MAPLEWOOD INVESTMENT TRUST /MA/
N-30D, 1999-04-30
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================================================================================

                          MISSISSIPPI OPPORTUNITY FUND
                          ----------------------------


                                  ANNUAL REPORT
                                February 28, 1999


     INVESTMENT ADVISOR                                   ADMINISTRATOR
     ------------------                                   -------------
VECTOR MONEY MANAGEMENT, INC.                    COUNTRYWIDE FUND SERVICES, INC.
       4266 I-55 North                                  312 Walnut Street
          Suite 102                                       P.O. Box 5354
      Jackson, MS 39211                            Cincinnati, Ohio 45201-5354
       1.601.981.1773                                     1.800.543.8721

================================================================================

<PAGE>

                        The Mississippi Opportunity Fund
- --------------------------------------------------------------------------------

Investment Advisor                                   Shareholder Service
Vector Money Management, Inc.                        P.O. Box 5354
4266 I-55 North, Suite 102                           Cincinnati, Ohio 45201-5354
Jackson, Mississippi 39211                           (800) 543.8721

April 19, 1999

Dear Fellow Shareholder,

The fiscal year 1999 was an extraordinary one for the financial markets.  It was
pivotal in the sense that the old threat of inflation  gave way to a new reality
of  deflation.  The catalyst for this  dramatic  change of  perspective  was the
default  by  Russia  in late  August  on  much of  their  government  debt.  The
collapsing price of oil, Russia's primary source of hard currency,  forced their
hand and put  severe  stress on other oil  exporting  nations  as well as energy
companies  worldwide.  The world's  central  bankers  reacted by providing  some
relief in the form of lower short-term interest rates.

The deflation that hammered Russia and the oil sector also had a negative impact
on the farm belt, where agricultural  prices dropped across the board during the
period.  In addition,  fiscal 1999 saw another  year where large  capitalization
stocks  dramatically  outperformed  small  and  mid-capitalization  stocks.  The
Russell 2000 Index (down 14.00%) trailed the S&P 500 Index (up 19.74%) by 33.74%
during the course of the year. While The Mississippi  Opportunity Fund performed
extremely  well in 1997 and through  spring 1998, it was doubly  challenged  the
remainder   of  the  fiscal  year  by  the   difficult   environment   for  both
commodity-based  industries and mid/small  capitalization stocks. The Fund ended
the  fiscal  year  down  18.57%.   Twenty-one  of  the  twenty-three   companies
headquartered in Mississippi saw their equity share price decline during 1998.

Technology was the bright spot, with WorldCom's  successful  acquisition of MCI,
SkyTel's  continuing  progress with  advanced  messaging and Delta & Pine Land's
continuing advances in biotechnology.

Sincerely,

/s/ Ashby M. Foote III

Ashby M. Foote III
President
Vector Money Management

<PAGE>

          Comparison of the Change in Value of a $10,000 Investment in
 the Mississippi Opportunity Fund, the S&P 500 Index and the Russell 2000 Index

               MISSISSIPPI         S&P 500 INDEX:         RUSSELL 2000 INDEX:
            OPPORTUNITY FUND:   (w/ reinvested divds)    (w/ reinvested divds)
            -----------------   ---------------------    ---------------------
                             
02/28/99         $12,967               $26,618                  $15,830

Past performance is not predictive of future performance.

                          ----------------------------
                          Mississippi Opportunity Fund
                          Average Annual Total Returns

                          1 Year      Since Inception*
                          (21.42)%          6.88%
                          ----------------------------

* Fund inception was April 4, 1995

<PAGE>

                          MISSISSIPPI OPPORTUNITY FUND

                       STATEMENT OF ASSETS AND LIABILITIES

                               February 28, 1999


ASSETS:
      Investment securities, at market value (cost $2,904,255)        $3,280,867
      Dividends receivable                                                 1,606
      Receivable for capital shares sold                                      48
      Receivable from Advisor                                              9,216
      Organization expenses, net (note 1)                                  9,829
      Other assets                                                         2,828
                                                                      ----------
           TOTAL ASSETS                                                3,304,394
                                                                      ----------
LIABILITIES:
      Bank overdraft                                                       7,158
      Covered call options, at market value                               57,250
           (premiums received $30,314) (note 4)
      Payable for capital shares redeemed                                  4,000
      Payable to affiliates (note 3)                                      57,177
      Other accrued expenses and liabilities                              20,343
                                                                      ----------
           TOTAL LIABILITIES                                             145,928
                                                                      ----------

NET ASSETS                                                            $3,158,466
                                                                      ==========
NET ASSETS CONSIST OF:
      Paid-in capital                                                 $2,781,400
      Accumulated net realized gains from
           security transactions                                          27,390
      Net unrealized appreciation on investments                         349,676
                                                                      ----------
           NET ASSETS                                                 $3,158,466
                                                                      ==========
Shares of beneficial interest outstanding (unlimited
      number of shares authorized, no par value)                         238,573
                                                                      ==========

Net asset value and redemption price per share (note 1)               $    13.24
                                                                      ==========

Maximum offering price per share (note 1)                             $    13.72
                                                                      ==========

See accompanying notes to financial statements.

<PAGE>

                          MISSISSIPPI OPPORTUNITY FUND

                             STATEMENT OF OPERATIONS

                      For the Year Ended February 28, 1999


INVESTMENT INCOME:
       Dividends                                                      $  34,963
                                                                      ---------

EXPENSES:
       Investment advisory fees (note 3)                                 34,546
       Accounting services fees (note 3)                                 24,000
       Trustees' fees and expenses                                       22,401
       Distribution expense (note 3)                                     19,752
       Professional fees                                                 13,865
       Transfer agent fees (note 3)                                      12,000
       Administrative fees (note 3)                                      12,000
       Insurance expense                                                 11,257
       Amortization of organization expenses (note 1)                     9,074
       Postage and supplies                                               5,902
       Custodian fees                                                     4,652
       Shareholder report costs                                           4,082
       Registration fees                                                  1,285
       Pricing costs                                                      1,251
                                                                      ---------
            TOTAL EXPENSES                                              176,067
       Fees waived and expenses reimbursed by the Advisor (note 3)      (92,121)
                                                                      ---------
            NET EXPENSES                                                 83,946
                                                                      ---------

NET INVESTMENT LOSS                                                     (48,983)
                                                                      ---------

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
       Net realized gains from security transactions                     96,243
       Net realized losses from option contracts written                (68,870)
       Net decrease in unrealized appreciation on investments          (868,229)
                                                                      ---------
            NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS          (840,856)
                                                                      ---------

NET DECREASE IN NET ASSETS FROM OPERATIONS                            $(889,839)
                                                                      =========

See accompanying notes to financial statements.

<PAGE>

                          MISSISSIPPI OPPORTUNITY FUND

                       STATEMENTS OF CHANGES IN NET ASSETS

                 For the Years Ended February 28, 1999 and 1998

<TABLE>
<CAPTION>
                                                                             YEAR            YEAR
                                                                            ENDED           ENDED
                                                                        FEB. 28, 1999   FEB. 28, 1998
                                                                        -------------   -------------
FROM OPERATIONS:
<S>                                                                      <C>             <C>         
    Net investment loss                                                  $   (48,983)    $   (36,000)
    Net realized gains (losses) on:
         Security transactions                                                96,243         (10,559)
         Option contracts written                                            (68,870)         12,869
    Net increase (decrease) in unrealized appreciation on investments       (868,229)      1,012,122
                                                                         -----------     -----------
         NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS              (889,839)        978,432
                                                                         -----------     -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
    From net realized gains, Class A                                          (2,309)        (10,117)
    From net realized gains, Class C                                              --          (3,925)
                                                                         -----------     -----------
         DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS            (2,309)        (14,042)
                                                                         -----------     -----------
FROM CAPITAL SHARE TRANSACTIONS:
CLASS A:
    Proceeds from shares sold                                                948,401         589,562
    Net asset value of shares issued in
         reinvestment of distributions to shareholders                         2,267           9,839
    Net asset value of shares converted from Class C (note 1)                     --       1,077,120
    Payment for shares redeemed                                             (900,544)       (185,908)
                                                                         -----------     -----------
         NET INCREASE IN NET ASSETS FROM CLASS A SHARE TRANSACTIONS           50,124       1,490,613
                                                                         -----------     -----------
CLASS C:
    Proceeds from shares sold                                                     --         126,494
    Net asset value of shares issued in
         reinvestment of distributions to shareholders                            --           3,477
    Net asset value of shares converted to Class A (note 1)                       --      (1,077,120)
    Payment for shares redeemed                                                   --          (6,352)
                                                                         -----------     -----------
         NET DECREASE IN NET ASSETS FROM CLASS C SHARE TRANSACTIONS               --        (953,501)
                                                                         -----------     -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS                                     (842,024)      1,501,502

NET ASSETS:
    Beginning of year                                                      4,000,490       2,498,988
                                                                         -----------     -----------
    End of year                                                          $ 3,158,466     $ 4,000,490
                                                                         ===========     ===========

SUMMARY OF CAPITAL SHARE ACTIVITY:
CLASS A:
    Shares sold                                                               59,013          40,778
    Shares issued in reinvestment of distributions to shareholders               158             624
    Shares converted (note 1)                                                     --          66,203
    Shares redeemed                                                          (66,510)        (15,679)
                                                                         -----------     -----------
    Net increase (decrease) in shares outstanding                             (7,339)         91,926
    Shares outstanding, beginning of year                                    245,912         153,986
                                                                         -----------     -----------
    Shares outstanding, end of year                                          238,573         245,912
                                                                         ===========     ===========

CLASS C:
    Shares sold                                                                   --           8,656
    Shares issued in reinvestment of distributions to shareholders                --             223
    Shares converted (note 1)                                                     --         (67,152)
    Shares redeemed                                                               --            (430)
                                                                         -----------     -----------
    Net decrease in shares outstanding                                            --         (58,703)
    Shares outstanding, beginning of year                                         --          58,703
                                                                         -----------     -----------
    Shares outstanding, end of year                                               --              --
                                                                         ===========     ===========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                          MISSISSIPPI OPPORTUNITY FUND

                              FINANCIAL HIGHLIGHTS

                 Selected Per Share Data and Ratios for a Share
                       Outstanding Throughout Each Period

<TABLE>
<CAPTION>
                                                                   YEAR ENDED       YEAR ENDED       YEAR ENDED      PERIOD ENDED
                                                                  FEBRUARY 28,     FEBRUARY 28,     FEBRUARY 28,     FEBRUARY 29,
                                                                      1999             1998             1997           1996 (A)
                                                                  -----------      -----------      -----------      -----------
<S>                                                               <C>              <C>              <C>              <C>        
NET ASSET VALUE AT BEGINNING OF PERIOD                            $     16.27      $     11.78      $     11.22      $     10.00

INCOME (LOSS) FROM INVESTMENT OPERATIONS:
     Net investment loss                                                (0.21)           (0.13)           (0.10)           (0.03)
     Net realized and unrealized gains (losses) on investments          (2.81)            4.68             0.76             1.27
                                                                  -----------      -----------      -----------      -----------
         TOTAL FROM INVESTMENT OPERATIONS                               (3.02)            4.55             0.66             1.24
                                                                  -----------      -----------      -----------      -----------
DISTRIBUTIONS TO SHAREHOLDERS:
     From net realized gains from security transactions                 (0.01)           (0.06)           (0.10)           (0.02)
                                                                  -----------      -----------      -----------      -----------

NET ASSET VALUE AT END OF PERIOD                                  $     13.24      $     16.27      $     11.78      $     11.22
                                                                  ===========      ===========      ===========      ===========

TOTAL RETURN (B)                                                     (18.57)%           38.64%            5.92%           12.41%
                                                                  ===========      ===========      ===========      ===========

NET ASSETS AT END OF PERIOD                                       $ 3,158,466      $ 4,000,490      $ 1,813,797      $ 1,448,527
                                                                  ===========      ===========      ===========      ===========
RATIO OF EXPENSES TO AVERAGE NET ASSETS:
     Before expense reimbursements and waived fees                      4.46%            4.88%            5.29%            6.90%(C)
     After expense reimbursements and waived fees (note 3)              2.13%            2.12%            2.11%            2.12%(C)

RATIO OF NET INVESTMENT LOSS TO AVERAGE NET ASSETS                    (1.24)%          (1.03)%          (4.08)%          (5.20)%(C)

PORTFOLIO TURNOVER RATE                                                   19%              14%              15%               7%
</TABLE>

(A)  Represents the period from the  commencement of operations  (April 4, 1995)
     through February 29, 1996.

(B)  Total returns shown exclude the effect of applicable sales loads.

(C)  Annualized.

See accompanying notes to financial statements.

<PAGE>

                          MISSISSIPPI OPPORTUNITY FUND

                            PORTFOLIO OF INVESTMENTS

                                February 28, 1999

                                                                       Market
    Shares                                                              Value
    ------                                                              -----
             COMMON STOCKS - 102.5%
             UTILITIES - 21.0%
     8,050     MCI WorldCom, Inc. (a)(b)                             $  664,125
                                                                     ----------

             CONSUMER, CYCLICAL - 19.0%
    22,000     Back Yard Burgers, Inc. (a)                               44,000
     5,000     Cavalier Homes, Inc.                                      50,000
     4,000     Chromcraft Revington, Inc. (a)                            57,250
     2,000     Cooper Tire and Rubber Co.                                39,500
     6,125     Fred's, Inc.                                              85,750
     1,000     Furniture Brands International, Inc. (a)                  21,375
     1,000     Leggett & Platt, Inc.                                     20,938
     2,500     Master Graphics, Inc. (a)                                 15,312
     4,000     Saks, Inc. (a)                                           143,750
     2,250     Southwest Airlines, Inc.                                  67,781
     6,000     Stein Mart, Inc. (a)                                      54,750
                                                                     ----------
                                                                        600,406
                                                                     ----------

             TECHNOLOGY - 15.1%
       750     Nichols Research Corp. (a)                                13,219
     1,000     Powertel, Inc. (a)                                        13,000
    20,000     SkyTel Communications, Inc. (a)(b)                       360,000
     1,000     Texas Instruments, Inc. (b)                               89,187
                                                                     ----------
                                                                        475,406
                                                                     ----------

             FINANCIAL SERVICES - 13.2%
     2,800     BancorpSouth, Inc.                                        47,075
     1,500     Community Federal Bancorp, Inc.                           20,250
     1,500     Eastgroup Properties, Inc.                                26,250
     1,170     First American Corp.                                      47,458
     1,150     Hancock Holding Co.                                       52,325
     1,500     Lamar Capital Corp.                                       13,125
     3,000     Parkway Properties, Inc.                                  79,125
     4,000     Trustmark Corp.                                           84,750
     1,000     Union Planters Corp.                                      45,188
                                                                     ----------
                                                                        415,546
                                                                     ----------

             INDUSTRIAL - 10.4%
       700     Cooper Industries, Inc.                                   30,625
     7,000     Delta & Pine Land Co.                                    226,625
    10,000     Halter & Marine Group, Inc. (a)                           40,000
     4,500     KLLM Transport Services, Inc. (a)                         32,625
                                                                     ----------
                                                                        329,875
                                                                     ----------

<PAGE>

                          MISSISSIPPI OPPORTUNITY FUND

                            PORTFOLIO OF INVESTMENTS

                                February 28, 1999

                                                                       Market
    Shares                                                              Value
    ------                                                              -----

             CONSUMER, NON-CYCLICAL - 8.9%
     1,000     Baxter International, Inc.                            $   70,375
     4,500     Cal-Maine Foods, Inc.                                     23,625
     1,500     Health Management Associates, Inc. (a)                    19,406
    10,000     PSS World Medical, Inc. (a)                              113,750
     2,000     Sara Lee Corp.                                            54,375
                                                                     ----------
                                                                        281,531
                                                                     ----------

             BASIC MATERIALS - 8.0%
     5,000     ChemFirst, Inc.                                           95,000
       250     Georgia Pacific Corp.                                     18,313
       800     International Paper Co.                                   33,600
     6,000     Mississippi Chemical Corp.                                61,500
     1,000     Quanex Corp.                                              17,500
     1,485     Smurfit-Stone Container Corp. (a)                         26,823
                                                                     ----------
                                                                        252,736
                                                                     ----------

             ENERGY - 6.9%
     8,000     Callon Petroleum Co. (a)                                  75,000
     7,000     Coho Energy, Inc. (a)                                      4,156
    10,000     Friede Goldman International, Inc. (a)                   106,875
     3,600     Rowan Companies, Inc. (a)                                 31,050
                                                                     ----------
                                                                        217,081
                                                                     ----------

             TOTAL COMMON STOCKS - 102.5%                             3,236,706
                 (Cost $2,860,094)                                   ----------


             MONEY MARKET FUNDS - 1.4%
                 Performance Trust Money Market Fund                     44,161
                 (Cost $44,161)                                      ----------

             TOTAL INVESTMENT SECURITIES - 103.9%                     3,280,867
                 (Cost $2,904,255)

             LIABILITIES IN EXCESS OF OTHER ASSETS - (3.9)%            (122,401)
                                                                     ----------

             NET ASSETS - 100.0%                                     $3,158,466
                                                                     ==========

(a)  Non-income producing security.
(b)  Security covers a call option.

See accompanying notes to financial statements.

<PAGE>

                          MISSISSIPPI OPPORTUNITY FUND

                        SCHEDULE OF OPEN OPTIONS WRITTEN

                                February 28, 1999

                                                      Market          Option
                                                     Value of        Premiums
Contracts                                             Options        Received
- ---------                                           ----------      ----------
            COVERED CALL OPTIONS
    20         MCI WorldCom, Inc.,
               03/20/99 at $65                      $   36,250      $    8,531
    20         MCI WorldCom, Inc.,                                  
               03/20/99 at $75                          18,000           9,271
    30         Skytel Communications, Inc.,                         
               03/20/99 at $25                               0           4,885
    10         Texas Instruments, Inc.,                             
               04/17/99 at $99                           3,000           7,627
                                                    ----------      ----------
                                                                    
                                                    $   57,250      $   30,314
                                                    ==========      ==========
                                                                   
See accompanying notes to financial statements.

<PAGE>

                          MISSISSIPPI OPPORTUNITY FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 28, 1999

1.   SIGNIFICANT ACCOUNTING POLICIES

The  Mississippi  Opportunity  Fund is a  non-diversified,  open-end  series  of
Maplewood  Investment  Trust (the  Trust),  a registered  management  investment
company under the  Investment  Company Act of 1940 (the 1940 Act). The Trust was
organized as a  Massachusetts  business trust on August 12, 1992. The Fund began
operations on April 4, 1995.

The Fund's  investment  objective  is to  provide  long-term  capital  growth by
investing  primarily  in the  common  stocks  and  other  equity  securities  of
publicly-traded  companies  headquartered  in  Mississippi,  and those companies
having a significant presence in the state.

Prior to February  27,  1998,  the Fund  offered two classes of shares:  Class A
shares  (sold  subject  to a  maximum  front-end  sales  load  of  3.50%  and  a
distribution  fee of up to 0.50% of average daily net assets) and Class C shares
(sold subject to a distribution fee of up to 1% of average daily net assets). On
February 27, 1998, all  outstanding  Class C shares were redeemed  pursuant to a
mandatory redemption program authorized by the Board of Trustees.

The following is a summary of the Fund's significant accounting policies:

Securities  valuation -- The Fund's  portfolio  securities  are valued as of the
close  of  business  of the  regular  session  of the New  York  Stock  Exchange
(currently   4:00   p.m.,   Eastern   time).   Securities   which   are   traded
over-the-counter are valued at the last sales price, if available, otherwise, at
the last quoted bid price. Securities traded on a securities exchange are valued
based upon the closing  price on the  principal  exchange  where the security is
traded.

Share valuation -- The net asset value per share of the Fund is calculated daily
by  dividing  the total value of the Fund's  assets,  less  liabilities,  by the
number of shares  outstanding.  The maximum offering price per share is equal to
the net asset  value per share plus a sales load equal to 3.63% of the net asset
value (or 3.50% of the offering price).  The redemption price per share is 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.

Distributions to shareholders -- Dividends  arising from net investment  income,
if any, are declared and paid annually to shareholders of the 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.

Organization  expenses -- Expenses of organization have been capitalized and are
being  amortized on a  straight-line  basis over five years. In the event any of
the initial shares of the Fund are redeemed during the amortization  period, the
redemption  proceeds  will be reduced by a pro rata  portion of any  unamortized
organization  expenses in the same  proportion  as the number of initial  shares
being redeemed bears to the number of initial shares of the Fund  outstanding at
the time of the redemption.

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

<PAGE>

                          MISSISSIPPI OPPORTUNITY FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 28, 1999

Option  transactions  -- The Fund may  write  covered  call  options  for  which
premiums are received and are recorded as liabilities,  and subsequently  valued
daily at the closing prices on their primary  exchanges.  Premiums received from
writing  options which expire are treated as realized gains.  Premiums  received
from writing options which are exercised increase the proceeds used to calculate
the realized  gain or loss on the sale of the  security.  If a closing  purchase
transaction is used to terminate the Fund's obligation on a call, a gain or loss
will be  realized,  depending  upon  whether the price of the  closing  purchase
transaction  is more or less than the  premium  previously  received on the call
written. If the market price of a stock subject to a call option rises above the
exercise  price of the option,  the Fund will lose the  opportunity  for further
appreciation on that security.

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 the  Fund's  policy  to  comply  with the  special
provisions  of the Internal  Revenue  Code  applicable  to regulated  investment
companies.  As provided therein, in any fiscal year in which 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 the 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
twelve months ended October 31) plus undistributed amounts from prior years.

The  following  information  is  based  upon  the  federal  income  tax  cost of
$2,904,255  for  portfolio  securities  and $30,314 for  premiums  received  for
covered call options as of February 28, 1999:

        Gross unrealized appreciation.........................  $1,182,068
        Gross unrealized depreciation.........................    (832,392)
                                                                ----------
        Net unrealized appreciation...........................  $  349,676
                                                                ==========

Reclassification  of  capital  accounts  --  On  February  28,  1999,  the  Fund
reclassified $48,983 of accumulated net investment loss against paid-in capital.
The  reclassification,  a result  of  permanent  differences  between  financial
statement and income tax reporting requirements,  had no effect on net assets or
net asset value per share.

2.   INVESTMENT TRANSACTIONS

During the year ended  February 28, 1999,  cost of purchases  and proceeds  from
sales  and   maturities  of  investment   securities,   other  than   short-term
investments, amounted to $816,740 and $730,686, respectively.

<PAGE>

                          MISSISSIPPI OPPORTUNITY FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 28, 1999

3.   TRANSACTIONS WITH AFFILIATES

Certain officers of the Trust are also officers of Vector Money Management, Inc.
(the Advisor),  or of Countrywide Fund Services,  Inc. (CFS), the administrative
services agent, shareholder servicing and transfer agent and accounting services
agent for the Fund, or of CW Fund Distributors,  Inc., the national  distributor
of the Fund's shares.

INVESTMENT ADVISORY AGREEMENT
The  Fund's  investments  are  managed  by the  Advisor  under  the  terms of an
Investment Advisory Agreement. Under the Investment Advisory Agreement, the Fund
pays the Advisor a fee, which is computed and accrued daily and paid monthly, at
an annual rate of 0.875% of its average daily net assets.  The Advisor currently
intends to waive its investment advisory fees and reimburse expenses of the Fund
to the extent  necessary  to limit the total  operating  expenses of the Fund to
2.125% of average daily net assets.  For the year ended  February 28, 1999,  the
Advisor waived its  investment  advisory fees of $34,546 and reimbursed the Fund
$57,575 for other operating expenses.

ADMINISTRATION AGREEMENT
Under the terms of an  Administration  Agreement,  CFS  supplies  non-investment
related  administrative and compliance services for the Fund. CFS supervises the
preparation of tax returns, reports to shareholders, 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,  CFS
receives a monthly  fee at an annual rate of 0.15% on the Fund's  average  daily
net assets up to $50 million; 0.125% on the next $50 million of such net assets;
and 0.10% on such net  assets in excess  of $100  million,  subject  to a $1,000
minimum monthly fee.

TRANSFER AGENT AGREEMENT
Under the terms of a Transfer, Dividend Disbursing, Shareholder Service and Plan
Agency  Agreement,  CFS  maintains  the records of each  shareholder's  account,
answers shareholders'  inquiries concerning their accounts,  processes purchases
and  redemptions  of the  Fund's  shares,  acts  as  dividend  and  distribution
disbursing agent and performs other  shareholder  service  functions.  For these
services, CFS receives a monthly fee based on the number of shareholder accounts
in the Fund, subject to a $1,000 minimum monthly fee. In addition, the Fund pays
out-of-pocket expenses including, but not limited to, postage and supplies.

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

DISTRIBUTION PLAN
The Trust has  adopted a  Distribution  Plan (the  Plan) for  shares of the Fund
pursuant to Rule 12b-1 under the 1940 Act. The Plan  provides  that the Fund may
incur certain costs related to the  distribution  of Fund shares,  not to exceed
0.50% of average  daily net assets.  For the year ended  February 28, 1999,  the
Fund incurred $19,752 of distribution expenses.

<PAGE>

                          MISSISSIPPI OPPORTUNITY FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 28, 1999

4.   COVERED CALL OPTIONS

A summary of covered call option  contracts  during the year ended  February 28,
1999 is as follows:

                                                         Number of      Option
                                                         Contracts     Premiums
                                                         ---------     --------
 Options outstanding at beginning of year .............         30     $ 14,361
 Options written ......................................        280       99,932
 Options cancelled in closing purchase transactions ...       (140)     (71,300)
 Options expired ......................................        (90)     (12,679)
                                                          --------     --------
 Options outstanding at end of year ...................         80     $ 30,314
                                                          ========     ========

5.   MANDATORY REDEMPTION OF CAPITAL SHARES

On April 2,  1999,  all  outstanding  capital  shares of the Fund were  redeemed
pursuant to a mandatory  redemption  program authorized by the Board of Trustees
on March 22, 1999.

<PAGE>


KPMG
[LOGO]

Two Nationwide Plaza                                      Telephone 614-249-2300
Columbus, OH  43215                                       Fax 614-249-2348


                          Independent Auditors' Report
                          ----------------------------


The Board of Trustees and Shareholders
The Maplewood Investment Trust:


We have audited the accompanying statement of assets and liabilities,  including
the portfolio of investments,  of the Mississippi Opportunity Fund (the Fund), a
series of the  Maplewood  Investment  Trust,  as of February 28,  1999,  and the
related statement of operations for the year then ended, statement of changes in
net assets for each of the years in the two-year  period ended February 28, 1999
and financial  highlights for each of the years in the  three-year  period ended
February 28, 1999 and for the period April 4, 1995  (commencement of operations)
to February 29, 1996.  These financial  statements and financial  highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
February 28, 1999 by correspondence  with the custodian.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above,  present fairly, in all material respects,  the financial position of the
Mississippi  Opportunity  Fund as of February 28,  1999,  and the results of its
operations  for the year then  ended,  the changes in net assets for each of the
years in the two-year  period ended  February 28, 1999 and financial  highlights
for each of the years in the  three-year  period ended February 28, 1999 and for
the period April 4, 1995  (commencement  of  operations) to February 29, 1996 in
conformity with generally accepted accounting principles.

As  discussed  in note 5 to the  financial  statements,  on April 2,  1999,  all
outstanding  capital shares of the  Mississippi  Opportunity  Fund were redeemed
pursuant to a mandatory  redemption  program authorized by the Board of Trustees
on March 22, 1999.

/s/ KPMG LLP

Columbus, Ohio
April 9, 1999


<TABLE> <S> <C>

<ARTICLE>                     6
<CIK>                         0000891522
<NAME>                        MAPLEWOOD INVESTMENT TRUST
<SERIES>
     <NUMBER>                 5
     <NAME>                   MISSISSIPPI OPPORTUNITY FUND 
       
<S>                             <C>
<PERIOD-TYPE>                  12-MOS
<FISCAL-YEAR-END>                          FEB-28-1999
<PERIOD-END>                               FEB-28-1999
<INVESTMENTS-AT-COST>                        2,904,255
<INVESTMENTS-AT-VALUE>                       3,280,867
<RECEIVABLES>                                   10,870
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                            12,657
<TOTAL-ASSETS>                               3,304,394
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      145,928
<TOTAL-LIABILITIES>                            145,928
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     2,781,400
<SHARES-COMMON-STOCK>                          238,573
<SHARES-COMMON-PRIOR>                          245,912
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         27,390
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       349,676
<NET-ASSETS>                                 3,158,466
<DIVIDEND-INCOME>                               34,963
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  83,946
<NET-INVESTMENT-INCOME>                        (48,983)
<REALIZED-GAINS-CURRENT>                        27,373
<APPREC-INCREASE-CURRENT>                     (868,229)
<NET-CHANGE-FROM-OPS>                         (889,839)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                         2,309
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         59,013
<NUMBER-OF-SHARES-REDEEMED>                     66,510
<SHARES-REINVESTED>                                158
<NET-CHANGE-IN-ASSETS>                        (842,024)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        2,326
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           34,546
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                176,067
<AVERAGE-NET-ASSETS>                         3,948,117
<PER-SHARE-NAV-BEGIN>                            16.27
<PER-SHARE-NII>                                   (.21)
<PER-SHARE-GAIN-APPREC>                          (2.81)
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                         (.01)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              13.24
<EXPENSE-RATIO>                                   2.13
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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