IPS FUNDS
N-30D, 2000-02-09
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                    IPS NEW FRONTIER FUND 1999 ANNUAL REPORT


Fellow Shareholders:

         We are  pleased to present  our Annual  Report for the 12 months  ended
November 30,  1999.  Total assets grew from  $606,000 to  $5,660,120  during the
year.  If you would like more  frequent  updates on the Fund's  performance  and
other factors,  all  performance  statistics and the complete Fund portfolio are
updated monthly on our Web site. New Frontier is beginning to attract the notice
of the  financial  press.  Fund manager  Robert Loest and New Frontier Fund were
recently  been the  subject of a major  article in the  January  issue of Mutual
Funds magazine.  New Frontier has also been ranked in the top 10 funds by Lipper
Analytical  Services,  in the multicap  long term growth  category,  based on 12
month total returns. All investors should be aware of the small number of stocks
held by New Frontier  Fund.  We expect to keep this number  around 20 stocks for
now,  and we may invest large  amounts of fund assets in just a few stocks.  Our
strategy of buying  mostly high tech or Internet  companies  means that the Fund
will be more  volatile  than most stock mutual  funds.  This  volatility is even
greater due to the  focused  nature of the Fund's  holdings.  While we feel that
long term returns during periods of fundamental technological revolution such as
we are currently  experiencing may be higher than during the mature,  low growth
industrial  economy that existed before 1995, we nevertheless  view the dramatic
appreciation  in the Fund's NAV in recent months as  unsustainable,  and caution
investors NOT to expect such returns from any fund on a long-term basis.

                  [GRAPHIC OMITTED but is represented below]

  ----------------------------------------------------------------------------
 |                                                                            |
 |                     $10,000 INVESTMENT AT INCEPTION 8/3/98                 |
 |                                                                            |
 |                         08/03/98       12/31/98       05/31/99    11/30/99 |
 |                                                                            |
 |     V.L. Arithmetic      $10,000        $10,145        $11,065    $10,975  |
 |     S&P 500              $10,000        $11,029        $11,739    $12,588  |
 |     New Frontier         $10,000        $11,836        $14,799    $24,531  |
 |                                                                            |
  ----------------------------------------------------------------------------
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 NEW FRONTIER             VALUE LINE            S&P 500
                                             FUND              ARITHMETIC INDEX         COMPOSITE

    <S>                                     <C>                       <C>                  <C>
    12 MONTHS ENDED 11/30/99                133.63%                   12.61%               20.67%
    INCEPTION 8/3/98 - 11/30/99              96.74%                     7.23%              18.84%
</TABLE>

The 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    Web site: 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
                                  NOV. 30, 1999

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

 1.   Large Caps (>$10b)                        6                   28.6%
 2.   Mid Caps                                 13                   61.9%
 3.   Small Caps (<$1b)                         2                    9.5%
                                             ----               ---------

       Total                                   21                  100.0%

       MEDIAN MARKET CAPITALIZATION:                               $ 6.3B
       WEIGHTED AVERAGE MARKET CAP:                               $ 20.5B


                       Management's Discussion & Analysis
                       ----------------------------------

CLASSIFICATION BY MARKET CAPITALIZATION

         TABLE 1  presents  the  Fund's  makeup by market  capitalization  as of
11/30/99.  Note that the Fund's asset  distribution  has  undergone a shift away
from the 50% in large- and 50% in mid-cap  companies  (market  capitalization is
price  per share  times  number of shares  outstanding,  one good  measure  of a
company's size) in the Semi-Annual  Report,  and toward small- and mid-caps.  We
feel 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 AMERICA ON-LINE (AOL.N).

         This shift in asset  distribution over the last six months is primarily
due to a shift  toward a higher  proportion  of the Fund in newer,  less  mature
software and and information services companies,  such as MICROMUSE (MUSE.O) and
TUMBLEWEED  (TMWD.O).  The reason for this shift was to seek higher returns than
were possible in some of the older,  more mature tech  companies  like EMC CORP.
(EMC.N)  and BMC  SOFTWARE  (BMCS.O).  We expect in the  future  that the Fund's
market cap profile will  continue to be  determined by where in the stock market
we find opportunity.

VOLATILITY OF RETURNS

                   [GRAPHIC OMITTED but is represented below]


 ----------------------------------------------------------
|                                                          |
|      Quarter Returns:  IPS New FrontierFund              |
|       vs. Value Line Arithmetic Composite                |
|                                                          |
|                            IPS              Value Line   |
| Quarter ending         New Frontier         Arithmetic   |
|                            Fund              Composite   |
|                                                          |
|     09/98                 -1.92%              -16.23%    |
|     12/98                 20.67%               19.80%    |
|     03/99                 19.11%               -3.46%    |
|     06/99                  9.59%               17.24%    |
|     09/99                 11.08%               -8.38%    |
 ----------------------------------------------------------

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

         In order to gain a better  perspective  on your Fund's  return and risk
characteristics,  review FIGURE 2. Note that New Frontier's  downside volatility
has been  significantly  less than that of the overall market, as represented by
the VALUE LINE ARITHMETIC  COMPOSITE  (VLAC).  This has been true throughout the
Fund's history.  However, the Fund is still very volatile on a day-to-day basis,
due to both they type and the small number of companies that it holds. Note also
that New Frontier has again regained its dominance over the VLAC,  primarily due
to the shift mentioned above to smaller, faster growing companies.

         In August we modified our stock selection strategy.  Our concern during
the steep  market  decline  of  Summer,  1999 was that the Fund's YTD return was
below that of the Millennium Fund, and it was more volatile. In other words, our
return per unit of risk was below that of the less risky  Millennium Fund, which
we felt was  unacceptable.  New Frontier  will be much more  volatile  than most
funds, but this should also be accompanied by higher returns, or we aren't doing
our job.

         Our  conclusion  was that we were  doing too much  trading  to  capture
short-term profits. Our decision was to do less trading, and to focus the Fund's
portfolio  even more than it had been. We decided on a core position in three or
four of what we feel are the most  clearly  dominant  winners for the long term,
with higher  amounts of the Fund's  assets in each one. We also  decided to stay
more fully  invested,  and not to use large cash  positions to reduce the Fund's
volatility,  but to  concentrate  more on buying high growth  companies,  and to
accept the accompanying higher volatility, as long as the returns justified
it.

         While  this makes the Fund even more  volatile  than it has been in the
past, it has  dramatically  improved the Fund's return per unit of risk. We feel
this strategic  shift in the Fund's  management was what was responsible for our
exceptional  return during 1999, most of which came in our last FY quarter (9/99
- - 11/99). This shift can be seen in both FIGURE 1 and FIGURE 2.


<PAGE>
COPYRIGHT 1999, IPS ADVISORY, INC.                                        PAGE 2

CHANGES IN PORTFOLIO SECTORS

         TABLE 2 on the shows a snapshot of the Fund's  investment sector makeup
and changes over the last six months. Note first of all the large cash positions
at the end of both periods,  which is typical.  Also,  you can see that for most
portfolio  sectors,  there have been major  changes.  In many cases we have gone
from 0% to a large position,  as in the case of INFORMATION  SERVICES, or from a
large position to nothing, as with NATURAL GAS UTILITIES.

                                     TABLE 2

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


Cash                                       32.9%               10.6%
Cable Service Providers                     1.7%                0.0%
Computer & Internet Equip                   9.7%                3.6%
Electronic Commerce                        11.8%                6.3%
Information Services                       14.5%               20.1%
Internet Service Providers                 11.8%                3.9%
Semi-Conductor Technology                   0.0%                1.5%
Software, General                          12.9%               21.0%
Software, E-commerce                        2.5%               19.4%
Telecommunications                          2.3%               13.5%

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

TOTAL                                     100.0%              100.0%


         This is the result of successful stock picks. OUR OBJECTIVE WHEN WE BUY
A COMPANY IS NORMALLY A 50% PLUS SHORT-TERM  GAIN. We are buying companies whose
stock  price has  plunged on what we believe  are  clearly  short-term  factors,
either particular to that company, or to the industry sector. If we are correct,
the stock recovers within a few months at most, and we sell it.

         Thus, over a six month period we should experience large changes in the
Fund's  investment  sector  make-up if we are accurate in our  assessment of the
companies we purchase for you. So far, this has proven to be the case. This also
results in high turnover  ratios and large capital gains,  so be prepared to get
socked with a big capital  gains  distribution  at the end of 1999. We think the
returns justify it, but all investors should understand our management strategy,
because  it is  better  suited  for  qualified  plans  where  capital  gains are
tax-deferred, than for taxable accounts.

ANALYSIS OF PERFORMANCE

         We have broken down our performance  gains by investment  sector below,
and listed the major contributors to each sector's performance.

<TABLE>
<CAPTION>

INVESTMENT SECTOR                        6-MONTH RETURN         PRIMARY CONTRIBUTORS
- -----------------                        --------------         --------------------
<S>                                         <C>                      <C>
COMPUTER NETWORKING                         (  9.5)%            COMS (-26.8%)
ELECTRIC UTILITIES                            12.0%
ELECTRONIC COMMERCE                           70.3%             AMZN (+153.2%)
FINANCIAL & BANKING                           33.1%             NCBC (+34.7%)
INFORMATION SERVICES                          57.5%             BCST (+53.4%)
INTERNET SERVICE PROVIDERS                   103.8%             CNCX (+85.3%), VRIO (+206.9%)
MEDICAL SERVICES                              32.8%             HBOC (+32.8%)
NATURAL GAS UTILITY                           41.5%             CPN (+45.7%)
SEMICONDUCTORS                               146.7%             ADI (+50.2%), BRCM (+56.7%), NSM (+56.4%)
SOFTWARE                                       8.0%             ITWO (+19.2%)
TELECOMMUNICATIONS                           156.6%             GBLX (+71.8%), JDSU (+63.6%), PCS (+79.5%)
</TABLE>

         The largest  contributors  by far to the Fund's  capital gains were the
TELECOMMUNICATION,   SEMICONDUCTOR   and  INTERNET  SERVICE  PROVIDER   sectors.
Together, they accounted for 70.7% of the six-month period's total capital gains
of $317,354.  If you add in the  INFORMATION  SERVICES  sector - mostly Internet
companies  BROADCOM  (BRCM.O),  LYCOS (LCOS.O),  NETWORK SOLUTIONS  (NSOL.O) and
YAHOO! (YHOO.O) - the total reaches nearly 90% of capital gains.
<PAGE>



COPYRIGHT 1999, IPS ADVISORY, INC.                                        PAGE 3


         There is an obvious  theme here.  VIRTUALLY  ALL OF YOUR CAPITAL  GAINS
CAME FROM THE  INTERNET IN ONE WAY OR ANOTHER.  Most or all of the growth in our
economy comes from increasing connectivity. The Internet is increasingly the way
we communicate.  We expect, for the foreseeable  future, to concentrate our bets
on these  areas.  What this  means for you is that your  portfolio  will be more
volatile than most funds on a day to day basis,  because we are buying  volatile
stocks,  and we are taking  large  positions.  You  should not expect  that your
portfolio  will track the overall market on a daily basis,  because  performance
tends to be  determined  by  individual  companies  in the Fund with very  large
moves, not by the overall stock market. We sincerely  appreciate your confidence
in IPS NEW FRONTIER  FUND.  Please  visit your Web site,  and let us know if you
have any questions or suggestions for us.


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








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


         THIS ANNUAL REPORT IS NOT  AUTHORIZED FOR  DISTRIBUTION  TO PROSPECTIVE
INVESTORS UNLESS IT IS PROCEEDED OR ACCOMPANIED BY A PROFILE OR A PROSPECTUS FOR
IPS NEW FRONTIER FUND.



<PAGE>



                              FINANCIAL STATEMENTS

                              IPS NEW FRONTIER FUND
- --------------------------------------------------------------------------------


                       STATEMENT OF ASSETS AND LIABILITIES
                                November 30, 1999


ASSETS:
Investments in securities, at value -             $6,303,549
 identified cost 4,426,937
Cash                                                  26,100
Accounts Receivable
  Fund shares sold                                    66,298
  Interest                                             2,841
                                                  ----------

Total assets                                       6,398,788

LIABILITIES:
Accounts Payable
  Investments securities purchased                   696,399
  Accrued expenses                                     5,519
                                                  ----------

Total liabilities                                    701,918

Net Assets                                         5,696,870

Net assets consist of:
  Paid in capital                                  3,648,764
  Accumulated realized capital gains                 171,494
  Accumulated unrealized capital gain              1,876,612
                                                  ----------
Net Assets                                         5,696,870
Net asset value (5,696,870/193,818 shares)        $    29.39
                                                  ==========



                             STATEMENT OF OPERATIONS
                          Year Ending November 30, 1999
    -------------------------------------------------------------------------


INVESTMENT INCOME:
  Dividend income                                        $     2,174
  Interest                                                    23,316
                                                         -----------
Total income                                                  25,490

Expenses:
  Management fees                                             28,048
                                                         -----------
Total expense                                                 28,048

Net investment income                                         (2,558)

REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on investments                    192,875
  Change in unrealized appreciation
    of investments for the year                            1,835,687
                                                         -----------
  Net gain (loss) on investments                           2,028,562

NET INCREASE IN NET ASSETS
     RESULTING FROM OPERATIONS                           $ 2,026,004


The accompanying notes are an integral part of the financial statements.

<PAGE>



                              FINANCIAL STATEMENTS

                              IPS NEW FRONTIER FUND
- --------------------------------------------------------------------------------


                       STATEMENT OF CHANGES IN NET ASSETS
    ------------------------------------------------------------------------



                                      December 1,1999 to       August 3,1998 to
                                       November 30, 1999        November 30,1998


INCREASE (DECREASE) IN NET                    1999                      1998
- --------------------------                    ----                      ----

ASSETS FROM OPERATIONS:
Investment income-net                     ($    2,558)               $   1,131
Net realized gain on investments              192,875                  (18,829)
CHANGE IN UNREALIZED                        1,835,687                   40,925
                                          -----------                ---------
APPRECIATION
Net increase in net assets                  2,026,004                   23,227
resulting from operations
DISTRIBUTIONS TO SHAREHOLDERS
FROM:
Investment income-net                          (1,125)                       0
Realized gains                                      0                        0
                                          -----------                ---------
Net decrease in net assets due to              (1,125)                       0
distributions to shareholders
CAPITAL SHARE TRANSACTIONS:
Issued-regular                              3,538,001                  585,867
Issued-in lieu of cash                          1,125                        0
distributions
Redeemed - regular                           (473,229)                  (3,000)
                                          -----------                ---------
INCREASE IN NET ASSETS DUE TO               3,065,897                  582,867
CAPITAL SHARE TRANSACTIONS
INCREASE IN NET ASSETS                      5,090,776                  606,094
NET ASSETS                                    606,094                        0
      Beginning of year
      End of period                       $ 5,696,870                $ 606,094
                                          ===========                =========


he accompanying notes are an integral part of the financial statements.
<PAGE>

                              IPS NEW FRONTIER FUND
            FINANCIAL HIGHLIGHTS, SELECTED PER SHARE DATA AND RATIOS
<TABLE>
<CAPTION>


                                                                         FOR THE YEAR ENDED      FOR THE PERIOD
                                                                         NOVEMBER 30, 1999       AUGUST 3, 1998 TO NOVEMBER 30, 1998
                                                                         -----------------      ------------------------------------

                                                                           PER SHARE DATA:      PER SHARE DATA:
SELECTED PER SHARE DATA:
<S>                                                                        <C>                  <C>
     Net assets value beginning of period                                  $      12.60         $    12.00


INCOME FROM INVESTMENT OPERATIONS
Net Investment income                                                             (0.03)              0.03
Net realized and unrealized gain
    (loss) on investments                                                         16.84               0.57

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

          TOTAL INCOME (LOSS) FROM INVESTMENT OPERATIONS                          16.81               0.60

LESS DISTRIBUTIONS:

Dividends from net investment income                                              (0.02)              0.00
                                                                           ------------         ----------

NET ASSET VALUE:
     End of period                                                         $      29.39         $    12.60
                                                                           ============         ==========

     Total return                                                                133.37%              5.00% <F1>

RATIOS:
     Net assets, end of period (thousands)                                 $      5,697         $      606
     Ratio of expenses to average net assets                                       1.40%               1.40% <F1>
     Ratio of net income to average net assets                                     (.13%)              0.27%
     Portfolio turnover rate                                                     217.50%              15.48%
<FN>
<F1> ANNUALIZED.
</FN>
</TABLE>
================================================================================

                          NOTES TO FINANCIAL STATEMENTS
                          YEAR ENDING NOVEMBER 30, 1999

NOTE 1 - ORGANIZATION

The  company  is  registered  under  the  Investment  Company  Act of  1940 as a
non-diversified,  open-end  management  investment  company.  The company  began
selling shares and making  investments on August 3, 1998. The fund's  investment
objective is growth of capital.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
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.

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. The specific
identification  method is used for  determining  gains and losses for  financial
statement and income purposes.

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.

<PAGE>


NOTE 3 - CAPITAL SHARE TRANSACTIONS

As of November  30,  1999,  there were an  unlimited  number of shares of no par
value capital stock authorized and capital paid was $3,648,764.

Transactions in capital stock for the period 12/01/98  through  11/30/99 were as
follows:
<TABLE>
<CAPTION>

                                               SHARES                                 AMOUNT

                                        1999            1998                1999              1998
                                        ----            ----                ----              ----

<S>                                   <C>              <C>             <C>                 <C>
Shares sold                           181,602          48,349          $3,538,001          $585,867
Share issued in reinvestment
  of Dividends                             87               0               1,125                 0
                                      -------          ------          ----------          --------
     Total                            181,689          48,349           3,539,126           585,867
 Shares redeemed                       35,981             239             473,230             3,000
                                      -------          ------          ----------          --------
Net increase                          145,708          48,110          $3,065,896          $582,867
</TABLE>

NOTE 4 - INVESTMENT TRANSACTIONS

The  Fund  made  purchases  of  investment   securities   (excluding  short-term
securities)  of  $5,974,865  and  3,549,593,  respectively,  during  the  period
December  1,  1998  through   November  30,  1999;   there  were  no  investment
transactions  involving U.S. Government  obligations.  At November 30, 1999, the
unrealized  appreciation  for all  securities  was$1,930,786  and the unrealized
depreciation for all securities was $54,174.  For a net unrealized  appreciation
of $1,876,612.  The aggregate cost of securities for federal income tax purposes
at November 30, 1999 was $4,426,937.

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 1.40% 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.  Total fees
paid to IPS Advisory Inc. during the year ended November 30, 1999 was $28,048.

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

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.

NOTE 6 - CHANGE OF INDEPENDENT ACCOUNTANTS

Effective  October 21, 1999 the Trust selected the accounting  firm of McCurdy &
Associates  CPA's  Inc.  To serve as the  funds'  independent  certified  public
accountants  for the  fiscal  year  ended  November  30,  1999 to fill a vacancy
resulting from Cherry, Bekaert & Holland, L.L.P.'s resignation.  Cherry, Bekaert
&  Holland,  L.L.P.  had  served  as the  funds'  independent  certified  public
accountants for the funds' fiscal years ended November 30, 1998. Cherry, Bekaert
& Holland's  report on the financial  statements of the fund for the fiscal year
ended  November  30, 1998 did not contain an adverse  opinion or  disclaimer  of
opinion or was not  qualified  or  modified  as to  uncertainty,  audit scope or
accounting  principles.  There  were no  disagreements  with  Cherry,  Bekaert &
Holland,  L.L.P. on any matter of accounting principles or practices,  financial
statement  disclosure,  or auditing  scope of  procedure  during the fiscal year
ended November 30, 1998 through the date of their resignation.

The Trust represents that it had not consulted with McCurdy and Associates CPS's
Inc. at any time prior to their  engagement  with respect to the  application of
accounting principles to a specified transaction,  either completed or proposed;
or the type of audit  opinion  that might be  rendered  on the Fund's  financial
statements.


NOTE 7 - RECLASSIFICATION OF CAPITAL ACCOUNTS

The Fund has adopted Statement of position 93-2,  Determination,  Disclosure and
Financial Statement  Presentation of Income,  Capital Gain and Return of Capital
Distributions by Investment Companies.  As a result of this statement,  the Fund
changed the  classification  of distributions to shareholders to better disclose
the  difference  between  financial   statement  amounts  and  distributions  to
shareholders  to better  disclose the  difference  between  financial  statement
amounts and distributions  determined in accordance with income tax regulations.
Accordingly,  undistributed net investment loss and accumulated realized capital
gain have been adjusted as of November 30, 1999 in the following amounts. Theses
restatements did not affect net investment  income,  net realized gain (loss) or
net assets for the year ended November 30, 1999.
<TABLE>
<CAPTION>

           UNDISTRIBUTED NET INVESTMENT LOSS               ACCUMULATED REALIZED CAPITAL GAIN (LOSS)
           ---------------------------------               ----------------------------------------
<S>                    <C>                                                 <C>
                       2,552                                               (2,552)
</TABLE>


<PAGE>


                              IPS NEW FRONTIER FUND
                             SCHEDULE OF INVESTMENTS
                                NOVEMBER 30, 1999

<TABLE>
<CAPTION>


EQUITY SECURITIES:                                             SHARES                 VALUE
<S>                                 <C>                        <C>              <C>
COMPUTER NETWORKING  - 3.6

    Radio Frequency Microdevices  <F1>                         3,000            $   203,810

ELECTRONIC COMMERCE  - 10.5
    Amazon.com  <F1>                                           2,000                170,125
    Doubleclick  <F1>                                          1,500                240,094
    Verisign  <F1>                                             1,000                185,813

INFORMATION & SERVICES  - 20.1
    CMGI  <F1>                                                 1,500                220,688
    Mapquest  <F1>                                             1,000                 24,875
    Network Solutions  <F1>                                    1,700                254,894
    Yahoo! Inc.  <F1>                                          3,000                638,250

INTERNET SERVICE PROVIDERS  - 3.8
    America Online  <F1>                                       2,000                145,375
    Verio  <F1>                                                2,000                 71,875

SEMICONDUCTORS   - 1.5
    National Semiconductor  <F1>                               2,000                 85,000

SOFTWARE  - 36.2
    Broadvision  <F1>                                          3,000                279,188
    Micromuse Inc.  <F1>                                       1,000                114,375
    Phone.com  <F1>                                            1,400                203,000
    Realnetworks  <F1>                                         5,000                697,500
    Silknet  <F1>                                              1,000                 88,250
    Software.com  <F1>                                         3,000                291,188
    Tumbleweed Communication  <F1>                             2,000                 78,000
    Vitria Technology  <F1>                                    3,000                299,438

TELECOMMUNICATIONS   - 13.6
    Clarent Corp.  <F1>                                        1,000                 81,250
    JDS Uniphase  <F1>                                         3,000                686,250

TOTAL COMMON STOCK  - (COST $3,182,626) - 89.3                                    5,059,238
                                                                                -----------

MONEY MARKET FUNDS   - 22.0                             Principal Amount
     Riverfront U.S. Govt Securities Fund                 $ 1,244,331             1,244,311
                                                                                -----------

TOTAL INVESTMENTS  - (COST $4,426,937) - 111.3%                                   6,303,549

EXCESS OF OTHER LIABILITIES OVER OTHER ASSETS    - (11.3)                         (643,429)
                                                                                -----------

NET ASSETS  - 100                                                               $ 5,660,120
                                                                                ===========
<FN>
<F1> Non-income producing
</FN>
</TABLE>


The accompanying notes are an integral part of the financial statements.
<PAGE>


INDEPENDENT AUDITOR'S REPORT


To The Shareholders and
Board of Trustees
IPS New Frontier Fund

We have audited the accompanying  statement of assets and liabilities of IPS New
Frontier Fund, including the schedule of portfolio  investments,  as of November
30, 1999, and the related  statement of operations for the year then ended,  and
the  statement of changes in net assets and  financial  highlights  for the year
then ended and the period from August 3, 1998  (commencement  of  operations) to
June 30, 1998 in the period then ended. 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 investments and cash held by
the custodian as of November 30, 1999 by  correspondence  with the custodian and
broker.  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 IPS
New Frontier Fund as of November 30, 1999, the results of its operations for the
year then ended, and the changes in its net assets and the financial  highlights
for the year then ended and for the period from August 3, 1998  (commencement of
operations)  to June 30,  1998 in the period  then  ended,  in  conformity  with
generally accepted accounting principles.




McCurdy & Associates CPA's, Inc.
Westlake, Ohio
December 8, 1999



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