UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act File Number 811-21836 --------- Giant 5 Funds (Exact name of registrant as specified in charter) 128 South Tejon, Suite 150 Colorado Springs, CO 80903 -------------------------- (Address of principal executive offices) Michael G. Willis The Willis Group 128 South Tejon, Suite 150 Colorado Springs, CO 80903 --------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (719) 884-7500 -------------- Date of fiscal year end: March 31 -------- Date of reporting period: September 30, 2007 ------------------ Item 1. Reports to Stockholders The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). GIANT 5 FUNDS INVESTOR SHARES SEMI-ANNUAL REPORT SEPTEMBER 30, 2007 GIANT 5 TOTAL INVESTMENT SYSTEM (FIVEX) 25 UNDERLYING MUTUAL FUNDS GIANT 5 TOTAL INDEX SYSTEM (INDEX) 25 UNDERLYING INDEX FUNDS AND ETFS Invest in the Essentials Invest for Life(TM) [IMAGE] Investors should carefully read and consider the Fund's investment objectives, risks, charges and expenses before investing or sending money. This and other important information is contained in the Prospectus, which can be obtained by calling 1-888-5Giant5 (1-888-544-2685) or downloaded on www.Giant5.com. Funds distributed by UMB Distribution Services, LLC. <page> Semi-Annual Report Table of Contents September 30, 2007 (Unaudited) - -------------------------------------------------------------------------------- Letter to Shareholders.......................................................2 Giant 5 Total Investment System Schedule of Portfolio Investments............................................3 Financial Statements.........................................................4 Financial Highlights.........................................................6 Giant 5 Total Index System Schedule of Portfolio Investments............................................7 Financial Statements.........................................................8 Financial Highlights........................................................10 Notes to Financial Statements...............................................11 Supplemental Information....................................................17 <page> [IMAGE] Dear Shareholders, With two more months left in the year, 2007 is already proving to be a significant year for Giant 5 Funds and our shareholders. Shareholders have been rewarded with solid performance as both Funds (FIVEX and INDEX) outperformed their benchmark, the S&P 500, on a year-to-date basis (see chart below). We believe that this is evidence that our Invest Where You Spend philosophy is more relevant to investors than the traditional cap weighted asset allocation models currently being used in the industry. As life expectancy in the U.S. continues to climb, we think investors are taking a closer look at what types of investments can keep up with their expenses. By owning Real Estate, Raw Materials, Energy, Capital Markets, and Bonds, our portfolios are designed to help investors keep pace with the things they buy most. For those of you who have not signed-up to view your statements online yet, we have recently added this functionality to our website. I believe that you will find these new features valuable. In addition, many of you have inquired about receiving digital statements and eliminating most of the monthly paper you receive. We have added this capability as well and hope that many of you will take advantage of digital statements as it helps us reduce costs and save trees. All of this can be done by visiting www.Giant5.com. We believe these 5 Essential Themes; Real Estate, Energy, Raw Materials, Capital Markets, and Bonds, make up the foundations of the global investment world and should be held at all times. As most of you know, we offer this 5-Asset Strategy in two no-load mutual funds. The Giant 5 Total Investment System (FIVEX) focuses on the experience and talents of what we believe to be the best investment managers in the world. The Giant 5 Total Index System (INDEX) focuses on the efficiencies of indexes and Exchange Traded Funds. I look forward to working for you next year. Sincerely, Michael G. Willis President During the six-month period ended September 30, 2007, Giant 5 Total Investment System (FIVEX) returned +10.51% and Giant 5 Total Index System (INDEX) returned +7.51%. During this same period our benchmark, the S&P 500 Index was +8.44%. Performance Comparison Since Inception As of September 30, 2007 YTD 1-Year (Annualized)* - ----------------------------------------------------------------------------------------------------- Giant 5 Total Investment System (FIVEX) +15.48% +26.07% +15.71% Giant 5 Total Index System (INDEX) +10.79% +19.18% +12.12% S&P 500 Index +9.13% +16.44% +13.51% Russell 2000(R) Index +3.16% +12.34% +5.02% Dow Jones Industrial Average +13.31% +21.68% +17.90% - ----------------------------------------------------------------------------------------------------- * Inception Date May 1, 2006 The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. To obtain performance information current to the most recent month-end, please call 1-888-5GIANT5. Gross expenses of the Total Investment System and Total Index System are 1.81% and 1.79%, respectively. Gross expenses are reflective of the information disclosed in the Funds' Prospectus dated July 2, 2007 and may differ from the expense ratios disclosed in this report. Equity securities are more volatile and carry more risk than other forms of investment, including investments in high grade fixed income securities. Fixed income securities are subject to interest rate risks. Investments concentrated in one economic sector, such as, Energy, Raw Materials, and Real Estate, experience greater volatility than more broadly based investments. International investing is subject to greater volatility due to such factors as changes in currency rates, foreign taxation, differences in auditing and other financial standards, and political and economic instability. [LOGO] Giant 5 Total Investment System Fund Schedule of Portfolio Investments September 30, 2007 (Unaudited) - -------------------------------------------------------------------------------- Security Description Shares Value - -------------------------------------------------------------------------------- INVESTMENT COMPANIES - 99.3% - -------------------------------------------------------------------------------- Alpine International Real Estate Equity Fund, Class Y.. 10,970 $503,291 American Growth Fund of America, Inc., Class Fund.... 9,394 350,127 BlackRock Global Resources Fund, Class I...... 30,539 1,936,784 Columbia Mid Cap Value Fund, Class Z.......... 18,932 291,743 Delaware American Services Fund, Class I....... 58,538 1,181,874 E.I.I. International Property Fund, Class I....... 113,924 2,783,164 Fidelity Select Industrials Materials Portfolio.......... 38,930 2,332,667 Franklin Mutual European Fund, Class Z....... 38,690 1,113,100 ICON Materials Fund............ 229,584 3,533,299 Ivy European Opportunities Fund, Class Y.. 3,010 132,374 Ivy Global Natural Resources Fund, Class Y...... 73,205 2,961,865 JPMorgan Small Cap Equity Fund, Class S......... 30,728 1,084,092 Loomis Sayles Fixed Income Fund, Class I......... 237,465 3,440,873 Loomis Sayles Small Cap Value Fund, Class I.......... 3,862 111,150 Matthews China Fund............ 48,415 2,011,643 Shares or Principal Security Description Amount Value - -------------------------------------------------------------------------------- INVESTMENT COMPANIES CONTINUED - -------------------------------------------------------------------------------- Morgan Stanley Institutional Fund, Inc., International Real Estate Portfolio, Class A.... 7,096 $228,192 Morgan Stanley Institutional Portfolio Fund, Inc., US Real Estate Portfolio, Class A.... 100,027 2,665,723 Oppenheimer International Bond Fund, Class Y........... 165,090 1,051,624 T. Rowe Price Latin America Fund................. 3,272 173,685 U.S. Global Investors Accolade Funds, Eastern European Fund. 4,404 243,167 Vanguard Energy Fund, Admiral Shares............... 21,795 3,327,703 Vanguard Short-Term Investment Grade Fund, Admiral Shares.. 178,445 1,889,732 Vanguard Windsor II Fund, Class Y 9,047 338,733 --------------- Total Investment Companies (Cost $29,332,433)........... 33,686,605 --------------- - -------------------------------------------------------------------------------- SHORT-TERM INVESTMENTS - 0.5% - -------------------------------------------------------------------------------- UMB Bank Money Market Fiduciary, 3.176%, 10/1/2007. $155,466 $155,466 --------------- Total Short-Term Investments (Cost $155,466).............. 155,466 --------------- Total Investments - 99.8% (Cost $29,487,899)........... 33,842,071 Other Assets and Liabilities - 0.2% 72,813 --------------- NET ASSETS - 100.0%............ $33,914,884 =============== See notes to financial statements. Giant 5 Total Investment System Fund Financial Statements September 30, 2007 (Unaudited) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES - -------------------------------------------------------------------------------- Assets: Total investment securities at market value (cost $29,487,899)..................... $33,842,071 Cash...................................... -- Receivable for fund shares sold.......... 62,724 Receivable for investment securities sold. 111,479 Interest and dividends receivable........ 8,625 Prepaid assets........................... -- --------------- Total Assets........................... 34,024,899 --------------- Liabilities: Payable to bank........................... -- Payable for investment securities purchased -- Payable for fund shares redeemed......... -- Payable to Investment Advisor............. 17,458 Payable for 12b-1 fees................... 4,534 Other payables........................... 88,023 --------------- Total Liabilities...................... 110,015 --------------- Total Net Assets.......................... $33,914,884 =============== Net assets consist of: Paid-in capital........................... $28,347,462 Undistributed net investment income...... 10,615 Accumulated net realized gain............ 1,202,635 Net unrealized appreciation.............. 4,354,172 --------------- Total Net Assets......................... $33,914,884 =============== Capital Shares: Outstanding (unlimited number of shares authorized).................. 1,886,370 --------------- Net Asset Value Per Share................. $17.98 =============== - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS - -------------------------------------------------------------------------------- Investment Income: Dividends ................................ $269,636 Interest income........................... 20,809 --------------- Total investment income................. 290,445 --------------- Expenses: Investment advisory fees.................. 106,253 Legal fees................................ 32,028 Fund administration fees.................. 28,860 12b-1 fees................................ 26,509 Transfer agent fees....................... 20,895 Custody fees.............................. 20,516 Blue Sky fees............................. 14,511 Miscellaneous fees........................ 14,073 Audit fees................................ 7,131 Insurance................................. 5,163 CCO fees.................................. 4,775 Directors fees............................ 3,000 Printing fees............................. 2,691 Pricing fees.............................. 1,069 SEC fees.................................. 126 --------------- Total Expenses.......................... 287,600 --------------- Deduct: Waiver of operating expenses.............. (412) --------------- Net Expenses.............................. 287,188 =============== Net Investment Income..................... 3,257 =============== Realized and Unrealized Gain on Investments Net realized gain on investments.......... 548,164 Change in unrealized appreciation of investments for the period.............. 2,618,117 --------------- Net realized and unrealized gain on investments 3,166,281 --------------- Change in net assets resulting from operations $3,169,538 =============== See notes to financial statements. <page> Financial Statements Giant 5 Total Investment System Fund - ----------------------------------------------------------------------------------------------------------------------------------- Six Months Ended Year Ended September 30, 2007 March 31, 2007(a) (Unaudited) - ----------------------------------------------------------------------------------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS - ----------------------------------------------------------------------------------------------------------------------------------- Increase in Net Assets from Operations Net investment income............................................... $3,257 $444,131 Net realized gain from investment transactions...................... 548,164 900,567 Change in unrealized appreciation................................... 2,618,117 1,736,055 ----------------------------------------------------------- Change in net assets resulting from operations...................... 3,169,538 3,080,753 ----------------------------------------------------------- Distributions to Shareholders Net investment income............................................... -- (461,110) Net realized capital gains.......................................... -- (238,738) Return of Capital................................................... -- -- ----------------------------------------------------------- Change in net assets resulting from distributions to shareholders... -- (699,848) ----------------------------------------------------------- Capital Share Transactions Proceeds from sale of shares........................................ 1,778,074 28,613,800 Distributions reinvested............................................ -- 699,848 Cost of shares redeemed............................................. (1,005,208) (1,724,228) Redemption fees..................................................... 2,155 -- ----------------------------------------------------------- Change in net assets resulting from capital share transactions...... 775,021 27,589,420 ----------------------------------------------------------- Net increase in net assets.......................................... 3,944,559 29,970,325 ----------------------------------------------------------- Net Assets Beginning of period................................................. 29,970,325 -- ----------------------------------------------------------- End of period....................................................... $33,914,884 $29,970,325 =========================================================== Undistributed net investment income at end of period................ $10,615 $ -- =========================================================== Share Information Shares sold......................................................... 104,354 1,906,477 Distributions reinvested............................................ -- 44,948 Shares redeemed..................................................... (60,056) (109,353) ----------------------------------------------------------- Net change resulting from share transactions........................ 44,298 1,842,072 =========================================================== - ------------------------------------------------------------ (a) Fund commenced operations on May 1, 2006. See notes to financial statements. <page> <page> Financial Highlights Giant 5 Total Investment System Fund - ------------------------------------------------------------------------------------------------------------------------------------ Six Months Ended The table below sets forth financial data for a share September 30, 2007 Year Ended outstanding in the Fund throughout each period presented: (Unaudited) March 31, 2007(a) - ------------------------------------------------------------------------------------------------------------------------------------ Per share data: Net Asset Value - Beginning of Period............................... $16.27 $15.00 ----------------------------------------------------------- Income from Investment Operations: Net investment income............................................... 0.01 0.26 Net realized and unrealized gains on investments.................... 1.70 1.41 ----------------------------------------------------------- Total from investment operations.................................. 1.71 1.67 ----------------------------------------------------------- Less Distributions Declared to Shareholders: Net investment income............................................... -- (0.26) Net realized capital gains.......................................... -- (0.14) Return of capital................................................... -- -- ----------------------------------------------------------- Total distributions............................................... -- (0.40) ----------------------------------------------------------- Paid-in capital from redemption fees.............................. --(b) --(b) Net Asset Value - End of Period..................................... $17.98 $16.27 =========================================================== Total Return........................................................ 10.51%(c) 11.27%(c) Ratios (to average net assets) Supplemental Data: Net assets at end of period (000s).................................. $33,915 $29,970 Expenses before waivers............................................. 1.81%(d) 1.91%(d) Expenses after waivers.............................................. 1.81%(d)(e) N/A Net investment income............................................... 0.02%(d) 1.96%(d) Portfolio turnover.................................................. 14.02%(c) 22.20%(c) - ---------------------------------------------------------------- (a) Fund commenced operations on May 1, 2006. (b) Less than $0.005. (c) Not annualized. (d) Annualized. (e) Effective July 1, 2007, the Fund is voluntarily capped at 1.35%. See notes to financial statements <page> Giant 5 Total Index System Fund Schedule of Portfolio Investments September 30, 2007 (Unaudited) - -------------------------------------------------------------------------------- Security Description Shares Value - -------------------------------------------------------------------------------- EXCHANGE TRADED FUNDS - 99.6% - -------------------------------------------------------------------------------- Ameristock/Ryan 1-Year Treasury ETF.......... 17,900 $459,672 Ameristock/Ryan 2-Year Treasury ETF.......... 17,900 447,142 DJ Wilshire REIT ETF........... 18,983 1,541,609 Energy Select Sector SPDR Fund. 11,133 834,975 iShares Cohen & Steers Realty Majors Index Fund..... 11,314 1,054,804 iShares Dow Jones US Basic Materials Sector Index Fund.. 10,776 798,717 iShares Lehman 1-3 Year Treasury Bond Fund........... 27,000 2,194,020 iShares MSCI EAFE Index Fund... 1,739 143,624 iShares MSCI EMU Index Fund.... 1,760 212,520 iShares Russell 1000 Value Index Fund............. 4,719 405,598 iShares Russell Midcap Value Index Fund............. 3,371 510,032 iShares S&P Europe 350 Index Fund................... 6,792 809,606 iShares S&P Global Energy Sector Index Fund............ 21,395 2,953,366 PowerShares FTSE RAFI Basic Materials Sector Portfolio... 7,900 533,013 PowerShares FTSE RAFI Developed Markets ex-U.S. Portfolio............ 5,000 254,900 PowerShares FTSE RAFI Energy Sector Portfolio...... 10,240 746,394 PowerShares FTSE RAFI U.S. 1000 Portfolio.......... 21,755 1,339,455 PowerShares FTSE RAFI U.S. 1500 Small-Mid Portfolio..... 12,070 682,196 Shares or Principal Security Description Amount Value - -------------------------------------------------------------------------------- EXCHANGE TRADED FUNDS CONTINUED - -------------------------------------------------------------------------------- PowerShares WilderHill Clean Energy Portfolio....... 4,000 $91,560 SPDR DJ Wilshire International Real Estate ETF................... 26,500 1,702,625 SPDR Lehman Aggregate Bond ETF........... 2,162 114,543 Vanguard Information Technology Index ETF......... 10,000 606,500 Vanguard Long-Term Bond ETF..................... 12,200 912,072 Vanguard Materials ETF......... 15,024 1,322,563 Vanguard Total Bond Market ETF. 23,000 1,740,640 WisdomTree International Basic Materials Sector Fund*. 69,750 2,766,983 WisdomTree International Energy Sector Fund........... 40,000 1,402,000 WisdomTree International MidCap Dividend Fund......... 4,000 288,080 WisdomTree International Real Estate Fund*............ 20,000 1,059,400 WisdomTree International SmallCap Dividend Fund....... 3,500 244,580 --------------- Total Exchange Traded Funds (Cost $26,010,622)........... 28,173,189 --------------- SHORT-TERM INVESTMENTS - 11.7% UMB Bank Money Market Fiduciary, 3.176%, 10/1/2007. $3,318,947 $3,318,947 --------------- Total Short-Term Investments (Cost $3,318,947)............ 3,318,947 --------------- Total Investments - 111.3% (Cost $29,329,569)........... 31,492,136 Other Assets and Liabilities - (11.3)% (3,209,646) --------------- NET ASSETS - 100.0%............ $28,282,490 =============== - -------------------------------------------------------------------------------- * Non-income producing. See notes to financial statements. Giant 5 Total Index System Fund Financial Statements September 30, 2007 (Unaudited) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES - -------------------------------------------------------------------------------- Assets: Total investment securities at market value (cost $29,329,569)..................... $31,492,136 Cash..................................... -- Receivable for fund shares sold.......... -- Receivable for investment securities sold. 794,135 Interest and dividends receivable........ 60,673 Prepaid assets........................... -- --------------- Total Assets........................... 32,346,944 --------------- Liabilities: Payable to bank.......................... -- Payable for investment securities purchased 3,930,660 Payable for fund shares redeemed......... 58,589 Payable to Investment Advisor............ 14,758 Payable for 12b-1 fees................... 3,833 Other payables........................... 56,614 --------------- Total Liabilities...................... 4,064,454 --------------- Total Net Assets......................... $28,282,490 =============== Net assets consist of: Paid-in capital.......................... $24,630,885 Undistributed net investment income...... 31,061 Accumulated net realized gain............ 1,457,977 Net unrealized appreciation.............. 2,162,567 --------------- Total Net Assets......................... $28,282,490 =============== Capital Shares: Outstanding (unlimited number of shares authorized).................. 1,619,499 --------------- Net Asset Value Per Share................. $17.46 =============== - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS - -------------------------------------------------------------------------------- Investment Income: Dividends................................. $220,718 Interest income........................... 35,596 --------------- Total investment income................. 256,314 --------------- Expenses: Investment advisory fees.................. 85,495 Legal fees................................ 25,152 Fund administration fees.................. 22,851 12b-1 fees................................ 21,693 Transfer agent fees....................... 17,577 Custody fees.............................. 14,196 Blue Sky fees............................. 11,369 Miscellaneous fees........................ 11,236 Audit fees................................ 5,669 Insurance................................. 4,072 CCO fees.................................. 3,975 Directors fees............................ 3,000 Printing fees............................. 2,363 Pricing fees.............................. 974 SEC fees.................................. 24 --------------- Total Expenses.......................... 229,646 --------------- Deduct: Waiver of operating expenses.............. (348) --------------- Net Expenses.............................. 229,298 =============== Net Investment Income..................... 27,016 Realized and Unrealized Gain on Investments Net realized gain on investments.......... 1,460,436 Change in unrealized appreciation of investments for the period.............. 313,291 --------------- Net realized and unrealized gain on investments 1,773,727 Change in net assets resulting from operations $1,800,743 =============== See notes to financial statements. <page> Financial Statements Giant 5 Total Index System Fund - -------------------------------------------------------------------------------- Six Months Ended September 30, 2007 Year Ended (Unaudited) March 31, 2007(a) - ------------------------------------------------------------------------------------------------------------------------------------ STATEMENT OF CHANGES IN NET ASSETS - ------------------------------------------------------------------------------------------------------------------------------------ Increase in Net Assets from Operations Net investment income............................................... $27,016 $182,607 Net realized gain from investment transactions...................... 1,460,436 22,417 Change in unrealized appreciation................................... 313,291 1,849,276 ----------------------------------------------------------- Change in net assets resulting from operations...................... 1,800,743 2,054,300 ----------------------------------------------------------- Distributions to Shareholders Net investment income............................................... -- (216,286) Net realized capital gains.......................................... -- (4,131) Return of Capital................................................... -- (6,502) ----------------------------------------------------------- Change in net assets resulting from distributions to shareholders... -- (226,919) ----------------------------------------------------------- Capital Share Transactions Proceeds from sale of shares........................................ 5,284,805 21,911,268 Distributions reinvested............................................ -- 226,919 Cost of shares redeemed............................................. (1,192,380) (1,577,170) Redemption fees..................................................... 924 -- ----------------------------------------------------------- Change in net assets resulting from capital share transactions...... 4,093,349 20,561,017 ----------------------------------------------------------- Net increase in net assets.......................................... 5,894,092 22,388,398 ----------------------------------------------------------- Net Assets Beginning of period................................................. 22,388,398 -- ----------------------------------------------------------- End of period....................................................... $28,282,490 $22,388,398 =========================================================== Undistributed net investment income at end of period................ $31,061 $ -- ----------------------------------------------------------- Share Information Shares sold......................................................... 312,760 1,463,173 Distributions reinvested............................................ -- 14,398 Shares redeemed..................................................... (71,587) (99,246) ----------------------------------------------------------- Net change resulting from share transactions........................ 241,173 1,378,326 =========================================================== - ------------------------------------------------------------------------------------------------------------------------------------ (a) Fund commenced operations on May 1, 2006. See notes to financial statements. <page> Financial Highlights Giant 5 Total Index System Fund - ------------------------------------------------------------------------------------------------------------------------------------ Six Months Ended The table below sets forth financial data for a share September 30, 2007 Year Ended outstanding in the Fund throughout each period presented: (Unaudited) March 31, 2007(a) - ------------------------------------------------------------------------------------------------------------------------------------ Per share data: Net Asset Value - Beginning of Period............................... $16.24 $15.00 ----------------------------------------------------------- Income from Investment Operations: Net investment income............................................... 0.02 0.15 Net realized and unrealized gains on investments.................... 1.20 1.25 ----------------------------------------------------------- Total from investment operations.................................. 1.22 1.40 ----------------------------------------------------------- Less Distributions Declared to Shareholders: Net investment income............................................... -- (0.15) Net realized capital gains.......................................... -- --(b) Return of capital................................................... -- (0.01) ----------------------------------------------------------- Total distributions............................................... -- (0.15) ----------------------------------------------------------- Paid-in capital from redemption fees.............................. --(b) --(b) Net Asset Value - End of Period..................................... $17.46 $16.24 =========================================================== Total Return........................................................ 7.51%(c) 9.38% (c) Ratios (to average net assets) Supplemental Data: Net assets at end of period (000s).................................. $28,282 $22,388 Expenses before waivers............................................. 1.79%(d) 1.90%(d) Expenses after waivers.............................................. 1.79%(d)(e) N/A Net investment income............................................... 0.21%(d) 1.00%(d) Portfolio turnover.................................................. 77.30%(c) 5.35%(c) - ------------------------------------------------------------------------------------------------------------------------------------ (a) Fund commenced operations on May 1, 2006. (b) Less than $0.005. (c) Not annualized. (d) Annualized. (e) Effective July 1, 2007, the Fund is voluntarily capped at 1.35%. See notes to financial statements. <page> Giant 5 Funds Investor Shares Notes to Financial Statements September 30, 2007 (Unaudited) - -------------------------------------------------------------------------------- 1. Organization Giant 5 Funds (the "Trust") was organized as a trust under the laws of the State of Delaware on November 9, 2005. The Trust is an open-end investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). The Trust is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value. The Trust currently offers shares of two series, each of which has different and distinct investment objectives and policies: the Giant 5 Total Investment System and the Giant 5 Total Index System (Individually a "Fund", collectively the "Funds"). Each of the Funds commenced operations on May 1, 2006. The investment objective for each Fund is to seek total return. To pursue its investment objective, the Giant 5 Total Investment System will make investments primarily in other mutual funds that are not affiliated with the Fund. To pursue its investment objective, the Giant 5 Total Index System will primarily invest in unaffiliated index funds and exchange traded funds. Each Fund is non-diversified, as that term is defined in the 1940 Act, and each Fund is a "fund of funds," which means that each Fund invests in other mutual funds and exchange traded funds ("Underlying Funds"). As of September 30, 2007, only Investor Shares have been offered and issued. 2. Significant Accounting Policies The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). Security Valuation: The value of assets in a Fund's portfolio is determined on the basis of their market value, or where market quotations are not readily available or are deemed unreliable due to a significant event or otherwise, based on fair value as determined in good faith in accordance with the procedures established by, and under the general supervision of, the Funds' Board of Trustees (the "Board"). The Funds may invest in securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Funds do not price their shares. The value of portfolio securities held by the Funds may change on days when shareholders will not be able to purchase or redeem shares. Additionally, each of the Underlying Funds will be registered investment companies, therefore their net asset value per share ("NAV") will be calculated as set forth in their prospectuses. As noted above, each Fund is a fund of funds, primarily invested in Underlying Funds that have their own internal fair pricing and valuation procedures. Due to this structure, the Underlying Funds' policies will be used in the daily calculation of their NAV, which will, in turn, be used in calculating the Funds' NAVs. If for any reason, an Underlying Fund does not provide its NAV to the Fund in timely fashion for the Fund's NAV calculation, the last available NAV for that Underlying Fund will be used for valuation purposes. A Fund will fair value price its securities when market quotations are not readily available. Generally, this would include securities for which trading has been halted, securities whose value has been materially affected by the occurrence of a significant event (as defined below), securities whose price has become stale (i.e., the market price has remained unchanged for five business days), and other securities where a market price is not available from either a national pricing service or a broker. In addition, the Pricing Committee will review exception priced securities (i.e., securities for which the market value is provided by a quote from a single broker rather than a national pricing service) on a quarterly basis. In these situations, the Pricing Committee will employ certain Board-approved methodologies to determine a fair value for the securities. Fair valuations will be reviewed by the Board of Trustees on a quarterly basis. Fair value pricing should result in a more accurate determination of a Fund's net asset value price, which should eliminate the potential for stale pricing arbitrage opportunities in a Fund. However, fair value pricing involves the risk that the values used by a Fund to price its investments may be different from those used by other investment companies and investors to price the same investments. Continued Giant 5 Funds Investor Shares Notes to Financial Statements September 30, 2007 (Unaudited) - -------------------------------------------------------------------------------- A "significant event" is one that occurred prior to a Fund's valuation time, is not reflected in the most recent market price of a security, and materially affects the value of a security. Generally, such "significant events" relate to developments in foreign securities that occur after the close of trading in their respective markets. The Fund's accounting agent may obtain fair value prices of foreign securities through utilization of a Fair Value Pricing Service previously approved by the Board where a movement in the U.S. equities market is sufficiently large to constitute a trigger established by the Pricing Committee. Investment Transactions and Related Income: Investment transactions are recorded on a trade date basis, except for on the last day of the fiscal quarter end, when they are recorded on trade date. Dividend income is recorded on the ex-dividend date. Securities gains and losses are calculated based on the costs of the specific security (also known as identified cost basis). Interest income is recognized on the accrual basis and includes, where applicable, the amortization or accretion of premium or discount. Expenses: Expenses directly attributable to a Fund are charged directly to the Fund. Expenses relating to the Trust are allocated proportionately to each Fund within the Trust according to the relative net assets of each Fund or on another reasonable basis. Organization and Offering Expenses: All costs incurred by the Trust in connection with the organization of the Funds, principally professional fees and printing, were paid on behalf of the Trust by the Funds' investment adviser, The Willis Group, Inc. and will not be borne by the Funds. Costs incurred in connection with the offering and initial registration of the Trust have been deferred and will be amortized on a straight-line basis over the first twelve months after commencement of operations. Offering expenses amortized during the period ended September 30, 2007 totaled $1,544 and $1,544 for the Giant 5 Total Investment System and the Giant 5 Total Index System, respectively. Distributions to Shareholders: Dividends from net investment income, if any, are declared and distributed semi-annually for all Funds. Dividends from net realized gains, if any, are declared and distributed annually for all Funds. The amounts of dividends from net investment income and of distributions from net realized gains, if any, are determined in accordance with federal income tax regulations and are recorded on the ex-dividend date. They may differ from GAAP. These "book/tax" differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification. As of March 31, 2007, distributions in excess of net investment income of $156,369 were reclassified to accumulated undistributed net realized gain and paid-in capital for the Giant 5 Total Investment System. As of March 31, 2007, distributions in excess of net investment income of $44,312 were reclassified to accumulated undistributed net realized gain and paid-in capital for the Giant 5 Total Index System. Federal Income Taxes: Each Fund intends to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in Subchapter M of the Internal Revenue Code, and to make distributions from net investment income and from net realized capital gains sufficient to relieve it from all, or substantially all, federal income and excise taxes. Therefore, no federal or excise tax provision is recorded. Continued Giant 5 Funds Investor Shares Notes to Financial Statements September 30, 2007 (Unaudited) - -------------------------------------------------------------------------------- Use of Estimates: The preparation of financial statements in conformity with accounting principals generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Redemption Fees: As of September 14, 2007, Giant 5 Funds have no redemption fee. Prior to September 14, 2007, Giant 5 Funds had 1% redemption fee for selling within 180 days. This fee did not apply to shares purchased through reinvested dividends or capital gains or shares held in certain omnibus accounts or retirement plans that cannot implement the fee. For the period ended September 30, 2007, the Giant 5 Total Investment System and the Giant 5 Total Index System had contributions to capital due to collection of redemption fees in the amount of $2,155 and $924, respectively. New Accounting Pronouncements: Effective June 29, 2007, the Fund adopted Financial Accounting Standards Board ("FASB") Interpretation No. 48 ("FIN 48") "Accounting for Uncertainty in Income Taxes", a clarification of FASB Statement No. 109, Accounting for Income Taxes. FIN 48 establishes financial accounting and disclosure requirements for recognition and measurement of tax positions taken or expected to be taken on an income tax return. The adoption of FIN 48 had no impact on the Fund's net assets or results of operations. In September 2006, the FASB issued Statement on Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements". This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current generally accepted accounting principles from the application of this Statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. As of September 30, 2007, the Funds do not believe the adoption of SFAS No. 157 will impact the financial statement amounts; however, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain of the measurements on changes in net assets for the period. 3. Related Party Transactions Investment Advisor: The Willis Group, Inc. (the "Adviser") serves as the investment adviser to each Fund. Under the terms of the investment advisory agreement, the Adviser is entitled to receive fees computed daily and paid monthly at an annual rate of 0.67% of average net assets of each Fund. The Adviser makes the investment decisions for each of the Funds and continuously reviews, supervises and administers the investment program of each Fund, subject to the supervision of, and policies established by the Trustees of the Trust. The amounts charged to the Funds for investment advisory services are reported within the Statement of Operations. Certain officers of the Adviser are also a Trustee and officers of the Trust. An officer of the Adviser also serves as Chief Compliance Officer of the Funds. The amounts charged to the Funds for Chief Compliance Officer and Compliance Service fees are reported within the Statement of Operations. Continued Giant 5 Funds Investor Shares Notes to Financial Statements September 30, 2007 (Unaudited) - -------------------------------------------------------------------------------- Administrator: BISYS Fund Services Ohio, Inc., served as the administrator for the Giant 5 Funds through June 30, 2007. BISYS Fund Services Ohio, Inc. (the former "Administrator" or "BISYS"), a wholly-owned subsidiary of The BISYS Group, Inc., served as administrator of the Trust. The Trust and the Administrator had entered into a Master Services Agreement ("Master Services Agreement"), under which the Administrator provided the Trust with administrative services, including day-to-day administration of matters necessary to each Fund's operations, maintenance of records and the books of the Trust, preparation of reports and assistance with compliance monitoring of each Fund's activities. Under the terms of the Master Services Agreement, the Administrator was entitled to receive an annual asset-based fee for administration and fund accounting of 10 basis points (0.10%) on the first $250 million in aggregate net assets of all Funds; 7 basis points (0.07%) of aggregate net assets of all Funds from over $250 million to $500 million; 5 basis points (0.05%) of aggregate net assets of all Funds from over $500 million to $750 million; 4 basis points (0.04%) of aggregate net assets of all Funds from over $750 million to $1 billion; and 3 basis points (0.03%) of aggregate net assets of all Funds in excess of $1 billion. The annual asset-based fee was subject to an annual minimum equal to the number of Funds multiplied by $65,000 and an annual additional per class fee of $5,000 per class in excess of one class. Certain officers of the Trust were employees of the former Administrator (BISYS). From July 1, 2007, UMB Fund Services, Inc. or "UMBFS", was the Administrator for the Giant 5 Funds. For its services, UMBFS is paid a fee by the Advisor at an annual rate equal to 0.09% on the first $500 million in combined assets; 0.07% on the next $500 million in combined assets; 0.05% on the next $500 million in combined assets; and 0.03% on the combined assets over $1.5 billion. The administration fees are subject to an annual minimum of $135,000 in year one; $175,000 in year two; $200,000 in year three; and $225,000 in year four. Distributor: The Trust had retained BISYS Fund Services Limited Partnership (the "Distributor"), a wholly-owned subsidiary of The BISYS Group, Inc. and an affiliate of the Administrator, to serve as principal underwriter for the shares of the Funds, pursuant to a Distribution Agreement between the Distributor and the Adviser through June 30, 2007. Fees for such distribution services were paid to the Distributor by the Adviser. Since July 1, 2007, UMB Distribution Services, LLC has been the Distributor of the Giant 5 Funds. Distribution Plan: Each Fund has adopted a Distribution Plan, pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plan") with respect to its Investor Shares. Pursuant to the Distribution Plan, the Giant 5 Total Investment System and the Giant 5 Total Index System each will pay 0.17% of its average daily net assets attributable to its Investor Shares. The Distribution Plan provides that the Funds pay the Distributor and other organizations for distributing shares, for advertising and marketing and for providing certain services to shareholders of the Investor Shares. For the period ended September 30, 2007, Giant 5 Total Investment System and Giant 5 Total Index System incurred 12b-1 expenses of $26,509 and $21,693, respectively, for Investor Shares. Continued Giant 5 Funds Investor Shares Notes to Financial Statements September 30, 2007 (Unaudited) - -------------------------------------------------------------------------------- 4. Purchases and Sales of Securities Purchases and sales of investment securities, excluding short-term securities for the period ended September 30, 2007, totaled: Giant 5 Total Giant 5 Total Investment System Index System - -------------------------------------------------------------------------------- Purchases $6,593,359 $22,621,649 Sales 4,296,879 18,545,511 There were no purchases or sales of U.S. government securities for the period. 5. Contingencies and Commitments In the normal course of business, the Funds enter into contracts that contain various representations and warranties and provide general indemnifications. The Funds' maximum exposure under these arrangements is dependent on future claims against the Funds and is presently unknown. However, based on experience, the Funds consider risk of loss from such potential claims to be remote. 6. Federal Tax Information At September 30, 2007, the cost, gross unrealized appreciation and gross unrealized depreciation on securities, for federal income tax purposes, were as follows: Giant 5 Total Giant 5 Total Investment System Index System - -------------------------------------------------------------------------------- Tax Cost $29,627,062 $29,332,127 Tax Unrealized Appreciation 4,424,556 2,273,715 Tax Unrealized (Depreciation) (83,537) (113,706) Net Unrealized Appreciation 4,341,019 2,160,009 The tax character of distributions paid during the fiscal period ended March 31, 2007 was as follows: Giant 5 Total Giant 5 Total Investment System Index System - ------------------------------------------------------------------------------------------------------------------ Distributions Paid from Ordinary Income $461,110 $216,286 Distributions Paid from Net Long Term Capital Gains 238,738 4,131 Total Taxable Distributions 699,848 220,417 Return of Capital Distributions -- 6,502 Total Distributions Paid 699,848 226,919 Continued <page> Giant 5 Funds Investor Shares Notes to Financial Statements September 30, 2007 (Unaudited) - -------------------------------------------------------------------------------- As of March 31, 2007, the components of accumulated earnings on a tax basis were as follows: Giant 5 Total Giant 5 Total Investment System Index System - ----------------------------------------------------------------------------------------------------------------------------- Undistributed Ordinary Income $ -- $ -- Undistributed Long Term Capital Gains 674,982 -- Accumulated Earnings 674,982 -- Distributions Payable -- -- Accumulated Capital and Other Losses -- -- Unrealized Appreciation 1,722,902 1,850,862 Total Accumulated Earnings 2,397,884 1,850,862 The difference between book basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales and other temporary differences. 7. Control Ownership The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities creates a presumption of control of the Fund, under Section 2(a)(9) of the 1940 Act. As of September 30, 2007, The Andrea S. Swanson Trust and the Swanson Descendants' Trust as well as the Jann Simmons Patigian Trust and the Jann Simmons Descendants' Trust had combined ownership in the Giant 5 Total Index System in the amounts of 27.5% and 26.6%, respectively. Statement Regarding Availability of Quarterly Portfolio Schedule. The Giant 5 Funds file complete schedules of portfolio holdings for each Fund with the Securities and Exchange Commission (the "Commission") for the first and third quarters of each fiscal year on Form N-Q. The Funds' Forms N-Q are available on the Commission's website at http://www.sec.gov. The Funds' Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330; and the Funds make the information on Form N-Q available upon request without charge. Statement Regarding Availability of Proxy Voting Policies and Procedures and Proxy Voting Record. A description of the policies and procedures the Funds use to determine how to vote proxies relating to the portfolio securities is available without charge, upon request, by calling 1-800-788-5680 or on the Commission's website at http://www.sec.gov. A copy of the Funds' voting record for the most recent 12-month period ended June 30 is also available at the SEC's website at http://www.sec.gov. Continued <page> Giant 5 Funds Investor Shares For the Six Months Ended Supplemental Information September 30, 2007 (Unaudited) - -------------------------------------------------------------------------------- Expense Example As a shareholder of the Giant 5 Funds, you incur two types of costs: (1) transaction costs, including redemption fees and exchange fees; and (2) ongoing costs, including investment advisory fees, distribution (12b-1) fees, and other fund expenses. The Examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. Each is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from April 1, 2007 through September 30, 2007. Actual Expenses The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during the period. Expenses paid Expense Ratio Beginning account Ending account during period during period value 4/1/07 value 9/30/07 4/1/07-9/30/07(1) 4/1/07-9/30/07(1) - -------------------------------------------------------------------------------------------------------------------------------- Giant 5 Total Investment System $1,000.00 $1,105.10 $9.53 1.81% Giant 5 Total Index System 1,000.00 1,075.10 9.31 1.79 Hypothetical Example for Comparison Purposes The table below provides information about hypothetical account values and hypothetical expenses based on the Giant 5 Funds' actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Funds' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. However, you may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees, if applicable. Therefore, the table is useful in comparing the ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Expenses paid Expense Ratio Beginning account Ending account during period during period value 4/1/07 value 9/30/07 4/1/07-9/30/07(1) 4/1/07-9/30/07(1) - ----------------------------------------------------------------------------------------------------------------------------------- Giant 5 Total Investment System $1,000.00 $1,015.10 $9.12 1.81% Giant 5 Total Index System 1,000.00 1,016.03 9.05 1.79 (1) Expenses are equal to the average account value times the Giant 5 Total Investment System and the Total Index System Funds' expense ratio of 1.81% and 1.79%, respectively, multiplied by the number of days in the period (183), divided by the number of days in the fiscal year (366). INVEST IN THE ESSENTIALS. INVEST FOR LIFE (TM) [LOGO] GIANT 5 FUNDS [IMAGE] CAPITAL MARKETS [IMAGE] REAL ESTATE [IMAGE] BONDS [IMAGE] ENERGY [IMAGE] RAW MATERIALS FUNDS DISTRIBUTED BY UMB DISTRIBUTION SERVICES, LLC giant5.com (c) 2007 Giant 5 Funds, Colorado Item 2. Code of Ethics Not applicable to semi-annual reports. Item 3. Audit Committee Financial Expert Not applicable to semi-annual reports. Item 4. Principal Accountant Fees and Services Not applicable to semi-annual reports. Item 5. Audit Committee of Listed Registrants Not applicable. Item 6. Schedule of Investments Included as part of the report to shareholders filed under item 1 of this Form N-CSR Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies Not applicable. Item 8. Portfolio Managers of Closed-End Management Investment Companies Not applicable. Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers Not applicable. Item 10. Submission of Matters to a Vote of Security Holders There were no material changes to the procedures by which shareholders may recommend nominees to the registrant's Board of Trustees. Item 11. Controls and Procedures (a) Based on an evaluation of the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended, the "Disclosure Controls") as of a date within 90 days of the filing date (the "Filing Date") of this Form N-CSR (the "Report"), the registrant's principal executive officer and principal financial officer have concluded that the Disclosure Controls are effectively designed to ensure that information that is required to be disclosed by the registrant in the Report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, including ensuring that information required to be disclosed in the Report is accumulated and communicated to the registrant's management, including the registrant's principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures. (b) There were no changes in the registrant's internal controls over financial reporting (as defined in Rule 30 a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 12. Exhibits (a)(1) Not applicable. (2) Certifications for each principal executive and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended, (17 CFR 270.30a-2(a)) are filed herewith. (b) Certifications required by Rule 30a-2 (b) under the Investment Company Act of 1940, as amended, (17 CFR 270.30a-2 (b)) are filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Giant 5 Funds /s/Michael G. Willis - ---------------------------------- Michael G. Willis President November 30, 2007 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/Michael G. Willis - ------------------------------------ Michael G. Willis President (Principal Executive Officer) November 30, 2007 /s/Paul D. Myers - ------------------------------------- Paul D. Myers Treasurer (Principal Financial Officer) November 30, 2007