VALOR INVESTMENT FUND INC
N-30B-2, 1999-09-29
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<PAGE>   1
[DELOITTE & TOUCHE LETTERHEAD]

                                      VALOR INVESTMENT
                                      FUND, INC.
                                      Financial Statements for the
                                      Year Ended July 31, 1999, and
                                      Independent Auditors' Report















- -----------------------
DELOITTE TOUCHE
TOHMATSU
- -----------------------
<PAGE>   2
                           VALOR INVESTMENT FUND, INC.
             2290 FIRST NATIONAL BUILDING, DETROIT, MICHIGAN 48226

                 ANNUAL REPORT FOR THE YEAR ENDED JULY 31, 1999





To our Shareholders:

The financial statements of Valor Investment Fund, Inc. (the "Company") for the
fiscal year ended July 31, 1999, are included in this Annual Report. Net assets
at July 31, 1999 were $13,871,598, equal to $15.70 per share of common stock on
the 883,525 shares outstanding. Net asset value at July 31, 1998 was $15.97 per
share, based upon the same number of outstanding shares. The decrease in net
asset value at July 31, 1999 from the net asset value at July 31, 1998 is
primarily due to an decrease in unrealized appreciation of investments in
securities.

Your Company's net investment income for the year August 1, 1998 to July
31, 1999 was $726,009. Your Company has paid dividends of $.84 per share of
common stock from net investment income during fiscal 1999. The $.84 is further
broken down into $.44 and $.40 per share of common stock which were paid on
November 2, 1998 and May 3, 1999, respectively. The Board of Directors intends
to distribute substantially all of the Company's net investment income earned
during fiscal 1999.

Your Company's policy continues to be one of investment in tax-free municipal
bonds and project notes.

We wish to express our appreciation of your continued participation in the
Company.

Respectfully submitted,

/s/ William B. Klinsky, President
William B. Klinsky,
President

<PAGE>   3
[DELOITTE & TOUCHE LOGO]

                                                  [DELOITTE & TOUCHE LETTERHEAD]


INDEPENDENT AUDITORS' REPORT


To the Shareholders and
Board of Directors
Valor Investment Fund, Inc.

We have audited the accompanying statement of assets and liabilities of Valor
Investment Fund, Inc. (the "Company") including the schedule of investments in
securities as of July 31, 1999, and the related statements of operations and
shareholders' investment for the year then ended, and the statement of changes
in net assets for each of the two years in the period then ended.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company, as of July 31,
1999, and the results of its operations for the year then ended and the changes
in its net assets for each of the two years in the period then ended, in
conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

September 17, 1999



<PAGE>   4
VALOR INVESTMENT FUND, INC.


STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1999
- --------------------------------------------------------------------------------


<TABLE>
<S>                                                                             <C>
ASSETS:
  Investments in securities - at market value (cost of $13,166,448)             $ 13,675,171
  Interest receivable                                                                200,208
  Prepaid expenses                                                                     5,719
                                                                                ------------

           Total assets                                                           13,881,098
                                                                                ------------

LIABILITIES - Accrued expenses                                                         9,500
                                                                                ------------

           Total liabilities                                                           9,500
                                                                                ------------

NET ASSETS (equivalent to $15.70 per share based on 883,525 shares of
  common stock outstanding at July 31, 1999)                                    $ 13,871,598
                                                                                ============
</TABLE>


See notes to financial statements.



                                      -2-
<PAGE>   5

VALOR INVESTMENT FUND, INC.

SCHEDULE OF INVESTMENTS IN SECURITIES
JULY 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          PRINCIPAL         AMORTIZED
                                                                           AMOUNT             COST             MARKET

<S>                                                                       <C>               <C>              <C>
MONEY MARKET FUNDS -
  Dreyfus Tax Exempt Money Market Fund                                    $  83,150          $ 83,150         $ 83,150
                                                                          ---------          --------         --------

SHORT-TERM MUNICIPAL BONDS -
  Lenawee Co. MI General Obligation, 6.100%, May 1, 2000                    125,000           125,000          126,983
                                                                          ---------          --------         --------


LONG-TERM MUNICIPAL BONDS:
  Alaska State Hsg Fin Corp, 6.375%, December 1, 2012                       275,000           272,954          297,596
  Ann Arbor General Obl., 6.000%, September 1, 2009                         100,000            98,427          104,793
  Avondale School District, 5.800%, May 1, 2015                             140,000           140,000          150,368
  Bay County General Obl, 6.500%, May 1, 2004                               500,000           500,000          513,315
  Berkley City Sch Dist MI FGIC, 5.625%, Jan 1, 2015                        270,000           262,995          287,245
  Brandon School District, 5.600%, May 1, 2010                              100,000            98,932          106,776
  Brevard County Solid Waste Disposal, 5.700%, April 1, 2009                100,000           100,000          102,588
  Caledonia Comm. Schools MI, 6.625%, May 1, 2014                           150,000           150,000          160,889
  Carrollton Public School District, 6.400%, May 1, 2004                     65,000            64,851           67,385
  Carrollton Public School District, 6.400%, May 1, 2005                     75,000            74,795           77,752
  Carrollton Public School District, 6.400%, May 1, 2006                     75,000            74,764           77,752
  Carrollton Public School District, 6.400%, May 1, 2007                     75,000            74,734           77,762
  Cedar Springs Public School District, 5.875%, May 1, 2014                 250,000           249,458          268,799
  Central Michigan University Rev., 7.000%, October 1, 2010                 210,000           215,589          221,804
  Central Michigan University Rev., 5.500%, October 1, 2010                 200,000           200,000          204,400
  Central Michigan University Rev., 6.000%, October 1, 2013                 100,000           100,837          105,718
  Cheboygan General Obligation, 5.400%, November 1, 2015                    100,000            99,002          102,101
  Chicago Emer. Telephone Sys., 5.800%, January 1, 2013                     100,000           100,000          106,646
  Chicago, Illinois General Obl., 6.250%, January 1, 2012                   200,000           206,162          212,328
  Chicago O'Hare Arpt. Intl Rev., 6.75%, January 1, 2018                    230,000           250,329          244,873
  Clawson City School Dist., 4.900%, May 1, 2013                            200,000           199,050          192,392
  Clintondale Comm. Schools, 6.500%, May 1, 2010                            100,000            99,668          108,530
  Cook County General Obl., 5.400%, November 15,  2008                      200,000           200,000          212,262
  Coopersville Area Mich Pub Schools, 5.00%, May 1, 2024                    100,000            98,215           93,146
  Desoto Independent School Dist, 4.90%, August 15, 2014                     75,000            75,000           70,507
  Essexville Hampton Public Schools, 5.500%, May 1, 2017                    150,000           146,510          158,208
  Eugene Trojan Nuclear Proj Rev OR, 5.900%, Sept 1, 2009                   145,000           145,534          148,190
  Ferndale School District, 5.375%, May 1, 2116                             100,000            98,230          100,356
  Flat Rock Comm. School District, 5.25%, May 1, 2010                       125,000           123,649          126,834
  Florida State Board of Education, 6.000%, May 1, 2005                     500,000           500,000          505,419
  Florida State Board of Education, 5.200%, June 1, 2016                     25,000            23,194           24,744
  Grand Haven Area Pub. Schools, 6.050%, May 1, 2014                        165,000           163,630          177,765
  Grand Ledge Public Schools, 6.400%, May 1, 2008                            50,000            53,332           55,169
  Greenville Public Schools, 5.00%, May 1, 2014                             300,000           299,097          291,741
                                                                          ---------         ---------        ---------
           Total forward                                                  5,550,000         5,558,938        5,756,153
</TABLE>

                                                                     (Continued)


                                      -3-
<PAGE>   6


VALOR INVESTMENT FUND, INC.

SCHEDULE OF INVESTMENTS IN SECURITIES
JULY 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          PRINCIPAL         AMORTIZED
                                                                           AMOUNT             COST             MARKET

<S>                                                                       <C>              <C>              <C>
           Total forward                                                  $ 5,550,000      $ 5,558,938       $ 5,756,153

  Grosse Isle General Obligation, 5.200%, March 1, 2008                        25,000           24,706            25,485
  Hudsonville Public Schools, 6.000%, May 1, 2009                             100,000          100,000           108,458
  Huron Valley School District MI FGIC, 5.875%, May 1, 2016                   100,000           99,066           107,889
  Illinois State Sales Tax Revenue, 5.400%, June 15, 2013                     150,000          146,575           151,832
  Kalamazoo Water Revenue MI FSA, 5.625%,  Sept 1, 2011                       100,000           98,642           103,371
  Kentwood Public Schools, 6.400%, May 1, 2015                                500,000          500,000           537,599
  King County General Obligation, 6.200%, June 1, 2002                        500,000          500,000           501,064
  L'Anse Creuse Public Schools, 5.500%, May 1, 2014                           180,000          179,532           182,194
  Lenawee County, MI Gen. Obl., 6.150%, May 1, 2001                           125,000          125,000           126,999
  Lincoln Consolidated School District, 5.800%, May 1, 2114                   115,000          115,000           123,363
  Macomb Water Sup. & Sew. Disp., 6.000%, January 1, 2012                     200,000          200,000           207,490
  Marysville Public School District, 5.750%, May 1, 2014                      150,000          148,053           160,140
  Michigan Higher Ed Stu Ln Rv, 6.000%, Sept 1, 2008                          170,000          170,769           174,019
  Michigan Municipal Bond Auth. Rev., 5.400%, Oct 1, 2014                     100,000           96,806           101,036
  Michigan Public Power Agency Revenue, 5.500%,
    January 1, 2113                                                           100,000           99,581           101,161
  Michigan State Bldg. Auth. Rev., 6.250%, October 1, 2020                    250,000          246,218           262,670
  Michigan State Bldg. Auth. Rev., 5.30%, October 1, 2016                     100,000           98,943            98,618
  Michigan State Hospital Finance Authority, 5.375%,
   October 15, 2013                                                            95,000           95,920            93,647
  Michigan State Hospital Finance Authority, 5.25%,
   November 1, 2015                                                           180,000          186,239           174,251
  Michigan State Housing Development Authority Revenue,
    5.600%, December 1, 2009                                                  155,000          155,000           158,708
  Michigan State Trunk Line Rev., 6.000%, August 15, 2019                     250,000          242,588           250,258
  Millington Community School Dist., 5.700%, May 1, 2005                      100,000           95,428           102,259
  Monroe County General Obl., 5.250%, November 1, 2002                         65,000           63,262            65,798
  Mount Pleasant Water Revenue, 6.000%, February 1, 2015                      340,000          334,172           368,318
  Novi Community School District, 6.1250%, May 1, 2013                        250,000          250,381           270,353
  Oakland County General Obl., 6.200%, May 1, 2003                            500,000          494,048           508,185
  Oakland County General Obl., 6.000%, November 1, 2011                       115,000          114,213           121,258
  Oakland County General Obl., 6.000%, November 1, 2013                       145,000          142,782           152,846
  Orange County Sales Tax Rev., 5.250%, January 1, 2016                       150,000          148,300           149,015
  Orlando Util Comm. Water & Elec., 6.300%, April 1, 2003                     250,000          250,899           267,488
  Petoskey Public School Dist, 4.750%, May 1, 2016                            125,000          124,747           115,199
  Rochester Comm. Sch. Dist., 5.625%, May 1, 2009                              35,000           34,717            36,974
  St. Lucie County School Board, 5.375%, July 1, 2013                         150,000          150,000           151,697
  San Antonio General Obligation, 5.750%, August 1, 2013                      110,000          110,225           113,434
  Santa Monica, Cal Univ Sch Dist, 5.400%, August 1, 2009                      50,000           50,000            53,266
  Tarrant Co. Water Control, TX, 5.750%, March 1, 2001                        150,000          150,000           154,029
  University of Michigan, Revenue, 5.800%, April 1, 2010                      230,000          230,000           241,026
                                                                           ----------       ----------        ----------

           Total forward                                                   11,960,000       11,930,750        12,377,550
</TABLE>

                                                                     (Continued)


                                      -4-
<PAGE>   7
VALOR INVESTMENT FUND, INC.

SCHEDULE OF INVESTMENTS IN SECURITIES
JULY 31, 1999
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                          PRINCIPAL         AMORTIZED
                                                                           AMOUNT             COST             MARKET

<S>                                                                       <C>              <C>              <C>
           Total forward                                                  $ 11,960,000     $ 11,930,750     $ 12,377,550

  Utica Community Schools, MI, 4.250%, May 1, 2002                             100,000          100,751          100,175
  Utica Community Schools, MI, 7.100%, May 1, 2006                              75,000           75,000           78,489
  Warren Consolidated Sch Dist MI MBIA, 5.50%, May 1, 2014                     200,000          194,683          203,430
  Washoe County General Obl., 6.200%, April 1, 2010                            185,000          182,114          197,795
  Yale Public Schools District, MI, 5.000%, May 1, 2005                        125,000          125,000          127,366
  Zeeland Public Schools, MI, 6.000%, May 1, 2010                              100,000          100,000          108,638
  Zeeland Public Schools, MI, 6.000%, May 1, 2014                              250,000          250,000          271,595
                                                                          ------------     ------------     ------------
           Total long-term municipal bonds                                  12,995,000       12,958,298       13,465,038
                                                                          ------------     ------------     ------------
TOTAL INVESTMENTS                                                         $ 13,203,150     $ 13,166,448     $ 13,675,171
                                                                          ============     ============     ============
</TABLE>

See notes to financial statements.                                   (Concluded)


                                      -5-
<PAGE>   8
VALOR INVESTMENT FUND, INC.

STATEMENT OF OPERATIONS
YEAR ENDED JULY 31, 1999
- --------------------------------------------------------------------------------


<TABLE>
<S>                                                                             <C>
INVESTMENT INCOME:
  Interest income                                                               $ 775,557
  Loss on disposition                                                              (3,593)
                                                                                ---------

          Total investment income                                                 771,964

EXPENSES:
  Professional fees                                                                25,441
  Custodian fees                                                                    9,459
  Other                                                                            11,055
                                                                                ---------

           Total expenses                                                          45,955
                                                                                ---------

NET INVESTMENT INCOME (equivalent to $.82 per share based on
    883,525 shares of common stock outstanding at July 31, 1999)                  726,009

UNREALIZED APPRECIATION OF INVESTMENTS:
  Beginning of period                                                             730,590
  End of period                                                                   508,482
                                                                                ---------

DECREASE IN NET UNREALIZED APPRECIATION OF INVESTMENTS                           (222,108)
                                                                                ---------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                            $ 503,901
                                                                                =========
</TABLE>


See notes to financial statements.



                                      -6-
<PAGE>   9
VALOR INVESTMENT FUND, INC.

STATEMENT OF SHAREHOLDERS' INVESTMENT
YEAR ENDED JULY 31, 1999
- --------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                                                          NET
                                     COMMON STOCK                                     UNDISTRIBUTED    UNREALIZED
                                --------------------------                                NET         APPRECIATION
                                 SHARES                    PAID-IN       RETAINED      INVESTMENT         OF
                                 (NOTE 4)    PAR VALUE     SURPLUS       EARNINGS        INCOME       INVESTMENTS      TOTAL

<S>                             <C>         <C>            <C>          <C>           <C>             <C>           <C>
BALANCE AT AUGUST 1, 1998        883,525    $883,525       $180,944     $11,967,524    $ 347,730       $ 730,590    $14,110,313

  Net increase in net assets
    resulting from operations                                                            726,009        (222,108)       503,901

  Dividends to shareholders
    ($.84 per share)                                                                    (742,616)                      (742,616)
                                --------    --------       --------     -----------    ---------       ---------    -----------

BALANCE AT JULY 31, 1999         883,525    $883,525       $180,944     $11,967,524    $ 331,123       $ 508,482    $13,871,598
                                ========    ========       ========     ===========    =========       =========    ===========
</TABLE>





                                      -7-
<PAGE>   10


VALOR INVESTMENT FUND, INC.

STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED JULY 31, 1999 AND 1998
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                      1999           1998

OPERATIONS:
<S>                                                               <C>            <C>
  Net investment income                                           $   726,009    $   751,033
  (Decrease) Increase in unrealized appreciation                     (222,108)        44,458
                                                                  -----------    -----------

           Net increase in net assets resulting from operations       503,901        795,491

DIVIDENDS TO SHAREHOLDERS FROM INVESTMENT
   INCOME                                                             742,616        752,128
                                                                  -----------    -----------

(DECREASE) INCREASE IN NET ASSETS                                    (238,715)        43,363

NET ASSETS:
  Beginning of period                                              14,110,313     14,066,950
                                                                  -----------    -----------

  End of period                                                   $13,871,598    $14,110,313
                                                                  ===========    ===========
</TABLE>


See notes to financial statements.



                                      -8-
<PAGE>   11


VALOR INVESTMENT FUND, INC.

NOTES TO FINANCIAL STATEMENTS
YEAR ENDED JULY 31, 1999
- --------------------------------------------------------------------------------


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Valor Investment Fund, Inc. (the "Company") is registered under the
      Investment Company Act of 1940, as amended, as a closed-end, diversified
      management investment company. The following is a summary of significant
      accounting policies followed by the Company in the preparation of its
      financial statements. The policies are in conformity with generally
      accepted accounting principles.

      INVESTMENT SECURITIES - Investments are reported at market value
      determined principally by obtaining quotations from nationally recognized
      valuation services or market value estimates from registered
      brokers/dealers.

      SECURITIES TRANSACTIONS are recorded on a trade-date basis. Cost of
      securities sold is determined using the identified cost.

      INTEREST INCOME, adjusted for amortization of premium or accretion of
      discounts on investments in municipal bonds, is recorded on the accrual
      basis.

      INCOME TAXES - It is the Company's policy to comply with the requirements
      of the Internal Revenue Code applicable to regulated investment companies
      and to make distributions of income and realized capital gains sufficient
      to relieve it from all or substantially all federal income taxes. No
      provision for federal income taxes is required for the year ended July 31,
      1999.

      MANAGEMENT AND SERVICE FEES - No management fees have been paid or accrued
      to outside organizations. A total of $1,000 in fees has been paid to
      directors. The only service fees paid or accrued were legal, accounting,
      custodian, and recordkeeping fees to unaffiliated persons.

      USE OF ESTIMATES IN FINANCIAL STATEMENT PREPARATION - The preparation of
      financial statements in conformity with generally accepted accounting
      principles requires the use of estimates and assumptions that affect the
      reported amounts of assets and liabilities at the date of the financial
      statements and the reported amounts of revenue and expenses during the
      reporting period. The Company's financial statements include amounts that
      are based on management's best estimates and judgments. Actual results
      could differ from those estimates.



                                      -9-
<PAGE>   12


2.    SECURITIES TRANSACTIONS

      The following summarizes the changes in investments, at amortized cost,
      for the year ended July 31, 1999:


<TABLE>
<S>                                                                      <C>
          Balance, August 1, 1998                                        $ 13,196,135

            Plus:
              Purchases                                                     2,014,294
              Discount accretion net of premium amortization                     (992)
            Less:
              Matured securities                                             (100,000)
              Redeemed securities                                          (1,942,989)
                                                                         ------------

          Balance, July 31, 1999                                         $ 13,166,448
                                                                         ============
</TABLE>




      Approximately $484,540 in purchases and $394,342 in sales were bond
      transactions. The remaining transactions were related to the money market
      fund.

3.    TRANSACTIONS WITH AFFILIATES

      The Company had no transactions with affiliated persons in the year ended
      July 31, 1999, except as described in Note 1.

4.    COMMON STOCK

      There are 2,000,000 authorized shares of common stock, of which 883,525
      shares were outstanding at July 31, 1999.

5.    UNREALIZED DEPRECIATION AND APPRECIATION

      The cost of securities for federal income tax purposes differs from the
      cost for financial statement purposes because the cost for tax purposes is
      adjusted by the amount of discount amortization only if the discount is
      original issue discount.

      The aggregate cost of securities for federal income tax purposes was
      $13,079,483 at July 31, 1999. The gross unrealized appreciation and
      depreciation computed as the difference between market value and cost for
      tax purposes is as follows:


<TABLE>
<S>                                                               <C>
          Aggregate gross unrealized depreciation                 $ (53,434)
          Aggregate gross unrealized appreciation                   649,159
                                                                  ---------

          Net unrealized appreciation                             $ 595,725
                                                                  =========
</TABLE>


                                      -10-
<PAGE>   13


6.    PER SHARE DATA

      The following are selected per share data based on the weighted average
      shares outstanding during the year:


<TABLE>
<CAPTION>
                                                                         YEAR ENDED JULY 31
                                            --------------------------------------------------------------------------
                                                 1999           1998           1997           1996           1995

<S>                                           <C>            <C>            <C>            <C>            <C>
Investment income                             $    0.87      $    0.91      $    0.93      $    0.96      $    0.95
Expenses                                          (0.05)         (0.06)         (0.06)         (0.03)         (0.04)
                                              ---------      ---------      ---------      ---------      ---------
Net investment income                              0.82           0.85           0.87           0.93           0.91
Dividends from net investment income              (0.84)         (0.85)         (0.91)         (0.91)         (0.97)
Decrease (increase) in unrealized
  appreciation                                    (0.25)          0.05           0.39                          0.14
                                              ---------      ---------      ---------      ---------      ---------
Decrease (increase) in net asset value            (0.27)          0.05           0.35           0.02           0.08
Net asset value - beginning                       15.97          15.92          15.57          15.55          15.47
                                              ---------      ---------      ---------      ---------      ---------

Net asset value - ending                      $   15.70      $   15.97      $   15.92      $   15.57      $   15.55
                                              =========      =========      =========      =========      =========

Weighted average shares outstanding
    during the year                             883,525        883,525        883,525        883,525        883,525
                                              =========      =========      =========      =========      =========
</TABLE>



7.    INTEREST INCOME

      The following details, by state, the interest income earned by the Company
      during the year ended July 31, 1999:


<TABLE>
<S>                                                  <C>
Alaska                                               $ 17,689
California                                              2,700
Florida                                                68,646
Illinois                                               51,336
Michigan *                                            561,468
Nevada                                                 11,745
Oregon                                                  8,501
Texas                                                  17,852
Utah                                                    4,620
Washington                                             31,000
                                                     --------

Total                                                $775,557
                                                     ========
</TABLE>



    * Included in the Michigan total is $3,608 interest earned on a tax-exempt
      money market fund for the year ended July 31, 1999.

                                     ******


                                      -11-


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