VALENZUELA CAPITAL TRUST
N-30D, 2000-06-09
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                            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.



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