTMENT INCOME                                          319,743            266,985

REALIZED AND UNREALIZED GAINS (LOSSES)

   Net realized gain (loss):
      Investments                                              49,335,725          8,289,772
      Foreign currency transactions                              (895,815)        (1,283,797)
                                                             ------------       ------------
         Net realized gain                                     48,439,910          7,005,975

   Net unrealized appreciation on:
      Investments                                              31,264,500         12,858,819
      Foreign currency transactions                               901,758            206,533
                                                             ------------       ------------
         Net unrealized appreciation                           32,166,258         13,065,352
                                                             ============       ============

   NET REALIZED AND UNREALIZED GAINS                           80,606,168         20,071,327

   NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS      $ 80,925,911       $ 20,338,312
                                                             ============       ============
</TABLE>
                       See Notes to Financial Statements.


The Masters' Select Funds                       Semiannual Report  June 30, 1999
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS - EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                          For the six months        For the year ended
INCREASE (DECREASE) IN NET ASSETS                        ended June 30, 1999*        December 31, 1998
                                                         --------------------        -----------------
<S>                                                        <C>                        <C>
      Net investment income                                  $     319,743              $   1,110,694
      Net realized gain                                         48,439,910                  7,401,690
      Net unrealized appreciation                               32,166,258                 38,717,985
                                                             -------------              -------------
   Net increase in net assets from operations                   80,925,911                 47,230,369
      Distributions to shareholders:
      From net investment income                                        --                   (716,884)
      From net realized gains                                           --                   (257,199)
                                                             -------------              -------------
   Total distributions                                                  --                   (974,083)
      Fund share transactions:
      Proceeds from shares sold                                 33,328,328                152,586,067
      Net asset value of shares issued on
      reinvestment of distributions                                     --                    963,287
      Cost of shares redeemed                                  (82,058,560)               (91,223,564)
                                                             -------------              -------------
   Net increase (decrease) from Fund share transactions        (48,730,232)                62,325,790
                                                             =============              =============
   NET INCREASE IN NET ASSETS                                   32,195,679                108,582,076

   NET ASSETS
      Beginning of period                                      405,457,887                296,875,811
                                                             =============              =============
      End of period                                          $ 437,653,566              $ 405,457,887
                                                             =============              =============
   CHANGE IN SHARES
      Shares sold                                                2,270,423                 12,130,365
      Shares issued on reinvestment of distributions                    --                     76,118
      Shares redeemed                                           (5,654,607)                (7,397,559)
                                                             =============              =============

      NET INCREASE (DECREASE)                                   (3,384,184)                 4,808,924
                                                             -------------              -------------
</TABLE>

* Unaudited

                       See Notes to Financial Statements.

                                       32
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS - INTERNATIONAL FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                       For the six months        For the year ended
                                                      ended June 30, 1999*        December 31, 1998
INCREASE (DECREASE) IN NET ASSETS                     --------------------        -----------------
<S>                                                        <C>                        <C>
   Operations:
      Net investment income                               $     266,985             $    763,812
      Net realized gain (loss)                                7,005,975               (6,214,611)
      Net unrealized appreciation                            13,065,352                9,823,019
                                                          -------------             ------------
   Net increase in net assets from operations                20,338,312                4,372,220
      Distributions to shareholders:
      From net investment income                                     --                 (769,458)
      From net realized gains                                        --                       --
                                                          -------------             ------------
   Total distributions                                               --                 (769,458)
      Fund share transactions:
      Proceeds from shares sold                              28,900,630               72,841,892
      Net asset value of shares issued on
      reinvestment of distributions                                  --                  737,560
      Cost of shares redeemed                               (24,920,277)             (27,896,100)
                                                          -------------             ------------
      Net increase from Fund share transactions               3,980,353               45,683,352
                                                          =============             ============
      NET INCREASE IN NET ASSETS                             24,318,665               49,286,114

   NET ASSETS
      Beginning of period                                    95,220,278               45,934,164
                                                          =============             ============
      End of period                                       $ 119,538,943             $ 95,220,278
                                                          =============             ============
   CHANGE IN SHARES
      Shares sold                                             2,346,238                6,729,487
      Shares issued on reinvestment of distributions                 --                   68,609
      Shares redeemed                                        (2,026,938)              (2,751,817)
                                                          =============             ============
      Net increase                                              319,300                4,046,279
                                                          -------------             ------------
</TABLE>

* Unaudited

                       See Notes to Financial Statements.


The Masters' Select Funds                       Semiannual Report  June 30, 1999
<PAGE>
<TABLE>
<CAPTION>
                                                         EQUITY FUND                       INTERNATIONAL FUND
                                            1/1/99-       1/1/98-     1/1/97**-     1/1/99-       1/1/98-     12/1/97***
                                           6/30/99^      12/31/98     12/31/97     6/30/99^      12/31/98    12/31/97
                                           --------      --------     --------     --------      --------    --------
<S>                                       <C>           <C>          <C>          <C>            <C>         <C>
Net asset value, beginning of period      $  13.57      $  11.84     $  10.00     $  10.95       $  9.88     $ 10.00
                                          --------      --------     --------     --------       -------     -------
Income (loss) from investment operations
Net investment income                         0.01          0.03         0.03         0.03          0.08       --
  Net realized and unrealized gain (loss)     2.94          1.73         2.90         2.28          1.08       (0.12)
                                          --------      --------     --------     --------       -------     -------
Total from investment operations              2.95          1.76         2.93         2.31          1.16       (0.12)
                                          --------      --------     --------     --------       -------     -------
Less distributions
  From net investment income                    --         (0.02)       (0.03)          --         (0.09)         --
  From net realized gains                       --         (0.01)       (1.06)          --            --          --
                                          --------      --------     --------     --------       -------     -------
 Total distributions                            --         (0.03)       (1.09)          --         (0.09)         --
                                          ========      ========     ========     ========       =======     =======

 NET ASSET VALUE, END OF PERIOD           $  16.52      $  13.57     $  11.84     $  13.26       $ 10.95     $  9.88
                                          ========      ========     ========     ========       =======     =======
Total return                                 21.73%        14.90%       29.11%       21.10%        11.74%      (1.20)%

Net assets at end of period (in 000's)    $437,654      $405,458     $296,876     $119,539       $95,222     $45,934
                                          --------      --------     --------     --------       -------     -------
Ratio of expenses to average net assets       1.30%+*       1.38%+       1.47%+       1.38%++*      1.55%++     1.77%++*
                                          --------      --------     --------     --------       -------     -------
Ratio of net investment income to
  average net assets                          0.16%*        0.30%        0.12%        0.50%*        0.87%       0.42%*
                                          --------      --------     --------     --------       -------     -------
Portfolio turnover rate                      50.29%       135.41%      145.11%       55.52%        73.59%       0.00%
                                          --------      --------     --------     --------       -------     -------
</TABLE>

^    Unaudited.
*    Annualized
**   Operations commenced December 31, 1996.
+    Includes custody fees paid indirectly which amount to 0.00%,  0.01% and
     0.03%,  respectively,  of average  net assets for the six months  ended
     June  30,  1999  and the  years  ended  December  31,  1998  and  1997,
     respectively.
***  Operations commenced December 1, 1997.
++   Includes custody fees paid indirectly which amount to 0.00%,  0.01% and
     0.06%,  respectively,  of average  net assets for the six months  ended
     June  30,  1999 and the  periods  ended  December  31,  1998 and  1997,
     respectively.

                       See Notes to Financial Statements.

                                       34
<PAGE>
NOTES TO FINANCIAL STATEMENTS.

1. ORGANIZATION

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

The  Masters'  Select  Equity Fund is a growth  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.

The Masters' Select  International  Fund invests primarily in foreign companies.
It seeks to increase the value of your  investment  over the  long-term by using
the combined  talents and favorite  stock-picking  ideas of five highly regarded
international portfolio managers.

2. SIGNIFICANT ACCOUNTING POLICIES

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

Security  Valuation  --  Portfolio  securities  that are listed or  admitted  to
trading    on   an    exchange,    Nasdaq    National    Market    System,    or
over-the-counter-market are valued at the last sales price or, if there has been
no sale  that  day,  at the mean  between  the  closing  bid and  asked  prices.
Securities for which market prices are not readily  available are valued at fair
value as 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  Funds  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
reporting  period.  Purchases  and sales of  investment  securities,  income and
expenses are translated on the respective dates of such transactions.

The funds do 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.

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,  and the  differences  between the amounts of
dividends,  interest, and foreign withholding taxes recorded on the Funds' 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.

Forward  Exchange  Contracts.  The Funds may utilize  forward  foreign  currency
exchange contracts ("forward contracts") under which it is obligated to exchange
currencies at specific  future dates and at specified  rates,  and is subject to
the   risks   of   foreign   exchange   fluctuations.    All   commitments   are
"marked-to-market"  daily  and any  resulting  unrealized  gains or  losses  are
included  as  unrealized   appreciation   (depreciation)   on  foreign  currency
denominated assets and liabilities. The Funds record realized gains or losses at
the time the  forward  contract  is settled.  Counter  parties to these  forward
contracts are major U.S. financial institutions.

Federal Income Taxes -- The Funds intend to comply with the  requirements of the
Internal Revenue Code applicable to regulated investment companies. 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).  Dividend 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 Funds
are accreted and amortized to maturity using the effective interest method.

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  agreements  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 sixty months commencing with a Fund's 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.

Other -- Under  terms of the  Trust's  Custodial  Agreement,  the Funds may earn
credits,  based on custody cash balances,  to be applied to custodian  fees. For
the six months  ended June 30,  1999,  the credits  were  $12,425 and $6,607 for
Masters'   Select   Equity  Fund  and  Masters'   Select   International   Fund,
respectively.

3. MANAGEMENT FEES AND TRANSACTIONS WITH AFFILIATES

The Trust, on behalf of the Funds, entered into an Investment Advisory Agreement
(the "Agreement") with Litman/Gregory Fund Advisors, LLC (the "Advisor").  Under
the terms of the Agreement, the Funds pay a fee to the Advisor equal to 1.10% of
the  average  daily net assets of the Funds.  For the year ending  December  31,
1999, the Advisor has contractually  agreed to waive 0.02% of its fee calculated
on the average daily net assets of the Masters'  Select Equity Fund and 0.10% of
its fee  calculated  on the  average  daily net  assets of the  Masters'  Select
International Fund.

The  Trust,  on behalf of the Funds,  has also  entered  into an  Administration
Agreement with Investment Company Administration,  L.L.C. (the "Administrator").
Under its terms,  the Funds pay a fee, payable monthly 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 the next $150 million,  0.025% of the
next $250  million and 0.0125%  thereafter,  subject to a minimum fee of $40,000
per Fund.

Affiliated entities of the Trust received net commissions on sales of the Funds'
portfolio  securities  for the six months ended June 30, 1999, of $14,420 and $0
for the Masters'  Select  Equity Fund and Masters'  Select  International  Fund,
respectively.

Each unaffiliated Trustee is compensated by the Trust at the rate of $10,000 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 months ended June 30, 1999, were as follows:

                  EQUITY           INTERNATIONAL
                   FUND                FUND
               ------------        -----------
Purchases      $194,317,638        $56,474,505
Sales           245,390,739         55,885,772


The Masters' Select Funds                       Semiannual Report  June 30, 1999
<PAGE>
At June 30, 1999, the aggregate  unrealized  appreciation  and  depreciation  of
portfolio  securities  based on cost for  federal  income  tax  purposes  was as
follows:

                                        EQUITY           INTERNATIONAL
                                         FUND                FUND
                                     ------------        -----------
Total Tax Cost                       $341,852,656        $95,761,391
                                     ============        ===========
Gross Unrealized Appreciation        $109,463,839        $25,613,269
Gross Unrealized Depreciation         (14,981,541)        (3,271,984)
                                     ------------        -----------
Net Unrealized Appreciation           $94,482,298        $22,341,285
                                     ============        ===========

The International  Fund has a capital loss carryforward of $4,971,788,  which is
available to offset future capital gains. This carryforward  expires in 2006. At
December 31, 1998, the International  Fund had deferred capital losses occurring
subsequent to October 31, 1998 of $986,777.  For tax purposes,  such losses will
be reflected in the year ending December 31, 1999.

5. OFF-BALANCE-SHEET RISK

The Funds have been  parties to  financial  instruments  with  off-balance-sheet
risk,  primarily forward exchange contracts,  in order to minimize the impact on
the Funds from adverse changes in the  relationship  between the U.S. dollar and
foreign  currencies.  These  instruments  involve  market  risk in excess of the
amount  recognized on the Statement of Assets and Liabilities.  Risks arise from
the possible  inability of counter parties to meet the terms of their contracts,
future  movement in currency  values and contract  positions  that are not exact
offsets.  The contract amount indicates the extent of the Funds'  involvement in
such currencies.

A forward  exchange  contract  is an  agreement  between two parties to exchange
different  currencies at a specific rate at an agreed future date. The contracts
are reported in the financial  statements at the Funds' net equity,  as measured
by the difference  between the forward  exchange rates at the reporting date and
the forward  exchange  rates at the day of entry into the contract.  At June 30,
1999, the Funds had the following forward exchange contracts outstanding:

MASTERS' SELECT EQUITY FUND

NET UNREALIZED LOSS ON OFFSETTING FORWARD EXCHANGE CONTRACTS              ($238)
================================================================================

Masters' Select International Fund
<TABLE>
<CAPTION>
                                             IN EXCHANGE FOR      SETTLEMENT    UNREALIZED
                                                                     DATE       GAIN (LOSS)
CONTRACTS TO BUY
<S>                                         <C>                     <C>           <C>
          27,190 British Pound Sterling      U.S.    $42,837        7/07/99     $     22
     116,500,000 Japanese Yen                        956,564        7/26/99           53
     165,957,522 Japanese Yen                      1,370,613        7/05/99        2,334
                                                                                --------
                                                                                   2,409
CONTRACTS TO SELL
         716,514  British Pound Sterling     U.S. $1,137,681        7/01/99        8,268
         688,244  Hong Kong Dollar                    88,707        7/02/99            4
         359,810  Hong Kong Dollar                    46,375        7/02/99            2
        1,136,965 Hong Kong Dollar                   146,526        7/05/99            -
      83,500,000  Japanese Yen                       769,621        7/12/99       78,189
     116,500,000  Japanese Yen                     1,039,807        7/26/99       73,190
       1,717,269  Swiss Franc                      1,114,097        7/01/99        9,691
                                                                                --------
                                                                                 169,344

UNREALIZED GAIN ON FORWARD EXCHANGE CONTRACTS                                    171,753
                                                                                --------
CONTRACTS TO BUY
       1,660,454  European Dollar            U.S. $1,726,208        7/01/99       (9,031)
         138,262  European Dollar                    142,921        7/02/99         (373)
         170,462  European Dollar                    176,924        7/01/99       (1,190)
          27,190  British Pound Sterling              42,870        7/06/99          (11)
      83,500,000  Japanese Yen                       691,454        7/12/99          (22)
                                                                                --------

UNREALIZED LOSS ON FORWARD EXCHANGE CONTRACTS                                    (10,627)
                                                                                --------
NET UNREALIZED GAIN ON FORWARD EXCHANGE CONTRACTS                               $161,126
                                                                                ========
</TABLE>
                                       36
<PAGE>
6. Line of Credit

The Trust  has an  unsecured  $15,000,000  line of  credit  with the  custodian;
borrowings  under this  arrangement bear interest at the federal funds rate plus
0.50% per annum. At June 30, 1999, the Trust has no outstanding  borrowings.  As
compensation  for holding  available  the lending  commitment,  the Trust pays a
0.08% per annum fee on the unused portion of the  commitment  which is allocated
among the Funds based on their relative net assets. The fee is payable quarterly
in arrears.  For the six months ended June 30, 1999,  the  commitment  fees were
$4,719 and $1,233 for the Masters'  Select  Equity Fund and the Masters'  Select
International Fund, respectively.









- --------------------------------------------------------------------------------
Web Site                                              www.MastersSelectFunds.com


We are in the  process of  developing  a Masters'  Select Web site.  Look for it
later in the summer at MastersSelectFunds.com. We will have information postings
for shareholders as well as for advisors.

We thank you for your  continued  confidence  and will  continue to work hard to
make Masters' Select a rewarding investment experience.


The Masters' Select Funds                       Semiannual Report  June 30, 1999


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