BLUE RIDGE FUNDS TRUST
N-30D, 1998-07-28
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                           Blue Ridge Advisors, Inc.
                               84 Villa Rd., B-37
                              Greenville, SC 29615
                         (864) 467-0072, (864) 483-0527



Dear Shareholder:

I am happy to announce that the Blue Ridge Total Return Fund has just  completed
its second full calendar  quarter of operation.  We appreciate your business and
the confidence you have shown in us by joining us so early in our history. While
we are happy with our initial  year-to-date  results  through June 30 of a 9.85%
return and 10.47% since our December 1997 inception,  we are  disappointed  with
our second quarter  performance,  a decline of 4.1%. We are, however,  extremely
excited about the companies we have recently been able to purchase at attractive
prices and the opportunity to buy more of our current holdings.

Market Overview
Performance Table thru 6/30

SP500 Large Cap      17.71%
SP400 Midcap          8.64%
SP600 Small Cap       6.12%

The second quarter once again brought  concerns about Asia's economic  slowdown,
El Nino, and the Year 2000 to the forefront of investor's minds.  These combined
economic  influences have caused a stealth bear market (declines of 25% or more)
in many stocks,  though the major  capitalization  weighted averages have masked
these steep declines.  In a capitalization  weighted index larger companies like
Coke,  Proctor  and  Gamble,  GE,  and  Microsoft  have a greater  influence  on
performance than smaller companies.

Our Observations

The  uncertainty  created by Asia,  El Nino,  and Y2K has created a situation in
which  investors are acting in a scared to be in the market/ scared to be out of
the market fashion. Consequently investors have been wildly bidding up the stock
prices of any company  whose sales appear  "safe" from an economic  slowdown and
are "liquid" or tradable. The demand for "safe" stocks has thus favored consumer
goods  oriented  companies and the demand for stock  liquidity has favored large
companies.  I feel an actual example of a "safe haven stock" and an economically
sensitive stock will best  illustrate what we are  experiencing in the portfolio
and the marketplace currently.
<PAGE>

                                   Safe Haven
PerShare                           Coco-Cola                            Increase
Data         Est.                  Recession Years
             1998     1997         1992     1991    1990          1987     87-98

Sales        8.15     7.64         5.00     4.35    3.83          2.57     317%
Earnings     1.65     1.64          .72      .61     .51           .30     550%
Cash Flow    1.95     1.92          .84      .71     .60           .36     277%
Dividends     .60      .56          .28      .24     .20           .14     429%
Book Value   3.40     2.96         1.49     1.67    1.41          1.08     315%


                             Economically Sensitive
PerShare                           Ingersoll-Rand                       Increase
Data         Est.                  Recession Years
             1998     1997         1992     1991    1990          1987     87-98

Sales        51.85    42.43        24.12    23.05   24.09         16.66    311%
Earnings      2.90     2.31          .95      .94    1.18           .66    439%
Cash Flow     4.60     3.54         1.68     1.63    1.81          1.09    305%
Dividends      .62      .57          .47      .44     .42           .35    177%
Book Value   15.15    13.99         8.24    10.50   10.03          7.13    212%


One can see in the  above  data that the  financial  performance  of the  "safe"
Coca-Cola  has  indeed  been  better  than  that of the  economically  sensitive
Ingersoll-Rand as measured by the growth in earnings, dividends, and book value.
As investors,  however,  there is an additional  question  which we must answer:
Namely,  how much of a premium  price are we  willing  to pay for this less than
certain premium performance?  Given the market prices of 6/30/98 of Coca-Cola at
$85.50 and  Ingersoll-Rand  $44.07 we find the current 100%  premiums for safety
too high. We believe the above example is reflective of the broader market. As a
result,  the  portfolio has been,  and likely will continue to be,  overweighted
toward solid dividend paying, though more economically sensitive issues.

Successes & Failures

One  failure  for the  second  quarter  came  when we began  moving  more of the
portfolio too early into energy related issues like Texaco and Baker Hughes (oil
services).  Oil related issues have been trading lower as the price of crude has
fallen as a result of the lower  demand from Asia's  economic  slowdown  and the
unseasonably  warm El Nino weather in the U.S.. We believe,  however,  that this
setback is only  temporary  as Asia should  eventually  pull out of its economic
slump and the U.S. should continue to have cold winters.

Another  area  of  weakness  for  the  fund  was  specialty  chemicals:   Morton
International  and  BetzDearborn.  Morton (yes, the salt people) was hurt by the
now  infamous El Nino,  as less salt was used in the  Northeast  to clear roads,
stairs, etc. during the winter. Specialty chemicals have also been impacted from
demand  shortfalls in Asia.  Betz suffered from currency  translation and higher
expense as the company has been working to correct its Year 2000 problem.
<PAGE>

The fund benefited in the quarter from companies not exposed to El Nino or Asia.
For example,  Duke Energy  performed well as it benefited from the  unseasonably
warm weather.  Airlines  were also a winner for the fund, as Southwest  Airlines
has been the beneficiary of lower fuel cost.

In summary,  we are  extremely  happy with the companies we own, the products we
make and sell,  and the  prices we paid.  We do expect,  however,  the next 6-12
months to be a difficult  time as Asia  continues  to work  through its economic
slump and companies spend resources  correcting the Y2K problem. We look forward
to keeping you abreast of our efforts here at Blue Ridge and should you have any
questions please do not hesitate to give us a call.


Sincerely,


Allen R. Gillespie
Portfolio Manager


** Information  contained in this letter has been obtained from sources believed
to be reliable,  though neither the completeness nor accuracy of the information
can be guaranteed.

<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                    BLUE RIDGE TOTAL RETURN FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 1998
                                                            (Unaudited)

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                             Value
                                                                                                     Shares                 (note 1)
- ------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS - 90.67%

        Aerospace & Defense - 2.08%
                The Boeing Company ..........................................................          600                $   28,575
                                                                                                                          ----------

        Chemicals - 5.08%
                BetzDearborn Inc. ...........................................................          800                    39,400
                Morton International Inc. ...................................................        1,000                    30,437
                                                                                                                          ----------
                                                                                                                              69,837
                                                                                                                          ----------
        Commercial Services - 1.45%
                Ogden Corporation ...........................................................          700                    19,994
                                                                                                                          ----------

        Computers - 7.89%
                Hewlett-Packard Company .....................................................          800                    49,700
                International Business Machines .............................................          500                    58,750
                                                                                                                          ----------
                                                                                                                             108,450
                                                                                                                          ----------
        Computer Software & Services - 2.90%
                First Data Corporation ......................................................        1,200                    39,900
                                                                                                                          ----------

        Diversified Operations - 5.15%
                The Seagram Company Ltd. ....................................................        1,000                    43,938
        (a)     Triarc Companies, Inc. ......................................................        1,100                    26,813
                                                                                                                          ----------
                                                                                                                              70,751
                                                                                                                          ----------
        Electronics - Semiconductor - 2.70%
                Motorola, Inc. ..............................................................          700                    37,056
                                                                                                                          ----------

        Financial - Banks, Commercial - 2.33%
                Wachovia Corporation ........................................................          400                    32,025
                                                                                                                          ----------

        Financial - Banks, Money Center - 4.62%
                First Union Corporation .....................................................          700                    38,719
                J.P. Morgan & Company Incorporated ..........................................          200                    24,837
                                                                                                                          ----------
                                                                                                                              63,556
                                                                                                                          ----------
        Food - Wholesale - 3.65%
                Richfood Holdings, Inc. .....................................................        1,100                    26,881
                SYSCO Corporation ...........................................................        1,000                    23,312
                                                                                                                          ----------
                                                                                                                              50,193
                                                                                                                          ----------
        Forest Products & Paper - 2.68%
                International Paper Company .................................................          800                    36,800
                                                                                                                          ----------



                                                                                                                         (Continued)
</TABLE>
<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                    BLUE RIDGE TOTAL RETURN FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 1998
                                                            (Unaudited)

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                             Value
                                                                                                     Shares                 (note 1)
- ------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS - (Continued)

        Household Products & Housewares - 2.67%
                Sunbeam Corporation .........................................................        1,600                $   36,700
                                                                                                                          ----------

        Imaging - 2.60%
                Eastman Kodak Company .......................................................          500                    35,687
                                                                                                                          ----------

        Insurance - Life & Health - 3.41%
                Aetna Inc. ..................................................................          600                    46,912
                                                                                                                          ----------

        Insurance - Multi-line - 2.64%
                Loews Corporation ...........................................................          400                    36,300
                                                                                                                          ----------

        Machine - Construction & Mining - 1.64%
                Ingersoll-Rand Company ......................................................          500                    22,531
                                                                                                                          ----------

        Medical - Biotechnology - 7.59%
                Abbott Laboratories .........................................................          500                    37,094
        (a)     Amgen, Inc. .................................................................          600                    36,300
                Pharmacia & Upjohn, Inc. ....................................................          700                    30,931
                                                                                                                          ----------
                                                                                                                             104,325
                                                                                                                          ----------
        Medical Supplies - 3.52%
                Johnson & Johnson ...........................................................          700                    48,344
                                                                                                                          ----------

        Metals - Diversified - 1.49%
                ASARCO Incorporated .........................................................          900                    20,419
                                                                                                                          ----------

        Oil & Gas - Equipment & Services - 2.62%
                Baker Hughes, Incorporated ..................................................        1,000                    36,000
                                                                                                                          ----------

        Oil & Gas - Exploration - 5.46%
                Pennzoil Company ............................................................          600                    34,687
                Texaco Inc. .................................................................          700                    40,425
                                                                                                                          ----------
                                                                                                                              75,112
                                                                                                                          ----------
        Restaurants & Food Service - 1.62%
                Wendy's International, Inc. .................................................          900                    22,219
                                                                                                                          ----------

        Shoes - Leather - 3.01%
                Nike, Inc. ..................................................................          900                    41,400
                                                                                                                          ----------



                                                                                                                         (Continued)
</TABLE>
<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                    BLUE RIDGE TOTAL RETURN FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 1998
                                                            (Unaudited)

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                             Value
                                                                                                     Shares                 (note 1)
- ------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS - (Continued)

        Transportation - Miscellaneous - 1.04%
                CSX Corporation .............................................................          300                $   14,288
                                                                                                                          ----------

        Transportation - Rail - 2.78%
                Union Pacific Corporation ...................................................          500                    24,187
        (a)     Wisconsin Central Transportation Corporation ................................          600                    14,063
                                                                                                                          ----------
                                                                                                                              38,250
                                                                                                                          ----------
        Utilities - Electric - 2.10%
                Duke Energy Corporation .....................................................          500                    28,813
                                                                                                                          ----------

        Utilities - Gas - 2.47%
                Consolidated Natural Gas Company ............................................          600                    33,938
                                                                                                                          ----------

        Utilities - Telecommunications - 1.70%
                GTE Corporation .............................................................          400                    23,325
                                                                                                                          ----------

        Utilities - Water - 1.78%
        (a)     US Filter Corporation .......................................................          800                    24,400
                                                                                                                          ----------

        Total Common Stocks (Cost $1,192,853) ...............................................                              1,246,100
                                                                                                                          ----------

INVESTMENT COMPANIES - 6.21%

        Evergreen Money Market Treasury Institutional Money
                Market Fund Institutional Service Shares ....................................       66,435                    66,435
        Evergreen Money Market Treasury Institutional Treasury
                Money Market Fund Institutional Service Shares ..............................       18,956                    18,956
                                                                                                                          ----------

                Total Investment Companies (Cost $132,870) ..................................                                 85,391
                                                                                                                          ----------


Total Value of Investments (Cost $1,325,723) ........................................................        96.88%       $1,331,491
Other Assets Less Liabilities .......................................................................         3.12%           42,887
                                                                                                            ------        ----------
        Net Assets ..................................................................................       100.00%       $1,374,378
                                                                                                            ======        ==========




                                                                                                                         (Continued)
</TABLE>
<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                    BLUE RIDGE TOTAL RETURN FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 1998
                                                            (Unaudited)



        (a)     Non-income producing investment.

        (b)     Aggregate  cost for  financial  reporting  and  federal  income tax  purposes is the same.  Unrealized  appreciation
                (depreciation) of investments for financial reporting and federal income tax purposes is as follows:


                Unrealized appreciation ..............................................................          $ 57,923
                Unrealized depreciation ..............................................................           (48,545)
                                                                                                                --------

                        Net unrealized appreciation ..................................................          $  9,378
                                                                                                                ========

        At May 31, 1998,  the Fund's open options  contracts  which are  accounted for as a liability on the Statement of assets and
        liabilities were as follows:

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                              Number of            Market
                Underlying security/expiration date/exercise price                        contracts written        Value
- ------------------------------------------------------------------------------------------------------------------------------------

                Aetna Inc./January 1999/100 ........................................               3            $    412            
                The Boeing Company/July 1998/50 ....................................               6                 600
                First Data Corporation/July 1998/35 ................................              12                 975
                Ingersoll-Rand Company/December 1998/471/2 .........................               5               1,688
                International Business Machines/July 1998/115 ......................               5               3,625
                International Paper Company/January 1999/55 ........................               8               1,250
                J.P. Morgan & Company Incorporated/January 1999/140 ................               2               1,275
                Motorola, Inc./October 1998/55 .....................................               7               2,712
                Pennzoil Company/July 1998/60 ......................................               6               1,050
                Richfood Holdings, Inc./July 1998/25 ...............................              11                 825
                Texaco Inc./October 1998/70 ........................................               4                 200
                Wachovia Corporation/July 1998/90 ..................................               4                 150
                Wisconsin Central Transportation/July 1998/30 ......................               6                  38
                                                                                                                --------

                Total Call Options (Cost $18,410) ..................................                            $ 14,800
                                                                                                                ========






See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                    BLUE RIDGE TOTAL RETURN FUND

                                                 STATEMENT OF ASSETS AND LIABILITIES

                                                            May 31, 1998
                                                             (Unaudited)


ASSETS
       Investments, at value (cost $1,325,723) .............................................................              $1,331,491
       Cash ................................................................................................                  54,422
       Income receivable ...................................................................................                   3,265
                                                                                                                          ----------

            Total assets ...................................................................................               1,389,178
                                                                                                                          ----------


LIABILITIES
       Covered call options written, at value (premiums received $ 18,410) .................................                  14,800
                                                                                                                          ----------


NET ASSETS
       (applicable to 123,451 NL class shares outstanding; unlimited
       shares of no par value beneficial interest authorized) ..............................................              $1,374,378
                                                                                                                          ==========


NET ASSET VALUE, REDEMPTION AND OFFERING PRICE PER NL CLASS SHARE
       ($1,374,378 / 123,451 shares) .......................................................................                  $11.13
                                                                                                                          ==========


NET ASSETS CONSIST OF
       Paid-in capital .....................................................................................              $1,329,568
       Undistributed net investment income .................................................................                   1,816
       Undistributed net realized gain on investments ......................................................                  33,616
       Net unrealized appreciation on investments ..........................................................                   9,378
                                                                                                                          ----------
                                                                                                                          $1,374,378
                                                                                                                          ==========








See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                    BLUE RIDGE TOTAL RETURN FUND

                                                       STATEMENT OF OPERATIONS

                                                    Period from December 15, 1997
                                                   (Commencement of operations) to
                                                            May 31, 1998

                                                             (Unaudited)

INVESTMENT INCOME

       Income
            Interest .......................................................................................               $  2,249
            Dividends ......................................................................................                  5,927
                                                                                                                           --------

                 Total income ..............................................................................                  8,176
                                                                                                                           --------

       Expenses
            Investment advisory fees (note 2) ..............................................................                  6,435
                                                                                                                           --------

                 Less investment advisory fees waived (note 2) .............................................                 (1,304)
                                                                                                                           --------

                 Net expenses ..............................................................................                  5,131
                                                                                                                           --------

                       Net investment income ...............................................................                  3,045
                                                                                                                           --------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

       Net realized gain from investment transactions ......................................................                 33,616
       Increase in unrealized appreciation on investments ..................................................                  9,378
                                                                                                                           --------

            Net realized and unrealized gain on investments ................................................                 42,994
                                                                                                                           --------

                 Net increase in net assets resulting from operations ......................................               $ 46,039
                                                                                                                           ========








See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                    BLUE RIDGE TOTAL RETURN FUND

                                                 STATEMENTS OF CHANGES IN NET ASSETS

                                                For the period from December 15, 1997
                                                   (commencement of operations) to
                                                            May 31, 1998

                                                             (Unaudited)

INCREASE IN NET ASSETS

     Operations
         Net investment income ............................................................................              $    3,045
         Net realized gain from investment transactions ...................................................                  33,616
         Increase in unrealized appreciation on investments ...............................................                   9,378
                                                                                                                         ----------

              Net increase in net assets resulting from operations ........................................                  46,039
                                                                                                                         ----------

     Distributions to shareholders from
         Net investment income ............................................................................                  (1,229)
                                                                                                                         ----------

     Capital share transactions
         Increase in net assets resulting from capital share transactions (a) .............................               1,329,568
                                                                                                                         ----------

                   Total increase in net assets ...........................................................               1,374,378

NET ASSETS

     Beginning of period ..................................................................................                       0
                                                                                                                         ----------

     End of period (including undistributed net investment income .........................................              $1,374,378
                    of $1,816 at May 31, 1998)                                                                           ==========



(a) A summary of capital share activity follows:


                                                                                                -----------------------------------
                                                                                                        Shares              Value
                                                                                                -----------------------------------

Shares sold ................................................................................            123,343          $1,328,339
Shares issued for reinvestment
     of distributions ......................................................................                108               1,229
                                                                                                        -------          ----------

     Net increase ..........................................................................            123,451          $1,329,568
                                                                                                        =======          ==========









See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                    BLUE RIDGE TOTAL RETURN FUND

                                                        FINANCIAL HIGHLIGHTS

                                           (For a Share Outstanding Throughout the Period)

                                                For the period from December 15, 1997
                                                   (commencement of operations) to
                                                            May 31, 1998

                                                             (Unaudited)

Net asset value, beginning of period ..............................................................                   $ 10.00

      Income from investment operations
           Net investment income ..................................................................                      0.03
           Net realized and unrealized gain on investments ........................................                      1.12
                                                                                                                  -----------

               Total from investment operations ...................................................                      1.15
                                                                                                                  -----------

      Distributions to shareholders from
           Net investment income ..................................................................                     (0.02)
                                                                                                                  -----------

Net asset value, end of period ....................................................................                   $ 11.13
                                                                                                                  ===========


Total return ......................................................................................                     11.47%
                                                                                                                  ===========


Ratios/supplemental data

      Net assets, end of period ...................................................................               $ 1,374,378
                                                                                                                  ===========

      Ratio of expenses to average net assets
           Before expense reimbursements and waived fees ..........................................                      1.65% (a)
           After expense reimbursements and waived fees ...........................................                      1.31% (a)

      Ratio of net investment income to average net assets
           Before expense reimbursements and waived fees ..........................................                      0.44% (a)
           After expense reimbursements and waived fees ...........................................                      0.79% (a)


      Portfolio turnover rate .....................................................................                      4.87%

      Average brokerage commission per share (b) ..................................................                  $ 0.0886

(a)   Annualized.

(b)   Represents  total  commissions  paid on portfolio  securities  divided by total  portfolio  shares  purchased or sold on which
      commissions were charged.




See accompanying notes to financial statements
</TABLE>
<PAGE>
                          BLUE RIDGE TOTAL RETURN FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  May 31, 1998
                                   (Unaudited)



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

              The Blue Ridge  Total  Return Fund (the  "Fund") is a  diversified
              series of shares of  beneficial  interest  of the Blue Ridge Funds
              Trust (the "Trust").  The Trust, an open-ended investment company,
              was organized on September 30, 1997 as a Delaware  Business  Trust
              and is  registered  under the  Investment  Company Act of 1940, as
              amended.  The  investment  objective  of the Fund is to seek total
              return  from a  combination  of capital  appreciation  and current
              income.  The Fund began  operations  on  December  15,  1997.  The
              following is a summary of significant accounting policies followed
              by the Fund.

              A.    Security  Valuation - The Fund's  investments  in securities
                    are  carried at value.  Securities  listed on an exchange or
                    quoted on a  national  market  system are valued at the last
                    sales  price as of 4:00  p.m.  New  York  time on the day of
                    valuation.  Other securities traded in the  over-the-counter
                    market and listed  securities for which no sale was reported
                    on that  date are  valued  at the  most  recent  bid  price.
                    Securities  for  which  market  quotations  are not  readily
                    available,  if any,  are  valued  by  using  an  independent
                    pricing service or by following  procedures  approved by the
                    Board of Trustees. Short-term investments are valued at cost
                    which approximates value.

              B.    Federal  Income  Taxes  - It is the  policy  of the  Fund to
                    comply with the  provisions  of the  Internal  Revenue  Code
                    applicable  to regulated  investment  companies  and to make
                    sufficient  distributions  of  taxable  income to relieve it
                    from all federal income taxes.

                    Net investment income (loss) and net realized gains (losses)
                    may differ for  financial  statement and income tax purposes
                    primarily  because of losses incurred  subsequent to October
                    31,  which  are  deferred  for  income  tax  purposes.   The
                    character  of  distributions  made  during the year from net
                    investment  income or net  realized  gains may  differ  from
                    their  ultimate  characterization  for  federal  income  tax
                    purposes. Also, due to the timing of dividend distributions,
                    the fiscal year in which amounts are  distributed may differ
                    from the  year  that  the  income  or  realized  gains  were
                    recorded by the Fund.

              C.    Investment   Transactions  -  Investment   transactions  are
                    recorded  on the trade date.  Realized  gains and losses are
                    determined  using the specific  identification  cost method.
                    Interest  income is  recorded  daily on the  accrual  basis.
                    Dividend income is recorded on the ex-dividend date.

              D.    Distributions to Shareholders - The Fund generally  declares
                    dividends  quarterly,  payable in March, June, September and
                    December,  on a date  selected by the Trust's  Trustees.  In
                    addition, distributions may be made annually in December out
                    of net  realized  gains  through  October  31 of that  year.
                    Distributions   to   shareholders   are   recorded   on  the
                    ex-dividend   date.   The  Fund  may  make  a   supplemental
                    distribution subsequent to the end of its fiscal year ending
                    May 31.

              E.    Use of Estimates - The  preparation of financial  statements
                    in conformity with generally accepted accounting  principles
                    requires  management to make estimates and assumptions  that
                    affect  the  amount of  assets,  liabilities,  expenses  and
                    revenues  reported  in  the  financial  statements.   Actual
                    results could differ from those estimated.


                                                                     (Continued)
<PAGE>

                          BLUE RIDGE TOTAL RETURN FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  May 31, 1998
                                   (Unaudited)



              F.    Options  Transactions  - The  Fund  may  write  put and call
                    options only if such options are considered to be covered. A
                    written  call option is  considered  to be covered  when the
                    writer of the call option owns  throughout the option period
                    the  security on which the option is written.  A written put
                    option is considered  covered when the writer of the put has
                    deposited and maintained in a segregated  account throughout
                    the option period  sufficient cash or other liquid assets in
                    an amount equal to or greater than the exercise price of the
                    put option.  The Fund may  purchase put options and purchase
                    call options only to close open positions.

                    When the Fund writes a covered call or put option, an amount
                    equal to the premium  received is included in the  statement
                    of assets and liabilities as a liability.  The amount of the
                    liability is  subsequently  marked-to-market  to reflect the
                    current market value of the option.  If an option expires on
                    its stipulated  expiration date or if the Fund enters into a
                    closing purchase transaction, a gain or loss is realized. If
                    a  written  call  option  is  exercised,  a gain  or loss is
                    realized  for the sale of the  underlying  security  and the
                    proceeds  from  the  sales  are  increased  by  the  premium
                    originally  received.  If a written put option is exercised,
                    the  cost  of the  security  acquired  is  decreased  by the
                    premium  originally  received.  As writer of an option,  the
                    Fund has no control over whether the  underlying  securities
                    are  subsequently  sold (call) or purchased  (put) and, as a
                    result,  bears the market risk of an  unfavorable  change in
                    the price of the security underlying the written option.

                    When the Fund  purchases  a call or put  option,  an  amount
                    equal  to  the  premium  paid  is  included  in  the  Fund's
                    statement of assets and liabilities as an investment, and is
                    subsequently  marked-to-market to reflect the current market
                    value of the option.  If an option expires on the stipulated
                    expiration  date or if the Fund enters  into a closing  sale
                    transaction,  a gain  or  loss  is  realized.  If  the  Fund
                    exercises  a call  the  cost  of the  security  acquired  is
                    increased  by the  premium  paid  for  the  call.  If a Fund
                    exercises a put option,  a gain or loss is realized from the
                    sale of the underlying security,  and the proceeds from such
                    sale are decreased by the premium  originally paid.  Written
                    and purchased options are non-income producing securities.


NOTE 2 - INVESTMENT ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS

              Pursuant to an investment advisory agreement, Blue Ridge Advisors,
              Inc. (the "Manager")  provides the Fund with a continuous  program
              of supervision of the Fund's assets,  including the composition of
              its  portfolio,  and  furnishes  advice and  recommendations  with
              respect to investments,  investment  policies and the purchase and
              sale of securities.  As compensation for its services, the Manager
              receives  a fee at the  annual  rate of  1.65%  of the  first  $20
              million of the  average  daily net assets of the Fund and 1.20% of
              average daily net assets over $20 million.  The Manager  currently
              intends to  voluntarily  waive a portion of its fee to limit total
              Fund  operating  expenses to 1.65% of the average daily net assets
              of  the  Fund.  There  can  be no  assurance  that  the  foregoing
              voluntary fee waiver will continue.

              The   Fund's   administrator,    The   Nottingham   Company   (the
              "Administrator"),  provides  administrative  services  to  and  is
              generally  responsible  for the overall  management and day-to-day
              operations   of  the   Fund   pursuant   to  an   accounting   and
              administrative  agreement  with the Trust.  The  Administrator  is
              compensated by the Manager and not directly by the Fund.

                                                                     (Continued)
<PAGE>

                          BLUE RIDGE TOTAL RETURN FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  May 31, 1998
                                   (Unaudited)



              North Carolina  Shareholder  Services,  LLC (the "Transfer Agent")
              serves as the Fund's transfer,  dividend  paying,  and shareholder
              servicing agent.  The Transfer Agent,  subject to the authority of
              the Board of Trustees,  provides transfer agency services pursuant
              to an agreement with the Administrator, which has been approved by
              the  Trust.  The  Transfer  Agent  maintains  the  records of each
              shareholder's  account,  answers shareholder  inquiries concerning
              accounts,  processes purchases and redemptions of the Fund shares,
              acts as dividend and distribution  disbursing  agent, and performs
              other  shareholder  servicing  functions.  The  Transfer  Agent is
              compensated  for its  services by the Manager and not  directly by
              the Fund.

              Capital Investment Group, Inc. (the  "Distributor"),  an affiliate
              of the Advisor,  serves as the Fund's  principal  underwriter  and
              distributor.  The  Distributor  may sell Fund shares to or through
              qualified  securities dealers or others. With respect to the Class
              NL shares,  the  Distributor  receives  no  compensation  from the
              Fund.Certain  Trustees and officers of the Trust are also officers
              of the Manager, the Distributor or the Administrator.


NOTE 3 - COVERED CALL OPTIONS

             As of May 31, 1998,  portfolio  securities  valued at $443,442 were
             segregated by the custodian in connection with covered call options
             written by the Fund.

             The Fund's activity in written options for the period ended May 31,
             1998 was as follows:

                                                     Number of         Contracts
                                                     Contracts          Premium
                                                     ---------         ---------
     Options outstanding at beginning of period           0              $     0
     Options sold                                       101               23,066
     Options canceled in closing transactions            15                3,242
     Options expired prior to exercise                    7                1,414
                                                        ---              -------

     Options outstanding at end of period                79              $18,410
                                                        ===              =======


NOTE 4 - PURCHASES AND SALES OF INVESTMENTS

              Purchases  and  sales  of   investments,   other  than  short-term
              investments,  aggregated $2,676,113 and $3,755,245,  respectively,
              for the period ended May 31, 1998.



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