GRANDVIEW INVESTMENT TRUST
N-30D, 1997-06-11
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                               1997 Annual Report
                           GrandView Investment Trust
                              Post Office Drawer 69
                     Rocky Mount, North Carolina 27802-0069
                                  May 26, 1997

                                                          Telephone 919-972-9922
                                                          U.S. WATS 800-525-FUND
                                                          Facsimile 919-442-4226

To the Shareholders of the GrandView Realty Growth Fund:

We are  pleased to present our second  annual  report for the  GrandView  Realty
Growth Fund.  As is our custom,  we present our results in the table below along
with appropriate market benchmarks.


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
Period Ending          Dow Jones          S&P 500       GrandView REIT    GrandView Realty     GrandView Realty
                     Utility Index         Index            Index         Growth Fund (NAV)      Growth Fund
                    (Total Return )   (Total Return)    (Total Return)     (Total Return)           (MOP)
                                                                                                (Total Return)
- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
Three Month              -4.71%           -3.23%            -0.13%              9.67%               6.38%
Ending 3/31/97
- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
Six Months               3.61%            11.25%            18.46%             22.51%               18.83%
Ending 3/31/97
- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
One Year                 8.60%            19.63%            31.16%             45.12%               40.75%
Ending 3/31/97
- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
Since Inception          19.15%           43.71%            44.57%             53.39%               48.75%
From 07/03/95
Ending 3/31/97
- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
NAV= Net Asset Value (Without Sales Load)
MOP = Maximum Offering Price (With Sales Load)

</TABLE>

It has been an excellent  year for the  GrandView  Realty Growth Fund. As can be
seen above,  our performance has been  outstanding by any measure.  As ranked by
Lipper Analytical  Services,  your fund was ranked the number one (1) performing
real  estate  fund for the twelve  month  period  ending  March 31,  1997.* This
performance  has lead to several timely  articles about the real estate security
industry and your fund in particular. The most recent article was in Mutual Fund
Magazine under "Undiscovered Funds". If any investor would like a reprint of the
article,  please feel free to call us at 1-800-578-4301.  Finally, the Fund paid
out $0.3380 per share in dividends  and $1.5303 per share in capital  gains over
the 12 month period. We anticipate continuing to pay quarterly dividends in 1997
with any capital gains being paid in December 1997 and March 1998.

* Ranked 1st out of 50 real estate  funds based on total  return for the 52 week
period ending March 31, 1997, as reported by Lipper  Analytical  Services,  Inc.
Past performance is no guarantee of future results. During the period covered by
the rankings,  the Fund's Advisor waived its fee and reimbursed a portion of the
Fund's expenses, which increased the stated return of the Fund.

<PAGE>

Last  year's  performance  was a result of many  factors.  As a whole,  the real
estate industry  continued to recover from the overbuilding of the late eighties
and early nineties. As oversupplies  dwindled,  rents began to rise which led to
increased  earnings for most REITs.  Inflation  continued to remain moderate and
interest rates remained stable with only a small increase  occurring late in the
time period. This environment led Wall Street to be receptive to REIT's need for
capital and fueled their  continued  growth.  The Fund was in a good position to
take advantage of this  environment as it was generally liquid due to increasing
asset size. This liquidity allowed the Fund to invest as opportunities presented
themselves.  The Fund's  modest size also allowed it to buy or sell  significant
positions in various REITs without  impacting the underlying  securities  price.
Finally, we believe that the management's approach of investing in a diversified
portfolio of real estate  oriented  securities  that meet our  requirements  for
quality,  value and  opportunity  rewarded us well  throughout  the  period.  To
provide  you  some  further   understanding  on  your  Fund's   investments  and
philosophy, a review of our five largest holdings as of March 31, 1997 follows:

Vinland Property Trust (NASDAQ,  Symbol:  VIPTS,  Yield:  0.0%): This overlooked
apartment  REIT  specializes  in older  apartments in the Florida  market place.
These type of  properties  sell at much lower  prices than their more  luxurious
brethren  and can be quit  profitable.  GrandView  has owned  this REIT from the
beginning and it has rewarded  shareholders  well.  The priced has doubled since
July  1995.  This  REIT  currently  isn't  required  to pay out cash flow due to
previous  losses  and  hence  is  retaining  capital  to grow  the  asset  base.
Management  also owns a large stake in the REIT and has many reasons to continue
to grow shareholder value.

MGI Properties (NYSE,  Symbol:  MGI, Yield: 5.1%): This is an old line establish
REIT  with  a  diversified  portfolio  centered  around  office  and  industrial
properties in the northeast. The REIT's balance sheet is a model for other REITs
in that it is only modestly  leveraged,  not overly  cluttered with  complicated
business  arrangements  such joint  ventures,  minority  interests and preferred
stock. Along with a conservative dividend policy, MGI is in a strong position to
continue to grow.

Angeles  Participating  Mortgage  (ASE,  Symbol  APT,  Yield:  0.0%):  This is a
GrandView  favorite as it was an original  purchase in July of 1995 at $0.50 and
closed on March 31, 1997 at $2.875.  This former REIT shell is now controlled by
one of the most successful REIT management teams of the last few years, Starwood
Capital and Barry  Sternlicht.  The company has been partially  recapitalized by
the new management team to pursue  mezzanine  lending  opportunities in the real
estate  world.  This type of lending  carries a higher level of risk but if done
properly,  can be quite  profitable.  With APT's previous tax losses,  this REIT
will be able to shield much of these profits from dividend requirements and grow
the asset base.  Finally,  management  owns most of the stock of the company and
hence has the most to gain in increasing shareholder value.

Royale  Investments  (NASDAQ,  Symbol:  RLIN, Yield:  10.0%):  Royale is another
generally   overlooked  REIT  that  owns  several  stand  alone  grocery  stores
throughout the upper midwest. Being modest in size and appropriately  leveraged,
it will be difficult for Royale to sustain  large scale asset  growth.  However,
Royal  does  offer an  attractive  yield  of 10% with  only  moderate  risk.  In
addition,  this  REIT  could  also  be a  possible  player  in  the  merger  and
acquisition world of REITs.

Burnham Pacific (NYSE,  Symbol BPP, Yield:  7.8%):  This California based retail
REIT was one of the first  REITs to cut its  dividend  in the  nineties.  Facing
increasing  cash flow needs and wanting to grow, a new  management  team came in
and cut the dividend and refocused  the REIT on West Coast Retail.  At the time,
the stock took a nose dive, but it was a correct decision. Now with a secure and
relatively  conservative  dividend policy,  the company is on a growth cycle. In
addition, with the bulk of the company's assets in California,  it is a good way
for GrandView to participate in the improving California economy.


<PAGE>


Finally,  since the last 12 months have been so good for the security  class and
your  investment  in  particular,  we are asked what the  future  holds and what
should an investor  expect going forward.  This reminds us of the "What have you
done for us lately?" question. First, it is impossible to predict the future but
we can make some general  observations.  With minor  exception,  the real estate
recovery  is  continuing.  Supply and demand  pressures  are still on the demand
side,  which should be bullish for rents and REIT  earnings.  Next,  the overall
economy  of the  country  continues  to  display  growth  with  low to  moderate
inflation.  These  have  historically  been  characteristics  that  are  kind to
commercial real estate. Third, many large private holders of real estate such as
pension funds and other  institutional  investors want to securitize  their real
estate holdings. This should mean that the REIT industry should continue to grow
in size. With this expected growth, we think an area of exceptional  opportunity
continues  to be the  overlooked,  out of favor  and  lesser  researched  REITs.
Negatives  include  further  interest rate increases by the Federal  Reserve and
historically  high market  valuations for individual  REITs.  Factoring all this
together, it is our opinion, that if interest rates remain moderate, the overall
REIT market  should  return  investors low to mid teen type annual total returns
over a  prolonged  investment  period.  It is the goal of the  GrandView  Realty
Growth Fund to provide investors superior returns to the general REIT market.

As always, we thank you for your support and look forward to the future.  Should
you have any  questions or desire  additional  information,  please feel free to
contact the Fund  Administrator at  1-800-525-3863,  or the offices of GrandView
Advisers at 1-800-578-4301.

Winsor H. Aylesworth
President
GrandView Advisers, Inc.

<PAGE>
                          GrandView Realty Growth Fund
                    Performance Update - $10,000 Investment
        For the period from July 3, 1995 (commencement of operations) to
                                 March 31, 1997

                   GrandView Realty    S&P 500        Dow Jones       GrandView
                   Growth Fund         Index          Utility Index   REIT Index

   03-Jul-95       9,550.00            10,000.00      10,000.00       10,000.00

   30-Sep-95       9,383.00            10,748.00      10,722.00       10,463.00

   31-Dec-95       9,513.00            11,395.00      11,451.00       10,935.00

   31-Mar-96      10,095.00            12,007.00      10,963.00       11,147.00

   30-Jun-96      10,825.00            12,545.00      11,503.00       11,636.00

   30-Sep-96      11,957.00            12,933.00      11,491.00       12,343.00

   31-Dec-96      13,358.00            14,011.00      12,488.00       14,481.00

   31-Mar-97      14,649.00            14,387.00      11,890.00       14,447.00

This graph depicts the  performance  of the GrandView  Realty Growth Fund versus
the S&P 500 Index,  Dow Jones Utility  Index,  and GrandView  REIT Index.  It is
important  to note that the  GrandView  Realty  Growth Fund is a  professionally
managed mutual fund while the indexes are not available for investme


Annualized Total Return

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

                              Since Inception             One Year

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

      No Sales Load                27.78%                  45.12%

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

 Maximum 4.5% Sales Load           24.45%                  38.59%

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

The graph  assumes an initial  $10,000  investment at July 3, 1995 ($9,550 after
maximum sales load of 4.5%). All dividends and distributions are reinvested.

At March 31, 1997, the GrandView  Realty Growth Fund would have grown to $14,649
- - total investment return of 46.49% since July 3, 1995. Without the deduction of
the 4.5% maximum sales load,  the GrandView  Realty Growth Fund would have grown
to $15,219 - total investment return of 52.19% since July 3, 1995.

At March 31, 1997, a similar investment in the S&P 500 Index would have grown to
$14,387 - total investment  return of 43.87%;  the Dow Jones Utility Index would
have grown to $11,890 - total  investment  return of 18.90%;  the GrandView REIT
Index  would have grown to $ 14,447 - total  investment  return of 44.47%  since
July 3, 1995.

Past  performance  is not a guarantee of future  results.  A mutual fund's share
price and investment return will vary with market conditions,  and the principal
value of shares,  when  redeemed,  may be worth  more or less than the  original
cost. Average annual returns are historical in nature and measure net investment
income  and  capital   gain  or  loss  from   portfolio   investments   assuming
reinvestments of dividends.

<PAGE>

                          GRANDVIEW REALTY GROWTH FUND

                            PORTFOLIO OF INVESTMENTS

                                 March 31, 1997

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
- ------------------------------------------------------------------------------------------------
                                                                                        Value
                                                               Shares                 (note 1)
- ------------------------------------------------------------------------------------------------

COMMON STOCKS - 97.08%

   Real Estate Investment Trusts
   (a)American Industrial Property REIT                           12,000                 $31,500
      American Real Estate Investment Corporation                    300                   3,000
   (a)Angeles Participating Mortgage Trust                        20,400                  58,650
      Asset Investors Corporation                                  5,000                  16,250
      Avalon Properties, Inc.                                        700                  19,250
   (a)BRT Realty Trust                                             5,600                  38,500
      Bay Apartment Communities, Inc.                                500                  17,938
      Bedford Property Investors, Inc.                             1,500                  29,625
      Bradley Real Estate, Inc.                                    2,400                  45,900
      Brandywine Realty Trust                                        800                  16,200
      Burnham Pacific Properties, Inc.                             3,800                  48,450
   (a)California Real Estate Investment Trust                      5,300                  26,500
      Crescent Real Estate Equities Company                          600                  16,050
      Dames & Moore, Inc.                                          1,200                  15,600
   (a)EQK Realty Investors 1                                       5,000                   7,500
      Eastgroup Properties                                         1,100                  30,388
      Evans Withycombe Residential, Inc.                             800                  16,500
      FAC Realty Inc.                                              6,000                  34,500
      First Union Real Estate Investments                          1,400                  18,725
      Gables Residential Trust                                     1,400                  35,700
      Health and Retirement Property Trust                         1,250                  22,500
      Horizon Group, Inc.                                            100                   1,295
      Humphrey Hospitality Trust, Inc.                             4,200                  42,525
      JDN Realty Corporation                                       1,100                  29,837
      JP Realty, Inc.                                                600                  15,900
   (a)Liberte Investors, Inc.                                     10,500                  42,000
      MGI Properties, Inc.                                         3,000                  63,750
      Merry Land & Investment Company, Inc.                          400                   8,200
      National Income Realty Trust                                 1,200                  18,300
      Oasis Residential, Inc.                                        500                  11,150
      Pacific Gulf Properties, Inc.                                  600                  13,050
      Patriot American Hospitality, Inc.                           1,100                  26,675
      Post Properties, Inc.                                          400                  15,250
   (a)Resort Income Investors, Inc.                               60,000                  16,200
      Royale Investments, Inc.                                    11,600                  58,000
      Sizeler Property Investors, Inc.                             1,500                  15,562
      Spieker Properties, Inc.                                       900                  35,100
      Starwood Lodging Trust                                         300                  11,700
      Summit Properties, Inc.                                      1,000                  20,250
      TIS Mortgage Investment Company                             26,600                  29,925
      USP Real Estate Investment Trust                             3,000                  13,500
   (a)Vinland Property Trust                                       7,000                  73,500
      Vornado Realty Trust                                           200                  13,350
                                                                     ---                  ------

      Total Common Stocks (Cost $1,033,639)                                            1,124,245
                                                                                       ---------

                                                                                      (Continued)
<PAGE>

                          GRANDVIEW REALTY GROWTH FUND

                            PORTFOLIO OF INVESTMENTS

                                 March 31, 1997

- ------------------------------------------------------------------------------------------------
                                                              Principal                 Value
                                                               Amount                 (note 1)
- ------------------------------------------------------------------------------------------------

REPURCHASE AGREEMENT (b) - 9.68%
      Wachovia Bank                                             $112,089               $112,089
      6.50%, due April 1, 1997
      (Cost $112,089)


Total Value of Investments (Cost $1,145,728 (c))                           106.76%$    1,236,334
Liabilities In Excess of Other Assets                                       (6.76)%      (78,311)
                                                                            -----     ---------- 
   Net Assets                                                              100.00%    $1,158,023
                                                                           ======     ==========




(a)  Non-income producing investment.

(b)  The repurchase agreement is fully collateralized by U. S. government and/or
     agency obligations based on market prices at the date of the portfolio. The
     investment in the repurchase agreement is through  participation in a joint
     account with other funds administered by The Nottingham Company.

(c)  Aggregate  cost for financial  reporting and federal income tax purposes is
     the  same.  Unrealized  appreciation   (depreciation)  of  investments  for
     financial reporting and federal income tax purposes is as follows:


      Unrealized appreciation                                           $104,160
      Unrealized depreciation                                            (13,554)
                                                                        --------   
               Net unrealized appreciation                                90,606
                                                                        ========   
          



See accompanying notes to financial statements
</TABLE>
<PAGE>
                          GRANDVIEW REALTY GROWTH FUND

                      STATEMENT OF ASSETS AND LIABILITIES

                                 March 31, 1997


ASSETS
   Investments, at value (cost $1,145,728)                            $1,236,334
   Cash                                                                   13,195
   Income receivable                                                       5,900
   Prepaid expenses                                                        1,773
   Deferred organization expenses, net (note 4)                           17,695
   Other assets                                                               50
                                                                      ----------
      Total assets                                                     1,274,947
                                                                      ----------
LIABILITIES
   Accrued expenses                                                        5,170
   Payable for investment purchases                                      109,620
   Due to investment advisor                                               2,134
                                                                      ----------
      Total liabilities                                                  116,924
                                                                      ----------
NET ASSETS
   (applicable to 91,277 shares outstanding; unlimited
   shares of no par value beneficial interest authorized)             $1,158,023
                                                                      ==========
NET ASSET VALUE, REDEMPTION AND OFFERING PRICE PER SHARE
   ($1,158,023 \ 91,277 shares)                                           $12.69
                                                                      ==========
MAXIMUM OFFERING PRICE PER SHARE
   (100 \ 95.5 of $12.69)                                                 $13.29
                                                                      ==========
NET ASSETS CONSIST OF
   Paid-in capital                                                    $1,067,417
   Net unrealized appreciation on investments                             90,606
                                                                      ----------
                                                                      $1,158,023
                                                                      ==========

See accompanying notes to financial statements
<PAGE>


                          GRANDVIEW REALTY GROWTH FUND

                            STATEMENT OF OPERATIONS

                           Year ended March 31, 1997


INVESTMENT INCOME

   Income
      Dividends                                                         $24,688
      Interest                                                            3,023
                                                                       -------- 
         Total income                                                    27,711
                                                                       -------- 
   Expenses
      Investment advisory fees (note 2)                                   5,537
      Fund administration fees (note 2)                                   1,661
      Distribution fees (note 3)                                          1,384
      Custody fees                                                        6,150
      Registration and filing administration fees (note 2)                1,694
      Fund accounting fees (note 2)                                       9,300
      Audit fees                                                          5,480
      Legal fees                                                          2,532
      Securities pricing fees                                             2,633
      Shareholder recordkeeping fees                                        242
      Shareholder servicing expenses                                      2,230
      Registration and filing expenses                                    5,020
      Printing expenses                                                     256
      Amortization of deferred organization expenses (note 4)             5,442
      Trustee fees and meeting expenses                                     175
      Other operating expenses                                            3,358
                                                                       -------- 
         Total expenses                                                  53,094
                                                                       -------- 
         Less:
            Expense reimbursements (note 2)                             (35,736)
            Investment advisory fees waived (note 2)                     (5,537)
            Distribution fees waived (note 3)                            (1,384)
                                                                       -------- 
         Net expenses                                                    10,437
                                                                       -------- 
            Net investment income                                        17,274
                                                                       -------- 

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

   Net realized gain from investment transactions                       125,083
   Increase in unrealized appreciation on investments                    86,406
                                                                       -------- 
      Net realized and unrealized gain on investments                   211,489
                                                                       -------- 
         Net increase in net assets resulting from operations          $228,763
                                                                       ======== 



See accompanying notes to financial statements
<PAGE>

                                      GRANDVIEW REALTY GROWTH FUND

                                  STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


- ------------------------------------------------------------------------------------------------------
                                                                                          For the
                                                                                        period from
                                                                                        July 3, 1995
                                                                                       (commencement
                                                                       Year ended     of operations) to
                                                                        March 31,        March 31,
                                                                          1997              1996
- ------------------------------------------------------------------------------------------------------

INCREASE IN NET ASSETS

  Operations
     Net investment income                                                  $17,274            $2,414
     Net realized gain from investment transactions                         125,083             3,462
     Increase in unrealized appreciation on investments                      86,406             4,200
                                                                             ------             -----
        Net increase in net assets resulting from operations                228,763            10,076
                                                                            -------            ------
  Distributions to shareholders from
     Net investment income                                                  (17,274)           (2,414)
     Net realized gain from investment transactions                        (125,083)           (3,462)
     Tax return of capital                                                     (948)             (851)
                                                                               ----              ---- 
        Decrease in net assets resulting from distributions                (143,305)           (6,727)
                                                                           --------            ------ 

  Capital share transactions
     Increase in net assets resulting from capital share transactions       890,543           178,673
                                                                            -------           -------

           Total increase in net assets                                     976,001           182,022

NET ASSETS

  Beginning of period                                                       182,022                 0
                                                                            -------           -------

  End of period                                                          $1,158,023          $182,022
                                                                          =========          ========



(a) A summary of capital share activity follows:
                                   
                                   ------------------------------------------------------------------
                                                                     For the period from July 3, 1995
                                      Year ended                       (commencement of operations)
                                    March 31, 1997                           to March 31, 1996
                                   ------------------------------------------------------------------
                                           Shares          Value            Shares             Value
                                         ---------      ----------        ---------          --------       
Shares sold                                120,300      $1,552,510           18,289          $181,279
Shares issued for reinvestment
  of distributions                           9,716         123,136              526             5,247
                                             -----         -------              ---             -----
                                           130,016       1,675,646           18,815           186,526

Shares redeemed                            (56,779)       (785,103)            (775)           (7,853)
                                           -------        --------             ----            ------ 
  Net increase                              73,237        $890,543           18,040          $178,673
                                            ======        ========           ======          ========


See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                   GRANDVIEW REALTY GROWTH FUND

                                       FINANCIAL HIGHLIGHTS

                          (For a Share Outstanding Throughout the Period)

- ---------------------------------------------------------------------------------------------------
                                                                                           For the
                                                                                       period from
                                                                                      July 3, 1995
                                                                                     (commencement
                                                                    Year ended       of operations)   
                                                                      March 31,        to March 31,    
                                                                          1997                1996
- ---------------------------------------------------------------------------------------------------


Net asset value, beginning of period                                    $10.09              $10.00

   Income from investment operations                          
      Net investment income                                               0.33                0.20
      Net realized and unrealized gain on investments                     4.14                0.36
                                                                          ----                ----
         Total from investment operations                                 4.47                0.56
                                                                          ----                ----
   Distributions to shareholders from
      Net investment income                                              (0.33)              (0.20)
      Net realized gain from investment transactions                     (1.53)              (0.22)
      Tax return of capital                                              (0.01)              (0.05)
                                                                         -----               ----- 
         Total distributions                                             (1.87)              (0.47)
                                                                         -----               ----- 

Net asset value, end of period                                          $12.69              $10.09
                                                                        ======              ======


Total return                                                             45.12 %              5.70 % (a)
                                                                         =====                ====     


Ratios/supplemental data

   Net assets, end of period                                        $1,158,023            $182,022
                                                                    ==========            ========

   Ratio of expenses to average net assets
      Before expense reimbursements and waived fees                       9.59 %             31.34 % (b)
      After expense reimbursements and waived fees                        1.89 %              2.00 % (b)

   Ratio of net investment income (loss) to average net assets
      Before expense reimbursements and waived fees                      (4.58)%            (25.55)% (b)
      After expense reimbursements and waived fees                        3.12 %              3.62 % (b)


   Portfolio turnover rate                                              197.90 %             44.44 %

   Average broker commission per share                                   $0.04

(a) Total return does not reflect payment of a sales charge.  

(b) Annualized.

See accompanying notes to financial statements
</TABLE>
<PAGE>
                          GRANDVIEW REALTY GROWTH FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 1997



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

The  GrandView  Realty Growth Fund (the "Fund") is a  non-diversified  series of
shares of beneficial  interest of the GrandView  Investment Trust (the "Trust").
The Trust, an open-ended  investment company,  was organized on February 6, 1995
as a Massachusetts Business Trust and is registered under the Investment Company
Act of 1940,  as  amended.  The  Fund  began  operations  on July 3,  1995.  The
following is a summary of significant accounting policies followed by the Fund.

A.   Security  Valuation - The Fund's  investments  in securities are carried at
     value.  Securities  listed on an  exchange  or quoted on a national  market
     system  are  valued at 4:00  p.m.,  New York time on the day of  valuation.
     Other  securities  traded  in  the   over-the-counter   market  and  listed
     securities  for which no sale was  reported  on that date are valued at the
     most  recent bid price.  Securities  for which  market  quotations  are not
     readily  available,  if any,  are  valued by using an  independent  pricing
     service  or by  following  procedures  approved  by the Board of  Trustees.
     Short- term investments are valued at cost which approximates value.

B    Federal  Income  Taxes - At March  31,  1997,  the Fund  was  considered  a
     personal  holding  company as defined  under  Section  542 of the  Internal
     Revenue  Code  since  50% of the  value of the  Fund's  shares  were  owned
     directly or indirectly by five or fewer individuals at certain times during
     the last  half of the  year.  As a  personal  holding  company  the Fund is
     subject to federal income taxes on  undistributed  personal holding company
     income at the maximum  individual  income tax rate.  No provision  has been
     made for federal  income taxes since it is the policy of the Fund to comply
     with the  provisions of the Internal  Revenue Code  applicable to regulated
     investment companies and to make sufficient distributions of taxable income
     to relieve it from all federal income taxes.

     The  character of  distributions  made during the year from net  investment
     income or net realized gains from investment  transactions  may differ from
     their ultimate  characterization for federal income tax purposes. Also, due
     to the timing of dividend  distributions,  the fiscal year in which amounts
     are  distributed may differ from the year that the income or realized gains
     are recorded by the Fund.

C.   Investment Transactions - Investment transactions are recorded on the trade
     date.   Realized  gains  and  losses  are  determined  using  the  specific
     identification  cost  method.  Interest  income  is  recorded  daily on the
     accrual basis. Dividend income is recorded on the ex-dividend date.

     The Fund records distributions received from its investments in real estate
     investment  trusts that represent a tax return of capital as a reduction of
     the cost basis of investments.

D.   Distributions  to  Shareholders  - The Fund  generally  declares  dividends
     quarterly,  payable  in March,  June,  September  and  December,  on a date
     selected by the Trust's  Trustees.  In addition,  distributions may be made
     annually in December out of net realized  gains through  October 31 of that
     year.  Distributions to shareholders are recorded on the ex-dividend  date.
     The Fund may make a supplemental  distribution subsequent to the end of its
     fiscal year ending March 31.

E.   Use of Estimates - The  preparation  of financial  statements in conformity
     with generally accepted  accounting  principles requires management to make
     estimates and assumptions that affect the


                                                                     (Continued)
<PAGE>
                          GRANDVIEW REALTY GROWTH FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 1997



     assets,  liabilities,  expenses  and  revenues  reported  in the  financial
     statements. Actual results could differ from those estimated.

F.   Repurchase Agreements - The Fund may acquire U. S. Government Securities or
     corporate debt securities  subject to repurchase  agreements.  A repurchase
     agreement  transaction  occurs  when  the  Fund  acquires  a  security  and
     simultaneously  resells it to the  vendor  (normally  a member  bank of the
     Federal Reserve or a registered  Government Securities dealer) for delivery
     on an agreed upon future date.  The  repurchase  price exceeds the purchase
     price by an amount  which  reflects  an agreed upon  market  interest  rate
     earned  by the Fund  effective  for the  period  of time  during  which the
     repurchase  agreement  is  in  effect.  Delivery  pursuant  to  the  resale
     typically will occur within one to five days of the purchase. The Fund will
     not enter into a repurchase agreement which will cause more than 10% of its
     net assets to be invested in  repurchase  agreements  which  extend  beyond
     seven  days.  In the  event  of the  bankruptcy  of the  other  party  to a
     repurchase  agreement,  the Fund could experience  delays in recovering its
     cash or the securities  loaned. To the extent that in the interim the value
     of the securities purchased may have declined,  the Fund could experience a
     loss.  In  all  cases,  the  creditworthiness  of  the  other  party  to  a
     transaction is reviewed and found  satisfactory by the Advisor.  Repurchase
     agreements are, in effect,  loans of Fund assets.  The Fund will not engage
     in reverse repurchase  transactions,  which are considered to be borrowings
     under the Investment Company Act of 1940, as amended.


NOTE 2 - INVESTMENT ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS

Pursuant to an investment  advisory  agreement,  GrandView  Advisers,  Inc. (the
"Advisor")  provides the Fund with a continuous  program of  supervision  of the
Fund's assets,  including the composition of its portfolio, and furnishes advice
and  recommendations  with respect to investments,  investment  policies and the
purchase and sale of securities.  As compensation for its services,  the Advisor
receives  a fee at the  annual  rate of 1.00% of the  Fund's  average  daily net
assets.

Currently,  the Fund does not offer its shares for sale in states which  require
limitations  to be placed on its  expenses.  The  Advisor  currently  intends to
voluntarily waive all or a portion of its fee and reimburse expenses of the Fund
to limit total Fund operating  expenses to 2.00% of the average daily net assets
of the Fund. There can be no assurance that the foregoing  voluntary fee waivers
or  reimbursements  will continue.  The Advisor has  voluntarily  waived its fee
amounting to $5,537 ($0.13 per share) and has voluntarily  reimbursed $35,736 of
the Fund's operating expenses for the year ended March 31, 1997.

The Fund's administrator, The Nottingham Company (the "Administrator"), provides
administrative  services  to  and  is  generally  responsible  for  the  overall
management and  day-to-day  operations of the Fund pursuant to an accounting and
administrative  agreement with the Trust. As compensation for its services,  the
Administrator receives a fee at the annual rate of 0.30% of the Fund's first $25
million of average  daily net assets,  0.275% of the next $25 million of average
daily net assets,  and 0.225% of average daily net assets over $50 million.  The
Administrator   also  receives  a  monthly  fee  of  $800  for   accounting  and
recordkeeping  services.  Additionally,  the Administrator  charges the Fund for
servicing of shareholder  accounts and  registration  of the Fund's shares.  The
Administrator also charges the Fund for certain expenses involved with the daily
valuation of portfolio securities.


                                                                     (Continued)
<PAGE>


                          GRANDVIEW REALTY GROWTH FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 1997



Capital  Investment  Group,  Inc.  (the  "Distributor")  serves  as  the  Fund's
principal  underwriter  and  distributor.  The  Distributor  receives  any sales
charges  imposed  on  purchases  of shares  and  re-allocates  a portion of such
charges to dealers  through  whom the sale was made,  if any. For the year ended
March 31, 1997, the Distributor retained no sales charges.

Certain Trustees and officers of the Trust are also officers of the Advisor, the
Distributor or the Administrator.

At March 31, 1997,  the  Advisor,  its  officers,  and Trustees of the Fund held
9,986 shares or 10.94% of the Fund shares outstanding.


NOTE 3 - DISTRIBUTION AND SERVICE FEES

The  Board  of  Trustees,  including  a  majority  of the  Trustees  who are not
"interested  persons" of the Trust as defined in the  Investment  Company Act of
1940 (the "Act"),  adopted a distribution plan pursuant to Rule 12b-1 of the Act
(the  "Plan").  The Act  regulates  the manner in which a  regulated  investment
company  may assume  expenses of  distributing  and  promoting  the sales of its
shares and servicing of its shareholder accounts.

The Plan provides that the Fund may incur certain expenses, which may not exceed
0.25% per annum of the Fund's  average  daily net  assets for each year  elapsed
subsequent to adoption of the Plan,  for payment to the  Distributor  and others
for items such as advertising expenses, selling expenses, commissions, travel or
other expenses  reasonably  intended to result in sales of shares of the Fund or
support servicing of shareholder accounts.


NOTE 4 - DEFERRED ORGANIZATION EXPENSES

All expenses of the Fund incurred in connection  with its  organization  and the
registration  of its  shares  have been  assumed by the Fund.  The  organization
expenses are being amortized over a period of sixty months. Investors purchasing
shares of the Fund bear such  expenses  only as they are  amortized  against the
Fund's investment income.


NOTE 5 - PURCHASES AND SALES OF INVESTMENTS

Purchases  and  sales  of  investments,   other  than  short-term   investments,
aggregated $1,847,665 and $1,050,985, respectively, for the year ended March 31,
1997.

NOTE 6 - DISTRIBUTIONS TO SHAREHOLDERS

For federal  income tax purposes,  the Fund must report  distributions  from net
realized gains from investment  transactions  that represent  long-term  capital
gain to its shareholders. Of the total $1.53 per share of such distributions for
the year ended March 31, 1997, $.11 per share represents long-term capital gains
and $1.42 per share represents  short-term  capital gains.  Shareholders  should
consult a tax advisor on how to report  distributions for state and local income
tax purposes.
<PAGE>







Independent Auditors' Report



To the Board of Trustees and Shareholders
GrandView Investment Trust:


We have audited the accompanying statement of assets and liabilities,  including
the portfolio of investments,  of the GrandView Realty Growth Fund (the "Fund"),
a series  of the  GrandView  Investment  Trust,  as of March 31,  1997,  and the
related  statement of operations for the year then ended,  and the statements of
changes in net assets and financial  highlights  for the year then ended and for
the period from July 3, 1995  (commencement  of  operations)  to March 31, 1996.
These financial  statements and financial  highlights are the  responsibility of
the Fund's  management.  Our  responsibility  is to e xpress an opinion on these
financial statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement. An audit includes examinin g, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of securities owned as of March
31,  1997 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes  assessing the accounting  principles  used and sign ificant  estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
GrandView Realty Growth Fund as of March 31, 1997, the results of its operations
for the year  then  ended,  and the  changes  in its net  assets  and  financial
highlights  for the  year  then  ended  and for the  period  from  July 3,  1995
(commencement  of  operations)  to March 31, 1996 in conformity  with  generally
accepted accounting principles.






Richmond, Virginia
April 25, 1997


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