KENNEBEC FUNDS TRUST
N-30D, 1996-05-28
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<PAGE>

[PHOTO]

Harley K. Sefton

Chairman, Kennebec Funds Trust
President and Chief Executive Officer,  
Kennebec Capital Management, Inc.

Prior to founding Kennebec Capital Management, Inc., Mr. Sefton was President 
of First Interstate Capital Management, Inc. (formerly San Diego Financial 
Capital Management, Inc., a wholly owned subsidiary of San Diego Trust & 
Savings Bank). There he was instrumental in creating the Pacifica Family of 
Mutual Funds which achieved $1.2 billion in assets under management. Mr. 
Sefton was also associated with San Diego Trust & Savings Bank for almost 20 
years, where he most recently served as Vice Chairman of the Board and 
Executive Vice President/Division Manager of Financial Services. Mr. Sefton 
received his B.A. in History from the University of San Diego.

DEAR SHAREHOLDER:

     Enclosed is your copy of the Kennebec Funds Annual report for the period 
ended March 31, 1996.  Many new shareholders have joined us since our last 
report and we would like to welcome all of you, and thank you for placing 
your trust in us.

     At this time of the year we find ourselves concerned with taxes and the 
effect they have on our financial lives. Now is an excellent time for 
investors to be reviewing their portfolios to be sure that everything 
possible is being done to minimize the impact of taxes. It is not so much 
what you make, but what you keep that is important.   

     If you are a California resident in the top tax brackets, you are paying 
between 40-46% of your income to the State of California and to the U.S. 
Government. There are, of course, a number of ways to try to minimize the 
effect of taxes on your income. If you have access to any company sponsored 
retirement plans, such as a 401(k) or a 403(b), utilizing them to the fullest 
extent is a very good way to defer income for retirement purposes; as any 
salary deferred into one of these plans is not subject to income taxes until 
withdrawal (subject to penalties for early withdrawals). 

     Not to be forgotten is the Individual Retirement Account (IRA). The tax 
law concerning these types of retirement accounts was changed several years 
ago, which affected the deductibility of contributions. There generally are 
still advantages to continuing to make annual contributions or, if you don't 
have an IRA, to beginning one now. Every dollar set aside into an IRA is 
allowed to grow untaxed until retirement - a powerful advantage! And don't 
wait until 


                                                                           1 

<PAGE>

the end of the year to make your contribution; make your 1996 
contribution right now and put time and money to work for you now.

     The Kennebec Funds are a San Diego mutual fund group created to serve 
the needs of San Diego people. Of course, you don't have to live in San Diego 
to enjoy the benefits of our Funds! With our exceptional team of investment 
managers, you have the security of knowing that your investment is being 
managed on a full time basis by professionals, combining value with 
outstanding personal service.

     Over the past year, the Kennebec Funds have gone through many changes 
and experienced excellent growth. In keeping pace with our growth and to 
reflect our strong ties to the San Diego community, the Fund will effect a 
name change in the near future; the new name for the Funds will be the SEFTON 
FUNDS. 

     If there is anything we can do to help, please call us at 800-524-2276.

Sincerely,


[SIG CUT]

Harley K. Sefton
Chairman


OVERALL ECONOMIC REVIEW

     During the second quarter of 1995, interest rates fell dramatically as 
investors reacted to evidence of a weaker economy. Subsequently, the Federal 
Reserve reduced the federal funds rate in July by 25 basis points and lowered 
the federal funds rate by 50 basis points over the next six months. 
Coincidentally, the third and fourth quarters of 1995 saw generally weak 
economic growth as businesses worked through high inventories. Moreover, a 
partial shutdown of the Federal government caused by budget indecisions 
placed additional pressures on the economy. Fortunately, recent evidence 
suggests that the economic weakness experienced over the last year has 
subsided. For example, vibrant employment reports and strong retail sales 
suggest an improving economy.  


2

<PAGE>

KENNEBEC U.S. GOVERNMENT FUND 

[PHOTO]

Ted J. Piorkowski, C.F.A.

Vice President and Portfolio Manager 
(U.S. Government & California Tax-Free Fund)

Joining Kennebec Capital Management, Inc. at its inception, Mr. Piorkowski 
was previously with First Interstate Capital Management, Inc. (formerly San 
Diego Financial Capital Management, Inc., a wholly owned subsidiary of San 
Diego Trust & Savings Bank) as Vice President and Portfolio Manager for six 
years. Mr. Piorkowski functioned as a fixed-income Portfolio Manager for 
Pacifica Mutual Funds, managing $350 million in assets.  His responsibilities 
also included independent credit analysis and review, short-term liquidity 
management and individual issue management.  He was also associated with San 
Diego Trust & Savings Bank as an Accounting Officer in the Comptroller's 
office for two years. Mr. Piorkowski received his B.S. in Finance and an 
M.B.A. from San Diego State University.  He received his Chartered Financial 
Analyst designation in 1991 and is a member of the Financial Analysts Society 
of San Diego.

AN INTERVIEW WITH TED PIORKOWSKI, 
PORTFOLIO MANAGER

Q.  HOW DID THE FUND PERFORM?

A.  The Kennebec U.S. Government Fund has a since inception (4/3/95) total 
return of 9.06% for the period ended March 31, 1996. This return was produced 
with a neutral maturity/duration positioning for most of the time period. As 
of March 31, 1996, the Fund has a weighted average maturity of 7.3 years. We 
position our sector allocation relative to broad fixed income indices. As of 
March 31, 1996, we are underweighted in the corporate sector, overweighted in 
the treasury/agency sector and neutrally weighted in the mortgage sector.

Q.  WHAT IS YOUR APPROACH TO FIXED INCOME MANAGEMENT? 

A.  Our fundamental approach relies upon horizon analysis, which describes 
differing measures of total return, based upon changes in prevailing interest 
rates, reinvestment rates and time periods. Total return scenarios from 
horizon analysis are then weighted against the inherent risks of bond 
investing. The types of risk that we aggressively manage include interest 
rate risk, reinvestment rate risk, call risk, default risk, and liquidity 
risk.

                                                                           3 

<PAGE>

AN INTERVIEW WITH TED PIORKOWSKI, 
PORTFOLIO MANAGER (CONTINUED)

Q.  DO YOU FORECAST INTEREST RATES? 

A.  No (our crystal ball is as flawed as anyone else's)! While we do not 
forecast interest rates, we do express an informed, professional opinion 
about the direction of relevant interest rates. We develop our opinion using 
fundamental economic, technical and market-based sources of information. We 
do believe inherent in any bond purchase or bond fund there is an implied 
interest rate forecast.

Q.  WHAT ARE THE MAJOR ISSUES CONCERNING BONDS FOR THE REMAINDER OF 1996?

A.  We believe bonds will continue to focus on the strength of the economy 
and whether or not economic strength will be accompanied by increasing 
inflation. At this time we think that the economy will experience moderate 
growth with low inflation. 

KENNEBEC U.S. GOVERNMENT FUND
PORTFOLIO HIGHLIGHTS AS OF MARCH 31, 1996

Net Assets $19,096,348

        Sector Diversification            Significant Holdings

Other                                    U.S. Treasury Note 6.25% 
2%                                         Due 2/15/2003 

Agency                                   U.S. Treasury Note 7.50% 
8%                                         Due 2/15/2005 

 [PIE CHART]                             FHLMC 8.53%     
                                           Due 2/02/2005  
Corporate
8%                                       FHLMC 7.50%     
                                           Due 4/01/2014 
Mortgage
23%

Treasury
59%




4

<PAGE>

KENNEBEC U.S. GOVERNMENT FUND
PORTFOLIO PERFORMANCE

Results of a hypothetical $10,000 investment in the
Kennebec U.S. Government Fund, the Lipper Intermediate U.S. Government 
Funds Average(1) and the Lehman Brothers Government Bond Index(2).
(FUND INCEPTION DATE: APRIL 3, 1995)



[CHART]


Performance figures reflect the reinvestment of dividends, capital gains 
distributions, all fee waivers and expense reimbursements. Without the 
absorption of fee waivers and expense reimbursements, total return figures 
would have been lower. Performance data quoted represents past performance 
and is not indicative of future results. Share price, investment return, and 
principal value will fluctuate so that your shares, when redeemed, may be 
worth more or less than their original cost.

(1) Lipper Intermediate U.S. Government Funds Average - This average is 
    composed of 118 funds with an investment objective to invest at least
    65% of assets in securities issued or guaranteed by the U.S. Government,
    its agencies or instrumentalities with dollar-weighted average maturities
    of 5 to 10 years. 

(2) Lehman Brothers Government Bond Index - This index includes fixed rate 
    debt issues (all public obligations of the U.S. Treasury, all publicly 
    issued debt of U.S. Government agencies and quasi-federal corporations 
    and corporate debt guaranteed by the U.S. Government) rated investment 
    grade or higher by Moody's Investors Services, Standard & Poor's Corporation
    or Fitch Investor's Service, in that order. It is an unmanaged index. 

Cumulative Total Return 
<TABLE>
FOR THE PERIODS ENDED 3/31/96       KENNEBEC           LIPPER U.S.   LEHMAN BROTHERS 
                             U.S. GOVERNMENT    INTERMEDIATE GOV'T        GOVERNMENT 
                                        FUND         FUNDS AVERAGE        BOND INDEX 
- ------------------------------------------------------------------------------------ 
<S>                               <C>                 <C>                <C>         
THREE MONTHS                          (2.59%)               (1.68%)           (2.26%)
SIX MONTHS                             1.74%                 1.96%             2.20% 
NINE MONTHS                            3.30%                 3.56%             4.01% 
SINCE INCEPTION                        9.06%                 8.84%            10.46% 
</TABLE>

                                                                           5 

<PAGE>

KENNEBEC CALIFORNIA TAX-FREE FUND

AN INTERVIEW WITH TED PIORKOWSKI, 
PORTFOLIO MANAGER


Q.  HOW DID THE FUND PERFORM?  

A.  The Kennebec California Tax-Free Fund had a since inception (4/3/95) 
total return of 6.60% for the period ended March 31, 1996. This return is 
somewhat less than we had hoped, but reflects the significant holding of 
lower yielding floating rate municipal issues the Fund held throughout the 
year. We held these issues as tax-exempt alternatives to cash as the Fund 
experienced significant growth during the year. As of March 31, 1996, the 
Fund has net assets of more than $40 million.

Q.  HOW DO YOU APPROACH TAX-FREE INVESTING?

A.  While we do utilize horizon analysis for the Fund's investment 
management, we also focus upon the underlying credit worthiness of a 
particular bond issue. We have an "essential service" bias for most given 
bond issues. The "essentiality" of a given service that a bond issue 
finances is viewed as a positive credit quality consideration. The Fund 
reflects this "essential service" bias in its sector allocation. The Fund's 
major allocations include water, education, waste, transportation, and power 
sectors.

Q.  HOW DO YOU VIEW MUNICIPAL BOND INSURANCE?

A.  The municipal bond market today has a majority of new bond issues that 
carry municipal bond insurance. Insurance is provided by companies including 
MBIA (Municipal Bond Investors Assurance Corporation), AMBAC (AMBAC Indemnity 
Corporation) and FGIC (Financial Guaranty Insurance Company). We view 
insurance as a secondary credit enhancement to a given issuer's underlying 
credit quality. As of March 31, 1996, the Fund has approximately 54% of its 
net assets enhanced with municipal bond insurance.

Q.  WHAT ARE YOUR CONCERNS ABOUT THE TAX-REFORM DEBATE?

A.  We believe the tax-reform debate has ended for 1996. We think the debate 
could return again in 1997 or later as an agenda item for either party. We 
also believe that any future reform should protect the current tax-exempt 
status of existing issues with some type of grandfathering consideration, 
however, there are no guarantees should such legislation be adopted.



6

<PAGE>

KENNEBEC CALIFORNIA TAX-FREE FUND
PORTFOLIO HIGHLIGHTS AS OF MARCH 31, 1996

NET ASSETS $42,592,621

        SECTOR DIVERSIFICATION            SIGNIFICANT HOLDINGS

Floaters                                  California Educational 
7%                                        Facilities-Pomona College 
                                          6.125%, Due 02/15/08 
Waste             
8%                                        Marin Municipal Water District 
                                          5.55%, Due 07/01/23
Misc.             
Revenues                                  M-S-R Public Power Agency
9%                                        6.00%, Due 07/01/20
                  
Health                                    San Diego County Regional 
9%                                        Transportation District
                                          Commission
General                                   5.00%, Due 04/01/07 
Obligations       
7%                

Power             
10%               
                  
      [PIE CHART] 
                  
Housing           
5%                
                  
Transportation    
11%               
                  
Certificate of    
Participation     
4%                
                  
Water             
15%               
                  
Prisons           
2%                
                  
Education         
13%               


















                                                                           7 


<PAGE>

KENNEBEC CALIFORNIA TAX-FREE FUND
PORTFOLIO PERFORMANCE

Results of a hypothetical $10,000 investment in the
Kennebec California Tax-Free Fund, the Lipper California Municipal Debt 
Funds Average(3) and the Lehman Brothers Municipal Bond Index(4)
(FUND INCEPTION DATE: APRIL 3, 1995)


                       [CHART]



Performance figures reflect the reinvestment of dividends, capital gains 
distributions, all fee waivers and expense reimbursements. Without the 
absorption of fee waivers and expense reimbursements, total return figures 
would have been lower. Performance data quoted represents past performance 
and is not indicative of future results. Share price, investment return, and 
principal value will fluctuate so that your shares, when redeemed, may be 
worth more or less than their original cost.

(3) Lipper California Municipal Debt Funds Average - This average is composed 
    of 97 funds with an investment objective to invest its assets in municipal
    debt issues which are exempt from taxation in California. 

(4) Lehman Brothers Municipal Bond Index - This index is a total return 
    performance benchmark for the long-term, investment-grade tax-exempt bond
    market. Returns and attributes for the index are calculated semi-monthly
    using approximately 25,000 municipal bonds. It is an unmanaged index. 


Cumulative Total Return 

<TABLE>
FOR THE PERIODS ENDED 3/31/96             KENNEBEC                 LIPPER      LEHMAN BROTHERS 
                               CALIFORNIA TAX-FREE   CALIFORNIA MUNICIPAL       MUNICIPAL BOND 
                                              FUND          FUNDS AVERAGE                INDEX 
- ---------------------------------------------------------------------------------------------- 
<S>                             <C>                    <C>                       <C>           
THREE MONTHS                                (1.48%)                (2.19%)              (1.21%)
SIX MONTHS                                   3.22%                  2.95%                2.87% 
NINE MONTHS                                  6.19%                  5.39%                5.83% 
SINCE INCEPTION                              6.60%                  7.28%                8.38% 
</TABLE>


8

<PAGE>

KENNEBEC EQUITY VALUE FUND 

[PHOTO]

Thomas C. Bowden, C.F.A.

Vice President and Portfolio Manager 
(Equity Value Fund)

Mr. Bowden joined Kennebec Capital Management, Inc. in February 1995 after 
serving as Vice President and Portfolio Manager (Equity) with First 
Interstate Capital Management, Inc. (formerly San Diego Financial Capital 
Management, Inc., a wholly owned subsidiary of San Diego Trust & Savings 
Bank) for nine years. During that time, he worked in the areas of equity 
analysis, trading and portfolio management. In addition, Mr. Bowden was 
co-manager of the Pacifica Equity Value and Pacifica Balanced Mutual Funds, 
managing over $250 million in assets.  During his tenure, he was involved in 
account management for individuals, corporations and foundations. Previously, 
Mr. Bowden was a Commercial Loan Officer with Bank of America for two years.  
He received his B.S. in Finance and Business Economics from the University of 
Southern California and an M.B.A. from the University of Chicago. He received 
his Chartered Financial Analyst designation in 1989.  Mr. Bowden is also a 
member of the Financial Analysts Society of San Diego.

Leif 0. Sanchez, C.F.A.

Vice President and Portfolio Manager 
(Equity Value Fund)

Mr. Sanchez established the equity department at Kennebec Capital Management, 
Inc. in February 1995 after ten years as Vice President and Portfolio Manager 
with First Interstate Capital Management, Inc. (formerly San Diego Financial 
Capital Management, Inc., a wholly owned subsidiary of San Diego Trust & 
Savings Bank). During that time he worked in the areas of equity analysis, 
trading and portfolio management.  Most recently, he was Co-Manager of the 
Pacifica Equity Value and Pacifica Balanced Mutual Funds, managing over $250 
million in assets.  He was also involved in the management of accounts for 
individuals, corporations and foundations.  Mr. Sanchez received a B.A. in 
Engineering from Harvard University in Cambridge, Massachusetts and obtained 
his Chartered Financial Analyst designation in 1989.  Mr. Sanchez is also a 
member of the Financial Analysts Society of San Diego.


                                                                           9 
<PAGE>

AN INTERVIEW WITH THOMAS BOWDEN AND LEIF SANCHEZ, 
PORTFOLIO MANAGERS

Q.  TOM AND LEIF, HOW HAS THE KENNEBEC EQUITY VALUE FUND PERFORMED DURING ITS 
FIRST YEAR?

A.  Since inception (4/3/95), the Fund is up 26.31% on a total return basis 
(price changes plus reinvested dividends and distributions). We are satisfied 
with this return, although it could have been even better had we not been so 
cautious about getting the Fund invested in the rapidly rising market that we 
experienced during the first three months of operations. 

Q.  WHAT WERE SOME OF THE STOCKS THAT CONTRIBUTED TO THE STRONG YEAR?      

A.  Top performers in the Fund included Sears, Eckerd, Pacificare Health 
Systems, Allstate, Kroger and LSI Logic. In addition, each of our banks 
(Chase Manhattan, BankAmerica, NationsBank and Citicorp) also did very well.

Q.  WHAT ARE THE CHARACTERISTICS OF THE STOCKS YOU BUY?

A.  We are "value" investors, which means that we look for situations where 
we believe the stock price of a company does not adequately reflect the 
positive fundamentals that the company possesses. We believe that most of our 
larger capitalization holdings are companies that are contrarian in nature 
because they are involved in unglamorous, out-of-favor industries. Many of 
the smaller companies that we buy are, in our view, overlooked, neglected or 
misunderstood by the vast majority of investors. Frequently, these stocks may 
have already suffered a dramatic price decline or prolonged period of 
underperformance that leaves them attractively priced relative to their peer 
group. In addition, most of our stocks have a catalyst present that we expect 
will unlock their potential within the next twelve months. Examples of 
typical catalysts would be things such as new management, new products, major 
cost-cutting or a cyclical surge in profitability. In summary, we look for 
stocks that possess low relative valuation multiples and a catalyst that will 
help them reach normal valuation levels within a year.

Q.  HOW DO YOU MANAGE RISK IN THE FUND?

A.  One of the primary advantages of stock investing with a "value" approach 
is that it should limit the overall downside risk of a portfolio. In other 
words, stocks that are relatively underpriced should have less distance to 
fall in a market correction than stocks which are fully priced. We seek a 
favorable balance between risk and reward by constructing a Fund with high 
liquidity and a broad diversification of industries and sectors. For example, 
no more than 5% of the Fund's net assets can be invested in a single security 
and no economic sector will exceed 20% of the Fund's net assets. On occasion 
foreign stocks are held, but they will generally amount to less than 10% of 
net assets.      

10 

<PAGE>

AN INTERVIEW WITH THOMAS BOWDEN AND LEIF SANCHEZ, 
PORTFOLIO MANAGERS (CONTINUED)

Q.  HOW DO YOU DETERMINE WHEN TO SELL A STOCK?

A.  Regardless of whether a stock has gone up or down, it is sold out of the 
Fund when the stock no longer appears to be undervalued relative to its peer 
group or the broad market. We may also sell a stock if an original catalyst 
for higher prices no longer seems plausible or imminent. As a final risk 
control measure, we sell any stock that declines by 15% from our cost or 
during the course of a calendar year.

Q.  WHAT RECENT CHANGES HAVE YOU MADE IN THE FUND AND HOW ARE YOU POSITIONED 
FOR THE BALANCE OF 1996?

A.  Recent activity in the Fund related primarily to increasing the economic 
sensitivity of the portfolio. Numerous purchases were made in the basic 
industry, manufacturing, services and technology sectors. Many stocks in 
these areas were attractively priced after severely underperforming the 
market over the latter half of 1995. As of March 31, 1996, the Fund was 
almost neutral with respect to sector exposure, with each industry group plus 
or minus 3% versus its respective S&P benchmark. The only exception to this 
is the health care area, where we remain very underweighted owing to the lack 
of undervalued stocks. We do not anticipate any major changes in the Fund's 
composition in the coming months, although we may increase our weight in 
electric utilities owing to the group's large underperformance so far during 
1996.

KENNEBEC EQUITY VALUE FUND
PORTFOLIO HIGHLIGHTS AS OF MARCH 31, 1996

NET ASSETS $36,325,968

    SECTOR DIVERSIFICATION     TOP TEN HOLDINGS 
    ----------------------     ---------------- 
Energy                         1.  International Business 
9.4%                                Machines                      4.3% 
                               2.  Tenneco, Inc.                  4.0% 
Health Care                    3.  Chemical Banking Corp.         3.9%
2.4%                           4.  Repsol, S.A.                   3.7%
                               5.  Kroger Company                 3.5%
Consumer                       6.  Phillip Morris Companies Inc.  3.3%
Cyclicals                      7.  American Stores Corporation    3.3%
9.7%                           8.  Dillard Department Stores      3.3%
                               9.  Ryder System, Inc.             2.9%
Manufacturing                  10. Echlin Inc.                    2.8%
10.0%                  
                       
Consumer               
Staples                                                              
11.4%                  
                       
Technology             
7.7%                   
                       
           [PIE CHART] 
                       
Utilities/REITs        
12.0%                  
                       
Basic Industry         
8.4%                   
                       
Finance                
13.7%                  
                       
Services               
7.2%                   
                       
Cash                   
8.1%                   
                       

                                                                            11
<PAGE>

KENNEBEC EQUITY VALUE FUND
PORTFOLIO PERFORMANCE

Results of a hypothetical $10,000 investment in the
Kennebec Equity Value Fund, the Lipper Growth Funds Average(5) and the 
S&P 500(6).
(FUND INCEPTION DATE: APRIL 3, 1995)



                           [CHART]



Performance figures reflect the reinvestment of dividends, capital gains 
distributions, all fee waivers and expense reimbursements. Without the 
absorption of fee waivers and expense reimbursements, total return figures 
would have been lower. Performance data quoted represents past performance 
and is not indicative of future results. Share price, investment return, and 
principal value will fluctuate so that your shares, when redeemed, may be 
worth more or less than their original cost.

(5)  Lipper Growth Funds Average - This average is composed of 644 funds with
     an investment objective to invest in companies whose long-term earnings
     are expected to grow significantly faster than the earnings of the stocks
     represented in the major unmanaged stock indices.  

(6)  Standard & Poor's 500 - The S&P 500 is a broad-based measurement of 
     changes in stock-market conditions based on the average performance of 
     500 widely held common stocks. It is an unmanaged index. 

Cumulative Total Return 
FOR THE PERIODS ENDED 3/31/96    KENNEBEC         LIPPER              
                             EQUITY VALUE   GROWTH FUNDS      S&P 500 
                                     FUND        AVERAGE        INDEX 
- --------------------------------------------------------------------- 
THREE MONTHS                        8.85%          5.35%        5.36% 
SIX MONTHS                         11.97%          7.88%       11.70% 
NINE MONTHS                        22.04%         17.20%       20.56% 
SINCE INCEPTION                    26.31%         28.46%       32.06% 


12

<PAGE>

DEFINITION OF COMMON TERMS

GAIN (OR LOSS)

     If a stock or bond appreciates in price, there is an unrealized gain; if 
it depreciates there is an unrealized loss. A gain or loss is "realized" upon 
the sale of a security; if a Fund's net gains exceed net losses, there may be 
a capital gain distribution to shareholders. There could also be an ordinary 
income distribution if the net gain is short term or no distribution if there 
is a capital loss carryover.

DIVIDEND

     Net income distributed to shareholders generated by securities in a 
Fund. The Kennebec U.S. Government Fund and the Kennebec California Tax-Free 
Funds pay dividends monthly. The Kennebec Equity Value Fund pays dividends 
quarterly.

NET ASSET VALUE (NAV) PER SHARE

     Total market value of all securities and other assets held by a 
Portfolio, minus liabilities, divided by the number of shares outstanding. It 
is the value of a single share of a mutual fund on a given day. The total 
market value of your investment would be the NAV multiplied by the number of 
shares you own. NAV generally fluctuates daily for all the Kennebec Funds. 

CERTIFICATES OF PARTICIPATION

     Certificates of participation (COPs), or lease-secured bonds, represent 
a bondholder's proportionate interest in rental payments made under a 
municipal lease contract. The payments are normally made pursuant to a lease 
and trust agreement. This type of tax-exempt municipal leasing has become an 
attractive alternative to traditional bond financing.

INSURED BONDS

     Insured Bonds refer to municipal obligations which are covered by an 
insurance policy issued by independent insurance companies. The policies 
insure the payment of principal and interest of the issuer. Examples of such 
companies would be MBIA (Municipal Bond Investors Assurance Corporation), 
AMBAC (AMBAC Indemnity Corporation) or FGIC (Federal Guaranty Insurance 
Company). Bonds insured by MBIA, AMBAC and FGIC are rated AAA.

GENERAL OBLIGATION BONDS 

     General obligation bonds (GOs) are debts backed by the general taxing 
power of the issuer. Payment of the obligation may be backed by a specific 
tax or the issuer's general tax fund. Examples of GOs include sidewalk bonds, 
sewer bonds, street bonds and so on. These bonds are also known as FULL FAITH 
AND CREDIT bonds because the debt is a general obligation of the issuer.

REVENUE BONDS

     Revenue Bonds are issued to provide capital for the construction of a 
revenue-producing facility. The interest and principal payments are backed to 
the extent that the facility 


                                                                          13

<PAGE>

DEFINITION OF COMMON TERMS (CONTINUED)

REVENUE BONDS (CONTINUED)

produces revenue to pay. Examples of revenue bonds include toll bridges, 
roads, parking lots and ports. The municipality is not obligated to cover 
debt payments on revenue bonds in default.

BOND RATINGS

     The quality of bonds can, to some degree, be determined from the ratings 
of the two most prominent rating services:  Moody's and Standard & Poor's. 
The ratings are used by the government and industry regulatory agencies, the 
investing public, and portfolio managers as a guide to the relative security 
and value of each bond. The ratings are not used as an absolute factor in 
determining the strength of the pledge securing a particular issue. However, 
since Moody's and Standard & Poor's rate bonds on a fee basis, some issuers 
choose not to be rated. Many non-rated issues are sound investments. 

DESCRIPTION OF MOODY'S BOND RATINGS:

     Excerpts from Moody's description of its four highest bond ratings are 
listed as follows: Aaa - judged to be the best quality and they carry the 
smallest degree of investment risk; Aa -judged to be of high quality by all 
standards. Together with the Aaa group, they comprise what are generally know 
as high grade bonds; A - possess many favorable investment attributes and are 
to be considered as "upper medium grade obligations"; Baa -  considered to be 
medium grade obligations, i.e., they are neither highly protected nor poorly 
secured. Interest payments and principal security appear adequate for the 
present but certain protective elements may be lacking or may be 
characteristically unreliable over any great length of time. Other Moody's 
bond descriptions include: Ba - judged to have speculative elements, their 
future cannot be considered as well assured; B - generally lack 
characteristics of the desirable investment; Caa - are of poor standing. Such 
issues may be in default or there may be present elements of danger with 
respect to principal or interest; Ca - speculative in a high degree, often in 
default; C - lowest rated class of bonds, regarded as having extremely poor 
prospects.

     Moody's also supplies numerical indicators 1, 2 and 3 to rating 
categories. The modifier 1 indicates that the security is in the higher end 
of its rating category; the modifier 2 indicates a mid-range ranking; and 
modifier 3 indicates a ranking toward the lower end of the category.

DESCRIPTION OF S&P'S BOND RATINGS:

     Excerpts from S&P's description of its four highest bond ratings are 
listed as follows:  AAA - highest grade obligations, in which capacity to pay 
interest and repay principal is extremely strong; AA - also qualify as high 
grade obligations, having a very strong capacity to pay interest and repay 
principal, and differs from AAA issues only in a small degree; A - regarded 
as upper medium grade, having a strong capacity to pay interest and repay 
principal, although they are somewhat more susceptible to the adverse effects 
of changes in circumstances and economic conditions than debt in higher rated 
categories; BBB - regarded as having an adequate capacity to pay interest and 
repay principal. Whereas it normally exhibits adequate 

14

<PAGE>

DEFINITION OF COMMON TERMS (CONTINUED)

DESCRIPTION OF S&P'S BOND RATINGS (CONTINUED)

protection parameters, adverse economic conditions or changing circumstances 
are more likely to lead to a weakened capacity to pay interest and repay 
principal for debt in this category than in higher rated categories. This 
group is the lowest which qualifies for commercial bank investment.  BB, B, 
CCC, CC - predominantly speculative with respect to capacity to pay interest 
and repay principal in accordance with terms of the obligations; BB indicates 
the highest grade and CC the lowest within the speculative rating categories.

     S&P applies indicators "+," no character, and "-" to its rating 
categories. The indicators show relative standing within the major rating 
categories.

DESCRIPTION OF MOODY'S RATINGS OF NOTES AND VARIABLE RATE DEMAND INSTRUMENTS:

     Moody's ratings for state and municipal short-term obligations will be 
designated Moody's Investment Grade or MIG. Such ratings recognize the 
differences between short-term credit and long-term risk. Short-term ratings 
on issues with demand features (variable rate demand obligations) are 
differentiated by the use of the VMIG symbol to reflect such characteristics 
as payment upon periodic demand rather than fixed maturity dates and payments 
relying on external liquidity.

     MIG 1/VMIG 1:  This designation denotes best quality. There is present 
strong protection by established cash flows, superior liquidity support or 
demonstrated broad-based access to the market for refinancing.

     MIG 2/VMIG 2:   This denotes high quality. Margins of protection are 
ample although not as large as in the preceding group. 

TOTAL RETURN

     Total return measures a Portfolio's performance over a stated period of 
time, taking into account the combination of dividends paid and the gain or 
loss in the value of the securities held in the Portfolio. It may be 
expressed on an average annual basis or a cumulative basis (total change over 
a given period).

     Whenever a Portfolio, other than a Money Market Portfolio, reports any 
type of performance, it must also report the average annual total return 
according to the standardized calculation developed by the SEC. This 
standardized calculation was introduced to help investors compare different 
mutual funds on an equal performance basis. The SEC average annual total 
return calculation includes the effects of all of the fund's fees and 
expenses, and assumes the reinvestment of all dividends and capital gains.




                                                                           15 


<PAGE>

KENNEBEC U.S. GOVERNMENT FUND
STATEMENT OF ASSETS AND LIABILITIES
March 31, 1996 


ASSETS
Investments, at value (cost-$18,540,569)                         $18,922,035 
Cash                                                                     464 
Interest receivable                                                  273,330 
Organizational costs, net of accumulated amortization                 32,150 
Prepaid expenses                                                         543 
- ---------------------------------------------------------------------------- 
Total Assets                                                      19,228,522 
- ---------------------------------------------------------------------------- 

LIABILITIES
Payables:
   Investment advisory fee                                               414 
   Administration                                                      5,300 
   Dividends                                                          93,821 
   Other                                                              32,639 
- ---------------------------------------------------------------------------- 

Total Liabilities                                                    132,174 
- ---------------------------------------------------------------------------- 

NET ASSETS                                                       $19,096,348 
- ---------------------------------------------------------------------------- 
- ---------------------------------------------------------------------------- 

COMPOSITION OF NET ASSETS 
Paid-in capital                                                  $18,574,086 
Accumulated net realized gain from investment transactions           140,796 
Net unrealized appreciation of investments                           381,466 
- ---------------------------------------------------------------------------- 

NET ASSETS                                                       $19,096,348 
- ---------------------------------------------------------------------------- 
- ---------------------------------------------------------------------------- 

NET ASSET VALUE PER SHARE
Shares of beneficial interest outstanding                          1,545,813 
- ---------------------------------------------------------------------------- 

Net asset value, offering, and redemption price per share             $12.35 
- ---------------------------------------------------------------------------- 
- ---------------------------------------------------------------------------- 


See Notes to Financial Statements.


16

<PAGE>

KENNEBEC U.S. GOVERNMENT FUND
STATEMENT OF INVESTMENTS
March 31, 1996 


FACE VALUE                                                     MARKET VALUE* 
- ----------                                                     ------------- 
                 CORPORATE BONDS  8.28%
- ---------------------------------------------------------------------------- 
                 Finance  8.28%
- ---------------------------------------------------------------------------- 
 $500,000        Integra Bank, MTN,
                  6.55%, 06/15/00                                 $  498,666 
  500,000        Lehman Brothers Holdings,
                  8.75%, 05/15/02                                    543,387 
  500,000        Salomon Inc,
                  9.25%, 05/01/01                                    538,687 
                                                                  ---------- 

TOTAL CORPORATE BONDS
  (Cost $1,532,223)                                                1,580,740 
                                                                  ---------- 

                 MORTGAGE-BACKED SECURITIES  22.53%
- ---------------------------------------------------------------------------- 
  828,891        Federal Home Loan Mortgage Corp, 
                  7.50%, 07/01/09                                    842,878 
1,746,276        Federal Home Loan Mortgage Corp, 
                  7.50%, 04/01/14                                  1,754,762 
  905,542        Federal National Mortgage Association,
                  7.00%, 05/01/14                                    892,139 
  806,143        Federal National Mortgage Association,
                  8.00%, 01/01/15                                    812,849 
                                                                  ---------- 

TOTAL MORTGAGE-BACKED SECURITIES
  (Cost $4,287,764)                                                4,302,628 
                                                                  ---------- 

                 U.S GOVERNMENT AGENCIES  7.62%
- ---------------------------------------------------------------------------- 
  500,000        Federal Home Loan Mortgage Corp,
                  8.625%, 11/29/04                                   528,813 
  875,000        Federal Home Loan Mortgage Corp,
                  8.53%, 02/02/05                                    925,381 
                                                                  ---------- 

TOTAL U.S. GOVERNMENT AGENCIES
  (Cost $1,426,200)                                                1,454,194 
                                                                  ---------- 

                 U.S. GOVERNMENT TREASURIES  59.32%
- ---------------------------------------------------------------------------- 
1,000,000        U.S. Treasury Bonds,
                  7.25%, 05/15/16                                  1,044,686 
                 U.S. Treasury Notes:
1,000,000         7.75%, 02/15/01                                  1,068,750 
2,000,000         7.50%, 05/15/02                                  2,129,372 
2,800,000         6.25%, 02/15/03                                  2,791,250 
1,000,000         7.25%, 08/15/04                                  1,054,061 
1,000,000         7.875%, 11/15/04                                 1,095,311 
2,000,000         7.50%, 02/15/05                                  2,145,000 
                                                                  ---------- 

TOTAL U.S. GOVERNMENT TREASURIES
  (Cost $11,038,339)                                              11,328,430 
                                                                  ---------- 


                                                                          17 
<PAGE>

KENNEBEC U.S. GOVERNMENT FUND
STATEMENT OF INVESTMENTS (CONTINUED)
March 31, 1996 

FACE VALUE                                                     MARKET VALUE* 
- ----------                                                     ------------- 
                 REPURCHASE AGREEMENT 
                 COLLATERALIZED BY U.S.
                 GOVERNMENT OBLIGATIONS  1.34%
- ---------------------------------------------------------------------------- 
 $256,000        Repurchase agreement with State Street 
                 Bank & Trust Company, 2.00%, dated 
                 03/29/96 and maturing 04/01/96, 
                 collateralized by U.S. Treasury 
                 Bonds, 11.25%, due 02/15/15 with a 
                 value of $266,289 (Cost $256,043)               $   256,043 
                                                                 ----------- 
TOTAL INVESTMENTS
  (Cost $18,540,569)                                    99.09%   $18,922,035 

Other Assets in Excess of Liabilities                    0.91%       174,313 
                                                       ------    ----------- 

NET ASSETS                                             100.00%   $19,096,348 
                                                       ------    ----------- 
                                                       ------    ----------- 

* See Note 1 to Financial Statements.



















18

<PAGE>

KENNEBEC U.S. GOVERNMENT FUND
STATEMENT OF OPERATIONS
For the Period Ended March 31, 1996 (1)


INVESTMENT INCOME
Interest                                                           $1,252,093 
- ----------------------------------------------------------------------------- 

Total Investment Income                                             1,252,093 
- ----------------------------------------------------------------------------- 

EXPENSES
Investment advisory fee                                               112,654 
Administration                                                         37,324 
Fund accounting                                                        28,393 
Legal                                                                   8,249 
Audit                                                                  18,030 
Custodian                                                              17,436 
Amortization of organization costs                                      6,380 
Transfer agency                                                        12,012 
Printing                                                                2,060 
Insurance                                                               3,836 
Registration                                                            8,001 
Trustees fee                                                            1,953 
Other                                                                   3,930 
- ----------------------------------------------------------------------------- 

Total Expenses                                                        260,258 
- ----------------------------------------------------------------------------- 

Expenses waived by:
   Investment adviser                                                 (52,605)
   Administrator                                                      (16,798)
- ----------------------------------------------------------------------------- 

Net Expenses                                                          190,855 
- ----------------------------------------------------------------------------- 

NET INVESTMENT INCOME                                               1,061,238 
- ----------------------------------------------------------------------------- 

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain from investment transactions                        175,584 
- ----------------------------------------------------------------------------- 

Unrealized appreciation of investments:
   Beginning of period                                                      0 
   End of period                                                      381,466 
- ----------------------------------------------------------------------------- 

Net change in unrealized appreciation                                 381,466 
- ----------------------------------------------------------------------------- 

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS                       557,050 
- ----------------------------------------------------------------------------- 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               $1,618,288 
- ----------------------------------------------------------------------------- 
- ----------------------------------------------------------------------------- 

(1) Fund began operations on April 3, 1995.

See Notes to Financial Statements.




                                                                            19 

<PAGE>

KENNEBEC U.S. GOVERNMENT FUND
STATEMENT OF CHANGES IN NET ASSETS 
For the Period Ended March 31, 1996 (1)


FROM INVESTMENT ACTIVITIES
Net investment income                                              $1,061,238 
Net realized gain from investment transactions                        175,584 
Net change in unrealized appreciation                                 381,466 
- ----------------------------------------------------------------------------- 

Net increase in net assets resulting from operations                1,618,288 

Dividends to shareholders from net investment income               (1,061,238)
Distributions to shareholders from net realized gain from 
 investment transactions                                              (34,788)
- ----------------------------------------------------------------------------- 

Change in net assets derived from investment activities               522,262 
- ----------------------------------------------------------------------------- 

FROM BENEFICIAL INTEREST TRANSACTIONS
Proceeds from sale of shares                                       25,698,168 
Net asset value of shares issued to shareholders from 
 reinvestment of dividends and distributions                           17,651 
- ----------------------------------------------------------------------------- 

                                                                   25,715,819 
Cost of shares redeemed                                            (7,175,070)
- ----------------------------------------------------------------------------- 

Change in net assets from beneficial interest transactions         18,540,749 
- ----------------------------------------------------------------------------- 

NET INCREASE IN NET ASSETS                                         19,063,011 

NET ASSETS:
Beginning of period                                                    33,337(2)
- ----------------------------------------------------------------------------- 

End of period                                                     $19,096,348 
- ----------------------------------------------------------------------------- 
- ----------------------------------------------------------------------------- 


(1) Fund commenced operations April 3, 1995.
(2) Initial Capitalization.

See Notes to Financial Statements.














20

<PAGE>

KENNEBEC U.S. GOVERNMENT FUND
FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest 
outstanding throughout the period indicated:     

                                                          For the Period Ended
                                                           March 31, 1996 (1) 
                                                          ------------------- 
Net asset value - beginning of period                               $12.00    
- ----------------------------------------------------------------------------- 

Income from investment operations 
Net investment income                                                 0.71    
Net realized and unrealized gain from investment transactions         0.37    
- ----------------------------------------------------------------------------- 

Total income from investment operations                               1.08    
- ----------------------------------------------------------------------------- 

Dividends and distributions to shareholders       
Dividends from net investment income                                 (0.71)   
Distributions from net realized gain from investment transactions    (0.02)   
- ----------------------------------------------------------------------------- 

Total dividends and distributions                                    (0.73)   
- ----------------------------------------------------------------------------- 
- ----------------------------------------------------------------------------- 

Net asset value - end of period                                     $12.35    
- ----------------------------------------------------------------------------- 
- ----------------------------------------------------------------------------- 

Total return                                                          9.06%(2)
- ----------------------------------------------------------------------------- 
- ----------------------------------------------------------------------------- 

Ratios/Supplemental Data:

Net assets, end of period (000)                                    $19,096    
- ----------------------------------------------------------------------------- 

Ratio of expenses to average net assets                               1.02%(3)
- ----------------------------------------------------------------------------- 

Ratio of net investment income to average net assets                  5.68%(3)
- ----------------------------------------------------------------------------- 

Ratio of expenses to average net assets without fee waivers           1.39%(3)
- ----------------------------------------------------------------------------- 

Ratio of net investment income to average net assets 
 without fee waivers                                                  5.31%(3)
- ----------------------------------------------------------------------------- 

Portfolio turnover rate (4)                                          45.41%(3)
- ----------------------------------------------------------------------------- 

(1) Fund commenced operations April 3, 1995.
(2) Total return is not annualized.
(3) Annualized
(4) A portfolio turnover rate is, in general, the percentage computed by 
    taking the lesser of purchases or sales of portfolio securities (excluding
    securities with maturity dates of one year or less at the time of 
    acquisition) for the period and dividing it by the monthly average of the
    market value of such securities during the period.  Purchases and sales of
    investment securities (excluding short-term securities) for the period ended
    March 31, 1996 were $26,590,557 and $8,446,943, respectively.

See Notes to Financial Statements.



                                                                             21

<PAGE>

KENNEBEC CALIFORNIA TAX-FREE FUND
STATEMENT OF ASSETS AND LIABILITIES
March 31, 1996 


ASSETS
Investments, at value (cost-$41,528,198)                          $42,033,933 
Cash                                                                   21,764 
Interest receivable                                                   741,817 
Organizational costs, net of accumulated amortization                  32,149 
Prepaid expenses                                                        1,122 
- ----------------------------------------------------------------------------- 

Total Assets                                                       42,830,785 
- ----------------------------------------------------------------------------- 

LIABILITIES
Payables:
   Investment advisory fee                                             10,906 
   Administration                                                      13,606 
   Dividends                                                          172,100 
   Other                                                               41,552 
- ----------------------------------------------------------------------------- 

Total Liabilities                                                     238,164 
- ----------------------------------------------------------------------------- 

NET ASSETS                                                        $42,592,621 
- ----------------------------------------------------------------------------- 
- ----------------------------------------------------------------------------- 

COMPOSITION OF NET ASSETS 
Paid-in capital                                                   $42,087,025 
Distributions in excess of net realized gains                            (139)
Net unrealized appreciation of investments                            505,735 
- ----------------------------------------------------------------------------- 

NET ASSETS                                                        $42,592,621 
- ----------------------------------------------------------------------------- 
- ----------------------------------------------------------------------------- 

Shares of beneficial interest outstanding                           3,492,752 
- ----------------------------------------------------------------------------- 

Net asset value, offering, and redemption price per share              $12.19 
- ----------------------------------------------------------------------------- 
- ----------------------------------------------------------------------------- 

See Notes to Financial Statements.



22

<PAGE>

KENNEBEC CALIFORNIA TAX-FREE FUND
STATEMENT OF INVESTMENTS
March 31, 1996 

                                                       BOND RATINGS    MARKET 
FACE VALUE                                              MOODY'S/S&P    VALUE* 
- ----------                                             ------------    ------ 
                 CERTIFICATE OF PARTICIPATION   3.62%
- ----------------------------------------------------------------------------- 
$ 1,500,000      West Covina, California Hospital, 
                 Certificate of Participation, 6.50%, 
                 08/15/14, Callable 08/15/04 @ 102.00      A/A   $  1,540,275 
                                                                 ------------ 
Total Certificates of Participation
 (Cost $1,503,609)                                                  1,540,275 
                                                                 ------------ 

                 GENERAL OBLIGATION BONDS  7.10%
- ----------------------------------------------------------------------------- 
  1,325,000        California State, 6.25%, 04/01/08       A1/A     1,438,817 
  1,500,000        San Francisco City & County Public 
                    Safety, 6.50%, 06/15/08, Callable 
                    06/15/01 @ 100.00, FGIC             Aaa/AAA     1,586,115 
                                                                 ------------ 
TOTAL GENERAL OBLIGATION BONDS
 (Cost $2,959,066)                                                  3,024,932 
                                                                 ------------ 

                 LEASE REVENUE BONDS  3.60%
- ----------------------------------------------------------------------------- 
  1,000,000        California State Public 
                    Works-Department of Corrections, 
                    5.25%, 12/01/08, AMBAC              Aaa/AAA       996,720 
    500,000        California State Public Works 
                    Board Univ, 6.625%, 10/01/10, 
                    Callable 10/01/02 @ 102.00             A/A-       535,525 
                                                                 ------------ 

TOTAL LEASE REVENUE BONDS
 (Cost $1,481,103)                                                  1,532,245 
                                                                 ------------ 

                 REVENUE BONDS  84.37%
- ----------------------------------------------------------------------------- 
  1,500,000        California Educational Facilities 
                    Authorities, Santa Clara, 6.25%, 
                    02/01/16, Callable 02/01/02 
                    @ 102.00                              A1/NR     1,531,005 
  1,690,000        California Educational 
                    Facilities-Pomona, 6.125%, 02/15/08, 
                    Callable 02/15/02 @ 102.00           Aa1/AA     1,762,704 
  2,000,000        California Health Facilities 
                    Finance-Sutter, 7.00%, 01/01/09, 
                    Callable 01/01/99 @ 102.00, MBIA    Aaa/AAA     2,138,880 
  1,500,000        California Health Facilities-Scripps,
                    6.25%, 10/01/13, Callable 10/01/01
                    @ 102.00, MBIA                      Aaa/AAA     1,549,350 
  1,460,000        California Housing Finance Agency, 
                    5.95%, 08/01/14, Callable 08/01/05
                    @ 102.00, MBIA                      Aaa/AAA     1,464,643 
    800,000        California Housing Finance Agency, 
                    1995 Ser-L, 5.90%, 08/01/17, 
                    Callable 02/01/06 @ 102.00, MBIA    Aaa/AAA       795,128 
  2,000,000        California Pollution Control 
                    Finance Authority, Southern 
                    California Edison Ser-A, 3.40%, 
                    02/28/08, (1)                    VMIG-1/A-1     2,000,000 
     300,000       California Pollution Control 
                    Finance Authority, Southern 
                    California Edison Ser-C, 3.40%,
                    02/28/08, (1)                    VMIG-1/A-1       300,000 
     800,000       California Pollution Control 
                    Finance Authority, Southern 
                    California Edison Ser-D, 3.40%,
                    02/28/08, (1)                    VMIG-1/A-1       800,000 


                                                                           23 
<PAGE>

KENNEBEC CALIFORNIA TAX-FREE FUND
STATEMENT OF INVESTMENTS
March 31, 1996 

                                                       BOND RATINGS    MARKET 
FACE VALUE                                              MOODY'S/S&P    VALUE* 
- ----------                                             ------------    ------ 

                 REVENUE BONDS  (continued)
- ----------------------------------------------------------------------------- 
$ 1,000,000      California State Water Resources, 
                  6.125%, 12/01/13, Callable 12/01/01 
                  @ 101.50                                Aa/AA   $ 1,020,160 
  1,000,000      Fairfield-Suisun California Sewer, 
                  6.25%, 05/01/16, Callable 05/01/01 
                  @ 102.00, MBIA                        Aaa/AAA     1,026,660 
  2,000,000      Los Angeles County Public Works 
                  Financing, 6.00%, 10/01/15, 
                  Callable 10/01/04 @ 102.00              Aa/AA     2,006,940 
  1,000,000      Los Angeles Wastewater, 6.25%, 
                  06/01/12, Callable 06/01/02 
                  @ 102.00, AMBAC                       Aaa/AAA     1,039,070 
  1,700,000      Marin Municipal Water District, 
                  5.55%, 07/01/13, Callable 07/01/03 
                  @ 102.00                                A1/AA     1,638,630 
  1,500,000      M-S-R Public Power Agency, 6.00%, 
                  07/01/20, Callable 07/01/03 
                  @ 102.00, AMBAC                       Aaa/AAA     1,503,525 
  1,500,000      Northern California Power Agency, 
                  6.25%, 07/01/12, Callable 07/01/02
                  @ 102.00, MBIA                        Aaa/AAA     1,559,070 
  2,000,000      Rancho California Water District 
                  Financing Authority, 5.875%, 
                  11/01/10, Callable 11/01/05 
                  @ 102.00, FGIC                        Aaa/AAA     2,078,320 
  1,215,000      Sacramento Municipal Utility 
                  District, 5.75%, 01/01/15, Callable 
                  01/01/04 @ 102.00, MBIA               Aaa/AAA     1,200,469 
  1,500,000      San Diego County RTD, 5.00%, 
                  04/01/07, FGIC (2)                    Aaa/AAA     1,483,125 
  1,650,000      San Francisco Airport, 6.30%, 
                  05/01/11, Callable 05/01/02 
                  @ 102.00, AMBAC                       Aaa/AAA     1,724,745 
  1,500,000      San Francisco Bay Area Rapid Transit,
                  5.50%, 07/01/15, Callable 07/01/05 
                  @ 101.00, FGIC                        Aaa/AAA     1,450,605 
  1,500,000      San Francisco Port Commission, 5.90%, 
                  07/01/09, Callable 07/01/04 
                  @ 102.00                               A/BBB+     1,522,320 
   1,500,000     San Francisco P.U.C. Water, 6.00%, 
                  11/01/15, Callable 11/01/02 @ 100.00    Aa/AA     1,502,730 
   1,300,000     Sunnyvale California Financing 
                  Authority, 6.30%, 10/01/17, 
                  Callable 10/01/00 @ 102.00, MBIA      Aaa/AAA     1,335,867 
   1,500,000     University of California Regents, 
                  6.30%, 09/01/15, Callable 09/01/03 
                  @ 102.00                                NR/A-     1,502,535 
                                                                 ------------ 

TOTAL REVENUE BONDS
 (Cost $35,584,420)                                                35,936,481 
                                                                 ------------ 

TOTAL INVESTMENTS
 (Cost $41,528,198)                                      98.69%  $ 42,033,933 

Other Assets in Excess of Liabilities                     1.31%       558,688 
                                                        ---------------------

NET ASSETS                                              100.00%  $ 42,592,621 
                                                        ---------------------
                                                        ---------------------

(1) Floating rate security - rate disclosed as of March 31, 1996.

* See Note 1 to Financial Statements.

24

<PAGE>

KENNEBEC CALIFORNIA TAX-FREE FUND
STATEMENT OF OPERATIONS
For the Period Ended March 31, 1996 (1)


INVESTMENT INCOME
Interest                                                           $2,161,043 
- ----------------------------------------------------------------------------- 

Total Investment Income                                             2,161,043 
- ----------------------------------------------------------------------------- 

EXPENSES
Investment advisory fee                                               228,931 
Administration                                                         76,311 
Fund accounting                                                        28,393 
Legal                                                                  13,283 
Audit                                                                  18,030 
Custodian                                                              21,323 
Amortization of organization costs                                      6,380 
Transfer agency                                                        14,290 
Printing                                                                3,319 
Insurance                                                               3,986 
Registration                                                           14,168 
Trustees fee                                                            3,295 
Other                                                                  10,386 
- ----------------------------------------------------------------------------- 

Total Expenses                                                        442,095 
- ----------------------------------------------------------------------------- 

Expenses waived by:
   Investment adviser                                                 (91,958)
   Administrator                                                      (32,529)
- ----------------------------------------------------------------------------- 

Net Expenses                                                          317,608 
- ----------------------------------------------------------------------------- 

NET INVESTMENT INCOME                                               1,843,435 
- ----------------------------------------------------------------------------- 

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain from investment transactions                         22,588 
- ----------------------------------------------------------------------------- 

Unrealized appreciation of investments:
   Beginning of period                                                      0 
   End of period                                                      505,735 
- ----------------------------------------------------------------------------- 

Net change in unrealized appreciation                                 505,735 
- ----------------------------------------------------------------------------- 

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS                       528,323 
- ----------------------------------------------------------------------------- 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               $2,371,758 
- ----------------------------------------------------------------------------- 
- ----------------------------------------------------------------------------- 

(1)  Fund began operations on April 3, 1995.

See Notes to Financial Statements.




                                                                          25 

<PAGE>

KENNEBEC CALIFORNIA TAX-FREE FUND
STATEMENT OF CHANGES IN NET ASSETS
For the Period Ended March 31, 1996 (1)


FROM INVESTMENT ACTIVITIES
Net investment income                                            $1,843,435   
Net realized gain from investment transactions                       22,588   
Net change in unrealized appreciation                               505,735   
- ----------------------------------------------------------------------------- 

Net increase in net assets resulting from operations              2,371,758   
Dividends to shareholders from net investment income             (1,843,435)  
Distributions to shareholders from net realized gains from 
 investment transactions                                            (22,588)  
Distribution to shareholders in excess of net realized gains           (139)  
- ----------------------------------------------------------------------------- 

Change in net assets derived from investment activities             505,596   
- ----------------------------------------------------------------------------- 

FROM BENEFICIAL INTEREST TRANSACTIONS
Proceeds from sale of shares                                     43,276,260   
Net asset value of shares issued to shareholders from 
 reinvestment of dividends and distributions                          8,890   
- ----------------------------------------------------------------------------- 
                                                                 43,285,150   
Cost of shares redeemed                                          (1,231,462)  
- ----------------------------------------------------------------------------- 

Change in net assets from beneficial interest transactions       42,053,688   
- ----------------------------------------------------------------------------- 

NET INCREASE IN NET ASSETS                                       42,559,284   

NET ASSETS:
Beginning of period                                                  33,337(2)
- ----------------------------------------------------------------------------- 

End of period                                                   $42,592,621   
- ----------------------------------------------------------------------------- 
- ----------------------------------------------------------------------------- 

(1) Fund commenced operations April 3, 1995.
(2) Initial Capitalization.

See Notes to Financial Statements.






26

<PAGE>

KENNEBEC CALIFORNIA TAX-FREE FUND
FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest
outstanding throughout the period indicated:      

                                                         FOR THE PERIOD ENDED 
                                                          MARCH 31, 1996 (1)  
                                                         -------------------- 
Net asset value - beginning of period                              $12.00 
- ----------------------------------------------------------------------------- 

Income from investment operations
Net investment income                                                0.58 
Net realized and unrealized gain from investment transactions        0.20 
- ----------------------------------------------------------------------------- 

Total income from investment operations                              0.78 
- ----------------------------------------------------------------------------- 

Dividends and distributions to shareholders
Dividends from net investment income                                (0.58)
Distributions to shareholders from net realized gains from 
 investment transactions                                            (0.01)
- ----------------------------------------------------------------------------- 

Total dividends and distributions                                   (0.59)
- ----------------------------------------------------------------------------- 
- ----------------------------------------------------------------------------- 

Net asset value - end of period                                    $12.19 
- ----------------------------------------------------------------------------- 
- ----------------------------------------------------------------------------- 


Total return                                                         6.60%(2)
- ----------------------------------------------------------------------------- 
- ----------------------------------------------------------------------------- 


Ratios/Supplemental Data:

Net assets, end of period (000)                                   $42,593
- ----------------------------------------------------------------------------- 

Ratio of expenses to average net assets                              0.83%(3)
- ----------------------------------------------------------------------------- 

Ratio of net investment income to average net assets                 4.83%(3)
- ----------------------------------------------------------------------------- 

Ratio of expenses to average net assets without fee waivers          1.16%(3)
- ----------------------------------------------------------------------------- 

Ratio of net investment income to average net assets without 
 fee waivers                                                         4.51%(3)
- ----------------------------------------------------------------------------- 

Portfolio turnover rate (4)                                         93.90%(3)
- ----------------------------------------------------------------------------- 

(1) Fund commenced operations April 3, 1995.
(2) Total return is not annualized.
(3) Annualized.
(4) A portfolio turnover rate is, in general, the percentage computed by 
    taking the lesser of purchases or sales of portfolio securities (excluding
    securities with maturity dates of one year or less at the time of 
    acquisition) for the period and dividing it by the monthly average of the
    market value of such securities during the period.  Purchases and sales of
    investment securities (excluding short-term securities) for the period 
    ended March 31, 1996 were $77,782,488 and $36,252,475, respectively.

See Notes to Financial Statements.


                                                                            27

<PAGE>

KENNEBEC EQUITY VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES
March 31, 1996 


ASSETS
Investments, at value (cost-$31,138,395)                          $36,310,213 
Cash                                                                      928 
Receivables:
   Investments sold                                                   120,101 
   Dividend                                                            77,464 
Organizational costs, net of accumulated amortization                  32,150 
Prepaid expenses                                                        1,116 
- ----------------------------------------------------------------------------- 

Total Assets                                                       36,541,972 
- ----------------------------------------------------------------------------- 

LIABILITIES
Payables:
   Investments purchased                                              143,400 
   Investment advisory fee                                             30,376 
   Administration                                                       9,650 
   Other                                                               32,578 
- ----------------------------------------------------------------------------- 

Total Liabilities                                                     216,004 
- ----------------------------------------------------------------------------- 


NET ASSETS                                                        $36,325,968 
- ----------------------------------------------------------------------------- 
- ----------------------------------------------------------------------------- 


COMPOSITION OF NET ASSETS 
Paid-in capital                                                   $30,441,746 
Distributions in excess of net investment income                       (4,471)
Accumulated net realized gain from investment transactions            716,875 
Net unrealized appreciation of investments                          5,171,818 
- ----------------------------------------------------------------------------- 

NET ASSETS                                                        $36,325,968 
- ----------------------------------------------------------------------------- 
- ----------------------------------------------------------------------------- 

Shares of beneficial interest outstanding                           2,434,083 
- ----------------------------------------------------------------------------- 

Net asset value, offering, and redemption price per share              $14.92 
- ----------------------------------------------------------------------------- 
- ----------------------------------------------------------------------------- 

See Notes to Financial Statements.



28

<PAGE>

KENNEBEC EQUITY VALUE FUND
STATEMENT OF INVESTMENTS
March 31, 1996 

SHARES                                                         MARKET VALUE*
- ------                                                         -------------
             COMMON STOCKS  91.87%
- ----------------------------------------------------------------------------
             CONSUMER CYCLICALS  9.72%
- ----------------------------------------------------------------------------
    34,500   Dillard Department Stores                         $  1,194,563
    15,000   J.C. Penney Company Inc                                746,250
    12,200   May Department Stores                                  588,650
    35,000   Rhodes Inc**                                           332,500
    25,500   Waban Inc**                                            669,375
                                                               ------------
                                                                  3,531,338
                                                               ------------

             CONSUMER STAPLES  11.43%
- ----------------------------------------------------------------------------
    36,200   American Stores Co                                   1,194,600
    10,000   Eckerd Corp**                                          481,250
    31,500   Kroger Co**                                          1,275,750
    13,700   Philip Morris Companies Inc                          1,202,175
                                                               ------------
                                                                  4,153,775
                                                               ------------
             SERVICES  7.24%
- ----------------------------------------------------------------------------
     5,000   AMR Corp**                                             447,500
     8,000   CSX Corp                                               365,000
    13,500   Illinois Central Corp                                  384,750
    15,000   Royal Caribbean Cruises Ltd**                          365,625
    39,100   Ryder System Inc                                     1,065,475
                                                               ------------
                                                                  2,628,350
                                                               ------------
             HEALTH CARE  2.36%
- ----------------------------------------------------------------------------
    10,000   Bristol-Myers Squibb Co                                856,250
                                                               ------------
                                                                    856,250
                                                               ------------
             BASIC INDUSTRY  8.41%
- ----------------------------------------------------------------------------
     6,500   Aluminum Co of America                                 407,062
    11,000   Inco Ltd                                               347,875
    10,000   International Paper Co                                 393,750
     6,000   Phelps Dodge Corp                                      411,750
    15,000   PPG Industries                                         733,125
     7,000   Reynolds Metals Co                                     413,875
    10,000   USX - US Steel                                         346,250
                                                               ------------
                                                                  3,053,687
                                                               ------------
             MANUFACTURING  10.02%
- ----------------------------------------------------------------------------
    11,500   Dana Corp                                              383,812
    28,000   Echlin Inc                                           1,015,000
     9,000   Magna International                                    415,125
    17,000   Mark IV Industries                                     374,000

                                                                         29


<PAGE>

KENNEBEC EQUITY VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED)
March 31, 1996 

SHARES                                                         MARKET VALUE*
- ------                                                         -------------

             MANUFACTURING (CONTINUED)
- ----------------------------------------------------------------------------
    26,000   Tenneco Inc                                       $  1,452,750
                                                               ------------
                                                                  3,640,687
                                                               ------------
             TECHNOLOGY  7.66%
- ----------------------------------------------------------------------------
    16,000   Gateway 2000 Inc**                                     446,000
    14,000   International Business Machines                      1,555,750
     7,000   Seagate Technology**                                   383,250
    11,000   SGS Thomson Microelectronics**                         398,750
                                                               ------------
                                                                  2,783,750
                                                               ------------
             ENERGY  9.36%
- ----------------------------------------------------------------------------
    19,500   Nuevo Energy Co**                                      560,625
    36,000   Repsol S.A.- ADR                                     1,345,500
    20,000   Stone Energy**                                         335,000
    36,000   Swift Energy Co**                                      472,500
    34,600   Union Texas Petroleum Holdings                         683,350
                                                               ------------
                                                                  3,396,975
                                                               ------------
             FINANCE  13.68%
- ----------------------------------------------------------------------------
    20,000   Allmerica Property & Casualty                          525,000
    19,264   Allstate Corp                                          811,496
    10,000   BankAmerica Corp                                       775,000
    20,000   Chemical Banking Corp                                1,410,000
    10,000   Citicorp                                               800,000
     8,100   NationsBank Corp                                       649,013
                                                               ------------
                                                                  4,970,509
                                                               ------------
             UTILITIES/REITS  11.99%
- ----------------------------------------------------------------------------
    37,000   Boston Edison Co                                       999,000
    16,500   DTE Energy                                             554,812
    16,700   Entergy Corp                                           467,600
    45,000   Equity Inns Inc                                        573,750
    15,000   Reckson Associates Realty Corp                         459,375
    18,400   Trinet Corporate Realty Trust                          529,000
    51,000   Westcoast Energy Inc                                   771,375
                                                               ------------
                                                                  4,354,912
                                                               ------------
TOTAL COMMON STOCKS
 (Cost $28,198,415)                                              33,370,233
                                                               ------------

30



<PAGE>

KENNEBEC EQUITY VALUE FUND
STATEMENT OF INVESTMENTS (CONTINUED)
March 31, 1996 

FACE VALUE                                                     MARKET VALUE*
- ----------                                                     -------------

             REPURCHASE AGREEMENT 
             COLLATERALIZED BY U.S.
             GOVERNMENT OBLIGATIONS  8.09%
- ----------------------------------------------------------------------------
$2,939,000   Repurchase agreement with State Street Bank & 
             Trust Company, 4.00%, dated 3/29/96 and 
             maturing 4/1/96, collateralized by U.S. Treasury 
             Bonds, 11.25%, due 2/15/15 with a value of 
             $3,003,150 (Cost $2,939,980)
                                                                $ 2,939,980
                                                               ------------

TOTAL INVESTMENTS
  (Cost $31,138,395)                                   99.96%   $36,310,213

Other Assets in Excess of Liabilities                   0.04%        15,755
                                                      ---------------------
NET ASSETS                                            100.00%   $36,325,968
                                                      ---------------------
*  See Note 1 to Financial Statements
** Denotes non-income producing security.

                                                                         31


<PAGE>

KENNEBEC EQUITY VALUE FUND
STATEMENT OF OPERATIONS
For the Period Ended March 31, 1996 (1)


INVESTMENT INCOME
Dividends                                                          $557,852
Interest                                                            268,353
- ---------------------------------------------------------------------------
Total Investment Income                                            $826,205
- ---------------------------------------------------------------------------
EXPENSES 
Investment advisory fee                                             255,969
Administration                                                       51,142
Fund accounting                                                      28,538
Legal                                                                 8,566
Audit                                                                18,118
Custodian                                                            16,371
Amortization of organization costs                                    6,380
Transfer agency                                                      15,016
Printing                                                              2,140
Insurance                                                             3,643
Registration                                                         10,877
Trustees fee                                                          2,728
Other                                                                 4,010
- ---------------------------------------------------------------------------
Total Expenses                                                      423,498
- ---------------------------------------------------------------------------
Expenses waived by:
   Investment adviser                                                (6,226)
   Administrator                                                    (21,668)
- ---------------------------------------------------------------------------
Net Expenses                                                        395,604

NET INVESTMENT INCOME                                               430,601
- ---------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain from investment transactions                      716,875
- ---------------------------------------------------------------------------
Unrealized appreciation of investments:
   Beginning of period                                                    0
   End of period                                                  5,171,818
- ---------------------------------------------------------------------------
Net change in unrealized appreciation                             5,171,818
- ---------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS                   5,888,693
- ---------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS             $6,319,294
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------

(1)  Fund began operations April 3, 1995.

See Notes to Financial Statements.

32



<PAGE>

KENNEBEC EQUITY VALUE FUND
STATEMENT OF CHANGES IN NET ASSETS 
For the Period Ended March 31, 1996 (1)


FROM INVESTMENT ACTIVITIES
Net investment income                                          $    430,601
Net realized gain from investment transactions                      716,875
Net change in unrealized appreciation                             5,171,818
- ------------------------------------------------------------------------------
Net increase in net assets resulting from operations              6,319,294
- ------------------------------------------------------------------------------
Dividends to shareholders from net investment income               (430,601)
Distributions to shareholders in excess of net investment income     (4,471)
- ------------------------------------------------------------------------------
Change in net assets derived from investment activities           5,884,222
- ------------------------------------------------------------------------------

FROM BENEFICIAL INTEREST TRANSACTIONS
Proceeds from sale of shares                                     31,921,516
Net asset value of shares issued to shareholders from 
   reinvestment of dividends and distributions                       38,478
- ------------------------------------------------------------------------------
                                                                 31,959,994
Cost of shares redeemed                                          (1,551,574)
- ------------------------------------------------------------------------------
Change in net assets from beneficial interest transactions       30,408,420
- ------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS                                       36,292,642

NET ASSETS:
Beginning of period                                                  33,326(2)
- ------------------------------------------------------------------------------
End of period                                                   $36,325,968
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

(1)  Fund began operations April 3, 1995.
(2)  Initial Capitalization.

See Notes to Financial Statements.


                                                                         33


<PAGE>

KENNEBEC EQUITY VALUE FUND
FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest
outstanding throughout the period indicated:           FOR THE PERIOD ENDED
                                                        MARCH 31, 1996 (1)
                                                        ------------------

Net asset value - beginning of period                             $  12.00
- ------------------------------------------------------------------------------
Income from investment operations
Net investment income                                                 0.21
Net realized and unrealized gain on investments                       2.92
- ------------------------------------------------------------------------------
Total income from investment operations                               3.13
- ------------------------------------------------------------------------------
Dividends to shareholders from net investment income                 (0.21)
- ------------------------------------------------------------------------------
Net asset value - end of period                                   $  14.92
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Total return                                                         26.31%(2)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Ratios/Supplemental Data:

Net assets, end of period (000)                                   $ 36,326
- ------------------------------------------------------------------------------
Ratio of expenses to average net assets                               1.55%(3)
- ------------------------------------------------------------------------------
Ratio of net investment income to average net assets                  1.68%(3)
- ------------------------------------------------------------------------------
Ratio of expenses to average net assets without fee waivers           1.66%(3)
- ------------------------------------------------------------------------------
Ratio of net investment income to average net assets without fee 
 waivers                                                              1.57%(3)
- ------------------------------------------------------------------------------
Portfolio turnover rate (4)                                          62.76%(3)
- ------------------------------------------------------------------------------
(1) Fund began operations April 3, 1995.
(2) Total return is not annualized.
(3) Annualized.
(4) A portfolio turnover rate is, in general, the percentage 
    computed by taking the lesser of purchases or sales of 
    portfolio securities (excluding securities with maturity 
    dates of one year or less at the time of acquisition for 
    the period and dividing it by the monthly average of the 
    market value of such securities during the period.  
    Purchases and sales of investment securities (excluding 
    short-term securities) for the period ended March 31, 
    1996 were $41,033,391 and $ 13,551,837, respectively.

See Notes to Financial Statements.

34




<PAGE>

NOTES TO FINANCIAL STATEMENTS 

        Kennebec Funds Trust (the "Trust"), a Delaware business trust was 
organized on January  6, 1995. The Trust is registered under the Investment 
Company Act of 1940, as amended (the "1940 Act") as an open-end management 
investment company. The Trust offers three series of shares - Kennebec U.S. 
Government Fund, Kennebec California Tax-Free Fund, and Kennebec Equity Value 
Fund (the "Funds"). The Funds commenced investment operations on April 3, 
1995. The assets for each series are segregated and accounted for separately.
    
        The Funds, for book and tax purposes, have a fiscal year-end of 
March 31, 1996.

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

        The following is a summary of significant accounting policies 
consistently followed by each Fund in the preparation of its financial 
statements. These policies are in conformity with generally accepted 
accounting principles. The preparation of financial statements in accordance 
with generally accepted accounting principles requires management to make 
estimates and assumptions that affect the reported amounts and disclosures in 
the financial statements. The actual results could differ from those 
estimates.

        A.  INVESTMENT VALUATION: Marketable securities are valued at the 
last sales price on the principal exchange or market on which they are 
traded; or, if there were no sales that day, the closing bid prices are used. 
Securities for which market quotations are not readily available are valued 
at their fair market value as determined in good faith by or under the 
direction of the Board of Trustees. Short-term securities having a remaining 
maturity of 60 days or less are valued at amortized cost which approximates 
market value.

        B.  REPURCHASE AGREEMENTS: Repurchase agreements are fully 
collateralized by U.S. government securities. All collateral is held by the 
Trust's custodian and is monitored daily to ensure that the collateral's 
market value equals at least 100% of the repurchase price under the 
agreement. However, in the event of default or bankruptcy by the counterparty 
to the agreement, realization and/or retention of the collateral may be 
subject to legal proceeding. Each Fund's policy is to limit repurchase 
agreement transactions to those parties deemed by the Fund's Investment 
Adviser to have satisfactory creditworthiness.

        C.  FEDERAL INCOME TAXES:  The Funds have made no provision for 
federal income tax for the period ended March 31, 1996. The Funds intend to 
distribute to shareholders all taxable investment income and realized gains 
and otherwise comply with the Internal Revenue Code applicable to regulated 
investment companies.

        D.  SECURITIES TRANSACTIONS:  Securities transactions are accounted 
for on the date the securities are purchased or sold (trade date).

        E.  ORGANIZATION COSTS: Each of the Funds have deferred certain 
organizational costs of $38,529. Such costs are being amortized over a 60 
month period from the commencement of operations.
        
        F.  INVESTMENT INCOME: Dividend income is recorded on the ex-dividend 
date. Interest income, which includes amortization of premium and accretion 
of discount, is accrued and recorded daily.

        G.  DIVIDENDS, DISTRIBUTIONS AND EXPENSES:  The Kennebec Equity Value 
Fund will distribute net investment income quarterly.  The Kennebec U.S. 
Government Fund and Kennebec California Tax-Free Fund will declare and pay 
dividends from net investment income daily and monthly, respectively. 
Distributions of net realized gains, if any, are declared at least once a 
year. Each Fund bears expenses incurred specifically on its behalf as well as 
a portion of general expenses.


                                                                            35 

<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)

H.  CAPITAL ACCOUNTS:  The Funds follow the provisions of the AICPA's 
Statement of Position 93-2 "Determination , Disclosure and Financial 
Statement Presentation of Income, Capital Gain and Return of Capital 
Distributions by Investment Companies" ("SOP").The purpose of this SOP is 
to report undistributed net investment income and accumulated net realized 
gain or loss in such a manner as to approximate amounts available for future 
distributions to shareholders, if any.

NOTE 2 - SHARES OF BENEFICIAL INTEREST

        On March 31, 1996 there was an unlimited number of no par value 
shares of beneficial interest authorized.  Transactions in shares of 
beneficial interest for the period April 3, 1995 to March 31, 1996 were as 
follows:

- ---------------------------------------------------------------------------
                         KENNEBEC           KENNEBEC          KENNEBEC
                     U.S. GOVERNMENT  CALIFORNIA TAX-FREE   EQUITY VALUE
                          FUND               FUND               FUND
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
  Shares Sold           2,107,816           3,592,659        2,535,361
- ---------------------------------------------------------------------------
  Shares Reinvested         1,396                 723            2,800
- ---------------------------------------------------------------------------
  Total                 2,109,212           3,593,382        2,538,161
- ---------------------------------------------------------------------------
  Shares Redeemed        (563,399)           (100,630)        (104,078)
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
  Net Increase          1,545,813           3,492,752        2,434,083
- ---------------------------------------------------------------------------

NOTE 3 - INVESTMENT ADVISORY FEES, ADMINISTRATION FEES AND OTHER RELATED 
PARTY TRANSACTIONS

        Each Fund entered into an Investment Advisory Agreement with Kennebec 
Capital Management, Inc. ("Investment Adviser").  Pursuant to its advisory 
agreement with the Funds, the Investment Adviser is entitled to an advisory 
fee, computed daily and payable monthly at an annual rate of .60%, .60% and 
1.00% of the average net assets for the Kennebec U.S. Government Fund, 
Kennebec California Tax-Free Fund and Kennebec Equity Value Fund, 
respectively.  Kennebec Capital Management, Inc. voluntarily waived a portion 
of its advisory fee for the period ended March 31, 1996. Mr. Harley K. 
Sefton, President and CEO of the Investment Adviser, is responsible for the 
day to day management of the Funds.  As of March 31, 1996, affiliates of the 
Funds own 97%, 94% and 96% of the Kennebec U.S. Government, Kennebec 
California Tax-Free and Kennebec Equity Value Funds' shares outstanding, 
respectively.  

        Each Fund entered into an Administrative Services Contract with 
Furman Selz at the inception of the Funds.  On August 13, 1995, Furman Selz 
resigned as Administrator and each of the Funds entered into an 
Administrative Services Contract with  ALPS Mutual Funds Services, Inc. 
("ALPS") which has provided administrative services through March 31, 1996. 
 The Administrator is entitled to receive a fee from the Funds for its 
services computed daily and payable monthly, at an annual rate of .20% of 
each Fund's average daily net assets.  Both Furman Selz and ALPS voluntarily 
waived a portion of the administration fees for the period April 3, 1995 
through August 13, 1995 and August 14, 1995 through March 31, 1996, 
respectively. Furman Selz and ALPS, as Administrators for the relevant 
periods, assisted in each of the 



36

<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)

Fund's administration and operations, including providing office space and 
various legal and accounting services in connection with the regulatory 
requirements applicable to each Fund.

        Certain Trustees and officers of the Funds are also Members and/or 
officers of Kennebec Capital Management, Inc., and ALPS Mutual Funds 
Services, Inc. All affiliated and access persons, as defined in the 1940 Act, 
follow strict guidelines and policies on personal trading as outlined in the 
Trust's Code of Ethics.

        Trustees and officers of the Funds who are affiliated persons receive 
no compensation from the Funds. Trustees who are not interested persons of 
the Trust, as defined in the 1940 Act, collectively received compensation and 
reimbursement of expenses of $1,953, $3,295 and $2,728 from the Kennebec U.S. 
Government Fund, Kennebec California Tax-Free Fund and Kennebec Equity Value 
Fund, respectively, for the period ended March 31, 1996.  

NOTE 4 - UNREALIZED GAINS AND LOSSES ON INVESTMENTS

        As of March 31, 1996:    

                                     KENNEBEC         KENNEBEC         KENNEBEC
                                 U.S. GOVERNMENT     CALIFORNIA        EQUITY 
                                       FUND         TAX-FREE FUND    VALUE FUND
                                       ----         -------------    ----------
Gross Appreciation (excess of
 value over cost)                     $459,261         $616,536      $5,187,578

Gross Depreciation (excess of
 cost over value)                      (77,795)        (110,801)        (15,760)
- -------------------------------------------------------------------------------
Net Unrealized Appreciation           $381,466         $505,735      $5,171,818
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SHAREHOLDER TAX INFORMATION (UNAUDITED)

        Certain tax information regarding the Kennebec Funds Trust is 
required to be provided to shareholders based upon each Fund's income and 
distribution for the taxable year ended March 31, 1996. The information and 
distributions reported herein may differ from the information and 
distributions taxable to the shareholders for the calendar year ended 
December 31, 1995.

        During the fiscal year ended March 31, 1996, 98% of the dividends 
paid by the Kennebec California Tax-Free Fund from net investment income 
should be treated as tax-exempt dividends and 37% of the dividends paid by 
the Kennebec Equity Value Fund from net investment income qualify for the 
corporate dividends received deduction.  

                                                                            37 

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees and Shareholders of Kennebec Funds Trust 

In our opinion, the accompanying statements of assets and liabilities, 
including the statements of investments, and the related statements of 
operations and of changes in net assets and financial highlights, present 
fairly, in all material respects, the financial position of Kennebec U.S. 
Government Fund, Kennebec California Tax-Free Fund and Kennebec Equity Value 
Fund (constituting the Kennebec Funds Trust, hereafter referred to as the 
"Trust"), at March 31, 1996, the results of each of their operations, the 
changes in each of their net assets and the financial highlights for the 
period April 3, 1995 (commencement of investment operations) through March 
31, 1996, in conformity with generally accepted accounting principles. These 
financial statements and financial highlights (hereafter referred to as 
"financial statements") are the responsibility of the Trusts' management; 
our responsibility is to express an opinion on these financial statements 
based on our audits. We conducted our audits of these financial statements in 
accordance with generally accepted auditing standards which require that we 
plan and perform the audit to obtain reasonable assurance about whether the 
financial statements are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements, assessing the accounting principles used and 
significant estimates made by management, and evaluating the overall 
financial statement presentation. We believe that our audits, which included 
confirmation of securities at March 31, 1996 by correspondence with the 
custodian and the application of alternative auditing procedures for 
unsettled security transactions, provide a reasonable basis for the opinion 
expressed above.

Price Waterhouse LLP
Denver, Colorado
April 29, 1996


38

<PAGE>

TRUSTEES AND OFFICERS

KENNEBEC FUNDS

BOARD OF TRUSTEES
- -----------------

HARLEY K. SEFTON*        Chairman of the Board; Chairman, President and Chief 
                         Executive Officer, Kennebec Capital Management, Inc.

W. ROBERT ALEXANDER*     Chairman and Chief Executive Officer, ALPS Mutual Funds
                         Services, Inc.

GRACE EVANS CHERASHORE   Chief Executive Officer, Bahia and Catamaran Hotels. 
                         Member of the Audit Committee and the Nominating 
                         Committee.

GORDON T. FROST, JR.     President and General Manager, Frost Hardwood Lumber
                         Company. Member of the Audit Committee and the 
                         Nominating Committee.

*Trustee is considered an "interested person" of the Trust as that term is 
defined in the Investment Company Act of 1940.


OFFICERS
- --------
HARLEY K. SEFTON         Chairman of the Board and President

THOMAS C. BOWDEN         Vice President
                 
TED J. PIORKOWSKI        Vice President
                 
LEIF O. SANCHEZ          Vice President
                 
LANI CAPOSSERE           Vice President and Secretary

WILLIAM N. PASTON        Vice President and Treasurer
                   
MARK A. POUGNET          Vice President, Assistant Secretary and
                         Assistant Treasurer  






                                                                            39 


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