IPS FUNDS
N-30D, 1999-12-14
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               Dynamic Style Rotation Fund 1999 Semi-annual Report



Fellow Shareholders:

We  are  pleased  to  present  our  Semi-annual  Report for the six months ended
May 31,  1999.  We hope  you  have  had a  chance  to  visit  your  web  site at
http://www.ipsfunds.com.  We  update  all  performance  statistics  monthly  and
portfolio  stocks daily.  The Yahoo!  Stocks button on the home page gives daily
quotes,  insider trading, news and analysis specifically on each company in your
Fund.  In Figure 1 below we have shown your Fund's  return  relative to both the
S&P 500 and the Value Line Arithmetic Composite (VLAC).

                   [GRAPHIC OMITTED but is represented below]

                  Period       V.L. Arthmetic     S&P 500    DSR Fund
                  ------       --------------     -------    --------

8/03/98           3-Aug           $ 10,000       $ 10,000     $10,000
                 31-Aug           $  8,536       $  8,556     $ 9,200
                 30-Nov           $  9,747       $ 10,431     $11,167
12/31/98         31-Dec           $ 10,145       $ 11,029     $12,283
                 29 Feb           $  9,641       $ 11,135     $12,508
05/31/99         31 May           $ 11,065       $ 11,739     $12,675

FIGURE 1. The data presented herein and below represent past performance and are
not a  guarantee  of  future  performance.  The  value  of your  investment  may
fluctuate and be worth more or less at redemption than their original cost.
<TABLE>
<CAPTION>

  TOTAL ANNUAL RETURN FOR:              DYNAMIC STYLE       VALUE LINE              S&P 500
                                        ROTATION FUND       ARITHMETIC INDEX        COMPOSITE
   <S>                                    <C>                   <C>                   <C>
  6 months ended 5/31/99                   13.51%                13.53%                12.53%
  Since inception on 8/3/99                26.75%                10.65%                17.39%
</TABLE>

The total  returns  above  include  changes  in the  Fund's  share  price,  plus
reinvestment of any dividends  (income) and capital gains (profits from the sale
of a stock). The VALUE LINE ARITHMETIC INDEX and the S&P 500 COMPOSITE have been
adjusted to reflect total return with dividends reinvested.
- -------------------------------------------------------------------------------
<PAGE>

                     TABLE 1: BREAKDOWN BY MARKET CAP
                               MAY 31, 1999

                    SECTOR         NUMBER        PERCENT
                -----------------------------------------

1              Large Caps (>$10b)     23         92.0%
2              Mid Caps                2          8.0%
3              Small Caps (<$1b)       0          0.0%
                                      --         -----

               Total                  25        100.0%

       MEDIAN MARKET CAPITALIZATION:      $64B


                       MANAGEMENT DISCUSSION AND ANALYSIS


FUND REVIEW

The Fund  employs a technique  of "Dynamic  Style  RotationSM",  the rotation or
tilting  of  the  Fund's   investment   weightings   between   large  and  small
capitalization,  and  growth and value  equity  securities  as general  economic
conditions change. By rotating the Fund's investment emphasis in accordance with
favorable market conditions for the appropriate equity investment strategy,  the
Fund  believes  that  it  will  be able to  employ  the  most  effective  equity
investment style for a given set of market conditions.

As a starting  point for the Fund on August 3 1998,  our initial style  modeling
suggested a portfolio  of large  capitalization  stocks that offer  liquidity as
well as  consistent  and  superior  earnings  growth  prospects  relative to the
market.  The specific market  capitalization  ranges of the equities in the Fund
are  illustrated in Table 1. Our principal goal in the past six months since the
annual  report  was to  position  the Fund in such a way that in the  event of a
market  downturn,  damage to the returns would be minimal,  yet still aligned in
such a way that it would  still see  gains in the  event of a market  run to the
upside.

                   [GRAPHIC OMITTED but is represented below]

     ------------------------------------------------------
     |  [Figure 2 appears here, a graphical chart,         |
     |  however, the representatives number are as         |
     |  follows:                                           |
     |                                                     |
     |    Quarter Returns:  Dynamic Style Fund             |
     |     vs. Value Line Arithmetic Composition           |
     |                                                     |
     |          IPS Dynamic Style        Value Line        |
     |          Fund Quarterly Returns   Quarterly Returns |
     |    9/98            -4.33%              -16.23%      |
     |    12/98           28.40%               19.80%      |
     |    3/99            3.53%                -3.46%      |
     |    6/99            4.58                 17.24%      |
     -------------------------------------------------------
FIGURE 2. Relative  volatility of the DSR FUND,  on a quarterly  basis,  vs. the
broad stock market as represented by the VALUE LINE ARITHMETIC COMPOSITE.


         In managing the Fund, we continually  monitor and adjust  weightings in
the portfolio among various equity investment styles and investment  disciplines
which, in our opinion, are most likely to enable the Fund to meet its investment
objective.  During the previous six months,  our  investments  in the technology
sector,  which  outperformed the overall market, had the most positive impact on
the Fund's  performance  lead by COMVERSE  TECHNOLOGY  (CMVT.O),  CISCO  SYSTEMS
(CSCO.O),  and DELL COMPUTER (DELL.O)  (although Dell is no longer in the Fund).
Our  overweighting  of the  Technology  and  Health/Pharmaceutical  sectors will
likely continue for the near future.  While this is our current  strategy in the
market,  the daily release of news  articles,  economic  statistics,  and market
sentiment can change our near-term style-based allocations.



COPYRIGHT 1999, IPS ADVISORY, INC.                                        PAGE 2


<PAGE>

While our goal is to generate superior returns, with the market hitting all-time
highs,  we are always  investing  with the downside in mind.  Style-based  stock
selection combined with tactical asset allocation is the basis for risk control,
and we are always  conscious of this fact to make sure that each addition to the
Fund  improves  its  overall  risk/reward  characteristics.  As you  can  see by
reviewing Figure 2, our attention to the risk/reward  ratio has so far minimized
the downside risk of your Fund. Please bear in mind, though, that our ability to
manage  risk in the past  does not mean we will  always  be able to do so in the
future.

                                     TABLE 2

INDUSTRY SECTOR                     POSITION (%)     POSITION (%)
                                      5/31/99           11/30/98
 -----------------------------------------------------------------


   Cash                                  43.0%           7.4%
   Banking & Brokerage                    8.3%          14.8%
   Computer & Internet Equip              9.2%          31.8%
   Consumer Durables                      5.1%          11.1%
   Consumer Staples                       4.7%           6.7%
   Energy                                 4.3%           0.0%
   Entertainment                          1.0%           0.0%
   Information & Services                 3.4%           3.1%
   Internet Service Providers             3.0%           0.0%
   Pharmaceuticals & Biotech              5.8%          19.2%
   Retail                                 2.9%           3.1%
   Software                               3.1%           2.8%
   Technology                             4.8%           0.0%
   Telecommunications                     1.4%           0.0%
- ------------------------------------------------------------------

TOTAL                                   100.0%          100.0%


ECONOMIC AND FINANCIAL COMMENTARY

On June 30, the Federal  Reserve  Board raised the Federal Funds Rate by .25% to
5% in a widely  expected  move.  (The Federal  Funds Rate is the  interest  rate
charged by banks with excess  reserves at a Federal  Reserve  District  Bank, to
banks needing  overnight  loans to meet reserve  requirements.  This rate is the
most accurate  predictor of interest rates, since it is set daily by the market)
What was not widely  anticipated  was the Fed's move to a neutral bias  alluding
that there is no imminent inflation threat. Therefore, the likelihood of another
rate hike this year is slim.  We believe  that the rapid rise in interest  rates
over the last six months  will do just  enough to remove any  excesses  from the
economy and allow it to resume a healthy pace of growth,  thus  eliminating  the
need for  continued  Fed  intervention.  In our  view,  the  Fed's  increase  in
short-term  interest  rates  represents  more of an undoing  of a prior  process
rather than the  beginning  of a new one.  The Fed cut rates three times in late
1998 in  response  to a crisis that has since  abated.  As a result,  short-term
rates were artificially low and simply needed to be brought back to a pre-crisis
level.

It is  important  to see that the Fed is  focusing  on the  threat of  inflation
rather than putting a speed limit on growth.  The markets  understand that it is
likely to take a funds rate of 6% to bring economic growth below 3%. The current
growth rate of 4%,  combined  with low  unemployment  and even lower  inflation,
should be more than adequate  evidence that achieving  price  stability does not
require making sacrifices in growth or employment.

The  question  that we are asking is,  given the rate hike to 5%, where does the
equity  market go from here?  The key, to us, lies not in  valuations.  Very few
stocks reach  valuation  levels so extreme that they cannot continue to react to
positive or negative fundamental surprises. We believe the key lies in earnings.
Even when earning growth is generally decelerating, liquidity pushing money into
equities  will  generously  reward  those few areas  capable  of  sustaining  or
accelerating  growth (through unit growth,  pricing power, or both).  Money will
continue  to flow into  these  areas and  increase  valuations  as long as their
relative earnings growth remains superior.  Only when that relative growth fades
will investors begin to search for new destinations  for their funds.  Thus, the
defining factor for the stock market - and its saving grace - is earnings.

Whether measured by S&P 500 earnings or corporate  profits,  the trough seems to
have been reached in the third and fourth  quarter of last year.  Profit margins
have stabilized.  Barring some unusual event double-digit earnings growth should
be registered in the second half of this year, against very easy comparisons.


COPYRIGHT 1999, IPS ADVISORY, INC.                                       PAGE 3

<PAGE>



We still feel that a  combination  of Large-Cap  Growth and Value stocks will be
rewarded in the third and fourth quarters. We will be reducing cash to reflect a
more fully  invested  posture over the next few months.  We do feel that the Fed
will control inflationary  pressures allowing the markets to reach new highs. If
Small-Cap stocks confirm we will also add these into the portfolio.

As to market  risks,  the most  obvious wild card is a  Y2K-related  sell-off if
investor  confidence is shaken. This may sound too neat, since a pattern of ugly
August-September-October has been established, but because the publicity on this
topic will  probably  ramp up soon,  the chances of a tumble  would  probably be
greatest in the early fourth quarter.

SUMMARY

With  interest  rate  concerns  lessened,  we expect  earnings  growth to be the
primary   determinant   of  share  prices  over  the   remainder  of  the  year,
notwithstanding  Y2K issues. As well, the goldilocks  combination of just enough
growth coupled with little or no inflation  should continue to propel the equity
market forward.  As events unfold,  the Fund remains  committed to the long-term
success of its investors.

We appreciate your investment in the IPS DYNAMIC STYLE  ROTATIONSM  FUND, and we
will continue to seek rewarding returns on your behalf.



Sincerely,



John J. Bartoletta                                   Darren J. Clauws
Portfolio Manager                           Assistant Portfolio Manager

<PAGE>
                              FINANCIAL STATEMENTS
                                   (UNAUDITED)

                           DYNAMIC STYLE ROTATION FUND
        ----------------------------------------------------------------


                       STATEMENT OF ASSETS AND LIABILITIES
                       For the 6 months ended May 31, 1999
                      ------------------------------------



   ASSETS:
   Investments in securities, at value -
    identified cost $578,907.38                     $618,829

   Cash                                                  .15
   Accrued income
     Sales of fund shares                                  0
     Security sales                                        0
     Dividends                                             0
     Interest                                          1,025
   Other assets                                            0
                                                    --------

   Total assets                                      619,854

   LIABILITIES:
   Payables - investment securities                   17,701
    Accrued expenses                                     654
                                                    --------

   Total liabilities                                  18,355
                                                    --------

   NET ASSETS ON MAY 31, 1998
   Equivalent to $15.21 per share based on
   39,539.396shares of capital stock
   outstanding                                      $601,499
                                                    ========


                             STATEMENT OF OPERATIONS
                       For the 6 months ended May 31, 1999
                      ------------------------------------


   INVESTMENT INCOME:
   Income
      Dividend income                                $   865
      Interest                                         2,907
                                                    --------
   Total income                                        3,772
   Expenses:
      Management fees                                  2,671
   Total expense                                       2,671
                                                    --------

   Net investment income                               1,101
                                                    --------
   REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS:
      Net realized gain on investments                 3,578
      Change in unrealized appreciation
      of investments for the year                     18,536
                                                    --------
      Net gain (loss) on investments                  22,114
                                                    --------
   NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS                        $23,215
                                                    ========


<PAGE>

                              FINANCIAL STATEMENTS
                                   (UNAUDITED)

                           DYNAMIC STYLE ROTATION FUND
        ----------------------------------------------------------------



                       STATEMENT OF CHANGES IN NET ASSETS
                       For the 6 months ended May 31, 1999
                      ------------------------------------



                                          6  Months ended         Year ended
                                               5/31/99             11/30/98


   INCREASE (DECREASE) IN NET                    1999                1998
                                             ---------           ---------
   ASSETS FROM OPERATIONS:
   Investment income-net                     $   1,101           $      12
   Net realized gain on                          3,578                  (1)
   investments
   CHANGE IN UNREALIZED                         18,536              21,385
                                             ---------           ---------
   APPRECIATION
   Net increase in net assets                   23,215              21,396
   resulting from operations
   DISTRIBUTIONS TO SHAREHOLDERS
   FROM:
   Investment income-net                             0                   0
   Realized gains                                    0                   0
                                             ---------           ---------

   Net decrease in net assets due                    0                   0
   to distributions to shareholders
   CAPITAL SHARE TRANSACTIONS:
   Issued-regular                              413,882             150,058
   Issued-in lieu of cash                            0                   0
   distributions
   Redeemed - regular                           (7,052)                  0
                                             ---------           ---------

   INCREASE IN NET ASSETS DUE TO               406,830             150,058
   CAPITAL SHARE TRANSACTIONS
   INCREASE IN NET ASSETS                      430,045             171,454
   NET ASSETS                                  171,454                   0
         Beginning of year
         End of period                       $ 601,499           $ 171,454
                                             =========           =========


<PAGE>



                           DYNAMIC STYLE ROTATION FUND

                          NOTES TO FINANCIAL STATEMENTS
                          SIX MONTHS ENDED MAY 31, 1999

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

The  company  is  registered  under  the  Investment  Company  Act of  1940 as a
diversified,  open-end management  investment company. The company began selling
shares and making  investments on August 3, 1995.  The Fund provides  investment
management   and  advisory   services  for  its   shareholders,   which  include
individuals, qualified plans and trust accounts located in the United States.

 SECURITY VALUATION - Investments in securities traded on a national securities
  exchange (or reported on the NASDAQ national market) are stated at the last
  reported sales price on the day of valuation; other securities traded in the
over-the-counter market and listed securities for which no sale was reported on
               that date are stated at the last quoted bid price.
  Short-term notes are stated at amortized cost, which is equivalent to value.

FEDERAL INCOME TAXES - The Fund's policy is to comply with the  requirements  of
the Internal Revenue Code that are applicable to regulated  investment companies
and to distribute  all its taxable  income to its  shareholders.  Therefore,  no
federal income tax provision is required.

As of May 31, 1999, net  unrealized  appreciation  on  investments  for book and
federal income tax purposes aggregated $18,536. The cost of portfolio securities
for book and federal income tax purposes was $302,730.

DISTRIBUTIONS  TO SHAREHOLDERS - Dividends to  shareholders  are recorded on the
ex-dividend date.

OTHER - The Fund follows industry practice and records security  transactions on
the trade date for performance calculations and the trade date plus one for fund
accounting.  Dividend income is recognized on the ex-dividend date, and interest
income is recognized on an accrual  basis.  Discounts and premiums on securities
purchased are amortized over the life of the respective securities.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS - 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  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates.

NOTE 2 - DISTRIBUTIONS TO SHAREHOLDERS

As of May 31, 1999 there have been no distributions.

NOTE 3 - CAPITAL SHARE TRANSACTIONS

As of May 31,  1999,  there were an  unlimited  number of shares of no par value
capital stock authorized and capital paid in aggregated $556,887.71.

Transactions in capital stock for the period 11/30/98  through  05/31/99 were as
follows:
<TABLE>
<CAPTION>

                                                       Shares                               Amount
                                                       ------                               ------

                                                 1999         1998                 1999             1998

   <S>                                       <C>             <C>             <C>                  <C>
   Shares sold                               25,868.126      12,911          $   413,881.86       $150,058
   Share issued in reinvestment
     of Dividends                                 0               0                    0                 0
                                             ----------      ------          --------------       --------

        Total                                25,868.126      12,911         $   413,881.86       $150,058

   Shares redeemed                              452.864           0                7,052.15              0
                                             ----------      ------          --------------       --------
   Net increase                              25,415.262      12,911          $   406,829.71       $150,058
</TABLE>

NOTE 4 - INVESTMENT TRANSACTIONS

The Fund made purchases and sales of investment securities (excluding short-term
securities) of $242,671 and $81,098.36, respectively, during the period December
1, 1998 through May 31, 1999;  there were no investment  transactions  involving
U.S. Government obligations.

As of May 31, 1999 the unrealized  appreciation of securities was $18,536; there
are $3,578 undistributed net realized gains on investment transactions .

NOTE 5 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Fund pays  advisory fees for  investment  management  and advisory  services
under a management  agreement with IPS Advisory,  Inc.(the  Advisor).  Under the
agreement, the Advisor will pay all of the Fund's operating expenses,  excluding
brokerage fees and commissions,  taxes, interest and extraordinary expenses. The
Fund is obligated  to pay the Advisor a fee computed and accrued  daily and paid
monthly  at an  annual  rate of 1.50% of its  average  daily  net  assets to and
including $100,000,000,  1.30% of such assets from $100,000,001 to and including
$250,000,000, and 1.10% of such assets in excess of $250,000,001.

Certain officers and trustees of the Fund are also officers and directors of the
investment advisor.


<PAGE>

                    NOTES TO FINANCIAL STATEMENTS(CONTINUED)
                          SIX MONTHS ENDED MAY 31, 1999


Securities Service Network, Inc .(SSNI), the Fund's underwriter, has received no
income from sales commissions earned on sales of the Fund shares,  since it is a
no-load fund. Mr. D'Amico and Mr. Loest are registered representatives of SSNI.

All securities  trades for the Fund have been made through SSNI. Mr. D'Amico and
Mr.  Loest,  as  registered  representatives  of SSNI,  received  benefits  from
securities trading commissions paid by the Fund to SSNI.





         --------------------------------------------------------------




                           DYNAMIC STYLE ROTATION FUND

            FINANCIAL HIGHLIGHTS, SELECTED PER SHARE DATA AND RATIOS

================================================================================
<TABLE>
<CAPTION>

                                                                For the Period Ended      For the Period Ended
                                                                     May 31, 1999            November 30, 1998
                                                                     ------------            -----------------

                                                                    Per Share Data:          Per Share Data:
   <S>                                                                   <C>                   <C>
   NET ASSET VALUE:
        Beginning of period                                               $  14.720             $  12.000

   INCOME FROM INVESTMENT OPERATIONS
   Net Investment income                                                      0.047                 0.001
   Net realized and unrealized gain
       (loss) on investments                                                  0.443                 1.3999
                                                                          ---------             ---------

             TOTAL INCOME (LOSS) FROM INVESTMENT OPERATIONS                   0.490                 1.400

   LESS DISTRIBUTIONS:

   Dividends from net investment income                                       0.000                 0.000
   Dividends from net realized gains on investments                          (0.000)               (0.000)
                                                                          ---------             ---------

   Total distributions                                                    $  (0.000)              $(0.000)

   NET ASSET VALUE:
        End of period                                                     $  15.210               $13.400
                                                                          =========             =========

        Total return  (ANNUALIZED)                                            6.396%               40.279%
   RATIOS:
        Net assets, end of period (thousands)                             $ 601.5               $ 171.5
        Ratio of expenses to average net assets                               1.50%                 1.50%
        Ratio of net income to average net assets                             1.03%                 0.14%
        Portfolio turnover rate                                              41.03%                 0.04%
        Average commissions per share                                     $   0.28038           $   0.50000
</TABLE>
- -------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.


<PAGE>
<TABLE>
<CAPTION>

                                                   DYNAMIC STYLE ROTATION FUND
                                                 INVESTMENT PORTFOLIO MAY 31, 1999


                                                       SHARES OR                MARKET           PERCENT OF            SECTOR
EQUITY SECURITIES:                                     PRINCIPAL AMOUNT         VALUE            NET ASSETS           WEIGHTING
      -----------------------------------------------------------------------------------------------------------------------------

<S>                                                          <C>            <C>                    <C>                  <C>
   Banking & Brokerage                                                                                                  8.3%
   -------------------                                                                                                  ----
         American Express                                          195            $ 23,632               3.9%
      Chase Manhattan Bank                                      170            $ 12,304               2.0%
      J. P. Morgan & Co.                                        100            $ 13,931               2.3%

   Computer & Internet Equipmet                                                                                         9.2%
   ----------------------------                                                                                         ----
     Cisco Systems                                              207            $ 22,537               3.7%
      Comverse Technology Inc.                                  300            $ 20,269               3.4%
      International Business Machines                           110            $ 12,794               2.1%

   Consumer - Durable Goods & Equipment                                                                                 5.1%
   ------------------------------------                                                                                 ----
      General Electric Company                                  230            $ 23,388               3.9%
      Maytag Corp.                                              100            $  7,056               1.2%

   Consumer Staples                                                                                                     4.7%
   ----------------                                                                                                     ----
      Clorox Co.                                                110            $ 11,013               1.8%
      Phillip Morris Cos., Inc.                                 250            $  9,641               1.6%
      Proctor & Gamble Co.                                       80            $  7,470               1.2%

   Energy                                                                                                                4.3%
   ------                                                                                                                ----
      Chevron Corporation                                       150            $ 13,875               2.3%
      Schlumberger LTD                                          200            $ 12,038               2.0%

   Entertainment                                                                                                         1.0%
   -------------                                                                                                         ----
      Walt Disney Company                                       200            $  5,825               1.0%

   Information & Services                                                                                                 3.4%
   ----------------------                                                                                                 ----
      Time Warner                                               300            $ 20,419               3.4%

   Internet Service Providers                                                                                             3.0%
   --------------------------                                                                                             ----
       America Online                                            150            $ 17,850               3.0%

   Pharmaceuticals & Biotechnology                                                                                         5.8%
   -------------------------------                                                                                         ----
       Bristol Meyers Squib                                      200            $ 13,750               2.3%
      Merck                                                     180            $ 12,150               2.0%
      Schering Plough Group                                     200            $  9,013               1.5%

   Retail                                                                                                                   2.9%
   ------                                                                                                                   ----
       Walgreen Co.                                              200            $  4,650               0.8%
      Wal-Mart Stores Inc.                                      300            $ 12,788               2.1%

   Software                                                                                                                  3.1%
   --------                                                                                                                  ----
       Microsoft Corp.                                           230            $ 18,558               3.1%

   Technology                                                                                                                4.8%
   ----------                                                                                                                ----
       Motorola Inc.                                             200            $ 16,563               2.8%
       United Technologies Corp.                                 200            $ 12,413               2.1%

   Telecommunications (Service & Equipment)                                                                                  1.4%
   ----------------------------------------                                                                                  ----
      MCI / Worldcom                                            100            $  8,638               1.4%

   Money Market Funds                                                                                                       45.9%
   ------------------                                                                                                       -----
      Riverfront U.S. Gov't Sec                             276,177            $276,177              45.9%

   Cash, Payables & Receivables                                                                                             -2.9%
   ----------------------------                                                                                             -----
      Excess of Cash & Receivables over Payables          ($ 17,330)                              -2.9%


   TOTAL ASSETS                                           280,839.00           $601,499             100.0%
</TABLE>



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