--------------------------------------------------------------------------------
BOGLE
INVESTMENT
MANAGEMENT
SMALL CAP
GROWTH FUND
ANNUAL REPORT
AUGUST 31, 2000
<PAGE>
--------------------------------------------------------------------------------
BOGLE SMALL CAP GROWTH FUND
PORTFOLIO MANAGER'S LETTER
--------------------------------------------------------------------------------
Fellow Shareholder:
I am pleased to report our results for the partial fiscal year ended August 31,
2000. As you know, we commenced our investment program on October 1, 1999, so
this report covers the eleven-month period from that inception date until August
31, 2000.
As is our custom, we will report our results, attribute them to various market
factors, critique ourselves, and give you some sense of how our investment
program and business is progressing.
INVESTMENT PERFORMANCE. The Bogle Small Cap Growth Fund returned +74.08% for the
Investor shares and +74.25% for the Institutional shares for the eleven-month
period ended August 31, 2000. These strong absolute returns also compare very
favorably with our benchmark, as we bested the +27.12% return of the unmanaged
Russell 2000 index of smaller companies by about +47%.
The fund enjoyed consistently strong market-relative performance against a
backdrop of wildly oscillating equity markets. Smaller stocks outperformed
larger stocks as measured by the Russell 2000's outperformance of the +19.68%
return of the large-cap dominated S&P500. Growth stocks outperformed value
stocks over this same period, though with a significant amount of variability
between the two groups. Among smaller stocks, the Russell 2000 Growth Index
returned +36.45%, while its Value counterpart returned +16.02%.
The markets gyrated over the past eleven months between the classic "greed" and
"fear" environments as speculative stocks in the Internet, telecommunications
and biotechnology areas went through almost a full market cycle between October
1999 and March 2000. Investors seemingly couldn't pay high enough prices for
some of the more popular names, and all that seemed to matter to investors was
the degree to which any company or product was speculative. In this environment,
simple price momentum factors proved to be the best way of outperforming the
market; buying the stocks that had already risen the most was the ticket to
spectacular returns.
This orgy of speculative excess turned suddenly, on March 10, 2000. There was no
obvious catalyst; just a series of earnings warnings from some higher profile
companies, as well as a broadening recognition among investors that even though
their high flying companies were announcing numbers that nominally beat
consensus earnings forecasts, many of these companies were reporting significant
losses and had no hope of becoming profitable anytime soon. This dramatic shift
in market sentiment was good news for us as the market began to focus on
companies with strong financials, solid cash flows and reasonable valuations.
<PAGE>
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN BOGLE INVESTMENT
MANAGEMENT SMALL CAP GROWTH FUND INSTITUTIONAL CLASS(1)(2) VS. RUSSELL 2000
INDEX AND RUSSELL 2000 GROWTH INDEX
TOTAL RETURNS
VALUE ON SINCE
AUGUST 31, 2000 INCEPTION(3)
--------------- ------------
Small Cap Growth Fund--Institutional Class $17,425 74.25%
Russell 2000 Index $12,712 27.12%
Russell 2000 Growth Index $13,645 36.45%
[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
Small Cap
Growth Fund-- Russell 2000 Russell 2000
Institutional Class Index Growth Index
10/1/99 $10,000 $10,000 $10,000
10/31/99 10,325 10,041 10,256
11/30/99 11,350 10,640 11,340
12/31/99 13,017 11,845 13,339
1/31/00 12,583 11,654 13,215
2/29/00 14,825 13,579 16,290
3/31/00 15,100 12,684 14,578
4/30/00 14,692 11,920 13,106
5/31/00 14,258 11,226 11,958
6/30/00 15,933 12,205 13,503
7/31/00 15,758 11,812 12,346
8/31/00 17,425 12,712 13,645
Past performance is not predictive of future performance
(1) The chart assumes a hypothetical $10,000 initial investment in the Fund made
on October 1, 1999 (inception) and reflects Fund expenses.Investors should
note that the Fund is an actively managed mutual fund while the index is
either unmanaged and does not incur expenses and/or is not available for
investment.
(2) Bogle Investment Management waived a portion of its advisory fee and agreed
to reimburse a portion of the Fund's operating expenses, if necessary, to
maintain the expense limitation as set forth in the notes to the financial
statements. Total returns shown include fee waivers and expense
reimbursements, if any; total returns would have been lower had there been
no waivers and reimbursements of fees and expenses in excess of expense
limitations. Returns shown include the reinvestment of all dividends and
other distributions. Past performance is not predictive of future
performance. Investment return and principal value will fluctuate, so that
your shares, when redeemed, may be worth more or less than their original
cost.
(3) Aggregate return for the period October 1, 1999 (commencement of operations)
through August 31, 2000.
2
<PAGE>
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
BOGLE INVESTMENT MANAGEMENT SMALL CAP GROWTH FUND INVESTOR
CLASS(1)(2) VS. RUSSELL 2000 INDEX AND
RUSSELL 2000 GROWTH INDEX
TOTAL RETURNS
VALUE ON SINCE
AUGUST 31, 2000 INCEPTION(3)
--------------- ------------
Small Cap Growth Fund--Investor Class $17,408 74.08%
Russell 2000 Index $12,712 27.12%
Russell 2000 Growth Index $13,645 36.45%
[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
Small Cap Growth Fund-- Russell 2000 Russell 2000
Investor Class Index Growth Index
10/1/99 $10,000 $10,000 $10,000
10/31/99 10,325 10,041 10,256
11/30/99 11,350 10,640 11,340
12/31/99 13,008 11,845 13,339
1/31/00 12,583 11,654 13,215
2/29/00 14,825 13,579 16,290
3/31/00 15,100 12,684 14,578
4/30/00 14,692 11,920 13,106
5/31/00 14,250 11,226 11,958
6/30/00 15,925 12,205 13,503
7/31/00 15,750 11,812 12,346
8/31/00 17,408 12,712 13,645
Past performance is not predictive of future performance
(1) The chart assumes a hypothetical $10,000 initial investment in the Fund made
on October 1, 1999 (inception) and reflects Fund expenses.Investors should
note that the Fund is an actively managed mutual fund while the index is
either unmanaged and does not incur expenses and/or is not available for
investment.
(2) Bogle Investment Management waived a portion of its advisory fee and agreed
to reimburse a portion of the Fund's operating expenses, if necessary, to
maintain the expense limitation as set forth in the notes to the financial
statements. Total returns shown include fee waivers and expense
reimbursements, if any; total returns would have been lower had there been
no waivers and reimbursements of fees and expenses in excess of expense
limitations. Returns shown include the reinvestment of all dividends and
other distributions. Past performance is not predictive of future
performance. Investment return and principal value will fluctuate, so that
your shares, when redeemed, may be worth more or less than their original
cost.
(3) Aggregate return for the period October 1, 1999 (commencement of operations)
through August 31, 2000.
3
<PAGE>
PERFORMANCE ATTRIBUTION. Our investment process is driven by a very carefully
thought out approach to selecting individual stocks. This is our forte and the
reason we can add value. What we do not do is try to determine whether the
equity market, overall or small cap, will rise or fall, or whether one
particular sector or group of sectors is likely to provide better relative
performance. Doing so is just too darn hard and, frankly, very risky. So when we
review the reasons why our returns were what they were, we typically find that,
simply put, we owned a bunch of good companies, and importantly, we avoided a
bunch of companies that blew up. In our business, that's called good "specific
asset selection."
Our strong returns were driven by particularly successful investments in the
consumer, financial and technology sectors. That we performed well among the
growth sectors is not unusual given that our focus on earnings growth is more
highly rewarded among such stocks. We benefit from both improving earnings and
an expanding multiple, which reflects the fact that the market is willing to pay
more for these stocks. Some of our more successful consumer investments were
Career Education, Dura Pharmaceuticals and Keebler. Technology stocks that
worked hard for the portfolio include Mercury Interactive, Elantec Semiconductor
and Forrester Research. Among financial stocks (though they are clearly less
"growthy" on average than the other sectors) we had a number of successful
investments in companies such as Affiliated Managers Group, Silicon Valley
Bancshares and SEI Investments, many of which we believe have a greater ability
to grow their earnings more secularly.
These individual successes reflect our in-depth and innovative approach to
investing. We think that it is too easy these days to simply buy stocks with
either good earnings surprises, and/or positive earnings estimate revisions. Too
many investors focus on just these signals, making the returns from these
"insights" harder to come by. We have concluded that the best way to gain an
advantage over other investors is to focus on individual companies'
fundamentals; their cash flow potential, their revenue and margin trends, their
efficiency ratios and the degree to which they are playing games with
discretionary expenditures. It is hard work to think about investing in a
different way, and to dig deeper to determine the true financial substance of
the companies in which we invest your capital. It is particularly difficult to
do so systematically across a large number of companies with very different
accounting conventions and nuances. But our returns from the past eleven months
reflect the fruits of our labors.
PORTFOLIO CHARACTERISTICS. As demonstrated by the portfolio characteristics
below, your fund continues to have the "look and feel" of the benchmark Russell
2000. We tend to have comparable exposure to our benchmark, by design, in order
to track closely its performance over shorter periods of time.
--------------------------------------------------------------------------------
FUNDAMENTAL CHARACTERISTICS AS OF AUGUST 31, 2000
<TABLE>
<CAPTION>
Fund Russell 2000 Russell 2000 Growth
-------- ------------ -------------------
<S> <C> <C> <C>
Earnings Growth Rate 21.7% 18.4% 27.1%
Median Market Cap (millions) $1,441.8 $903.2 $982.1
Price/Forward Earnings 20.4x 15.7x 36.1x
Price/Sales Ratio 2.3x 2.1x 4.7x
</TABLE>
4
<PAGE>
REPORT CARD. We find it useful to critique ourselves on how well we have
performed for you over the past eleven months. We measure ourselves on both the
risk-adjusted returns we generate in our portfolio, as well as the level and
quality of service we provide to our clients.
Our investment performance has exceeded our expectations by a wide margin. While
we believe, but obviously cannot guarantee, that we will be able to consistently
add value relative to both our benchmark and most other managers, we do not
expect to be able to continue to outperform by the degree that we have over the
past eleven months. Given our consistently strong performance relative to
benchmark over a period of great volatility with widely disparate styles being
alternately rewarded and penalized, we give ourselves a grade of A (we never
give ourselves an A+; there is always room for improvement).
Our service to our clients has been solid, but we have more work to do. We will
strive to eliminate, not just minimize, any difficulties you may have with your
accounts with us. We will also continue to provide you with timely, interesting,
topical, not too verbose insights into our market observations, portfolio
performance and return attribution. We grade ourselves B- in this category.
Please feel free to let us know if you disagree with our grading, particularly
if you feel we can improve your investment experience with us in any way. We
will take very seriously and respond to any criticisms you have about our
investment program or service.
PROGRESS AT BOGLE INVESTMENT MANAGEMENT. Since Bogle Investment Management began
operations on October 1, 1999, we have grown our asset base to over $120
million, spread about evenly between our small cap strategy and our Long/Short
Hedged strategy. We expect to continue to grow over the coming year, although we
remain firmly committed to closing our mutual fund at a size of no larger than
$150 million. We believe that such an early closing will give us a great
advantage in maximizing our chances of delivering the best returns we can.
We still have our same four founding partners, but we are looking to add some
new professionals over the next few months. Our areas of focus are portfolio
management and research to provide additional support for our current staff, and
to bring in some fresh ideas about how to approach a very complex market. We
will introduce you to our new partners as they come on board.
5
<PAGE>
We can't tell you how much we appreciate the confidence you have placed in us at
such an early and critical stage of our business development. We will work as
hard as we can to try to deliver the best investment program possible by
continuously striving to improve our investment process, communicating with you
about matters we think you will find interesting and topical, minimizing the
expenses required to deliver our services to you, and keeping our asset base
small to give us the best chance of delivering top shelf returns.
Please feel free to contact us with any thoughts or questions you may have.
Respectfully,
Bogle Investment Management, L.P.
Management Office: 781-283-5000
Shareholder Services Toll Free: 1-877-BOGLEIM (264-5346)
----------
PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE PERFORMANCE. THE INVESTMENT RETURN
AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE, SO THAT AN
INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN ORIGINAL COST.
THIS MATERIAL MUST BE PRECEDED OR ACCOMPANIED BY A CURRENT PROSPECTUS. THE
RUSSELL 2000 IS AN INDEX OF STOCKS 1001 THROUGH 3000 IN THE RUSSELL 3000 INDEX
AS RANKED BY TOTAL MARKET CAPITALIZATION. THE RUSSELL 2000 GROWTH INDEX MEASURES
THE PERFORMANCE OF THOSE RUSSELL 2000 COMPANIES WITH HIGHER PRICE-TO-BOOK RATIOS
AND HIGHER FORECASTED GROWTH RATES. A DIRECT INVESTMENT IN THE INDICES IS NOT
POSSIBLE. INVESTING IN SMALL COMPANIES CAN INVOLVE MORE VOLATILITY, LESS
LIQUIDITY, AND LESS PUBLICLY AVAILABLE INFORMATION THAN INVESTING IN LARGE
COMPANIES.
6
<PAGE>
BOGLE INVESTMENT MANAGEMENT
SMALL CAP GROWTH FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31,2000
NUMBER
OF SHARES VALUE
--------- ------------
COMMON STOCKS--93.8%
BASIC INDUSTRY--2.0%
Allegheny Technologies,
Inc. ........................................ 6,300 $ 137,025
Cabot Corp. ................................... 3,000 111,000
Century Aluminum Co. .......................... 10,300 134,544
W.R. Grace & Co.* ............................. 16,100 127,794
-----------
510,363
-----------
CONSUMER CYCLICAL--13.0%
Atlas Air, Inc.* .............................. 2,200 95,150
Christopher & Banks
Corp.* ...................................... 7,100 252,050
Concord Camera Corp.* ......................... 4,800 105,600
Direct Focus, Inc.* ........................... 4,700 140,706
Dress Barn, Inc. (The)* ....................... 1,100 23,444
Expeditors International
of Washington, Inc. ......................... 2,000 98,000
Frontier Airlines, Inc.* ...................... 7,500 128,437
Gadzooks, Inc.* ............................... 6,300 94,500
Harcourt General, Inc. ........................ 1,900 112,694
Harman International
Industries, Inc. ............................ 3,000 230,250
Hot Topic, Inc.* .............................. 6,900 195,356
Investors Financial
Service Co. ................................. 2,400 147,750
Kenneth Cole Productions,
Inc., Class A* .............................. 2,850 125,578
Neiman-Marcus Group,
Inc.(The), Class A* ......................... 4,800 161,100
NVR, Inc.* .................................... 2,300 169,050
RARE Hospitality
International, Inc.* ........................ 5,800 163,125
Reader's Digest Association,
Inc., Class A ............................... 5,500 211,750
Sabre Holdings Corp.* ......................... 5,200 144,950
Southwest Securities
Group, Inc. ................................. 3,520 116,820
Timberland Co., Class A* ...................... 5,500 224,125
Ultimate Electronics,
Inc.* ....................................... 2,300 80,644
Venator Group, Inc.* .......................... 15,800 221,200
-----------
3,242,279
-----------
NUMBER
OF SHARES VALUE
--------- ------------
CONSUMER GROWTH--20.8%
Advance Paradigm, Inc.* ....................... 6,500 $ 173,062
Aurora Biosciences Corp.* ..................... 2,400 164,100
Aztar Corp.* .................................. 15,700 228,631
Bausch & Lomb, Inc. ........................... 1,700 60,775
Biosite Diagnostics, Inc.* .................... 1,900 132,169
Career Education Corp.* ....................... 5,800 231,637
Coors (Adolph), Class B ....................... 3,500 208,469
Corinthian Colleges, Inc.* .................... 2,800 151,200
Datascope Corp. ............................... 4,300 151,575
Dura Pharmaceuticals,
Inc.* ....................................... 8,100 223,256
GelTex Pharmaceuticals,
Inc.* ....................................... 5,600 226,887
Guess, Inc.* .................................. 3,400 77,137
Ivax Corp.* ................................... 3,250 112,531
Jones Pharma, Inc. ............................ 5,450 194,837
Keebler Foods Co. ............................. 3,700 169,506
Laboratory Corp. of
America Holdings* ........................... 1,600 189,300
Mentor Corp. .................................. 4,500 95,344
Mid Atlantic Medical
Services, Inc.* ............................. 14,200 228,975
Noven Pharmaceuticals,
Inc.* ....................................... 5,500 231,000
Oxford Health Plans,
Inc.* ....................................... 7,700 234,850
PacifiCare Health
Systems, Inc.* .............................. 3,300 177,994
Penton Media, Inc. ............................ 5,800 181,612
Pier 1 Imports, Inc. .......................... 16,200 190,350
Pinnacle Entertainment,
Inc.* ....................................... 4,900 101,062
PolyMedica Corp.* ............................. 2,100 74,550
Quest Diagnostics, Inc.* ...................... 1,800 222,750
Station Casinos, Inc.* ........................ 7,200 103,500
The Topps Co., Inc.* .......................... 13,600 107,100
Trigon Healthcare, Inc.* ...................... 3,400 175,525
Varian Medical Systems,
Inc.* ....................................... 3,800 174,562
Wellpoint Health
Networks, Inc.* ............................. 2,100 181,256
-----------
5,175,502
-----------
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
BOGLE INVESTMENT MANAGEMENT
SMALL CAP GROWTH FUND
PORTFOLIO OF INVESTMENTS (CONTINUED)
AUGUST 31, 2000
NUMBER
OF SHARES VALUE
--------- -----------
ENERGY--3.1%
Forcenergy, Inc.* ............................. 5,100 $ 123,356
Triton Energy Ltd.* ........................... 4,200 184,800
Ultramar Diamond
Shamrock Corp. .............................. 4,600 107,812
Valero Energy Corp. ........................... 6,400 192,800
Western Gas
Resources, Inc. ............................. 7,600 166,725
-----------
775,493
-----------
FINANCIAL--11.3%
Affiliated Managers
Group, Inc.* ................................ 3,900 217,425
American Financial
Holdings, Inc. .............................. 9,400 169,200
Americredit Corp.* ............................ 7,600 209,950
Bank United Corp.,
Class A ..................................... 5,100 229,500
City National Corp. ........................... 4,400 171,875
Dain Rauscher Corp. ........................... 2,000 160,875
Eaton Vance Corp. ............................. 2,600 125,937
Edwards (A.G.), Inc. .......................... 700 36,400
Federated Investors, Inc.,
Class B ..................................... 7,200 168,750
Legg Mason, Inc. .............................. 2,400 126,600
Metris Companies, Inc. ........................ 6,700 240,781
MONY Group, Inc. (The) ........................ 3,300 124,781
Neuberger Berman, Inc. ........................ 1,500 88,781
SEI Investments Co. ........................... 3,700 234,950
Silicon Valley
Bancshares* ................................. 3,800 218,975
Stancorp Financial
Group, Inc. ................................. 3,900 156,000
United Asset Management
Corp. ....................................... 5,400 132,300
-----------
2,813,080
-----------
INDUSTRIAL--13.3%
Administaff, Inc.* ............................ 2,800 228,200
Applied Industrial
Technologies, Inc. .......................... 7,500 127,031
BARRA, Inc.* .................................. 3,300 190,162
Cooper Cameron Corp.* ......................... 2,300 178,969
EMCOR Group, Inc.* ............................ 7,600 183,944
NUMBER
OF SHARES VALUE
--------- ------------
INDUSTRIAL--(CONTINUED)
Graco, Inc. ................................... 5,500 $ 194,906
Heidrick & Struggles
International, Inc.* ........................ 2,700 156,937
Helmerich & Payne, Inc. ....................... 4,500 166,219
Insituform Technologies,
Inc., Class A* .............................. 4,100 125,819
ITT Industries, Inc. .......................... 5,300 178,213
John H. Harland Co. ........................... 9,700 141,862
Learning Tree
International, Inc.* ........................ 3,800 260,062
MasTec, Inc.* ................................. 4,350 156,600
Millipore Corp. ............................... 3,100 188,712
Mueller Industries,
Inc.* ....................................... 2,600 82,063
PerkinElmer, Inc. ............................. 1,900 170,881
Scott Technologies,
Inc.* ....................................... 4,600 87,113
Stewart & Stevenson
Services, Inc. .............................. 13,300 214,463
Tecumseh Products Co.,
Class A ..................................... 1,300 51,675
Teekay Shipping Corp. ......................... 2,400 111,000
United Stationers, Inc.* ...................... 2,600 84,338
Viant Corp.* .................................. 3,400 47,175
-----------
3,326,344
-----------
INTERNET/TELECOMMUNICATIONS--2.5%
Allaire Corp.* ................................ 2,600 88,238
Blue Martini
Software, Inc.* ............................. 100 6,950
Copper Mountain
Networks, Inc.* ............................. 1,200 71,925
Equinix, Inc.* ................................ 650 10,522
FirePond, Inc.* ............................... 6,700 139,863
MatrixOne, Inc.* .............................. 2,100 72,450
Mercury Interactive
Corp.* ...................................... 1,900 232,156
-----------
622,104
-----------
TECHNOLOGY--26.6%
Advanced Fibre
Communications, Inc.* ....................... 4,000 211,438
ANADIGICS, Inc.* .............................. 1,950 70,200
The accompanying notes are an integral part of the financial statements.
8
<PAGE>
BOGLE INVESTMENT MANAGEMENT
SMALL CAP GROWTH FUND
PORTFOLIO OF INVESTMENTS (CONCLUDED)
AUGUST 31, 2000
NUMBER
OF SHARES VALUE
--------- -----------
TECHNOLOGY--(CONTINUED)
Aspen Technology, Inc.* ....................... 2,300 $ 105,656
Axsys Technologies, Inc.* ..................... 4,800 112,200
BEI Technologies, Inc. ........................ 2,900 165,844
Boston Communications
Group, Inc.* ................................ 10,100 145,188
Brightpoint, Inc.* ............................ 7,300 46,081
Business Objects SA - ADR* .................... 1,600 183,200
Coherent, Inc.* ............................... 1,300 104,650
Corsair Communications,
Inc.* ....................................... 5,900 64,900
CyberOptics Corp.* ............................ 5,500 159,500
Digital River, Inc.* .......................... 1,200 8,250
Elantec Semiconductor,
Inc.* ....................................... 1,900 168,150
Electroglas, Inc.* ............................ 3,400 76,288
Exar Corp.* ................................... 1,900 229,188
FileNet Corp.* ................................ 2,200 42,350
Forrester Research, Inc.* ..................... 3,500 213,938
FSI International* ............................ 7,000 124,250
Imation Corp.* ................................ 4,700 104,575
Integrated Device
Technology, Inc.* ........................... 2,700 236,925
International Rectifier
Corp.* ...................................... 3,800 239,163
Lightbridge, Inc.* ............................ 7,500 131,250
Manhattan Associates,
Inc.* ....................................... 5,000 231,875
Microsemi Corp.* .............................. 3,700 156,325
Natural Microsystems
Corp.* ...................................... 3,100 231,144
NetIQ Corp.* .................................. 2,500 141,250
Oak Technology, Inc.* ......................... 4,500 131,063
Objective Systems
Integrators, Inc.* .......................... 12,100 162,594
Open Text Corp.* .............................. 4,400 110,825
Quantum Corp.-
Hard Disk Drive* ............................ 9,300 90,675
Rogers Corp.* ................................. 3,400 118,575
Sandisk Corp.* ................................ 2,500 208,750
Sensormatic Electronics
Corp.* ...................................... 3,000 49,875
Serena Software, Inc.* ........................ 5,650 248,600
Sybase, Inc.* ................................. 7,900 216,756
Symantec Corp.* ............................... 3,400 165,963
NUMBER
OF SHARES VALUE
--------- -----------
SymmetriCom, Inc.* ............................ 10,700 $ 165,850
Technitrol, Inc. .............................. 1,700 216,750
Tektronix, Inc. ............................... 2,900 220,944
Trimble Navigation Ltd.* ...................... 4,700 195,344
Triquint Semiconductor,
Inc.* ....................................... 1,000 55,313
Varian, Inc.* ................................. 3,600 175,500
Vishay Intertechnology,
Inc.* ....................................... 3,900 157,219
Visteon Corp. ................................. 7,900 123,931
Zomax, Inc.* .................................. 6,300 122,456
-----------
6,640,761
-----------
UTILITY--1.2%
Conectiv, Inc. ................................ 6,400 113,600
Powertel, Inc.* ............................... 1,500 117,000
Utilicorp United, Inc. ........................ 3,400 80,963
-----------
311,563
-----------
TOTAL COMMON STOCKS
(Cost $18,797,526) ........................ 23,417,489
-----------
PAR
(000) VALUE
--------- ------------
REPURCHASE AGREEMENTS--11.0%
PNC Capital Markets, Inc.
(Agreement dated 08/31/00
to be repurchased at
$2,740,407, collateralized
by U.S. Treasury Notes
7.875% due 11/15/04 market
value $2,740,000)
5.35% 09/01/00 ............................. $2,740 2,740,000
-----------
TOTAL REPURCHASE AGREEMENTS
(Cost $2,740,000) .......................... 2,740,000
-----------
TOTAL INVESTMENTS--104.8%
(Cost $21,537,526) ............................ 26,157,489
-----------
LIABILITIES IN EXCESS
OF OTHER ASSETS--(4.8%) ....................... (1,207,215)
-----------
NET ASSETS--100.0% ............................... $24,950,274
===========
----------
* Non-income producing.
ADR - American Depository Receipt.
The accompanying notes are an integral part of the financial statements.
9
<PAGE>
BOGLE INVESTMENT MANAGEMENT
SMALL CAP GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 2000
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Investments, at value (cost - $21,537,526) .......................... $26,157,489
Cash ................................................................ 1,169,165
Receivable for Investments Sold ..................................... 465,912
Receivable for Fund shares sold ..................................... 188,627
Dividends and interest receivable ................................... 10,215
Receivable from investment adviser .................................. 8,779
Prepaid expenses and other assets ................................... 5
-----------
Total assets ...................................................... 28,000,192
-----------
LIABILITIES
Payable for investments purchased ................................... 3,026,630
Accrued expenses and other liabilities .............................. 23,288
-----------
Total liabilities ................................................. 3,049,918
-----------
NET ASSETS
Capital stock, $0.001 par value ..................................... 1,194
Additional paid-in capital .......................................... 19,159,419
Accumulated net realized gain from investments ...................... 1,169,698
Net unrealized appreciation on investments .......................... 4,619,963
-----------
Net assets ........................................................ $24,950,274
===========
INSTITUTIONAL CLASS
Net assets .......................................................... $ 5,592,700
-----------
Shares outstanding .................................................. 267,500
-----------
Net asset value, offering and redemption price per share ............ $ 20.91
===========
INVESTOR CLASS
Net assets .......................................................... $19,357,574
-----------
Shares outstanding .................................................. 926,486
-----------
Net asset value, offering and redemption price per share ............ $ 20.89
===========
</TABLE>
The accompanying notes are an integral part of the financial statements
10
<PAGE>
BOGLE INVESTMENT MANAGEMENT
SMALL CAP GROWTH FUND
STATEMENT OF OPERATIONS
FOR THE PERIOD
OCTOBER 1, 1999*
THROUGH
AUGUST 31, 2000
----------------
INVESTMENT INCOME
Interest ........................................... $ 40,827
Dividends .......................................... 31,364
-----------
72,191
-----------
EXPENSES
Advisory fees ...................................... 107,956
Transfer agent fees and expenses ................... 96,142
Administration fees ................................ 93,433
Audit and Legal fees ............................... 33,725
Printing ........................................... 24,157
Shareholder services ............................... 20,861
Federal and state registration fees ................ 19,399
Custodian fees and expenses ........................ 16,501
Administrative services ............................ 3,678
Trustee fees and expenses .......................... 421
Other .............................................. 1,138
-----------
Total expenses before waivers and reimbursements . 417,411
Less: waivers and reimbursements ................. (274,134)
-----------
Total expenses after waivers and reimbursements .. 143,277
-----------
Net investment loss ................................ (71,086)
-----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain from investments ................. 1,240,784
Net change in unrealized appreciation on investments 4,619,963
-----------
Net realized and unrealized gain from investments .. 5,860,747
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS .. $ 5,789,661
===========
----------
* Commencement of investment operations.
The accompanying notes are an integral part of the financial statements.
11
<PAGE>
BOGLE INVESTMENT MANAGEMENT
SMALL CAP GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD
OCTOBER 1, 1999*
THROUGH
AUGUST 31, 2000
----------------
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss ................................ $ (71,086)
Net realized gain from investments ................. 1,240,784
Net change in unrealized appreciation on investments 4,619,963
-----------
Net increase in net assets resulting from operations 5,789,661
-----------
LESS DIVIDEND AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income Institutional shares ...... --
Net investment income Investor shares .............. --
Net realized capital gains Institutional shares --
Net realized capital gains Investor shares ........ --
-----------
Total dividends and distributions to shareholders --
-----------
INCREASE IN NET ASSETS DERIVED FROM
CAPITAL SHARE TRANSACTIONS (NOTE 4) ................ 19,160,613
-----------
Total increase in net assets ....................... 24,950,274
===========
NET ASSETS
Beginning of period ................................ --
-----------
End of period ...................................... $24,950,274
===========
----------
* Commencement of investment operations.
The accompanying notes are an integral part of the financial statements.
12
<PAGE>
BOGLE INVESTMENT MANAGEMENT
SMALL CAP GROWTH FUND
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
Contained below is per share operating performance data for each class of shares
outstanding, total investment return, ratios to average net assets and other
supplemental data for the respective periods. This information has been derived
from information provided in the financial statements.
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE PERIOD
OCTOBER 1, 1999* OCTOBER 1, 1999*
THROUGH THROUGH
AUGUST 31, 2000 AUGUST 31, 2000
------------------ ------------------
INSTITUTIONAL INVESTOR
CLASS CLASS
---------------- ------------------
<S> <C> <C>
PER SHARE OPERATING PERFORMANCE**
Net asset value, beginning of period ...................... $12.00 $ 12.00
------ -------
Net investment loss(1) .................................... (0.05) (0.06)
Net realized and unrealized gain on investments(2) ........ 8.96 8.95
------ -------
Net increase in net assets resulting from operations ...... 8.91 8.89
------ -------
Dividends to shareholders from:
Net investment income ..................................... 0.00 0.00
Net realized capital gains ................................ 0.00 0.00
------ -------
Net asset value, end of period ............................ $20.91 $ 20.89
====== =======
Total investment return(3) ................................ 74.25% 74.08%
====== =======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) ................. $5,593 $19,358
Ratio of expenses to average net assets(1)(4) ............. 1.25% 1.35%
Ratio of expenses to average net assets without waivers and
expense reimbursements(4) .............................. 3.91% 4.01%
Ratio of net investment loss to average net assets(1)(4) .. (0.58)% (0.68)%
Portfolio turnover rate ................................... 94.31% 94.31%
<FN>
----------
* Commencement of operations.
** Calculated based on shares outstanding on the first and last day of the
respective period, except for dividends and distributions, if any, which are
based on actual shares outstanding on the dates of distributions.
(1) Reflects waivers and reimbursements.
(2) The amounts shown for each share outstanding throughout the respective
period are not in accordance with the changes in the aggregate gains and
losses on investments during the respective period because of the timing of
sales and repurchases of Fund shares in relation to fluctuating net asset
values during the respective period.
(3) Total investment return is calculated assuming a purchase of shares on the
first day and a sale of shares on the last day of each period reported and
includes reinvestments of dividends and distributions, if any. Total
investment returns are not annualized.
(4) Annualized.
</FN>
</TABLE>
The accompanying notes are an integral part of the financial statements.
13
<PAGE>
BOGLE INVESTMENT MANAGEMENT
SMALL CAP GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The RBB Fund, Inc. ("RBB") was incorporated under the laws of the State of
Maryland on February 29, 1988 and is registered under the Investment Company Act
of 1940, as amended, (the "Investment Company Act") as an open-end management
investment company. RBB is a "series fund", which is a mutual fund divided into
separate portfolios. The portfolio is treated as a separate entity for certain
matters under the Investment Company Act, and for other purposes, and a
shareholder of one portfolio is not deemed to be a shareholder of any other
portfolio. Currently RBB has fourteen investment portfolios, including the Bogle
Investment Management Small Cap Growth Fund (the "Fund"), which commenced
investment operation on October 1, 1999. As of the date here of, the Fund offers
two classes of shares, Institutional Class and Investor Class.
RBB has authorized capital of thirty billion shares of common stock of
which 19.88 billion are currently classified into ninety-seven classes. Each
class represents an interest in one of fourteen investment portfolios of RBB.
The classes have been grouped into fourteen separate "families," nine of which
have begun investment operations including the Bogle Investment Management Small
Cap Growth Fund.
PORTFOLIO VALUATION -- The net asset value of the Fund is determined as of
4:00 p.m. eastern time on each business day. The Fund's securities are valued at
the last reported sales price on the national securities exchange or national
securities market on which such shares are primarily traded. If no sales are
reported, as in the case of some securities traded over-the-counter, portfolio
securities are valued at the mean between the last reported bid and ask prices.
Securities for which market quotations are not readily available are valued at
fair market value as determined in good faith by or under the direction of RBB's
Board of Directors. With the approval of RBB's Board of Directors, the Fund may
use a pricing service, bank or broker-dealer experienced in such matters to
value its securities. Short-term obligations with maturities of 60 days or less
are valued at amortized cost that approximates market value. Expenses and fees,
including investment advisory and administration fees are accrued daily and
taken into account for the purpose of determining the net asset value of the
Fund.
USE OF ESTIMATES -- The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilites at the date of the financial statements and the reported amounts of
revenues and expenses during the period. Actual results could differ from those
estimates.
REPURCHASE AGREEMENTS -- The Fund has agreed to purchase securities from
financial institutions subject to the seller's agreement to repurchase them at
an agreed-upon time and price ("repurchase agreements"). The financial
institutions with whom the Fund enters into repurchase agreements are banks and
broker/dealers that Bogle Investment Management, L.P. (the "Adviser") considers
creditworthy. The seller under a repurchase agreement will be required to
maintain the value of the securities as collateral, subject to the agreement at
not less than the repurchase price plus accrued interest. The Adviser
14
<PAGE>
BOGLE INVESTMENT MANAGEMENT
SMALL CAP GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
marks to market daily the value of the collateral, and, if necessary, requires
the seller to maintain additional securities, to ensure that the value is not
less than the repurchase price. Default by or bankruptcy of the seller would,
however, expose the Fund to possible loss because of adverse market action or
delays in connection with the disposition of the underlying securities.
INVESTMENT TRANSACTIONS AND INVESTMENT INCOME -- Securities are accounted
for on the trade date. The cost of investments sold is determined by use of the
specific identification method for both financial reporting and income tax
purposes in determining realized gains and losses on investments. Interest
income is recorded on the accrual basis. Dividend income is recorded on the
ex-dividend date. The Fund's net investment income (other than class specific
distribution fees) and unrealized and realized gains and losses are allocated
daily to each class of shares based upon the relative proportion of net assets
of each class at the beginning of the day (after adjusting for current capital
share activity of the respective classes).
DIVIDENDS AND DISTRIBUTIONS -- Dividends from net investment income, if
any, will be declared and paid at least annually to shareholders. Distributions
from net realized capital gains, if any, will be distributed at least annually.
Income and capital gain distributions are determined in accordance with U.S.
federal income tax regulations which may differ from generally accepted
accounting principles.
U.S. FEDERAL TAX STATUS -- No provision is made for U.S. federal income
taxes as it is the Fund's intention to qualify for and elect the tax treatment
applicable to regulated investment companies under Subchapter M of the Internal
Revenue Code of 1986, as amended, and make the requisite distributions to its
shareholders which will be sufficient to relieve it from U.S. federal income and
excise taxes.
2. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES
Bogle Investment Managment, L.P. serves as the Fund's investment adviser.
For its advisory services, the Adviser is entitled to receive 1.00% of the
Fund's average daily net assets, computed daily and payable monthly.
The adviser has agreed to limit the Fund's total operating expenses for the
current and the following fiscal year to the extent that such expenses exceeded
1.25% of the Fund's Institutional Class average daily net assets and 1.35% of
the Fund's Investor Class average daily net assets. As necessary, this
limitation is effected in waivers of advisory fees and reimbursements of
expenses exceeding the advisory fee. For the period October 1, 1999* through
August 31, 2000, (unless otherwise indicated) investment advisory fees, waivers
and reimbursements of expenses were as follows:
<TABLE>
<CAPTION>
Gross Net Adviser Expense
Advisory Fees Waivers Advisory Fees Reimbursement
------------- ------- ------------- -------------
<S> <C> <C> <C> <C>
Bogle Investment Management
Small Cap Growth Fund $107,956 $(107,956) $ 0 $(77,593)
--------------------------------------------------------------------------------------------------------------------
<FN>
----------
*Commencement of investment operations.
</FN>
</TABLE>
The Fund will not pay the Adviser at a later time for any amounts it may
waive or any amounts which the Adviser has assumed.
15
<PAGE>
BOGLE INVESTMENT MANAGEMENT
SMALL CAP GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
PFPC, Inc. ("PFPC"), a wholly-owned subsidiary of PFPC Worldwide Inc., and
an indirect majority-owned subsidiary of The PNC Financial Services Group, Inc.,
serves as administrator for the Fund. For providing administrative services,
PFPC is entitled to receive a monthly fee equal to an annual rate of 0.115% of
the Fund's average daily net assets.
For the period October 1, 1999* through August 31, 2000, (unless otherwise
indicated) PFPC, at its discretion, voluntarily agreed to waive a portion of its
administration fees for the Fund. During this period, (unless otherwise
indicated) PFPC's administration fees and related waivers were as follows:
<TABLE>
<CAPTION>
Net
PFPC Gross Administration
Administration Fees Waivers Fees
------------------- ------- --------------
<S> <C> <C> <C>
Bogle Investment Management
Small Cap Growth Fund $93,433 $(34,375) $59,058
</TABLE>
In addition, PFPC serves as the Fund's transfer and dividend disbursing
agent. PFPC, at its discretion, voluntarily agreed to waive a portion of its
transfer agency fees for the Fund. For the period October 1, 1999* through
August 31, 2000, (unless otherwise indicated) transfer agency fees and waivers
were as follows:
<TABLE>
<CAPTION>
Gross Transfer Net Transfer
Agency Fees Waivers Agency Fees
-------------- ------- ------------
<S> <C> <C> <C>
Bogle Investment Management
Small Cap Growth Fund $96,142 $(33,000) $63,142
</TABLE>
Provident Distributors, Inc. ("PDI"), provides certain administrative
services to the Institutional Shares of the Fund. As compensation for such
administrative services, PDI is entitled to receive a monthly fee equal to an
annual rate of 0.15% of the average daily net assets of the Fund's Institutional
Class Shares. PDI, at its discretion voluntarily agreed to waive a portion of
its administrative fee for the Fund.
For the period October 1, 1999* through August 31, 2000 (unless otherwise
indicated), administrative services fees and waivers were as follows:
<TABLE>
<CAPTION>
Gross Administrative Net Administrative
Services Fees Waivers Services Fees
-------------------- ------- ------------------
<S> <C> <C> <C>
Bogle Investment Management
Small Cap Growth Fund $3,678 $(2,941) $737
<FN>
----------
* Commencement of investment operations.
</FN>
</TABLE>
16
<PAGE>
BOGLE INVESTMENT MANAGEMENT
SMALL CAP GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
In addition, PDI provides certain shareholder services to the Investor
Shares of the Fund. As compensation for such shareholder services, PDI is
entitled to receive a monthly fee equal to an annual rate of 0.25% of the
average daily net assets of the Fund's Investor Class Shares. PDI, at it's
discretion voluntarily agreed to waive a portion of its shareholder fee for the
Fund
For the period October 1, 1999* through August 31, 2000 (unless otherwise
indicated), shareholder services fees and waivers were as follows:
<TABLE>
<CAPTION>
Gross Shareholder Net Shareholder
Services Fees Waivers Services Fees
----------------- ------- -------------
<S> <C> <C> <C>
Bogle Investment Management
Small Cap Growth Fund $20,861 $(10,020) $10,841
</TABLE>
PFPC Trust Company provides certain custodial services to the Fund. PFPC
Trust Company is a wholly-owned subsidiary of PFPC Worldwide, Inc., an indirect
majority-owned subsidiary of the PNC Financial Services Group, Inc. As
compensation for such custodial services, PFPC Trust Co. is entitled to receive
a monthly fee equal to an annual rate of 0.03% of the Fund's average daily net
assets.
For the period October 1, 1999* through August 31, 2000 (unless otherwise
indicated), PFPC Trust Co. has, at its discretion, voluntarily agreed to waive a
portion of its custodial fees for the Fund. During this period (unless otherwise
indicated), custodial fees and waivers were as follows:
<TABLE>
<CAPTION>
Gross Custodial Net Custodial
Fees Waivers Fees
--------------- ------- -------------
<S> <C> <C> <C>
Bogle Investment Management
Small Cap Growth Fund $16,501 $(8,249) $8,252
</TABLE>
3. INVESTMENT IN SECURITIES
For U.S. federal income tax purposes, the cost of securities owned at
August 31, 2000 was $21,543,825. Accordingly, the net unrealized
appreciation/(depreciation) of investments was as follows:
<TABLE>
<CAPTION>
Net Appreciation/
Appreciation Depreciation (Depreciation)
------------ ------------ -----------------
<S> <C> <C> <C>
Bogle Investment Management
Small Cap Growth Fund $5,226,480 $(612,816) $4,613,664
<FN>
----------
* Commencement of investment operations.
</FN>
</TABLE>
17
<PAGE>
NT MANAGEMENT
BOGLE INVESTMENT MANAGEMENT
SMALL CAP GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the period October 1, 1999* through August 31, 2000 (unless otherwise
indicated), aggregate purchases and sales of investment securities (excluding
short-term investments) were as follows:
<TABLE>
<CAPTION>
Investment Securities
--------------------------
Purchases Sales
--------- -----
<S> <C> <C>
Bogle Investment Management
Small Cap Growth Fund $29,090,098 $11,533,356
</TABLE>
4. CAPITAL SHARE TRANSACTIONS
As of August 31, 2000, the Fund has 100,000,000 shares of $0.001 par value
common stock authorized for the Institutional Class and 100,000,000 shares of
$0.001 par value common stock authorized for the Investor Class.
Transactions in capital shares for the period October 1, 1999* through
August 31, 2000 were as follows:
FOR THE PERIOD FOR THE PERIOD
ENDED ENDED
AUGUST 31, 2000 AUGUST 31, 2000
------------------------- --------------------------
INSTITUTIONAL CLASS INVESTOR CLASS
------------------------- --------------------------
SHARES VALUE SHARES VALUE
------- ---------- ------- -----------
Sales ....... 267,615 $4,265,056 989,101 $15,965,080
Redemptions . (115) (2,059) (62,615) (1,067,464)
Reinvestments -- -- -- --
------- ---------- ------- -----------
Net Increase 267,500 $4,262,997 926,486 $14,897,616
======= ========== ======= ===========
On August 31, 2000, two shareholders held approximately 34% of the
outstanding shares of the Bogle Small Cap Growth Fund. One of the shareholders,
an officer of the adviser, owns approximately 16% of the outstanding shares.
----------
* Commencement of investment operations.
18
<PAGE>
BOGLE INVESTMENT MANAGEMENT
SMALL CAP GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
5. RECLASS OF CAPITAL ACCOUNTS
In accordance with accounting pronouncements, the Fund has recorded
reclassifications in the capital accounts. These reclassifications have no
impact on the net asset value of the Fund and are designed generally to present
undistributed income and realized gains on a tax basis which is considered to be
more informative to the shareholder. As of August 31, 2000, the Fund recorded
the following reclassification to increase (decrease) the accounts listed below:
<TABLE>
<CAPTION>
ACCUMULATED
UNDISTRIBUTED NET REALIZED ADDITIONAL
NET INVESTMENT GAIN ON PAID-IN
LOSS INVESTMENTS CAPITAL
-------------- ------------- ----------
<S> <C> <C>
Bogle Investment Management
Small Cap Growth Fund $71,086 $(71,086) --
</TABLE>
19
<PAGE>
BOGLE INVESTMENT MANAGEMENT
SMALL CAP GROWTH FUND
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors of
Bogle Investment Management Small Cap Growth Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the portfolio of investments, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Bogle Investment Management Small
Cap Growth Fund, a separately managed portfolio of The RBB Fund, Inc. (the
"Fund"), at August 31, 2000, and the results of its operations, the changes in
its net assets and the financial highlights for the period October 1, 1999
(commencement of operations) through August 31, 2000, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which 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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit, which included
confirmation of securities at August 31, 2000 by correspondence with the
custodian and brokers, provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Two Commerce Square
Philadelphia, Pennsylvania
October 20, 2000
20
<PAGE>
BOGLE INVESTMENT MANAGEMENT
SMALL CAP GROWTH FUND
SHAREHOLDER TAX INFORMATION
(UNAUDITED)
The Fund is required by Subchapter M of the Internal Revenue Code of 1986,
as amended, to advise its shareholders within 60 days of the Fund's fiscal year
end (August 31, 2000) as to the U.S. federal tax status of distributions
received by the Fund's shareholders in respect of such fiscal year. During the
fiscal year ended August 31, 2000, There were no dividends and distributions per
share paid by the Fund:
Had there been a distribution, these amounts would have been reported to
shareholders as income in 1999. Because the Fund's fiscal year is not the
calendar year, another notification will be sent with respect to calendar year
2000. The second notification, which will reflect the amount, if any, to be used
by calendar year taxpayers on their U.S. federal income tax returns, will be
made in conjunction with Form 1099-DIV and will be mailed in January 2001.
Foreign shareholders will generally be subject to U.S. withholding tax on
the amount of their dividend. They will generally not be entitled to a foreign
tax credit or deduction for the withholding taxes paid by the Fund, if any.
In general, dividends received by tax-exempt recipients (e.g., IRAs and
Keoghs) need not be reported as taxable income for U.S. federal income tax
purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7)
plans) may need this information for their annual information reporting.
Shareholders are advised to consult their own tax advisers with respect to
the tax consequences of their investment in the Fund.
21
<PAGE>
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<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
INVESTMENT ADVISER
Bogle Investment Management, L.P.
57 River Street
Suite 206
Wellesley, MA 02481
ADMINISTRATOR/TRANSFER AGENT
PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809
DISTRIBUTOR
Provident Distributors, Inc.
3200 Horizon Drive
King of Prussia, PA 19046
CUSTODIAN
PFPC Trust Company
8800 Tinicum Blvd.
Suite 200
Philadelphia, PA 19153
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
Two Commerce Square
2001 Market Street
Philadelphia, PA 19103-7042
COUNSEL
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
This report is submitted for the general information of the shareholders of the
Fund. It is not authorized for the distribution to prospective investors in the
Fund unless it is preceded or accompanied by a current prospectus which includes
details regarding the Fund's objectives, policies and other information. Total
investment return is based on historical results and is not intended to indicate
future performance. The investment return and principal value of an investment
in the Fund will fluctuate, so that an investor's shares, when redeemed, may be
worth more or less than original cost.
