BRUNDAGE STORY & ROSE INVESTMENT TRUST
N-30D, 2000-08-03
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BRUNDAGE,                                                              BRUNDAGE,
STORY AND ROSE                                                    STORY AND ROSE
INVESTMENT TRUST                                                INVESTMENT TRUST

312 Walnut Street, 21st Floor                                 Semi-Annual Report
Cincinnati, Ohio 45202-4094                                         May 31, 2000
                                                                     (Unaudited)
BOARD OF TRUSTEES
                                                         Short/Intermediate Term
Francis S. Branin, Jr.                                         Fixed-Income Fund
Malcolm D. Clarke, Jr.                                               Equity Fund
John M. Kingsley, Jr.
Jerome B. Lieber
William M.R. Mapel
James G. Pepper
Crosby R. Smith

INVESTMENT ADVISER

Brundage, Story and Rose, LLC
One Broadway
New York, New York 10004

UNDERWRITER

IFS Fund Distributors, Inc.
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094

TRANSFER AGENT

Integrated Fund Services, Inc.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

SHAREHOLDER SERVICES

Nationwide: (Toll Free) 800-320-2212

                                                         [LOGO] BRUNDAGE,
                                                                STORY AND ROSE
                                                   Investment Counsel Since 1932

<PAGE>

LETTER TO SHAREHOLDERS                                             July 20, 2000
================================================================================

ECONOMIC AND FINANCIAL MARKETS UPDATE - MID-YEAR 2000

Now that some of the speculative excess, especially in the ".com" segment of the
technology  sector,  appears  to have been wrung  from the  market,  it is worth
stepping  back and  remembering  what  really  dictates  the outlook for stocks:
Fundamentals.

Despite all of the hype about the Information Age and the transforming nature of
the Internet,  the investment potential of common stocks rests today, as always,
upon the interplay of economic growth with profit potential, interest rates with
inflation,  and  upon  valuations.  Since  all  of  the  above  factors  change,
absolutely  and relative to each other,  successful  investing has always rested
upon flexibility. Indeed, the last year has offered some especially telling, and
sobering,  lessons in this  regard.  Some of the  world's  long-time  investment
luminaries have spectacularly disappointed investors of late, or simply left the
industry, their once-sparkling records tarnished. Whether it was an inability on
the part of some "Old Timers" to rationalize so swift and radical a change, or a
lack of  perspective  in which to place that  change -- never a problem  for the
breathless  technophiles  --  that  brought  about  their  downfall,  successful
investing is still in the end all about the fundamentals. So, taking a step back
from the cacophony and confusion that surrounds the moment-to-moment workings of
the financial markets, what is today's fundamental backdrop?

THE ECONOMY AND CORPORATE PROFITS

In the logic of capital markets, a company,  or the market as a whole, is valued
at a multiple of its earnings potential,  with the multiple affected by the real
(inflation  adjusted)  rate of growth of those  earnings,  and  earnings in turn
affected  by the  overall  rate  of  growth  in the  economy  and  the  specific
opportunities  available  in a given  sector or company.  Under this  admittedly
oversimplified view of an efficient capital market, both faster growth and lower
inflation result in an increase in the multiple an investor should be willing to
pay for a given level of earnings.

The first step in  assembling  today's  fundamental  backdrop is  assessing  the
health of and the  outlook  for  earnings  for the  economy in  general.  On the
earnings front, operating earnings for the S&P 500 have accelerated dramatically
off the  Asian  crisis-induced  decline  of 1998,  showing  a  remarkable  20.7%
year-over-year  rate of  improvement  in the first quarter of 2000.  While it is
true that the consensus of Wall Street  strategists is that  corporate  earnings
growth will begin to slow as we anniversary the strong improvement in the second
half of 1999,  the outlook for earnings  remains  excellent  for the rest of the
year.  Furthermore,  looking into 2001,  these same strategists are predicting a
reacceleration  of earnings  growth as the year  progresses.  While we are never
very  comfortable  being closely  aligned with consensus  expectations,  our own
forecasts  are  not  dissimilar,  although  we  would  not  be  surprised  if an
inherently  unpredictable  event were to upset the neat  linear  progression  of
these projections.

The news on the macro-economic front is, if anything, even better:  Expectations
are that economic growth will continue to slow from the unsustainably  high rate
in late 1999,  but then  stabilize  around  3-31/2%.  This rate of growth in the
U.S.,  along with the  expansion  now firmly in place in most of the rest of the
world, should be not only robust enough to provide a good operating  environment
of U.S. companies, but also not so fast as to risk an overheating of the economy
that would impel higher inflation and accordingly higher interest rates.

2
<PAGE>

INTEREST RATES AND INFLATION

If the outlook for the economy and earnings remains strong,  is inflation enough
of a problem to make the real,  inflation adjusted,  earnings picture less rosy?
Or, worse,  has the recent  acceleration of inflation been just the beginning of
growing  inflationary  pressures,  and will the Federal  Reserve Bank respond to
this trend  with still more  interest  rate  increases  in order to prevent  the
inflationary  expectations from imbedding themselves in the real economy? In the
first case,  if the recent  acceleration  of  inflation is more than just an oil
price induced  spike,  then the doubling of the rate of increase of the Consumer
Price  Index  (CPI)  over  the  last  year and a half  will  certainly  pressure
valuations.   Conversely,  should  the  latter  concern  be  on  the  mark,  the
expectations for slowing,  but still robust,  earnings and economic growth would
turn out to be too  optimistic,  as an  increase  in  interest  rates to  levels
meaningfully  higher than today's  would  likely  transform  the current  gentle
deceleration in economic growth into a jarring stop.

As it so often  turns out,  we believe  that we will  continue to chart a middle
course:  Not a rate of  inflation  extreme  enough to  corrupt  the  quality  of
earnings,  but high enough to include a reactionary monetary policy that results
in a slowdown in both the real and nominal rates of earnings growth.  As support
for this rather  sanguine view on the outlook for inflation and interest  rates,
we look to two things:  The evident vigilance of the Federal Reserve in the face
of what was  widely  agreed to be an  overheating  economy  in late 1999 and the
difference between the core and reported inflation rates.

As clearly evidenced in the historical pattern of the FED Funds target rate, the
Federal  Reserve  has been  highly  responsive  both to  signs  of  accelerating
inflation  and to signs of  unsustainably  high economic  growth.  Over the last
year,  the FED Funds  target  rate has been  raised on five  separate  occasions
totaling  a  1.75  percentage  point  increase.  While  it is  too  soon  to say
definitively  that the elusive economic soft landing has been achieved,  the FED
is now clearly  ahead of the curve in terms of  responding  to signs of economic
overheating.

At the  same  time,  we  believe  that  the CPI,  with  its  volatile  commodity
components  of food and energy,  can be a  misleading  indicator  of  underlying
inflationary  trends.  This has been especially true over the last few years, as
sharp swings in the price of crude oil have resulted in considerable  volatility
in the reported CPI numbers,  but little meaningful change in the actual rate of
inflation in the economy.  Obviously a sustained  increase in energy  prices can
push inflation upward over time, but we do not see convincing  evidence,  either
in wage  pressures or in a broad  measure of prices,  that current  inflationary
trends  are out of  control,  or require a more  aggressive  FED  posture.  Core
consumer prices have actually been remarkably stable.

THE $64 QUESTION

In our opinion  then,  the  fundamental  backdrop for the  financial  markets is
actually quite good. The economy is slowing,  but remains very healthy,  and the
outlook for profit growth in most sectors is positive. In addition,  the strains
placed on the economy by too rapid growth, fueled in part by the "wealth effect"
of stock market riches,  have eased.  The key to the outlook for the market then
becomes one of whether or not it is  appropriately  valued.  In addressing  this
crucial issue,  we looked back at twenty years of stock market  statistics in an
attempt to find a common  denominator to which we could relate periods of higher
and lower stock market  valuations.  What we discovered is that there has been a
remarkable  correlation between the valuation of the stock market as a whole and
any given level of long

                                                                               3
<PAGE>

term (10 year U.S.  Treasuries) interest rates. In other words, at a given level
of interest rates,  the PE on the stock market can be expected to "regress" to a
certain  average level from  temporary  periods -- which will always occur -- of
under or over-valuation.

Using this  historical  relationship  and the  current 6% yield on 10-year  U.S.
Treasuries,  and disregarding  all other variables,  one could expect with a 90%
degree of confidence  that the market (as  represented  by the S&P 500) would be
considered  fairly  valued  at  between  20x and  24x  earnings.  While  this is
certainly  below the current  trailing PE on the S&P 500 of 27.8x, it is in line
with the  market's  valuation  on  earnings  estimates  for 2001 of 23.6x  Also,
overvaluation   by  historical   standards  is  today   entirely  a  product  of
breathtakingly  high PEs in the  technology  sector;  the rest of the  market is
valued  at the  low  end of  historical  expectations.  Furthermore,  given  the
exciting  changes wrought by technology,  and that earnings growth this year and
next is  likely to be well  above the 6.1%  annual  average  of the last  twenty
years, we would argue that the current  environment is actually much better than
it has been over most of the last two decades.

BRUNDAGE, STORY AND ROSE EQUITY FUND

The  first  half  of  fiscal  2000  was  another  period  of  strong  investment
performance in the Equity Fund.  Specifically,  for the six months ended May 31,
2000,  returns on the Fund were 6.5%  compared to 2.8% for the S&P 500.  For the
twelve months ended May 31, 2000,  returns on the Equity Fund were 12.27% versus
10.5% in the Standard and Poor's 500.

Of  course,  the story of the last six months  was not their  totality,  but the
marked contrast in the  month-by-month  returns in the market during the period.
In fact,  while  December  and  March  were good  months  for  stocks,  January,
February,  April and May were all periods  during  which  broad  measures of the
stock  market  showed  negative  returns.  Furthermore,  within the broad  stock
market, there were individual companies and sectors, specifically the previously
high-flying technology sector, which saw violent gyrations.

We were able to position the Fund to  participate  in the market's  upward moves
over the last six months while dampening  downward  volatility in the Portfolio.
To a great extent,  this was a result of how we had structured the Fund over the
last year, with an emphasis on growth but with a strong  valuation  overlay.  In
particular,  we were able to dampen  somewhat the volatility  experienced in the
technology and telecommunications  sectors through underweighted positions while
enhancing  returns  through  good stock  selections.  We also  profited  from an
emphasis on undervalued energy companies.

Looking  forward,  we have now  rebuilt  positions  in fast  growing and dynamic
information technology companies while also positioning the Fund to benefit from
ongoing consolidation in communications  services, with a particular emphasis on
wireless.   We   are   also   positive   on   "medical   technology"   including
pharmaceuticals,   medical  devices   companies  and  enabling   instrumentation
companies.

BRUNDAGE, STORY AND ROSE SHORT/INTERMEDIATE TERM FUND

Interest rates rose for most maturities in the U.S.  Treasury market for the six
months through May 31, 2000,  particularly in the short and intermediate portion
of the curve. The six-month Treasury bill rate rose 78 basis points (0.78%), the
two-year note 66 basis points and the five-year  note 41 basis points.  With the
Federal Reserve  actively  raising  short-term  rates,  the Treasury yield curve
moved to an inverted  shape  during the  period.  Ten-year  Treasury  rates were
nearly  unchanged and long maturities were lower by 25 basis points.  We are now
in an unusual situation where two-year notes out-yield 30 year bonds by about 50
basis

4
<PAGE>

points.  The U.S.  Treasury has been  actively  buying back  long-term  Treasury
bonds;  this, along with the Fed raising  short-term rates 100 basis points, has
caused the curve to invert.  Nominal  returns  for the period  ranged from about
1.5% for 3-5 year Treasuries to 5.5% for longer maturity issues.

Other  sectors of the bond  market  have  exhibited  poor  returns  relative  to
Treasuries.  Volatility in the equity  markets,  uncertainty  about the economic
outlook,  Federal  Reserve  activity  and the heavy  supply of new debt have all
contributed to poor liquidity and a difficult  market for  non-Treasury  issues.
The U.S.  Agency  market,  which had been -- like  Treasuries  -- a safe  haven,
suffered  severely  after high ranking  Treasury  officials  commented  that the
quasi-government  guarantees  on U.S.  Agency  debt  may be taken  away.  We are
uncertain of the  ultimate  status of the Agencies and would be cautious at this
time considering the size of issuance that emanates from the sector.

The  corporate  sector also  performed  poorly  during the last six months.  The
financial  sector was  particularly  hard-hit.  Also,  credit  specific risk has
risen.  The ratio of quality  upgrades to downgrades by the rating  agencies has
moved  into  negative   territory.   Some  companies  have  experienced   severe
dislocations in the value of their debt. Interestingly,  this period has been as
bad for quality credits as for lower-rated  issues.  Thus,  returns for AA-rated
and BB-rated  corporates  have been similar.  The return for 3-5 year corporates
was about 0.60% for the 6-month period, underperforming Treasuries by nearly 100
basis points (1.00%).

Although the net returns of the Fund were modest,  0.42% for the 6-month  period
and 1.54% for the 12 months  through  May  31st,  we are  cautiously  optimistic
looking ahead,  particularly on the non-Treasury sectors of the bond market. The
yield  advantage  from quality  corporate  bonds is significant so we anticipate
adding to this sector,  focusing in short  maturities.  Given the  volatility of
corporate spreads, we feel trading opportunities will arise from time to time in
longer maturities. In the mortgage sector, we may also add some weighting, given
current  yield  levels.  Most  importantly,  we  continue  to focus on  security
selection as the primary method of adding value to the fund.

SUMMARY

In summary, we believe the balance between fundamentals and equity valuations is
favorable. Yes, the market is richly valued and likely to mark time as investors
digest  the gains of the last few  years.  And yes,  there are still  pockets of
extreme  speculation -- again,  mostly in the technology  area -- to be avoided.
Nonetheless,  investors  can,  we believe,  be  comfortable  with the  long-term
outlook.  Selectivity,  flexibility and discipline remain the watchwords of this
market.  The  fixed  income  outlook  seems  better  after a  period  of low and
disappointing returns. We would expect that investment performance in the coming
year should at least equal the current coupon yields available from good quality
bonds, perhaps falling in the 6-8% range.

Sincerely yours,

/s/ Malcolm D. Clarke, Jr.

Malcolm D. Clarke, Jr.
President

                                                                               5
<PAGE>

<TABLE>
<CAPTION>
BRUNDAGE, STORY AND ROSE INVESTMENT TRUST
STATEMENTS OF ASSETS AND LIABILITIES
MAY 31, 2000 (UNAUDITED)
===========================================================================================
                                                                 SHORT/
                                                              INTERMEDIATE
                                                                  TERM
                                                              FIXED-INCOME        EQUITY
                                                                  FUND             FUND
-------------------------------------------------------------------------------------------
ASSETS
Investment securities:
<S>                                                           <C>              <C>
   At amortized cost (original cost $38,701,028
      and $41,986,716, respectively) .....................    $ 38,654,565     $ 41,986,716
                                                              ============     ============
   At market value (Note 2) ..............................    $ 37,325,991     $ 54,740,648
Investments in repurchase agreements (Note 2) ............         134,855        1,261,272
Interest and principal paydowns receivable ...............         560,992              207
Dividends receivable .....................................              --           43,951
Receivable for securities sold ...........................             603          482,831
Receivable for capital shares sold .......................           5,839            3,850
Other assets .............................................          14,451           17,325
                                                              ------------     ------------
   TOTAL ASSETS ..........................................      38,042,731       56,550,084
                                                              ------------     ------------
LIABILITIES
Dividends payable ........................................          19,012               --
Payable for capital shares redeemed ......................          49,427            6,225
Payable for securities purchased .........................       1,506,094          341,879
Payable to affiliates (Note 4) ...........................          10,300           45,275
Other accrued expenses and liabilities ...................          13,566           28,272
                                                              ------------     ------------
   TOTAL LIABILITIES .....................................       1,598,399          421,651
                                                              ------------     ------------

NET ASSETS ...............................................    $ 36,444,332     $ 56,128,433
                                                              ============     ============

Net assets consist of:
Paid-in capital ..........................................    $ 38,436,078     $ 34,554,924
Undistributed net investment income ......................             729            1,604
Accumulated net realized gains (losses)
   from security transactions ............................        (798,756)       7,556,701
Net unrealized appreciation (depreciation)
  on investments .........................................      (1,193,719)      14,015,204
                                                              ------------     ------------
Net assets ...............................................    $ 36,444,332     $ 56,128,433
                                                              ============     ============
Shares of beneficial interest outstanding (unlimited
   number of shares authorized, no par value) (Note 5) ...       3,594,975        2,515,024
                                                              ============     ============
Net asset value, offering price and redemption
   price per share (Note 2) ..............................    $      10.14     $      22.32
                                                              ============     ============
</TABLE>

See accompanying notes to financial statements.

6
<PAGE>

<TABLE>
<CAPTION>
BRUNDAGE, STORY AND ROSE INVESTMENT TRUST
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED MAY 31, 2000 (UNAUDITED)
==========================================================================================
                                                                SHORT/
                                                             INTERMEDIATE
                                                                 TERM
                                                             FIXED-INCOME        EQUITY
                                                                 FUND             FUND
------------------------------------------------------------------------------------------
INVESTMENT INCOME
<S>                                                          <C>              <C>
   Interest .............................................    $  1,239,990     $     78,098
   Dividends ............................................              --          265,879
                                                             ------------     ------------
      TOTAL INVESTMENT INCOME ...........................       1,239,990          343,977
                                                             ------------     ------------
EXPENSES
   Investment advisory fees (Note 4) ....................          94,751          179,338
   Administrative services fees (Note 4) ................          37,813           54,878
   Accounting services fees (Note 4) ....................          18,000           19,700
   Professional fees ....................................          10,166           10,166
   Transfer agent and shareholder service fees (Note 4) .           7,200            7,200
   Registration fees ....................................           7,276            4,835
   Trustees' fees and expenses ..........................           9,711            9,711
   Insurance expense ....................................           5,565            6,886
   Postage and supplies .................................           6,312            6,720
   Reports to shareholders ..............................           3,141            4,841
   Pricing expense ......................................           3,773              612
   Custodian fees .......................................           3,492            3,055
   Distribution expenses (Note 4) .......................             387              771
   Other expenses .......................................           4,007            8,578
                                                             ------------     ------------
      TOTAL EXPENSES ....................................         211,594          317,291
   Fees waived by the Adviser (Note 4) ..................         (88,418)              --
                                                             ------------     ------------
      NET EXPENSES ......................................         123,176          317,291
                                                             ------------     ------------

NET INVESTMENT INCOME ...................................       1,116,814           26,686
                                                             ------------     ------------
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
   Net realized gains (losses) from
      security transactions .............................        (644,761)       7,689,455
   Net change in unrealized appreciation/
      depreciation on investments .......................        (316,145)      (4,358,101)
                                                             ------------     ------------

NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS        (960,906)       3,331,354
                                                             ------------     ------------

NET INCREASE IN NET ASSETS FROM OPERATIONS ..............    $    155,908     $  3,358,040
                                                             ============     ============
</TABLE>

See accompanying notes to financial statements.

                                                                               7
<PAGE>

<TABLE>
<CAPTION>
BRUNDAGE, STORY AND ROSE INVESTMENT TRUST
STATEMENTS OF CHANGES IN NET ASSETS
=========================================================================================================================
                                                             SHORT/INTERMEDIATE TERM
                                                                FIXED-INCOME FUND                   EQUITY FUND
                                                          -----------------------------     -----------------------------
                                                           SIX MONTHS                        SIX MONTHS
                                                             ENDED             YEAR            ENDED             YEAR
                                                             MAY 31,          ENDED            MAY 31,          ENDED
                                                              1999         NOVEMBER 30,         1999         NOVEMBER 30,
                                                           (UNAUDITED)         1999          (UNAUDITED)         1999
-------------------------------------------------------------------------------------------------------------------------
FROM OPERATIONS:
<S>                                                       <C>              <C>              <C>              <C>
   Net investment income .............................    $  1,116,814     $  2,110,297     $     26,686     $      4,872
   Net realized gains (losses) from
      security transactions ..........................        (644,761)        (148,056)       7,689,455        4,258,788
   Net change in unrealized appreciation/
      depreciation on investments ....................        (316,145)      (1,685,649)      (4,358,101)       6,063,505
                                                          ------------     ------------     ------------     ------------
Net increase in net assets from operations ...........         155,908          276,592        3,358,040       10,327,165
                                                          ------------     ------------     ------------     ------------
DISTRIBUTIONS TO SHAREHOLDERS:
   From net investment income ........................      (1,119,620)      (2,106,762)         (25,082)         (21,064)
   From net realized gains from
      security transactions ..........................              --         (245,416)      (4,278,312)      (2,622,479)
                                                          ------------     ------------     ------------     ------------
Decrease in net assets from
   distributions to shareholders .....................      (1,119,620)      (2,352,178)      (4,303,394)      (2,643,543)
                                                          ------------     ------------     ------------     ------------
FROM CAPITAL SHARE TRANSACTIONS (Note 5):
   Proceeds from shares sold .........................       1,919,642        4,395,836        4,132,447        3,793,019
   Net asset value of shares issued in reinvestment
      of distributions to shareholders ...............         988,303        2,036,777        4,211,416        2,624,110
   Payments for shares redeemed ......................      (4,067,042)      (5,025,647)      (2,509,108)      (3,548,244)
                                                          ------------     ------------     ------------     ------------
Net increase (decrease) in net assets
   from capital share transactions ...................        (159,097)       1,406,966        5,834,755        2,868,885
                                                          ------------     ------------     ------------     ------------

NET INCREASE (DECREASE) IN NET ASSETS ................       2,122,809         (668,620)       4,889,401       10,552,507

NET ASSETS:
   Beginning of period ...............................      38,567,141       39,235,761       51,239,032       40,686,525
                                                          ------------     ------------     ------------     ------------
   End of period .....................................    $ 36,444,332     $ 38,567,141     $ 56,128,433     $ 51,239,032
                                                          ============     ============     ============     ============

UNDISTRIBUTED NET INVESTMENT INCOME ..................    $        729     $      3,535     $      1,604     $         --
                                                          ============     ============     ============     ============
</TABLE>

See accompanying notes to financial statements.

8
<PAGE>

<TABLE>
<CAPTION>
BRUNDAGE, STORY AND ROSE INVESTMENT TRUST
SHORT/INTERMEDIATE TERM FIXED-INCOME FUND
FINANCIAL HIGHLIGHTS
===================================================================================================================================
                                                                      PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
-----------------------------------------------------------------------------------------------------------------------------------
                                                      SIX MONTHS
                                                        ENDED
                                                        MAY 31,                          YEARS ENDED NOVEMBER 30,
                                                         2000          ------------------------------------------------------------
                                                      (UNAUDITED)        1999         1998         1997         1996         1995
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>          <C>          <C>          <C>          <C>
Net asset value at beginning of period .............   $  10.40        $  10.96     $  10.69     $  10.69     $  10.73     $   9.94
                                                       --------        --------     --------     --------     --------     --------
Income from investment operations:
   Net investment income ...........................       0.30            0.58         0.60         0.62         0.62         0.64
   Net realized and unrealized
      gains (losses) on investments ................      (0.26)          (0.49)        0.27           --        (0.04)        0.79
                                                       --------        --------     --------     --------     --------     --------
   Total from investment operations ................       0.04            0.09         0.87         0.62         0.58         1.43
                                                       --------        --------     --------     --------     --------     --------
Less distributions:
   Dividends from net investment income ............      (0.30)          (0.58)       (0.60)       (0.62)       (0.62)       (0.64)
   Distributions from net realized gains ...........         --           (0.07)          --           --           --           --
                                                       --------        --------     --------     --------     --------     --------
Total distributions ................................      (0.30)          (0.65)       (0.60)       (0.62)       (0.62)       (0.64)
                                                       --------        --------     --------     --------     --------     --------

Net asset value at end of period ...................   $  10.14        $  10.40     $  10.96     $  10.69     $  10.69     $  10.73
                                                       ========        ========     ========     ========     ========     ========

Total return .......................................      0.42%(C)        0.80%        8.39%        6.03%        5.65%       14.84%
                                                       ========        ========     ========     ========     ========     ========

Net assets at end of period (000's) ................   $ 36,444        $ 38,567     $ 39,236     $ 36,653     $ 33,377     $ 35,272
                                                       ========        ========     ========     ========     ========     ========

Ratio of net expenses to average net assets(A) .....      0.65%(B)        0.65%        0.65%        0.65%        0.65%        0.60%

Ratio of net investment income to average net assets      5.90%(B)        5.43%        5.58%        5.88%        5.90%        6.21%

Portfolio turnover rate ............................       186%(B)          53%          90%          46%          40%          39%
</TABLE>

(A)  Absent fee waivers and/or expense reimbursements by the Adviser, the ratios
     of expenses to average net assets would have been 1.12%(B),  1.05%,  1.04%,
     1.07%,  1.09% and 1.09% for the  periods  ended May 31 2000,  November  30,
     1999, 1998, 1997, 1996 and 1995 respectively (Note 4).
(B)  Annualized.
(C)  Not Annualized.

See accompanying notes to financial statements.

                                                                               9
<PAGE>

<TABLE>
<CAPTION>
BRUNDAGE, STORY AND ROSE INVESTMENT TRUST
EQUITY FUND
FINANCIAL HIGHLIGHTS
===================================================================================================================================
                                                                      PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
-----------------------------------------------------------------------------------------------------------------------------------
                                                      SIX MONTHS
                                                        ENDED
                                                        MAY 31,                 YEARS ENDED NOVEMBER 30,
                                                         2000          ------------------------------------------------------------
                                                      (UNAUDITED)        1999         1998         1997         1996         1995
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>          <C>          <C>          <C>          <C>
Net asset value at beginning of period .............   $  22.81        $  19.47     $  19.40     $  17.18     $  14.91     $  12.43
                                                       --------        --------     --------     --------     --------     --------
Income from investment operations:
   Net investment income ...........................       0.01            0.00         0.04         0.06         0.06         0.07
   Net realized and unrealized gains on investments        1.42            4.61         2.01         3.65         2.97         3.02
                                                       --------        --------     --------     --------     --------     --------
Total from investment operations ...................       1.43            4.61         2.05         3.71         3.03         3.09
                                                       --------        --------     --------     --------     --------     --------
Less distributions:
   Dividends from net investment income ............      (0.01)          (0.01)       (0.04)       (0.06)       (0.07)       (0.06)
   Distributions from net realized gains ...........      (1.91)          (1.26)       (1.94)       (1.43)       (0.69)       (0.55)
                                                       --------        --------     --------     --------     --------     --------
Total distributions ................................      (1.92)          (1.27)       (1.98)       (1.49)       (0.76)       (0.61)
                                                       --------        --------     --------     --------     --------     --------

Net asset value at end of period ...................   $  22.32        $  22.81     $  19.47     $  19.40     $  17.18     $  14.91
                                                       ========        ========     ========     ========     ========     ========

Total return .......................................      6.51%(A)       25.43%       11.96%       23.98%       21.27%       26.08%
                                                       ========        ========     ========     ========     ========     ========

Net assets at end of period (000's) ................   $ 56,128        $ 51,239     $ 40,687     $ 35,343     $ 27,540     $ 24,191
                                                       ========        ========     ========     ========     ========     ========

Ratio of net expenses to average net assets ........      1.15%(B)        1.15%        1.15%        1.19%        1.30%        1.45%

Ratio of net investment income to average net assets      0.10%(B)        0.01%        0.24%        0.34%        0.42%        0.52%

Portfolio turnover rate ............................        68%(B)          37%          50%          49%          44%          42%
</TABLE>

(A)  Not Annualized.
(B)  Annualized.

See accompanying notes to financial statements.

10
<PAGE>

<TABLE>
<CAPTION>
BRUNDAGE, STORY AND ROSE INVESTMENT TRUST
SHORT/INTERMEDIATE TERM FIXED-INCOME FUND
PORTFOLIO OF INVESTMENTS
MAY 31, 2000 (UNAUDITED)
===========================================================================================
     PAR                                                                          MARKET
    VALUE       INVESTMENT SECURITIES -- 102.4%           RATE     MATURITY        VALUE
-------------------------------------------------------------------------------------------
                U.S. TREASURY OBLIGATIONS -- 43.0%
<S>             <C>                                      <C>       <C>         <C>
$  1,200,000    U.S. Treasury Bills .................               1/16/00    $  1,166,232
     200,000    U.S. Treasury Notes .................    6.625      7/31/01         199,688
   1,225,000    U.S. Treasury Notes .................    6.125     12/31/01       1,213,133
     800,000    U.S. Treasury Notes .................    6.625      3/31/02         798,250
   1,500,000    U.S. Treasury Notes .................    6.625      4/30/02       1,496,250
   1,200,000    U.S. Treasury Notes .................    6.000      7/31/02       1,182,376
   1,000,000    U.S. Treasury Notes .................    5.500      5/31/03         968,750
   1,000,000    U.S. Treasury Notes .................    5.750      8/15/03         973,750
     550,000    U.S. Treasury Notes .................    7.500      2/15/05         569,250
     900,000    U.S. Treasury Notes .................    5.875     11/15/05         871,875
   3,400,000    U.S. Treasury Notes .................    7.000      7/15/06       3,471,189
   1,900,000    U.S. Treasury Notes .................    6.125      8/15/07       1,859,032
     875,000    U.S. Treasury Notes .................    6.500      2/15/10         887,852
------------                                                                   ------------
$ 15,750,000    TOTAL U.S. TREASURY OBLIGATIONS
------------    (Amortized Cost $16,038,890) ........                          $ 15,657,627
                                                                               ------------

                U.S. GOVERNMENT AGENCY OBLIGATIONS -- 13.3%
$  1,500,000    FNMA ................................    8.500      6/15/00    $  1,515,000
   1,000,000    FHLMC ...............................    5.750      7/15/03         954,280
   1,500,000    FNMA ................................    5.625      5/15/04       1,409,276
   1,000,000    FNMA ................................    7.250      1/15/10         983,096
------------                                                                   ------------
$  5,000,000    TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS
------------    (Amortized Cost $5,040,005) .........                          $  4,861,652
                                                                               ------------
                U.S. GOVERNMENT AGENCY
                MORTGAGE-BACKED SECURITIES -- 6.7%
$     11,057    FHLMC GOLD#G-50274 ..................    7.500       6/1/00    $     11,040
       2,737    FHLMC GNOME #200068 .................    8.000       3/1/02           2,756
       9,952    FNMA DWARF #51935 ...................    8.000       4/1/02           9,960
      34,122    FHLMC GOLD #140094 ..................    7.500       5/1/05          33,492
     400,000    FNMA ................................    5.750      6/15/05         372,775
     378,585    FHLMC REMIC #1404-D .................    6.800      1/15/06         377,343
      25,618    FNMA DWARF #50480 ...................    8.000       9/1/06          25,743
     331,287    FNMA REMIC #92-24H ..................    7.500     11/25/06         331,559
      53,167    FHLMC REMIC #1523-PE ................    6.000     10/15/15          53,034
     139,796    FHLMC REMIC #1522-C .................    6.000      8/15/16         139,371
     352,310    FNMA REMIC #94-29PE .................    6.000      5/25/18         349,816
       6,260    GNMA #285639 ........................    9.000      2/15/20           6,463
     409,455    FHLMC REMIC #1699-C .................    6.200      2/15/24         407,019
     337,890    FNMA REMIC #250322 ..................    7.500       8/1/25         329,570
------------                                                                   ------------
$  2,492,236    TOTAL U.S. GOVERNMENT AGENCY
------------    MORTGAGE-BACKED SECURITIES
                (Amortized Cost $2,442,932) .........                          $  2,449,941
                                                                               ------------
</TABLE>

                                                                              11
<PAGE>

<TABLE>
<CAPTION>
SHORT/INTERMEDIATE TERM FIXED-INCOME FUND
PORTFOLIO OF INVESTMENTS (CONTINUED)
===========================================================================================
     PAR                                                                          MARKET
    VALUE       INVESTMENT SECURITIES -- 102.4%          RATE      MATURITY        VALUE
                (CONTINUED)
-------------------------------------------------------------------------------------------
                OTHER MORTGAGE-BACKED SECURITIES -- 0.9%
<S>             <C>                                     <C>        <C>         <C>
$    161,866    Advanta Home Equity Loan Trust #92-1A    7.875      9/25/08    $    161,133
     158,442    CMC Securities Corp. III #94-B ......    6.000      2/25/09         157,678
------------                                                                   ------------
$    320,308    TOTAL OTHER MORTGAGE-BACKED SECURITIES
------------    (Amortized Cost $321,045)                                      $    318,811
                                                                               ------------

                ASSET-BACKED SECURITIES --  0.3%
$    107,034    J.C. Penney Credit Card Trust #B-A
------------    (Amortized Cost $108,470) ...........    8.950     10/15/01     $   106,747
                                                                                -----------

                CORPORATE BONDS --  38.2%
$  1,000,000    Alco Standard .......................    8.875      4/15/01       1,013,338
   1,000,000    Conseco, Inc. .......................    6.400      6/15/01         750,000
   1,175,000    EOP Operating LP ....................    6.376      2/15/02       1,143,467
     888,000    Rep Ny Corp. ........................    7.250      7/15/02         876,919
   1,000,000    Asian Development Bank ..............    5.750      5/19/03         954,098
     350,000    Simon Debart LP .....................    6.625      6/15/03         329,985
   1,000,000    Salomon Smith Barney Holdings, Inc. .    6.625     11/15/03         964,335
   1,300,000    Household Finance Corp. .............    5.875      9/25/04       1,194,921
     750,000    Lehman Brothers Holdings ............    7.750      1/15/05         729,460
   1,100,000    Emerson Electric ....................    7.875       6/1/05       1,113,930
   1,000,000    Chilgener S.A .......................    6.500      1/15/06         877,714
   1,000,000    Worldcom, Inc. ......................    8.000      5/15/06       1,000,484
     252,000    National Rural Utilities ............    5.750      11/1/08         219,930
   1,000,000    Goldman Sachs .......................    7.800      1/28/10         961,382
     725,000    Sempra Energy .......................    7.950       3/1/10         708,395
     400,000    MONY Group, Inc. ....................    8.350      3/15/10         391,567
     800,000    Penney (J.C.) Co. ...................    7.400       4/1/37         701,288
------------                                                                   ------------
$ 14,740,000    TOTAL CORPORATE BONDS
------------    (Amortized Cost $14,568,368) ........                          $ 13,931,213
                                                                               ------------

$ 38,409,578    TOTAL INVESTMENT SECURITIES
============    (Amortized Cost $38,519,710) ........                          $ 37,325,991
                                                                               ============
</TABLE>

12
<PAGE>

<TABLE>
<CAPTION>
SHORT/INTERMEDIATE TERM FIXED-INCOME FUND
PORTFOLIO OF INVESTMENTS (CONTINUED)
===========================================================================================
    FACE                                                                         MARKET
   AMOUNT       REPURCHASE AGREEMENTS(A) -- 0.4%                                  VALUE
-------------------------------------------------------------------------------------------
<S>             <C>                                                            <C>
$    134,855    Fifth Third Bank, 5.90%, dated 5/31/00,
============    due 6/01/00, repurchase proceeds $134,877                      $    134,855
                                                                               ------------
                TOTAL INVESTMENT SECURITIES AND
                REPURCHASE AGREEMENTS -- 102.8% .....                          $ 37,460,846

                LIABILITIES IN EXCESS OF OTHER ASSETS -- (2.8%)                  (1,016,514)
                                                                               ------------

                NET ASSETS -- 100.0% ................                          $ 36,444,332
                                                                               ============
</TABLE>

(A)  Repurchase   agreements  are  fully   collateralized  by  U.S.   Government
     obligations

FHLMC - Federal Home Loan Mortgage Corporation.
FNMA - Federal National Mortgage Association.
GNMA - Government National Mortgage Association.
DWARF - A 15-year mortgage pool issued by FNMA.
GNOME - A 15-year mortgage pool issued by FHLMC.
REMIC - Real Estate Mortgage Investment Conduit.
GOLD - A 30-year  mortgage  pool issued by FHLMC with a shorter  coupon  payment
       delay period.

See accompanying notes to financial statements.

                                                                              13
<PAGE>

EQUITY FUND
PORTFOLIO OF INVESTMENTS
MAY 31, 2000 (UNAUDITED)
================================================================================
                                                                       MARKET
COMMON STOCKS -- 97.5%                                    SHARES        VALUE
--------------------------------------------------------------------------------
TECHNOLOGY-- 23.7%
3Com Corp. * .....................................        21,500    $    898,969
Applied Materials, Inc. * ........................         6,000         501,000
At Home Corp. * ..................................        39,500         730,750
Compaq Computer Corp. ............................        41,000       1,076,250
Dell Computer Corp. * ............................        10,500         452,813
EMC Corp. * ......................................         9,186       1,068,447
Hewlett-Packard Co. ..............................        12,600       1,513,575
Honeywell International, Inc. ....................        15,200         831,250
Intel Corp. ......................................         9,600       1,196,400
Microsoft Corp. * ................................        16,000       1,001,000
Motorola, Inc. ...................................        13,000       1,218,750
Nortel Networks Corp. ............................        20,000       1,086,250
QUALCOMM, Inc. * .................................         4,500         298,688
Siebel Systems, Inc. * ...........................           136          15,912
Vodafone Airtouch PLC ............................        32,000       1,466,000
                                                                    ------------
                                                                      13,356,054
                                                                    ------------
HEALTH CARE-- 13.8%
Abbott Laboratories ..............................        35,700       1,452,544
Becton, Dickinson & Co. ..........................        47,500       1,386,406
Bristol-Myers Squibb Co. .........................        15,500         853,469
Guidant Corp. * ..................................        28,000       1,417,500
Lilly (Eli) & Co. ................................        17,500       1,332,188
Schering-Plough Corp. ............................        27,000       1,306,125
                                                                    ------------
                                                                       7,748,232
                                                                    ------------
FINANCIAL SERVICES-- 12.0%
American Express Co. .............................        18,000         968,625
American International Group, Inc. ...............         9,608       1,081,500
Chubb Corp. ......................................        15,500       1,085,000
Citigroup, Inc. ..................................        13,500         839,531
Fannie Mae .......................................        26,700       1,605,338
FleetBoston Financial Corp. ......................        30,688       1,160,390
                                                                    ------------
                                                                       6,740,384
                                                                    ------------
CAPITAL GOODS-- 10.2%
Avery Dennison Corp. .............................        21,000       1,286,250
Danaher Corp. ....................................        21,500       1,036,031
Illinois Tool Works, Inc. ........................         9,000         522,563
Molex, Inc. - Class A ............................        32,132       1,184,886
Thermo Electron Corp. * ..........................        89,750       1,665,984
                                                                    ------------
                                                                       5,695,714
                                                                    ------------
COMMUNICATION SERVICES-- 9.8%
America Online, Inc. * ...........................        11,000         583,000
AT&T Corp. .......................................        30,500       1,057,969
Leap Wireless International, Inc. * ..............         1,750          77,000
Lucent Technologies, Inc. ........................        20,000       1,147,500
Qwest Communications International, Inc. * .......        17,000         719,312
SBC Communications, Inc. .........................        12,000         524,250

14
<PAGE>

EQUITY FUND
PORTFOLIO OF INVESTMENTS (CONTINUED)
================================================================================
                                                                       MARKET
COMMON STOCKS -- 97.5% (CONTINUED)                        SHARES        VALUE
--------------------------------------------------------------------------------
COMMUNICATION SERVICES-- 9.8% (Continued)
US WEST, Inc. ....................................         7,000    $    504,000
WorldCom, Inc. * .................................        23,000         865,375
                                                                    ------------
                                                                       5,478,406
                                                                    ------------
CONSUMER STAPLES-- 9.5%
Bestfoods ........................................        20,000       1,290,000
Gillette Co. .....................................        17,500         584,062
McDonald's Corp. .................................        25,000         895,312
PepsiCo, Inc. ....................................        27,800       1,131,112
Sysco Corp. ......................................        33,500       1,404,906
                                                                    ------------
                                                                       5,305,392
                                                                    ------------
ENERGY-- 8.4%
Apache Corp. .....................................        11,000         669,625
Conoco, Inc. - Class B ...........................        51,468       1,466,838
Exxon Mobil Corp. ................................        19,201       1,599,683
Schlumberger Ltd. ................................        13,500         993,094
                                                                    ------------
                                                                       4,729,240
                                                                    ------------
BASIC MATERIALS-- 4.0%
Du Pont (E.I.) de Nemours and Co. ................        14,587         714,763
Ecolab, Inc. .....................................        39,300       1,503,225
                                                                    ------------
                                                                       2,217,988
                                                                    ------------
CONSUMER CYCLICALS-- 3.5%
H&R Block, Inc. ..................................        33,000       1,018,875
Nike, Inc. - Class B .............................        22,500         964,688
                                                                    ------------
                                                                       1,983,563
                                                                    ------------
TRANSPORTATION-- 2.6%
Landstar System, Inc. * ..........................        27,900       1,485,675
                                                                    ------------

TOTAL COMMON STOCKS (Cost $40,725,444) ...........                  $ 54,740,648
                                                                    ------------

================================================================================
                                                         FACE         MARKET
REPURCHASE AGREEMENTS(A) -- 2.3%                        AMOUNT         VALUE
--------------------------------------------------------------------------------
Fifth Third Bank, 5.90%, dated 5/31/00, due
6/01/00, repurchase proceeds $1,261,479 ..........   $  1,261,272   $  1,261,272
                                                     ============   ------------

TOTAL COMMON STOCKS AND REPURCHASE AGREEMENTS -- 99.8%              $ 56,001,920

OTHER ASSETS IN EXCESS OF LIABILITIES -- 0.2% ....                       126,513
                                                                    ------------

NET ASSETS -- 100.0% .............................                  $ 56,128,433
                                                                    ============

 *   Non-income producing security.
(A)  Repurchase   agreements  are  fully   collateralized  by  U.S.   Government
     obligations.
ADR - American Depository Receipt.

See accompanying notes to financial statements.

                                                                              15
<PAGE>

BRUNDAGE, STORY AND ROSE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2000 (UNAUDITED)
================================================================================

1.   ORGANIZATION
Brundage,  Story and Rose Investment  Trust (the Trust) was organized as an Ohio
business  trust on  October 1,  1990.  The Trust  offers two series of shares to
investors:  the Brundage,  Story and Rose  Short/Intermediate  Term Fixed-Income
Fund and the Brundage, Story and Rose Equity Fund (collectively, the Funds). The
Trust commenced  operations on December 3, 1990, when Brundage,  Story and Rose,
LLC (the  Adviser)  purchased  the initial  5,000 shares of each Fund at $10 per
share. The public offering of shares commenced on January 2, 1991.

The Brundage, Story and Rose Short/Intermediate Term Fixed-Income Fund (the Bond
Fund)  seeks to provide a higher and more  stable  level of income  than a money
market fund but with more  volatility and with more  principal  stability than a
mutual fund investing in intermediate and long-term fixed-income  securities but
at a lower  level of  income.  The Bond  Fund  invests  primarily  in short  and
intermediate-term fixed-income securities.

The  Brundage,  Story and Rose Equity  Fund (the  Equity  Fund) seeks to provide
protection and enhancement of capital, current income and growth of income.

2.   SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the Funds' significant accounting policies:

Securities  valuation -- The Funds'  portfolio  securities  are valued as of the
close of the regular session of trading on the New York Stock Exchange (normally
4:00 p.m., Eastern time).  Securities which are traded on stock exchanges or are
quoted by NASDAQ are valued at the last reported sale price or, if not traded on
a  particular  day,  at  the  closing  bid  price.   Securities  traded  in  the
overthe-counter  market,  and which are not quoted by NASDAQ,  are valued at the
last sale price,  if available,  otherwise,  at the last quoted bid price.  U.S.
Government and agency obligations,  asset-backed  securities and corporate bonds
are valued at their most  recent bid price as  obtained  from one or more of the
major  market  makers for such  securities  or are valued on the basis of prices
provided by an independent pricing service giving  consideration to such factors
as maturity,  coupon,  issuer and type of security.  Securities for which market
quotations  are not readily  available are valued at fair value as determined in
good faith in accordance with consistently applied procedures established by and
under the general supervision of the Board of Trustees.

Repurchase agreements -- Repurchase agreements, which are collateralized by U.S.
Government  obligations,  are  valued  at  cost  which,  together  with  accrued
interest,  approximates market.  Collateral for repurchase agreements is held in
safekeeping in the customer-only  account of the Funds' custodian at the Federal
Reserve  Bank.  At the time each Fund enters into a  repurchase  agreement,  the
seller agrees that the value of the  underlying  securities,  including  accrued
interest,  will  be  equal  to or  exceed  the  face  amount  of the  repurchase
agreement.  Each Fund enters into repurchase  agreements only with  institutions
deemed to be creditworthy by the Adviser,  including the Funds' custodian, banks
having  assets in excess of $10 billion and primary U.S.  Government  securities
dealers.

Share  valuation  -- The net  asset  value of each Fund is  calculated  daily by
dividing the total value of that Fund's assets, less liabilities,  by the number
of shares outstanding.  The offering and redemption price per share of each Fund
are equal to the net asset value per share.

Investment  income -- Interest  income is accrued as earned.  Dividend income is
recorded on the ex-dividend date. Discounts and premiums on securities purchased
are amortized in accordance with income tax regulations.

Distributions  to shareholders -- Dividends  arising from net investment  income
for the Bond Fund are declared  daily and paid monthly.  Dividends  arising from
net investment income for the Equity Fund are declared and paid quarterly.  With
respect to each Fund,  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 each year.  Income  distributions and capital
gain distributions are determined in accordance with income tax regulations.

Security  transactions -- Security transactions are accounted for on trade date.
Securities sold are accounted for on a specific identification basis.

16
<PAGE>

Securities  traded  on a  to-be-announced  basis -- The Bond  Fund  periodically
trades  portfolio  securities  on a  "to-be-announced"  (TBA)  basis.  In a  TBA
transaction,  the Fund has  committed  to  purchase  securities  for  which  all
specific information is not yet known at the time of the trade, particularly the
face amount and maturity date in  mortgage-backed  and  asset-backed  securities
transactions.  Securities  purchased  on a TBA basis are  recorded  on the trade
date,  however,  they are not  settled  until  they are  delivered  to the Fund,
normally  15  to 45  days  later.  These  transactions  are  subject  to  market
fluctuations  and their  current  value is  determined in the same manner as for
other portfolio securities. When effecting such transactions, assets of a dollar
amount  sufficient to make payment for the portfolio  securities to be purchased
are placed in a segregated account on the trade date.

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 of income and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Federal  income  tax -- It is each  Fund's  policy  to comply  with the  special
provisions  of the  Internal  Revenue Code  available  to  regulated  investment
companies.  As provided therein, in any fiscal year in which a Fund so qualifies
and  distributes  at least 90% of its taxable net income,  the Fund (but not the
shareholders) will be relieved of federal income tax on the income  distributed.
Accordingly, no provision for income taxes has been made.

In  order  to  avoid  imposition  of the  excise  tax  applicable  to  regulated
investment  companies,  it is also each Fund's intention to declare as dividends
in each calendar year at least 98% of its net  investment  income (earned during
the calendar year) and 98% of its net realized  capital gains (earned during the
fiscal year ended November 30) plus undistributed amounts from prior years.

The  following  information  is based upon federal  income tax cost of portfolio
investments (excluding repurchase agreements) as of May 31, 2000:

--------------------------------------------------------------------------------
                                                      BOND            EQUITY
                                                      FUND             FUND
--------------------------------------------------------------------------------
Gross unrealized appreciation ................    $     82,283     $ 16,681,220
Gross unrealized depreciation ................      (1,280,012)      (2,791,395)
                                                  ------------     ------------
Net unrealized appreciation (depreciation) ...    $ (1,197,729)    $ 13,889,825
                                                  ============     ============
Federal income tax cost ......................    $ 38,658,575     $ 42,112,095
                                                  ============     ============
--------------------------------------------------------------------------------

The difference  between the financial  statement cost and the federal income tax
cost of  portfolio  investments  is due to  certain  timing  differences  in the
recognition of capital losses under generally accepted accounting principles and
income tax regulations.

As of May 31,  2000,  the Bond Fund had capital loss  carryforwards  for federal
income tax purposes of $153,995 which expire on November 30, 2007. These capital
loss carryforwards may be utilized in the current and future years to offset net
realized gains prior to distributing any such gains to shareholders.

3.   INVESTMENT TRANSACTIONS
Cost  of  purchases  and  proceeds  from  sales  and  maturities  of  investment
securities,  other than  short-term  investments,  amounted to  $33,581,942  and
$34,917,321,  respectively,  for the Bond Fund, and $19,533,276 and $17,987,240,
respectively, for the Equity Fund during the six months ended May 31, 2000.

4.   TRANSACTIONS WITH AFFILIATES
Certain  Trustees  and  officers  of the Trust are  principals  of the  Adviser.
Certain  officers of the Trust are officers of Integrated  Fund  Services,  Inc.
(IFS), the  administrative  services agent,  shareholder  servicing and transfer
agent, and accounting services agent for the Trust, or of IFS Fund Distributors,
Inc., the exclusive underwriter of the Funds' shares.

As of May 31, 2000, the Adviser,  principals of the Adviser and certain employee
benefit plans of the Adviser were,  collectively,  a significant  shareholder of
record of each Fund.

ADVISORY AGREEMENT
Each Fund's  investments are managed by the Adviser  pursuant to the terms of an
Advisory Agreement.  Under the Advisory Agreement,  the Bond Fund and the Equity
Fund each pay the Adviser a fee, computed and accrued daily and paid monthly, at
an annual rate of 0.50% and 0.65%, respectively, of average daily net assets.

                                                                              17
<PAGE>

In order  to  reduce  the  operating  expenses  of the Bond  Fund,  the  Adviser
voluntarily waived $88,418 of its investment advisory fees during the six months
ended May 31, 2000.

ADMINISTRATIVE SERVICES AGREEMENT
Under the terms of an  Administrative  Services  Agreement  with the Trust,  IFS
supplies   non-investment   related  statistical  and  research  data,  internal
regulatory compliance services and executive and administrative services for the
Funds. IFS supervises the preparation of tax returns, reports to shareholders of
the Funds,  reports to and filings with the Securities  and Exchange  Commission
and state  securities  commissions  and  materials  for meetings of the Board of
Trustees.  For these  services,  IFS receives a monthly fee from each Fund at an
annual rate of 0.20% on each Fund's  respective  average  daily net assets up to
$50 million;  0.175% on such net assets between $50 and $100 million;  and 0.15%
on such net  assets in  excess  of $100  million,  subject  to a $1,000  minimum
monthly fee from each Fund.

TRANSFER AGENT AND SHAREHOLDER SERVICE AGREEMENT
Under the terms of the Transfer,  Dividend  Disbursing,  Shareholder Service and
Plan  Agency  Agreement  with the  Trust,  IFS  maintains  the  records  of each
shareholder's   account,   answers  shareholders'   inquiries  concerning  their
accounts,  processes  purchases and  redemptions of each Fund's shares,  acts as
dividend  and  distribution  disbursing  agent and  performs  other  shareholder
service functions.  For these services,  IFS receives a monthly fee at an annual
rate of  $19.50  per  shareholder  account  from the Bond  Fund and  $15.00  per
shareholder  account from the Equity Fund,  subject to a $1,200 minimum  monthly
fee from each  Fund.  In  addition,  each Fund pays IFS  out-of-pocket  expenses
including, but not limited to, postage and supplies.

ACCOUNTING SERVICES AGREEMENT
Under  the  terms of the  Accounting  Services  Agreement  with the  Trust,  IFS
calculates the daily net asset value per share and maintains the financial books
and records of each Fund. For these services,  IFS receives a monthly fee, based
on current asset levels, of $3,000 from the Bond Fund and $2,700 from the Equity
Fund. In addition, each Fund pays certain out-of-pocket expenses incurred by IFS
in obtaining valuations of such Fund's portfolio securities.

PLAN OF DISTRIBUTION
The Trust has  adopted a plan of  distribution  (the Plan) under which each Fund
may  directly  incur or  reimburse  the  Adviser  for  expenses  related  to the
distribution and promotion of Fund shares.  The annual limitation for payment of
such  expenses  under the Plan is 0.25% of the average  daily net assets of each
Fund.

5.   CAPITAL SHARE TRANSACTIONS
Proceeds  and  payments  on capital  shares  sold and  redeemed  as shown in the
Statements  of Changes in Net  Assets  are the result of the  following  capital
share transactions for the periods shown:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                                         BOND FUND                    EQUITY FUND
                                                 -------------------------     -------------------------
                                                 SIX MONTHS                    SIX MONTHS
                                                   ENDED           YEAR          ENDED           YEAR
                                                   MAY 31,        ENDED          MAY 31,        ENDED
                                                    2000       NOVEMBER 30,       2000       NOVEMBER 30,
                                                 (UNAUDITED)       1999        (UNAUDITED)       1999
--------------------------------------------------------------------------------------------------------
<S>                                                 <C>            <C>            <C>            <C>
Shares sold .................................       187,338        412,442        186,843        183,550
Shares issued in reinvestment
   of distributions to shareholders .........        96,615        191,704        194,269        145,475
Shares redeemed .............................      (398,370)      (473,265)      (112,219)      (173,018)
                                                 ----------     ----------     ----------     ----------
Net increase (decrease) in shares outstanding      (114,417)       130,881        268,893        156,007
Shares outstanding, beginning of year .......     3,709,392      3,578,511      2,246,131      2,090,124
                                                 ----------     ----------     ----------     ----------
Shares outstanding, end of year .............     3,594,975      3,709,392      2,515,024      2,246,131
                                                 ==========     ==========     ==========     ==========
--------------------------------------------------------------------------------------------------------
</TABLE>

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