LAKE SHORE FAMILY OF FUNDS
N-30D, 1998-09-04
Previous: SEP ACCT VUL 1 OF TRANSAMERICA OCCIDENTAL LIFE INSURANCE CO, N-30D, 1998-09-04
Next: KEMPER GLOBAL INTERNATIONAL SERIES, 497, 1998-09-04




                           Lake Shore Family of Funds
                           --------------------------


                                  Equity Fund


                               Semi-Annual Report
                                 June 30, 1998

                                  (Unaudited)

     INVESTMENT ADVISER                                  ADMINISTRATOR
     ------------------                                  -------------
 LAKE SHORE FUND GROUP, LLC                     COUNTRYWIDE FUND SERVICES, INC.
    8280 Montgomery Road                               312 Walnut Street
          Suite 302                                      P.O. Box 5354
   Cincinnati, Ohio 45243                         Cincinnati, Ohio 45201-5354
       1.513.794.1440                                   1.800.266.9532

<PAGE>

                             LAKE SHORE EQUITY FUND

                       STATEMENT OF ASSETS AND LIABILITIES

                                  June 30, 1998

                                   (Unaudited)

ASSETS
   Investment securities, at market value (Cost $225,851)               $228,207
   Dividends receivable                                                      634
   Receivable from Adviser (Note 3)                                        1,709
   Organization expenses, net (Note 1)                                    20,444
   Other assets                                                            5,560
                                                                        --------
      TOTAL ASSETS                                                       256,554
                                                                        --------
LIABILITIES
   Accrued expenses                                                          710
                                                                        --------
      TOTAL LIABILITIES                                                      710
                                                                        --------
NET ASSETS                                                              $255,844
                                                                        ========
NET ASSETS CONSIST OF:

Paid-in capital                                                         $253,478
Undistributed net investment income                                            8
Accumulated net realized gains from security transactions                      2
Net unrealized appreciation on investments                                 2,356
                                                                        --------
NET ASSETS                                                              $255,844
                                                                        ========
Shares of beneficial interest outstanding
   (unlimited number of shares
   authorized, no par value)                                              25,235
                                                                        ========
Net asset value and redemption price per share (Note 1)                 $  10.14
                                                                        ========
Maximum offering price per share (Note 1)                               $  10.67
                                                                        ========

See accompanying notes to financial statements.

<PAGE>

                             LAKE SHORE EQUITY FUND

                             STATEMENT OF OPERATIONS

   For the Period March 2, 1998 (commencement of operations) to June 30, 1998

                                   (Unaudited)

INVESTMENT INCOME

   Dividends                                                           $  2,671
                                                                       --------
EXPENSES
   Accounting services fees (Note 3)                                      6,000
   Transfer agent fees (Note 3)                                           3,600
   Insurance expense                                                      3,093
   Administrative services fees (Note 3)                                  3,000
   Custodian fees                                                         2,440
   Amortization of organization expenses (Note 1)                         2,272
   Registration fees                                                      1,730
   Postage and supplies                                                   1,564
   Investment advisory fees (Note 3)                                        749
   Trustees' fees and expenses                                              625
   Printing of shareholder reports                                          283
   Pricing costs                                                             60
                                                                       --------
      TOTAL EXPENSES                                                     25,416
   Fees waived and expenses reimbursed by the Adviser (Note 3)          (24,208)
                                                                       --------
      NET EXPENSES                                                        1,208
                                                                       --------

NET INVESTMENT INCOME                                                     1,463
                                                                       --------
REALIZED AND UNREALIZED GAINS ON INVESTMENTS
   Net realized gains from security transactions                              2
   Net increase in unrealized appreciation on investments                 2,356
                                                                       --------
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS                          2,358
                                                                       --------

NET INCREASE IN NET ASSETS FROM OPERATIONS                             $  3,821
                                                                       ========

See accompanying notes to financial statements.

<PAGE>

                             LAKE SHORE EQUITY FUND

                       STATEMENT OF CHANGES IN NET ASSETS

   For the Period March 2, 1998 (commencement of operations) to June 30, 1998

                                   (Unaudited)

FROM OPERATIONS:
   Net investment income                                              $   1,463
   Net realized gains from security transactions                              2
   Net increase in unrealized appreciation on investments                 2,356
                                                                      ---------
Net increase in net assets from operations                                3,821
                                                                      ---------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
   From net investment income                                            (1,455)
                                                                      ---------
FROM CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold                                            153,033
   Net asset value of shares issued in
      reinvestment of distributions to shareholders                       1,455
   Payments for shares redeemed                                             (10)
                                                                      ---------
Net increase in net assets from capital share transactions              154,478
                                                                      ---------
TOTAL INCREASE IN NET ASSETS                                            156,844

NET ASSETS:
   Beginning of period (Note 1)                                          99,000
                                                                      ---------
   End of period                                                      $ 255,844
                                                                      =========
UNDISTRIBUTED NET INVESTMENT INCOME                                   $       8
                                                                      =========
CAPITAL SHARE ACTIVITY:
    Shares sold                                                          15,192
    Shares issued in reinvestment of
       distributions to shareholders                                        144
    Shares redeemed                                                          (1)
                                                                      ---------
    Net increase in shares outstanding                                   15,335
    Shares outstanding, beginning of period (Note 1)                      9,900
                                                                      ---------
    Shares outstanding, end of period                                    25,235
                                                                      =========

See accompanying notes to financial statements.

<PAGE>

                             LAKE SHORE EQUITY FUND

                              FINANCIAL HIGHLIGHTS

           Selected Per Share Data and Ratios for a Share Outstanding
                  Throughout the Period Ended June 30, 1998 (a)

                                   (Unaudited)

Net asset value at beginning of period                            $     10.00
                                                                  -----------
Income from investment operations:                             
       Net investment income                                             0.06
       Net realized and unrealized gains on investments                  0.14
                                                                  -----------

Total from investment operations                                         0.20
                                                                  -----------

Dividends from net investment income                                    (0.06)
                                                                  -----------
                                                               
Net asset value at end of period                                  $     10.14
                                                                  ===========
                                                               
Total return (b)                                                        1.98%
                                                                  ===========
                                                               
Net assets at end of period                                       $   255,844
                                                                  ===========
                                                               
Ratio of net expenses to average net assets (c)                         1.61%(d)
                                                               
Ratio of net investment income to average net assets                    1.95%(d)
                                                               
Portfolio turnover rate                                                    0%
                                                             
(a)  Represents the period from the initial public  offering of shares (March 2,
     1998) through June 30, 1998.

(b)  Total return shown excludes the effect of applicable sales loads and is not
     annualized.

(c)  Ratio of  expenses  to  average  net assets  assuming  no waiver of fees or
     reimbursement of expenses by the Adviser was 33.83%(d) (Note 3).

(d)  Annualized.

See accompanying notes to financial statements.

<PAGE>

                             LAKE SHORE EQUITY FUND

                            PORTFOLIO OF INVESTMENTS

                                  June 30, 1998

                                   (Unaudited)

                                                                       Market
   Shares                                                              Value
   ------                                                              -----
               COMMON STOCKS - 59.7%
               ENERGY - 14.6%
         95       Chevron Corp.                                     $     7,891
        110       Exxon Corp.                                             7,844
        275       Occidental Petroleum Corp.                              7,425
         95       Schlumberger, Ltd.                                      6,490
        130       Texaco, Inc.                                            7,759
                                                                    -----------
                                                                         37,409
                                                                    -----------
               CONSUMER, NON-CYCLICAL - 12.8%
         70       Bristol-Myers Squibb Co.                                8,046
        145       Heinz (H.J.) Co.                                        8,138
         70       Merck & Co., Inc.                                       9,362
        130       Sara Lee Corp.                                          7,272
                                                                    -----------
                                                                         32,818
                                                                    -----------
               CONSUMER, CYCLICAL - 11.9%
          3       Abercrombie & Fitch Co. - Class A*                        132
        155       Chrysler Corp.                                          8,738
        240       Ford Motor Co.                                         14,160
        225       The Limited, Inc.                                       7,453
                                                                    -----------
                                                                         30,483
                                                                    -----------
               TECHNOLOGY - 8.6%
        135       AT&T Corp.                                              7,712
         60       IBM Corp.                                               6,889
         80       United Technologies Corp.                               7,400
                                                                    -----------
                                                                         22,001
                                                                    -----------
               BASIC MATERIALS - 7.3%
         70       Georgia-Pacific Group                                   4,126
         90       Georgia-Pacific Timber Group                            2,076
        145       International Paper Co.                                 6,235
        135       Weyerhaeuser Co.                                        6,235
                                                                    -----------
                                                                         18,672
                                                                    -----------

<PAGE>

                             LAKE SHORE EQUITY FUND

                            PORTFOLIO OF INVESTMENTS

                                  June 30, 1998

                                   (Unaudited)

                                                                       Market
   Shares                                                              Value
   ------                                                              -----
               CONGLOMERATES - 3.4%
         95       General Electric Co.                              $     8,645
                                                                    -----------
               FINANCIAL SERVICES - 1.1%

         36       Associates First Capital Corp. - Class A                2,768
                                                                    -----------

               TOTAL COMMON STOCKS (COST $150,440)                  $   152,796
                                                                    -----------

               MONEY MARKETS - 29.5%

     75,411       Star Treasury Fund (Cost $75,411)                 $    75,411
                                                                    -----------


               TOTAL INVESTMENT SECURITIES (COST $225,851) - 89.2%  $   228,207

               OTHER ASSETS IN EXCESS OF LIABILITIES - 10.8%             27,637
                                                                    -----------

               NET ASSETS - 100.0%                                  $   255,844
                                                                    ===========

               * Non-income producing security.

               See accompanying notes to financial statements.

<PAGE>

                             LAKE SHORE EQUITY FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 1998

                                   (Unaudited)

1.   ORGANIZATION

The Lake Shore Family of Funds (the Trust) is  registered  under the  Investment
Company Act of 1940 (the 1940 Act) as an open-end management investment company.
The Trust was organized as an Ohio business  trust under a Declaration  of Trust
dated  September 3, 1997.  The Trust  currently  offers two  separate  series of
shares to investors: the Equity Fund and the Balanced Fund (individually, a Fund
and,  collectively,  the Funds). The Trust was capitalized on December 23, 1997,
when the initial  shares of each Fund were  purchased  at $10.00 per share.  The
public  offering of shares of the Equity Fund  commenced  on March 2, 1998.  The
Equity Fund had no operations  prior to the public offering of shares except for
the initial issuance of shares.

The Equity Fund seeks  long-term  growth of capital by  investing  primarily  in
common stocks. Dividend and interest income is only an incidental  consideration
to the Fund's investment objective.

2.  SIGNIFICANT ACCOUNTING POLICIES

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

Security valuation -- The Fund's portfolio securities are valued as of the close
of  business of the  regular  session of trading on the New York Stock  Exchange
(currently  4:00 p.m.,  Eastern  time).  Securities  traded on a national  stock
exchange  or quoted by NASDAQ are valued  based  upon the  closing  price on the
principal  exchange  where  the  security  is  traded,  or,  if not  traded on a
particular day, at the closing bid price. U.S. Government obligations are valued
at their most recent bid prices as obtained from one or more of the major market
makers for such securities.

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 maximum offering price per share is equal to
the net asset  value per share plus a sales load equal to 5.26% of the net asset
value (or 5.00% of the offering price).  The redemption price per share is equal
to the net asset value per share.

Investment  income --  Dividend  income is  recorded  on the  ex-dividend  date.
Interest  income is accrued as earned.  Discounts  and  premiums  on  securities
purchased  are  amortized  in  accordance  with  income  tax  regulations  which
approximate generally accepted accounting principles.

Distributions  to shareholders  -- The Fund expects to distribute  substantially
all of its net investment income, if any, on a quarterly basis. The Fund expects
to distribute any net realized  long-term capital gains at least once each year.
Management will determine the timing and frequency of the  distributions  of any
net realized short-term capital gains.

Organization  expenses -- Expenses of organization have been capitalized and are
being  amortized on a  straight-line  basis over five years. In the event any of
the initial shares of a Fund are redeemed during the  amortization  period,  the
redemption  proceeds  will be reduced by a pro rata  portion of any  unamortized
organization  expenses in the same  proportion  as the number of initial  shares
being redeemed bears to the number of initial shares of the Fund  outstanding at
the time of the redemption.

<PAGE>

                             LAKE SHORE EQUITY FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 1998

                                   (Unaudited)

Security  transactions -- Security  transactions  are accounted for on the trade
date. Securities sold are valued 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.

Federal  income  tax -- It is the  Fund's  policy  to  comply  with the  special
provisions  of the  Internal  Revenue Code  available  to  regulated  investment
companies.  As provided therein, in any fiscal year in which a Fund so qualifies
and  distributes  at least 90% of its taxable net income,  the Fund (but not the
shareholders) will be relieved of federal income tax on the income  distributed.
Accordingly, no provision for income taxes has been made.

In  order  to  avoid  imposition  of the  excise  tax  applicable  to  regulated
investment companies, it is also the Fund's intention to declare as dividends in
each calendar year at least 98% of its net investment  income (earned during the
calendar  year) and 98% of its net realized  capital  gains  (earned  during the
twelve months ended October 31) plus undistributed amounts from prior years.

As of June 30, 1998, net unrealized  appreciation  on investments was $2,356 for
federal income tax purposes,  of which $8,896 related to appreciated  securities
and $6,540 related to depreciated  securities based on a federal income tax cost
basis of $225,851.

3.   INVESTMENT TRANSACTIONS

During  the  period  ended  June  30,  1998,  purchases  other  than  short-term
investments,  amounted  to  $150,496  for the  Equity  Fund.  The  Fund  sold no
securities during the period.

4.   TRANSACTIONS WITH AFFILIATES

Certain  trustees and officers of the Trust are also officers of Lake Shore Fund
Group,  LLC (the  Adviser),  of  Countrywide  Fund  Services,  Inc.  (CFS),  the
administrative  services agent,  shareholder  servicing and transfer agent,  and
accounting  services agent for the Trust, or of CW Fund Distributors,  Inc., the
exclusive agent for the distribution of the Fund's shares.

INVESTMENT ADVISORY AGREEMENT
The Fund's  investments  are managed by the Adviser  pursuant to the terms of an
Advisory  Agreement.  The Fund pays the  Adviser  an  investment  advisory  fee,
computed and accrued daily and paid  monthly,  at an annual rate of 1.00% of its
average daily net assets.

In order to voluntarily  reduce operating  expenses during the period ended June
30, 1998, the Adviser waived its entire  advisory fee of $749 and reimbursed the
Fund for $23,459 of other operating expenses.

<PAGE>

                             LAKE SHORE EQUITY FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 1998

                                   (Unaudited)

ADMINISTRATION AGREEMENT
Under the terms of an  Administration  Agreement,  CFS  supplies  non-investment
related  administrative and compliance services for the Fund. CFS supervises the
preparation of tax returns, reports to shareholders, reports to and filings with
the Securities and Exchange  Commission and state  securities  commissions,  and
materials  for  meetings  of the  Board of  Trustees.  For these  services,  CFS
receives a monthly  fee from the Fund at an annual  rate of 0.15% of its average
daily net assets up to $50  million;  0.125% of such net assets from $50 million
to $100 million; and 0.10% of such net assets in excess of $100 million, subject
to a $1,000 minimum monthly fee.

TRANSFER AGENT AGREEMENT
Under the terms of a Transfer, Dividend Disbursing, Shareholder Service and Plan
Agency  Agreement,  CFS  maintains  the records of each  shareholder's  account,
answers shareholders'  inquiries concerning their accounts,  processes purchases
and  redemptions  of the  Fund's  shares,  acts  as  dividend  and  distribution
disbursing agent and performs other  shareholder  service  functions.  For these
services, CFS receives a monthly fee at an annual rate of $20.00 per shareholder
account,  subject to a $1,200  minimum  monthly fee. In addition,  the Fund pays
out-of-pocket expenses including, but not limited to, postage and supplies.

ACCOUNTING SERVICES AGREEMENT
Under the terms of an Accounting  Services  Agreement,  CFS calculates the daily
net asset value per share and maintains  the financial  books and records of the
Fund. For these services, CFS receives a monthly fee of $3,000 from the Fund. In
addition,  the Fund  pays  certain  out-of-pocket  expenses  incurred  by CFS in
obtaining valuations of the Fund's portfolio securities.

UNDERWRITING AGREEMENT
Under the terms of an Underwriting  Agreement,  CW Fund Distributors,  Inc. (the
Underwriter)  serves as the exclusive  agent for the  distribution of the Fund's
shares.  For these  services,  the  Underwriter  earned  $474 from  underwriting
commissions on the sale of shares during the period ended June 30, 1998.

PLAN OF DISTRIBUTION
The Trust has adopted a Plan of  Distribution  (the Plan) pursuant to Rule 12b-1
under  the 1940  Act.  The Plan  provides  that the Fund may  directly  incur or
reimburse  the  Underwriter  or the  Adviser for  certain  costs  related to the
distribution  of the Fund  shares,  not to  exceed  0.25% of  average  daily net
assets.  For the period ended June 30, 1998,  the Fund incurred no such expenses
under the Plan.

<PAGE>


                           Lake Shore Family of Funds
                           --------------------------


                                  Balanced Fund


                               Semi-Annual Report
                                 June 30, 1998

                                  (Unaudited)

     INVESTMENT ADVISER                                  ADMINISTRATOR
     ------------------                                  -------------
 LAKE SHORE FUND GROUP, LLC                     COUNTRYWIDE FUND SERVICES, INC.
    8280 Montgomery Road                               312 Walnut Street
          Suite 302                                      P.O. Box 5354
   Cincinnati, Ohio 45243                         Cincinnati, Ohio 45201-5354
       1.513.794.1440                                   1.800.266.9532

<PAGE>

                            LAKE SHORE BALANCED FUND

                       STATEMENT OF ASSETS AND LIABILITIES

                                  June 30, 1998

                                   (Unaudited)

ASSETS
   Cash                                                                  $ 1,000
   Receivable for capital shares sold                                        285
   Organization expenses, net (Note 1)                                    22,716
   Other assets                                                            5,516
                                                                         -------
      TOTAL ASSETS                                                        29,517
                                                                         -------
LIABILITIES
   Payable to adviser (Note 3)                                            28,232
                                                                         -------
      TOTAL LIABILITIES                                                   28,232
                                                                         -------

NET ASSETS                                                               $ 1,285
                                                                         =======
NET ASSETS CONSIST OF:
Paid-in capital                                                          $ 1,285
Accumulated net realized gains from security transactions                      0
Net unrealized appreciation on investments                                     0
                                                                         -------
NET ASSETS                                                               $ 1,285
                                                                         =======
Shares of beneficial interest outstanding
   (unlimited number of shares
   authorized, no par value)                                                 128
                                                                         =======

Net asset value and redemption price per share (Note 1)                  $ 10.00
                                                                         =======

Maximum offering price per share (Note 1)                                $ 10.53
                                                                         =======

See accompanying notes to financial statements.

<PAGE>

                            LAKE SHORE BALANCED FUND

                             STATEMENT OF OPERATIONS

    For the period from commencement of operations to June 30, 1998 (Note 1)

                                   (Unaudited)

INVESTMENT INCOME
   Dividends                                                            $     0
                                                                        -------
EXPENSES
   Insurance expense                                                      3,094
   Registration fees                                                      1,730
   Postage and supplies                                                   1,476
   Trustees' fees and expenses                                              625
   Printing of shareholder reports                                          283
                                                                        -------
      TOTAL EXPENSES                                                      7,208
   Fees waived and expenses reimbursed by the Adviser (Note 3)           (7,208)
                                                                        -------
      NET EXPENSES                                                            0
                                                                        -------

NET INVESTMENT INCOME                                                         0
                                                                        -------
REALIZED AND UNREALIZED GAINS ON INVESTMENTS
   Net realized gains from security transactions                              0
   Net increase in unrealized appreciation on investments                     0
                                                                        -------
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS                              0
                                                                        -------

NET INCREASE IN NET ASSETS FROM OPERATIONS                              $     0
                                                                        =======

See accompanying notes to financial statements.

<PAGE>

                            LAKE SHORE BALANCED FUND

                       STATEMENT OF CHANGES IN NET ASSETS

    For the period from commencement of operations to June 30, 1998 (Note 1)

                                   (Unaudited)

FROM OPERATIONS:
   Net investment income                                                  $    0
   Net realized gains from security transactions                               0
   Net increase in unrealized appreciation on investments                      0
                                                                          ------
Net increase in net assets from operations                                     0
                                                                          ------
FROM CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold                                                 285
   Payments for shares redeemed                                                0
                                                                          ------
Net increase in net assets from capital share transactions                   285
                                                                          ------

TOTAL INCREASE IN NET ASSETS                                                 285

NET ASSETS:
   Beginning of period (Note 1)                                            1,000
                                                                          ------
   End of period                                                          $1,285
                                                                          ======
CAPITAL SHARE ACTIVITY:
   Shares sold                                                                28
   Shares redeemed                                                             0
                                                                          ------
   Net increase in shares outstanding                                         28
   Shares outstanding, beginning of period (Note 1)                          100
                                                                          ------
   Shares outstanding, end of period                                         128
                                                                          ======

See accompanying notes to financial statements.

<PAGE>

                            LAKE SHORE BALANCED FUND

                              FINANCIAL HIGHLIGHTS

           Selected Per Share Data and Ratios for a Share Outstanding
                  Throughout the Period Ended June 30, 1998 (a)

                                   (Unaudited)


Net asset value at beginning of period                             $   10.00
                                                                   ---------
Income from investment operations:
   Net investment income                                                0.00
   Net realized and unrealized gains on investments                     0.00
                                                                   ---------
Total from investment operations                                        0.00
                                                                   ---------

Net asset value at end of period                                   $   10.00
                                                                   =========

Total return (b)                                                       0.00%
                                                                   =========

Net assets at end of period                                        $   1,285
                                                                   =========

Ratio of net expenses to average net assets (c)                        0.00%(d)

Ratio of net investment income to average net assets                   0.00%(d)

Portfolio turnover rate                                                   0%


(a)  Represents the period from the initial public  offering of shares (June 30,
     1998).

(b)  Total return shown excludes the effect of applicable sales loads and is not
     annualized.

(c)  Ratio of  expenses  to  average  net assets  assuming  no waiver of fees or
     reimbursement of expenses by the Adviser was 560.93%(d) (Note 3).

(d)  Annualized.

See accompanying notes to financial statements.

<PAGE>

                            LAKE SHORE BALANCED FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 1998

                                   (Unaudited)

1.   ORGANIZATION

The Lake Shore Family of Funds (the Trust) is  registered  under the  Investment
Company Act of 1940 (the 1940 Act) as an open-end management investment company.
The Trust was organized as an Ohio business  trust under a Declaration  of Trust
dated  September 3, 1997.  The Trust  currently  offers two  separate  series of
shares to investors: the Equity Fund and the Balanced Fund (individually, a Fund
and,  collectively,  the Funds). The Trust was capitalized on December 23, 1997,
when the initial  shares of each Fund were  purchased  at $10.00 per share.  The
public  offering of shares of the Balanced Fund  commenced on June 30, 1998. The
Balanced  Fund had no operations  prior to the public  offering of shares except
for the initial issuance of shares.

The  Balanced  Fund seeks  long-term  growth of capital  and  current  income by
investing in a balanced  portfolio of common stocks,  U.S. Treasury  obligations
and money market instruments.

2.   SIGNIFICANT ACCOUNTING POLICIES

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

Security valuation -- The Fund's portfolio securities are valued as of the close
of  business of the  regular  session of trading on the New York Stock  Exchange
(currently  4:00 p.m.,  Eastern  time).  Securities  traded on a national  stock
exchange  or quoted by NASDAQ are valued  based  upon the  closing  price on the
principal  exchange  where  the  security  is  traded,  or,  if not  traded on a
particular day, at the closing bid price. U.S. Government obligations are valued
at their most recent bid prices as obtained from one or more of the major market
makers for such securities.

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 maximum offering price per share is equal to
the net asset  value per share plus a sales load equal to 5.26% of the net asset
value (or 5.00% of the offering price).  The redemption price per share is equal
to the net asset value per share.

Investment  income --  Dividend  income is  recorded  on the  ex-dividend  date.
Interest  income is accrued as earned.  Discounts  and  premiums  on  securities
purchased  are  amortized  in  accordance  with  income  tax  regulations  which
approximate generally accepted accounting principles.

Distributions  to shareholders  -- The Fund expects to distribute  substantially
all of its net investment income, if any, on a quarterly basis. The Fund expects
to distribute any net realized  long-term capital gains at least once each year.
Management will determine the timing and frequency of the  distributions  of any
net realized short-term capital gains.

Organization  expenses -- Expenses of organization have been capitalized and are
being  amortized on a  straight-line  basis over five years. In the event any of
the initial shares of a Fund are redeemed during the  amortization  period,  the
redemption  proceeds  will be reduced by a pro rata  portion of any  unamortized
organization  expenses in the same  proportion  as the number of initial  shares
being redeemed bears to the number of initial shares of the Fund  outstanding at
the time of the redemption.

<PAGE>

                            LAKE SHORE BALANCED FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 1998

                                   (Unaudited)

Security  transactions -- Security  transactions  are accounted for on the trade
date. Securities sold are valued 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.

Federal  income  tax -- It is the  Fund's  policy  to  comply  with the  special
provisions  of the  Internal  Revenue Code  available  to  regulated  investment
companies.  As provided therein, in any fiscal year in which a Fund so qualifies
and  distributes  at least 90% of its taxable net income,  the Fund (but not the
shareholders) will be relieved of federal income tax on the income  distributed.
Accordingly, no provision for income taxes has been made.

In  order  to  avoid  imposition  of the  excise  tax  applicable  to  regulated
investment companies, it is also the Fund's intention to declare as dividends in
each calendar year at least 98% of its net investment  income (earned during the
calendar  year) and 98% of its net realized  capital  gains  (earned  during the
twelve months ended October 31) plus undistributed amounts from prior years.

As of June 30, 1998,  net  unrealized  appreciation  on  investments  was $0 for
federal income tax purposes.

3.   INVESTMENT TRANSACTIONS

During the period  ended June 30,  1998,  the Fund made no purchases or sales of
securities.

4.   TRANSACTIONS WITH AFFILIATES

Certain  trustees and officers of the Trust are also officers of Lake Shore Fund
Group,  LLC (the  Adviser),  of  Countrywide  Fund  Services,  Inc.  (CFS),  the
administrative  services agent,  shareholder  servicing and transfer agent,  and
accounting  services agent for the Trust, or of CW Fund Distributors,  Inc., the
exclusive agent for the distribution of the Fund's shares.

INVESTMENT ADVISORY AGREEMENT
The Fund's  investments  are managed by the Adviser  pursuant to the terms of an
Advisory  Agreement.  The Fund pays the  Adviser  an  investment  advisory  fee,
computed and accrued daily and paid  monthly,  at an annual rate of 1.00% of its
average daily net assets.

In order to voluntarily  reduce operating  expenses during the period ended June
30, 1998, the Adviser reimbursed the Fund for $7,208 of operating expenses.

<PAGE>

                            LAKE SHORE BALANCED FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 1998

                                   (Unaudited)

ADMINISTRATION AGREEMENT
Under the terms of an  Administration  Agreement,  CFS  supplies  non-investment
related  administrative and compliance services for the Fund. CFS supervises the
preparation of tax returns, reports to shareholders, reports to and filings with
the Securities and Exchange  Commission and state  securities  commissions,  and
materials  for  meetings  of the  Board of  Trustees.  For these  services,  CFS
receives a monthly  fee from the Fund at an annual  rate of 0.15% of its average
daily net assets up to $50  million;  0.125% of such net assets from $50 million
to $100 million; and 0.10% of such net assets in excess of $100 million, subject
to a $1,000 minimum monthly fee.

TRANSFER AGENT AGREEMENT
Under the terms of a Transfer, Dividend Disbursing, Shareholder Service and Plan
Agency  Agreement,  CFS  maintains  the records of each  shareholder's  account,
answers shareholders'  inquiries concerning their accounts,  processes purchases
and  redemptions  of  the  Funds  shares,  acts  as  dividend  and  distribution
disbursing agent and performs other  shareholder  service  functions.  For these
services, CFS receives a monthly fee at an annual rate of $20.00 per shareholder
account,  subject to a $1,200  minimum  monthly fee. In addition,  the Fund pays
out-of-pocket expenses including, but not limited to, postage and supplies.

ACCOUNTING SERVICES AGREEMENT
Under the terms of an Accounting  Services  Agreement,  CFS calculates the daily
net asset value per share and maintains  the financial  books and records of the
Fund. For these services, CFS receives a monthly fee of $2,000 from the Fund. In
addition,  the Fund  pays  certain  out-of-pocket  expenses  incurred  by CFS in
obtaining valuations of the Fund's portfolio securities.

UNDERWRITING AGREEMENT
Under the terms of an Underwriting  Agreement,  CW Fund Distributors,  Inc. (the
Underwriter)  serves as the exclusive  agent for the  distribution of the Fund's
shares.  No underwriting  commissions were earned by the Underwriter on the sale
of shares during the period ended June 30, 1998.

PLAN OF DISTRIBUTION
The Trust has adopted a Plan of  Distribution  (the Plan) pursuant to Rule 12b-1
under  the 1940  Act.  The Plan  provides  that the Fund may  directly  incur or
reimburse  the  Underwriter  or the  Adviser for  certain  costs  related to the
distribution  of the Fund  shares,  not to  exceed  0.25% of  average  daily net
assets.  For the period ended June 30, 1998,  the Fund incurred no such expenses
under the Plan.


<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
   <NUMBER>                   1
   <NAME>                     LAKE SHORE FAMILY OF FUNDS - EQUITY FUND     
       
<S>                             <C>
<PERIOD-TYPE>                  6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<INVESTMENTS-AT-COST>                          225,851
<INVESTMENTS-AT-VALUE>                         228,207
<RECEIVABLES>                                    2,343
<ASSETS-OTHER>                                  20,444
<OTHER-ITEMS-ASSETS>                             5,560
<TOTAL-ASSETS>                                 256,554
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          710
<TOTAL-LIABILITIES>                                710
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       253,478
<SHARES-COMMON-STOCK>                           25,235
<SHARES-COMMON-PRIOR>                            9,900
<ACCUMULATED-NII-CURRENT>                            8
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              2
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         2,356
<NET-ASSETS>                                   255,844
<DIVIDEND-INCOME>                                2,671
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   1,208
<NET-INVESTMENT-INCOME>                          1,463
<REALIZED-GAINS-CURRENT>                             2
<APPREC-INCREASE-CURRENT>                        2,356
<NET-CHANGE-FROM-OPS>                            3,821
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        1,455
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         15,192
<NUMBER-OF-SHARES-REDEEMED>                          1
<SHARES-REINVESTED>                                144
<NET-CHANGE-IN-ASSETS>                         156,844
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              749
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 25,416
<AVERAGE-NET-ASSETS>                           228,504
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                    .06
<PER-SHARE-GAIN-APPREC>                            .14
<PER-SHARE-DIVIDEND>                               .06
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.14
<EXPENSE-RATIO>                                   1.61
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
   <NUMBER>                   2
   <NAME>                     LAKE SHORE FAMILY OF FUNDS - BALANCED FUND
       
<S>                             <C>
<PERIOD-TYPE>                  6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<INVESTMENTS-AT-COST>                                0
<INVESTMENTS-AT-VALUE>                               0
<RECEIVABLES>                                      285
<ASSETS-OTHER>                                  22,716
<OTHER-ITEMS-ASSETS>                             6,516
<TOTAL-ASSETS>                                  29,517
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       28,232
<TOTAL-LIABILITIES>                             28,232
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         1,285
<SHARES-COMMON-STOCK>                              128
<SHARES-COMMON-PRIOR>                              100
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     1,285
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                              0
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                                0
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             28
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                             285
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  7,208
<AVERAGE-NET-ASSETS>                             1,285
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.00
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission