VALENZUELA CAPITAL TRUST
SEMI-ANNUAL REPORT
FOR THE PERIOD ENDING MARCH 31, 2000
VAL CAP MID CAP FUND
VAL CAP SMALL CAP FUND
<PAGE>
VALENZUELA CAPITAL TRUST
Statement of Assets and Liabilities
March 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
VAL CAP VAL CAP
MID CAP SMALL CAP
FUND FUND
ASSETS ---------- ----------
<S> <C> <C>
Investments in securities at market value (identified
cost $123,275 and $57,622, respectively)(Note 1) $ 136,912 $ 68,116
Dividends and interest receivable 76 36
Other assets 142 127
---------- ----------
Total Assets 137,130 68,279
---------- ----------
LIABILITIES
Investment securities purchased 7,522 1,306
---------- ----------
Total Liabilities 7,522 1,306
---------- ----------
$ 129,608 $ 66,973
========== ==========
NET ASSETS
Net Assets Consist of:
Paid-in capital $ 100,000 $ 50,000
Undistributed net investment income 801 514
Accumulated net realized gain on investments 15,170 5,965
Net unrealized appreciation of securities 13,637 10,494
---------- ----------
$ 129,608 $ 66,973
========== ==========
Shares of beneficial interest outstanding (unlimited
number of shares authorized, no par value) 9,521 5,000
========== ==========
Net asset value and offering price per share $ 13.61 $ 13.39
========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
VALENZUELA CAPITAL TRUST
Statement of Operations
Period Ended March 31, 2000*
(Unaudited)
<TABLE>
<CAPTION>
VAL CAP MID CAP
MID CAP SMALL CAP
FUND FUND
---------- ----------
INVESTMENT INCOME:
<S> <C> <C>
Dividends $ 224 $ 181
Interest 577 333
---------- ----------
Total Investment Income 801 514
EXPENSES:
Registration and filing fees 14,273 14,273
Administration fees (Note 3) 13,375 13,375
Fund accounting fees (Note 3) 5,000 5,000
Custodian fees 3,742 3,806
Insurance expense 2,412 2,412
Shareholder services and transfer agent fees (Note 3) 1,548 1,548
Miscellaneous 982 982
Advisory fees (Note 3) 298 212
---------- ----------
Total Expenses 41,630 41,608
Less fees waived and expenses reimbursed by the Manager (Note 3) (41,630) (41,608)
---------- ----------
Net Expenses -- --
---------- ----------
NET INVESTMENT INCOME 801 514
---------- ----------
REALIZED AND UNREALIZED GAINS ON INVESTMENTS:
Net realized gain from security transactions 15,170 5,965
Net change in unrealized appreciation of investments 13,637 10,494
---------- ----------
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS 28,807 16,459
---------- ----------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 29,608 $ 16,973
========== ==========
</TABLE>
* From commencement of operations (October 1, 1999).
See accompanying notes to financial statements.
<PAGE>
VALENZUELA CAPITAL TRUST
Statements of Changes in Net Assets
Period Ended March 31, 2000*
(Unaudited)
<TABLE>
<CAPTION>
VAL CAP MID CAP
MID CAP SMALL CAP
FUND FUND
---------- ----------
OPERATIONS:
<S> <C> <C>
Net investment income $ 801 $ 514
Net realized gains on investments 15,170 5,965
Net change in unrealized appreciation of investments 13,637 10,494
---------- ----------
Net increase in net assets resulting from operations 29,608 16,973
FUND SHARE TRANSACTIONS:
Proceeds from shares sold 50,000 --
Payments for shares redeemed -- --
---------- ----------
Net increase in net assets from capital share transactions 50,000 --
TOTAL INCREASE IN NET ASSETS 79,608 16,973
---------- ----------
NET ASSETS:
Beginning of period 50,000 50,000
---------- ----------
End of period $ 129,608 $ 66,973
========== ==========
SUMMARY OF FUND SHARE ACTIVITY:
Shares sold 4,521 --
Shares redeemed -- --
---------- ----------
Net increase in shares outstanding 4,521 --
Shares outstanding, beginning of period 5,000 5,000
---------- ----------
Shares outstanding, end of period 9,521 5,000
========== ==========
</TABLE>
* From commencement of operations (October 1, 1999).
See accompanying notes to financial statements.
<PAGE>
VALENZUELA CAPITAL TRUST
Financial Highlights for the Period Ended March 31, 2000*
Selected Per Share Data and Ratios for a Share
Outstanding Throughout Each Period
<TABLE>
<CAPTION>
VAL CAP MID CAP
MID CAP SMALL CAP
FUND FUND
---------- ----------
PER SHARE DATA
<S> <C> <C>
Net asset value at beginning of period $ 10.00 $ 10.00
Income from investment operations:
Net investment income 0.08 0.10
Net realized and unrealized gain 3.53 3.29
---------- ----------
Total from investment operations 3.61 3.39
---------- ----------
Less distributions:
Distributions from net realized gains -- --
Distributions in excess of net realized gains -- --
---------- ----------
Total distributions -- --
---------- ----------
Net asset value at end of period $ 13.61 $ 13.39
========== ==========
TOTAL RETURN 36.10% 33.90%
========== ==========
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period $ 129,608 $ 66,973
========== ==========
Ratio of expenses to average net assets:
Before expense reimbursement and waived fees 104.78%(1) 147.47%(1)
After expense reimbursement and waived fees 0.00%(1) 0.00%(1)
Ratio of net investment income to average net assets 2.02%(1) 1.83%(1)
Portfolio turnover rate 155% 147%
</TABLE>
* From commencement of operations (October 1, 1999).
(1) Annualized
See accompanying notes to financial statements.
<PAGE>
VALENZUELA CAPITAL TRUST
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Valenzuela Capital Trust (the "Trust") was organized as a Delaware
business trust on June 22, 1999. The Trust is an open-end management
investment company registered under the Investment Company Act of 1940 (the
"1940 Act"). The Trust consists of two series, the Val Cap Mid Cap Fund
("Mid Cap") and the Val Cap Small Cap Fund ("Small Cap") (collectively, the
"Funds" and each individually, a "Fund"). The Trust is authorized to issue
an unlimited number of shares.
As part of the Trust's organization, each Fund issued in a private
placement 5,000 shares of beneficial interest to the Adviser at $10.00 a
share on October 1, 1999.
The Mid Cap Fund's objective is capital appreciation primarily through
investments in common stocks of mid-capitalization companies. The Fund will
seek to achieve this objective by investing in the common stock of mid-cap
U.S. companies with market capitalization from $1.5 billion to $10 billion.
The Small Cap Fund's objective is capital appreciation primarily through
investments in common stocks of small-capitalization companies. The Fund
will seek to achieve this objective by investing in the common stock of
small-cap U.S. companies with market capitalization less than $1.5 billion.
SECURITIES VALUATION - Each Fund's NAV is determined and its shares are
priced at the close of regular trading on the New York Stock Exchange,
normally at 4:00 p.m., Eastern time, on days the Exchange is open. The
Funds' securities are generally valued at current market prices. If market
quotations are not available, prices are based on a fair value estimate,
determined in accordance with methods approved by the Funds' Trustees.
SHARE VALUATION - The net asset value per share of each Fund is calculated
by dividing the total value of the respective Fund's assets, less
liabilities by the number of shares outstanding.
INVESTMENT INCOME - Interest income is accrued as earned. Dividend income
is recorded on the ex-dividend date.
DISTRIBUTIONS TO SHAREHOLDERS - Dividends arising from net investment
income, if any, are declared and paid annually to shareholders of the
Funds. Net realized short-term capital gains, if any, may be distributed
throughout the year and net realized long-term capital gains, if any, are
distributed at least once a year. Income distributions and capital gain
distributions are determined in accordance with income tax regulations.
<PAGE>
VALENZUELA CAPITAL TRUST
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ORGANIZATION EXPENSES - All costs incurred by the Trust in connection with
the organization of the Funds and the initial public offering of shares of
the Funds, principally professional fees and printing, has been reimbursed
by Valenzuela Capital Partners LLC (the "Adviser") and is subject to
recovery by the Adviser pursuant to the Expense Limitation Agreement (See
Note 3).
SECURITY TRANSACTIONS - Security transactions are accounted for on the
trade date. Securities sold are valued on a specific identification basis.
ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts or revenue and expenses during the reporting period. Management
believes the estimates utilized in preparing these financial statements are
reasonable and prudent. Actual results could differ from these estimates.
FEDERAL INCOME TAX - It is the Trust's policy to comply with the special
provisions of the Internal Revenue Code applicable to regulated investment
companies. As provided therein, in any fiscal year in which the Funds so
qualify and distribute at least 90% of their taxable net income, the Funds
(but not the shareholders) will be relieved of federal income tax on the
income distributed. Accordingly, no provisions for income taxes have been
made. In order to avoid imposition of the excise tax applicable to
regulated investment companies, it is also the Funds' intentions to declare
as dividends in each calendar year at least 98% of their net investment
income (earned during the calendar year) and 98% of their net realized
capital gains (earned during the twelve months ended October 31) plus
undistributed amounts from prior years.
2. INVESTMENTS
During the six months ended March 31, 2000, purchases and proceeds from
sales and maturities of investment securities, other than short-term
investments, amounted to $182,412 and $93,816, respectively, in the Mid Cap
Fund and $114,149 and $64,744, respectively, in the Small Cap Fund.
<PAGE>
VALENZUELA CAPITAL TRUST
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
2. INVESTMENTS (CONTINUED)
For federal income tax purposes, the cost of portfolio investments amounted
to $123,275 in the Mid Cap Fund and $58,198 in the Small Cap Fund at March
31, 2000. The composition of unrealized appreciation (the excess of value
over tax cost) and unrealized depreciation (the excess of tax cost over
value) was as follows:
Mid Cap Small Cap
Fund Fund
---------- ----------
Gross unrealized appreciation $ 18,132 $ 12,372
Gross unrealized depreciation (4,495) (2,454)
---------- ----------
Net unrealized appreciation $ 13,637 $ 9,918
========== ==========
3. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES
Certain Trustees and officers of the Trust are affiliated with the
Investment Adviser or the Administrator. Such persons are not paid directly
by the Trust for serving in those capacities.
INVESTMENT ADVISORY AGREEMENT
Valenzuela Capital Partners LLC, (the "Adviser") serves as the adviser of
the Funds. Under the terms of an investment advisory agreement between the
Trust and the Adviser, the Adviser is entitled to receive fees based on a
percentage of the average net assets of each Fund. The Mid Cap Fund pays
the Adviser an annual rate of 0.75% of the Fund's average daily net assets.
The Small Cap Fund pays the Adviser an annual rate of 0.75% of the Fund's
average daily net assets.
Pursuant to the Expense Limitation Agreement, the Adviser has contractually
agreed to waive a portion of its advisory fees and if necessary reimburse
each Fund's organizational and operational expenses so that each of the
Fund's net expenses do not exceed 1.20% (the "Cap") until October 1, 2002.
For the period ended March 31, 2000, the Adviser agreed to waive its entire
advisory fee and pay all of the operating expenses of the Funds. If at any
point during the period prior to October 1, 2002, the operational expenses
of the Funds fall below the Caps, the Adviser may recoup fees previously
waived or reimbursed so long as the amount of the recouped fees does not 1)
cause the Funds' aggregate expenses on an annualized basis to exceed the
Caps, and 2) exceed the fees previously waived or reimbursed by the Adviser
prior to October 1, 2002 and organizational costs incurred by the Adviser
prior to October 1, 2000, and provided that no such payments shall be made
to the Adviser after October 1, 2004.
<PAGE>
VALENZUELA CAPITAL TRUST
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
3. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES (CONTINUED)
ADMINISTRATION AGREEMENT
Under the terms of an Administration Agreement in effect since January 14,
2000, Ultimus Fund Solutions, LLC (the "Administrator") supplies executive,
administrative and regulatory services to the Fund, supervises the
preparation of tax returns, and coordinates the preparation of reports to
shareholders and reports to and filings with the Securities and Exchange
Commission and state securities authorities.
For these services, the Administrator receives a monthly fee from the Fund
at an annual rate of .15% on its average daily net assets up to $50
million; .125% on the next $50 million of such assets; .100% on the next
$150 million of such assets; .075% on the next $250 million of such assets;
and .05% of such net assets in excess of $500 million, subject to a minimum
monthly fee of $3,000 for both Funds. During the period prior to which the
Funds are publicly offered for sale, the Administrator has agreed to be
compensated at a rate of $750 per month per Fund. Accordingly, during the
period ended March 31, 2000, the Administrator was paid $1,875 with respect
to each Fund.
FUND ACCOUNTING AGREEMENT
Under the terms of a Fund Accounting Agreement between the Trust and the
Administrator in effect since January 14, 2000, the Administrator
calculates the daily net asset value per share and maintains the financial
books and records of each Fund. For these services, the Administrator
receives from each Fund a monthly fee of $2,500, plus an asset based fee
equal to 0.01% of average daily net assets up to $500 million and 0.005% of
such assets in excess of $500 million. During the period prior to which the
Funds are publicly offered for sale, the Administrator has agreed to be
compensated at a rate of $2,000 per month per Fund, with no additional
asset-based fee. Accordingly, during the period ended March 31, 2000, the
Administrator was paid $5,000 with respect to each Fund. In addition, each
Fund pays certain out-of-pocket expenses incurred by the Administrator in
obtaining valuations of such Fund's portfolio securities.
PRIOR SERVICE AGREEMENT
Prior to January 14, 2000, administrative services, fund accounting
services and transfer agent services were provided to the Funds by BISYS
Fund Services Ohio, Inc. ("BISYS"). Pursuant to the terms of a Service
Agreement with the Funds, BISYS received a fee from each Fund, calculated
daily and paid monthly, at the annual rate of 0.18% of the combined average
daily net assets of the Funds up to $1 billion and 0.10% over $1 billion,
subject to a minimum fee of $160,000 per year for one fund and $125,000 per
year for each additional fund.
<PAGE>
VALENZUELA CAPITAL TRUST
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
4. SHAREHOLDER SERVICING PLAN
The Funds have adopted a Shareholder Servicing Plan (the Plan) pursuant to
Rule 12b-1 under the 1940 Act. The Plan provides that each Fund may incur
certain costs related to the servicing of shareholder accounts, generally
not to exceed 0.25% of the average daily net assets of the respective Fund.
During the period ended March 31, 2000, the Funds incurred no such expenses
under the Plan.
<PAGE>
VALENZUELA CAPITAL TRUST - VAL CAP MID CAP FUND
Portfolio of Investments
March 31, 2000
(Unaudited)
MARKET
SHARES VALUE
---------- ------------
COMMON STOCKS - 91.6%
AIR FREIGHT - 3.1%
170 Airborne Freight $ 4,080
------------
BIOTECHNOLOGY - 0.6%
28 Lynx Therapeutics, Inc. (a) 833
------------
CHEMICALS (DIVERSIFIED) - 2.0%
57 Rohm & Hass Co. 2,544
------------
COMPUTERS (SOFTWARE AND SERVICES) - 6.7%
83 BMC Software, Inc. (a) 4,098
100 Caminus Corp. (a) 2,000
170 Objective Systems Integrator (a) 2,582
------------
8,680
------------
ELECTRONICS (COMPONENT DISTRIBUTORS) - 7.3%
154 Arrow Electronics, Inc. (a) 5,429
71 Vishay Intertechnology, Inc. (a) 3,949
------------
9,378
------------
ELECTRONICS (SEMICONDUCTORS) - 2.0%
52 Cypress Semiconductor Corp. (a) 2,564
------------
FINANCIAL (DIVERSIFIED) - 1.8%
28 Morgan Stanley Dean Witter 2,284
------------
HEALTH CARE (HOSPITAL MANAGEMENT) - 6.2%
262 Lifepoint Hospitals, Inc.(a) 4,356
76 Universal Health Services, Inc., Class B (a) 3,724
------------
8,080
------------
HEALTH CARE (SPECIALIZED SERVICES) - 2.8%
246 Apria Healthcare Group, Inc. (a) 3,552
------------
INSURANCE (BROKERS) - 2.1%
52 Hartford Financial Services Group 2,743
------------
INSURANCE (LIFE AND HEALTH) - 2.1%
82 Everest Reinsurance Group Limited 2,675
------------
INVESTMENT MANAGEMENT - 3.5%
106 Waddell & Reed Financial, Inc., Class A 4,485
------------
IRON AND STEEL - 2.0%
72 Precision Castparts Corp. 2,628
------------
See accompanying notes to financial statements.
<PAGE>
VALENZUELA CAPITAL TRUST - VAL CAP MID CAP FUND
Portfolio of Investments (continued)
March 31, 2000
MARKET
SHARES VALUE
---------- ------------
NATURAL GAS - 6.3%
75 Dynegy, Inc. 4,706
80 Williams Companies, Inc. 3,515
------------
8,221
------------
OFFICE EQUIPMENT AND SUPPLIES - 2.8%
60 Avery Dennison Corp. 3,664
------------
OIL AND GAS (DRILLING AND EQUIPMENT) - 3.3%
218 R&B Falcon Corp. (a) 4,292
------------
OIL AND GAS (EXPLORATION AND PRODUCTION) - 8.3%
85 Noble Affiliates, Inc. 2,789
300 Ocean Energy, Inc. (a) 4,312
155 Sante Fe Snyder Corp. (a) 1,492
60 Triton Energy Limited (a) 2,104
------------
10,697
------------
OIL (REFINING AND MARKETING) - 6.7%
72 Amerada Hess Corp. 4,653
130 Tosco Corporation 3,957
------------
8,610
------------
PAPER AND FOREST PRODUCTS - 5.3%
172 Pope & Talbot, Inc. 3,160
93 Williamette Industries, Inc. 3,732
------------
6,892
------------
PUBLISHING - 2.9%
89 Houghton Mifflin Company 3,777
------------
REGIONAL BANKS - 4.0%
32 PNC Financial Services Group 1,442
20 U.S. Trust Corporation 3,780
------------
5,222
------------
RETAIL (DISCOUNTERS) - 2.7%
310 Consolidated Stores Corp. (a) 3,526
------------
SERVICES (ADVERTISING/MARKETING) - 3.2%
125 Valassis Communications, Inc. (a) 4,164
------------
See accompanying notes to financial statements.
<PAGE>
VALENZUELA CAPITAL TRUST - VAL CAP MID CAP FUND
Portfolio of Investments (continued)
March 31, 2000
MARKET
SHARES VALUE
---------- ------------
SERVICES (COMMERICAL AND CONSUMER) - 3.9%
505 Fritz Companies (a) 5,113
------------
TOTAL COMMON STOCKS (COST $105,066) $ 118,704
------------
FACE AMOUNT
-----------
SHORT TERM MONEY MARKET SECURITIES - 14.0%
$ 18,208 The Bank of New York Cash Reserve
(Cost $18,208) $ 18,208
------------
TOTAL INVESTMENTS IN COMMON STOCKS AND
SHORT TERM MONEY MARKET SECURITIES - 105.6% 136,912
OTHER ASSETS IN EXCESS OF LIABILITIES - (5.6)% (7,304)
------------
NET ASSETS - 100.0% $ 129,608
============
(a) Non-income producing security
See accompanying notes to financial statements.
<PAGE>
VALENZUELA CAPITAL TRUST - VAL CAP SMALL CAP FUND
Portfolio of Investments
March 31, 2000
(Unaudited)
MARKET
SHARES VALUE
---------- ------------
COMMON STOCKS - 99.4%
ALUMINUM - 1.5%
75 Century Aluminum Company $ 1,031
------------
CHEMICALS (SPECIALTY) - 3.8%
100 Church & Dwight Co., Inc. 1,719
39 The Geon Company 839
------------
2,558
COMMUNICATION EQUIPMENT - 1.7%
36 Westell Technologies, Inc., Class A (a) 1,148
------------
COMPUTERS (SOFTWARE AND SERVICES) - 8.4%
57 Banyan Systems, Inc. (a) 1,001
63 Caminus Corp. (a) 1,260
93 Objective Systems Integrator (a) 1,412
99 Symix Systems, Inc. (a) 1,980
------------
5,653
------------
ELECTRICAL EQUIPMENT - 2.6%
136 Eltek Limited (a) 578
18 Kemet Corp. (a) 1,139
------------
1,717
------------
ELECTRONICS (COMPONENT DISTRIBUTORS) - 4.9%
62 Kent Electronics Corp. (a) 1,810
26 Vishay Intertechnology, Inc. (a) 1,446
------------
3,256
------------
EQUIPMENT (SEMICONDUCTORS) - 4.7%
100 General Semiconductor, Inc. (a) 1,725
40 Photronics, Inc. (a) 1,412
------------
3,137
------------
HEALTH CARE (HOSPITAL MANAGEMENT) - 7.9%
111 Lifepoint Hospitals, Inc. (a) 1,845
117 Triad Hospitals, Inc. (a) 1,960
30 Universal Health Services, Inc., Class B (a) 1,470
------------
5,275
------------
HEALTH CARE (MEDICAL PRODUCTS AND SUPPLIES) - 1.8%
111 Owen & Minor, Inc. 1,179
------------
HEALTH CARE (SPECIALIZED SERVICES) - 2.3%
108 Apria Healthcare Group, Inc. (a) 1,559
------------
See accompanying notes to financial statements.
<PAGE>
VALENZUELA CAPITAL TRUST - VAL CAP SMALL CAP FUND
Portfolio of Investments (continued)
March 31, 2000
MARKET
SHARES VALUE
---------- ------------
HOUSEWARES - 1.2%
51 Tupperware Corp. 806
------------
INSURANCE (BROKERS) - 1.2%
29 Hilb, Rogal & Hamilton Company 792
------------
INSURANCE (LIFE AND HEALTH) - 2.1%
44 Everest Reinsurance Group Ltd. 1,436
------------
INVESTMENT BANKING AND BROKERAGE - 5.1%
33 National Discount Brokers (a) 1,629
103 Wit Capital Group, Inc. (a) 1,764
------------
3,393
------------
INVESTMENT MANAGEMENT - 3.1%
49 Waddell & Reed Financial, Inc., Class A 2,073
------------
IRON AND STEEL - 2.2%
40 Precision Castparts Corp. 1,460
------------
MACHINERY (DIVERSIFIED) - 2.1%
28 Advanced Energy Industries, Inc. (a) 1,428
------------
OIL AND GAS (DRILLING AND EQUIPMENT) - 5.7%
140 Global Industries, Ltd. (a) 2,048
60 Rowan Companies, Inc. (a) 1,766
------------
3,814
------------
OIL AND GAS (EXPLORATION AND PRODUCTION) - 10.3%
66 Cabot Oil and Gas Corporation, Class A 1,192
47 Noble Affiliates, Inc. 1,542
142 Ocean Energy, Inc. (a) 2,041
221 Sante Fe Snyder Corp. (a) 2,127
------------
6,902
------------
PHOTOGRAPHY/IMAGING - 3.3%
66 Pinnacle Systems, Inc. (a) 2,195
------------
PUBLISHING - 5.9%
48 Houghton Mifflin Company 2,037
35 Scholastic Corp. (a) 1,888
------------
3,925
------------
See accompanying notes to financial statements.
<PAGE>
VALENZUELA CAPITAL TRUST - VAL CAP SMALL CAP FUND
Portfolio of Investments (continued)
March 31, 2000
MARKET
SHARES VALUE
---------- ------------
REGIONAL BANKS - 6.3%
40 Investors Financial Services Corp. 2,355
10 U.S. Trust Corp. 1,890
------------
4,245
------------
RETAIL (DISCOUNTERS) - 3.0%
179 Consolidated Stores Corp. (a) 2,036
------------
SERVICES (ADVERTISING/MARKETING) - 2.2%
45 Valassis Communications, Inc. (a) 1,499
------------
SERVICES (COMMERCIAL AND CONSUMER) - 4.0%
160 Fritz Companies, Inc. (a) 1,620
22 Level 8 Systems, Inc. (a) 1,029
------------
2,649
------------
TRUCKERS - 2.1%
59 Forward Air Corp. (a) 1,398
------------
TOTAL COMMON STOCKS (COST $56,070) $ 66,564
------------
FACE AMOUNT
-----------
SHORT TERM MONEY MARKET SECURITIES - 2.3%
$ 1,552 The Bank of New York Cash Reserve
(Cost $1,552) $ 1,552
------------
TOTAL INVESTMENTS IN COMMON STOCKS AND SHORT
TERM MONEY MARKET SECURITIES AT VALUE - 101.7% 68,116
OTHER ASSETS IN EXCESS OF LIABILITIES - (1.7)% (1,143)
------------
NET ASSETS - 100.0% $ 66,973
============
(a) Non-income producing security
See accompanying notes to financial statements.