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 REIT Index Fund:

We are pleased to present our second annual report for the GrandView  REIT Index
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 REIT       GrandView REIT
                     Utility Index         Index            Index         Index Fund (NAV)        Index Fund
                    (Total Return )   (Total Return)    (Total Return)     (Total Return)           (MOP)
                                                                                                (Total Return)
- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
Three Month              -4.71%           -3.23%            -0.13%             -0.85%               -3.83%
Ending 3/31/97
- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
Six Months               3.61%            11.25%            18.46%             17.32%               13.80%
Ending 3/31/97
- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
One Year                 8.60%            19.63%            31.16%             28.85%               24.98%
Ending 3/31/97
- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
Since Inception          19.15%           43.71%            44.57%             37.10%               32.94%
From 07/03/95
Ending 3/31/97
- ------------------- ----------------- ---------------- ----------------- ==================== -------------------
</TABLE>

NAV= Net Asset Value (Without Sales Load)
MOP = Maximum Offering Price (With Sales Load)

As can be seen by the numbers above,  it has been a good 12 month period for our
investors. Our three, six and twelve month performance totals have exceeded both
the  general  market as  measured  by the S&P 500 as well as  comparable  income
oriented  sector as represented by the Dow Jones Utility Index.  The Fund is now
over 5 times  bigger  than it was a year ago and is now  fully  invested  in its
benchmark index consisting of 60 REIT securities.  As we have increased in size,
we have  continually  narrowed  the gap between the Fund's  performance  and the
performance  of its benchmark  index.  Investors are reminded that the Fund will
never exactly duplicate the index's performance as a result of Fund expenses and
timing of Fund purchases or redemptions.  However,  investors should anticipated
returns that fall between 1-2% below that of the index on an annual  basis.  The
Fund's  correlation with its benchmark index continues to run at or above 99.9%.
Finally,  the Fund paid out $0.5512 per share in dividends and $0.0103 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.

We think investors choose real estate securities for many reasons. Some of these
reason include income, appreciation,  and defensive diversification.  We believe
that an investment in The GrandView REIT Index Fund is a well diversified, lower
risk,  cost  efficient way to achieve  these  objectives.  This year's  dividend
distribution  was above the  average for the real  estate  mutual fund  industry
while the total return has provided  excellent  growth of principal.  But one of
the  more  unique  aspects  of  real  estate   securities  is  their   defensive
characteristics in times of overall market volatility.  The stock market in 1997
has seen wide swings both positive and negative in such indices as the Dow Jones
Industrial   Average  and  the  S&P  500.
<PAGE>
Although not unscathed by market corrections,  real estate securities should not
be as volatile.  This is primarily due to the income nature of the security.  We
think the 1997  performance  to date of your  investment in the  GrandView  REIT
Index Fund shows the stabilizing  influence a well  diversified real estate fund
can add to an investment portfolio.

Finally,  since the last 12 months has 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.  This
has 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.  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,  REIT investors should be
expecting low to mid teen type annual total returns over a prolonged  investment
period.  Remember,  that one of the joys of an investment in the GrandView  REIT
Index Fund is that your  investment  will provide you the same general return as
the overall REIT market regardless of what it is.

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 REIT Index Fund
                    Performance Update - $10,000 Investment
        For the period from July 3, 1995 (commencement of operations) to
                                 March 31, 1997

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

 03-Jul-95    9,700.00       10,000.00       10,000.00       10,000.00

 30-Sep-95    9,991.00       10,748.00       10,722.00       10,463.00

 31-Dec-95   10,351.00       11,395.00       11,451.00       10,935.00

 31-Mar-96   10,321.00       12,007.00       10,963.00       11,147.00

 30-Jun-96   10,726.00       12,545.00       11,503.00       11,636.00

 30-Sep-96   11,335.00       12,933.00       11,491.00       12,343.00

 31-Dec-96   13,413.00       14,011.00       12,488.00       14,481.00

 31-Mar-97   13,298.00       14,387.00       11,890.00       14,447.00

This graph depicts the  performance  of the GrandView REIT Index Fund versus the
S&P 500  Index,  Dow Jones  Utility  Index,  and  GrandView  REIT  Index.  It is
important to note that the GrandView REIT Index Fund is a professionally managed
mutual  fund  while  the  indexes  are  not  available  for  investment  and are
unmanaged. The comparison is shown for illustrative purposes only.

Annualized Total Return

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

                           Since Inception            One Year

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

     No Sales Load              19.82%                 28.85%

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

 Maximum 3% Sales Load          17.74%                 24.98%

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


The graph  assumes an initial  $10,000  investment at July 3, 1995 ($9,700 after
maximum sales load of 3.0%). All dividends and distributions are reinvested.

At March 31, 1997,  the GrandView  REIT Index Fund would have grown to $13,298 -
total investment  return of 32.98% since July 3, 1995.  Without the deduction of
the 3.0% maximum sales load,  the GrandView  REIT Index Fund would have grown to
$13,762 - total investment return of 37.62% 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 REIT INDEX FUND

                            PORTFOLIO OF INVESTMENTS

                                 March 31, 1997

- --------------------------------------------------------------------------------
                                                                       Value
                                            Shares                    (note 1)
- --------------------------------------------------------------------------------

COMMON STOCKS - 96.68%

   Real Estate Investment Trusts

      American Health Properties, Inc.             402                    $9,899
      Arden Realty Group, Inc.                     393                    10,709
      Avalon Properties, Inc.                      897                    24,667
      Bay Apartment Communities, Inc.              338                    12,125
      Beacon Properties Corporation              1,144                    37,895
      BRE Properties, Inc.                         845                    20,914
      Cali Realty Corporation                      753                    24,096
      Capstead Mortgage Corporation              1,045                    21,291
      CarrAmerica Realty Corporation             1,070                    32,902
      CBL & Associates Properties, Inc.            374                     9,163
      Chateau Properties, Inc.                     205                     5,406
      Chelsea GCA Realty, Inc.                     208                     7,462
      Cousins Properties, Inc.                     750                    20,438
      Crescent Real Estate Equities Comp         1,868                    49,969
      CWM Mortgage Holdings, Inc.                1,208                    23,405
      Developers Diversified Realty Corp           567                    21,333
      Duke Realty Investments, Inc.                604                    24,538
      Equity Residential Properties Trus         1,286                    57,066
      Federal Realty Investment Trust              942                    24,257
      FelCor Suite Hotels, Inc.                    409                    15,031
      First Industrial Realty Trust, Inc           777                    24,476
      Franchise Corporation of America           1,014                    24,209
      Gables Residential Trust                     332                     8,466
      General Growth Properties                    790                    25,083
      Health Care Property Investors, In           725                    24,016
      Health and Retirement Property Tru         1,379                    24,822
      Highwoods Properties Inc.                    929                    31,122
      Horizon Group, Inc.                          386                     4,970
      Hospitality Properties Trust                 697                    21,346
      Kimco Realty Corporation                     742                    24,115
      Liberty Property Trust                       519                    12,716
      The Macerich Company                         434                    12,152
      Manufactured Home Communities, Inc           434                     9,494
      Meditrust Corporation                      1,567                    58,371
      Merry Land & Investment Company, I           634                    12,997
      Mills Corp.                                  319                     8,055
      National Health Investors, Inc.              402                    14,924
      Nationwide Health Properties, Inc.         1,072                    22,914
      New Plan Realty Trust                      1,192                    26,969
      OMEGA Healthcare Investors, Inc.             294                     9,224
      Patriot American Hospitality, Inc.         1,092                    26,481
      Post Properties, Inc.                        554                    21,121
      Public Storage, Inc.                       2,446                    70,934

                                                                    (Continued)
<PAGE>
                           GRANDVIEW REIT INDEX FUND

                            PORTFOLIO OF INVESTMENTS

                                 March 31, 1997
- --------------------------------------------------------------------------------
                                                                       Value
                                            Shares                    (note 1)
- --------------------------------------------------------------------------------
COMMON STOCKS - (Continued)

      Realty Income Corporation                    398                    $9,154
      Resource Mortgage Capital, Inc.              348                     9,005
      Security Capital Pacific Trust             1,923                    46,873
      Security Capital Atlantic Incorpor           968                    21,538
      Security Capital Industrial Trust          2,424                    50,601
      Shurgard Storage Centers, Inc.               444                    12,265
      Simon DeBartolo Group, Inc.                2,558                    77,379
      Spieker Properties, Inc.                     743                    28,977
      Starwood Lodging Trust                     1,008                    39,312
      Storage USA, Inc.                            647                    23,858
      Sun Communities, Inc.                        264                     8,448
      Taubman Centers, Inc.                        868                    11,284
      TriNet Corporate Realty Trust, Inc           238                     7,527
      United Dominion Realty Trust               1,529                    22,553
      Vornado Realty Trust                         669                    44,656
      Washington Real Estate Investment            566                    10,117
      Weingarten Realty Investors                  551                    23,349
                                                   ---                    ------


Total Common Stocks (Cost $1,327,639)                                  1,418,439
                                                                       ---------


                                            Principal
                                             Amount
                                          ------------   
REPURCHASE AGREEMENT (a) - 1.42%
      Wachovia Bank                            $20,729                    20,729
      6.50%, due April 1, 1997                                            ------
      (Cost $20,729)
      


Total Value of Investments (Cost $1,348,368 (b))           98.10%     $1,439,168
Other Assets Less Liabilities                               1.90%         27,930
                                                            ----          ------
   Net Assets                                             100.00%     $1,467,098
                                                          ======      ==========



(a)  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.



                                                                    (Continued)

<PAGE>

                           GRANDVIEW REIT INDEX FUND

                            PORTFOLIO OF INVESTMENTS

                                 March 31, 1997



(b)  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                                          $106,826
      Unrealized depreciation                                           (16,026)
                                                                       --------
         Net unrealized appreciation                                    $90,800
                                                                       ========


See accompanying notes to financial statements
<PAGE>
                           GRANDVIEW REIT INDEX FUND

                      STATEMENT OF ASSETS AND LIABILITIES

                                 March 31, 1997


ASSETS
   Investments, at value (cost $1,348,368)                         $1,439,168
   Cash                                                                 6,479
   Income receivable                                                    6,646
   Prepaid expenses                                                     2,865
   Deferred organization expenses, net (note 4)                        17,695
   Due from advisor (note 2)                                               59
   Other assets                                                            50
                                                                   ----------   
      Total assets                                                  1,472,962
                                                                   ----------   
LIABILITIES
   Accrued expenses                                                     5,864
                                                                   ----------   

NET ASSETS
   (applicable to 117,053 shares outstanding; unlimited
   shares of no par value beneficial interest authorized)          $1,467,098
                                                                   ==========   
NET ASSET VALUE, REDEMPTION AND OFFERING PRICE PER SHARE
   ($1,467,098 \ 117,053 shares)                                       $12.53
                                                                   ==========   
MAXIMUM OFFERING PRICE PER SHARE
   (100 \ 97 of $12.53)                                                $12.92
                                                                   ==========   
NET ASSETS CONSIST OF
   Paid-in capital                                                 $1,380,082
   Accumulated net realized loss on investments                        (3,784)
   Net unrealized appreciation on investments                          90,800
                                                                   ----------
                                                                   $1,467,098
                                                                   ==========   

See accompanying notes to financial statements
<PAGE>
                           GRANDVIEW REIT INDEX FUND

                            STATEMENT OF OPERATIONS

                           Year ended March 31, 1997


INVESTMENT INCOME

   Income
      Dividends                                                        $32,233
      Interest                                                             715
                                                                      --------  
         Total income                                                   32,948
                                                                      --------
   Expenses
      Investment advisory fees (note 2)                                  2,126
      Fund administration fees (note 2)                                  1,366
      Custody fees                                                       5,370
      Registration and filing administration fees (note 2)               1,699
      Fund accounting fees (note 2)                                      9,300
      Audit fees                                                         6,471
      Legal fees                                                         2,533
      Securities pricing fees                                              570
      Shareholder recordkeeping fees                                       286
      Shareholder servicing expenses                                     2,261
      Registration and filing expenses                                   4,915
      Printing expenses                                                    261
      Amortization of deferred organization expenses (note 4)            5,442
      Trustee fees and meeting expenses                                    101
      Other operating expenses                                           3,365
                                                                      --------  
         Total expenses                                                 46,066
                                                                      --------
         Less:
            Expense reimbursements (note 2)                            (37,598)
            Investment advisory fees waived (note 2)                    (2,126)
                                                                      --------
         Net expenses                                                    6,342
                                                                      --------
            Net investment income                                       26,606
                                                                      --------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

   Net realized loss from investment transactions                       (3,402)
   Increase in unrealized appreciation on investments                   91,681
                                                                      --------
      Net realized and unrealized gain on investments                   88,279
                                                                      --------
         Net increase in net assets resulting from operations         $114,885
                                                                      ========  


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

                                            GRANDVIEW REIT INDEX FUND

                                       STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------------------------------------------
                                                                                                          For the
                                                                                                      period from
                                                                                                     July 3, 1995
                                                                                                    (commencement
                                                                                      Year ended   of operations) 
                                                                                        March 31,    to  March 31, 
                                                                                            1997             1996
- ------------------------------------------------------------------------------------------------------------------

INCREASE IN NET ASSETS

  Operations
     Net investment income                                                               $26,606           $5,240
     Net realized gain (loss) from investment transactions                                (3,402)           1,665
     Increase (decrease) in unrealized appreciation on investments                        91,681             (881)
                                                                                          ------             ---- 
        Net increase in net assets resulting from operations                             114,885            6,024
                                                                                         -------            -----

  Distributions to shareholders from
     Net investment income                                                               (26,606)          (5,240)
     Tax return of capital                                                                (5,692)               0
     Net realized gain from investment transactions                                         (479)          (1,568)
                                                                                            ----           ------ 
        Decrease in net assets resulting from distributions                              (32,777)          (6,808)
                                                                                         -------           ------ 

  Capital share transactions
     Increase in net assets resulting from capital share transactions (a)              1,132,197          253,577
                                                                                       ---------          -------

           Total increase in net assets                                                1,214,305          252,793
                                                                                       =========          =======

NET ASSETS

  Beginning of period                                                                    252,793                0
                                                                                         -------          -------

  End of period                                                                       $1,467,098         $252,793
                                                                                      ==========         ========



(a) A summary of capital share activity follows:
                                                -----------------------------------------------------------------  
                                                                                 For the period from July 3, 1996 
                                                            Year ended             (commencement of operations)    
                                                           March 31, 1997                  to March 31, 1996
                                                -----------------------------------------------------------------  
                                                       Shares           Value            Shares            Value      
                                                     ----------       ----------       ---------        ---------      
Shares sold                                             100,474       $1,238,757          25,257         $258,779
Shares issued for reinvestment
  of distributions                                        2,066           24,781             482            4,916
                                                          -----           ------             ---            -----
                                                        102,540        1,263,538          25,739          263,695

Shares redeemed                                         (10,250)        (131,341)           (976)         (10,118)
                                                        -------         --------            ----          ------- 
  Net increase                                           92,290       $1,132,197          24,763         $253,577
                                                         ======       ==========          ======         ========




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

                               GRANDVIEW REIT INDEX FUND

                                  FINANCIAL HIGHLIGHTS

                    (For a Share Outstanding Throughout the Period)


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

Net asset value, beginning of period                            $10.21           $10.00

   Income from investment operations                      
      Net investment income                                       0.50             0.33
      Net realized and unrealized gain on investments             2.38             0.32
                                                                  ----             ----
         Total from investment operations                         2.88             0.65

   Distributions to shareholders from
      Net investment income                                      (0.50)           (0.33)
      Tax return of capital                                      (0.05)            0.00
      Net realized gain from investment transactions             (0.01)           (0.11)
                                                                 -----            ---- 
         Total distributions                                     (0.56)           (0.44)
                                                                 -----            ----- 

Net asset value, end of period                                  $12.53           $10.21
                                                                ======           ======


Total return (a)                                                 28.85 %           6.40 %
                                                                 =====             ====  


Ratios/supplemental data

   Net assets, end of period                                $1,467,098         $252,793
                                                            ==========         ========

   Ratio of expenses to average net assets
      Before expense reimbursements and waived fees               7.59 %          20.63 %(b)
      After expense reimbursements and waived fees                1.04 %           1.05 %(b)

   Ratio of net investment income (loss) to average net assets
      Before expense reimbursements and waived fees              (2.16)%         (13.66)%(b)
      After expense reimbursements and waived fees                4.38 %           5.86 %(b)


   Portfolio turnover rate                                       23.38 %          47.46 %

   Average broker commissions per share                          $0.07

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

   (b) Annualized.



See accompanying notes to financial statements
</TABLE>
<PAGE>
                            GRANDVIEW REIT INDEX FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 1997


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

The GrandView REIT Index Fund (the "Fund") is a 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 primary  objective of the Fund is long-term  growth of
capital by  selecting  investments  which are equity  securities  of real estate
industry  companies  which  are  undervalued  or have  significant  "turnaround"
potential.  The  Fund  began  operations  on July 3,  1995.  Shares  of the Fund
purchased  are subject to a maximum  sales  charge of 3.00%.  Shares of the Fund
redeemed are subject to a 1.00%  redemption  fee,  which applies to  redemptions
during  the first six  months  after  share  purchases.  The  redemption  fee is
subsequently  reduced  after the first six  months and is  eliminated  after one
year. 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 the last sales price as of 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 all taxable income has been distributed
     to shareholders. 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 an 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 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.

                                                                     (Continued)
<PAGE>




                            GRANDVIEW REIT INDEX FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 1997


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 amount of 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 0.35% 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 1.05% 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 $2,126 ($0.04 per share) and has voluntarily  reimbursed $37,598 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 0.225% of the Fund's  first
$25  million  of  average  daily net  assets,  0.20% of the next $25  million of
average  daily net  assets,  and  0.175% 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 REIT INDEX 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 sales charges in the amount of $426.

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
20,197 shares or 17% 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.

The Trustees of the Trust do not  currently  intend to authorize  the payment of
any such  distribution  and  service  fees  from the  Fund,  although  they have
authority  under the Plan to do so in the future.  Shareholders of the Fund will
be given at least sixty days written notice before any  distribution and service
fees are imposed.


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 $1,232,281 and $137,495,  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
gains to its shareholders.  All of the $0.01 per share of such distributions for
the year ended March 31, 1997,  represent long-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 REIT Index 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 sta tements 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 expr  ess 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  REIT Index Fund as of March 31, 1997,  the results of its  operations
for the year then  ended,  and the  changes  in its net  assets  and fi  nancial
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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