PUGET SOUND ALTERNATIVE INVESTMENT SERIES TRUST
N-30D, 2000-02-03
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             [PUGET SOUND ALTERNATIVE INVESTMENT SERIES TRUST LOGO]

                      PUGET SOUND MARKET NEUTRAL PORTFOLIO


                               SEMI-ANNUAL REPORT


                                NOVEMBER 30, 1999







                             POST OFFICE BOX 219407
                           KANSAS CITY, MO 64121-9407
                            TOLL FREE (877) 777-8438

<PAGE>
November 30, 1999

Dear Fellow Shareholder,

As we close  1999 and  begin the year  2000,  we are  pleased  to  present  this
semi-annual  report for the  six-month  period  ended  November  30,  1999.  The
Institutional Shares of the PUGET SOUND MARKET NEUTRAL PORTFOLIO returned 11.48%
during the period, which compares quite favorably to the 90-day T-bill return of
2.39%.  From the Fund's  inception,  our goal has been to provide  returns  that
outperform the "risk-free rate" by  approximately  6%, as measured by the 90-day
T-bill.  During the latest fiscal period,  the Fund exceeded this goal. The Fund
also exceeded the  intermediate  bond return of 1.38%, as measured by the Lehman
Government/Corporate Intermediate Bond Index. Coming off an extended period when
many market neutral funds have not performed well, we are also very pleased with
the  performance  of the PUGET SOUND MARKET  NEUTRAL  PORTFOLIO  relative to its
peers.

At  the  end of  November  1999,  your  portfolio  had a  positive  bias  toward
securities of large capitalization  companies and momentum stocks. It also had a
slight  bias  toward  securities  of  growth  companies,   including  technology
companies.  The Fund was negatively biased against leverage (companies with high
debt) and currency sensitivity  (companies with high overseas revenues).  During
the  last  several  months,   the  Fund's  portfolio  manager  John  Dorian  has
incorporated an enhancement to his investment approach--a sector relative model.
We believe  that,  over the long run, this change to his model will add value to
the portfolio.

Looking  ahead to the year 2000,  we do not know whether this present  period of
market volatility and unusual valuation trends will persist.  We do believe that
a market neutral strategy makes sense in either market  environment--positive or
negative.  However,  we view the last six  months--and  indeed  all of  1999--as
extraordinary  times.  Topics  such as  stock  market  valuation,  the  Internet
phenomenon, and IPO mania dominate investors' discussions.

Some interesting facts for you to ponder about the final year of this century:
     *    Just 1% of the 400 companies in the Internet sector account for 40% of
          its $900 billion value in the stock market.
     *    The  average  value  of an  Internet  company  is  approximately  $500
          million, yet the median value is just $53 million.
     *    In 1999, the largest domestic  offering in history,  the $5.47 billion
          United Parcel Services, Inc. deal, was not a "dot com" company.
     *    Pure  Internet  companies  that went public in 1999 rose,  on average,
          233% above their offering price.
     *    Seventy-three percent of new issues this year had no earnings,  though
          these stocks  generated  average  returns of 224% over their  offering
          prices for the year.  Contrast this with the  performance of companies
          with profits--an average return of 90%.

We would  like to thank  you for your  continued  support.  We  appreciate  your
confidence  and  look  forward  to  further  serving  your  needs in the area of
non-traditional investments.

Best wishes for a healthy and prosperous 2000.

Sincerely,


Margaret M. Towle, Chairperson
Puget Sound Alternative Investment Series Trust
<PAGE>
PUGET SOUND MARKET NEUTRAL PORTFOLIO
Schedule of Portfolio Investments
November 30, 1999 (Unaudited)
- --------------------------------------------------------------------------------

                                                        SHARES           VALUE
                                                        ------           -----
COMMON STOCKS - 77.3%

AEROSPACE/DEFENSE - 2.3%
General Dynamics Corp.                                   2,000      $   103,125
Northrop Grumman Corp.                                   3,000          168,563
Teledyne Technologies, Inc. *                              571            5,035
United Technologies Corp.                                4,000          226,000
                                                                    -----------
                                                                        502,723
                                                                    -----------
AUTO MANUFACTURERS - 2.1%
Ford Motor Company                                       4,000          202,000
General Motors Corp.                                     1,000           72,000
Navistar International Corp., Inc.                       3,000          111,562
Paccar, Inc.                                             2,000           82,250
                                                                    -----------
                                                                        467,812
                                                                    -----------
AUTO PARTS & EQUIPMENT - 1.2%
Cooper Tire & Rubber Company                             8,000          120,000
Magana International, Inc.                               2,000           87,375
Meritor Automotive, Inc.                                 3,000           51,375
                                                                    -----------
                                                                        258,750
                                                                    -----------
BANKS - 1.8%
Amsouth Bancorporation                                   2,000           45,125
Bank One Corp.                                           3,000          105,750
CCB Financial Corp.                                      3,000          130,125
Firstar Corp.                                            1,000           26,000
Hibernia Corp.                                           3,000           38,062
Hudson United Bancorp                                    1,030           31,801
Regions Financial Corp.                                  1,000           27,437
                                                                    -----------
                                                                        404,300
                                                                    -----------
BEVERAGES - 0.7%
Anheuser Busch Companies, Inc.                           2,000          149,625
                                                                    -----------
BIOTECHNOLOGY - 3.0%
Affymetrix, Inc.*                                        3,000          294,000
Enzon, Inc.*                                             3,000          101,250
Idec Pharmaceuticals Corp. *                             1,000          126,750
Immunex Corp. *                                          2,000          141,750
                                                                    -----------
                                                                        663,750
                                                                    -----------
BUILDING MATERIALS - 0.4%
Rayonier, Inc.                                           2,000           88,875
                                                                    -----------
CHEMICALS - 1.0%
Ashland, Inc.                                            3,000          101,250
Rohm & Hass Company                                      3,000          109,875
                                                                    -----------
                                                                        211,125
                                                                    -----------

                       See Notes to Financial Statements

                                        3
<PAGE>
PUGET SOUND MARKET NEUTRAL PORTFOLIO
Schedule of Portfolio Investments (continued)
November 30, 1999 (Unaudited)
- --------------------------------------------------------------------------------

                                                        SHARES           VALUE
                                                        ------           -----
COMMON STOCKS - (CONTINUED)

COMMERCIAL SERVICES - 2.1%
Convergys Corp.*                                         2,000      $    54,625
Gartner Group, Inc.*                                     4,000           46,000
Manpower, Inc.                                           1,000           36,437
Medquist, Inc. *                                         1,000           28,500
Modis Professional Services, Inc.*                       3,000           32,062
Paychex, Inc.                                            3,000          119,812
Profit Recovery Group International, Inc.*               1,000           37,046
Startek, Inc.*                                           1,000           22,937
Valassis Communications, Inc.                            2,000           78,750
                                                                    -----------
                                                                        456,169
                                                                    -----------
COMPUTERS - 4.5%
Adaptec, Inc. *                                          1,000           53,875
Ceridian Corp.                                           4,000           86,500
Cisco Systems, Inc. *                                    1,000           89,187
Electronic Data Systems Corp.                            2,000          128,625
International Business Machines                          1,000          103,062
Sapient Corp. *                                          1,000           77,500
Sun Microsystems, Inc. *                                 2,000          264,500
Veritas Software Corp. *                                 1,500          137,343
Whittman Hart, Inc. *                                    1,000           61,437
                                                                    -----------
                                                                      1,002,029
                                                                    -----------
COSMETICS/PERSONAL CARE - 0.3%
Kimberly-Clark Corp.                                     1,000           63,875
                                                                    -----------
DISTRIBUTION/WHOLESALE - 0.5%
Genuine Parts Company                                    4,000          103,000
                                                                    -----------
DIVERSIFIED FINANCIAL SERVICES - 1.2%
Federal National Mortgage Association                    4,000          266,500
                                                                    -----------
ELECTRIC - 2.7%
Citizens Utilities Company                               4,000           49,500
Covectiv, Inc.                                           5,000           88,125
DTE Energy Company                                       5,000          165,312
Duke Energy Company                                      1,000           50,687
Firstenergy Corp.                                        4,000           93,250
Peco Energy Company                                      1,000           32,937
PG&E Corp.                                               1,000           22,375
Teco Energy, Inc.                                        5,000          100,000
                                                                    -----------
                                                                        602,186
                                                                    -----------
ELECTRONIC COMPONENTS - 2.0%
Arrow Electronics, Inc.                                  3,000           68,625
Credence Systems Corp.*                                  1,000           57,937
Johnson Controls, Inc.                                   1,000           54,500
Kemet Corp.*                                             1,000           36,250

                       See Notes to Financial Statements

                                        4
<PAGE>
PUGET SOUND MARKET NEUTRAL PORTFOLIO
Schedule of Portfolio Investments (continued)
November 30, 1999 (Unaudited)
- --------------------------------------------------------------------------------

                                                        SHARES           VALUE
                                                        ------           -----
COMMON STOCKS - (CONTINUED)

ELECTRONIC COMPONENTS - CONTINUED
Solectron Corp.*                                         2,000      $   164,750
Vishay Intertechnology, Inc.*                            2,000           57,875
                                                                    -----------
                                                                        439,937
                                                                    -----------
FOOD - 0.5%
Bestfoods                                                1,000           54,812
Hershey Foods Corp.                                      1,000           49,125
Supervalu, Inc.                                          1,000           19,437
                                                                    -----------
                                                                        123,374
                                                                    -----------
FOREST PRODUCTS & PAPER - 0.2%
Lousiana Pac Corp.                                       4,000           49,000
                                                                    -----------
GAS - 0.2%
Keyspan Corp.                                            2,000           51,375
                                                                    -----------
HAND/MACHINE TOOLS - 0.2%
W.W. Grainger, Inc.                                      1,000           47,125
                                                                    -----------
HEALTH CARE - 3.4%
Becton Dickinson & Company                               4,000          109,000
C.R. Bard, Inc.                                          5,000          271,562
Mallinckrodt, Inc.                                       1,000           33,250
Summit Technology, Inc.*                                 4,000           76,750
Varian Medical Systems, Inc.                             1,000           26,125
Visx, Inc.*                                              3,000          232,687
                                                                    -----------
                                                                        749,374
                                                                    -----------
HOME BUILDERS - 0.5%
Centex Corp.                                             3,000           71,250
Clayton Homes, Inc.                                      3,000           30,562
                                                                    -----------
                                                                        101,812
                                                                    -----------
HOME FURNISHINGS - 0.5%
Leggett & Platt, Inc.                                    2,000           42,875
Water Pik Tech, Inc.*                                      200            1,475
Whirlpool Corp.                                          1,000           61,000
                                                                    -----------
                                                                        105,350
                                                                    -----------
INSURANCE - 2.4%
Aetna, Inc.                                              3,000          163,875
Conseco, Inc.                                            3,000           60,750
Everest Reinsurance Holdings                             5,000          118,750
Loews Corp.                                              1,000           64,000
Old Rep International Corp.                             10,000          125,000
                                                                    -----------
                                                                        532,375
                                                                    -----------
IRON/STEEL - 0.2%
Allegheny Technologies, Inc.                             2,000           50,375

                       See Notes to Financial Statements

                                        5
<PAGE>
PUGET SOUND MARKET NEUTRAL PORTFOLIO
Schedule of Portfolio Investments (continued)
November 30, 1999 (Unaudited)
- --------------------------------------------------------------------------------

                                                        SHARES           VALUE
                                                        ------           -----
COMMON STOCKS - (CONTINUED)

MACHINERY-DIVERSIFIED - 0.2%
Imation Corp. *                                          1,000      $    32,187
                                                                    -----------
MEDIA - 5.0%
AT&T Corp. *                                             1,000           41,813
Belo A H Corp.                                           5,000           90,000
Cablevision Systems Corp,*                               1,000           68,563
Clear Channel Communications*                           10,000          803,750
Comcast Corp.                                            1,000           45,188
Cox Communications, Inc.*                                1,000           47,000
                                                                    -----------
                                                                      1,096,314
                                                                    -----------
MISCELLANEOUS MANUFACTURER - 5.7%
Eastman Kodak Company                                    5,000          309,375
Minnesota Mining & Manufacturing Company                 7,000          668,938
Textron, Inc.                                            4,000          284,250
                                                                    -----------
                                                                      1,262,563
                                                                    -----------
OFFICE FURNISHINGS - 0.1%
Miller Herman, Inc.                                      1,000           22,875
                                                                    -----------
OIL & GAS PRODUCERS - 2.5%
Exxon Corp.                                              3,000          237,938
Newfield Explore Company*                                3,000           77,438
Royal Dutch Pete Company                                 3,000          174,000
Vastar Resources, Inc.                                   1,000           56,000
                                                                    -----------
                                                                        545,376
                                                                    -----------
OIL & GAS SERVICES - 1.0%
BJ Services Company*                                     1,000           34,875
Schlumberger, Ltd.                                       3,000          180,188
                                                                    -----------
                                                                        215,063
                                                                    -----------
PACKAGING & CONTAINERS - 0.1%
Bemis, Inc.                                              1,000           31,500
                                                                    -----------
PHARMACEUTICALS - 3.4%
Andrx Corp.*                                             3,000          154,500
Astrazeneca Plc                                          1,000           44,500
Ivax Corp.                                               3,000           60,938
Medimmune, Inc.*                                         1,000          120,188
Merck & Company, Inc.                                    4,000          314,000
Schering Plough Corp.                                    1,000           51,125
                                                                    -----------
                                                                        745,251
                                                                    -----------
RETAIL - 1.3%
Circuit City Stores, Inc.                                3,000          145,500
Payless Shoesource, Inc.*                                3,000          137,438

                       See Notes to Financial Statements

                                        6
<PAGE>
PUGET SOUND MARKET NEUTRAL PORTFOLIO
Schedule of Portfolio Investments (continued)
November 30, 1999 (Unaudited)
- --------------------------------------------------------------------------------

                                                        SHARES           VALUE
                                                        ------           -----
COMMON STOCKS - (CONTINUED)

RETAIL - CONTINUED
Ross Stores, Inc.                                        1,000      $    19,188
                                                                    -----------
                                                                        302,126
                                                                    -----------
SEMICONDUCTORS - 3.3%
Alpha Industries, Inc.                                   1,000           60,500
Cypress Semiconductor Corp.*                             1,000           27,250
Dallas Semiconductor Corp.                               1,000           57,688
International Rectifier Corp.*                           1,000           20,250
LSI Logic Corp. *                                        1,000           60,438
National Semiconductor Corp.*                            1,000           42,500
PMC Sierra, Inc. *                                       3,000          309,188
SDL, Inc. *                                              1,000          162,750
                                                                    -----------
                                                                        740,564
                                                                    -----------
SOFTWARE - 7.8%
Adobe System, Inc.                                       1,000           68,687
Bea Systems, Inc.*                                       1,000           81,250
BMC Software, Inc.*                                      1,000           72,813
Cnet, Inc. *                                             2,000          101,875
Concentric Network Corp.*                                3,000           85,313
IMS Health, Inc.                                         3,000           70,688
Informix Corp. *                                         1,000           11,000
Microsoft Corp.*                                         2,000          182,094
Real Networks, Inc.*                                     3,000          418,500
S1 Corp. *                                               3,000          144,750
Verio, Inc. *                                            2,000           71,875
Yahoo, Inc.*                                             2,000          425,500
                                                                    -----------
                                                                      1,734,345
                                                                    -----------
TELECOMMUNICATION EQUIPMENT - 5.7%
Harmonic, Inc.*                                          7,000          420,875
Lucent Technologies, Inc.                                1,000           73,063
Powerwave Technologies, Inc.*                            1,000           59,813
Qualcomm, Inc.*                                          2,000          724,625
                                                                    -----------
                                                                      1,278,376
                                                                    -----------
TELECOMMUNICATIONS - 1.3%
Echostar Communications Corp.*                           1,000           66,063
Panamsat Corp.*                                          1,000           42,563
Price Communications Corp.*                              4,000          100,250
RCN Corp. *                                              2,000           90,250
                                                                    -----------
                                                                        299,126
                                                                    -----------
TELEPHONE - 4.4%
Alltel Corp.                                             1,000           86,500
Bell Atlantic Corp.                                      1,000           63,313
Centurytel, Inc.                                        10,000          460,000
SBC Communications, Inc.                                 7,000          363,563
                                                                    -----------
                                                                        973,376
                                                                    -----------

                       See Notes to Financial Statements

                                        7
<PAGE>
PUGET SOUND MARKET NEUTRAL PORTFOLIO
Schedule of Portfolio Investments (continued)
November 30, 1999 (Unaudited)
- --------------------------------------------------------------------------------
                                                     SHARES
                                                  OR PRINCIPAL         VALUE
                                                  ------------         -----
COMMON STOCKS - (CONTINUED)

TOBACCO - 0.8%
Philip Morris Companies, Inc.                            7,000      $   184,188
                                                                    -----------
TRANSPORTATION - 0.8%
CSX Corp.                                                5,000          177,813
                                                                    -----------
TOTAL COMMON STOCKS (COST $16,135,062) (A)                           17,131,859
                                                                    -----------

REPURCHASE AGREEMENT - 21.0%
Bear Stearns Repurchase Agreement,
5.65%, dated 11/30/99, due 12/1/99,
collaterialized by $4,670,000
U.S Treasury Notes, 6.50%, due 10/15/06,
value $4,763,472
  (proceeds $4,669,823) (cost $4,669,090)         $  4,669,090        4,669,090
                                                                    -----------
TOTAL REPURCHASE AGREEMENT
 (COST $4,669,090) (a)                                                4,669,090
                                                                    -----------

TOTAL INVESTMENTS AND
REPURCHASE AGREEMENTS
(COST $20,804,152) (a)-98.3%                                         21,800,949
                                                                    -----------

DEPOSITS WITH BROKERS FOR
SECURITIES SOLD SHORT - 80.0%
 Bear Stearns Margin Account                      $ 17,724,893       17,724,893
                                                                    -----------
TOTAL DEPOSITS WITH BROKERS FOR
SECURITIES SOLD SHORT
(COST $17,724,893)                                                   17,724,893
                                                                    -----------

SECURITIES SOLD SHORT (PROCEEDS $16,944,356)
 (a)-(77.6)                                                        (17,198,588)
                                                                    -----------

LIABILITIES IN EXCESS OF OTHER ASSETS - (0.7%)                         (163,105)
                                                                    -----------

TOTAL NET ASSETS - 100.0%                                           $22,164,149
                                                                    ===========
- ----------
* Non-income producing security

(a)  At November 30, 1999, the basis of investments  and short sales for federal
     income  tax  purposes  was the same as their cost for  financial  reporting
     purposes. Unrealized appreciation and depreciation of investments and short
     sales were as follows:

       Unrealized appreciation - Investments       $  1,656,549
       Unrealized appreciation - Short Sales          1,597,522
       Unrealized depreciation - Investments           (659,752)
       Unrealized depreciation - Short Sales         (1,851,754)
                                                   ------------
        Net unrealized appreciation                $    742,565
                                                   ============

                       See Notes to Financial Statements

                                        8
<PAGE>
PUGET SOUND MARKET NEUTRAL PORTFOLIO
Schedule of Securities Sold Short
November 30, 1999 (Unaudited)
- --------------------------------------------------------------------------------

                                                         SHARES         VALUE
                                                         ------         -----
COMMON STOCKS

AEROSPACE/DEFENSE - 0.4%
Cordant Technologies, Inc.                                2,000     $    58,250
Goodrich B.F. Company                                     1,000          22,563
                                                                    -----------
                                                                         80,813
                                                                    -----------
AIRLINES - 1.0%
Northwest Airlines Corp.                                  9,000         210,937
                                                                    -----------
APPAREL - 2.1%
Jones Apparel Group, Inc.                                 4,000         106,750
Nike, Inc.                                                5,000         230,000
Tommy Hilfiger Corp.                                      5,000         123,125
                                                                    -----------
                                                                        459,875
                                                                    -----------
AUTO PARTS & EQUIPMENT - 1.1%
Federal Mogul Corp.                                      11,000         245,437
                                                                    -----------
BIOTECHNOLOGY - 2.9%
Genzyme Corp.                                             4,000         144,000
Monzanto Company                                         12,000         506,250
                                                                    -----------
                                                                        650,250
                                                                    -----------
BUILDING MATERIALS - 0.9%
American Std Companies, Inc.                              2,000          77,875
Martin Marietta Materials, Inc.                           3,000         113,813
                                                                    -----------
                                                                        191,688
                                                                    -----------
COMMERCIAL SERVICES - 4.0%
Apollo Group, Inc.                                        6,000         161,250
McKesson Hboc, Inc.                                       8,000         187,000
Medical Manager Corp.                                     1,000          60,562
Nova Corp. GA                                             3,000          91,875
Quanta Services, Inc.                                     2,000          56,000
Quintiles Transnational Corp.                             5,000         110,312
Robert Half International, Inc.                           2,000          56,000
US Web Corp.                                              4,000         165,750
                                                                    -----------
                                                                        888,749
                                                                    -----------
COMPUTERS - 5.2%
3COM Corp.                                                9,000         358,312
Apple Computer                                            1,000          97,875
Compaq Computer Corp.                                    10,000         244,375
Dell Computer Corp.                                       1,000          43,000
Eletronics For Imaging, Inc.                              1,000          44,563
NCR Corp.                                                 5,000         164,063
Seagate Technology                                        2,000          74,000
Visual Networks, Inc.                                     2,000         118,000
                                                                    -----------
                                                                      1,144,188
                                                                    -----------

                       See Notes to Financial Statements

                                        9
<PAGE>
PUGET SOUND MARKET NEUTRAL PORTFOLIO
Schedule of Securities Sold Short (continued)
November 30, 1999 (Unaudited)
- --------------------------------------------------------------------------------

                                                         SHARES         VALUE
                                                         ------         -----
COMMON STOCKS - (CONTINUED)

COSMETICS/PERSONAL CARE - 0.4%
Estee Lauder Componies, Inc.                              2,000     $    84,375
                                                                    -----------
DISTRIBUTION/WHOLESALE - 2.5%
Costco Wholesale Corp.                                    5,000         458,438
Tech Data Corp.                                           4,000          98,000
                                                                    -----------
                                                                        556,438
                                                                    -----------
ELECTRIC - 1.9%
AES Corp.                                                 1,000          57,938
Allegheny Energy, Inc.                                    4,000         116,000
Ameren Corp.                                              3,100         107,338
Dominion Resources, Inc.                                  1,000          45,375
Montana Power Company                                     3,000          92,625
                                                                    -----------
                                                                        419,276
                                                                    -----------
ELECTRICAL COMPONENTS & EQUIPMENT - 0.2%
American Power Conversion Corp.                           2,000          47,625
                                                                    -----------
ELECTRONICS - 1.0%
Cymer, Inc.                                               3,000         120,000
Sanmina Corp.                                             1,000          96,125
                                                                    -----------
                                                                        216,125
                                                                    -----------
ENTERTAINMENT - 1.0%
Premier Paks, Inc.                                        3,000          75,000
SFX Entertainment, Inc.                                   4,000         135,000
                                                                    -----------
                                                                        210,000
                                                                    -----------
FOOD - 1.9%
Great Atlantic & Pac Tea, Inc.                            1,000          25,438
Kroger Company                                            3,000          63,938
Quaker Oats Company                                       4,000         261,000
Sara Lee Corp.                                            1,000          24,250
Suiza Foods Corp.                                         1,000          35,938
                                                                    -----------
                                                                        410,564
                                                                    -----------
FOREST PRODUCTS & PAPER - 1.8%
Bowater, Inc.                                             2,000          98,000
Chamption International Corp.                             4,000         221,750
Georgia Pac Corp.                                         2,000          79,625
                                                                    -----------
                                                                        399,375
                                                                    -----------
HAND/MACHINE TOOLS - 2.6%
Black & Decker Corp.                                      3,000         134,625
SPX Corp.                                                 6,000         447,000
                                                                    -----------
                                                                        581,625
                                                                    -----------

                       See Notes to Financial Statements

                                       10
<PAGE>
PUGET SOUND MARKET NEUTRAL PORTFOLIO
Schedule of Securities Sold Short (continued)
November 30, 1999 (Unaudited)
- --------------------------------------------------------------------------------

                                                         SHARES         VALUE
                                                         ------         -----
COMMON STOCKS - (CONTINUED)

HEALTH CARE - 2.4%
Bausch & Lomb, Inc.                                       3,000     $   164,438
Boston Scientific Corp.                                   8,000         169,000
Lincare Holdings, Inc.                                    1,000          28,375
Tenet Healthcare Corp.                                    3,000          66,938
United Heatlthcare Corp.                                  1,000          51,938
Wellpoint Health Networks, Inc.                           1,000          57,563
                                                                    -----------
                                                                        538,252
                                                                    -----------
HOLDING COMPANIES-DIVERS - 1.4%
Seagram Ltd.                                              7,000         304,938
                                                                    -----------
HOME BUILDERS - 0.2%
Kaufman & Broad Home Corp.                                2,000          44,250
                                                                    -----------
HOUSEHOLD PRODUCTS/WARES - 2.1%
Clorox Company                                           10,000         445,625
Dial Corp.                                                1,000          28,063
                                                                    -----------
                                                                        473,688
                                                                    -----------
INSURANCE - 0.3%
Magic INVT CORP WIS                                       1,000          56,500
                                                                    -----------
LODGING - 0.4%
Marriott International, Inc.                              2,000          65,125
Starwood Hotels & Resorts                                 1,000          22,313
                                                                    -----------
                                                                         87,438
                                                                    -----------
MACHINERY-CONSTRUCTION & MINING - 0.3%
Terex Corp.                                               2,000          56,000
                                                                    -----------
MEDIA - 0.9%
Disney Walt Company                                       3,000          83,625
Dow Jones & Company, Inc.                                 1,000          60,625
Readers Digest Association, Inc.                          2,000          58,000
                                                                    -----------
                                                                        202,250
                                                                    -----------
METALS-DIVERSIFIED - 1.5%
Alcan Alum Ltd.                                           3,000         102,000
Phelps Dodge Corp.                                        4,000         208,000
Stillwater Mining Company                                 1,000          24,250
                                                                    -----------
                                                                        334,250
                                                                    -----------
MINING - 0.5%
Newmont Mining Corp.                                      5,000         118,437
                                                                    -----------

                       See Notes to Financial Statements

                                       11
<PAGE>
PUGET SOUND MARKET NEUTRAL PORTFOLIO
Schedule of Securities Sold Short (continued)
November 30, 1999 (Unaudited)
- --------------------------------------------------------------------------------

                                                         SHARES         VALUE
                                                         ------         -----
COMMON STOCKS - (CONTINUED)

MISCELLANEOUS MANUFACTURER - 2.9%
Corning, Inc.                                             3,000     $   281,063
Pall Corp.                                                2,000          46,875
Polaroid Corp.                                            6,000         115,500
Tyco International Ltd.                                   5,000         200,312
                                                                    -----------
                                                                        643,750
                                                                    -----------
OIL & GAS PRODUCERS - 2.4%
Amerada Hess Corp.                                        4,000         231,750
Apache Corp.                                              2,000          71,625
Kerr McGee Corp.                                          3,000         171,750
Tosco Corp.                                               1,000          27,062
Ultramar Diamond Shamrock                                 1,000          25,312
                                                                    -----------
                                                                        527,499
                                                                    -----------

OIL & GAS SERVICES - 2.1%
Cooper Cameron Corp.                                      2,000          85,750
Halliburton Company                                       8,000         309,500
Weatherford International, Inc.                           2,000          69,875
                                                                    -----------
                                                                        465,125
                                                                    -----------
PACKAGING & CONTAINERS - 1.0%
Sealed Air Corp.                                          3,000         141,000
Smurfit Stone Container Corp.                             4,000          76,750
                                                                    -----------
                                                                        217,750
                                                                    -----------
PHARMACEUTICALS - 3.5%
Alkermes, Inc.                                            1,000          42,500
ICN Pharmaceuticals, Inc.                                 4,000          97,250
Medicis Pharmaceutical Corp.                              1,000          35,125
Sepracor, Inc.                                            5,000         485,625
Watson Pharmaceuticals, Inc.                              3,000         111,562
                                                                    -----------
                                                                        772,062
                                                                    -----------
PIPELINES - 2.1%
El Paso Energy Corp.                                      2,000          77,000
Kinder Morgan, Inc.                                       2,000          40,625
WIlliams Companies, Inc.                                 10,000         337,500
                                                                    -----------
                                                                        455,125
                                                                    -----------
RETAIL - 7.7%
Abercrombie And Fitch Company                             1,000          32,375
Amazon Company, Inc.                                      3,000         255,187
Anntaylor Stores Corp.                                    2,000          86,375
Best Buy Company, Inc.                                    1,000          62,500
CEC Entertainment, Inc.                                   4,500         135,000
Federated Department Stores, Inc.                         2,000          94,125
Jack In The Box, Inc.                                     3,000          63,187
Kohls Corp.                                               2,000         144,375
Linens N' Things, Inc.                                    2,000          67,500

                       See Notes to Financial Statements

                                       12
<PAGE>
PUGET SOUND MARKET NEUTRAL PORTFOLIO
Schedule of Securities Sold Short (continued)
November 30, 1999 (Unaudited)
- --------------------------------------------------------------------------------

                                                         SHARES         VALUE
                                                         ------         -----
COMMON STOCKS - (CONTINUED)

RETAIL - CONTINUED
McDonalds Corp.                                           1,000     $    45,000
Starbucks Corp.                                           8,000         212,500
Tricon Global Restaurants, Inc.                           2,000          83,000
Wendy's International, Inc.                               2,000          44,125
Williams Sonoma, Inc.                                     5,000         272,500
Zale Corp.                                                2,000         101,250
                                                                    -----------
                                                                      1,698,999
                                                                    -----------
SAVINGS & LOANS - 0.6%
Astoria Financial Corp.                                   2,000          63,062
Greenpoint Financial Corp.                                2,000          50,625
Netbank, Inc.                                             1,000          23,750
                                                                    -----------
                                                                        137,437
                                                                    -----------
SHIPBUILDING - 0.3%
Newport News Shipbuilding, Inc.                           2,000          66,000
                                                                    -----------
SOFTWARE - 4.6%
24 / 7 Media, Inc.                                        3,000         152,250
At Home Corp.                                             1,000          48,500
CMG Information Services, Inc.                            1,000         147,312
Lycos, Inc.                                               4,000         224,000
Macromedia, Inc.                                          4,000         263,000
New Era Of Networks, Inc.                                 4,000         192,500
Transaction System Architects, Inc.                       2,000          69,875
                                                                    -----------
                                                                      1,097,437
                                                                    -----------
TELECOMMUNICATION EQUIPMENT - 3.6%
ADC Telecommunications, Inc.                              2,000         106,625
Ciena Corp.                                               1,000          43,937
Commscope, Inc.                                           5,000         210,625
Harris Corp.                                              1,000          21,000
Motorola, Inc.                                            3,000         342,750
Plantronics, Inc.                                         1,000          63,000
                                                                    -----------
                                                                        787,937
                                                                    -----------
TELECOMMUNICATIONS - 4.1%
Broadwing, Inc.                                           2,000          58,250
General Motors Corp.                                      6,000         513,750
Mcleodusa, Inc.                                           2,000          86,000
Winstar Communications, Inc.                              5,000         253,750
                                                                    -----------
                                                                        911,750
                                                                    -----------
TELEPHONE - 0.4%
Viatel, Inc.                                              2,000          84,000
                                                                    -----------
TEXTILES - 0.2%
Mohawk Industries, Inc.                                   2,000          49,875
                                                                    -----------
                       See Notes to Financial Statements

                                       13
<PAGE>
PUGET SOUND MARKET NEUTRAL PORTFOLIO
Schedule of Securities Sold Short (continued)
November 30, 1999 (Unaudited)
- --------------------------------------------------------------------------------

                                                         SHARES         VALUE
                                                         ------         -----
COMMON STOCKS - (CONTINUED)

TOYS/GAMES/HOBBIES - 0.3%
Hasbro, Inc.                                              3,000     $    64,687
                                                                    -----------
TRANSPORTATION - 0.8%
Kansas City Southern Industries, Inc.                     2,000         119,125
Norfolk Southern Corp.                                    3,000          64,125
                                                                    -----------
                                                                        183,250
                                                                    -----------
TRUCKING & LEASING - 0.1%
Ryder Systems, Inc.                                       1,000          22,562
                                                                     -----------
TOTAL COMMON STOCKS (PROCEEDS $16,944,356)                           17,198,588
                                                                    -----------
TOTAL SECURITIES SOLD SHORT (PROCEEDS $16,944,356) - 77.6%          $17,198,588
                                                                    ===========

Percentages indicated are based on net assets of $22,164,149

                       See Notes to Financial Statements

                                       14
<PAGE>
                      PUGET SOUND MARKET NEUTRAL PORTFOLIO
                       STATEMENT OF ASSETS AND LIABILITIES
                               November 30, 1999
                                   (Unaudited)

ASSETS:
     Investments, at value (cost $16,135,062)                      $ 17,131,859
     Repurchase agreement, at cost                                    4,669,090
     Deposits with brokers for securities sold short                 17,724,893
     Receivables:
       Interest and dividends                                            61,987
       From brokers for securities sold                               1,200,116
       Fund shares sold                                                   2,640
     Prepaid expenses and other assets                                   23,478
     Deferred organization costs                                         62,352
                                                                   ------------
                      Total Assets                                   40,876,415
                                                                   ------------

LIABILITIES:
     Securities sold short (Proceeds: $16,944,356)                   17,198,588
     Payable for dividends on securities sold short                      12,731
     Payable for investments purchased                                1,433,755
     Investment advisory fees payable                                    28,443
     Administration fees payable                                          2,854
     Distribution and service fees, Investor Shares                       3,133
     Other accrued expenses                                              32,762
                                                                   ------------
                      Total Liabilities                              18,712,266
                                                                   ------------
NET ASSETS                                                         $ 22,164,149
                                                                   ============

NET ASSETS CONSIST OF:
     Capital                                                       $ 22,848,507
     Accumulated net investment income                                  800,003
     Accumulated net realized loss on investments
      and securities sold short                                      (2,226,926)
     Net unrealized appreciation of investments
      and securities sold short                                         742,565
                                                                   ------------
TOTAL NET ASSETS                                                   $ 22,164,149
                                                                   ============

INSTITUTIONAL SHARES
     Net Assets                                                    $ 17,000,462
     Shares Outstanding                                               1,667,306
                                                                   ------------
     Net Asset Value, Maximum Offering and
      Redemption price per share                                   $      10.20
                                                                   ============

INVESTOR SHARES
     Net Assets                                                    $  5,163,687
     Shares Outstanding                                                 509,763
                                                                   ------------
     Net Asset Value and Redemption price per share                $      10.13
                                                                   ------------
     Maximum Sales Charge                                                  3.00%
                                                                   ------------
     Maximum Offering Price (100%/(100%-maximum sales charge)
       of net asset value adjusted to nearest cent)                $      10.44
                                                                   ============

                       See Notes to Financial Statements

                                       15
<PAGE>
                      PUGET SOUND MARKET NEUTRAL PORTFOLIO
                             STATEMENT OF OPERATIONS
                   For the Six Months Ended November 30, 1999
                                   (Unaudited)

INVESTMENT INCOME:
     Interest income                                                 $  590,513
     Dividend income
      (net of foreign withholding tax of $210)                          105,596
                                                                     ----------
                                                                        696,109
                                                                     ----------
EXPENSES:
     Investment advisory fees                                           231,912
     Transfer agent fees                                                 23,647
     Registration and filing fees                                        22,512
     Fund accounting fees                                                19,850
     Administration fees                                                 17,569
     Audit fees                                                          15,611
     12b-1 fees - Investor Shares                                        13,382
     Amortization of organization costs                                   8,711
     Shareholder servicing fees - Investor Shares                         6,691
     Trustees fees                                                        3,700
     Legal fees                                                           3,300
     Custodian fees                                                       2,700
     Printing fees                                                        2,500
     Other fees                                                          29,142
                                                                     ----------
         Total expenses before waivers/reimbursements                   401,227
         Less 12b-1 fees waived                                          (6,691)
         Less expenses reimbursed by Investment Advisor                (129,529)
                                                                     ----------
         Total expenses after waivers/reimbursements                    265,007
         Plus dividend expense for securities sold short                 78,943
                                                                     ----------
         Net expenses                                                   343,950
                                                                     ----------
NET INVESTMENT INCOME                                                   352,159
                                                                     ----------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:

Net realized gain on investment transactions and
  securities sold short                                                 693,413
Net change in unrealized depreciation of
  investments and securities sold short                               1,441,776
                                                                     ----------
  Net realized and unrealized gain on
    investments and securities sold short                             2,135,189
                                                                     ----------
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                     $2,487,348
                                                                     ==========

                       See Notes to Financial Statements

                                       16
<PAGE>
                      PUGET SOUND MARKET NEUTRAL PORTFOLIO
                       STATEMENT OF CHANGES IN NET ASSETS

                                               THE SIX MONTHS   FOR THE PERIOD
                                                   ENDED            ENDED
                                                 11/30/99         05/31/99(a)
                                                 UNAUDITED)
                                                ------------     ------------
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
  Net investment income                          $   352,159        $ 491,774
  Net realized gain (loss) on investment
    transactions and securities sold short           693,413       (2,654,172)
  Net change in unrealized appreciation
   (depreciation) of investments and
    securities sold short                          1,441,776         (699,211)
                                                ------------     ------------
  Change in net assets resulting
   from operations                                 2,487,348       (2,861,609)
                                                ------------     ------------

DISTRIBUTIONS TO SHAREHOLDERS:
  From net investment income                              --         (106,553)
  From realized gains                                     --         (203,544)
                                                ------------     ------------
  Change in net assets from
   shareholder transactions                               --         (310,097)
                                                ------------     ------------

CAPITAL TRANSACTIONS:
  Proceeds from shares issued                      1,998,353       63,936,895
  Distributions reinvested                                --          233,015
  Cost of shares redeemed                        (11,934,920)     (31,484,836)
                                                ------------     ------------
  Change in net assets from
   share transactions                             (9,936,567)      32,685,074
                                                ------------     ------------

  Change in net assets                            (7,449,219)      29,513,368

NET ASSETS:
  Beginning of period                             29,613,368          100,000
                                                ------------     ------------
  End of period                                 $ 22,164,149     $ 29,613,368
                                                ============     ============

Accumulated net investment income               $    800,003     $    447,844
                                                ============     ============


- ----------
(a)  Commencement of operations was June 29, 1998.

                       See Notes to Financial Statements

                                       17
<PAGE>
                      PUGET SOUND MARKET NEUTRAL PORTFOLIO
                              FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

                                          INSTITUTIONAL  INSTITUTIONAL    INVESTOR       INVESTOR
                                          -------------  -------------    --------       --------
                                           FOR THE SIX   FOR THE PERIOD  FOR THE SIX   FOR THE PERIOD
                                          MONTHS ENDED       ENDED       MONTHS ENDED      ENDED
                                           11/30/1999     5/31/1999(a)    11/30/1999    5/31/1999(a)
                                          -------------  -------------    --------       --------
                                           (Unaudited)                    (Unaudited)
<S>                                        <C>             <C>              <C>           <C>
Net Asset Value, Beginning of Period       $  9.15         $10.00           $ 9.12        $10.00
                                           -------         ------           ------        ------

  Net investment income                     $ 0.15#        $ 0.18           $ 0.12#        $0.16
  Net realized and
    unrealized gain (loss)                  $ 0.90         ($0.73)          $ 0.89        ($0.74)
                                            ------         ------           ------        ------
  Total income from
    investment operations                   $ 1.05         ($0.55)          $ 1.01        ($0.58)
                                            ------         ------           ------        ------

Less Distributions From:
  Net investment income                         --         ($0.04)              --        ($0.04)
  Realized gains                                --         ($0.26)              --        ($0.26)
                                            ------         ------           ------        ------
  Total distributions                           --         ($0.30)              --        ($0.30)
                                            ------         ------           ------        ------
  Net change in net asset
    value per share                         $ 1.05         ($0.85)          $ 1.01        ($0.88)
                                            ------         ------           ------        ------

Net Asset Value, End of Period              $10.20         $ 9.15           $10.13         $9.12
                                            ======         ======           ======        ======

Total Return (excluding sales charge) (b)    11.48%         (5.76%)          11.07%        (6.07%)

Ratios to Average Net Assets and
  Supplemental Data: (c)
    Net assets at end of period (000)      $17,000        $20,959           $5,164        $8,654
    Net expenses
      (excluding dividend expense)            2.17%          2.17%            2.67%         2.67%
    Net expenses
      (including dividend expense)            2.85%          3.05%            3.35%         3.37%
    Gross expense*
      (excluding dividend expense)            3.29%          3.71%            4.04%         4.45%
    Gross expense*
      (including dividend expense)            3.97%          4.58%            4.72%         5.16%
    Net Investment Income
      (including dividend expense)            3.15%          2.57%            2.65%         2.07%

Portfolio Turnover Rate (d)                 217.87%        630.18%          217.87%       630.18%
</TABLE>

- ----------
*    During the periods,  indicated certain fees were reduced and/or reimbursed.
     If such fee reductions and/or  reimbursements had not occurred,  the actual
     expenses  incurred by the Fund as a percentage  of average net assets would
     have been as shown.
#    Per share numbers have been calculated using the average share method.
(a)  Commencement of operations was June 29, 1998.
(b)  Not annualized.
(c)  Ratios are annualized.
(d)  Portfolio  turnover  is  calculated  on the  basis  of the  Fund as a whole
     without distinguishing between the classes of shares. Percentages indicated
     take into  account only the long  transactions  (i.e.  they  exclude  short
     sales).

                                       18
<PAGE>
                      PUGET SOUND MARKET NEUTRAL PORTFOLIO
                          Notes to Financial Statements
                                November 30, 1999
                                   (Unaudited)

NOTE 1 - ORGANIZATION

Puget Sound Alternative Investment Series Trust (the "Trust") was organized as a
Massachusetts  business  trust on April  14,  1998 and is  registered  under the
Investment  Company Act of 1940,  as amended  (the "1940"  Act),  as an open-end
management  investment  company.  As of the date of this report the Trust offers
one managed  investment  portfolio,  Puget Sound Market  Neutral  Portfolio (the
"Fund").  The Fund  commenced  operations  on June  29,  1998.  The Fund  offers
Institutional  Shares and Investor Shares.  Each class is substantially the same
except  Investor  Shares are sold with a sales charge and bear the fees that are
payable under the Trust's  Distribution  Plan and  Shareholder  Servicing  Plan,
which relate only to the Investor Shares.

Puget Sound Asset Management Co., LLC ("PSAM") serves as the investment  advisor
("Advisor")  of the Fund.  The  sub-advisor  is Fiduciary  Asset  Management Co.
("FAMCO").

The Fund's investment  objective is to seek long-term capital appreciation while
maintaining  minimal  exposure to general  equity market risk. The Fund seeks to
achieve its objective through a diversified  portfolio using a  non-traditional,
"market neutral" investment strategy.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant  accounting  policies  followed by the
Fund  in the  preparation  of its  financial  statements.  The  policies  are in
conformity with generally  accepted  accounting  principles.  The preparation of
financial  statements requires management to make estimates and assumptions that
affect the reported  amounts and  disclosures.  Actual results could differ from
those estimates.

SECURITIES VALUATION

     Equity  securities  held or sold  short by the Fund are  valued at the last
     reported   sales   price   on  the   principal   securities   exchange   or
     over-the-counter  market in which such securities are traded on the day the
     securities  are being valued.  If there is no such reported  sale, the most
     recently  quoted bid price is used for long  securities  and for securities
     sold short.

REPURCHASE AGREEMENTS

     The Fund may purchase  instruments  from  financial  institutions,  such as
     banks and  broker-dealers,  subject to the seller's agreement to repurchase
     them at an agreed upon time and price ("repurchase agreements"). The seller
     under a  repurchase  agreement is required to maintain  collateral  for the
     value of the  securities  subject to the agreement at not less than 102% of
     the repurchase price. Default by the seller would, however, expose the Fund
     to possible  loss because of adverse  market  action or delay in connection
     with the  disposition of the underlying  obligations.  Risks may arise from
     the  potential  inability  of  counterparties  to  honor  the  terms of the
     repurchase  agreements.  Accordingly,  the Fund could receive less than the
     carrying value upon the sale of the underlying collateral securities.

SHORT SALES

     The Fund is authorized to engage in the short selling of securities.  Short
     selling  obligates  the Fund to replace  borrowed  securities by purchasing
     them  some time in the  future  at the then  current  market  value.  These
     transactions  result  in  off-balance-sheet  risk  (i.e.  the risk that the
     ultimate  obligation  may  exceed  the  amount  shown  in the  accompanying
     statement  of assets  and  liabilities).  The Fund will incur a loss if the

                                       19
<PAGE>
                      PUGET SOUND MARKET NEUTRAL PORTFOLIO
                    Notes to Financial Statements (Continued)
                                November 30, 1999
                                   (Unaudited)

     price of the security  increases between the date of the short sale and the
     date on which  the fund  replaces  the  borrowed  security.  The Fund  will
     realize a gain if the price of the security  declines  between those dates.
     Until the Fund  replaces the borrowed  security,  the Fund will  maintain a
     segregated account with cash and/or U.S. Government  securities  sufficient
     to cover its short  position on a daily basis.  At November  30, 1999,  the
     value of securities  sold short amounted to $17,198,588  against which cash
     collateral of $17,724,893 was held in a Bear Stearns Deposit Account.

SECURITIES TRANSACTIONS AND INVESTMENT INCOME

     Securities  transactions are recorded on the trade date. Net realized gains
     and losses are recorded on the basis of identified cost. Interest income is
     recorded  on  the  accrual  basis  and  includes,  where  applicable,   the
     amortization  of premiums or accretion  of  discounts.  Dividend  income is
     recorded on the ex-dividend date.

CLASS ALLOCATION

     The  investment  income and expenses of the Fund (other than class specific
     expenses) and realized and  unrealized  gains and losses on  investments of
     the Fund are  allocated to each class of shares based upon the relative net
     assets of each class.

ORGANIZATION COSTS

     Costs incurred in connection with the organization and initial registration
     of the Fund have been deferred and are being  amortized  over a sixty-month
     period beginning with the Fund's  commencement of operations.  In the event
     that any of the  initial  shares are  redeemed  during  such  period by any
     holder  thereof,  the  Fund  will  be  reimbursed  by such  holder  for any
     unamortized  organization  costs in the proportion as the number of initial
     shares being redeemed bears to the number of initial shares  outstanding at
     the time of redemption.

DISTRIBUTIONS TO SHAREHOLDERS

     Distributions  from the Fund's net investment  income, if any, are declared
     and paid annually. Net realized gains on portfolio securities,  if any, are
     declared and paid at least annually. Distributions are recorded by the Fund
     on the ex-dividend date.

     Distributions  from net  investment  income and from net  realized  capital
     gains are  determined in  accordance  with federal  income tax  regulations
     which may differ  from  generally  accepted  accounting  principles.  These
     "book/tax"  differences  are either  considered  temporary  or permanent in
     nature.  To the extent these  differences  are  permanent  in nature,  such
     amounts are  reclassified  within the  composition  of net assets  based on
     their federal  tax-basis  treatment;  temporary  differences do not require
     reclassification.  Distributions which exceed net investment income and net
     realized  gains for financial  reporting  purposes but not for tax purposes
     are reported as dividends in excess net investment  income or distributions
     in excess of net realized  gains.  To the extent they exceed net investment
     income  and net  realized  gains  for tax  purposes  they are  reported  as
     distributions of capital.

FEDERAL INCOME TAXES

     It is the Fund's policy to comply with requirements of the Internal Revenue
     Code applicable to regulated  investment companies and to distribute timely
     all of its net investment  company taxable income and net realized gains to
     shareholders. Therefore, no federal income tax provision is required.

                                       20
<PAGE>
                      PUGET SOUND MARKET NEUTRAL PORTFOLIO
                    Notes to Financial Statements (Continued)
                                November 30, 1999
                                   (Unaudited)

EXPENSE LIMITATIONS

     PSAM and the Trust have  undertaken to limit the Fund's expenses to certain
     levels  through the use of waivers and  reimbursements  as described  below
     under "Related Party Transactions".

NOTE 3 - RELATED PARTY TRANSACTIONS

The Trust has entered into an investment advisory agreement with PSAM. Under the
terms of the  agreement,  PSAM is entitled  to receive a fee that is  calculated
daily and paid  quarterly  at the annual rate of 2.00% of the average  daily net
assets of the Fund. PSAM, not the Trust,  pays FAMCO a fee at the annual rate of
1.50% of the  average  daily net assets of the Fund for its  services  under the
sub-advisor contract.

Effective  September 28, 1999,  the Advisor  contractually  agreed to reduce its
fees and/or pay expenses for the Fund's classes of shares in order to limit such
expenses (excluding  brokerage costs,  interest,  taxes,  dividends payable with
respect to  securities  sold short and  extraordinary  expenses) to 2.37% of the
average  daily net  assets of the Fund's  Institutional  Shares and 2.87% of the
average daily net assets of the Fund's  Investor  Shares.  This  agreement has a
term ending September 30, 2000 and is renewable year to year thereafter.  During
the six months ended November 30, 1999, PSAM voluntarily agreed to further limit
the total  operating  expenses of the Fund's  classes  (exclusive  of  brokerage
costs, interest,  taxes, dividends payable with respect to securities sold short
and extraordinary expenses) to the annual rate of 2.17% of the average daily net
assets of the Fund's  Institutional  Shares and 2.67% of the  average  daily net
assets of the Fund's Investor Shares.

Prior to September  28, 1999,  each class was  obligated to pay PSAM such class'
deferred  amount in future years,  if any, when such class'  expenses fell below
the stated  percentage  rate, but only to the extent that such payment would not
cause  such  class'  expenses  in any such  future  year to  exceed  the  stated
percentage  rate and provided  that such class would not be obligated to pay the
deferred  amount  for any fiscal  year more than two years  after the end of the
fiscal year in which they were incurred.  During the period June 1, 1999 through
September  27,  1999,  PSAM  reimbursed  the Fund in the amount of  $96,477.  At
September 27, 1999, the  cumulative  unreimbursed  amount of operating  expenses
paid by PSAM on behalf of the Fund since  inception  was  $405,317  which can be
recouped by 2001.

Effective September 28, 1999, each class is obligated to pay the deferred amount
for any fiscal  year up to five years  after the end of the fiscal year in which
they were incurred.  During the period  September 28, 1999 through  November 30,
1999, the  unreimbursed  amount of operating  expenses paid by PSAM on behalf of
the Fund was $33,052 which can be recouped by 2005.

Prior to July 1, 1999, BISYS Fund Services Ohio, Inc., a wholly owned subsidiary
of The BISYS Group,  Inc.  ("BISYS"),  served as the administrator for the Trust
pursuant to an administration  agreement.  Under the  administration  agreement,
BISYS was entitled to a fee calculated  daily and paid monthly at an annual rate
of 0.15% of the average daily net assets of the Trust.  Effective  July 1, 1999,
Investment Company  Administration,  L.L.C. ("ICA") became the administrator for
the Trust and will receive a fee calculated  daily and paid monthly at an annual
rate of 0.10% of average  net assets up to $200  million,  0.05% of average  net
assets  from $200 to $500  million  and 0.03% of average net assets in excess of
$500 million,  subject to an annual  minimum fee of $40,000 per Fund and $15,000
for each  additional  class of  shares.  ICA has  agreed  to  reduce it fees for
eighteen months starting July 1, 1999, to 0.05% of the Fund's average net assets
up to $500  million and 0.03% of average  net assets in excess of $500  million,
subject  to an  annual  minimum  fee of  $30,000  per Fund and  $5,000  for each
additional class of shares.

                                       21
<PAGE>
                      PUGET SOUND MARKET NEUTRAL PORTFOLIO
                    Notes to Financial Statements (Continued)
                                November 30, 1999
                                   (Unaudited)

Prior to July 1, 1999,  BISYS Fund Services,  L.P., a wholly owned subsidiary of
BISYS,  served as the Trust's principal  underwriter and distributor.  The Trust
adopted a  Distribution  Plan  pursuant  to Rule  12b-1  under the 1940 act with
respect to Investor Shares.  Under the Distribution Plan, the Trust will pay the
distributor a fee that is  calculated  daily and paid monthly at the annual rate
of 0.50% of the average daily net assets of the Investor Shares of the Fund. The
distributor agreed to voluntarily reduce the amount of its fee to an annual rate
of 0.25% of  average  daily  net  assets  of the  Investor  Shares  of the Fund.
Effective July 1, 1999, First Fund Distributors,  Inc. ("FFD"),  an affiliate of
ICA,  became the  distributor for the Trust and received the same fees discussed
above.  During the six months ended November 30, 1999, BISYS and FFD permanently
waived distribution fees of $6,691.

The distributors  received sales charges totaling $156 from the sale of Investor
Class Shares  during the six months ended  November 30, 1999.  The  distributors
paid $140 in concessions to authorized dealers and retained $16.

The Trust has entered into a Shareholder Servicing Plan with its distributor for
services  provided to holders of Investor  Shares.  Pursuant to the  Shareholder
Servicing Plan, the Trust will pay its distributor a fee at an annual rate up to
0.25% of the average daily net assets of the Investor Shares of the Fund.

BISYS Fund Services,  Inc., also a wholly owned  subsidiary of BISYS,  served as
fund accountant and transfer and dividend  disbursing  agent of the Fund through
June 30, 1999.  Effective July 1, 1999,  Investor Fiduciary Trust Company serves
as fund  accountant and National  Financial Data Services serves as transfer and
dividend disbursing agent.

Certain  officers  of  the  Trust  are  affiliated  with  PSAM  or ICA  and  its
affiliates.  Such  persons  are not  paid by the  Trust  for  serving  in  those
capacities.

NOTE 4 - SHARES OF BENEFICIAL INTEREST

The following is a summary of transactions in Institutional  Shares and Investor
Shares for the six months ended November 30, 1999:

     CAPITAL TRANSACTIONS
                                        SHARES         AMOUNT
                                        ------         ------
        Institutional Shares:
              Shares issued             120,486     $ 1,170,691
              Shares redeemed          (743,011)     (7,055,328)
                                       --------     -----------
                    Net decrease       (622,525)    $(5,884,637)
                                       ========     ===========

                                        SHARES         AMOUNT
                                        ------         ------
        Investor Shares:
              Shares issued              85,688     $   827,662
              Shares redeemed          (525,245)     (4,879,592)
                                       --------    ------------
                    Net decrease       (439,557)   $ (4,051,930)
                                       ========    ============

                                       22
<PAGE>
                      PUGET SOUND MARKET NEUTRAL PORTFOLIO
                    Notes to Financial Statements (Continued)
                                November 30, 1999
                                   (Unaudited)

NOTE 5 - INVESTMENT TRANSACTIONS

Purchases  and  sales  of  securities   (excluding   short-term  securities  and
transactions  relating to short  sales) for the six months  ended  November  30,
1999, were as follows:

                         PURCHASES          SALES
                         ---------          -----
                        $44,396,761      $52,369,272

The cost of  investments  purchased to cover short sales and the  proceeds  from
investments  sold  short  for the six  months  ended  November  30,  1999,  were
$33,786,465 and $28,090,527, respectively.

                                       23
<PAGE>
                               INVESTMENT ADVISOR
                      Puget Sound Asset Management Co., LLC
                        911 Hildebrand Lane NE, Suite 102
                       Bainbridge Island, Washington 98110

                                   DISTRIBUTOR
                          First Fund Distributor, Inc.
                       4455 E. Camelback Road, Suite 261E
                                Phoenix, AZ 85018

                                 TRANSFER AGENT
                     National Financial Data Services, Inc.
                              330 West Ninth Street
                              Kansas City, MO 64105

                              INDEPENDENT AUDITORS
                              Deloitte & Touche LLP
                                50 Fremont Street
                         San Francisco, California 94105

                                    CUSTODIAN
                             Custodial Trust Company
                               101 Carnegie Center
                           Princeton, New Jersey 08540

                                  LEGAL COUNSEL
                                  Ropes & Gray
                             One International Place
                           Boston, Massachusetts 02110


This report is submitted for the general  information of the shareholders of the
Puget Sound Market Neutral  Portfolio.  It is not authorized for distribution to
prospective investors unless preceded or accompanied by an effective prospectus.


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