IPS FUNDS
N-30D, 1999-12-14
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                     IPS MILLENNIUM FUND SEMI-ANNUAL REPORT

Fellow Shareholders:

         We are  pleased to present  our  Semi-Annual  Report for the six months
ended May 31, 1999. During the period total assets more than doubled,  from $24m
to $51m,  and we expanded our corporate  offices to the address at the bottom of
this page. All performance  statistics are updated monthly and portfolio  stocks
daily on our Web site.  The Yahoo!  Stocks  button on the home page gives  daily
quotes,  insider trading, news and analysis specifically on each company in your
Fund. Your Fund in 1999 has received numerous favorable  rankings,  most notably
five stars (the  highest  ranking)  from  Morningstar,  and in the July issue of
Kiplinger's  Personal  Finance  Magazine  your  fund was  ranked #1 for one year
performance  and #1 for three year  performance  among Growth & Income funds for
the period  ended  4/19/99,  with an annual  total  return of 56.9% and a 3-year
return of 36.9%. Fund manager Robert Loest was also recently  interviewed in the
May 10 issue of Business Week.  Over the first half of 1999 we have continued to
work to reduce  your  Fund's  volatility  due to its large  technology  position
relative to the overall  market.  We have done this by steadily  increasing  our
holdings in high dividend sectors such as REITs and electric  utilities,  and by
minimizing our buying of information companies.

                   [GRAPHIC OMITTED, but is represented below]


                     $10,000 Investment at Inception 1/3/95
<TABLE>
<CAPTION>

                    1/31/95        12/31/95       12/31/96       12/31/97       12/31/98
                    -------        --------       --------       --------       --------

<S>                 <C>            <C>            <C>            <C>            <C>
V.L. Arithmetic     $10,000        $12,641        $15,667        $20,293        $21,778
Millennium Fund     $10,000        $12,480        $15,537        $18,858        $26,458
S&P 500             $10,000        $13,720        $16,758        $22,104        $28,090
</TABLE>

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

      TOTAL ANNUAL RETURN FOR:               IPS MILLENNIUM                 VALUE LINE             S&P 500
                                                  FUND                   ARITHMETIC INDEX         COMPOSITE
      <S>                                        <C>                          <C>                    <C>
      6 MONTHS ENDED 5/31/99                     45.17%                       12.80%                 11.96%
      12 MONTHS ENDED 5/31/99                    59.41%                         7.00%                19.19%
      3 YEARS ENDED 5/31/99                      32.16%                       16.89%                 23.24%
      INCEPTION 1/3/95 - 5/31/99                 31.93%                       21.52%                 28.06%
</TABLE>

Total returns above include changes in the Fund's share price, plus reinvestment
of 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.
- --------------------------------------------------------------------------------

Phone:   423.524.1676       HTTP://WWW.IPSFUNDS.COM         1225 Weisgarber Rd.

         800.232.9142       E-mail: [email protected]       Suite S-380
Fax:     423.544.0630                                       Knoxville, TN 37909


<PAGE>

               TABLE 1:  BREAKDOWN BY MARKET CAP
                         MAY 31, 1999

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

 1.   Large Caps (>$10b)                21        42.0%
 2.   Mid Caps                          32        45.4%
 3.   Small Caps (<$1b)                  2         1.5%
                                    -------    --------

       Total                           55         88.9%

       MEDIAN MARKET CAPITALIZATION:            $ 4.6B
       WEIGHTED AVERAGE MARKET CAP:             $33.7B


                       MANAGEMENT'S DISCUSSION & ANALYSIS

CLASSIFICATION BY MARKET CAPITALIZATION.

         TABLE 1  presents  the  Fund's  makeup by market  capitalization  as of
5/31/99. 87.4% OF THE FUND IS COMPOSED OF MID- AND LARGE-CAP COMPANIES.  (Market
capitalization is price per share times number of shares  outstanding,  one good
measure of a company's size.) The balance is held in cash equivalents. Note that
median  market  cap is a  better  measure  of the  type of fund  you own than is
average market cap. The reason is that average market cap is strongly  biased by
single,  large outliers like MICROSOFT (MSFT,  OTC). Also note that over half of
the Fund's companies are mid-caps.

[GRAPHIC OMITTED but is represented below

- -----------------------------------------------------------
|                                                          |
|      Quarter Returns:  IPS Millennium Fund               |
|       vs. Value Line Arithmetic Composite                |
|                                                          |
|                            IPS               Value Line  |
|Quarter ending        Millennium Fund           Returns   |
|                                                          |
|      6/95                  8.27%               8.53%     |
|     12/95                  2.36%               2.04%     |
|      6/96                  9.51%               4.54%     |
|     12/96                  6.34%               7.08%     |
|      6/97                 17.81%              14.68%     |
|     12/97                 -0.53%              -0.69%     |
|      6/98                  3.81%              -1.23%     |
|     12/98                 23.35%              19.80%     |
|     6/99                  11.38%              17.24%     |
- -----------------------------------------------------------

FIGURE 2. Relative  volatility of the Fund, on a quarterly  basis, vs. the broad
stock market as represented by the VALUE LINE ARITHMETIC COMPOSITE.


         The Fund's  median  market cap has  increased  slightly  since the last
report. THE DISTRIBUTION AMONG THE THREE SIZE SEGMENTS HAS SHIFTED SIGNIFICANTLY
AWAY  FROM  SMALL  CAPS AND  TOWARD  LARGE-CAPS,  with a slight  decline  in the
percentage  of  mid-caps  over the  last  six  months,  and an  increase  in the
percentage  of large  caps.  This  shift has been made as a part of our  ongoing
adjustment of the portfolio's  volatility (risk) to achieve our minimum targeted
level of  return  per unit of risk.  Our  benchmark  is the  return  per unit of
standard   deviation  for  the  VALUE  LINE  ARITHMETIC   COMPOSITE  (VLAC),  an
equally-weighted  index of 1700  companies.  In  addition,  the  shift  has been
intensified by the rapid growth of many of our  information-based  companies out
of the small- or mid-cap category, and into the mid- or large-cap category.

VOLATILITY OF RETURNS

         In order to gain a better  perspective  on how your  Fund's  return and
risk  characteristics  have changed,  review  FIGURE 2, at right.  NOTE THAT THE
FUND'S DOWNSIDE  VOLATILITY IN RECENT QUARTERS HAS BEEN  CONSIDERABLY  LESS THAN
THAT  OF THE  OVERALL  STOCK  MARKET,  AS  REPRESENTED  BY  THE  VLAC.  This  is
particularly evident for the first quarter of 1999, the  next-to-rightmost  pair
of  bars.  For  the  second   calendar   quarter  of  1999,  the  Fund  slightly
underperformed  the VLAC,  although it outperformed the S&P 500. The reason is a
strong  performance  on the part of smaller  companies  the second  quarter this
year, in which both the Fund and the S&P 500 is  underweighted,  relative to the
VLAC.

         We have been successful in mitigating the increasing  volatility of the
tech sector relative to broader market returns by shifting recent purchases over
the last six months toward equipment companies like specialty semiconductor chip
stocks, and telecommunications equipment companies. We have also held our buying
in Internet  companies to a minimum Thus, we have changed the makeup of our tech
universe,  as well as added a larger  element  of  conservative,  high  dividend
companies, which we discuss in greater detail below.  Nevertheless,  the Fund is
still subject to the high volatility of the tech sector,  so you should continue
to expect greater volatility than the overall market.



COPYRIGHT 1999, IPS ADVISORY, INC.                                      PAGE 2

<PAGE>




                                     TABLE 2

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


CASH                                  11.0%            15.0%
Banking & Brokerage                   4.5%             3.7%
Computer & Internet Equip.            4.8%             5.8%
Electronic Commerce                   5.0%             4.6%
Electric & Gas Utilities             22.2%            25.3%
Information Services                  4.9%             5.4%
Internet Service Providers            8.5%            11.5%
MEDICAL SERVICES                      0.0%             4.4%
Pharmaceutical & Biotech              1.1%             0.5%
REAL ESTATE INVESTMENT TRUSTS         8.3%             0.0%
SEMI-CONDUCTOR TECHNOLOGY             5.8%             2.3%
Software                              8.3%             9.2%
Telecommunications                   15.7%            12.2%
- -----------------------------------------------------------

<PAGE>
CHANGES IN PORTFOLIO SECTORS

         The most obvious  change in the Fund's  makeup over the last six months
has been a reduction  in the total number of  companies,  from 60 to 55, and the
addition of a significant  position in the Real Estate  Investment Trust sector,
going from nothing to 8.3% of the portfolio. The reason for this was simply that
a year and a half of abysmal  performance  by REITs,  and a steady  increase  in
interest rates over the course of the year, has decimated REITs' stock prices to
the extent that they have become a tempting value play.

         This fits in with our philosophy of buying high dividend companies when
they are out of favor,  as a balance to the high  growth  sectors.  The Fund now
consists of approximately 29.3% in high dividend companies,  adjusting for those
electric and gas  utilities,  like CALPINE and AES,  that do not pay a dividend.
This is a moderate increase from the last report.

         Note also that we have eliminated our medical technology  position with
the sale of HBO just before the merger with MCKESSON. HBO had underperformed our
expectations based on its growth for several quarters, and we could not find out
why. This is usually the reason we sell a company. When the market says one
thing  (i.e.,  something  is wrong with HBO),  and the company and  analysts say
something  else,  it is  generally a pretty good bet that it is the analysts and
company managements that are wrong, and not the market. It turned out much later
that there were "accounting  irregularities"  at HBO, and the combined company's
stock has dropped precipitously since we sold it.

         The other major change has been a more than doubling of our position in
semi-conductor stocks. The reason for this is our strengthening  conviction that
there is an  imminent  and rapid  increase  in the  growth  of  small,  portable
electronic   communications   devices,  cable  modems  and  SANs  (Storage  Area
Networks).  We have thus built up our position in specialty  chip companies such
as BROADCOM and QLOGIC that design and manufacture  such systems.  This has been
one of the best-performing sectors of your Fund over the last six months.

CHANGES IN INVESTMENT POSITIONS:  SALES

         Due to what we felt was an  overvaluation  in the  Internet  stocks the
Fund held, in January we lightened up on our holdings in AMAZON,  AMERICA ONLINE
and  YAHOO!.  We sold off all  holdings  in a number  of  companies  due to poor
performance.  Among them were HBO,  mentioned  above,  QUINTILES  TRANSNATIONAL,
KEANE, CALENERGY,  3COM, STERLING COMMERCE,  COMPUTER ASSOCIATES,  APOLLO GROUP,
FIRST UNION BANK, ROBERT HALF  INTERNATIONAL and MOBIUS MANAGEMENT  SYSTEMS.  We
also  sold  MINDSPRING,  which we had  ridden to a gain of 1,233% at the time of
sale. It must be compared with EARTHLINK, and the comparison is not favorable in
terms of the way Mindspring has gone about acquiring new accounts;  essentially,
buying up small Internet Service Providers to grow their client base. EARTHLINK,
on the other hand, obtains joint marketing agreements that enable it to increase
its  client  base by having  other  companies  do much or most of the  marketing
work..  We felt that,  if we are going to invest your money,  we would be better
off concentrating in AMERICA ONLINE and EARTHLINK, and divesting MINDSPRING.
<TABLE>
<CAPTION>

CHANGES IN INVESTMENT POSITIONS:  PURCHASES
                  MAJOR NEW STOCK ADDITIONS                            RECENT BUY PRICE RANGE             PRICE ON 25 JUNE
                  -------------------------                            ----------------------             ----------------
                  <S>                                                       <C>     <C>                          <C>
                  BRE Properties (BRE, NYSE)                                $23  -  $26                          $  25.75
                  Broadcast.com (BCST, OTC)                                 $33  -  $62                          $110.00
                  Camden Prop. Trust (CPT, NYSE)                            $27                                  $  27.13
                  Ebay (EBAY, OTC)                                          $196                                 $169.00
                  Equity Office Props. (EOP, NYSE)                          $25  -  $28                          $  28.25
                  Equity Residential (EQR, NYSE)                            $41  -  $48                          $  47.94
                  Exodus Comm. (EXDS, OTC)                                  $67                                  $  72.38
                  Global Crossing (GBLX, OTC)                               $16  -  $19                          $  47.44
                  Kimco Realty (KIM, NYSE)                                  $36  -  $40                          $  39.94
                  Network Solutions (NSOL, OTC)                             $74  -  $81                          $  59.75
                  Qlogic (QLGC, OTC)                                        $51  -  $64                          $108.00
                  RealNetworks (RNWK, OTC)                                  $19  -  $46                          $  70.88
                  Verio (VRIO, OTC)                                         $22                                  $  54.25
</TABLE>

COPYRIGHT 1999, IPS ADVISORY, INC.                                      PAGE 3
<PAGE>


<TABLE>
                  <S>                                                       <C>     <C>                          <C>
                  Verisign (VRSN, OTC)                                      $106                                 $111.13
                  Veritas Software (VRTS, OTC)                              $73  -  $82                          $  88.44
                  VerticalNet (VERT, OTC)                                   $44  -  $99                          $  76.38

                  MAJOR ADDITIONS TO EXISTING POSITIONS

                  @Home (ATHM, OTC)                                         $102  -  $154                        $121.94
                  AES Corp. (AES, NYSE)                                     $36  -  $51                          $  50.00
                  Amazon.com (AMZN, OTC)                                    $94  -  $116                         $118.75
                  Analog Devices (ADI, NYSE)                                $26  -  $28                          $  38.44
                  Broadcom (BRCM, OTC)                                      $59                                  $  98.38
                  California Water (CWT, NYSE)                              $24  -  $25                          $  25.25
                  Calpine (CPN, NYSE)                                       $25  -  $31                          $  54.19
                  Duke Power (DUK, NYSE)                                    $53  -  $58                          $  60.31
                  EMC Corp. (EMC, NYSE)                                     $98                                  $100.44
                  FPL Group (FPL, NYSE)                                     $51  -  $56                          $  58.19
                  JDS Uniphase (JDSU, OTC)                                  $69  -  $102                         $134.00
                  National Commerce Bankcorp  (NCBC, OTC)                   $18  -  $24                          $  23.44
                  NiSource (NI, NYSE)                                       $27  -  $28                          $  27.94
                  Qwest Communications (QWST, OTC)                          $41                                  $  42.63
                  SCANA Corp. (SCG, NYSE)                                   $22  -  $27                          $  26.69
                  Sprint PCS (PCS, NYSE)                                    $17  -  $24                          $  45.00
</TABLE>

         NEW MONEY INVESTED WENT  OVERWHELMINGLY INTO ELECTRIC AND GAS UTILITIES
(29.9%) AND REITS (26.7%).  The software  sector ran a distant  second  (11.7%),
with investment in semiconductors (7.5%) and telecommunications  (7.4%) bringing
up third  place.  There were two reasons for this.  First,  Internet  stocks had
appreciated  to the extent that they had reduced  the total  percentage  of high
dividend  companies in your Fund  significantly,  and we had been waiting for an
opportunity to rebalance. Second, the rise in interest rates throughout the year
had  depressed the prices of utilities and REITs so much that we felt the timing
was right for  rebalancing.  It also  became  clear  during  late last year that
semiconductors had bottomed out from one of their worst declines in decades, and
were now value stocks.

ANALYSIS OF PERFORMANCE
<TABLE>
<CAPTION>
               Investment Sector                     6-Month Return    Primary Contributors
               -----------------                     --------------    --------------------
               <S>                                        <C>          <C>
               Computer Networking                        33.6%
               E-Commerce                                 76.9%        AMZN (+106%)
               Electric & Water Utilities                  6.3%        AES (+29%)
               Financial                                  70.8%        NTBK (+308%), TBFC (+98%)
               Internet Service Providers                 89.5%        AOL (+259%), CNCX (+117%), VRIO (+128%)
               Medical Services                           21.5%
               Misc. Services                             41.1%        BCST (+187%), YHOO (+73%)
               Natural Gas Utility                        72.8%        CPN (+132%)
               Pharmaceuticals                                         -11.7%
               Real Estate Investment Trusts              15.1%        EQR (+23%)
               Software                                   27.7%        RNWK (+150%)
               Semiconductors                            121.5%        BRCM (+115%), QLGC (+115%)
               Telecomm. Services & Equipment             84.3%        GBLX (+159%), JDSU (+133%), PCS (+164%), QWST (+112%)
</TABLE>

         As you can see from the sector performance  breakdown above, our gains,
in  spite of a  difficult  Spring,  came  overwhelmingly  from  Internet-related
companies,   telecommunications,    and   communications-related   semiconductor
companies.  This again  emphasizes our investment  thesis for the Fund, which is
that we are headed for a highly  connected  civilization  at flank  speed.  This
means the Fund will  remain  more  volatile  than most,  but time is proving our
strategy  to be the  correct  one.  Thank you again for your  confidence  in IPS
MILLENNIUM FUND.


ROBERT LOEST, PH.D., CFA                                      GREGORY A. D'AMICO
SENIOR PORTFOLIO MANAGER                                      PRESIDENT
- -------------------------------------------------------------------------------

         THIS   SEMI-ANNUAL   REPORT  IS  NOT  AUTHORIZED  FOR  DISTRIBUTION  TO
PROSPECTIVE  INVESTORS  UNLESS IT IS PRECEDED OR ACCOMPANIED BY A PROSPECTUS FOR
IPS MILLENNIUM FUND.
- -------------------------------------------------------------------------------




COPYRIGHT 1999, IPS ADVISORY, INC.                                       PAGE 4

<PAGE>

                              FINANCIAL STATEMENTS
                                   (UNAUDITED)

                               IPS MILLENNIUM FUND
        ----------------------------------------------------------------



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


ASSETS:
Investments in securities, at value -
 identified cost $35,314,402                 $51,871,335

Cash                                                 .31
Accrued income
  Sales of fund shares                             3,080
  Security sales                                       0
  Dividends                                       42,860
  Interest                                        18,936
Other assets                                       2,797
                                             -----------

Total assets                                 $51,939,008

LIABILITIES:
Investment securities purchased                  116,500
Accrued expenses                                  52,311
                                             -----------

Total liabilities                                168,811
                                             -----------

NET ASSETS ON MAY 31, 1998
Equivalent to $39.93 per share based on
1,296,444.584 shares of capital stock
outstanding                                  $51,770,197
                                             ===========

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


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

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

INVESTMENT INCOME:
Income
   Dividend income                                     $   129,774
   Interest                                                111,284
                                                       -----------
Total income                                               241,058
Expenses:
   Management fees                                         257,690
   Expense reimbursement                               (    1,595)
   Organizational cost                                       1,595
                                                       -----------
  Total expense                                            257,690
                                                       -----------
  Net investment income                                (   16,632)
                                                       -----------

REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Net realized gain on investments                      1,676,026
   Change in unrealized appreciation
   of investments for the year                          10,519,510
                                                       -----------
   Net gain (loss) on investments                       12,195,536
                                                       -----------
NET INCREASE IN NET ASSETS
     RESULTING FROM OPERATIONS                         $12,178,904
                                                       ===========

<PAGE>


                              FINANCIAL STATEMENTS
                                   (UNAUDITED)

                               IPS MILLENNIUM FUND

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

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




                                 Six months ended          Year ended


INCREASE (DECREASE) IN NET                     1999                1998
                                       ------------        ------------
ASSETS FROM OPERATIONS:
Investment income-net                  (    $16,632)       $     29,433
Net realized gain on                      1,676,026             137,354
investments
CHANGE IN UNREALIZED                     10,519,510           3,223,186
                                       ------------        ------------
APPRECIATION
Net increase in net assets               12,178,904           3,389,973
resulting from operations
DISTRIBUTIONS TO SHAREHOLDERS
FROM:
Investment income-net                       (24,532)                  0
Realized gains                                    0                   0
                                       ------------        ------------

Net decrease in net assets due              (24,532)                  0
to distributions to shareholders
CAPITAL SHARE TRANSACTIONS:
Issued-regular                           18,973,411          10,621,570
Issued-in lieu of cash                       24,319                   0
distributions
Redeemed - regular                       (3,796,854)         (1,280,809)
                                       ------------        ------------

INCREASE IN NET ASSETS DUE TO            15,200,876           9,340,761
CAPITAL SHARE TRANSACTIONS
INCREASE IN NET ASSETS                   27,355,248          12,730,734
NET ASSETS
      Beginning of year                  24,414,949          11,684,215
      End of period                    $ 51,770,197        $ 24,414,949
                                       ============        ============

<PAGE>



                               IPS MILLENNIUM 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 January 3, 1995. The Fund provides  investment
management   and  advisory   services  for  its   shareholders,   which  include
individuals,  qualified  plans and trust  accounts  located states 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  $16,556,933.  The cost of  portfolio
securities for book and federal income tax purposes was $35,314,402.

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

December  14, 1998 was the record date for income  distribution  on December 15,
1998 of $0.027 per share aggregating $24,532.07.


NOTE 3 - ORGANIZATIONAL EXPENSES

The Fund  has  incurred  amortized  organizational  expenses  in the  amount  of
$16,281. Organizational expenses are being amortized monthly over a period of 60
months,  beginning on January 3, 1995.  The balance  outstanding on May 31, 1999
was $2,796

NOTE 4 - 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 $33,659,163.

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                               463,892.629          177,611.589      $18,973,411          $4,773,237
Share issued in reinvestment
  of Dividends                                861.266                0               24,319              24,531
                                          -----------          -----------      -----------          ----------
     Total                                464,753.895          177,611.589      $18,997,730          $4,797,768
 Shares redeemed                          113,239.725            1,852.448        3,796,854             197,315
                                          -----------          -----------      -----------          ----------
Net increase                              351,514.170          175,759.141      $15,200,876          $4,600,453
</TABLE>

NOTE 5 - INVESTMENT TRANSACTIONS

The Fund made purchases and sales of investment securities (excluding short-term
securities)  of  $20,611,281  and  $7,490,090,  respectively,  during the period
December 1, 1999 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  $16,556,933;
accumulated  undistributed net realized gains on investment transactions totaled
$1,676,026.

NOTE 6 - 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 1.40% of its  average  daily  net  assets to and
including $100,000,000,  1.15% of such assets from $100,000,001 to and including
$250,000,000, and 0.90% 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. The Investment Advisor
has no soft dollar arrangements with any company.

NOTE 7 - PORTFOLIO MANAGER INVESTMENT DISCLOSURE

IPS Advisory,  Inc.  prohibits its portfolio managers from trading in individual
stocks. All of the invested assets of portfolio manager Robert Loest, as well as
his immediate family, are invested in IPS Millennium Fund.


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


                               IPS MILLENNIUM FUND

            FINANCIAL HIGHLIGHTS, SELECTED PER SHARE DATA AND RATIOS
================================================================================

<TABLE>
<CAPTION>
                                                             FOR THE PERIOD ENDED     FOR THE YEAR ENDED   FOR THE YEAR ENDED
                                                                  MAY 31, 1999           NOV. 30, 1998        NOV. 30, 1997
                                                                  ------------          -------------         -------------

                                                                  PER SHARE DATA:        PER SHARE DATA:      PER SHARE DATA:
<S>                                                                 <C>                    <C>                   <C>
NET ASSET VALUE:
     Beginning of period                                            $  27.530              $ 22.310              $ 18.860

INCOME FROM INVESTMENT OPERATIONS
Net Investment income                                                  (0.016)               (0.006)               (0.046)
Net realized and unrealized gain
    (loss) on investments                                              12.439                 2.766                 3.576
                                                                     --------              --------              --------


       TOTAL INCOME (LOSS) FROM INVESTMENT OPERATIONS                  12.423                 2.760                 3.530

LESS DISTRIBUTIONS:

Dividends from net investment income                                   (0.023)                0.000                 0.000
Dividends from net realized gains on investments                       (0.000)               (0.000)               (0.080)
                                                                     --------              --------              --------

Total distributions                                                  $ (0.023)             $ (0.000)             $ (0.080)

NET ASSET VALUE:
     End of period                                                   $ 39.930              $ 25.070              $ 22.310
                                                                     ========              --------              --------

     Total return  (ANNUALIZED)                                        24.826%               24.826%               18.746%

RATIOS:
     Net assets, end of period (thousands)                       $ 51,770.000          $ 16,965.226          $ 11,684.215
     Ratio of expenses to average net assets                            1.40%                 1.40%                 1.40%
     Ratio of net income to average net assets                         (0.04)                 0.03%                 0.23%
     Portfolio turnover rate                                           22.10%                42.77%                33.17%
     Average commissions per share                               $      0.04884        $      0.05100        $      0.04050
</TABLE>


<TABLE>
<CAPTION>

                                                               FOR THE YEAR ENDED       FOR THE YEAR ENDED
                                                                  NOV. 30, 1996             NOV. 30, 1995
<S>                                                                 <C>                      <C>
NET ASSET VALUE:
     Beginning of period                                            $ 14.996                 $ 12.000

INCOME FROM INVESTMENT OPERATIONS
Net Investment income                                                  0.021                    0.121
Net realized and unrealized gain
    (loss) on investments                                              3.959                    2.982
                                                                    --------                  -------

       TOTAL INCOME (LOSS) FROM INVESTMENT OPERATIONS                  3.980                    3.103

LESS DISTRIBUTIONS:

Dividends from net investment income                                  (0.035)                  (0.107)
Dividends from net realized gains on investments                      (0.081)                   0.000
                                                                    --------                  -------

Total distributions                                                 $ (0.116)                 $(0.107)

NET ASSET VALUE:
     End of period                                                  $ 18.860                  $ 2.996
                                                                    --------                  -------


     Total return  (ANNUALIZED)                                       26.754%                  28.831%

RATIOS:
     Net assets, end of period (thousands)                       $ 5,613.515              $ 1,625,600
     Ratio of expenses to average net assets                           1.40%                    1.40%
     Ratio of net income to average net assets                         0.76%                    1.00%
     Portfolio turnover rate                                          55.17%                   26.70%
     Average commissions per share                               $     0.05705            $     0.10056
</TABLE>
- -------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>


<TABLE>
<CAPTION>
                                                       IPS MILLENNIUM 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>
Computer & Internet Hardware                                                                  4.8%
- ----------------------------                                                                  ---
  Cisco Systems                           9,200           $1,001,650             1.9%
  EMC Corp                               15,000           $1,494,375             2.9%

Electronic Commerce                                                                           5.0%
- -------------------                                                                           ----
  Amazon.com                             10,000           $1,187,500             2.3%
  Doubleclick                             2,000           $  194,875             0.4%
  EBay Inc.                               2,000           $  354,375             0.7%
  Verisign                                4,000           $  474,000             0.9%
  Verticalnet Inc.                        5,000           $  400,000             0.8%

Electric & Gas Utilities                                                                     15.1%
- ------------------------                                                                     -----
  AES Corp.                              25,000           $1,242,188             2.4%
  California Water Service               15,000           $  390,000             0.8%
  Duke Power                             35,000           $2,110,938             4.1%
  FPL Group                              30,000           $1,745,625             3.4%
  NISource                               45,000           $1,257,188             2.4%
  Scana Corp                             40,000           $1,067,500             2.1%

Financial                                                                                    4.5%
- ---------                                                                                    ----
   National Commerce Bancorp             30,000           $  703,125             1.4%
   Netbank                               24,000           $1,023,000             2.0%
   Telebank Financial                     3,000           $  199,500             0.4%
   Trustco & Bank of NY                  13,800           $  386,400             0.7%

Information & Services                                                                       4.9%
- ----------------------                                                                       ----
  Broadcast.com                           6,000           $  660,000             1.3%
  Equifax Inc.                           15,000           $  540,000             1.0%
  Lycos                                   2,000           $  201,000             0.4%
  Network Solutions                       4,000           $  254,500             0.5%
  Yahoo!                                  6,000           $  888,000             1.7%

Internet Service Providers                                                                   8.5%
- --------------------------                                                                   ----
  America Online                         15,000           $1,785,000             3.4%
  @Home                                   6,000           $  760,500             1.5%
  Concentric Networks                    16,000           $  517,000             1.0%
  Earthlink Networks                     16,000           $  856,000             1.7%
  Intermedia Communications               2,000           $   50,625             0.1%
  Verio Inc.                              8,000           $  434,000             0.8%

Natural Gas                                                                                  7.0%
- -----------                                                                                  ----
  Calpine                                35,000           $1,896,563             3.7%
  Enron Corp.                            24,000           $1,713,000             3.3%

Pharmaceuticals & Biotechnology                                                              1.1%
- -------------------------------                                                              ----
  Abbott Laboratories, Inc.               5,000           $  225,938             0.4%
  Pfizer                                  3,000           $  322,125             0.6%

Real Estate Investment Trust                                                                 8.3%
- ----------------------------                                                                 ----
  BRE Properties                         35,000           $  903,438             1.7%
  Camden Property Trust                  10,000           $  274,375             0.5%
  Equity Office Properties               25,000           $  706,250             1.4%
  Equity Residential Props               21,000           $1,006,688             1.9%
  Kimco Realty Corp.                     35,000           $1,397,813             2.7%

Semi-conductor Technology                                                                   5.8%
- -------------------------                                                                   ----
  Analog Devices                         20,000           $  768,750             1.5%
  Broadcom                               10,000           $  957,500             1.8%
  National Semiconductor                 20,000           $  387,500             0.7%
  QLogic                                  8,000           $  878,000             1.7%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

=======================================================================================================
                                    SHARES OR               MARKET           PERCENT OF     SECTOR
EQUITY SECURITIES:                  PRINCIPAL AMOUNT        VALUE            NET ASSETS     WEIGHTING
=======================================================================================================
<S>                                     <C>              <C>                     <C>        <C>
Software                                                                                    8.3%
- --------                                                                                    ----
  BMC Software                          10,000            $    494,375            1.0%
  Broadvision                            5,000            $    260,000            0.5%
  i2                                    12,000            $    379,500            0.7%
  Microsoft                             18,000            $  1,452,375            2.8%
  RealNetworks                          12,000            $    850,500            1.6%
  Veritas                               10,000            $    882,500            1.7%

Telecommunications
  (Service & Equipment)                                                                     15.7%
- -----------------------                                                                     -----
  Exodus Communications                  4,000            $    300,000            0.6%
  Global Crossing                       20,000            $    948,750            1.8%
  Lucent Technologies                   12,333            $    703,004            1.4%
  QWEST Communications                  40,000            $  1,697,500            3.3%
  Sprint FON Group                       8,000            $    902,000            1.7%
  Sprint PCS Group                      15,000            $    675,000            1.3%
  Uniphase                              15,000            $  2,010,000            3.9%
  MCI/WorldCom, Inc.                    10,250            $    885,344            1.7%

Money Market Funds                                                                          11.2%
- ------------------                                                                          -----

  Federated U.S. Treasury Fund                0                      0            0.0%
  Provident Insured Money Fund                0                      0            0.0%
  Riverfront U.S. Govt Securities
      Fund                            5,813,688           $  5,813,688           11.2%

Cash, Payables & Receivables                                                                -.02%
- ----------------------------                                                                -----
  Excess of Cash & Receivables over
     Payables                                 0           ($   101,138)          -0.2%

  TOTAL ASSETS:                       6,660,271           $ 51,770,197           100.0%
==================================================================================================
</TABLE>


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