ATALANTA SOSNOFF INVESTMENT TRUST
N-30D, 1999-08-06
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- --------------------------------------------------------------------------------
                                                        ANNUAL REPORT
                                                         MAY 31,1999
- --------------------------------------------------------------------------------

    ATALANTA/SOSNOFF INVESTMENT TRUST
   101 Park Avenue o New York, NY 10178
    toll free 1-877-SOSNOFF (767-6633)
    website o www.atalantasosnoff.com
   e-mail o [email protected]

            BOARD OF TRUSTEES
            Howard A. Drucker
            Anthony G. Miller
             Toni E. Sosnoff                               [LOGO]
             Irving L. Straus
              Aida L. Wilder

            INVESTMENT ADVISER
Atalanta/Sosnoff Capital Corp. (Delaware)
   101 Park Avenue o New York, NY 10178

               DISTRIBUTOR
 Atalanta/Sosnoff Management Corporation
   101 Park Avenue o New York, NY 10178
                                                    ATALANTA/SOSNOFF FUND
              TRANSFER AGENT
     Countrywide Fund Services, Inc.
P.O. Box 5354 o Cincinnati, OH 45201-5354

- --------------------------------------------------------------------------------
                                                            [LOGO]
- --------------------------------------------------------------------------------

<PAGE>

Letter To Shareholders                                             July 15, 1999
================================================================================
Dear Shareholder:

For the fiscal period ended May 31, 1999, the Fund returned 23.4%, compared with
the S&P 500 Index return of 21.3%.  These are especially good results in view of
the extreme volatility in the market over the last year.

In 1999, after a strong start,  our performance  lagged the S&P benchmark in the
second calendar quarter.  The value sector strongly  outperformed  growth during
the second  quarter,  particularly in April and May.  Overweighted  positions in
cable and  broadcasting  corrected  somewhat,  but are doing  better since June.
Underweighted  sectors,  such as technology,  detracted from  performance  while
overweighted  financials,  particularly  brokerage  stocks,  did  poorly.  Stock
selection in consumer  cyclicals  and chemicals  also cost us some  performance.
Despite an upward  bias for  interest  rates,  the growth  sector  (where we are
concentrated)  has begun to recover.  Our performance  picked up during June and
this is carrying over into July.

We have adjusted the portfolio for a much  stronger  economic  setting.  We have
reduced  holdings in the drug sector and  financials.  Several  sectors where we
have  remained very  underweighted  or  unrepresented  for several years are now
foothold  positions.  These include energy,  the chemical industry and autos, as
well as commodity plays like gypsum.

Both the Federal  Reserve  Board and the  majority of  economists  have  grossly
underestimated  the strength of economic activity in the country.  The consensus
at year-end was below average GDP growth,  possibly 2 percent. Many pundits were
forecasting a recession in '99. The reality is that consumer end product  demand
has propelled GDP momentum to almost  double the  normalized  growth rate of 2.5
percent.  Retail sales,  autos and housing are buoyant and unlikely to ease much
this year. All this is happening  while  inventories  are quite moderate and our
foreign trade balance is negative at a $200 billion annual rate.

The Pacific  Rim  economies  are slowly  coming out of  recession,  as are large
economies in South America like Brazil. The impact on commodities,  particularly
oil, has been dramatic.  Industrial  commodity  prices rose 5 percent during the
second quarter while oil futures remain buoyant.

With consumer end product demand strong,  domestic GDP momentum  should continue
at a 4 percent clip thereby keeping upward pressure on inflation.  Therefore, we
expect the Federal  Reserve  Board to increase  money  market  rates by 25 to 50
basis  points  in the next six  months  even  though  the Fed  recently  gave an
indication of being neutral on  short-term  rates near term.  The yield curve is
already  steepening  to reflect the stronger  economy and more  commodity  price
inflation.  While interest  rates to some extent govern the valuation  level for
equities,  we expect corporate  earnings to show very strong momentum this year.
Our projection for some time has been above consensus for the S&P 500 Index. Our
$50 a share  earnings  projection is now the  consensus as estimates  have risen
from $46 a share.  Actually,  we expect corporate earnings will rise 10 percent,
so our $50 earnings projection could still be low.

                                                                               1
<PAGE>

Letter To Shareholders (Continued)
================================================================================
The  issue of stock  market  valuation  has  specific  pluses  and  minuses.  If
corporate  earnings are as good as we expect,  it partially offsets the negative
impact of rising interest rates. To the extent that the inflationary  trends are
moderate,  as seen in the Consumer  Price Index,  the stock market can deal with
this.  If there is more than a 50 basis point rise in yields,  the market  could
see some correction in price-earnings ratios. Our portfolio changes reflect this
point of view. Growth stocks that are at high valuations  (drugs) do not benefit
from quickening GDP momentum so they can see their valuation pared.  Since these
stocks  are  discounting  15 percent  growth  rates out to the year 2000 we have
reduced our holdings significantly. Cyclical growth stocks should continue to do
well  and  this  is  the  heart  of  the  portfolio  construct--  cable,  radio,
television, retailing, telecommunications and technology.

Sincerely,

Martin T. Sosnoff

                                 o   o   o

- --------------------------------------------------------------------------------
           Comparison of the Change in Value of a $10,000 Investment
               in the Atalanta/Sosnoff Fund and the S&P 500 Index

[GRAPHIC OMITTED]

                                             5/31/99
                                             -------
Atalanta/Sosnoff Fund                        $12,340
S&P 500 Index                                $12,130

                         ------------------------------
                              Atalanta/Sosnoff Fund
                                  Total Return

                         Since Inception*        23.40%
                         ------------------------------

           Past performance is not predictive of future performance.

              *Initial public offering of shares was June 17, 1998.

2
<PAGE>

PORTFOLIO CHARACTERISTICS (UNAUDITED)
================================================================================
SECTOR CONCENTRATION VS. THE S&P 500 INDEX (AS OF MAY 31, 1999)

[GRAPHIC OMITTED]


TOP TEN HOLDINGS (AS OF MAY 31, 1999)

                                                            % of
     Stock                         Sector                Portfolio
     -------------------------------------------------------------
     Cablevision Systems           Consumer Staples         5.9%
     Chancellor Media              Consumer Staples         4.9%
     Microsoft                     Technology               4.5%
     AT&T - Liberty Media Group    Consumer Staples         4.4%
     IBM                           Technology               3.4%
     Merrill Lynch                 Financial                3.3%
     Time Warner                   Consumer Staples         3.2%
     Citigroup                     Financial                3.1%
     MCI WorldCom Communication    Services                 2.4%
     USG                           Capital Goods            2.4%
                                                           -----
                                        Total:             37.5%

COMPARATIVE PERFORMANCE
<TABLE>
<CAPTION>
                                                           Average Annual Total Returns
                                       Total Returns     ---------------------------------
                                      Since Inception*    Year Ended      Since Inception*
                                      to May 31, 1999    June 30, 1999    to June 30, 1999
                                      ---------------    -------------    ----------------
<S>                                        <C>              <C>                <C>
Atalanta/Sosnoff Fund                      23.40%           18.07%             25.02%
Morningstar Large Cap Blend Category         n/a%           17.58%               n/a%
Lipper Growth Fund Index                   16.34%           21.69%             22.27%
S&P 500 Index                              21.30%           22.76%             26.87%
</TABLE>

*Inception (June 17, 1998)

                                                                               3
<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 1999
================================================================================
ASSETS
Investment securities:
   At acquisition cost .......................................     $ 11,587,209
                                                                   ============
   At market value (Note 1) ..................................     $ 13,912,458
Dividends receivable .........................................           10,475
Receivable for capital shares sold ...........................           13,340
Receivable for securities sold ...............................           96,469
Receivable from Adviser (Note 3) .............................            8,000
Organization costs, net (Note 1) .............................           46,112
Other assets .................................................           15,023
                                                                   ------------
      TOTAL ASSETS ...........................................       14,101,877
                                                                   ------------

LIABILITIES
Bank overdraft ...............................................            1,995
Payable for securities purchased .............................          595,944
Payable to affiliates (Note 3) ...............................           10,700
Other accrued expenses and liabilities .......................           13,268
                                                                   ------------
   TOTAL LIABILITIES .........................................          621,907
                                                                   ------------

NET ASSETS ...................................................     $ 13,479,970
                                                                   ============

Net assets consist of:
Paid-in capital ..............................................     $ 11,566,805
Accumulated net realized losses from security transactions ...         (412,084)
Net unrealized appreciation on investments ...................        2,325,249
                                                                   ------------
Net assets ...................................................     $ 13,479,970
                                                                   ============

Shares of beneficial interest outstanding (unlimited
   number of shares authorized, no par value) ................        1,092,454
                                                                   ============

Net asset value, offering price and
   redemption price per share (Note 1) .......................     $      12.34
                                                                   ============

See accompanying notes to financial statements.

4
<PAGE>

STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED MAY 31, 1999(A)
================================================================================
INVESTMENT INCOME
   Dividends ...................................................    $    89,751
                                                                    -----------

EXPENSES
   Investment advisory fees (Note 3) ...........................         74,620
   Trustees' fees and expenses .................................         22,594
   Accounting services fees (Note 3) ...........................         22,000
   Transfer agent fees (Note 3) ................................         16,500
   Service plan expense (Note 3) ...............................         24,873
   Professional fees ...........................................         14,781
   Registration fees ...........................................         14,656
   Administration fees (Note 3) ................................         14,074
   Organization expense (Note 1) ...............................         11,528
   Custodian fees ..............................................         11,293
   Postage and supplies ........................................         10,418
   Insurance expense ...........................................          9,145
   Printing of shareholder reports .............................          6,269
   Other expenses ..............................................            841
                                                                    -----------
      TOTAL EXPENSES ...........................................        253,592
   Fees waived and expenses reimbursed by the Adviser (Note 3) .       (104,369)
                                                                    -----------
      NET EXPENSES .............................................        149,223
                                                                    -----------

NET INVESTMENT LOSS ............................................        (59,472)
                                                                    -----------

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
   Net realized losses from security transactions ..............       (412,084)
   Net change in unrealized appreciation/
      depreciation on investments ..............................      2,325,249
                                                                    -----------

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS ...............      1,913,165
                                                                    -----------

NET INCREASE IN NET ASSETS FROM OPERATIONS .....................    $ 1,853,693
                                                                    ===========


(a)  Represents the period from the initial public  offering of shares (June 17,
     1998) through May 31, 1999.

See accompanying notes to financial statements.

                                                                               5
<PAGE>

STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED MAY 31, 1999(A)
================================================================================
FROM OPERATIONS:
   Net investment loss .......................................     $    (59,472)
   Net realized losses from security transactions ............         (412,084)
   Net change in unrealized appreciation/
      depreciation on investments ............................        2,325,249
                                                                   ------------
Net increase in net assets from operations ...................        1,853,693
                                                                   ------------

FROM CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold .................................       11,915,638
   Payments for shares redeemed ..............................         (389,361)
                                                                   ------------
Net increase in net assets from capital share transactions ...       11,526,277
                                                                   ------------

TOTAL INCREASE IN NET ASSETS .................................       13,379,970

NET ASSETS:
   Beginning of period (Note 1) ..............................          100,000
                                                                   ------------
   End of period .............................................     $ 13,479,970
                                                                   ============


CAPITAL SHARE ACTIVITY:
   Shares sold ...............................................        1,120,933
   Shares redeemed ...........................................          (38,479)
                                                                   ------------
   Net increase in shares outstanding ........................        1,082,454
   Shares outstanding, beginning of period (Note 1) ..........           10,000
                                                                   ------------
   Shares outstanding, end of period .........................        1,092,454
                                                                   ============

(a)  Represents the period from the initial public  offering of shares (June 17,
     1998) through May 31, 1999.

See accompanying notes to financial statements.

6
<PAGE>

FINANCIAL HIGHLIGHTS
FOR THE PERIOD ENDED MAY 31, 1999(A)
================================================================================
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD:

Net asset value at beginning of period .........................    $    10.00
                                                                    ----------

Income from investment operations:
   Net investment loss .........................................         (0.05)
   Net realized and unrealized gains on investments ............          2.39
                                                                    ----------
Total from investment operations ...............................          2.34
                                                                    ----------

Net asset value at end of period ...............................    $    12.34
                                                                    ==========

Total return(b) ................................................        23.40%
                                                                    ==========

RATIOS AND SUPPLEMENTAL DATA:

 Net assets at end of period (000's) ...........................    $   13,480
                                                                    ==========

Ratio of net expenses to average net assets(c)(d) ..............         1.50%

Ratio of net investment loss to average net assets(d) ..........        (0.60%)

Portfolio turnover rate(d) .....................................          124%

(a)  Represents the period from the initial public  offering of shares (June 17,
     1998) through May 31, 1999.

(b)  Not annualized.

(c)  Absent fee waivers and expense  reimbursements by the Adviser, the ratio of
     expenses  to average  net assets  would have been  2.54%(d)  for the period
     ended May 31, 1999 (Note 3).

(d)  Annualized.

See accompanying notes to financial statements.

                                                                               7
<PAGE>

PORTFOLIO OF INVESTMENTS
MAY 31, 1999
================================================================================
                                                                      Market
COMMON STOCKS -- 97.4%                                  Shares         Value
- --------------------------------------------------------------------------------
BASIC MATERIALS -- 4.8%
Air Products and Chemicals .....................         5,000     $    205,000
Praxair ........................................         5,000          244,063
Rohm and Haas ..................................         4,800          192,600
                                                                   ------------
                                                                        641,663
                                                                   ------------
COMMUNICATION SERVICES -- 6.2%
AT&T ...........................................         4,305          238,927
MCI WorldCom* ..................................         3,700          319,588
Sprint .........................................         2,400          270,600
                                                                   ------------
                                                                        829,115
                                                                   ------------
CONSUMER CYCLICALS -- 10.8%
Costco Companies* ..............................         3,500          253,750
Delphi Automotive Systems* .....................         1,957           38,406
Ford Motor .....................................         4,000          228,250
General Motors .................................         2,800          193,200
Southdown ......................................         3,700          234,488
USG ............................................         5,600          317,100
Wal-Mart Stores ................................         4,600          196,075
                                                                   ------------
                                                                      1,461,269
                                                                   ------------
CONSUMER STAPLES -- 31.6%
AT&T - Liberty Media Group - Class A* ..........         8,700          578,006
Cablevision Systems - Class A* .................         9,800          772,975
CBS* ...........................................         2,900          121,075
Chancellor Media* ..............................        12,700          645,319
Comcast - Class A* .............................         5,200          200,200
Fox Entertainment Group - Class A* .............        10,000          255,000
Gillette .......................................         3,900          198,900
Kroger* ........................................         4,800          281,100
MediaOne Group* ................................         4,200          310,275
News Corporation Limited - ADR .................         7,000          213,063
Safeway* .......................................         5,700          265,050
Time Warner ....................................         6,200          421,987
                                                                   ------------
                                                                      4,262,950
                                                                   ------------
ENERGY -- 2.4%
Texaco .........................................         2,000          131,000
Unocal .........................................         4,800          190,800
                                                                   ------------
                                                                        321,800
                                                                   ------------
8
<PAGE>

PORTFOLIO OF INVESTMENTS (CONTINUED)
================================================================================
                                                                      Market
COMMON STOCKS -- 97.4% (Continued)                      Shares         Value
- --------------------------------------------------------------------------------
FINANCIAL -- 20.3%
American International Group ...................         1,900     $    217,194
Capital One Financial ..........................         1,800          271,238
Chase Manhattan ................................         2,600          188,500
CIGNA ..........................................         2,900          270,425
CIT Group - Class A ............................         5,500          159,500
Citigroup ......................................         6,100          404,125
Fannie Mae .....................................         4,300          292,400
Heller Financial ...............................         6,900          205,275
Merrill Lynch ..................................         5,200          436,800
Providian Financial ............................         3,100          297,406
                                                                   ------------
                                                                      2,742,863
                                                                   ------------
HEALTH CARE -- 6.8%
ICN Pharmaceuticals ............................         8,300          272,862
Medtronic ......................................         3,303          234,513
Pfizer .........................................         1,600          171,200
United HealthCare ..............................         4,000          233,000
                                                                   ------------
                                                                        911,575
                                                                   ------------
TECHNOLOGY -- 14.5%
Apple Computer* ................................         3,000          132,187
Cisco Systems* .................................           900           97,987
EMC* ...........................................         1,600          159,400
IBM ............................................         3,800          441,988
Lycos* .........................................         2,500          251,250
Microsoft* .....................................         7,300          589,019
National Semiconductor* ........................         6,900          133,687
Sun Microsystems* ..............................         2,500          149,375
                                                                   ------------
                                                                      1,954,893
                                                                   ------------

TOTAL COMMON STOCKS-- 97.4% (Cost $10,800,879)..                     13,126,128
                                                                   ------------

CASH EQUIVALENTS -- 5.8%
Firstar Stellar Treasury Fund (Cost $786,330) ..                        786,330
                                                                   ------------

TOTAL INVESTMENT SECURITIES-- 103.2% (Cost $11,587,209)              13,912,458

LIABILITIES IN EXCESS OF OTHER ASSETS-- (3.2%) .                       (432,488)
                                                                   ------------

NET ASSETS-- 100.0% ............................                   $ 13,479,970
                                                                   ============

* Non-income producing security.

ADR - American Depository Receipt.

See accompanying notes to financial statements.

                                                                               9
<PAGE>

NOTES TO FINANCIAL STATEMENTS
MAY 31, 1999
================================================================================
1.   SIGNIFICANT ACCOUNTING POLICIES

The   Atalanta/Sosnoff   Fund  (the  Fund)  is  a  diversified   series  of  the
Atalanta/Sosnoff Investment Trust (the Trust), an open-end management investment
company  registered  under the  Investment  Company  Act of 1940.  The Trust was
organized  as an  Ohio  business  trust  on  January  29,  1998.  The  Fund  was
capitalized on May 6, 1998 when Atalanta/Sosnoff  Capital Corporation (Delaware)
(the Adviser)  purchased the initial 10,000 shares of the Fund at $10 per share.
The public  offering of shares of the Fund  commenced on June 17, 1998. The Fund
had no operations  prior to the public offering of shares except for the initial
issuance of shares.

The Fund seeks long-term  capital  appreciation,  through equity  investments in
companies entering into a cycle of accelerating earnings momentum.

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

Securities  valuation -- The Fund's  portfolio  securities  are valued as of the
close of the regular session of trading on the New York Stock Exchange (normally
4:00 p.m., Eastern time).  Securities which are traded on stock exchanges or are
quoted by NASDAQ are valued at the last reported sale price or, if not traded on
a  particular  day,  at  the  closing  bid  price.   Securities  traded  in  the
over-the-counter  market,  and which are not quoted by NASDAQ, are valued at the
last  sale  price,  if  available,  otherwise,  at the last  quoted  bid  price.
Securities for which market  quotations are not readily  available are valued at
fair value as determined in good faith in accordance with  consistently  applied
procedures  established  by and under the  general  supervision  of the Board of
Trustees.

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

Distributions to shareholders-- Dividends arising from net investment income, if
any, are declared and paid annually to  shareholders  of the Fund.  Net realized
short-term capital gains, if any, may be distributed throughout the year and net
realized  long-term  capital gains,  if any, are  distributed at least once each
year.  Income  dividends  and  capital  gain  distributions  are  determined  in
accordance with income tax regulations.

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

Organization  costs  --  Costs  incurred  by the  Fund in  connection  with  its
organization  and  registration of shares,  net of certain  expenses,  have been
capitalized and are being  amortized on a  straight-line  basis over a five year
period beginning with the commencement of operations.

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.

10
<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
Federal income  tax -- It is the  Fund's  policy  to  comply  with  the  special
provisions  of the  Internal  Revenue  Code (the Code)  available  to  regulated
investment companies.  As provided therein, in any fiscal year in which the 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.
There were no dividends required to be declared by the Fund during calendar year
1998.

As of May 31, 1999, net unrealized  appreciation  on investments  was $2,306,709
for federal  income tax purposes,  of which  $2,565,833  related to  appreciated
securities  and $259,124  related to depreciated  securities  based on a federal
income tax cost basis of $11,605,749.  The difference between the federal income
tax cost of portfolio  investments  and the financial  statement  cost is due to
certain timing differences in the recognition of capital losses under income tax
regulations and generally accepted accounting principles.

As of May 31, 1999, the Fund had capital loss  carryforwards  for federal income
tax purposes of $393,544, which expire May 31, 2007. These capital carryforwards
may be  utilized  in  future  years  to  offset  net  realized  gains  prior  to
distributing any such gains to shareholders.

Reclassification of capital accounts - As of May 31, 1999, the Fund reclassified
$59,472 of accumulated  net investment  loss to paid-in capital on the Statement
of  Assets  and  Liabilities.  The  reclassification,   a  result  of  permanent
differences between financial  statement and income tax reporting  requirements,
had no effect on the Fund's net assets or net asset value per share.

2.   INVESTMENT TRANSACTIONS

During the period ended May 31, 1999,  cost of purchases and proceeds from sales
of  portfolio  securities,  other  than  short-term  investments,   amounted  to
$22,605,664 and $11,405,975, respectively.

3.   TRANSACTIONS WITH AFFILIATES

The President of the Trust is also  Executive  Vice President of the Adviser and
of  Atalanta/Sosnoff  Management  Corporation (the  Distributor),  the principal
underwriter  for the Fund  and  exclusive  agent  for the  distribution  of Fund
shares.  The Vice  President of the Trust is also Vice President of the Adviser.
Certain  other  officers  of the Trust are also  officers  of  Countrywide  Fund
Services, Inc. (CFS), the administrative  services agent,  shareholder servicing
and transfer agent and accounting services agent for the Trust.

INVESTMENT ADVISORY AGREEMENT
The Fund's  investments  are managed by the Adviser  pursuant to the terms of an
Investment Advisory Agreement.  The Fund pays the Adviser an investment advisory
fee, computed and accrued daily and paid monthly,  at an annual rate of 0.75% of
average daily net assets of the Fund.

The Adviser currently intends to voluntarily waive its investment  advisory fees
and  reimburse the Fund for expenses  incurred to the extent  necessary to limit
total  operating  expenses of the Fund to a maximum level of 1.50% of the Fund's
average  daily net  assets.  Accordingly,  the  Adviser  waived  its  investment
advisory fees of $74,620 and reimbursed the Fund for $29,749 of other  operating
expenses during the period ended May 31, 1999.

                                                                              11
<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
ADMINISTRATION AGREEMENT
Under the terms of an  Administration  Agreement,  CFS  supplies  non-investment
related statistical and research data,  internal regulatory  compliance services
and executive  and  administrative  services for the Fund.  CFS  supervises  the
preparation of tax returns,  reports to shareholders of the Fund, 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 at an annual rate of 0.15% on the Fund's
average  daily net assets up to $50 million;  0.125% on such net assets  between
$50  million  and $100  million;  and 0.10% on such net assets in excess of $100
million, subject to a $1,000 minimum monthly fee.

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 fee, based on current asset levels, of
$2,000  per month  from the  Fund.  In  addition,  the Fund  reimburses  CFS for
out-of-pocket   expenses   related  to  the  pricing  of  the  Fund's  portfolio
securities.

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 per  shareholder
account from the Fund, subject to a $1,500 minimum monthly fee. In addition, the
Fund reimburses CFS for out-of-pocket  expenses  including,  but not limited to,
postage and supplies.

SERVICE PLAN
The Fund has adopted a service plan (the Plan) under which the Fund  compensates
the Distributor for services  related to the  distribution and promotion of Fund
shares. The Fund pays the Distributor a fee, computed and accrued daily and paid
monthly, at an annual rate of 0.25% of the average daily net assets of the Fund.
During the period  ended May 31,  1999,  the Fund  incurred  expenses of $24,873
under the Plan.

12
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
================================================================================

Arthur Andersen LLP                                           [LOGO]

To the  Shareholders  and Board of Trustees of the  Atalanta/Sosnoff  Investment
Trust:

We have  audited the  accompanying  statement of assets and  liabilities  of the
Atalanta/Sosnoff  Fund of the Atalanta/Sosnoff  Investment Trust,  including the
portfolio  of  investments,  as of May 31,  1999,  and the related  statement of
operations, the statement of changes in net assets, and the financial highlights
for the period  indicated  thereon.  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 based on our audit.

We conducted our audit 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  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of May 31, 1999, by correspondence  with the
custodian and broker. 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 audit provides 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
Atalanta/Sosnoff  Fund of the  Atalanta/Sosnoff  Investment  Trust as of May 31,
1999,  the results of its  operations,  the  changes in its net assets,  and the
financial  highlights  for the period  indicated  thereon,  in  conformity  with
generally accepted accounting principles.

/s/ Arthur Andersen LLP

Cincinnati, Ohio
June 25, 1999

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