ICM FUNDS
ICM SERIES TRUST
-----------------
ISABELLE SMALL CAP
VALUE FUND
Annual Report
December 31, 1999
<PAGE>
ICM/ISABELLE
SMALL CAP VALUE FUND
TABLE OF CONTENTS
Shareholder Letter ........................................................ 1
Portfolio of Investments .................................................. 6
Statement of Assets and Liabilities ....................................... 9
Statement of Operations ................................................... 10
Statements of Changes in Net Assets ....................................... 11
Financial Highlights ...................................................... 12
Notes to Financial Statements ............................................. 14
Report of Independent Public Accountants .................................. 19
<PAGE>
SHAREHOLDER LETTER
Dear Shareholder:
In our first letter to shareholders, we thanked our investors for their
confidence and support: Despite a difficult and trying initial nine-month
period, we asserted that the foundation upon which the portfolio was being built
was solid and that our efforts would, with patience, be amply rewarded.
I will tell you personally that it was not easy to maintain the course, but that
is what we are about, and we did, reporting in our semi-annual correspondence
that the first fruits were realized during the first half of 1999. It is then
with unusual pleasure that I now report that the bounty continues; performance
has steadily improved both relatively and absolutely.
Small capitalization issues, as represented by the Russell 2000 index, also did
better during the second half of the year, returning 10.90%, versus 7.87% for
the first half, actually surpassing the S&P 500 index which returned 7.71% for
the period, against 12.38% for the first six months. Your Fund, after a 21.7%
first half increase, posted an additional 27.8% return through December 31, for
an overall gain of 49.49% for the year, handily outperforming these benchmarks.
- ---------------------------
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. FOR MORE COMPLETE
INFORMATION ABOUT THE FUND, INCLUDING FEES AND EXPENSES, PLEASE CALL
1-800-472-6114 FOR A PROSPECTUS. PLEASE READ THE PROSPECTUS CAREFULLY BEFORE
INVESTING OR SENDING MONEY. THERE ARE RISKS ASSOCIATED WITH INVESTING IN FUNDS
THAT INVEST IN STOCKS OF SMALL COMPANIES. THESE STOCKS TEND TO BE MORE VOLATILE
AND LESS LIQUID THAN STOCKS OF LARGER COMPANIES. SHARE PRICES AND PERFORMANCE
CALCULATIONS ARE BASED UPON INVESTMENT CLASS SHARES. INVESTMENT RETURN AND
PRINCIPAL VALUE OF MUTUAL FUNDS WILL VARY WITH MARKET CONDITIONS, SO THAT
SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.
WITHOUT FEE WAIVERS AND EXPENSE REIMBURSEMENT IN EFFECT DURING THE PERIOD, TOTAL
RETURN FOR THE FUND WOULD HAVE BEEN LOWER. THE RUSSELL 2000 INDEX, THE MOST
RELEVANT BENCHMARK FOR THE FUND, IS AN UNMANAGED INDEX OF STOCKS CONSIDERED
REPRESENTATIVE OF THE SMALL CAP MARKET. AN INDIVIDUAL CANNOT INVEST IN THE
INDEX. DISTRIBUTORS: AMERIMUTUAL FUND DISTRIBUTORS, INC.
1
<PAGE>
But what was the quality of this performance? An examination reveals several
attributes that we hope will become recognized as established characteristics of
this mutual fund over time. First, gains were made across a variety of
industries and sectors. Here we believe our experience and open-mindedness in
the selection of individual stocks favors above average results regardless of
what the latest hot sector is or the nature of the market in general.
Illustrative of this diversity are some of 1999's `winners':
1. Apria Healthcare (NASDAQ:APRA); Home HealthCare +130%
2. Triton Energy (NYSE:OIL); Oil & Gas Production +160%
3. Neurocrine Biosciences (NASDAQ:NBIX); Pharmaceuticals +260%
4. Signal Technologies (AMEX:STZ); Electronic Components +269%
5. Maverick Tube (NASDAQ:MAVK); Oilfield Tubing +344%
6. InterTan (NYSE:ITN); Retail Consumer Electronics +350%
7. INSO (NASDAQ:INSO); Computer Software +354%
8. Measurement Specialties (AMEX:MSS);
Consumer Products +377%
Second, by sticking to our knitting: researching carefully, understanding the
business, quantifying the value, and buying for the long-term, those same ideas
which did not appear to be benefiting early on, are in many cases now `telling
their stories', resulting in significant appreciation both individually and
collectively, driving the performance of the Fund.
2
<PAGE>
All in all it was a very gratifying year, but in closing, let me reiterate that
successful portfolio management is not a sprint, but a marathon. Both hares and
tortoises can win, but the key is to understand your investment philosophy,
practice it well, and be consistent. As for us, we'll continue plodding along
the same old way: We like what we do, we know what we're doing, and we're
patient. Each year brings with it a new set of circumstances and therefore
challenges. Staying alert to new opportunities, wherever they may arise, and
remaining resolute in our investment philosophy, we believe that we will
continue to gain advantage for our shareholders over the long-term.
/s/ Warren J. Isabelle
President and Chairman of the Board
February 2000
- ------------
The views expressed in this report reflect those of the portfolio manager, only
through the period of this report as stated on the cover. The manager's views
are subject to change at any time based on the market and other conditions.
3
<PAGE>
ICM/ISABELLE SMALL CAP VALUE FUND
INVESTMENT CLASS
ILLUSTRATION OF $10,000 INVESTMENT
The graph below compares the increase in the value of a $10,000 investment in
the ICM/Isabelle Small Cap Value Fund with the performance of the Russell 2000
Index. The values and returns for the ICM Isabelle Small Cap Value Fund and the
Russell 2000 Index include reinvested dividends.
AVERAGE ANNUAL RETURN FOR THE PERIOD ENDING 12/31/99
ONE YEAR................49.49%
INCEPTION (3/9/1998).... 1.81%
[GRAPH DEPICTED HERE]
ICM/ISABELLE
RUSSELL 2000 SMALL CAP VALUE FUND
INDEX INVESTMENT CLASS
----- ----------------
3/9/98 $10,000.00 $10,000.00
3/31/98 10,420.39 10,000.00
6/30/98 9,945.17 9,040.00
9/30/98 7,945.72 6,110.00
12/31/98 9,236.17 6,910.00
3/31/99 8,630.43 6,690.00
6/30/99 9,962.68 8,390.00
9/30/99 9,340.23 8,250.00
12/31/99 11,049.11 10,330.00
*PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
4
<PAGE>
ICM/ISABELLE SMALL CAP VALUE FUND
INSTITUTIONAL CLASS
ILLUSTRATION OF $10,000 INVESTMENT
The graph below compares the increase in the value of a $10,000 investment in
the ICM/Isabelle Small Cap Value Fund with the performance of the Russell 2000
Index. The values and returns for the ICM Isabelle Small Cap Value Fund and the
Russell 2000 Index include reinvested dividends.
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDING 12/31/99
ONE YEAR .................... 49.71%
INCEPTION (3/29/1998)........ 2.03%
[GRAPH DEPICTED HERE]
ICM/ISABELLE
RUSSELL 2000 SMALL CAP VALUE FUND
INDEX INVESTMENT CLASS
----- ----------------
3/9/98 $10,000.00 $10,000.00
3/31/98 10,081.88 9,970.00
6/30/98 9,622.10 9,040.00
9/30/98 7,687.59 6,120.00
12/31/98 8,936.13 6,920.00
3/31/99 8,350.07 6,690.00
6/30/99 9,639.04 8,400.00
9/30/99 9,036.81 8,270.00
12/31/99 10,690.17 10,360.00
*PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
5
<PAGE>
<TABLE>
<CAPTION>
ICM/ISABELLE SMALL CAP VALUE FUND
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1999
MARKET
SHARES VALUE
- ------ -----
COMMON STOCKS - 91.08%
BASIC MATERIALS - 18.51%
<C> <S> <C>
25,400 ACX Technologies, Inc.* $271,462
17,754 AK Steel Holding Corp. 335,107
23,600 American National Can Group, Inc. 306,800
9,800 Cabot Corp. 199,675
16,000 Castle (A.M.) & Co. 190,000
39,500 CK Witco Corp. 528,312
24,000 Commonwealth Industries, Inc. 312,000
134,600 Crown Vantage Inc.* 277,612
37,400 Hanna (M.A.) Co. 409,063
39,100 Material Sciences Corp.* 398,331
---------
3,228,362
---------
CAPITAL GOODS - 19.23%
142,300 Brown & Sharpe Manufacturing Co.* 302,387
9,300 Carlisle Companies Inc. 334,800
11,100 Chicago Bridge & Iron Co. NV 152,625
44,500 DT Industries, Inc.* 350,437
25,600 ESCO Electronics Corp. 297,600
23,200 Kollmorgen Corp. 285,650
46,200 Magna Tek, Inc.* 355,163
70,200 RTI International Metals, Inc.* 526,500
16,800 Sames Corp. 259,350
27,200 TransPro, Inc. 175,100
27,000 Woodhead Industries, Inc. 313,875
---------
3,353,487
---------
COMMUNICATION SERVICES - 6.09%
74,375 Arch Communications Group, Inc.* 490,410
78,800 Signal Technology Corp.* 571,300
---------
1,061,710
---------
CONSUMER CYCLICALS - 10.17%
54,900 Acme Electric Corp.* 315,675
29,400 Louisiana-Pacific Corp. 418,950
2,700 McWhorter Technologies, Inc.* 43,200
24,100 Measurement Specialties, Inc.* 503,088
9,800 Russell Corp. 164,150
12,000 Westaff, Inc.* 99,000
42,700 Wickes Inc. 229,513
---------
1,773,576
---------
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
ICM/ISABELLE SMALL CAP VALUE FUND
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1999
MARKET
SHARES VALUE
- ------ -----
COMMON STOCKS - CONTINUED
CONSUMER STAPLES - 4.14%
27,100 Homeland Holding Corp.* $ 98,237
6,200 Michael Foods, Inc. 152,675
45,700 WLR Foods, Inc. 262,775
133,850 Worldtex, Inc.* 209,141
---------
722,828
---------
ENERGY - 5.84%
49,000 Bellwether Exploration Co.* 235,812
63,800 Key Energy Services, Inc.* 330,963
12,200 Plains Resources Inc.* 152,500
14,500 Triton Energy Limited 299,063
---------
1,018,338
---------
FINANCIAL SERVICES - 11.00%
41,000 Ceres Group, Inc. 287,000
65,600 Elite Information Group Inc. 701,100
23,100 The First American Financial Corp. 287,306
13,900 StanCorp Financial Group, Inc. 350,106
120,400 Transmedia Network Inc. 293,475
---------
1,918,987
HEALTH CARE - 5.97%
15,600 America Service Group Inc.* 234,000
20,100 EPIX Medical, Inc.* 201,000
13,000 I-STAT Corp.* 188,500
119,400 Medical Resources, Inc.* 67,163
83,600 Scios Inc.* 350,075
---------
1,040,738
---------
TECHNOLOGY - 8.36%
20,100 Anacomp, Inc. 365,569
16,900 ANSYS, Inc.* 185,900
21,915 CSP Inc.* 167,102
17,035 GSI Lumonics Inc.* 149,056
2,800 NETRIX Corp.* 41,825
21,800 Pioneer-Standard Electronics, Inc. 314,738
25,950 Sypris Solutions, Inc.* 233,550
---------
1,457,740
---------
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
ICM/ISABELLE SMALL CAP VALUE FUND
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1999
MARKET
SHARES VALUE
- ------ -----
COMMON STOCKS - CONTINUED
TRANSPORTATION - 1.77%
21,000 Consolidated Freightways Corp.* $166,687
8,500 Yellow Corp.* 142,906
-------------
309,593
-------------
TOTAL COMMON STOCKS (COST $15,196,699) 15,885,359
-------------
SHORT TERM INVESTMENTS (COST $1,270,555) - 7.29%
Fifth Third Treasury Cash Reserves 1,270,555
-------------
TOTAL INVESTMENTS (COST $16,467,254)** - 98.37% 17,155,914
CASH AND OTHER ASSETS NET OF LIABILITIES - 1.63% 285,022
-------------
NET ASSETS - 100.00% $ 17,440,936
==============
<FN>
* Non-income producing security
** Cost for federal income tax purposes is $16,560,861 and net
unrealized appreciation consists of:
</FN>
Gross unrealized appreciation ..................... $ 2,166,528
Gross unrealized depreciation ..................... (1,571,475)
-------------
Net unrealized appreciation ....................... $ 595,053
==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
8
<PAGE>
<TABLE>
<CAPTION>
ICM/ISABELLE SMALL CAP VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1999
ASSETS:
<S> <C>
Investments in securities at market value
(identified cost $16,467,254) (Note 1) $17,155,914
Receivable for fund shares sold 691,322
Due from advisor (Note 3) 919
Deferred organization costs (Note 1) 38,416
Other assets 11,326
-----------
TOTAL ASSETS 17,897,897
-----------
LIABILITIES:
Payable for securities purchased 412,411
Accrued expenses 44,550
-----------
TOTAL LIABILITIES 456,961
-----------
NET ASSETS $17,440,936
===========
Investment Class Shares (Note 1):
Net assets (Unlimited shares of $0.001 par beneficial
interest authorized; 967,017 shares outstanding) $ 9,993,091
===========
Net asset value, offering and redemption price
per Investment Class Share $ 10.33
===========
Institutional Class Shares (Note 1):
Net assets (Unlimited shares of $0.001 par beneficial
interest authorized; 718,983 shares outstanding) $ 7,447,845
===========
Net asset value, offering and redemption price
per Institutional Class Share $ 10.36
===========
NET ASSETS CONSIST OF:
Paid-in capital 15,442,968
Accumulated net investment loss 0
Accumulated net realized gain on investments 1,309,308
Net unrealized appreciation on investments 688,660
-----------
NET ASSETS $17,440,936
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
9
<PAGE>
<TABLE>
<CAPTION>
ICM/ISABELLE SMALL CAP VALUE FUND
STATEMENT OF OPERATIONS
FOR THE YEAR
ENDED
DECEMBER 31, 1999
INVESTMENT INCOME:
<S> <C>
Dividends $ 22,543
Interest 14,207
-----------
TOTAL INCOME 36,750
-----------
EXPENSES:
Investment advisory fees (Note 3) 78,006
Transfer agent fees 57,974
Professional fees 57,172
Administration fees 1,247
Accounting fees 43,802
Registration fees 26,043
Custodian fees (Note 3) 12,146
Amortization of organization costs (Note 1) 12,048
Distribution fees - Investment Class (Note 4) 8,582
Printing expense 6,630
Trustees fees and expenses 6,225
Insurance expense 2,782
Miscellaneous fees 1,764
-----------
TOTAL EXPENSES 364,421
Fees waived and expenses reimbursed by advisor (Note 3) (221,224)
Credits allowed by custodian (Note 3) (1,438)
-----------
NET EXPENSES 141,759
-----------
NET INVESTMENT LOSS (105,009)
-----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments 2,226,890
Net change in unrealized appreciation of investments 1,687,839
-----------
Net realized and unrealized gain on investments 3,914,729
-----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 3,809,720
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
10
<PAGE>
<TABLE>
<CAPTION>
ICM/ISABELLE SMALL CAP VALUE FUND
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD
FOR THE YEAR MARCH 9, 1998*
ENDED THROUGH
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
OPERATIONS:
<S> <C> <C>
Net investment loss $ (105,009) $ (31,257)
Net realized gain/(loss) on investments 2,226,890 (812,573)
Net change in unrealized appreciation/
(depreciation) of investments 1,687,839 (999,179)
--------- --------
Net increase (decrease) in net
assets resulting from operations 3,809,720 (1,843,009)
--------- --------
CAPITAL SHARE TRANSACTIONS:
Shares sold:
Investment Class 6,998,269 2,144,314
Institutional Class 1,782,304 5,500,000
Shares redeemed:
Investment Class (544,317) (206,284)
Institutional Class -- (300,061)
--------- --------
Increase in net assets derived from
capital share transactions (a) 8,236,256 7,137,969
---------- ---------
TOTAL INCREASE IN NET ASSETS 12,045,976 5,294,960
---------- ---------
NET ASSETS:
Beginning of period 5,394,960 100,000
---------- ---------
End of period (including accumulated
net investment income of $0
and $0, respectively) $ 17,440,936 $ 5,394,960
============ ===========
(a) Transactions in capital stock were:
Shares sold:
Investment Class 796,386 270,372
Institutional Class 179,609 589,374
Shares redeemed:
Investment Class (69,667) (30,074)
Institutional Class -- (50,000)
Increase in shares outstanding 906,328 779,672
============ ===========
<FN>
* Commencement of investment operations for the Investment Class.
Commencement of operations for the Institutional Class was March 29, 1998.
</FN>
</TABLE>
The accompanying notes are an integral part of the financial statements.
11
<PAGE>
<TABLE>
<CAPTION>
ICM/ISABELLE SMALL CAP VALUE FUND
FINANCIAL HIGHLIGHTS
The table below sets forth financial data for one share of capital stock
outstanding throughout each period indicated.
INVESTMENT INVESTMENT
CLASS CLASS
----------------- -----------------
FOR THE PERIOD
FOR THE YEAR MARCH 9, 1998**
ENDED THROUGH
DECEMBER 31, 1999* DECEMBER 31, 1998
----------------- -----------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 6.91 $ 10.00
------------ -------------
Income From Investment Operations:
Net investment loss (0.12) (0.04)
Net gains/(losses) on investments
(both realized and unrealized) 3.54 (3.05)
------------ -------------
TOTAL FROM INVESTMENT
OPERATIONS 3.42 (3.09)
------------ -------------
NET ASSET VALUE, END OF PERIOD $ 10.33 $ 6.91
------------ -------------
TOTAL RETURN 49.49% (30.90%)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in 000s) $ 9,993 $ 1,660
Ratio of expenses to average net assets:
Before expense reimbursement 4.79% 8.81%(1)
After expense reimbursement(2) 1.95% 1.95%(1)
Ratio of net investment loss to average net assets:
Before expense reimbursement (4.23%) (7.99%)(1)
After expense reimbursement2 (1.39%) (1.13%)(1)
Portfolio turnover rate 84.30% 21.43%
<FN>
- ----------
* Based on average shares outstanding.
** Commencement of investment operations.
1 Annualized.
2 Includes custody earnings credits.
</FN>
</TABLE>
The accompanying notes are an integral part of the financial statements.
12
<PAGE>
ICM/ISABELLE SMALL CAP VALUE FUND
FINANCIAL HIGHLIGHTS
The table below sets forth financial data for one share of capital stock
outstanding throughout each period indicated.
<TABLE>
<CAPTION>
INSTITUTIONAL INSTITUTIONAL
CLASS CLASS
------------------ -----------------
FOR THE PERIOD
FOR THE YEAR MARCH 29, 1998**
ENDED THROUGH
DECEMBER 31, 1999* DECEMBER 31, 1998
------------------ -----------------
<S> <C> <C>
Net Asset Value, Beginning of Period $ 6.92 $ 10.00
-------- ---------
Income From Investment Operations:
Net investment loss (0.10) (0.04)
Net gains/(losses) on investments
(both realized and unrealized) 3.54 (3.04)
-------- ---------
Total from investment operations 3.44 (3.08)
-------- ---------
Net Asset Value, End of Period $ 10.36 $ 6.92
-------- ---------
Total Return 49.71% (30.80%)
Ratios/Supplemental Data
Net assets, end of period (in 000s) $ 7,448 $ 3,734
Ratio of expenses to average net assets:
Before expense reimbursement 4.54% 8.56%(1)
After expense reimbursement(2) 1.70% 1.70%(1)
Ratio of net investment loss to average net assets:
Before expense reimbursement (4.14%) (7.74%)(1)
After expense reimbursement2 (1.30%) (0.88%)(1)
Portfolio turnover rate 84.30% 21.43%
<FN>
- ----------
* Based on average shares outstanding.
** Commencement of investment operations.
1 Annualized.
2 Includes custody earnings credits.
</FN>
</TABLE>
The accompanying notes are an integral part of the financial statements.
13
<PAGE>
ICM/ISABELLE SMALL CAP VALUE FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1- SIGNIFICANT ACCOUNTING POLICIES
ICM/Isabelle Small Cap Value Fund (the "Fund"), a series of ICM Series Trust
(the "Trust") was organized as a Massachusetts business trust pursuant to a
trust agreement dated November 18, 1997. The Trust is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"). The Fund offers two
classes of shares (Investment Class shares and Institutional Class shares), each
of which has equal rights as to class and voting privileges. The Investment
Class has exclusive voting rights with respect to its distribution plan pursuant
to Rule 12b-1 ("12b-1 Plan") and is subject to 12b-1 Plan expenses. The Fund
commenced operations on March 9, 1998 (March 29, 1998 for the Institutional
Class). The investment objective of the Fund is to seek capital appreciation by
investing in a diversified portfolio of securities consisting primarily of
common stocks. The following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its financial
statements. The policies are in conformity with generally accepted accounting
principles for investment companies.
A. SECURITY VALUATION. Investments in securities are valued at the last
reported sales price on the national securities exchange or national
securities market on which such securities are primarily traded, on the last
business day of the period. Unlisted securities, or listed securities in
which there were no sales, are valued at the mean of the closing bid and ask
prices. Short-term obligations with remaining maturities of 60 days or less
are valued at amortized cost plus accrued interest, which approximates
market value. Any securities or other assets for which recent market
quotations are not readily available are valued at fair value as determined
in good faith under the direction of the Board of Trustees.
B. INVESTMENT INCOME AND SECURITIES TRANSACTIONS. Security transactions are
accounted for on the date the securities are purchased or sold (trade date).
Cost is determined and gains and losses are based on the identified cost
basis for both financial statement and federal income tax purposes. Dividend
14
<PAGE>
ICM/ISABELLE SMALL CAP VALUE FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 (continued)
income is reported on the ex-dividend date. Interest income and expenses are
accrued daily.
C. NET ASSET VALUE PER SHARE. Net Asset value per share of each class of
shares of the Fund is determined daily as of the close of trading on the New
York Stock Exchange by dividing the value of its net assets, less
liabilities attributable to that class, by the number of outstanding shares
of that class. The net asset value of the classes may differ because of
different fees and expenses charged to each class.
D. ORGANIZATION COSTS. Organization costs are amortized on a straight line
basis over five years from commencement of operations. If any of the
original shares are redeemed by any holder thereof prior to the end of the
amortization period, the redemption proceeds will be decreased by the
prorata share of the unamortized organizational costs as of the date of
redemption. The prorata share will be derived by dividing the number of
original shares redeemed by the total number of original shares outstanding
at the time of redemption.
E. FEDERAL INCOME TAXES. The Trust intends to continue to qualify each year
as a regulated investment company by complying with all requirements of the
Internal Revenue Code of 1986, as amended, applicable to regulated
investment companies including, among other things, distributing
substantially all of its earnings to its shareholders. Therefore, no federal
income tax provision is required.
The characterization of distributions to shareholders for financial
reporting purposes is determined in accordance with federal income tax
rules. Therefore, the source of the Fund's distributions may be shown in the
accompanying financial statements as either from or in excess of net
investment income or net realized gain on investment transactions, or from
paid-in capital, depending on the type of book/tax differences that may
exist. At December 31, 1999, the Fund reclassified $105,009 from accumulated
net investment loss to accumulated undistributed net realized gain on
investments. The reclassification has no impact on the net asset value of
the Fund and is designed to present the Fund's capital accounts on a tax
basis.
15
<PAGE>
ICM/ISABELLE SMALL CAP VALUE FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
F. INCOME AND EXPENSES. Expenses directly attributable to a particular class
are charged directly to such class. In calculating net asset value per share
of each class, investment income, realized and unrealized gains and losses
and expenses, other than class specific expenses, are allocated daily to
each class of shares based on the proportion of net assets of each class at
the beginning of that day.
G. DISTRIBUTIONS TO SHAREHOLDERS. The Fund will distribute substantially all
of its net investment income and capital gains, if any, annually.
Distributions to shareholders are recorded on the ex-dividend date. Income
and capital gain distributions are determined in accordance with income tax
regulations, which may differ from generally accepted accounting principles.
H. USE OF ESTIMATES. In preparing financial statements in conformity with
generally accepted accounting principles, management makes estimates and
assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements, as well as the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
NOTE 2 - PURCHASES AND SALES OF SECURITIES
Purchases and sales of securities, other than short-term investments, aggregated
$13,379,481 and $6,684,323 respectively, for the year ended December 31, 1999.
16
<PAGE>
ICM/ISABELLE SMALL CAP VALUE FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 (continued)
NOTE 3 - INVESTMENT MANAGEMENT FEE, ADMINISTRATION FEE AND OTHER TRANSACTIONS
Ironwood Capital Management, LLC ("ICM") serves as the investment advisor for
the Fund pursuant to an investment advisory agreement (the "Agreement") dated
March 2, 1998. Under the terms of the Agreement, ICM receives a fee from the
Fund, accrued daily and paid monthly, at an annual rate of 1.00% of the average
daily net assets of the Fund.
Pursuant to the terms of the Agreement, ICM is obligated for as long as the
Agreement remains in effect, to limit total Fund expenses, including its
investment advisory fee, to 1.95% of the average daily net assets annually for
the Investment Class and 1.70% of the average daily net assets annually for the
Institutional Class, and to waive such fees and expenses to the extent that they
exceed these amounts. For the year ended December 31, 1999, advisory fees of
$78,006 were waived by ICM and ICM has agreed to reimburse the Fund $143,245.
The unreimbursed balance due from Advisor as of December 31, 1999 was $919.
Certain officers and Trustees of the Trust are affiliated persons of ICM.
Effective August 23, 1999, American Data Services, Inc. ("ADS") serves as the
administrator, fund accounting agent and transfer agent to the Fund, and
AmeriMutual Fund Distributors, Inc., an affiliate of ADS, serves as the Fund's
distributor.
For providing administrative services, the Fund pays ADS a fee at the annualized
rate of 0.12% of the Fund's average daily net assets; a minimum fee applies. For
providing fund accounting services, the Fund pays ADS a fixed monthly fee for
average net assets less than $25 million plus out-of-pocket expenses. For
providing transfer agent services, the Fund pays ADS a minimum monthly or per
account fee plus certain transaction fees. Prior to August 23, 1999, First Data
Investor Services Group, Inc., a subsidiary of First Data Corporation, served as
the Fund's administrator.
17
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ICM/ISABELLE SMALL CAP VALUE FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 (continued)
Fifth Third Bank, as the Fund's custodian, has agreed to compensate the Fund and
decrease custody fees for interest on any cash balances left uninvested. For the
year ended December 31, 1999, the Fund's custodian expenses were reduced by
$1,438.
No officer, trustee or employee of ICM, or ADS, or any affiliate thereof,
receives any compensation from the Trust for serving as a Trustee or officer of
the Trust. The Trust pays each unaffiliated Trustee an annual fee of $2,000 for
their services, including their attendance at board and committee meetings. The
Trust also reimburses each unaffiliated Trustee for travel and out-of-pocket
expenses related to the attendance at such meetings.
NOTE 4 - DISTRIBUTION PLAN
The Trustees of the Fund have adopted a 12b-1 Plan with respect to the
Investment Class shares pursuant to Section 12(b) of the 1940 Act and Rule 12b-1
thereunder, which permits the Fund to pay certain expenses associated with the
distribution of its Investment Class shares. Under the 12b-1 Plan, the Fund
compensates the Distributor at a fee calculated at an annual rate of up to 0.25%
of the value of the average daily net assets attributable to the Investment
Class shares for distribution expenses borne, or paid to others, by the
Distributor. For the year ended December 31, 1999, the Fund incurred $8,582 in
the distribution costs for Investment Class shares.
18
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE SHAREHOLDERS AND BOARD
OF TRUSTEES OF THE
ICM/ISABELLE SMALL CAP VALUE FUND
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE SHAREHOLDERS AND BOARD
OF TRUSTEES OF THE
ICM/ISABELLE SMALL CAP VALUE FUND
We have audited the accompanying statement of assets and liabilities of the
ICM/Isabelle Small Cap Value Fund, including the schedule of investments, as of
December 31, 1999, and the related statement of operations, the statement of
changes in net assets, and the financial highlights for the periods presented.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights. Our procedures included confirmation of
securities owned as of December 31, 1999, by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
ICM/Isabelle Small Cap Value Fund as of December 31, 1999, the results of its
operations, the changes in its net assets, and the financial highlights for the
periods presented, in conformity with generally accepted accounting principles.
Arthur Andersen, LLP
Boston, Massachusetts
February 24, 2000
19
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IRONWOOD CAPITAL MANAGEMENT, LLC
AND ICM FUNDS
THE IRONWOOD TREE
is a small, hardy tree, which yields a very useful and solid wood. Patiently,
these trees remain under the forest canopy until taller neighbors fall.
Once given the opportunity, the Ironwood grows quickly
to reach its full potential. We believe this imagery is appropriate
for our firm as well as our investment style.
IRONWOOD CAPITAL MANAGEMENT, LLC,
the investment manager of the ICM/Isabelle Small Cap Value Fund,
is an independent investment management firm specializing
in investing in small company stocks.
ICM Funds
C/O American Data Services, Inc.
P.O. Box 5536
Hauppauge, NY 11788-0132
1-800-472-6114
- --------------------------------------------------------------------------------
There are risks associated with investing in funds of this type that invest in
stocks of small-sized companies, which tend to be more volatile and less liquid
than stocks of larger companies. Past Fund performance is not indicative of
future results.
This information is not authorized for distribution unless accompanied or
preceded by a current prospectus.
DISTRIBUTOR: AMERIMUTUAL FUND DISTRIBUTORS, INC.
FOR ACCOUNT INFORMATION AND PRICES, CALL 1-800-472-6114 BETWEEN THE HOURS OF
9:00 A.M. AND 5:00 P.M. (EASTERN TIME), MONDAY THROUGH FRIDAY.
