LEVCO SERIES TRUST
N-30D, 2000-03-02
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================================================================================

                             LEVCO EQUITY VALUE FUND
                             -----------------------

                                  ANNUAL REPORT
                                December 31, 1999

   INVESTMENT ADVISER                                         DISTRIBUTOR
   ------------------                                         -----------
JOHN A. LEVIN & CO., INC.                                LEVCO SECURITIES, INC.
  One Rockefeller Plaza                                   One Rockefeller Plaza
New York, New York 10020                                New York, New York 10020
     1.888.300.9887                                          1.888.300.9887

================================================================================

<PAGE>

LETTER TO SHAREHOLDERS                                         FEBRUARY 24, 2000

In a year marked by the  remarkable  strength of  technology  stocks  trading at
extremely  high  valuations,  we believe  that we  achieved  solid  results  and
performed  especially well relative to our value-oriented  peers. Once again, we
were faced with an  environment,  especially  in the fourth  quarter,  where the
momentum of a narrow  group of stocks  drove the market.  Credit for our success
must go to our high quality investment personnel and their implementation of our
fundamental,  team-oriented  investment process. For the year ended December 31,
1999,  the Fund returned  15.73%,  while the S&P 500 Index  achieved a return of
21.04% and the Russell 1000 Value Index rose by 7.35%.

An  analysis of the various  market  indices  tells a great deal about the stock
market of 1999. The difference  between the Russell 1000 Value Index and the S&P
500  Index  can  be  attributed  to  the  technology  sector,  which  represents
approximately 30% of the S&P 500 and rose approximately 75% for the year.

Of course,  nothing better  illustrates  the  leadership of technology  than the
85.6% rise in the NASDAQ  Index (the home of most of the dot.com  stocks).  This
rise was the greatest rise ever achieved by a "broad"  market index.  There have
been only eight other  instances  in which a major  market  index has risen even
half that amount, and on 7 of those 8 occasions,  the rise followed a decline in
the previous year. In contrast,  the performance of the NASDAQ Index in 1999 was
an astounding continuation of an unprecedented run, as the rise followed a 39.6%
gain in 1998 and marked the fifth  consecutive year in which the Index has risen
in excess of 20%.

We are living in an extraordinary period for the stock market. Still, while many
of the  leading  technology  companies  are and will be leaders of the  American
economy,  this market is home to countless  technology  stocks with astronomical
valuations based on extraordinary assumptions. Since many of these companies may
fail,  especially  given  their  relatively  brief  histories  in a  competitive
industry,  the  assumptions  being made with regard to such  companies  will not
become reality, and the stock market could be heavily impacted. In the best case
scenario,  there will be an orderly  movement of capital to those companies that
do succeed.

Stepping back from the surge in valuations, we can see that technology is having
an extremely positive impact on the U.S. economy.  Presently, we see our economy
in a  virtuous  cycle.  Since  companies,  generally  speaking,  do not have the
ability to raise profits by increasing  pricing,  they are investing in research
and development and capital, which, hopefully,  leads to wider operating margins
and greater profitability through augmented production efficiency.  Productivity
in the third quarter rose 4.2%, and this rise in productivity  offsets increases
in wage costs and thereby acts as an important check on inflation.

<PAGE>

Our contact with companies  further  enhances our awareness of the ways in which
technology  is  enhancing  productivity.  For  instance,  we  know  that a major
automobile  manufacturer  that  acquires  some $80  billion  of  components  and
materials annually is in the process of shifting those purchases to AutoXchange,
an  internet-based  vehicle,  which should result in billions of dollars of cost
savings.  While most people think of e-commerce as operating between  businesses
and  consumers,  business  to  business  is where  the real  economic  impact of
e-commerce  will be felt.  Aggregating the resulting cost savings should lead to
tremendous efficiency and productivity gains on a macroeconomic level.

Our long-term  outlook,  then, for the economy and the stock market is positive.
In the shorter term,  we are concerned  about profit growth in the first half of
2000.  More  generally,  we have not forgotten that things move in cycles,  even
though  this has not been  obvious  recently  in the  stock  market  or the U.S.
economy. History illustrates, however, that cycles can be of random duration. So
while we seem to be in an  outlier  with  respect  to the  pattern  of  economic
cycles,  the  important  thing to  remember  is that it will take a reversal  in
current trends for there to be a shift from our present phase.

In  conclusion,  while  appreciating  the positive  impact of  technology on the
economy, we also recognize the absolutely  extraordinary  valuations being given
to companies in this sector and the volatility that may result. As investors, we
are adhering to our disciplines  and our focus on risk control.  When purchasing
securities, we are seeking value and generally buying stocks that have come down
from their highs.  We will  initiate  positions in  technology  stocks only when
these companies meet our price and value guidelines. When selling securities, we
continue generally to reduce or eliminate positions that have experienced strong
appreciation.  We strive to make  well-researched  stock  selections  and manage
portfolio  risk,  and we believe our approach  should  provide solid returns and
strong performance on a risk-adjusted basis.

As always, we welcome your comments and thank you for your continued support.

                                    Sincerely,

             John A. Levin                      Jeffrey A. Kigner
             Co-Chairman                        Co-Chairman
             and President

<PAGE>

                            LEVCO Equity Value Fund
           Comparison of the Change in Value of a $10,000 Investment
                  in LEVCO Equity Value Fund, the S&P 500 Index
                        and the Russell 1000 Value Index

                               [GRAPHIC OMITTED]

                                                          12/31/99
                                                          --------
             LEVCO Equity Value Fund                       $13,529
             S&P 500 Index                                 $16,017
             Russell 1000 Value                            $13,319

                       ---------------------------------
                            LEVCO Equity Value Fund
                          Average Annual Total Return

                       1 Year                     15.73%
                       Since Inception (8/4/97)   13.36%
                       ---------------------------------

           Past performance is not predictive of future performance.

<PAGE>

                             LEVCO EQUITY VALUE FUND

                       STATEMENT OF ASSETS AND LIABILITIES

                                December 31, 1999

ASSETS
   Investments in securities:
      At acquisition cost                                          $ 22,000,756
                                                                   ============
      At value (Note 1)                                            $ 24,123,419
   Dividends receivable                                                  14,210
   Interest receivable                                                    6,905
   Receivable for capital shares sold                                        14
   Organization expenses, net (Note 1)                                   66,780
   Other assets                                                              20
                                                                   ------------
      TOTAL ASSETS                                                   24,211,348
                                                                   ------------
LIABILITIES
   Due to Adviser (Note 3)                                               59,250
   Accrued expenses                                                      63,610
                                                                   ------------
      TOTAL LIABILITIES                                                 122,860
                                                                   ------------

NET ASSETS                                                         $ 24,088,488
                                                                   ============
NET ASSETS CONSIST OF:
Paid-in capital                                                    $ 21,965,553
Undistributed net investment income                                         611
Distributions in excess of realized gains                                  (339)
Net unrealized appreciation on investments                            2,122,663
                                                                   ------------
   Net assets                                                      $ 24,088,488
                                                                   ============
Shares of beneficial interest outstanding (unlimited
   number of shares authorized, $0.001 par value)                     2,067,095
                                                                   ============
Net asset value, offering price and
   redemption price per share (Note 1)                             $      11.65
                                                                   ============

See accompanying notes to financial statements.

<PAGE>

                             LEVCO EQUITY VALUE FUND

                             STATEMENT OF OPERATIONS

                      For the Year Ended December 31, 1999

INVESTMENT INCOME
   Dividends                                                       $    283,990
   Interest                                                              90,978
                                                                   ------------
      TOTAL INVESTMENT INCOME                                           374,968
                                                                   ------------
EXPENSES
   Investment advisory fees (Note 3)                                    177,225
   Professional fees                                                     59,784
   Trustees' fees and expenses (Note 3)                                  30,000
   Accounting services fees                                              29,500
   Amortization of organization expenses (Note 1)                        25,850
   Transfer agent fees                                                   12,000
   Insurance expense                                                      8,216
   Custodian fees                                                         6,072
   Shareholder reporting costs                                            3,926
   Registration fees                                                      2,350
   Pricing costs                                                          1,259
   Other expenses                                                           932
                                                                   ------------
      TOTAL EXPENSES                                                    357,114
   Fees waived by the Adviser (Note 3)                                 (127,764)
                                                                   ------------
      NET EXPENSES                                                      229,350
                                                                   ------------

NET INVESTMENT INCOME                                                   145,618
                                                                   ------------
REALIZED AND UNREALIZED GAINS ON INVESTMENTS
   Net realized gains from security transactions                      2,240,877
   Net change in unrealized appreciation/
      depreciation on investments                                       496,676
                                                                   ------------

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS                      2,737,553
                                                                   ------------

NET INCREASE IN NET ASSETS FROM OPERATIONS                         $  2,883,171
                                                                   ============

See accompanying notes to financial statements.

<PAGE>

                             LEVCO EQUITY VALUE FUND

                       STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                              For the Year     For the Year
                                                                 Ended             Ended
                                                              December 31,     December 31,
                                                                  1999             1998
                                                              ------------     ------------
FROM OPERATIONS:
<S>                                                           <C>              <C>
   Net investment income                                      $    145,618     $    131,394
   Net realized gains from security transactions                 2,240,877          642,605
   Net change in unrealized appreciation/depreciation
      on investments                                               496,676        1,430,085
                                                              ------------     ------------
Net increase in net assets from operations                       2,883,171        2,204,084
                                                              ------------     ------------
DISTRIBUTIONS TO SHAREHOLDERS:
   From net investment income                                     (145,134)        (131,388)
   From net realized gains                                      (2,238,080)        (462,547)
   In excess of net realized gains                                    (339)          (2,797)
                                                              ------------     ------------
Decrease in net assets from distributions to shareholders       (2,383,553)        (596,732)
                                                              ------------     ------------
FROM CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold                                     5,314,786          615,145
   Net asset value of shares issued in reinvestment
      of distributions to shareholders                           2,383,553          596,732
   Payments for shares redeemed                                   (458,245)        (139,689)
                                                              ------------     ------------
Net increase in net assets from capital share transactions       7,240,094        1,072,188
                                                              ------------     ------------

TOTAL INCREASE IN NET ASSETS                                     7,739,712        2,679,540

NET ASSETS:
   Beginning of year                                            16,348,776       13,669,236
                                                              ------------     ------------
   End of year                                                $ 24,088,488     $ 16,348,776
                                                              ============     ============

UNDISTRIBUTED NET INVESTMENT INCOME                           $        611     $        127
                                                              ============     ============
CAPITAL SHARE ACTIVITY:
   Sold                                                            436,034           56,820
   Reinvested                                                      205,007           53,926
   Redeemed                                                        (36,660)         (13,325)
                                                              ------------     ------------
   Net increase in shares outstanding                              604,381           97,421
   Shares outstanding, beginning of year                         1,462,714        1,365,293
                                                              ------------     ------------
           Shares outstanding, end of year                       2,067,095        1,462,714
                                                              ============     ============
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                             LEVCO EQUITY VALUE FUND

                              FINANCIAL HIGHLIGHTS

                 Selected Per Share Data and Ratios for a Share
                       Outstanding Throughout Each Period

<TABLE>
<CAPTION>
                                                       For the Year    For the Year   For the Period
                                                          Ended           Ended            Ended
                                                       December 31,    December 31,    December 31,
                                                           1999            1998          1997 (a)
                                                        ----------      ----------      ----------

<S>                                                     <C>             <C>             <C>
Net asset value at beginning of period                  $    11.18      $    10.01      $    10.00
                                                        ----------      ----------      ----------
Income from investment operations:
   Net investment income                                      0.08            0.09            0.07
   Net realized and unrealized gains
      on investments                                          1.67            1.50            0.01
                                                        ----------      ----------      ----------
Total from investment operations                              1.75            1.59            0.08
                                                        ----------      ----------      ----------
Less distributions:
   Dividends from net investment income                      (0.08)          (0.09)          (0.07)
   Distributions from net realized gains                     (1.20)          (0.33)             --
                                                        ----------      ----------      ----------
Total distributions                                          (1.28)          (0.42)          (0.07)
                                                        ----------      ----------      ----------

Net asset value at end of period                        $    11.65      $    11.18      $    10.01
                                                        ==========      ==========      ==========

Total return                                                15.73%          15.98%           0.80%(b)
                                                        ==========      ==========      ==========

Net assets at end of period (000's)                     $   24,088      $   16,349      $   13,669
                                                        ==========      ==========      ==========

Ratio of net expenses to average net assets (c)              1.10%           1.10%           1.10%(d)

Ratio of net investment income to average net assets         0.70%           0.89%           1.73%(d)

Portfolio turnover rate                                        62%             89%             36%(b)
</TABLE>

(a)  Represents  the period from  August 4, 1997  (commencement  of  operations)
     through December 31, 1997.

(b)  Not annualized.

(c)  Absent  investment  advisory  fees waived and  expenses  reimbursed  by the
     Adviser, the ratio of expenses to average net assets would have been 1.71%,
     2.04% and 2.47%(d) for the periods ended December 31, 1999,  1998 and 1997,
     respectively (Note 3).

(d)  Annualized.

See accompanying notes to financial statements.

<PAGE>

                             LEVCO EQUITY VALUE FUND

                            PORTFOLIO OF INVESTMENTS

                                December 31, 1999

    Shares                                                              Value
    ------                                                              -----
               COMMON STOCKS - 90.4%
               AEROSPACE & DEFENSE -4.7%
    10,600       Loral Space & Communications Ltd. (a)              $    257,713
     5,600       Rockwell International Corp.                            268,100
     3,000       Textron, Inc.                                           230,063
     5,743       United Technologies Corp.                               373,295
                                                                    ------------
                                                                       1,129,171
                                                                    ------------

               AIRLINES - 2.3%
     8,100       AMR Corp. (a)                                           542,700
                                                                    ------------

               AUTOMOBILE PARTS - 2.5%
    11,200       Ford Motor Co.                                          598,500
                                                                    ------------

               BANKING - 5.6%
     8,800       Bank of New York Co., Inc.                              352,000
     7,400       First Union Corp.                                       242,812
     7,000       Fleet Boston Financial Corp.                            243,687
     5,600       Mellon Financial Corp.                                  190,750
     6,000       Northern Trust Corp.                                    318,000
                                                                    ------------
                                                                       1,347,249
                                                                    ------------
               CHEMICALS - 2.2%
    15,000       Monsanto Co.                                            534,375
                                                                    ------------
               COMPUTERS/COMPUTER TECHNOLOGY SERVICES - 9.4%
    19,700       Compaq Computer Corp.                                   533,131
     3,500       Hewlett-Packard Co.                                     398,781
     3,800       International Business Machines Corp.                   410,400
    19,700       Seagate Technology, Inc. (a)                            917,281
                                                                    ------------
                                                                       2,259,593
                                                                    ------------

<PAGE>

                             LEVCO EQUITY VALUE FUND

                            PORTFOLIO OF INVESTMENTS

                                December 31, 1999

    Shares                                                              Value
    ------                                                              -----
               CONTAINERS & PACKAGING - 1.7%
    10,800       Owens-Illinois, Inc. (a)                           $    270,675
    13,300       Pactiv Corp. (a)                                        141,313
                                                                    ------------
                                                                         411,988
                                                                    ------------
               ELECTRONICS/ELECTRICAL COMPONENTS - 5.4%
     4,196       Koninklijke (Royal) Philips Electronics N.V.            566,460
     7,600       Texas Instruments Inc.                                  736,250
                                                                    ------------
                                                                       1,302,710
                                                                    ------------
               ENERGY & UTILITIES - 7.1%
    16,748       KeySpan Corp.                                           388,344
     8,200       Schlumberger Ltd.                                       461,250
     1,591       Transocean Sedco Forex, Inc.                             53,590
    26,200       Williams Companies, Inc.                                800,738
                                                                    ------------
                                                                       1,703,922
                                                                    ------------
               FOOD/BEVERAGES - 6.7%
     5,600       Anheuser-Busch Companies, Inc.                          396,900
     5,600       Coca-Cola Co.                                           326,200
    12,500       Nabisco Holdings Corp. - Class A                        395,313
     5,200       PepsiCo, Inc.                                           183,300
    10,900       Ralston-Ralston Purina Group                            303,838
                                                                    ------------
                                                                       1,605,551
                                                                    ------------
               GOLD - 0.8%
    18,130       Placer Dome Inc.                                        194,898
                                                                    ------------

<PAGE>

                             LEVCO EQUITY VALUE FUND

                            PORTFOLIO OF INVESTMENTS

                                December 31, 1999

    Shares                                                              Value
    ------                                                              -----
               HOUSEHOLD PRODUCTS - 6.6%
    10,400       Black & Decker Corp.                               $    543,400
     4,900       General Electric Co.                                    758,275
     7,200       Gillette Co.                                            296,550
                                                                    ------------
                                                                       1,598,225
                                                                    ------------
               INSURANCE - 5.6%
    15,200       Ace Ltd.                                                253,650
     7,000       Aetna Inc.                                              390,687
     4,400       Tokio Marine & Fire Insurance Co. Ltd. - ADR            260,150
     8,700       XL Capital Ltd. - Class A                               451,312
                                                                    ------------
                                                                       1,355,799
                                                                    ------------
               MEDIA - 7.9%
    14,700       Fox Entertainment Group, Inc. - Class A (a)             366,581
    16,800       Tribune Co.                                             925,050
     5,900       Viacom Inc. - Class B (a)                               356,581
     9,200       Walt Disney Co.                                         269,100
                                                                    ------------
                                                                       1,917,312
                                                                    ------------
               MEDICAL SUPPLIES - 2.7%
    11,000       American Home Products Corp.                            433,813
     5,800       Tyco International Ltd.                                 225,475
                                                                    ------------
                                                                         659,288
                                                                    ------------
               OFFICE EQUIPMENT - 1.2%
    12,900       Xerox Corp.                                             292,668
                                                                    ------------

<PAGE>

                             LEVCO EQUITY VALUE FUND

                            PORTFOLIO OF INVESTMENTS

                                December 31, 1999

    Shares                                                              Value
    ------                                                              -----
               OIL & GAS DRILLING - 2.3%
    11,000       Conoco Inc. - Class A                              $    272,250
     8,700       Unocal Corp.                                            291,994
                                                                    ------------
                                                                         564,244
                                                                    ------------
               PHARMACEUTICALS - 5.3%
     6,000       Johnson & Johnson                                       558,750
    10,100       McKesson HBOC, Inc.                                     227,881
     5,900       Warner-Lambert Co.                                      483,431
                                                                    ------------
                                                                       1,270,062
                                                                    ------------
               RETAIL - 2.5%
     4,000       Dayton Hudson Corp.                                     293,750
     5,900       Federated Department Stores, Inc. (a)                   298,319
                                                                    ------------
                                                                         592,069
                                                                    ------------
               SOFTWARE & PROCESSING - 2.6%
    12,700       First Data Corp.                                        626,269
                                                                    ------------

               UTILITIES - TELEPHONE - 5.3%
    10,600       Bell Atlantic Corp.                                     652,562
    13,400       BellSouth Corp.                                         627,288
                                                                    ------------
                                                                       1,279,850
                                                                    ------------

               TOTAL COMMON STOCKS (Cost $19,802,912)               $ 21,786,443
                                                                    ------------

<PAGE>

                             LEVCO EQUITY VALUE FUND

                            PORTFOLIO OF INVESTMENTS

                                December 31, 1999

    Shares                                                              Value
    ------                                                              -----
               PREFERRED STOCKS - 4.4%
    29,000       News Corp. Ltd. - ADR                              $    969,688
     2,600       Owens-Illinois, Inc.                                     81,250
                                                                    ------------

               TOTAL PREFERRED STOCKS (Cost $911,682)               $  1,050,938
                                                                    ------------

 Par Value
 ---------
               FIXED INCOME OBLIGATIONS - 4.9%
$1,170,000       U.S. Treasury Bill, 01/13/00 (Cost $1,168,479)     $  1,168,355
                                                                    ------------

    Shares
    ------
               MONEY MARKET FUNDS - 0.5%
   117,683       United Missouri Bank Money Market Fiduciary
                 (Cost $117,683)                                    $    117,683
                                                                    ------------

               TOTAL INVESTMENTS AT VALUE - 100.2%
                 (Cost $22,000,756)                                 $ 24,123,419

               LIABILITIES IN EXCESS OF OTHER ASSETS - (0.2)%           (34,931)
                                                                    ------------

               NET ASSETS - 100.0%                                  $ 24,088,488
                                                                    ============

(a)  Non-income producing security.
ADR - American Depository Receipt.

See accompanying notes to financial statements.

<PAGE>

                             LEVCO EQUITY VALUE FUND

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The LEVCO Equity Value Fund (the Fund) is a no-load,  diversified  series of the
LEVCO  Series  Trust (the  Trust),  an open-end  management  investment  company
registered under the Investment  Company Act of 1940, as amended.  The Trust was
organized as a Delaware  business  trust on January 2, 1997.  The Fund commenced
operations on August 4, 1997.

The Fund's  investment  objective  is  long-term  growth of  capital  through an
emphasis on the preservation of capital and an attempt to control  volatility as
measured  against the  Standard & Poor's  Composite  500 Stock  Index.  The Fund
pursues this  objective by investing  its assets  primarily in common stocks and
other securities having equity characteristics.

The following is a summary of the Fund's significant accounting policies:

Securities  valuation -- The Fund's  portfolio  securities  are valued as of the
close  of  business  of the  regular  session  of the New  York  Stock  Exchange
(normally 4:00 p.m., Eastern Time). Securities which are traded over-the-counter
are valued at the last sales price, if available,  otherwise, at the last quoted
bid price.  Securities traded on a national stock exchange are valued based upon
the  closing  price on the  principal  exchange  where the  security  is traded.
Securities for which market  quotations are not readily  available are valued at
their fair value as  determined in good faith in  accordance  with  consistently
applied procedures established by and under the general supervision of the Board
of Trustees.

Share valuation -- The net asset value per share of the Fund is calculated daily
by  dividing  the total value of the Fund's  assets,  less  liabilities,  by the
number of shares outstanding.  The offering price and redemption price per share
of the Fund is equal to the net asset value per share.

Investment  income and  distributions  to  shareholders  --  Interest  income is
accrued  as  earned.  Dividend  income  is  recorded  on the  ex-dividend  date.
Dividends  arising from net investment income are declared and paid quarterly to
shareholders of the Fund. Net realized  short-term capital gains, if any, may be
distributed  throughout the year and net realized  long-term  capital gains,  if
any,  are  distributed  at least once each year.  Payment of all  dividends  and
capital gains distributions is made in shares.  Income distributions and capital
gain  distributions  are determined in accordance  with income tax  regulations,
which may differ from generally accepted accounting principles.

Organization expenses -- Expenses of organization,  net of certain expenses paid
by the Adviser, have been capitalized and are being amortized on a straight-line
basis over five years.

Security  transactions -- Security transactions are accounted for on trade date.
Securities sold are determined on a specific identification basis.

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

<PAGE>

                             LEVCO EQUITY VALUE FUND

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999

Federal income taxes -- The Fund has complied with the special provisions of the
Internal  Revenue  Code  available  to  regulated   investment   companies  and,
therefore, no federal income tax provision is required.

The following information is based upon the federal income tax cost of portfolio
investments of $22,001,095 as of December 31, 1999:

           Gross unrealized appreciation .........       $ 4,039,535
           Gross unrealized depreciation .........        (1,917,211)
                                                         -----------
           Net unrealized appreciation ...........       $ 2,122,324
                                                         ===========

The difference between the federal income tax cost of portfolio  investments and
the acquisition cost is due to certain timing  differences in the recognition of
capital losses under income tax  regulations and generally  accepted  accounting
principles.

2.   INVESTMENT TRANSACTIONS

During the year ended  December 31, 1999,  cost of purchases  and proceeds  from
sales  and   maturities  of  investment   securities,   other  than   short-term
investments, amounted to $16,323,217 and $11,478,184, respectively.

3.   TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY AGREEMENT
The Fund's  investments  are managed by John A. Levin & Co.,  Inc. (the Adviser)
under the terms of an Investment Advisory  Agreement.  The Adviser also provides
certain  administrative  services  required by the Trust and the Fund. Under the
Investment  Advisory  Agreement,  the Fund  pays  the  Adviser  a fee,  which is
computed and accrued daily and paid  monthly,  at an annual rate of 0.85% of its
average daily net assets.

The Adviser currently intends to limit the total operating  expenses of the Fund
to 1.10% of its average daily net assets.  Accordingly,  the Adviser voluntarily
waived $127,764 of its investment  advisory fees for the year ended December 31,
1999.  Certain  trustees  and  officers  of the Trust are also  officers  of the
Adviser.

TRUSTEES COMPENSATION
No compensation is paid by the Fund to officers and trustees of the Fund who are
affiliated  with the Adviser and/or LEVCO  Securities,  Inc., the Distributor of
the Fund's shares. The Fund pays each unaffiliated trustee an annual retainer of
$7,500.

4.   FEDERAL TAX INFORMATION FOR SHAREHOLDERS (UNAUDITED)

On December 29, 1999,  the Fund  declared and paid a short-term  capital gain of
$1,138,259  or $0.6081 per share and a long-term  capital gain  distribution  of
$1,100,160 or $0.5877 per share. In January of 2000,  shareholders were provided
with Form 1099-DIV  which reported the amount and tax status of the capital gain
distributions paid during calendar year 1999.

<PAGE>

                         Report of Independent Auditors

To the Shareholders and Board of Trustees of
  LEVCO Equity Value Fund

We have audited the accompanying statement of assets and liabilities,  including
the  portfolio  of  investments,  of LEVCO  Equity Value Fund as of December 31,
1999, the related statement of operations for the year then ended, the statement
of changes in net assets for each of the two years then ended and the  financial
highlights for each of the periods indicated therein. These financial statements
and financial  highlights are the responsibility of the Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain  reasonable  assurance  about  whether the  financial  statements  and
financial  highlights  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the financial  statements.  Our procedures  included  confirmation of securities
owned as of December 31, 1999, by  correspondence  with the custodian.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material respects,  the financial position of LEVCO
Equity Value Fund as of December 31, 1999, the results of its operations for the
year then  ended,  the  changes in its net assets for each of the two years then
ended and the financial highlights for each of the periods indicated therein, in
conformity with accounting principles generally accepted in the United States.


                                                           /s/ Ernst & Young LLP

Cincinnati, Ohio
February 18, 2000



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