SCM INVESTMENT TRUST
N-30D, 1999-01-14
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                                                                      SCM FUNDS

Dear Fellow Shareholders:  

We are pleased to provide you with this inaugural semi-annual report for the SCM
Strategic Growth Fund for the period ending November 30, 1998. Over this period,
your  Fund  produced  a total  return of  negative  thirteen  percent.  From its
inception  date of June 26,  1998,  the Fund  traded for only 15  business  days
before the broad market reached its summertime highs. From that point the "bear"
market of 1998 took over. By the end of August, the Fund had fallen to $7.77 per
share - a 22.3% drop in price.  By November  30, the value of the Fund had risen
back to $8.70. And, as your enclosed  statement will attest,  the year-end share
price closed even higher at $9.43,  but still $0.57 shy of the June 26th initial
offering.

We were certainly aware of the discouragement you felt throughout the few months
when stock  prices  seemed to be on a  "freefall".  Conversely,  we sensed  your
relief as  equities  managed to rally.  For over 100 years the stock  market has
provided  investors  the  same  experience.  And  without  fail,  those  patient
investors who endured the "falls" have been rewarded, often handsomely, with the
"rallies".  We, as  investment  managers,  have  grown  professionally  from the
experience of the last six-months and we know the next time (and yes, there will
be a next time) we will be better prepared. We hope you will be too.

Market Overview 

Stocks of almost all size,  shape and color got hammered  during the 3rd quarter
and proved to be the worst  quarter  for stock funds  since  September  of 1990.
Although  there are lots of reasons to explain  the poor  performance,  the most
critical  event may have been the  collapse of the  financial  system in Russia.
Investors had considered the U.S. banking system the healthiest in the world and
were shocked to hear of the exposure  they had in Russia and still have in Latin
America. The exposure appears to be manageable but none the less was unexpected.

U.S stocks had been highly  valued and  vulnerable to this type of event for the
last  three  years.  Although  there  have been many  storm  clouds  come and go
throughout  this period,  most have never produced any rain.  This storm however
was different, it emerged suddenly and brutally!  However, a rainbow was seen on
the horizon.

The rebound  which  followed was equally as impressive  and swift.  After a slow
start in October,  following gloomy economic  comments from Alan Greenspan and a
stream of profit  warnings,  the market  recovered  quickly as earnings  came in
higher than expected.  The market surged again mid-month  following  Greenspan's
surprise  interest rate cut, the first move outside of an official  Federal Open
Market  Committee  meeting in over 4 years.  A higher than  expected  GDP figure
released  later  sustained  the market rally and bullish  investors  returned in
droves. By the end of November,  broad-based indexes were reapproaching all-time
highs.  Returns were  broad-based,  although large caps once again  outperformed
small caps.  U.S. fixed income  markets,  which had strongly  rallied during the
"correction",  failed to participate in the stock market's  rebound as long-term
Treasury yields hovered at or below 5.25%.

We remain  cautiously  optimistic  about equities for 1999. Our reasons for this
include; a sound U.S economy, low interest rates and also the expectation for an
improving  situation around the world, which could point to a worldwide recovery
for the year 2000.

First, looking at the U.S. economy, not only are interest rates and inflation at
historically low levels, but employment is also at historically high levels. Low
unemployment  means that  consumption in the United  States,  which accounts for
about 80% of the U.S. GDP,  will  continue to be high - this in turn  translates
into healthy profits for most U.S. companies.

Furthermore,  the committee  which publishes the report for the index of leading
economic  indicators  recently  concluded that: "the leading  indicator shows no
serious  impediment to moderate,  or even strong economic growth for 1999". This
index is a widely  respected  measure  for future  economic  trends for the U.S.
economy and has been quite reliable in signaling turning points.
<PAGE>

According to IBES, a provider of consensus  estimates  for  corporate  earnings,
stocks are  expected to see  earnings  per share (EPS)  growth of about 17% next
year. This follows a flat performance  during 1998, in which stocks did not post
any gains or perhaps  even a modest  decline.  So, here again there is some room
for optimism.

Our optimism is tempered,  however,  due to many  imaginable  events which could
trigger a selloff. The Japanese banking reform and economic stimulus plans could
fail as many  plans  have  before  it.  The  Brazilians  may not  live up to the
requirements  of their  International  Monetary Fund (IMF)  bailout plan.  There
could be violent social and political strife in Russia,  Indonesia and Malaysia.
The Europeans may begin to bicker over the process of European  monetary  union.
Exceedingly low oil prices may soon undermine commodity-dependent economies that
range from Mexico to South  Africa.  There is also the  potential  of a long and
exhausting U.S. Senate trial of the President.

While the risk of another  stock market  correction is still  present,  the most
likely  scenario  remains that the stock  market will simply trade  sideways for
awhile. This will allow corporate earnings and the rest of the economy to "catch
up" to current market  valuations.  Under this  assumption,  we will continue to
seek out  securities  of  companies  we believe  are  reasonably  priced  growth
prospects.  We will likely continue to allocate at least 15 to 25 percent of the
portfolio's assets into U.S. Treasury  securities and money market  instruments.
In addition to managing  risk,  these  non-equity  assets  provide funds for new
stock purchases when prices become attractive.

Portfolio Focus

Equity investment results were most positively impacted by those companies which
were purchased  during the period at  historically  low  valuations.  FDX Corp.,
Cisco Systems,  MCI Worldcom,  Home Depot,  SCI Systems and Intel have all added
impressive gains since the market bottomed in early October. A special situation
stock,  Net.B@nk Inc., has been the portfolio's  stellar  performer to date. The
Atlanta-based  internet  banking  operation  had  appreciated  by almost 120% on
November  30.  Shortly  after,  we opted to book some of the  profit by  selling
nearly half of the initial position.

On the other side of the ledger,  our  exposure to some  smaller  companies  and
health-care stocks hurt results.  HEALTHSOUTH and Quorum Health Group, two large
health management  companies  headquartered in the Southeast,  fell on extremely
hard times amid tighter  regulatory  issues and  allegations of Medicare  fraud.
Concerned by talk of global  recessionary  pressures,  investors sold cyclicals,
including Birmingham Steel, and freight transporters,  such as M S Carriers. All
four companies are no longer held by the Fund.

In the  current  equity  environment  issue  selection  should be the key factor
determining  investment success. We will continue to find stocks we believe have
good long-term  earnings  growth  potential  that are  attractively  priced.  Of
course, as with any investment,  there are no guarantees and we will have to see
what develops.

We are grateful for the  opportunity  to invest your capital and will be working
diligently on your behalf to achieve satisfying long-term investment results.

Sincerely,


/S/ Dan Shanklin              /s/ Tim Shanklin
Dan Shanklin                  Tim Shanklin
Chairman                      Portfolio Manager
<PAGE>
<TABLE>
<S>     <C>                                                                                        <C>                 <C>

                                                      SCM STRATEGIC GROWTH FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                          November 30, 1998
                                                             (Unaudited)

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                             Value
                                                                                                      Shares                (note 1)
- ------------------------------------------------------------------------------------------------------------------------------------

COMMON STOCKS - 59.45%

       Auto Parts - Original Equipment - 2.25%
            Johnson Controls, Inc. .................................................                   1,700              $   98,388
                                                                                                                          ----------

       Commercial Services - 4.48%
         (a)Concord EFS, Inc. ......................................................                   3,030                  96,392
            Nichols Research Corporation ...........................................                   4,680                 100,035
                                                                                                                          ----------
                                                                                                                             196,427
                                                                                                                          ----------
       Computer Software & Services - 6.76%
         (a)Acxiom Corporation .....................................................                   4,000                  94,500
         (a)Cisco Systems, Inc. ....................................................                   1,400                 105,525
         (a)RealNetworks, Inc. .....................................................                   2,500                  96,250
                                                                                                                          ----------
                                                                                                                             296,275
                                                                                                                          ----------
       Electronics - 5.96%
         (a)SCI Systems, Inc. ......................................................                   3,500                 170,188
            Thomas & Betts Corporation .............................................                   2,100                  90,956
                                                                                                                          ----------
                                                                                                                             261,144
                                                                                                                          ----------
       Electronics - Semiconductor - 2.45%
            Intel Corporation ......................................................                   1,000                 107,625
                                                                                                                          ----------

       Financial - Banks, Commercial - 2.02%
            First Tennessee National Corporation ...................................                   2,640                  88,440
                                                                                                                          ----------

       Financial - Savings/Loans/Thrifts - 3.79%
            Net.B@nk, Inc. .........................................................                   5,300                 166,288
                                                                                                                          ----------

       Financial - Securities Brokers - 2.19%
            The Charles Schwab Corporation .........................................                   1,700                  95,834
                                                                                                                          ----------

       Financial Services - 2.19%
            Fannie Mae .............................................................                   1,320                  96,030
                                                                                                                          ----------

       Insurance - Life & Health - 1.99%
            Protective Life Corporation ............................................                   2,240                  87,220
                                                                                                                          ----------

       Lodging - 2.21%
         (a)Promus Hotel Corporation ...............................................                   2,900                  96,788
                                                                                                                          ----------

       Manufactured Housing - 2.00%
            Clayton Homes, Inc. ....................................................                   5,650                  87,575
                                                                                                                          ----------


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

                                                      SCM STRATEGIC GROWTH FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                          November 30, 1998
                                                             (Unaudited)

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                             Value
                                                                                                      Shares                (note 1)
- ------------------------------------------------------------------------------------------------------------------------------------

COMMON STOCKS - (Continued)

       Medical Supplies - 2.55%
         (a)Sofamor Danek Group, Inc. ..............................................                   1,000              $  111,813
                                                                                                                          ----------

       Oil & Gas - Domestic - 1.60%
            Energen Corporation ....................................................                   3,900                  70,200
                                                                                                                          ----------

       Real Estate Investment Trust - 2.05%
            CCA Prison Realty ......................................................                   3,700                  89,725
                                                                                                                          ----------

       Retail - Specialty Line - 2.55%
            Home Depot, Inc. .......................................................                   2,250                 111,938
                                                                                                                          ----------

       Shoes - Leather - 1.82%
            Nike, Inc. .............................................................                   2,000                  80,000
                                                                                                                          ----------

       Telecommunications - 2.17%
            Century Telephone Enterprises, Inc. ....................................                   1,670                  95,190
                                                                                                                          ----------

       Transportation - Air - 4.28%
         (a)FDX Corporation ........................................................                   1,600                 103,800
            Southwest Airlines Co. .................................................                   3,900                  83,850
                                                                                                                          ----------
                                                                                                                             187,650
                                                                                                                          ----------
       Utilities - Telecommunications - 4.14%
            BellSouth Corporation ..................................................                   1,000                  87,250
            MCI WorldCom, Inc. .....................................................                   1,600                  94,400
                                                                                                                          ----------
                                                                                                                             181,650
                                                                                                                          ----------

            Total Common Stocks (Cost $2,219,361) .........................................................                2,606,200
                                                                                                                          ----------

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                Interest            Maturity
                                                            Principal             Rate                Date
- ------------------------------------------------------------------------------------------------------------------------------------

U.S. GOVERNMENT OBLIGATIONS - 15.56%

       United States Treasury Note .....................     $120,000             5.13%             08/31/00              $  121,022
       United States Treasury Note .....................       60,000             5.50%             02/29/00                  60,600
       United States Treasury Note .....................       90,000             5.88%             08/31/99                  90,759




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

                                                      SCM STRATEGIC GROWTH FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                          November 30, 1998
                                                             (Unaudited)

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                Interest            Maturity                 Value
                                                            Principal             Rate                Date                  (note 1)
- ------------------------------------------------------------------------------------------------------------------------------------

       United States Treasury Strip ....................     $126,000             0.00%             11/15/99              $  120,635
       United States Treasury Strip ....................      185,000             0.00%             11/15/00                 169,385
       United States Treasury Strip ....................      128,000             0.00%             05/15/00                 119,817
                                                                                                                          ----------

       Total U.S. Government Obligations (Cost $682,347) ................................................                    682,218
                                                                                                                          ----------

                                                                                                   ---------
                                                                                                     Shares
                                                                                                   ---------
INVESTMENT COMPANIES - 8.49%

       Evergreen Money Market Treasury Institutional Money
            Market Fund Institutional Service Shares ...............................                 186,156                 186,156
       Evergreen Money Market Treasury Institutional Treasury Money
            Market Fund Institutional Service Shares ...............................                 186,155                 186,155
                                                                                                                          ----------

       Total Investment Companies (Cost $372,311) .......................................................                    372,311
                                                                                                                          ----------


Total Value of Investments (Cost $3,274,019 (b)) ........................................................    83.50 %      $3,660,729
Other Assets Less Liabilities ...........................................................................    16.50 %         723,548
                                                                                                            ------        ----------
       Net Assets .......................................................................................   100.00 %      $4,384,277
                                                                                                            ======        ==========


       (a)  Non-income producing investment.

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


            Unrealized appreciation                                                                                      $  419,357
            Unrealized depreciation                                                                                         (32,647)
                                                                                                                         ----------

                                                     Net unrealized appreciation                                         $  386,710
                                                                                                                         ==========




See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>     <C>                                                                                                        <C>

                                                      SCM STRATEGIC GROWTH FUND

                                                 STATEMENT OF ASSETS AND LIABILITIES

                                                          November 30, 1998
                                                             (Unaudited)

ASSETS
       Investments, at value (cost $3,274,019) .........................................................                $ 3,660,729
       Cash ............................................................................................                    894,001
       Income receivable ...............................................................................                      5,472
       Prepaid expenses ................................................................................                      1,133
       Deferred organization expenses, net (note 3) ....................................................                     24,707
       Due from advisor (note 2) .......................................................................                      2,830
                                                                                                                        -----------

            Total assets ...............................................................................                  4,588,872
                                                                                                                        -----------

LIABILITIES
       Accrued expenses ................................................................................                      4,944
       Payable for investment purchases ................................................................                    199,651
                                                                                                                        -----------

            Total liabilities ..........................................................................                    204,595
                                                                                                                        -----------

NET ASSETS
       (applicable to 503,888 shares outstanding; unlimited
        shares of no par value beneficial interest authorized) .........................................                $ 4,384,277
                                                                                                                        ===========

NET ASSET VALUE, REDEMPTION AND OFFERING PRICE PER SHARE
       ($4,384,277 / 503,888 shares) ...................................................................                     $ 8.70
                                                                                                                             ======

NET ASSETS CONSIST OF
       Paid-in capital .................................................................................                $ 4,483,147
       Undistributed net investment income .............................................................                      4,990
       Accumulated net realized loss on investments ....................................................                   (490,570)
       Net unrealized appreciation on investments ......................................................                    386,710
                                                                                                                        -----------
                                                                                                                        $ 4,384,277
                                                                                                                        ===========











See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>     <C>                                                                                                             <C>

                                                      SCM STRATEGIC GROWTH FUND

                                                       STATEMENT OF OPERATIONS

                                                      Period from June 1, 1998
                                                        to November 30, 1998
                                                             (Unaudited)

INVESTMENT INCOME

       Income
            Interest ......................................................................................               $   7,471
            Dividends .....................................................................................                   8,217
                                                                                                                          ---------

                  Total income ............................................................................                  15,688
                                                                                                                          ---------

       Expenses
            Investment advisory fees (note 2) .............................................................                   7,500
            Fund administration fees (note 2) .............................................................                   1,324
            Custody fees ..................................................................................                   1,456
            Registration and filing administration fees (note 2) ..........................................                      67
            Fund accounting fees (note 2) .................................................................                  10,000
            Legal fees ....................................................................................                   6,019
            Securities pricing fees .......................................................................                     682
            Shareholder recordkeeping fees ................................................................                   3,493
            Other fees ....................................................................................                   1,395
            Shareholder servicing expenses ................................................................                   2,480
            Registration and filing expenses ..............................................................                   1,340
            Printing expenses .............................................................................                   2,204
            Amortization of deferred organization expenses (note 3) .......................................                   2,293
            Other operating expenses ......................................................................                     861
                                                                                                                          ---------

                  Total expenses ..........................................................................                  41,114
                                                                                                                          ---------

                  Less:
                       Expense reimbursements (note 2) ....................................................                 (22,830)
                       Investment advisory fees waived (note 2) ...........................................                  (7,500)
                       Fund administration fees waived (note 2) ...........................................                     (86)
                                                                                                                          ---------

                  Net expenses ............................................................................                  10,698
                                                                                                                          ---------

                       Net investment income ..............................................................                   4,990
                                                                                                                          ---------

REALIZED AND UNREALIZED LOSS ON INVESTMENTS

       Net realized loss from investment transactions .....................................................                (490,570)
       Increase in unrealized appreciation on investments .................................................                 386,710
                                                                                                                          ---------

            Net realized and unrealized loss on investments ...............................................                (103,860)
                                                                                                                          ---------

                  Net decrease in net assets resulting from operations ....................................               $ (98,870)
                                                                                                                          =========






See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>     <C>                                                                                              <C>          <C>

                                                      SCM STRATEGIC GROWTH FUND

                                                 STATEMENTS OF CHANGES IN NET ASSETS

                                                  For the period from June 1, 1998
                                                        to November 30, 1998
                                                             (Unaudited)

INCREASE IN NET ASSETS

     Operations
          Net investment income .................................................................................       $     4,990
          Net realized loss from investment transactions ........................................................          (490,570)
          Increase in unrealized appreciation on investments ....................................................           386,710
                                                                                                                        -----------

              Net decrease in net assets resulting from operations ..............................................           (98,870)
                                                                                                                        -----------

     Capital share transactions
          Increase in net assets resulting from capital share transactions (a) ..................................         4,483,147
                                                                                                                        -----------

                   Total increase in net assets .................................................................         4,384,277

NET ASSETS

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

     End of period (including net investment income of $4,990 at November 30, 1998) .............................       $ 4,384,277
                                                                                                                        ===========



(a) A summary of capital share activity follows:
                                                                                                  ----------------------------------
                                                                                                          Shares           Value
                                                                                                  ----------------------------------

Shares sold ......................................................................................         510,775      $ 4,541,847
Shares issued for reinvestment
     of distributions ............................................................................               0                0
                                                                                                       -----------      -----------

                                                                                                           510,775        4,541,847

Shares redeemed ..................................................................................          (6,887)         (58,700)
                                                                                                       -----------      -----------

     Net increase ................................................................................         503,888      $ 4,483,147
                                                                                                       ===========      ===========









See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>     <C>                                                                                                     <C>

                                                      SCM STRATEGIC GROWTH FUND

                                                        FINANCIAL HIGHLIGHTS

                                           (For a Share Outstanding Throughout the Period)

                                                  For the period from June 29, 1998
                                                    (commencement of operations)
                                                        to November 30, 1998
                                                             (Unaudited)


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

      Loss from investment operations (a)
           Net investment income ...........................................................................              0.01
           Net realized and unrealized loss on investments .................................................             (1.31)
                                                                                                                   -----------

                Total from investment operations ...........................................................             (1.30)
                                                                                                                   -----------

Net asset value, end of period .............................................................................       $      8.70
                                                                                                                   ===========


Total return ...............................................................................................            (13.00)%
                                                                                                                   ===========


Ratios/supplemental data

      Net assets, end of period ............................................................................       $ 4,384,277
                                                                                                                   ===========

      Ratio of expenses to average net assets
           Before expense reimbursements and waived fees ...................................................              4.67 % (b)
           After expense reimbursements and waived fees ....................................................              1.22 % (b)

      Ratio of net investment (loss) income to average net assets
           Before expense reimbursements and waived fees ...................................................             (2.87)% (b)
           After expense reimbursements and waived fees ....................................................              0.56 % (b)


      Portfolio turnover rate ..............................................................................             42.60 %

      Average brokerage commission per share (c) ...........................................................       $    0.0384


(a)   Includes  undistributed  net investment income of $0.00 per share and undistributed net realized gains and unrealized gains of
      $0.00 per share, from June 1, 1998 (seed date) through June 29, 1998 (commencement of operations).

(b)   Annualized.

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






See accompanying notes to financial statements
</TABLE>
<PAGE>

                            SCM STRATEGIC GROWTH FUND

                          NOTES TO FINANCIAL STATEMENTS

                                November 30, 1998
                                   (Unaudited)



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

         The SCM Strategic  Growth Fund (the "Fund") is a diversified  series of
         shares  of  beneficial  interest  of  The  SCM  Investment  Trust  (the
         "Trust"). The Trust, an open-ended investment company, was organized on
         April 18,  1998 as a  Massachusetts  Business  Trust and is  registered
         under the  Investment  Company Act of 1940, as amended.  The investment
         objective  of the Fund is to provide  its  shareholders  with a maximum
         total return  consisting of any  combination of realized and unrealized
         capital appreciation.  Current income is of secondary  importance.  The
         Fund will seek to achieve this  objective  by investing  primarily in a
         flexible portfolio of equity securities,  fixed income securities,  and
         money  market  instruments.  The Fund was  initially  seeded on June 1,
         1998.  The Fund  had no net  investment  income,  or net  realized  and
         unrealized  gains  from the  seed  date  through  the  commencement  of
         operations, or June 29, 1998. The following is a summary of significant
         accounting policies followed by the Fund.

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

         B.    Federal  Income  Taxes - No  provision  has been made for federal
               income  taxes since  substantially  all  taxable  income has been
               distributed  to  shareholders.  It is the  policy  of the Fund to
               comply  with  the   provisions  of  the  Internal   Revenue  Code
               applicable  to  regulated   investment   companies  and  to  make
               sufficient distributions of taxable income to relieve it from all
               federal income taxes.

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

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

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

NOTE 2 - INVESTMENT ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS

         Pursuant  to  an  investment  advisory   agreement,   Shanklin  Capital
         Management,  Inc. (the  "Advisor")  provides the Fund with a continuous
         program of supervision of the Fund's assets,  including the composition
         of its portfolio, and furnishes advice and recommendations with respect
         to  investments,  investment  policies  and the  purchase  and  sale of
         securities.  As compensation  for its services,  the Advisor receives a
         fee at the annual rate of 0.85% of the Fund's average daily net assets.

                                                                     (Continued)
<PAGE>

                            SCM STRATEGIC GROWTH FUND

                          NOTES TO FINANCIAL STATEMENTS

                                November 30, 1998
                                   (Unaudited)



         The Advisor  intends to  voluntarily  waive all or a portion of its fee
         and  reimburse  expenses  of the Fund to  limit  total  Fund  operating
         expenses  to 1.25% of the average  daily net assets of the Fund.  There
         can be no  assurance  that  the  foregoing  voluntary  fee  waivers  or
         reimbursements  will  continue.  The Advisor has  voluntarily  waived a
         portion of its fee amounting to $7,500 ($0.04 per share) and has agreed
         to reimburse  $22,830 to the Fund's  operating  expenses for the period
         ended November 30, 1998.

         The Fund's administrator, The Nottingham Company (the "Administrator"),
         provides  administrative  services to and is generally  responsible for
         the overall  management and day-to-day  operations of the Fund pursuant
         to an  accounting  and  administrative  agreement  with the  Trust.  As
         compensation for its services,  the Administrator receives a fee at the
         annual rate of 0.150% of the Fund's first $100 million of average daily
         net assets,  and 0.125% of average  daily net assets over $100 million.
         The Administrator  also receives a monthly fee of $2,000 for accounting
         and  recordkeeping   services.  The  contract  with  the  Administrator
         provides that the aggregate fees for the aforementioned administration,
         accounting and recordkeeping services shall not be less than $3,000 per
         month.  The  Administrator  also charges the Fund for certain  expenses
         involved with the daily valuation of portfolio securities.

         North Carolina Shareholder Services,  LLC (the "Transfer Agent") serves
         as the Fund's  transfer,  dividend  paying,  and shareholder  servicing
         agent.  The Transfer Agent maintains the records of each  shareholder's
         account,  answers shareholder inquiries concerning accounts,  processes
         purchases  and  redemptions  of the Fund  shares,  acts as dividend and
         distribution disbursing agent, and performs other shareholder servicing
         functions.

         Certain  Trustees  and  officers of the Trust are also  officers of the
         Advisor, the distributor or the Administrator.


NOTE 3 - DEFERRED ORGANIZATION EXPENSES

         All expenses of the Fund incurred in connection  with its  organization
         and the  registration  of its shares have been assumed by the Fund. The
         organization  expenses  are  being  amortized  over a  period  of sixty
         months. Investors purchasing shares of the Fund bear such expenses only
         as they are amortized against the Fund's investment income.


NOTE 4 - PURCHASES AND SALES OF INVESTMENTS

         Purchases and sales of investments,  other than short-term investments,
         aggregated $4,360,884 and $971,595,  respectively, for the period ended
         November 30, 1998.


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