BOWES INVESTMENT TRUST
N-30D, 1998-11-06
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- --------------------------------------------------------------------------------

                             BOWES INVESTMENT TRUST
                             ----------------------

                             BANK AND INSURANCE FUND


                               SEMI-ANNUAL REPORT
                                 August 31, 1998
                                   (Unaudited)


   INVESTMENT ADVISER                                        DISTRIBUTOR
   ------------------                                        -----------
    BOWES FUNDS, LLC                                 CW FUNDS DISTRIBUTORS, INC.
   4520 East West Hwy                                     312 Walnut Street
       Suite # 540                                           21st Floor
Bethesda, Maryland 20814                               Cincinnati, Ohio 45202
     1.301.654.9567                                        1.888.829.9973
                                                        
- --------------------------------------------------------------------------------

<PAGE>

                          BOWES BANK AND INSURANCE FUND

                            PORTFOLIO MANAGER REPORT


Dear Fellow Shareholder:

     As you  know,  it has  been  a  difficult  market  environment  for  equity
investors. Investors in financial service stocks endured even tougher times with
prices  correcting  from their  spectacular  three year run-up.  The bulk of the
Fund's $1.6 million of new inflows occurred during the market peaks of April and
July,  1998 and were  deployed  in what were deemed by us to be  undervalued  or
correction resistant stocks of the time. The Fund's approach to investing in the
past six months included the following strategies:

          Pass  up  the  larger   capitalized   stocks  that  were   trading  at
     unprecedented  valuation  levels as  measured by price to book value and by
     price to earnings multiples.

          Invest in the smaller and mid-size capitalized financial  institutions
     that  were  trading  at  multiples  that  then  appeared  to be  much  more
     attractive  valuations  including issues valued at under 150% of book value
     and at price to earnings multiples of less than 13 times earnings;

          To invest in announced cash merger  transactions  that appeared at the
     time to be  certain  and  that had  historically  demonstrated  much  lower
     volatility than general market issues.

          Seed cash balances in certain mutual thrift institutions and in mutual
     life insurance companies to position the Fund to benefit from the potential
     investment  opportunities  associated with thrift conversions and insurance
     demutualizations.


<TABLE>
<CAPTION>
<S>                                                  <C>
Unpredicted by most, a number of obstacles           COMPARATIVE PERFORMANCE
came out of the woodwork to confound our             FOR 6 MONTH PERIOD ENDED AUG. 31, 1998
investment plans in the Fund's first six             --------------------------------------
months ended August 31, 1998.                        RUSSELL 2000 FINANCIAL INDEX       -26.8%
                                                     KBW/PHILEXCHANGE BANK INDEX        -19.0%
Among the market and economic factors                NASDAQ COMPOSITE INDEX             -14.7%
That occurred in 1998 were:                          BOWES BANK & INSURANCE             -30.1%
</TABLE>

Profit-Taking

     The equity  markets had  experienced  3 years of gains with margin loans to
hedge funds and emerging market  investors  stacking up.  Increasing  investment
losses in emerging  markets,  the  mortgage  backed  securities  market,  and in
leveraged  investment  partnerships  caused a cycle of margin  calls and selling
waves.  Investors sold off liquid and non-marginable small cap stocks to pay off
margin debt and to take profits before gains evaporated. With liquidity becoming
more  valuable,  small cap stock demand  dropped off and prices  depreciated  as
measured by the performance of the Russell 2000 Index above.

<PAGE>

Global Turmoil Increased Investor Fear

     Capital flight from collapsing  foreign  economies  adversely  affected the
global currency and credit markets.  The  conventional  wisdom had been that the
U.S.  economy was a safe haven and largely  immune from the  economic  crises of
Russia,   Venezuela,  and  emerging  Asian  nations.  The  Nobel  prize  winning
economists and former Federal Reserve officials that managed the hedge fund Long
Term Capital found themselves  insolvent by shorting U.S.  Treasuries as foreign
governments  were cashing out of their own economies and were buying  treasuries
driving  the 30 year  bond to  record  low  yields  of under  5%.  Concurrently,
international financial and political  organizations,  blasted the airwaves with
cries of global economic doom demanding western nations to open their wallets to
bail out the emerging nations and their  speculators.  An environment of caution
replaced the frenzied buying of mid-year.


The Merger Environment Changed Drastically

     In  the  Fund's  first  fiscal  half,   the   financial   service   company
consolidation juggernaut continued with mega-mergers galore.  NationsBank buying
Bank of America, Banc One buying First Chicago,  Norwest buying Wells Fargo. The
list ran on and on with cash rarely used.  Acquirers could not issue shares fast
enough.  However,  the  announced  $70 billion stock swap merger of Citicorp and
Travelers marked a time of huge change in investor  psychology.  Investors put a
bid spiral on the price of both  institutions  running Citicorp shares up to $73
per  share.  The day  after the  announcement,  the  reality  of stock for stock
mergers  became  apparent that once stocks are linked on the way up, it works in
reverse as well.  Citicorp and Travelers shares plummeted while other deals such
as Conseco's  stock merger with  Greentree  Financial were greeted with this new
skepticism  and an era of deep discounts on companies  announcing  mergers using
stock. On August 31, 1998 Citicorp shares traded at $44 down 40% from their peak
while Conseco traded at $27.63 down 53% from its peak.

     In another  significant  sign of the times,  Berkshire  Hathaway  broke its
longstanding policy against using stock to acquire by agreeing to issue stock to
merge with General Re to create a company  with the second  largest net worth in
the world ($58 Billion) after Royal Dutch Shell.  Warren Buffet  believed it was
time to sell his stock to trade for General Re and its  portfolio of $27 billion
of liquid fixed investments.

     Year 2000  related  computer  reprogramming  has  recently  become a higher
priority than the technology system integration and conversions that accompany a
merger.  It is my view that merger  activity  will return in full force and will
spread on a wider level to the smaller  companies and across industry  subsector
lines as Y2K corrections are made and as markets regain confidence.

<PAGE>

The result of these market factors was a swing from frothy  exuberant  buying to
controlled  panic  selling of most stocks,  with  financial  stocks  bearing the
brunt.  This  market  meltdown  did  not  occur  in  an  environment  of  dismal
macroeconomic forces of high inflation, high credit costs and high unemployment.
Very much unlike 1987, 1990 and 1994, the last times financial stocks were taken
out and shot, the market  performance  occurred  against a backdrop of a banking
system that is awash in capital  and with  inflation  non-existent.  The driving
economic force currently in effect is a collateral crunch where global commodity
price deflation has ushered in a healthy new level of lending conservatism.  Oil
and  food  price  deflation  has  kept  inflation  at bay  but has  reduced  the
collateral  cushion  when those  commodities  are pledged  for loans.  Asian and
emerging market countries as well as the politically unstable Soviet nations are
expected  to  continue  to dump goods on the world  markets to raise much needed
cash.  A  by-product  of this  de-leveraging  has been a new  marking  to market
function  based on higher  equity at risk.  Even the  large  domestic  financial
institutions that were so enthusiastic in their overseas  investments have taken
their losses and have hopefully  become more  realistic  about the political and
structural  instability of emerging market nations. It has been unfortunate that
the community banks and domestic  insurers with no exposure to emerging  markets
and that do not lend to hedge funds have seen their share prices fall because of
the global crisis and international  investment problems. These institutions are
not  able to turn  directly  to the U.S.  Treasury  Department  and the  Federal
Reserve for help.

But change is certain.  Despite the global turmoil,  the financial  condition of
U.S.  financial  institutions  is very good as  measured by  increasing  capital
levels and record  profitability  and by relatively low levels of  nonperforming
assets. Increased productivity by greater use of technology is making its way to
the bottom lines of the mid size and larger institutions.

Continued Thrift Conversions:

Near certain 30% plus gains had occurred up until mid-year in investments in the
initial public offerings ("IPOs") of converting thrift institutions. The routine
appreciation of these  institutions had caused the Office of Thrift  Supervision
to require  certain  companies  coming  public to  increase  the  valuations  to
percentages  of book value  pushing  80% to 85%, up from the 65% to 75% price to
book ratios of the past few years.  Ironically,  the market  acceptance of these
institutions  abated given the liquidity crunch and increasing market fears. The
opening day gains on the thrift conversion 1POs dropped substantially  beginning
in June,  1998.  In fact,  there are now  nearly  two dozen  recent  conversions
trading at a price below their  offering price with  approximately  100 publicly
traded  converted   thrifts  trading  at  less  than  their  GAAP  book  values.
Consequently,  recent valuation appraisals of announced conversions have drifted
back  to the  65% to 75% of  book  value  ranges  making  new  investments  more
attractive.   The  continuation  of  heightened   competition   among  financial
institutions  coupled with narrowing net interest  margins in the current credit
yield curve  environment  are trends that will  pressure  many of the  remaining
approximately  800 mutual  thrifts to execute  conversion  as part of an exit or
merger strategy. The Fund is positioned well should this environment persist.

<PAGE>

A Coming Wave of Demutualizations

As with the thrifts,  a major  catalyst in the  continued  consolidation  of the
financial services industry will be the  demutualization of insurance  companies
over the next  several  years.  Competitive  forces have made it  difficult  for
mutual  institutions to maintain their non-stock  association  status. By having
stock currency, these companies will be able to participate in mergers and offer
stock  incentives to their  employees  and  officers.  Below is a listing of the
mutual life insurance companies that have disclosed plans to demutualize.

          LIFE MUTUAL COMPANIES WITH                  DECEMBER, 1997
          CONVERSION PLANS:                        STATUTORY ASSETS:
          -----------------                        -----------------

          PRUDENTIAL INS CO                         $193,987,388,000
          METROPOLITAN LIFE                          172,443,904,000
          NORTHWESTERN MUTUAL                         71,076,086,000
          NEW YORK LIFE                               65,274,905,000
          PRINCIPAL MUTUAL                            63,956,608,000
          MASSACHUSETTS MUTUAL                        57,634,627,000
          JOHN HANCOCK                                55,445,671,000
          PACIFIC LIFE                                31,835,744,000
          GUARDIAN LIFE                               14,352,266,000
          MINNESOTA MUTUAL                            13,286,726,000
          GENERAL AMERICAN                            12,370,497,000
          MUTUAL OF NEW YORK                          11,800,000,000
          AMERICAN UNITED LIFE                         7,600,000,000
          MUTUAL OF AMERICA                            7,600,000,000
          SECURITY BENEFIT (KS)                        6,200,000,000
          NATIONAL LIFE OF VERMONT                     6,000,000,000
          PROVIDENT MUTUAL                             5,700,000,000
          STANDARD INSURANCE                           4,500,000,000

The Fund has an  annuity  policy  with  nearly  all of the above  companies  and
believes  it is very well  positioned  to benefit  if and when  these  companies
become publicly traded.  The Fund may receive the benefit of a minimal amount of
free stock issues by mutual  insurance  companies  that  undertake a traditional
demutualization.  In  addition,  the Fund may  benefit by  gaining  the right to
subscribe  for  newly  issued  publicly  traded  shares of such  companies  if a
demutualizing company also issues stock for amounts in excess of the free shares
granted to policyholders.  Thirdly,  the Fund may benefit from being vested with
subscription  rights to shares of mutual  insurance  holding  companies that are
offered to policyholders.  Lastly,  the Fund will continue to retain the ability
to invest in  demutualized  insurers  and  converted  thrifts  that have  become
publicly traded.

I am  encouraged  by recent  improvement  in the  fundamentals  of the financial
markets,  the purging of excessive  risk factors,  the firming of pricing in the
small cap financial  sector,  and an evident  resurgence in the merger trends in
our sector.  I appreciate and value your investment in our Fund and look forward
to achieving long-term capital appreciation for our invested assets.

                                        Very truly yours,

                                        Robert B. Bowes

<PAGE>

BOWES INVESTMENT TRUST
BANK AND INSURANCE FUND
STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 1998 (UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
ASSETS
Investment securities:
<S>                                                                        <C>        
     At acquisition cost                                                   $ 1,377,182
                                                                           ===========
     At market value (Note 1)                                              $ 1,132,494
Cash                                                                            36,750
Receivable for capital shares sold                                              36,175
Receivable for securities sold                                                  26,809
Dividends receivable                                                             2,537
Organization expenses, net (Note 1)                                              7,376
Prepaid expenses and other assets                                               23,274
                                                                           -----------
     TOTAL ASSETS                                                            1,265,415
                                                                           -----------

LIABILITIES
Payable for capital shares redeemed                                                500
Payable for securities purchased                                               127,852
Payable to affiliates (Note 3)                                                   4,942
Other accrued expenses and liabilities                                           3,119
Covered call option, at value (Notes 1 and 4) (premium received $2,719)              0
                                                                           -----------
     TOTAL LIABILITIES                                                         136,413
                                                                           -----------

NET ASSETS                                                                 $ 1,129,002
                                                                           ===========

Net assets consist of:
Paid-in capital                                                            $ 1,581,171
Accumulated net investment loss                                                 (3,648)
Accumulated net realized losses from security transactions                    (206,552)
Net unrealized depreciation on investments                                    (241,969)
                                                                           -----------
Net assets                                                                 $ 1,129,002
                                                                           ===========

Shares of beneficial interest outstanding (unlimited
     number of shares authorized, no par value)                                161,484
                                                                           ===========

Net asset value, offering price and redemption price per share (Note 1)    $      6.99
                                                                           ===========
</TABLE>

See accompanying notes to financial statements.

<PAGE>
BOWES INVESTMENT TRUST
BANK AND INSURANCE FUND
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED AUGUST 31, 1998 (A) (UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
INVESTMENT INCOME
<S>                                                                       <C>        
     Interest                                                             $     1,243
     Dividends                                                                  5,465
                                                                          -----------
          TOTAL INVESTMENT INCOME                                               6,708
                                                                          -----------
EXPENSES
     Registration fees                                                         10,515
     Accounting services fees (Note 3)                                         10,000
     Transfer agent fees (Note 3)                                               7,500
     Custodian fees                                                             7,240
     Investment advisory fees (Note 3)                                          5,230
     Administrative services fees (Note 3)                                      5,000
     Insurance expense                                                          4,925
     Postage and supplies                                                       2,790
     Legal fees                                                                 2,629
     Trustees' fees and expenses                                                1,500
     Amortization of organization expenses (Note 1)                               820
     Pricing expense                                                              381
     Distribution expense (Note 3)                                                157
                                                                          -----------
          TOTAL EXPENSES                                                       58,687
     Fees waived and expenses reimbursed by the Advisor (Note 3)              (48,331)
                                                                          -----------
          NET EXPENSES                                                         10,356
                                                                          -----------

NET INVESTMENT LOSS                                                            (3,648)
                                                                          -----------
REALIZED AND UNREALIZED LOSSES
     ON INVESTMENTS
     Net realized losses from security transactions                          (169,962)
     Net realized losses on option contracts written                          (36,590)
     Net change in unrealized appreciation/depreciation on investments       (241,969)
                                                                          -----------
NET REALIZED AND UNREALIZED
     LOSSES ON INVESTMENTS                                                   (448,521)
                                                                          -----------
NET DECREASE IN NET ASSETS FROM
     OPERATIONS                                                           $  (452,169)
                                                                          ===========
</TABLE>

(A)  Represents the period from the  commencement of operations  (March 2, 1998)
     through August 31, 1998.

See accompanying notes to financial statements.

<PAGE>

BOWES INVESTMENT TRUST
BANK AND INSURANCE FUND
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED AUGUST 31, 1998 (A) (UNAUDITED)
================================================================================
FROM OPERATIONS:
     Net investment loss                                            $    (3,648)
     Net realized losses on:
       Security transactions                                           (169,962)
       Option contracts written                                         (36,590)
     Net change in unrealized appreciation/depreciation
        on investments                                                 (241,969)
                                                                    -----------
Net decrease in net assets from operations                             (452,169)
                                                                    -----------
FROM CAPITAL SHARE TRANSACTIONS:
     Proceeds from shares sold                                        1,659,238
     Payments for shares redeemed                                      (178,067)
                                                                    -----------
Net increase in net assets from capital share transactions            1,481,171
                                                                    -----------

TOTAL INCREASE IN NET ASSETS                                          1,029,002

NET ASSETS:
     Beginning of period (Note 1)                                       100,000
                                                                    -----------
     End of period                                                  $ 1,129,002
                                                                    ===========

ACCUMULATED NET INVESTMENT LOSS                                     $    (3,648)
                                                                    ===========
CAPITAL SHARE ACTIVITY:
     Shares sold                                                        170,833
     Shares redeemed                                                    (19,349)
                                                                    -----------
     Net increase in shares outstanding                                 151,484
     Shares outstanding, beginning of period (Note 1)                    10,000
                                                                    -----------
     Shares outstanding, end of period                                  161,484
                                                                    ===========

(A)  Represents the period from the  commencement of operations  (March 2, 1998)
     through August 31, 1998.

See accompanying notes to financial statements.

<PAGE>

BOWES INVESMENT TRUST
BANK AND INSURANCE FUND
FINANCIAL HIGHLIGHTS
FOR THE PERIOD ENDED AUGUST 31, 1998 (A) (UNAUDITED)
================================================================================
PER SHARE DATA FOR A SHARE OUTSTANDING
      THROUGHOUT THE PERIOD:

   Net asset value at beginning of period                         $     10.00
                                                                  -----------
   Income(loss) from investment operations:                     
      Net investment loss                                               (0.02)
      Net realized and unrealized losses on investments                 (2.99)
                                                                  -----------
   Total from investment operations                                     (3.01)
                                                                  -----------
                                                                
   Net asset value at end of period                               $      6.99
                                                                  ===========
RATIOS AND SUPPLEMENTAL DATA:                                   
                                                                
   Total return                                                      (30.10)%(C)
                                                                  ===========
                                                                
   Net assets at end of period                                    $ 1,129,002
                                                                  ===========
                                                                
   Ratio of net expenses to average net assets (B)                      1.98%(D)
                                                                
   Ratio of net investment income to average net assets               (0.69)%(D)
                                                                
   Portfolio turnover rate                                               189%(C)
                                                              
- --------------------------------------------------------------------------------

(A)  Represents the period from the  commencement of operations  (March 2, 1998)
     through August 31, 1998.

(B)  Absent fee waivers and expense  reimbursements by the Adviser, the ratio of
     expenses  to average  net assets  would have been 11.13% (D) for the period
     ended August 31, 1998.

(C)  Unannualized.

(D)  Annualized.

See accompanying notes to financial statements.

<PAGE>

BOWES INVESTMENT TRUST
BANK AND INSURANCE FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
==========================================================================================================
                                                                                                  Market
                                                                  Shares         Cost              Value
- ----------------------------------------------------------------------------------------------------------
COMMON STOCK - 94.2%
FINANCIAL SERVICES - 94.2%
<S>                                                               <C>        <C>              <C>         
     Acceptance Insurance Companies, Inc.*                           100     $      2,469     $      1,900
     Affiliated Managers Group, Inc.*                                500           12,926            8,875
     H.F. Ahmanson & Company                                         300           20,819           15,994
     American Bankers Insurance Group                              9,800          589,649          508,375
     AmerUs Life Holdings, Inc. - Class A                            300            8,281            7,987
     Banc One Corporation                                            400           16,616           15,200
     Bear Stearns Companies, Inc.                                    400           23,141           14,775
     Brookline Bancorp, Inc.                                       1,300           20,309           13,244
     Chase Manhattan Corporation                                     300           18,429           15,900
     Citizens Financial Corporation - Class A*                       500            5,550            5,250
     Commercial Federal Corporation                                1,000           27,228           22,000
     Community Financial Warrants*                                 1,500            3,790            1,312
     Community First Bankshares, Inc.                                500            8,583            8,500
     Compass Bancshares, Inc.                                        300           11,712            9,900
     Conseco, Inc.                                                   300           10,118            8,287
     EFC Bancorp, Inc.*                                            2,000           26,375           20,000
     Fidelity National Financial, Inc.                               500           20,020           13,844
     Financial Industries Corporation*                             3,200           61,846           49,600
     First Bell Bancorp, Inc.                                        500            9,500            8,312
     Franklin Resources, Inc.                                        300           11,093            9,675
     Golden State Bancorp, Inc.*                                     500            8,364            7,937
     Harbor Florida Bancshares, Inc.                               1,000           12,060            9,313
     Home Bancorp of Elgin, Inc.                                   1,000           15,000           12,500
     IMC Mortgage Company*                                         1,000           10,165            6,750
     Independence Community Bank Corp.*                            1,000           16,310           11,000
     Independence Holding Company                                  5,700           85,944           72,675
     InterContinental Life Corporation*                            1,500           38,125           31,500
     Jayhawk Acceptance Corporation*                              34,000           27,250           14,875
     Keycorp                                                         400           12,841           10,200
     Mercury General Corporation                                     400           17,066           14,625
     North County Bancorp                                            700           11,163            9,450
     North East Insurance Company*                                 3,000            7,558            6,938
     PennCorp Financial Group, Inc.                                4,000           14,910           14,000
     Pilgrim America Capital Corp.*                                  300            6,162            5,325
     Protective Life Corporation                                     300           10,737            9,263
     Standard Management Corporation*                              2,800           20,312           19,425
     Union Community Bancorp                                       1,000           14,312           11,250
     Vesta Insurance Group, Inc.                                   3,000           52,915           28,313
     Washington Mutual, Inc.                                         300           13,763            9,600
                                                                             ------------     ------------

TOTAL COMMON STOCK                                                           $  1,303,411     $  1,063,869
                                                                             ------------     ------------
</TABLE>

<PAGE>

BOWES INVESTMENT TRUST
BANK AND INSURANCE FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
==========================================================================================================
                                                                   Face                           Market
                                                                  Amount         Cost              Value
- ----------------------------------------------------------------------------------------------------------
ANNUITY CONTRACTS - 5.7%
<S>                                                               <C>        <C>              <C>         
     Ameritas Life Insurance Co.                                   2,000     $      2,000     $      2,000
     American United Life Insurance Co.                            1,200            1,200            1,080
     Baltimore Life Insurance Co.                                  5,000            5,000            4,575
     Farmers & Traders Life Insurance Co.                          1,000            1,000              930
     General American Life Insurance Co.                           1,000            1,000              910
     Golden State Mutual Life Insurance Co.                        1,000            1,000              930
     Illinois Mutual Life Insurance Co.                            5,000            5,000            4,550
     Indianapolis Mutual Life Insurance Co.                        1,200            1,200            1,080
     John Hancock Mutual Life Insurance Co.                        1,030            1,030            1,030
     Lafayette Life Insurance Co.                                  5,000            5,000            4,600
     Mass Mutual Life Insurance Co.                                  600              600              552
     Metropolitan Life Insurance Co.                               5,000            5,000            4,650
     Mutual Service Life Insurance Co.                               500              500              460
     Mutual Trust Life Insurance Co.                               1,000            1,000              910
     National Guardian Life Insurance Co.                          1,000            1,000              900
     National Travelers Life Insurance Co.                         1,000            1,000              920
     Mutual Life Insurance Co. of New York                         5,000            5,000            4,650
     North Carolina Mutual Life Insurance Co.                      1,000            1,000              900
     Northwestern Mutual Life Insurance Co.                        3,500            3,500            3,255
     Ohio National Life Insurance Co.                              1,000            1,000              920
     Pacific Life Insurance Co.                                    5,000            5,000            4,700
     Pan-American Life Insurance Co.                               1,000            1,000              910
     Penn Mutual Life Insurance Co.                                2,500            2,500            2,325
     Pioneer Mutual Life Insurance Co.                               500              500              440
     Principal Mutual Life Insurance Co.                           1,000            1,000              930
     Provident Mutual Life Insurance Co.                           1,400            1,400            1,260
     Prudential Insurance Co.                                      5,000            5,000            4,650
     Security Benefit Life Insurance Co.                           2,000            2,000            1,840
     Security Mutual Life Insurance Co. of New York                1,000            1,000              930
     Shenendoah Life Insurance Co.                                 1,000            1,000              900
     Standard Insurance Co.                                        3,500            3,500            3,255
     State Life Insurance Co.                                      1,000            1,000              930
     Union Central Life Insurance Co.                                500              500              465
     Unity Mutual Life Insurance Co.                                 750              750              697
                                                                             ------------     ------------

TOTAL ANNUITY CONTRACTS                                                      $     69,180     $     64,034
                                                                             ------------     ------------
</TABLE>

<PAGE>

BOWES INVESTMENT TRUST
BANK AND INSURANCE FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
==========================================================================================================
                                                                                                  Market
                                                                  Shares         Cost              Value
- ----------------------------------------------------------------------------------------------------------
CASH EQUIVALENTS - 0.4%
<S>                                                               <C>        <C>              <C>         
     Star Treasury Fund                                            4,591     $      4,591     $      4,591
                                                                             ------------     ------------

TOTAL INVESTMENTS SECURITIES - 100.3%                                        $  1,377,182        1,132,494

LIABILITIES IN EXCESS OF OTHER ASSETS - (0.3)%                                                      (3,492)
                                                                                              ------------

NET ASSETS - 100.0%                                                                           $  1,129,002
                                                                                              ============

* Non-income producing security.



SCHEDULE OF OPEN OPTIONS WRITTEN
AUGUST 31, 1998 (UNAUDITED)
==========================================================================================================
                                                                                                  Market
COVERED CALL OPTION                                                            Contracts           Value
- ----------------------------------------------------------------------------------------------------------

     PennCorp Financial Group, Inc.,
       11/21/98 at $15, premium received $2,719                                        15     $          0
                                                                                              ============
</TABLE>

See accompanying notes to financial statements.

<PAGE>

BOWES INVESTMENT TRUST
BANK AND INSURANCE FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1998 (UNAUDITED)


1.   SIGNIFICANT ACCOUNTING POLICIES

The  Bank  and  Insurance  Fund  (the  Fund) is a  diversified  series  of Bowes
Investment  Trust  (the  Trust),  an  open-end  management   investment  company
registered under the Investment  Company Act of 1940. The Trust was organized as
a Delaware  business  trust on February  3, 1998.  The Fund was  capitalized  on
February 3, 1998,  when Bowes Funds,  LLC (the  Advisor),  purchased the initial
10,000 shares of the Fund at $10.00 per share.  The public offering of shares of
the Fund  commenced on March 2, 1998.  The Fund had no  operations  prior to the
public offering of shares except for the initial issuance of shares.

The Fund's investment  objective is to achieve long term capital appreciation by
normally  investing at least 65% of its total assets in the equity securities of
United States based companies involved in the banking and insurance industries.

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,
currently 4:00 p.m., Eastern time. Securities which are traded  over-the-counter
are valued based on the last sales price, if available,  otherwise,  at the last
quoted bid price.  Securities traded on stock exchanges  (including  options) or
quoted by NASDAQ are valued at their last sales price on the principal  exchange
where the  security  is traded 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 their  last  sales  price or, if not
available,  at their  last  quoted bid price.  Investments  in mutual  insurance
company  fixed  general  account  annuities  are valued at their cash  surrender
value.

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 price
and redemption price per share of the 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 -- Distributions to shareholders  arising from net
investment  income and realized  capital  gains are declared and paid  annually.
Income  dividends and capital gain  distributions  are  determined in accordance
with income tax regulations.

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

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

<PAGE>

BOWES INVESTMENT TRUST
BANK AND INSURANCE FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1998 (UNAUDITED)


Options  transactions  -- The Fund may write call options for which premiums are
received and are recorded as liabilities,  and are subsequently  valued daily at
the closing prices on their primary  exchanges.  Premiums  received from writing
options  which  expire are treated as realized  gains.  Premiums  received  from
writing options which are exercised  increase the proceeds used to calculate the
realized  gain or  loss  on the  sale of the  security.  If a  closing  purchase
transaction is used to terminate the Fund's obligation on a call, a gain or loss
will be  realized,  depending  upon  whether the price of the  closing  purchase
transaction  is more or less than the  premium  previously  received on the call
written.

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

Federal  income  tax -- During  the  current  fiscal  year,  and  because of the
circumstances  described  in Note 5, the Fund  failed  to  comply  with  certain
diversification  tests  which are  required  to be met in order to  qualify as a
regulated  investment  company  under the  Internal  Revenue  Code  (the  Code).
Consequently,  the  Fund  will  not be  able to  deduct  its  dividends  paid to
shareholders,  if any,  in  determining  its  taxable  income for the year ended
February 28, 1999.  However,  considering the current net investment  losses and
net  realized  capital  losses  in the  Fund,  management  has  determined  that
imposition  of federal  income tax is remote and  therefore,  no  provision  for
income taxes should be made. The Fund intends to comply with the diversification
requirements  in order to qualify as a  regulated  investment  company in future
fiscal years.

As of August 31, 1998, net unrealized  depreciation  on investments was $241,969
for  federal  income  tax  purposes,  of which  $2,719  related  to  appreciated
securities  and $244,688  related to depreciated  securities  based on a federal
income tax cost basis of $1,374,463.

2.   INVESTMENT TRANSACTIONS

During the period ended August 31, 1998,  purchases  and proceeds  from sales of
portfolio securities, other than short-term investments,  amounted to $3,079,230
and $1,606,567, respectively.

3.   TRANSACTIONS WITH AFFILIATES

Certain trustees and officers of the Trust are also officers of the Advisor,  or
of Countrywide  Fund Services,  Inc. (CFS), the  administrative  services agent,
shareholder  servicing and transfer agent, and accounting services agent for the
Trust,  or of CW Fund  Distributors,  Inc., the distributor of the Fund's shares
under terms of a Distribution Agreement.

<PAGE>

BOWES INVESTMENT TRUST
BANK AND INSURANCE FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1998 (UNAUDITED)


ADVISORY AGREEMENT
The Advisor has overall  supervisory  responsibility  for the general management
and  investment of the Fund's assets and  portfolio  securities  pursuant to the
terms of an Advisory Agreement. The Fund pays the Advisor an investment advisory
fee, computed and accrued daily and paid monthly,  at an annual rate of 1.00% of
the average daily net assets of the Fund.

In order to reduce the operating  expenses of the Fund, the Advisor  voluntarily
waived its entire investment  advisory fee of $5,230 and reimbursed the Fund for
$43,101 of other operating expenses during the period ended August 31, 1998. The
Advisor has made no commitments to waive advisory fees or reimburse the Fund for
other operating expenses in future periods.

ADMINISTRATION AGREEMENT
Under the terms of an Administration  Agreement, CFS supplies administrative and
compliance services for the Fund. CFS supervises the preparation of tax returns,
reports to shareholders, reports to and filings with the Securities and Exchange
Commission and state securities  commissions,  and materials for meetings of the
Board of Trustees.  For these services,  CFS receives a monthly fee at an annual
rate of 0.10% of the Fund's  average daily net assets up to $25 million;  0.075%
of such net assets from $25 million to $50 million; and 0.05% of such net assets
in excess of $50 million, subject to a $1,000 minimum monthly fee.

TRANSFER AGENT AND SHAREHOLDER SERVICING 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 based on the number of shareholder accounts
in the Fund,  subject  to a minimum  monthly  fee.  In  addition,  the Fund pays
out-of-pocket expenses including, but not limited to, postage and supplies.

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

PLAN OF DISTRIBUTION
The Fund has retained CW Fund  Distributors,  Inc.  (Underwriter) to provide the
Fund with  distribution  services.  The Trust has adopted a Plan of Distribution
(the Plan) pursuant to Rule 12b-1 under the 1940 Act. The Plan provides that the
Fund may directly incur or reimburse the  Underwriter  for certain costs related
to the  distribution of the Fund's shares,  not to exceed 0.25% of average daily
net assets. For the period ended August 31, 1998, the Fund incurred $157 of such
expenses under the Plan.

<PAGE>

BOWES INVESTMENT TRUST
BANK AND INSURANCE FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1998 (UNAUDITED)


4.   OPTIONS

A summary of call/put option  contracts  during the period ended August 31, 1998
is as follows:

                                                      Number of        Option
                                                       Options        Premiums
                                                      ---------       ---------
Options outstanding at beginning of period                    0       $       0
Options written                                             105         100,904
Options cancelled in closing purchase
  transactions                                              (79)        (84,086)
Options expired                                              (6)         (7,662)
Options exercised                                            (5)         (6,437)
                                                      ---------       ---------

Options outstanding at end of period                         15       $   2,719
                                                      ---------       ---------


5.   NET ASSET VALUE RECALCULATION

One of the Fund's  investments has been the subject of an accounting  adjustment
during the period  ended August 31, 1998.  Earlier this year,  American  Bankers
Insurance Group ("ABI") agreed to be acquired by Cendant Corporation for $67 per
share in a tender offer.

From  April 19,  1998  until  August 31,  1998 the Fund  invested a  significant
percentage  of its  assets in the  shares of ABI at an  average  cost of $60 per
share.  A total of 9,800  shares  were  purchased  and  tendered.  The  tendered
investments  had been  classified as unsettled  sales of shares at $67 per share
not subject to the Fund's diversification limits for invested assets.

In September,  the Trust's Board of Trustees  determined that the ABI investment
should be valued at daily market values and as an invested  asset rather than as
a  receivable  for each  day ABI  shares  were  owned  during  the  period.  The
revaluation  occurred  on  September  28, 1998 at which time the ABI shares were
valued at $41.56 per share.  Concurrently,  the Fund's net asset value per share
was  recalculated  for each day  during the  period.  In  addition,  shareholder
purchase transactions that occurred during the period were reprocessed to credit
each such  shareholder with an increased number of shares based on the corrected
net asset value.

After the  revaluation  and  reclassification,  the Fund  undertook  an  orderly
disposition  of a  sufficient  number of ABI  shares to allow the Fund to comply
with the diversification requirements of the Investment Company Act of 1940.


<TABLE> <S> <C>

<ARTICLE>                     6
<CIK>                         0001054584
<NAME>                        BOWES INVESTMENT TRUST               
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          FEB-28-1999
<PERIOD-END>                               AUG-31-1998
<INVESTMENTS-AT-COST>                        1,374,463
<INVESTMENTS-AT-VALUE>                       1,132,494
<RECEIVABLES>                                   65,521
<ASSETS-OTHER>                                  36,750
<OTHER-ITEMS-ASSETS>                            30,650
<TOTAL-ASSETS>                               1,265,415
<PAYABLE-FOR-SECURITIES>                       127,852
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        8,561
<TOTAL-LIABILITIES>                            136,413
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     1,581,171
<SHARES-COMMON-STOCK>                          161,484 
<SHARES-COMMON-PRIOR>                           10,000
<ACCUMULATED-NII-CURRENT>                       (3,648)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (206,552)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      (241,969)
<NET-ASSETS>                                 1,129,002
<DIVIDEND-INCOME>                                5,465
<INTEREST-INCOME>                                1,243
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  10,356
<NET-INVESTMENT-INCOME>                         (3,648)
<REALIZED-GAINS-CURRENT>                      (206,552)
<APPREC-INCREASE-CURRENT>                     (241,969)
<NET-CHANGE-FROM-OPS>                         (452,169)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        170,833
<NUMBER-OF-SHARES-REDEEMED>                     19,349
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       1,029,002
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
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<INTEREST-EXPENSE>                                   0
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<PER-SHARE-NII>                                   (.02)
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<EXPENSE-RATIO>                                   1.98
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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