STATEMENT OF ADDITIONAL INFORMATION

MEMBERS Mutual Funds
CUNA Mutual Group
5910 Mineral Point Road
Madison, Wisconsin 53705

This is not a prospectus. This statement of additional information should be read in conjunction with the prospectus for the MEMBERS Mutual Funds, which is referred to herein. The prospectus concisely sets forth information that a prospective investor should know before investing. For a copy of the prospectus, dated February 2000, call 1-800-877-6089 or write MEMBERS Mutual Funds, P.O. Box 8390, Boston, MA 02266-8390.

February 28, 2001

TABLE OF CONTENTS Page

GENERAL INFORMATION.........................................................1

INVESTMENT PRACTICES........................................................1
         Lending Portfolio Securities.......................................1
         Restricted and Illiquid Securities.................................1
         Options on Securities and Securities Indices.......................2
         Futures Contracts and Options on Futures Contracts.................4
         Foreign Transactions...............................................6
         Certain Bond Fund Practices.......................................12
         Lower-Rated Corporate Debt Securities.............................12
         Other Debt Securities.............................................13
         Convertible Securities............................................15
         Repurchase Agreements.............................................15
         Reverse Repurchase Agreements.....................................15
         Government Securities.............................................16
         Forward Commitment and When-Issued Securities.....................16
         Mortgage-Backed and Asset-Backed Securities.......................17
         Other Securities Related to Mortgages.............................17
         Real Estate Investment Trusts.....................................20
         Practices that are Authorized but not Presently Employed..........20
         Types of Investment Risk..........................................21
         Higher-Risk Securities and Practices..............................22

INVESTMENT LIMITATIONS.....................................................26

TEMPORARY DEFENSIVE POSITIONS..............................................27

PORTFOLIO TURNOVER.........................................................27

MANAGEMENT OF THE TRUST....................................................28
         Trustees and Officers.............................................28
         Trustee Compensation..............................................29

SALES LOAD WAIVERS FOR CERTAIN AFFILIATED PERSONS OF THE TRUST.............30

CONTROL PERSONS AND PRINCIPAL HOLDERS OF THE TRUST'S SECURITIES............30

PORTFOLIO MANAGEMENT.......................................................31
         The Management Agreement with MEMBERS Capital Advisors, Inc.......31
         MEMBERS Capital Advisors, Inc.....................................32
         The Management Agreements with Subadvisers........................33
         The Subadviser for the High Income Fund...........................33
         The Subadviser for the Mid-Cap Fund...............................34
         The Subadviser for the Emerging Growth Fund.......................34
         The Subadviser for the International Stock Fund...................34

DISTRIBUTION (12b-1) PLANS AND AGREEMENT...................................35

TRANSFER AGENT.............................................................36

CUSTODIAN..................................................................36

INDEPENDENT AUDITORS.......................................................36

BROKERAGE..................................................................37

HOW SECURITIES ARE OFFERED.................................................38
         Shares of Beneficial Interest.....................................38
         Voting Rights.....................................................39
         Limitation of Shareholder Liability...............................39
         Limitation of Trustee and Officer Liability.......................40
         Limitation of Interseries Liability...............................40

MORE ABOUT PURCHASING AND SELLING SHARES...................................40
         Offering Price....................................................40
         Initial Sales Charge on Class A Shares............................40
         Deferred Sales Charge on Class B Shares...........................42
         Special Redemptions...............................................44

NET ASSET VALUE OF SHARES..................................................44
         Cash Reserves Fund................................................45
         Valuation Procedures..............................................45

ADDITIONAL INVESTOR SERVICES AND PROGRAMS..................................46
         Systematic Investment Program.....................................46
         Systematic Withdrawal Program.....................................47
         Exchange Privilege and Systematic Exchange Program................47
         Reinstatement or Reinvestment Privilege...........................48

DIVIDENDS, DISTRIBUTIONS AND TAXES.........................................48
         Options and Futures Transactions..................................51
         Straddles.........................................................51
         Distributor.......................................................52

CALCULATION OF YIELDS AND TOTAL RETURNS....................................52
         Cash Reserves Fund Yields.........................................52
         Other Fund Yields.................................................54
         Average Annual Total Returns......................................54
         Other Total Returns...............................................55

LEGAL COUNSEL..............................................................55

FINANCIAL STATEMENTS.......................................................55

GENERAL INFORMATION

The MEMBERS Mutual Funds (the "Trust") is an investment company consisting of nine separate investment portfolios or funds (each, a "fund") each of which has a different investment objective(s). Each fund is a diversified, open-end management investment company, commonly known as a mutual fund. The nine funds are: Cash Reserves, Bond, Balanced, High Income, Growth and Income, Capital Appreciation, Mid-Cap, Emerging Growth and International Stock.

The Trust was formed as a business trust under the laws of the State of Delaware on May 21, 1997. As a Delaware business trust, the Trust's operations are governed by its Declaration of Trust dated May 16, 1997 (the "Declaration") and Certificate of Trust, dated May 16, 1997 (the "Certificate"). The Certificate is on file with the Office of the Secretary of State in Delaware. Each shareholder agrees to be bound by the Declaration, as amended from time to time, upon such shareholder's initial purchase of shares of beneficial interest in any one of the funds.

INVESTMENT PRACTICES

MEMBERS Mutual Funds is a diversified open-end management investment company consisting of nine individual investment portfolios or funds, each with its own investment objective and policies. The prospectus describes the investment objective and policies of each of the nine funds. The following information is provided for those investors wishing to have more comprehensive information than that contained in the prospectus.

Lending Portfolio Securities

All funds, except the Cash Reserves Fund, may lend portfolio securities. Such loans will be made only in accordance with guidelines established by the Trustees and on the request of broker-dealers or institutional investors deemed qualified, and only when the borrower agrees to maintain cash or other liquid assets as collateral with the fund equal at all times to at least 100% of the value of the securities. The fund will continue to receive interest or dividends on the securities loaned and will, at the same time, earn an agreed-upon amount of interest on the collateral which will be invested in readily marketable obligations of high quality. The fund will retain the right to call the loaned securities and intends to call loaned voting securities if important shareholder meetings are imminent. Such security loans will not be made if, as a result, the aggregate of such loans exceeds 30% of the value of the fund's assets. The fund may terminate such loans at any time. The primary risk involved in lending securities is that the borrower will fail financially and not return the loaned securities at a time when the collateral is sufficient to replace the full amount of the loaned securities. To mitigate this risk, loans will be made only to firms deemed by the funds' investment adviser, MEMBERS Capital Advisors, Inc. (formerly CIMCO Inc.), to be creditworthy and will not be made unless, in MEMBERS Capital Advisors' judgment, the consideration to be earned from such loans would justify the risk.

Restricted and Illiquid Securities

Each fund may invest in illiquid securities up to the percentage limits described on page 25 (Higher risk securities and practice table). MEMBERS Capital Advisors or the fund's subadviser (collectively referred to herein as the "Investment Adviser") is responsible for determining the value and liquidity of investments held by each fund. Investments may be illiquid because of the absence of a trading market, making it difficult to value them or dispose of them promptly at an acceptable price.

Illiquid investments include most repurchase agreements maturing in more than seven days, currency swaps, time deposits with a notice or demand period of more than seven days, certain over-the-counter option contracts (and assets used to cover such options), participation interests in loans, and restricted securities. A restricted security is one that has a contractual restriction on resale or cannot be resold publicly until it is registered under the Securities Act of 1933 (the "1933 Act").

Each fund may invest in restricted securities. Restricted securities are not, however, considered illiquid if they are eligible for sale to qualified institutional purchasers in reliance upon Rule 144A under the 1933 Act and that are determined to be liquid by the Trust's board of trustees or by the Investment Adviser under board-approved procedures. Such guidelines would take into account trading activity for such securities and the availability of reliable pricing information, among other factors. To the extent that qualified institutional buyers become for a time uninterested in purchasing these restricted securities, a fund's holdings of those securities may become illiquid. Purchases by the International Stock Fund and the High Income Fund of securities of foreign issuers offered and sold outside the U.S., in reliance upon the exemption from registration provided by Regulation S under the 1933 Act, also may be liquid even though they are restricted.

Options on Securities and Securities Indices

Writing Options. All of the funds (except the Cash Reserves Fund) may write
(sell) covered call and put options on any securities in which it may invest. A call option written by a fund obligates such fund to sell specified securities to the holder of the option at a specified price if the option is exercised at any time before the expiration date. All call options written by a fund are covered, which means that such fund will own the securities subject to the option so long as the option is outstanding. A fund's purpose in writing covered call options is to realize greater income than would be realized on portfolio securities transactions alone. However, a fund may forego the opportunity to profit from an increase in the market price of the underlying security.

A put option written by a fund would obligate such fund to purchase specified securities from the option holder at a specified price if the option is exercised at any time before the expiration date. All put options written by a fund would be covered, which means that such fund would have deposited with its custodian cash or liquid high grade debt securities with a value at least equal to the exercise price of the put option. The purpose of writing such options is to generate additional income for the fund. However, in return for the option premium, a fund accepts the risk that it will be required to purchase the underlying securities at a price in excess of the securities' market value at the time of purchase.

In addition, a written call option or put option may be covered by maintaining cash or liquid, high grade debt securities (either of which may be denominated in any currency) in a segregated account with its custodian, by entering into an offsetting forward contract and/or by purchasing an offsetting option which, by virtue of its exercise price or otherwise, reduces a fund's net exposure on its written option position.

The funds (other than the Cash Reserves Fund) may also write and sell covered call and put options on any securities index composed of securities in which it may invest. Options on securities indices are similar to options on securities, except that the exercise of securities index options requires cash payments and does not involve the actual purchase or sale of securities. In addition, securities index options are designed to reflect price fluctuations in a group of securities or segment of the securities market rather than price fluctuations in a single security.

A fund may cover call options on a securities index by owning securities whose price changes are expected to be similar to those of the underlying index, or by having an absolute and immediate right to acquire such securities without additional cash consideration (or for additional cash consideration held in a segregated account by its custodian) upon conversion or exchange of other securities in its portfolio. A fund may cover call and put options on a securities index by maintaining cash or liquid high-grade debt securities with a value equal to the exercise price in a segregated account with its custodian.

A fund may terminate its obligations under an exchange-traded call or put option by purchasing an option identical to the one it has written. Obligations under over-the-counter options may be terminated only by entering into an offsetting transaction with the counterparty to such option. Such purchases are referred to as "closing purchase" transactions.

Purchasing Options. The funds (other than the Cash Reserves Fund) may purchase put and call options on any securities in which it may invest or options on any securities index based on securities in which it may invest. A fund would also be able to enter into closing sale transactions in order to realize gains or minimize losses on options it had purchased.

A fund would normally purchase call options in anticipation of an increase in the market value of securities of the type in which it may invest. The purchase of a call option would entitle a fund, in return for the premium paid, to purchase specified securities at a specified price during the option period. A fund would ordinarily realize a gain if, during the option period, the value of such securities exceeded the sum of the exercise price, the premium paid and transaction costs; otherwise such a fund would realize a loss on the purchase of the call option.

A fund would normally purchase put options in anticipation of a decline in the market value of securities in its portfolio ("protective puts") or in securities in which it may invest. The purchase of a put option would entitle a fund, in exchange for the premium paid, to sell specified securities at a specified price during the option period. The purchase of protective puts is designed to offset or hedge against a decline in the market value of a fund's securities. Put options may also be purchased by a fund for the purpose of affirmatively benefiting from a decline in the price of securities which it does not own. A fund would ordinarily realize a gain if, during the option period, the value of the underlying securities decreased below the exercise price sufficiently to cover the premium and transaction costs; otherwise such a fund would realize no gain or loss on the purchase of the put option. Gains and losses on the purchase of protective put options would tend to be offset by countervailing changes in the value of the underlying portfolio securities.

The fund would purchase put and call options on securities indices for the same purposes as it would purchase options on individual securities.

Yield Curve Options. The Bond, Balanced, and High Income Funds may enter into options on the yield "spread," or yield differential between two securities. Such transactions are referred to as "yield curve" options. In contrast to other types of options, a yield curve option is based on the difference between the yields of designated securities, rather than the prices of the individual securities, and is settled through cash payments. Accordingly, a yield curve option is profitable to the holder if this differential widens (in the case of a call) or narrows (in the case of a put), regardless of whether the yields of the underlying securities increase or decrease.

These three funds may purchase or write yield curve options for the same purposes as other options on securities. For example, the fund may purchase a call option on the yield spread between two securities if it owns one of the securities and anticipates purchasing the other security and wants to hedge against an adverse change in the yield between the two securities. The fund may also purchase or write yield curve options in an effort to increase its current income if, in the judgment of the Investment Adviser, the fund will be able to profit from movements in the spread between the yields of the underlying securities. The trading of yield curve options is subject to all of the risks associated with the trading of other types of options. In addition, however, such options present risk of loss even if the yield of one of the underlying securities remains constant, if the spread moves in a direction or to an extent which was not anticipated.

Yield curve options written by the Bond, Balanced, or High Income Funds will be "covered." A call (or put) option is covered if the fund holds another call (or put) option on the spread between the same two securities and maintains in a segregated account with its custodian cash or liquid, high grade debt securities sufficient to cover the fund's net liability under the two options. Therefore, the fund's liability for such a covered option is generally limited to the difference between the amount of the fund's liability under the option written by the fund less the value of the option held by the fund. Yield curve options may also be covered in such other manner as may be in accordance with the requirements of the counterparty with which the option is traded and applicable laws and regulations. Yield curve options are traded over-the-counter, and because they have been only recently introduced, established trading markets for these options have not yet developed.

Risks Associated with Options Transactions. There is no assurance that a liquid secondary market on an options exchange will exist for any particular exchange-traded option or at any particular time. If a fund is unable to effect a closing purchase transaction with respect to covered options it has written, the fund will not be able to sell the underlying securities or dispose of assets held in a segregated account until the options expire or are exercised. Similarly, if a fund is unable to effect a closing sale transaction with respect to options it has purchased, it will have to exercise the options in order to realize any profit and will incur transaction costs upon the purchase or sale of underlying securities.

Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest in certain options;
(ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities of an exchange or the Options Clearing Corporation may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that exchange (or in that class or series of options) would cease to exist, although outstanding options on that exchange that had been issued by the Options Clearing Corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms.

The funds (other than the Cash Reserves Fund) may purchase and sell both options that are traded on U.S. and foreign exchanges and options traded over-the-counter with broker-dealers who make markets in these options. The ability to terminate over-the-counter options is more limited than with exchange-traded options and may involve the risk that broker-dealers participating in such transactions will not fulfill their obligations. Until such time as the staff of the Securities and Exchange Commission (the "Commission") changes its position, the funds will treat purchased over-the counter options and all assets used to cover written over-the-counter options as illiquid securities, except that with respect to options written with primary dealers in U.S. Government securities pursuant to an agreement requiring a closing purchase transaction at a formula price, the amount of illiquid securities may be calculated with reference to the formula.

Transactions by a fund in options on securities and stock indices will be subject to limitations established by each of the exchanges, boards of trade or other trading facilities governing the maximum number of options in each class which may be written or purchased by a single investor or group of investors acting in concert. Thus, the number of options which a fund may write or purchase may be affected by options written or purchased by other investment advisory clients of the Investment Adviser. An exchange, board of trade or other trading facility may order the liquidations of positions found to be in excess of these limits, and it may impose certain other sanctions.

The writing and purchase of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The successful use of protective puts for hedging purposes depends in part on the Investment Adviser's ability to predict future price fluctuations and the degree of correlation between the options and securities markets.

Futures Contracts and Options on Futures Contracts

The funds (other than the Cash Reserves Fund) may purchase and sell futures contracts and purchase and write options on futures contracts. These funds may purchase and sell futures contracts based on various securities (such as U.S. Government securities), securities indices, foreign currencies and other financial instruments and indices. A fund will engage in futures or related options transactions only for bona fide hedging purposes as defined below or for purposes of seeking to increase total returns to the extent permitted by regulations of the Commodity Futures Trading Commission ("CFTC"). All futures contracts entered into by a fund are traded on U.S. exchanges or boards of trade that are licensed and regulated by the CFTC or on foreign exchanges.

Futures Contracts. A futures contract may generally be described as an agreement between two parties to buy and sell particular financial instruments for an agreed price during a designated month (or to deliver the final cash settlement price, in the case of a contract relating to an index or otherwise not calling for physical delivery at the end of trading in the contract).

When interest rates are rising or securities prices are falling, a fund can seek through the sale of futures contracts to offset a decline in the value of its current portfolio securities. When rates are falling or prices are rising, a fund, through the purchase of futures contracts, can attempt to secure better rates or prices than might later be available in the market when it effects anticipated purchases. Similarly, a fund (other than the Cash Reserves Fund) can sell futures contracts on a specified currency to protect against a decline in the value of such currency and its portfolio securities which are denominated in such currency. These funds can purchase futures contracts on foreign currency to fix the price in U.S. dollars of a security denominated in such currency that such fund has acquired or expects to acquire.

Positions taken in the futures markets are not normally held to maturity, but are instead liquidated through offsetting transactions which may result in a profit or a loss. While a fund's futures contracts on securities or currency will usually be liquidated in this manner, it may instead make or take delivery of the underlying securities or currency whenever it appears economically advantageous for the fund to do so. A clearing corporation (associated with the exchange on which futures on a security or currency are traded) guarantees that, if still open, the sale or purchase will be performed on the settlement date.

Hedging Strategies. Hedging by use of futures contracts seeks to establish more certainly (than would otherwise be possible) the effective price, rate of return or currency exchange rate on portfolio securities or securities that a fund owns or proposes to acquire. A fund may, for example, take a "short" position in the futures market by selling futures contracts in order to hedge against an anticipated rise in interest rates or a decline in market prices or foreign currency rates that would adversely affect the U.S. dollar value of the fund's portfolio securities. Such futures contracts may include contracts for the future delivery of securities held by the fund or securities with characteristics similar to those of a fund's portfolio securities. Similarly, a fund may sell futures contracts on a currency in which its portfolio securities are denominated or in one currency to hedge against fluctuations in the value of securities denominated in a different currency if there is an established historical pattern of correlation between the two currencies.

If, in the opinion of the Investment Adviser, there is a sufficient degree of correlation between price trends for a fund's portfolio securities and futures contracts based on other financial instruments, securities indices or other indices, the fund may also enter into such futures contracts as part of its hedging strategy. Although under some circumstances prices of securities in a fund's portfolio may be more or less volatile than prices of such futures contracts, the Investment Adviser will attempt to estimate the extent of this difference in volatility based on historical patterns and to compensate for it by having the fund enter into a greater or lesser number of futures contracts or by attempting to achieve only a partial hedge against price changes affecting the fund's securities portfolio. When hedging of this character is successful, any depreciation in the value of portfolio securities will substantially be offset by appreciation in the value of the futures position. On the other hand, any unanticipated appreciation in the value of the fund's portfolio securities would be substantially offset by a decline in the value of the futures position.

On other occasions, a fund may take a "long" position by purchasing such futures contracts. This would be done, for example, when a fund anticipates the subsequent purchase of particular securities when it has the necessary cash, but expects the prices or currency exchange rates than available in the applicable market to be less favorable than prices or rates that are currently available.

Options on Futures Contracts. The acquisition of put and call options on futures contracts will give a fund the right (but not the obligation), for a specified price, to sell or to purchase, respectively, the underlying futures contract at any time during the option period. As the purchaser of an option on a futures contract, a fund obtains the benefit of the futures position if prices move in a favorable direction but limits its risk of loss in the event of an unfavorable price movement to the loss of the premium and transaction costs.

The writing of a call option on a futures contract generates a premium which may partially offset a decline in the value of a fund's assets. By writing a call option, a fund becomes obligated, in exchange for the premium, to sell a futures contract which may have a value higher then the exercise price. Conversely, the writing of a put option on a futures contract generates a premium, which may partially offset an increase in the price of securities that the fund intends to purchase. However, a fund becomes obligated to purchase a futures contract, which may have a value lower than the exercise price. Thus, the loss incurred by the fund in writing options on futures is potentially unlimited and may exceed the amount of the premium received. A fund will incur transaction costs in connection with the writing of options on futures.

The holder or writer of an option on a futures contract may terminate its position by selling or purchasing an offsetting option on the same series. There is no guarantee that such closing transactions can be effected. A fund's ability to establish and close out positions on such options will be subject to the development and maintenance of a liquid market.

Other Considerations. Where permitted a fund will engage in futures transactions and in related options transactions only for bona fide hedging or to seek to increase total return to the extent permitted by CFTC regulations. A fund will determine that the price fluctuations in the futures contracts and options on futures used for hedging purposes are substantially related to price fluctuations in securities held by the fund or which it expects to purchase. Except as stated below, each fund's futures transactions will be entered into for traditional hedging purposes, i.e., futures contracts will be used to protect against a decline in the price of securities (or the currency in which they are denominated) that the fund owns, or futures contracts will be purchased to protect the fund against an increase in the price of securities (or the currency in which they are denominated) it intends to purchase. As evidence of this hedging intent, each fund expects that on 75% or more of the occasions on which it takes a long futures or option position (involving the purchase of a futures contract), the fund will have purchased, or will be in the process of purchasing equivalent amounts of related securities (or assets denominated in the related currency) in the cash market at the time when the futures or option position is closed out. However, in particular cases, when it is economically advantageous for a fund to do so, a long futures position may be terminated or an option may expire without the corresponding purchase of securities or other assets.

As an alternative to literal compliance with the bona fide hedging definition, a CFTC regulation permits a fund to elect to comply with a different test, under which the aggregate initial margin and premiums required to establish positions in futures contracts and options on futures for the purpose of seeking to increase total return will not exceed 5 percent of the net asset value of the fund's portfolio, after taking into account unrealized profits and losses on any such positions and excluding the amount by which such options were in-the-money at the time of purchase. As permitted, each fund will engage in transactions in futures contracts and in related options transactions only to the extent such transactions are consistent with the requirements of the Internal Revenue Code of 1986, as amended (the "Code") for maintaining its qualification as a regulated investment company for federal income tax purposes (see "Dividends, Distributions, and Taxes" below).

Transactions in futures contracts and options on futures involve brokerage costs, require margin deposits and, in the case of contracts and options obligating a fund to purchase securities or currencies, require the fund to segregate with its custodian liquid high grade debt securities in an amount equal to the underlying value of such contracts and options.

While transactions in futures contracts and options on futures may reduce certain risks, such transactions themselves entail certain other risks. Thus, unanticipated changes in interest rates, securities prices or currency exchange rates may result in a poorer overall performance for a fund than if it had not entered into any futures contracts or options transactions. In the event of an imperfect correlation between a futures position and portfolio position which is intended to be protected, the desired protection may not be obtained and a fund may be exposed to risk of loss.

Perfect correlation between a fund's futures positions and portfolio positions may be difficult to achieve because no futures contracts based on individual equity securities are currently available. The only futures contracts available to hedge a fund's portfolio are various futures on U.S. Government securities, securities indices and foreign currencies. In addition, it is not possible for a fund to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in foreign currencies because the value of such securities is likely to fluctuate as a result of independent factors not related to currency fluctuations.

Foreign Transactions

Foreign Securities. Each fund may invest in foreign securities (as defined below), although the Cash Reserves Fund is limited to U.S. dollar-denominated foreign money market securities (as defined below). The percentage limitations on each fund's investment on foreign securities is set forth in the prospectus.

Foreign securities means securities that are: (1) issued by companies organized outside the U.S. or whose principal operations are outside the U.S. ("foreign issuers"), (2) issued by foreign governments or their agencies or instrumentalities (also "foreign issuers"), (3) principally traded outside of the U.S., or (4) quoted or denominated in a foreign currency ("non-dollar securities"). Foreign securities include ADRs, EDRs, GDRs, and foreign money market securities.

Foreign securities may offer potential benefits that are not available from investments exclusively in securities of domestic issuers or dollar denominated securities. Such benefits may include the opportunity to invest in foreign issuers that appear to offer better opportunity for long-term capital appreciation or current earnings than investments in domestic issuers, the opportunity to invest in foreign countries with economic policies or business cycles different from those of the U.S. and the opportunity to invest in foreign securities markets that do not necessarily move in a manner parallel to U.S. markets.

Investing in foreign securities involves significant risks that are not typically associated with investing in U.S. dollar denominated securities or in securities of domestic issuers. Such investments may be affected by changes in currency exchange rates, changes in foreign or U.S. laws or restrictions applicable to such investments and in exchange control regulations (e.g., currency blockage). Some foreign stock markets may have substantially less volume than, for example, the New York Stock Exchange and securities of some foreign issuers may be less liquid than securities of comparable domestic issuers. Commissions and dealer mark-ups on transactions in foreign investments may be higher than for similar transactions in the U.S. In addition, clearance and settlement procedures may be different in foreign countries and, in certain markets, on certain occasions, such procedures have been unable to keep pace with the volume of securities transactions, thus making it difficult to conduct such transactions.

Foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to domestic companies. There may be less publicly available information about a foreign issuer than about a domestic one. In addition, there is generally less government regulation of stock exchanges, brokers, and listed and unlisted issuers in foreign countries than in the U.S. Furthermore, with respect to certain foreign countries, there is a possibility of expropriation or confiscatory taxation, imposition of withholding taxes on dividend or interest payments, limitations on the removal of funds or other assets of the fund making the investment, or political or social instability or diplomatic developments which could affect investments in those countries.

Investments in short-term debt obligations issued either by foreign issuers or foreign financial institutions or by foreign branches of U.S. financial institutions (collectively, "foreign money market securities") present many of the same risks as other foreign investments. In addition, foreign money market securities present interest rate risks similar to those attendant to an investment in domestic money market securities.

Investments in ADRs, EDRs and GDRs. Many securities of foreign issuers are represented by American depository receipts ("ADRs"), European depository receipts ("EDRs") and global depository receipts ("GDRs"). Each of the funds may invest in ADRs, and each of the funds other than the Cash Reserves Fund may invest in GDRs and EDRs.

ADRs are receipts typically issued by a U.S. financial institution or trust company which represent the right to receive securities of foreign issuers deposited in a domestic bank or a foreign correspondent bank. Prices of ADRs are quoted in U.S. dollars, and ADRs are traded in the U.S. on exchanges or over-the-counter and are sponsored and issued by domestic banks. In general, there is a large, liquid market in the U.S. for ADRs quoted on a national securities exchange or the NASD's national market system. The information available for ADRs is subject to the accounting, auditing and financial reporting standards of the domestic market or exchange on which they are traded, which standards are more uniform and more exacting than those to which many foreign issuers may be subject.

EDRs and GDRs are receipts evidencing an arrangement with a non-U.S. bank similar to that for ADRs and are designed for use in non-U.S. securities markets. EDRs are typically issued in bearer form and are designed for trading in the European markets. GDRs, issued either in bearer or registered form, are designed for trading on a global basis. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.

Depository receipts do not eliminate all the risk inherent in investing in the securities of foreign issuers. To the extent that a fund acquires depository receipts through banks which do not have a contractual relationship with the foreign issuer of the security underlying the receipt to issue and service such depository receipts, there may be an increased possibility that the fund would not become aware of and be able to respond to corporate actions such as stock splits or rights offerings involving the foreign issuer in a timely manner. The market value of depository receipts is dependent upon the market value of the underlying securities and fluctuations in the relative value of the currencies in which the receipts and the underlying are quoted. In addition, the lack of information may result in inefficiencies in the valuation of such instruments. However, by investing in depository receipts rather than directly in the stock of foreign issuers, a fund will avoid currency risks during the settlement period for either purchases or sales.

Investments in Emerging Markets. The High Income, Emerging Growth and International Stock Funds may invest in securities of issuers located in countries with emerging economies and/or securities markets. These countries are located in the Asia Pacific region, Eastern Europe, Central and South America and Africa. Political and economic structures in many of these countries may be undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristic of more developed countries. Certain of these countries may have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. As a result, the risks of foreign investment generally, including the risks of nationalization or expropriation of assets, may be heightened. In addition, unanticipated political or social developments may affect the values of a fund's investments in those countries and the availability to the fund of additional investments in those countries.

The small size and inexperience of the securities markets in certain of these countries and the limited volume of trading in securities in those countries may also make the High Income, Emerging Growth and International Stock Funds' investments in such countries illiquid and more volatile than investments in Japan or most Western European countries, and these funds may be required to establish special custody or other arrangements before making certain investments in those countries. There may be little financial or accounting information available with respect to issuers located in certain of such countries, and it may be difficult as a result to assess the value or prospects of an investment in such issuers.

A fund's purchase or sale of portfolio securities in certain emerging markets may be constrained by limitations as to daily changes in the prices of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings of foreign investors. Such limitations may be computed based on aggregate trading volume by or holdings of a fund, MEMBERS Capital Advisors and its affiliates, a subadviser and its affiliates, and each such person's respective clients and other service providers. A fund may not be able to sell securities in circumstances where price, trading or settlement volume limitations have been reached.

Foreign investment in certain emerging securities markets is restricted or controlled to varying degrees that may limit investment in such countries or increase the administrative cost of such investments. For example, certain Asian countries require government approval prior to investments by foreign persons or limit investment by foreign persons to a specified percentage of an issuer's outstanding securities or a specific class of securities which may have less advantageous terms (including price) than securities of such company available for purchase by nationals. In addition, certain countries may restrict or prohibit investment opportunities in issuers or industries important to national interests. Such restrictions may affect the market price, liquidity and rights of securities that may be purchased by a fund.

Settlement procedures in emerging markets are frequently less developed and reliable than those in the U.S. and may involve a fund's delivery of securities before receipt of payment for their sale. In addition, significant delays are common in certain markets in registering the transfer of securities. Settlement or registration problems may make it more difficult for a fund to value its portfolio assets and could cause a fund to miss attractive investment opportunities, to have its assets uninvested or to incur losses due to the failure of a counterparty to pay for securities that the fund has delivered or due to the fund's inability to complete its contractual obligations.

Currently, there is no market or only a limited market for many management techniques and instruments with respect to the currencies and securities markets of emerging market countries. Consequently, there can be no assurance that suitable instruments for hedging currency and market related risks will be available at the times when the Investment Adviser of the fund wishes to use them.

Foreign Currency Transactions Generally. Because investment in foreign issuers will usually involve currencies of foreign countries, and because the High Income, Emerging Growth, and International Stock Funds may have currency exposure independent of their securities positions, the value of the assets of these funds, as measured in U.S. dollars, will be affected by changes in foreign currency exchange rates.

An issuer of securities purchased by a fund may be domiciled in a country other than the country in whose currency the instrument is denominated or quoted. The High Income, Emerging Growth, and International Stock Funds may also invest in securities quoted or denominated in the European Currency Unit ("ECU"), which is a "basket" consisting of specified amounts of the currencies of certain of the twelve member states of the European Economic Community. The specific amounts of currencies comprising the ECU may be adjusted by the Council of Ministers of the European Economic Community from time to time to reflect changes in relative values of the underlying currencies. In addition, these two funds may invest in securities quoted or denominated in other currency "baskets."

Currency exchange rates may fluctuate significantly over short periods of time causing, along with other factors, a fund's NAV to fluctuate as well. They generally are determined by the forces of supply and demand in the foreign exchange markets and the relative merits of investments in different countries, actual or anticipated changes in interest rates and other complex factors, as seen from an international perspective. Currency exchange rates also can be affected unpredictably by intervention by U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments in the U.S. or abroad. The market in forward foreign currency exchange contracts, currency swaps and other privately negotiated currency instruments offers less protection against defaults by the other party to such instruments than is available for currency instruments traded on an exchange. To the extent that a substantial portion of a fund's total assets, adjusted to reflect the fund's net position after giving effect to currency transactions, is denominated or quoted in the currencies of foreign countries, the fund will be more susceptible to the risk of adverse economic and political developments within those countries.

In addition to investing in securities denominated or quoted in a foreign currency, certain of the funds may engage in a variety of foreign currency management techniques. These funds may hold foreign currency received in connection with investments in foreign securities when, in the judgment of the fund's Investment Adviser, it would be beneficial to convert such currency into U.S. dollars at a later date, based on anticipated changes in the relevant exchange rate. The funds will incur costs in connection with conversions between various currencies.

Forward Foreign Currency Exchange Contracts. The High Income, Emerging Growth and International Stock Funds may each purchase or sell forward foreign currency exchange contracts for defensive or hedging purposes when the fund's Investment Adviser anticipates that the foreign currency will appreciate or depreciate in value, but securities denominated or quoted in that currency do not present attractive investment opportunities and are not held in the fund's portfolio. In addition, these two funds may enter into forward foreign currency exchange contracts in order to protect against anticipated changes in future foreign currency exchange rates and may engage in cross-hedging by using forward contracts in a currency different from that in which the hedged security is denominated or quoted if the fund's Investment Adviser determines that there is a pattern of correlation between the two currencies.

These two funds may enter into contracts to purchase foreign currencies to protect against an anticipated rise in the U.S. dollar price of securities it intends to purchase. They may enter into contracts to sell foreign currencies to protect against the decline in value of its foreign currency denominated or quoted portfolio securities, or a decline in the value of anticipated dividends from such securities, due to a decline in the value of foreign currencies against the U.S. dollar. Contracts to sell foreign currency could limit any potential gain which might be realized by a fund if the value of the hedged currency increased.

If a fund enters into a forward foreign currency exchange contract to buy foreign currency for any purpose, the fund will be required to place cash or liquid high grade debt securities in a segregated account with the fund's custodian in an amount equal to the value of the fund's total assets committed to the consummation of the forward contract. If the value of the securities placed in the segregated account declines, additional cash or securities will be placed in the segregated account so that the value of the account will equal the amount of the fund's commitment with respect to the contract.

Forward contracts are subject to the risk that the counterparty to such contract will default on its obligations. Since a forward foreign currency exchange contract is not guaranteed by an exchange or clearinghouse, a default on the contract would deprive a fund of unrealized profits, transaction costs or the benefits of a currency hedge or force the fund to cover its purchase or sale commitments, if any, at the current market price. A fund will not enter into such transactions unless the credit quality of the unsecured senior debt or the claims-paying ability of the counterparty is considered to be investment grade by the fund's Investment Adviser.

Options on Foreign Currencies. The High Income, Emerging Growth and International Stock Funds may also purchase and sell (write) put and call options on foreign currencies for the purpose of protecting against declines in the U.S. dollar value of foreign portfolio securities and anticipated dividends on such securities and against increases in the U.S. dollar cost of foreign securities to be acquired. These funds may use options on currency to cross-hedge, which involves writing or purchasing options on one currency to hedge against changes in exchange rates for a different currency, if there is a pattern of correlation between the two currencies. As with other kinds of option transactions, however, the writing of an option on foreign currency will constitute only a partial hedge, up to the amount of the premium received. A fund could be required to purchase or sell foreign currencies at disadvantageous exchange rates, thereby incurring losses. The purchase of an option on foreign currency may constitute an effective hedge against exchange rate fluctuations; however, in the event of exchange rate movements adverse to a fund's position, the fund may forfeit the entire amount of the premium plus related transaction costs. In addition, these funds may purchase call or put options on currency to seek to increase total return when the fund's Investment Adviser anticipates that the currency will appreciate or depreciate in value, but the securities quoted or denominated in that currency do not present attractive investment opportunities and are not held in the fund's portfolio. When purchased or sold to increase total return, options on currencies are considered speculative. Options on foreign currencies to be written or purchased by these funds will be traded on U.S. and foreign exchanges or over-the-counter. See "Stock Index Futures and Related Options" above for a discussion of the liquidity risks associated with options transactions.

Special Risks Associated With Options on Currency. An exchange traded options position may be closed out only on an options exchange which provides a secondary market for an option of the same series. Although a fund will generally purchase or write only those options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange will exist for any particular option, or at any particular time. For some options no secondary market on an exchange may exist. In such event, it might not be possible to effect closing transactions in particular options, with the result that a fund would have to exercise its options in order to realize any profit and would incur transaction costs upon the sale of underlying securities pursuant to the exercise of put options. If a fund as a covered call option writer is unable to effect a closing purchase transaction in a secondary market, it will not be able to see the underlying currency (or security quoted or denominated in that currency) until the option expires or it delivers the underlying currency upon exercise.

There is no assurance that higher than anticipated trading activity or other unforeseen events might not, at times, render certain of the facilities of the Options Clearing Corporation inadequate, and thereby result in the institution by an exchange of special procedures which may interfere with the timely execution of customers' orders.

The High Income Fund and International Stock Fund may each purchase and write over-the-counter options to the extent consistent with its limitation on investments in restricted securities. See the "Higher Risk Securities and Practices" chart for each fund's limitations on investments in restricted securities. Trading in over-the-counter options is subject to the risk that the other party will be unable or unwilling to close-out options purchased or written by the fund.

The amount of the premiums which a fund may pay or receive may be adversely affected as new or existing institutions, including other investment companies, engage in or increase their option purchasing and writing activities.

Interest Rate Swaps, Currency Swaps and Interest Rate Caps, Floors and Collars. The High Income Fund and International Stock Fund may each enter into interest rate and currency swaps for hedging purposes and to seek to increase total return. The High Income Fund may also enter into special interest rate swap arrangements such as caps, floors and collars for both hedging purposes and to seek to increase total return. The High Income Fund typically uses interest rate swaps to shorten the effective duration of its portfolio. Interest rate swaps involve the exchange by the High Income Fund with another party of their respective commitments to pay or receive interest, such as an exchange of fixed rate payments for floating rate payments. Currency swaps involve the exchange by the funds with another party of their respective rights to make or receive payments in specified currencies. The purchase of an interest rate cap entitles the purchaser to receive from the seller of the cap payments of interest on a notional amount equal to the amount by which a specified index exceeds a stated interest rate. The purchase of an interest rate floor entitles the purchaser to receive from the seller of the floor payments of interest on a notional amount equal to the amount by which a specified index falls below a stated interest rate. An interest rate collar is the combination of a cap and a floor that preserves a certain return within a stated range of interest rates. Since interest rate swaps, currency swaps and interest rate caps, floors and collars are individually negotiated, these two funds expect to achieve an acceptable degree of correlation between their portfolio investments and their interest rate or currency swap positions entered into for hedging purposes.

The High Income Fund only enters into interest rate swaps on a net basis, which means the two payment streams are netted out, with the fund receiving or paying, as the case may be, only the net amount of the two payments. Interest rate swaps do not involve the delivery of securities, or underlying assets or principal. Accordingly, the risk of loss with respect to interest rate swaps is limited to the net amount of interest payments that the fund is contractually obligated to make. If the other party to an interest rate swap defaults, the fund's risk of loss consists of the net amount of interest payments that the fund is contractually entitled to receive. In contrast, currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency. Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. The Trust maintains in a segregated account with its custodian, cash or liquid securities equal to the net amount, if any, of the excess of each fund's obligations over its entitlements with respect to swap transactions. Neither fund enters into swap transactions unless the unsecured commercial paper, senior debt or claims paying ability of the other party is considered investment grade by such fund's Investment Adviser.

The use of interest rate and currency swaps (including caps, floors and collars) is a highly specialized activity which involves investment techniques and risks different from those associated with traditional portfolio securities activities. If the fund's Investment Adviser is incorrect in its forecasts of market values, interest rates and currency exchange rates, the investment performance of the High Income Fund or International Stock Fund would be less favorable than it would have been if this investment technique were not used.

Inasmuch as swaps are entered into for good faith hedging purposes or are offset by a segregated account as described below, neither fund's Investment Adviser believe that swaps constitute senior securities as defined in the Act and, accordingly, will not treat swaps as being subject to such fund's borrowing restrictions. An amount of cash or liquid, high grade debt securities having an aggregate net asset value at least equal to the entire amount of the payment stream payable by the fund will be maintained in a sewed account by the fund's custodian. A fund will not enter into any interest rate swap (including caps, floors and collars) or currency swap unless the credit quality of the unsecured senior debt or the claim paying ability of the other party thereto is considered to be investment grade by the fund's Investment Adviser. If there is a default by the other party to such a transaction, the fund will have contractual remedies pursuant to the agreement, related to the transaction. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid comparison with the markets for other similar instruments which are traded in the interbank market. Nevertheless, the staff of the Commission takes the position that currency swaps are illiquid investments subject to these funds' 15% limitation on such investments.

Certain Bond Fund Practices

The Bond, High Income and Balanced Funds (collectively, the "Bond Funds") invest a significant portion of their assets in debt securities. As stated in the prospectus, the Bond Fund and Balanced Fund will emphasize investment grade, primarily intermediate term securities. If an investment grade security is downgraded by the rating agencies or otherwise falls below the investment quality standards stated in the prospectus, management will retain that instrument only if management believes it is in the best interest of the fund. Management does not currently intend to invest more than ten percent (10%) of the total assets of either the Bond Fund or Balanced Fund in corporate debt securities which are not in the four highest ratings by Standard & Poor's Rating Group ("Standard & Poor's") or by Moody's Investors Service, Inc. ("Moody's") ("non-investment grade" or "junk" securities), but, on occasion, each fund may do so. The High Income Fund may invest all of its assets in non-investment grade securities. See "Non-Investment Grade Securities" below for a description of these securities and their attendant risks and "Ratings" below for a description of the rating categories.

All three Bond Funds may also invest in debt options, interest rate futures contracts, and options on interest rate futures contracts, and may utilize interest rate futures and options to manage the risk of fluctuating interest rates. These instruments will be used to control risk or obtain additional income and not with a view toward speculation. The Bond Fund and Balanced Fund will invest only in futures and options which are traded on U.S. exchanges or boards of trade. The High Income Fund may invest in non-U.S. futures and options.

In the debt securities market, purchases of some issues are occasionally made under firm (forward) commitment agreements. Purchases of securities under such agreements can involve risk of loss due to changes in the market rate of interest between the commitment date and the settlement date. As a matter of operating policy, no Bond Fund will commit itself to forward commitment agreements in an amount in excess of 25% of total assets and will not engage in such agreements for leveraging purposes. For purposes of this limitation, forward commitment agreements are defined as those agreements involving more than five business days between the commitment date and the settlement date.

Lower-Rated Corporate Debt Securities

As described in the prospectus, each fund, other than the Cash Reserves Fund, may make certain investments including corporate debt obligations that are unrated or rated in the lower rating categories (i.e., ratings of BB or lower by Standard & Poor's or Ba or lower by Moody's). Bonds rated BB or Ba or below by Standard & Poor's or Moody's (or comparable unrated securities) are commonly referred to as "lower-rated" securities or as "junk bonds" and are considered speculative and may be questionable as to principal and interest payments. In some cases, such bonds may be highly speculative, have poor prospects for reaching investment standing and be in default. As a result, investment in such bonds will entail greater speculative risks than those associated with investment in investment-grade bonds (i.e., bonds rated AAA, AA, A or BBB by Standard & Poor's or Aaa, Aa, A or Baa by Moody's). (See "Ratings" below for a description of the rating categories.)

An economic downturn could severely affect the ability of highly leveraged issuers of junk bonds to service their debt obligations or to repay their obligations upon maturity. Factors having an adverse impact on the market value of lower rated securities will have an adverse effect on a fund's net asset value to the extent it invests in such securities. In addition, a fund may incur additional expenses to the extent it is required to seek recovery upon a default in payment of principal or interest on its portfolio holdings.

The secondary market for junk bond securities, which is concentrated in relatively few market makers, may not be as liquid as the secondary market for more highly rated securities, a factor which may have an adverse effect on a fund's ability to dispose of a particular security when necessary to meet its liquidity needs. Under adverse market or economic conditions, the secondary market for junk bond securities could contract further, independent of any specific adverse changes in the condition of a particular issuer. As a result, the Investment Adviser could find it more difficult to sell these securities or may be able to sell the securities only at prices lower than if such securities were widely traded. Prices realized upon the sale of such lower rated or unrated securities, under these circumstances, may be less than the prices used in calculating a fund's net asset value.

Since investors generally perceive that there are greater risks associated with lower-rated debt securities, the yields and prices of such securities may tend to fluctuate more than those for higher rated securities. In the lower quality segments of the fixed-income securities market, changes in perceptions of issuers' creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in higher quality segments of the fixed-income securities market resulting in greater yield and price volatility.

Another factor which causes fluctuations in the prices of fixed-income securities is the supply and demand for similarly rated securities. In addition, the prices of fixed-income securities fluctuate in response to the general level of interest rates. Fluctuations in the prices of portfolio securities subsequent to their acquisition will not affect cash income from such securities but will be reflected in a fund's net asset value.

Lower-rated (and comparable non-rated) securities tend to offer higher yields than higher-rated securities with the same maturities because the historical financial condition of the issuers of such securities may not have been as strong as that of other issuers. Since lower rated securities generally involve greater risks of loss of income and principal than higher-rated securities, investors should consider carefully the relative risks associated with investment in securities which carry lower ratings and in comparable non-rated securities. In addition to the risk of default, there are the related costs of recovery on defaulted issues. The Investment Adviser will attempt to reduce these risks through diversification of these funds' portfolios and by analysis of each issuer and its ability to make timely payments of income and principal, as well as broad economic trends in corporate developments.

Other Debt Securities

U.S. Government Securities. All of the funds may purchase U.S. Government Securities. U.S. Government Securities are obligations issued or guaranteed by the U.S. Government, its agencies, authorities or instrumentalities. Some U.S. Government Securities, such as Treasury bills, notes and bonds, which differ only in their interest rates, maturities and times of issuance, are supported by the full faith and credit of the United States. Others, such as obligations issued or guaranteed by U.S. Government agencies, authorities or instrumentalities are supported either by (a) the full faith and credit of the U.S. Government (such as securities of the Small Business Administration), (b) the right of the issuer to borrow from the Treasury (such as securities of the Federal Home Loan Banks), (c) the discretionary authority of the U.S. Government to purchase the agency's obligations (such as securities of the Federal National Mortgage Association), or (d) only the credit of the issuer. No assurance can be given that the U.S. Government will provide financial support to U.S. Government agencies, authorities or instrumentalities in the future. U.S. Government Securities may also include zero coupon bonds.

Each fund may also invest in separately traded principal and interest components of securities guaranteed or issued by the U.S. Treasury if such components are traded independently under the Separate Trading of Registered Interest and Principal of Securities program ("STRIPS").

Custody Receipts. All of the funds may also acquire securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies, authorities or instrumentalities in the form of custody receipts. Such receipts evidence ownership of future interest payments, principal payments or both on certain notes or bonds issued by the U.S. Government, its agencies, authorities or instrumentalities. For certain securities law purposes, custody receipts are not considered obligations of the U.S. Government.

Zero Coupon, Deferred Interest, Pay-in-Kind and Capital Appreciation Bonds. The High Income and Emerging Growth Funds may invest in zero coupon bonds as well as in deferred interest, pay-in-kind and capital appreciation bonds. Zero coupon, deferred interest, pay-in-kind and capital appreciation bonds are debt obligations which are issued at a significant discount from face value. The original discount approximates the total amount of interest the bonds will accrue and compound over the period until maturity or the first interest accrual date at a rate of interest reflecting the market rate of the security at the time of issuance.

Zero coupon bonds are debt obligations that do not entitle the holder to any periodic payments of interest prior to maturity or provide for a specified cash payment date when the bonds begin paying current interest. As a result, zero coupon bonds are generally issued and traded at a significant discount from their face value. The discount approximates the present value amount of interest the bonds would have accrued and compounded over the period until matured.

Zero coupon bonds benefit the issuer by mitigating its initial need for cash to meet debt service, but generally provide a higher rate of return to compensate investors for the deferment of cash interest or principal payments. Such securities are often issued by companies that may not have the capacity to pay current interest and so may be considered to have more risk than current interest-bearing securities. In addition, the market price of zero coupon bonds generally is more volatile than the market prices of securities that provide for the periodic payment of interest. The market prices of zero coupon bonds are likely to fluctuate more in response to changes in interest rates than those of interest-bearing securities having similar maturities and credit quality.

Zero coupon bonds carry the additional risk that, unlike securities that provide for the periodic payment of interest to maturity, the High Income Fund will realize no cash until a specified future payment date unless a portion of such securities is sold. If the issuer of such securities defaults, the fund may obtain no return at all on their investment. In addition, the fund's investment in zero coupon bonds may require it to sell certain of its portfolio securities to generate sufficient cash to satisfy certain income distribution requirements. See "Taxation" below.

While zero coupon bonds do not require the periodic payment of interest, deferred interest bonds generally provide for a period of delay before the regular payment of interest begins. Although this period of delay is different for each deferred interest bond, a typical period is approximately one-third of the bond's terms to maturity. Pay-in-kind securities are securities that have interest payable by the delivery of additional securities. Such investments benefit the issuer by mitigating its initial need for cash to meet debt service, but some also provide a higher rate of return to attract investors who are willing to defer receipt of such cash. Such investments experience greater volatility in market value due to changes in interest rates than debt obligations which provide for regular payments of interest. The fund will accrue income on such investments for tax and accounting purposes, as required, which is distributable to shareholders and which, because no cash is received at the time of accrual, may require the liquidation of other portfolio securities to satisfy the fund's distribution obligations.

Foreign Government Securities. All of the funds may invest in debt obligations of foreign governments and governmental agencies, including those of emerging countries. Investment in sovereign debt obligations involves special risks not present in debt obligations of corporate issuers. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt, and the funds may have limited recourse in the event of a default. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt, and in turn the fund's net asset value, to a greater extent than the volatility inherent in debt obligations of U.S. issuers. A sovereign debtor's willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor's policy toward principal international lenders and the political constraints to which a sovereign debtor may be subject.

Structured Securities. The High Income Fund may invest in structured securities. The value of the principal of and/or interest on such securities is determined by reference to changes in the value of specific currencies, interest rates, commodities, indices or other financial indicators (the "Reference") or the relative change in two or more References. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. The terms of the structured securities may provide that in certain circumstances no principal is due at maturity and, therefore, may result in the loss of the fund's investment. Structured securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or decrease in the interest rate or value of the security at maturity. In addition, changes in interest rates or the value of the security at maturity may be a multiple of changes in the value of the Reference. Consequently, structured securities may entail a greater degree of market risk than other types of fixed-income securities. Structured securities may also be more volatile, less liquid and more difficult to accurately price than less complex fixed-income investments.

Convertible Securities

The Balanced, High Income, Growth and Income, Capital Appreciation, Mid-Cap, Emerging Growth and International Stock Funds may each invest in convertible securities. Convertible securities may include corporate notes or preferred stock but are ordinarily a long-term debt obligation of the issuer convertible at a stated conversion rate into common stock of the issuer. As with all debt and income-bearing securities, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. However, when the market price of the common stock underlying a convertible security exceeds the conversion price, the price of the convertible security tends to reflect the value of the underlying common stock. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis, and thus may not decline in price to the same extent as the underlying common stock. Convertible securities rank senior to common stocks in an issuer's capital structure and are consequently of higher quality and entail less risk than the issuer's common stock. In evaluating a convertible security, the fund's Investment Adviser gives primary emphasis to the attractiveness of the underlying common stock. The convertible securities in which the High Income Fund invests are not subject to any minimum rating criteria. The convertible debt securities in which the other funds may invest are subject to the same rating criteria as that fund's investments in non-convertible debt securities. Convertible debt securities, the market yields of which are substantially below prevailing yields on non-convertible debt securities of comparable quality and maturity, are treated as equity securities for the purposes of a fund's investment policies or restrictions.

Repurchase Agreements

Each fund may enter into repurchase agreements. In a repurchase agreement, a security is purchased for a relatively short period (usually not more than 7 days) subject to the obligation to sell it back to the seller at a fixed time and price plus accrued interest. The funds will enter into repurchase agreements only with member banks of the Federal Reserve System and with "primary dealers" in U.S. Government securities. The Investment Adviser will continuously monitor the creditworthiness of the parties with whom the funds enter into repurchase agreements.

The Trust has established a procedure providing that the securities serving as collateral for each repurchase agreement must be delivered to the Trust's custodian either physically or in book-entry form and that the collateral must be marked to market daily to ensure that each repurchase agreement is fully collateralized at all times. In the event of bankruptcy or other default by a seller of a repurchase agreement, a fund could experience delays in liquidating the underlying securities during the period in which the fund seeks to enforce its rights thereto, possible subnormal levels of income, declines in value of the underlying securities or lack of access to income during this period and the expense of enforcing its rights.

Reverse Repurchase Agreements

Each fund may also enter into reverse repurchase agreements which involve the sale of U.S. Government securities held in its portfolio to a bank with an agreement that the fund will buy back the securities at a fixed future date at a fixed price plus an agreed amount of "interest" which may be reflected in the repurchase price. Reverse repurchase agreements are considered to be borrowings by the fund entering into them. Reverse repurchase agreements involve the risk that the market value of securities purchased by the fund with proceeds of the transaction may decline below the repurchase price of the securities sold by the fund which it is obligated to repurchase. A fund that has entered into a reverse repurchase agreement will also continue to be subject to the risk of a decline in the market value of the securities sold under the agreements because it will reacquire those securities upon effecting their repurchase. To minimize various risks associated with reverse repurchase agreements, each fund will establish and maintain with the Trust's custodian a separate account consisting of liquid securities, of any type or maturity, in an amount at least equal to the repurchase prices of the securities (plus any accrued interest thereon) under such agreements. No fund will enter into reverse repurchase agreements and other borrowings (except from banks as a temporary measure for extraordinary emergency purposes) in amounts in excess of 30% of the fund's total assets (including the amount borrowed) taken at market value. No fund will use leverage to attempt to increase income. No fund will purchase securities while outstanding borrowings exceed 5% of the fund's total assets. Each fund will enter into reverse repurchase agreements only with federally insured banks which are approved in advance as being creditworthy by the Trustees. Under procedures established by the Trustees, the Investment Adviser will monitor the creditworthiness of the banks involved.

Government Securities

Certain U.S. Government securities, including U.S. Treasury bills, notes and bonds, and Government National Mortgage Association certificates ("Ginnie Maes"), are supported by the full faith and credit of the U.S. Certain other U.S. Government securities, issued or guaranteed by Federal agencies or government sponsored enterprises, are not supported by the full faith and credit of the U.S., but may be supported by the right of the issuer to borrow from the U.S. Treasury. These securities include obligations of the Federal Home Loan Mortgage Corporation ("Freddie Macs"), and obligations supported by the credit of the instrumentality, such as Federal National Mortgage Association Bonds ("Fannie Maes"). No assurance can be given that the U.S. Government will provide financial support to such Federal agencies, authorities, instrumentalities and government sponsored enterprises in the future.

Ginnie Maes, Freddie Macs and Fannie Maes are mortgage-backed securities which provide monthly payments which are, in effect, a "pass-through" of the monthly interest and principal payments (including any prepayments) made by individual borrowers on the pooled mortgage loans. Collateralized mortgage obligations ("CMOs") in which the fund may invest are securities issued by a corporation or a U.S. Government instrumentality that are collateralized by a portfolio of mortgages or mortgage-backed securities. Mortgage-backed securities may be less effective than traditional debt obligations of similar maturity at maintaining yields during periods of declining interest rates. (See "Mortgage-Backed and Asset-Backed Securities.")

Forward Commitment and When-Issued Securities

Each fund may purchase securities on a when-issued or forward commitment basis. "When-issued" refers to securities whose terms are available and for which a market exists, but which have not been issued. Each fund will engage in when-issued transactions with respect to securities purchased for its portfolio in order to obtain what is considered to be an advantageous price and yield at the time of the transaction. For when-issued transactions, no payment is made until delivery is due, often a month or more after the purchase. In a forward commitment transaction, a fund contracts to purchase securities for a fixed price at a future date beyond customary settlement time.

When a fund engages in forward commitment and when-issued transactions, it relies on the seller to consummate the transaction. The failure of the issuer or seller to consummate the transaction may result in the fund's losing the opportunity to obtain a price and yield considered to be advantageous. The purchase of securities on a when-issued or forward commitment basis also involves a risk of loss if the value of the security to be purchased declines prior to the settlement date.

On the date a fund enters into an agreement to purchase securities on a when-issued or forward commitment basis, the fund will segregate in a separate account cash or liquid securities, of any type or maturity, equal in value to the fund's commitment. These assets will be valued daily at market, and additional cash or securities will be segregated in a separate account to the extent that the total value of the assets in the account declines below the amount of the when-issued commitments. Alternatively, a fund may enter into offsetting contracts for the forward sale of other securities that it owns.

Mortgage-Backed and Asset-Backed Securities

The Bond, Balanced, High Income and Growth and Income Funds may invest in mortgage-backed securities, which represent direct or indirect participation in, or are collateralized by and payable from, mortgage loans secured by real property. These funds may also invest in asset-backed securities, which represent participation in, or are secured by and payable from, assets such as motor vehicle installment sales, installment loan contracts, leases of various types of real and personal property, receivables from revolving credit (i.e., credit card) agreements and other categories of receivables. Such assets are securitized though the use of trusts and special purpose corporations. Payments or distributions of principal and interest may be guaranteed up to certain amounts and for a certain time period by a letter of credit or a pool insurance policy issued by a credit union or other financial institution unaffiliated with the Trust, or other credit enhancements may be present.

Mortgage-backed and asset-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. A fund's ability to maintain positions in such securities will be affected by reductions in the principal amount of such securities resulting from prepayments, and its ability to reinvest the returns of principal at comparable yields is subject to generally prevailing interest rates at that time. To the extent that a fund invests in mortgage-backed and asset-backed securities, the values of its portfolio securities will vary with changes in market interest rates generally and the differentials in yields among various kinds of U.S. Government securities and other mortgage-backed and asset-backed securities.

Asset-backed securities present certain additional risks that are not presented by mortgage backed securities because asset-backed securities generally do not have the benefit of a security interest in collateral that is comparable to mortgage assets. Credit card receivables are generally unsecured and the debtors on such receivables are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set-off certain amounts owed on the credit cards, thereby reducing the balance due. Automobile receivables generally are secured, but by automobiles rather than residential real property. Most issuers of automobile receivables permit the loan servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would secure an interest superior to that of the holders of the asset-backed securities. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in the underlying automobiles. Therefore, there is the possibility that, in some cases, recoveries on repossessed collateral may not be available to support payments on these securities.

The Cash Reserves Fund and Bond Fund may invest in mortgage-backed and asset-backed securities that represent mortgage, commercial or consumer loans originated by credit unions or other financial institutions. To the extent permitted by law and available in the market, such investments may constitute a significant portion of each fund's investments. Subject to the appropriate regulatory approvals, the Cash Reserves Fund and Bond Fund may purchase securities issued by pools that are structured, serviced, or otherwise supported by MEMBERS Capital Advisors or its affiliates.

Other Securities Related to Mortgages

Mortgage Pass-Through Securities. The High Income Fund may invest in mortgage pass-through securities. Mortgage pass-through securities are securities representing interests in "pools" of mortgage loans. Monthly payments of interest and principal by the individual borrowers on mortgages are passed through to the holders of the securities (net of fees paid to the issue or guarantor of the securities) as the mortgages in the underlying mortgage pools are paid off. The average lives of mortgage pass-through securities are variable when issued because their average lives depend on prepayment rates. The average life of these securities is likely to be substantially shorter than their stated final maturity as a result of unscheduled principal prepayment. Prepayments on underlying mortgages result in a loss of anticipated interest, and all or part of a premium if any has been paid, and the actual yield (or total return) to the holder of a pass-through security may be different than the quoted yield on such security. Mortgage prepayments generally increase with falling interest rates and decrease with rising interest rates. Like other fixed income securities, when interest rates rise the value of a mortgage pass-though security generally will decline; however, when interest rates are declining, the value of mortgage pass-through securities with prepayment features may not increase as much as that of other fixed income securities.

Interests in pools or mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment which consists of both interest and principal payments. In effect, these payments are a "pass-through" of the monthly payments made by the individual borrowers on their mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by prepayments of principal resulting from the sale, refinancing or foreclosure of the underlying property, net of fees or costs which may be incurred. Some mortgage pass-through securities (such as securities issued by the Government National Mortgage Association ("GNMA"), are described as "modified pass-through." These securities entitle the holder to receive all interests and principal payments owned on the mortgages in the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether the mortgagor actually makes the payment.

The principal governmental guarantor of mortgage pass-through securities is GNMA. GNMA is a wholly owned U.S. Government corporation within the Department of Housing and Urban Development. GNMA is authorized to guarantee, with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by institutions approved by GNMA (such as savings and loan institutions, commercial banks and mortgage bankers) and backed by pools of Federal Housing Administration-insured or Veteran's Administration ("VA")-guaranteed mortgages. These guarantees, however, do not apply to the market value or yield of mortgage pass-through securities. GNMA securities are often purchased at a premium over the maturity value of the underlying mortgages. This premium is not guaranteed and will be lost if prepayment occurs.

Government-related guarantors (i.e., whose guarantees are not backed by the full faith and credit of the U.S. Government) include the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC"). FNMA is a government-sponsored corporation owned entirely by private stockholders. It is subject to general regulation by the Secretary of Housing and Urban Development. FNMA purchases conventional residential mortgages (i.e., mortgages not insured or guaranteed by any governmental agency) from a list of approved seller/services which include state and federally-chartered savings and loan associations, mutual savings banks, commercial banks, credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment by FNMA of principal and interest.

FHLMC was created by Congress in 1970 as a corporate instrumentality of the U.S. Government for the purpose of increasing the availability of mortgage credit for residential housing. FHLMC issues Participation Certificates ("PCS") which represent interest in conventional mortgages (i.e., not federally insured or guaranteed) from FHLMC's national portfolio. FHLMC guarantees timely payment of interest and ultimate collection of principal regardless of the status of the underlying mortgage loans.

Credit unions, commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of mortgage loans. Such issuers may also be the originators and/or servicers of the underlying mortgage-related securities. Pools created by such non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of mortgage loans in these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. The High Income Fund may also buy mortgage-related securities without insurance or guarantees.

Collateralized Mortgage Obligations and Multiclass Pass-Through Securities. The High Income Fund may invest a portion of its assets in collateralized mortgage obligations or "CMOs", which are debt obligations collateralized by mortgage loans or mortgage pass-through securities. Typically, CMOs are collateralized by certificates issued by GNMA, FNMA or FHLMC, but also may be collateralized by whole loans or private mortgage pass-through securities (such collateral collectively hereinafter referred to as "Mortgage Assets"). The High Income Fund may also invest a portion of its assets in multiclass pass-through securities which are equity interests in a trust composed of Mortgage Assets. Unless the context indicates otherwise, all references herein to CMOs include multiclass pass-through securities. Payments of principal of and interest on the Mortgage Assets, and any reinvestment income thereon, provide the funds to pay debt service on the CMOs or make scheduled distributions on the multiclass pass-through securities. CMOs may be issued by agencies or instrumentalities of the United States government or by private originators of, or investors in, mortgage loans, including credit unions, savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. The issuer of a series of CMOs may elect to be treated as a Real Estate Mortgage Investment Conduit (a "REMIC").

In a CMO, a series of bonds or certificates are usually issued in multiple classes with different maturities. Each class of CMOs, often referred to as a "tranch", is issued at a specific fixed or floating coupon rate and has a stated maturity or final distribution date. Principal prepayments on the Mortgage Assets may cause the CMOs to be retired substantially earlier than their stated maturities or final distribution dates, resulting in a loss of all or a part of the premium if any has been paid. Interest is paid or accrues on all classes of the CMOs on a monthly, quarterly or semiannual basis. The principal of and interest on the Mortgage Assets may be allocated among the several classes of a series of a CMO in innumerable ways. In a common structure, payments of principal, including any principal pre-payments, on the Mortgage Assets are applied to the classes of the series of a CMO in the order of their respective stated maturities or final distribution dates, so that no payment of principal will be made on any class of CMOs until all other classes having an earlier stated maturity or final distribution date have been paid in full. Certain CMOs may be stripped (securities which provide only the principal or interest factor of the underlying security). See "Stripped Mortgage-Backed Securities" below for a discussion of the risks of investing in these stripped securities and of investing in classes consisting primarily of interest payments or principal payments.

The High Income Fund may also invest in parallel pay CMOs and Planned Amortization Class CMOs ("PAC Bonds"). Parallel pay CMOs are structured to provide payments of principal on each payment date to more than one class. These simultaneous payments are taken into account in calculating the stated maturity date or final distribution date of each class, which, as with other CMO structures, must be retired by its stated maturity date or final distribution date, but may be retired earlier. PAC Bonds generally require payments of a specified amount of principal on each payment date. PAC Bonds are always parallel pay CMOs with the required principal payment on such securities having the highest priority after interest has been paid to all classes.

Stripped Mortgage-Backed Securities. The High Income Fund may invest a portion of its assets in stripped mortgage-backed securities ("SMBS") which are derivative multiclass mortgage securities issued by agencies or instrumentalities of the United States government or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks and investment banks.

SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions from a pool of Mortgage Assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the Mortgage Assets, while another class receives most of the interest and the remainder of the principal. In the most extreme case, one class will receive an "IO" (the right to receive all of the interest) while the other class will receive a "PO" (the right to receive all of the principal). The yield to maturity on an IO is extremely sensitive to the rate of principal payments (including prepayments) on the related underlying Mortgage Assets, and a rapid rate of principal payments may have a material adverse effect on such security's yield to maturity. If the underlying Mortgage Assets experience greater than anticipated prepayments of principal, the High Income Fund may fail to fully recoup its initial investment in these securities. The market value of the class consisting primarily or entirely of principal payments generally is unusually volatile in response to changes in interest rates. Because SMBS were only recently introduced, established trading markets for these securities have not yet developed, although the securities are traded among institutional investors and investment banking firms.

Mortgage Dollar Rolls. The High Income and Emerging Growth Funds may enter into mortgage "dollar rolls" in which the fund sells securities for delivery in the current month and simultaneously contracts with the same counterparty to repurchase substantially similar (same type, coupon and maturity) but not identical securities on a specified future date. During the roll period, the fund loses the right to receive principal and interest paid on the securities sold. However, the fund would benefit to the extent of any difference between the price received for the securities sold and the lower forward price for the future purchase or fee income plus the interest earned on the cash proceeds of the securities sold until the settlement date for the forward purchase. Unless such benefits exceed the income, capital appreciation and gain or loss due to mortgage prepayments that would have been realized on the securities sold as part of the mortgage dollar roll, the use of this technique will diminish the investment performance of the fund. Successful use of mortgage dollar rolls depends upon the Investment Adviser's ability to predict correctly interest rates and mortgage prepayments. There is no assurance that mortgage dollar rolls can be successfully employed. The fund will hold and maintain in a segregated account until the settlement date cash or liquid assets in an amount equal to the forward purchase price. For financial reporting and tax purposes, each fund treats mortgage dollar rolls as two separate transactions; one involving the purchase of a security and a separate transaction involving a sale. The fund does not currently intend to enter into mortgage dollar rolls that are accounted for as a financing.

Real Estate Investment Trusts

The Bond, Balanced, High Income, Mid-Cap, Emerging Growth and Growth and Income Funds may invest in shares of real estate investment trusts ("REITs"). REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the Code. A fund will indirectly bear its proportionate share of any expenses paid by REITs in which it invests in addition to the expenses paid by a fund.

Investing in REITs involves certain unique risks. Equity REITs may be affected by changes in the value of the underlying property owned by such REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not diversified (except to the extent the Code requires), and are subject to the risks of financing projects. REITs are subject to heavy cash flow dependency, default by borrowers, self-liquidation, and the possibilities of failing to qualify for the exemption from tax for distributed income under the Code and failing to maintain their exemptions from the Investment Company Act of 1940, as amended (the "1940 Act"). REITs (especially mortgage REITS) are also subject to interest rate risks.

Practices that are Authorized but not Presently Employed

If any fund invests in options, financial futures, stock index futures and related options, no more than 10% of the fund's total assets will be at risk thereby.

All of the funds may invest in foreign securities, although only the International Stock Fund and the High Income Fund are expected to do so with any regularity. However, all of the funds may, and are expected to, invest in American Depository Receipts ("ADRs") traded on U.S. exchanges. ADRs represent shares of foreign issues traded on foreign exchanges and may have many of the risks associated with foreign securities.

If a fund enters into futures contracts or call options thereon, reverse repurchase agreements, firm commitment agreements or standby commitment agreements, the fund will obtain approval from the Board of Trustees to establish a segregated account with the fund's custodian. The segregated account will hold liquid assets and the cash value of the segregated account will be not less than the market value of the futures contracts and call options thereon, reverse repurchase agreements, firm commitment agreements and standby commitment agreements.

                                                                                Growth    Capital             Emerg
                                        Cash                          High       and       Appre              -ing      Int'l
                                       Reserves   Bond   Balanced    Income     Income   -ciation   Mid-Cap   Growth    Stock
Investment Practices
Borrowing; Reverse Repurchase Agreements 30        30        30        30        30        30        30        30        30
Repurchase Agreements                    *         *         *         *         *         *         *         *         *
Securities Lending                       X         30        30        30        30        30        30        30        30
Short-term Trading                       *         *         *         *         *         *         *         *         *
When-Issued Securities;
  Forward Commitments                    25        25        25        25        25        25        25        *         25
Conventional Securities
Shares of Other Investment Companies     10        10**      10**      10**      10**      10**      10**      10**      10**
Non-Investment Grade Securities          X         20        10        *         5         5         5         5         5
Foreign Securities                       25(1)     20        25        50        25        25        25        25        *
Emerging Market Securities               X         10        10        25        X         X         10        10        25
Illiquid Securities(2)                   10        15        15        15        10        10        15        15        15
Restricted Securities                    25**      15        15        30**      10        10        15        15        15
Mortgage-backed Securities               X         50        15        30        10        X         X         0         X
Derivative Securities and Contracts
Options and Futures Contracts
o  Options on Securities or Indices      X         10**      10**      10**      10**      10**      10**      10**      10**
o  Futures Contracts(3)                  X         5**       5**       5**       5**       5**       5**       5**       5**
o  Options on Futures Contracts(3)       X         10**      10**      10**      10**      10**      10**      10**      10**
Forward Foreign Currency Exchange
  Contracts                              X         X         X         10        X         X         10**      10        10**

Cash Reserves Fund         25%, but limited to U.S. dollar denominated
                                foreign money market securities
Bond Fund                  20%
Balanced Fund              25%
High Income Fund           50%
Growth and Income Fund     25%
Capital Appreciation Fund  25%
Mid-Cap Fund               25%
Emerging Growth Fund       25%
International Stock Fund   100%

-----------------------------------  --------------------------  --------------------------------------------------------
 Name, Address                       Position(s) Held            Principal Occupation
and Age                              with the Fund               During Past Five Years
-----------------------------------  --------------------------  --------------------------------------------------------

Michael S. Daubs*                   Trustee (Chairman)          MEMBERS Capital Advisors, Inc.
 5910 Mineral Point Road            1997 - Present              President, 1982 - Present
Madison, WI 53705
Age - 57                                                        CUNA Mutual Insurance Society
                                                                Chief Officer - Investments, 1990 - Present

                                                                CUNA Mutual Life Insurance Company
                                                                Chief Officer - Investments, 1973 - Present
----------------------------------  --------------------------  ---------------------------------------------------------

Lawrence R. Halverson*              Trustee, President and      MEMBERS Capital Advisors, Inc.
5910 Mineral Point Road             Principal Executive         Senior Vice President, 1996 - Present
Madison, WI 53705                   Officer                     Vice President, 1987 - 1996
Age - 55                            1997 - Present              Secretary, 1992 - Present

                                                                CUNA Brokerage Services, Inc.
                                                                President, 1996 - 1998
----------------------------------  --------------------------  ---------------------------------------------------------

Holly S. Baggot*                    Secretary and Assistant     MEMBERS Capital Advisors, Inc.
5910 Mineral Point Road             Treasurer                   Operations & Administration Manager  - MEMBERS Mutual
Madison, WI 53705                   1999 - Present              Funds, 1998 - Present
Age - 40                                                        Investment Project Mgr. -  Mutual Funds, 1997

                                                                Mayor, City of Madison
                                                                Secretary to Mayor, 1989 - 1997
----------------------------------  --------------------------  ---------------------------------------------------------
Mary E. Hoffmann*                   Treasurer                   MEMBERS Capital Advisors, Inc.
5910 Mineral Point Road             1998 - Present              Product Operations and Finance Manager, 1998 - Present
Madison, WI  53705
Age - 31                                                        CUNA Mutual Insurance Society
                                                                Investment Accounting Supervisor, 1996 - 1998

                                                                McGladrey and Pullen, LLP
                                                                Financial Auditor, 1993 - 1996
----------------------------------  --------------------------  ---------------------------------------------------------
Dan Owens                           Assistant Treasurer         MEMBERS Capital Advisors, Inc.
5910 Mineral Point Road             2000 - Present              Investment Operations Manager, 1999 - Present
Madison, WI 53705
Age - 34                                                        AmerUS Capital Management
                                                                Manager, Investment Accounting - Reporting, 1998 to 1999

                                                                AmerUs Life Holdings, Inc.
                                                                Senior Investment Accountant, 1994 - 1998
----------------------------------  --------------------------  ---------------------------------------------------------
Gwendolyn M. Boeke                  Trustee                     Evangelical Lutheran Church in America
2000 Heritage Way                   1997 - Present              (Chicago, Illinois)
Waverly, IA 50677                                               Regional Director, ECLA Foundation, 1990 - Present
Age - 66
----------------------------------  --------------------------  ---------------------------------------------------------

Alfred L. Disrud                    Trustee                     Planned Giving Services
2000 Heritage Way                   1997 - Present              (Waverly, Iowa)
Waverly, IA 50677                                               Owner, 1986 - Present
Age - 79

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

Thomas C. Watt                      Trustee                     Vision Development Services, Inc.
2000 Heritage Way                   1997 - Present              Consultant, 1997 - Present
Waverly, IA 50677
Age - 64                                                        MidAmerica Energy Company (Waterloo, Iowa)
                                                                Manager, Business Initiatives, 1987 - 1999

                                                                Midwest Power Systems, Inc. (Waterloo, Iowa)
                                                                District Manager, 1992 - 1997
----------------------------------  --------------------------  ---------------------------------------------------------

Trustee Compensation

------------------------- ------------------------ ----------------------------
                           Aggregate Compensation   Total Compensation from
Name of Person, Position         from Trust(1)      Trust and Fund Complex(1)(2)
------------------------- ------------------------ ----------------------------

Michael S. Daubs(3)                   None                     None

Lawrence R. Halverson(3)              None                     None

Gwendolyn M. Boeke                   $4,000                   $8,000

Alfred L. Disrud                     $4,000                   $8,000


Keith S. Noah(4)                     $2,000                   $4,000

Thomas C. Watt                       $4,000                   $8,000

                                                                              Growth   Capital
                                    Cash                              High     and      Appre-              Emerging    Int'l
           Shareholder              Reserves    Bond    Balanced*    Income   Income   ciation    Mid-Cap    Growth     Stock
----------------------------------- ---------- ------- ------------ --------- -------- --------- --------- ----------- -------
CUNA Mutual Insurance Society         29.02    11.54                                                                   16.97
5910 Mineral Point Road
Madison, WI  53705
----------------------------------- ---------- ------- ------------ --------- -------- --------- --------- ----------- -------
CUNA Mutual Life Insurance Co.        29.04    11.55                 58.10                                   17.90     10.18
5910 Mineral Point Road
Madison, WI 53705
----------------------------------- ---------- ------- ------------ --------- -------- --------- --------- ----------- -------
CUMIS Insurance Society, Inc.                                                                                53.69     60.62
5910 Mineral Point Road
Madison, WI  53705
----------------------------------- ---------- ------- ------------ --------- -------- --------- --------- ----------- -------
CMIS Non-Qualified Deferred                    23.18                           9.03     13.26
Compensation Plan for Employees
5910 Mineral Point Rd
Madison WI 53705
----------------------------------- ---------- ------- ------------ --------- -------- --------- --------- ----------- -------
CMIS Non-Qualified Deferred                     5.88                                     5.32
Compensation Plan for Directors
5910 Mineral Point Rd
Madison WI 53705
----------------------------------- ---------- ------- ------------ --------- -------- --------- --------- ----------- -------
Nelse Deloach                         6.62
4109 Eftanicia Drive NW
Albuquerque NM 87120-4943
----------------------------------- ---------- ------- ------------ --------- -------- --------- --------- ----------- -------

Class B:


                                                                              Growth   Capital
                                    Cash                              High     and      Appre-              Emerging    Int'l
           Shareholder              Reserves    Bond*   Balanced*    Income*  Income*  ciation*   Mid-Cap*  Growth*     Stock*
----------------------------------- ---------- ------- ------------ --------- -------- --------- --------- ----------- -------
Helen Gibson                        6.89
100 16th Ave Apt 3
S Milwaukee WI 53172-1158
--------------------------------- ---------- -------- ------------ ---------- ---------- --------- -------- ----------- -------

                                                    Total Advisory Fees
                                          Incurred during the Fiscal Year Ended
Fund                    Management Fee               October 31, 2000
----                    --------------               ----------------
Cash Reserves               0.40%                         $  31,220
Bond                        0.50%                            84,362
Balanced                    0.65%                           425,620
High Income                 0.55%                           104,432
Growth and Income           0.55%                           631,743
Capital Appreciation        0.75%                           438,194
Mid-Cap                     0.95%                               --
Emerging Growth             0.75%                           127,737
International Stock         1.05%                           403,418
                                                         -----------

                                             Total          $2,246,726

Fund                            Other Expense "Cap"
----                            -------------------
Cash Reserves                          0.15%
Bond                                   0.15%
Balanced                               0.20%
High Income                            0.20%
Growth and Income                      0.20%
Capital Appreciation                   0.20%
Mid-Cap                                0.20%
Emerging Growth                        0.20%
International Stock                    0.30%

Joyce A. Harris                 Director and Chair
James C. Hickman                Director
Michael B. Kitchen              Director
Michael S. Daubs                Director and President
George A. Nelson                Director and Vice Chair
Lawrence R. Halverson           Senior Vice President
Jeffrey B. Pantages             Senior Vice President
Thomas J. Merfeld               Senior Vice President and Secretary
Mark T. Warshauer               Senior Vice President
Daniel J. Larson                Vice President
Mary E. Hoffmann                Treasurer
Kimberly M. Gant                Assistant Treasurer
Tracy K. Gunderson              Assistant Secretary

Percentage                Net Assets Managed by MFS
----------                -------------------------
0.400%                    First $10,000,000
0.375%                    Next $90,000,000
0.350%                    Next $150,000,000
0.325%                    Next $250,000,000
0.300%                    Over $500,000,000

Percentage                Net Assets Managed by MFS
----------                -------------------------
0.450%                    First $200,000,000
0.400%                    Over $200,000,000

EAFE Subportfolio:
         First $25 million               0.65%
         Next $25 million                0.55%
         Above $50 million               0.50%

Emerging Markets Subportfolio:           0.75%

International Small Cap Subportfolio:    0.75%

1)   Advertising;                                                    $
2)   Printing and mailing of prospectuses to other than current      $
     shareholder;
3)   Compensation to underwriters;                                   $
4)   Compensation to broker-dealers;                                 $332,697
5)   Compensation to sales personnel;                                $
6)   Interest, carrying, or other financing charges; and             $
7)   Other (specify) Expense Reimbursements to other                 $1,131,870
     companies that are paying distributor expenses on behalf of
     CUNA Brokerage Services, Inc. (the distributor)

                         ERISA Plans                                  Non-ERISA Plans

                      401(a) Plan,
Type of Distribution  401(k) Plan or     Supplemental                          IRA or             Non-Retirement
                      403(b) Plan        403(b) Plan        457 Plan           IRA Rollover       Plan
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------

Death or Disability   Waived             Waived             Waived             Waived             Waived
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------

Over 70 1/2           Waived             Waived             Waived             Waived for         Waived for up to
                                                                               mandatory          12% of account
                                                                               distributions or   value annually
                                                                               up to 12% of       in periodic
                                                                               account value      payments
                                                                               annually in
                                                                               periodic payments
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------

Between               Waived             Waived             Waived             Waived for Life    Waived for up to
59 1/2and 70 1/2                                                               Expectancy or up   12% of account
                                                                               to 12% of          value annually
                                                                               account value      in periodic
                                                                               annually in        payments
                                                                               periodic payments
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------

Under 59 1/2          Waived             Waived for         Waived for         Waived for         Waived for up to
                                         annuity payments   annuity payments   annuity payments   12% of account
                                         (72t) or up to     (72t) or up to     (72t) or up to     value annually
                                         12% of account     12% of account     12% of account     in periodic
                                         value annually     value annually     value annually     payments
                                         in periodic        in periodic        in periodic
                                         payments           payments           payments
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------

Loans                 Waived             Waived             N/A                N/A                N/A
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------

Termination of Plan   Not Waived         Not Waived         Not Waived         Not Waived         N/A
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------

Hardships             Waived             Waived             Waived             N/A                N/A
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------

Return of Excess      Waived             Waived             Waived             Waived             N/A
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------

                          Losses Deferred  Losses Deferred   Losses Deferred
Fund                     Expiring in 2006  Expiring in 2007  Expiring in 2008
----                     ----------------  ----------------  ----------------
Bond Fund                   $      --        $  349,486      $  459,422
Balanced Fund                      --                --         330,272
High Income Fund               66,186           328,128         244,044
Growth and Income Fund             --                --       1,214,946
Capital Appreciation Fund          --                --          64,720
Emerging Growth Fund               --                --       6,443,167
International Stock Fund           --                --       1,887,109

Cash Reserves Fund                       0.32%
Bond Fund                                3.18%
Balanced Fund                           -2.02%
High Income Fund                        -9.99%
Growth and Income Fund                  -4.86%
Capital Appreciation Fund               -1.75%
International Stock Fund               -21.33%

                                                                Value
   Par Value                                                   (Note 2)

COMMERCIAL PAPER (A) - 62.40%

             Chemicals - 5.01%
$   400,000  E. I. du Pont de Nemours & Co.
             6.430%, due 11/13/00                          $        399,143

             Communication Services - 16.22% 300,000 AT&T Corp.
             6.490%, due 11/06/00                                   299,730
    300,000  BellSouth Telecommunications, Inc.
             6.450%, due 12/04/00                                   298,226
    300,000  Motorola, Inc.
             6.480%, due 11/02/00                                   299,946
    400,000  SBC Communications, Inc.
             6.520%, due 01/10/01                                   394,929

                                                                  1,292,831
             Consumer Staples - 18.71%
    300,000  Campbell Soup Co.
             6.470%, due 12/06/00                                   298,113
    400,000  Kimberly-Clark Corp.
             6.460%, due 11/29/00                                   397,990
    400,000  Target Corp.
             6.470%, due 12/18/00                                   396,621
    400,000  Wal-Mart Stores, Inc.
             6.460%, due 11/21/00                                   398,565

                                                                  1,491,289
             Finance - 13.70%
    400,000  General Electric Capital Corp.
             6.480%, due 11/01/00                                   400,000
    400,000  Goldman Sachs Group, Inc.
             6.510%, due 01/02/01                                   395,515
    300,000  Merrill Lynch & Co., Inc.
             6.530%, due 01/08/01                                   296,300

                                                                  1,091,815
             Media - 5.01%
    400,000  McGraw-Hill Cos., Inc.
             6.470%, due 11/15/00                                   398,993

             Utilities - 3.75%
    300,000  Madison Gas and Electric Co.
             6.470%, due 11/27/00                                   298,598

             Total Commercial Paper                               4,972,669
             ( Cost $4,972,669 )

         Federal National Mortgage Association - 13.64%
300,000  6.370%, due 12/11/00                                   297,876
400,000  6.420%, due 01/04/01                                   395,435
400,000  6.420%, due 01/25/01                                   393,937

                                                              1,087,248

         Federal Home Loan Bank - 18.77%
500,000  6.540%, due 11/08/00                                   499,364
500,000  6.430%, due 12/15/00                                   496,071
500,000  6.900%, due 08/28/01                                   500,000

                                                              1,495,435

         Total U.S. Government and Agency Obligations         2,582,683
         ( Cost $2,582,683 )

    292,094  State Street Eurodollar
             6.000%, due 11/01/00                                   292,094

             Total Certificate of Deposit                           292,094
             ( Cost $292,094 )

TOTAL INVESTMENTS - 98.47%                                        7,847,446
( Cost $7,847,446** )
NET OTHER ASSETS AND LIABILITIES - 1.53%                            121,533
TOTAL NET ASSETS - 100.00%                                 $      7,968,979

                      BOND FUND-- Portfolio of Investments

                                                                Value
   Par Value                                                   (Note 2)

CORPORATE NOTES AND BONDS - 32.73%

             Capital Goods - 0.85%
$   200,000  TRW, Inc., Senior Note
             8.750%, due 05/15/06                          $        205,076

             Consumer Services - 1.43%
    350,000  Electronic Data Systems Corp.
             7.125%, due 10/15/09                                   347,407

             Energy - 6.11%
    250,000  Coastal Corp., Senior Note
             7.500%, due 08/15/06                                   251,771
    200,000  DPL, Inc., Senior Note
             8.250%, due 03/01/07                                   201,663
    200,000  El Paso Energy Corp., Senior Note
             6.750%, due 05/15/09                                   190,082
    250,000  ENSERCH Corp.
             6.375%, due 02/01/04                                   243,772
    400,000  Wisconsin Electric Power Co., Debenture
             6.625%, due 11/15/06                                   389,890
    200,000  YPF Sociedad Anonima, Yankee (D)
             9.125%, due 02/24/09                                   203,964

                                                                  1,481,142
             Finance - 13.31%
    350,000  American General Corp.
             7.500%, due 08/11/10                                   349,688
    500,000  Barclays Bank PLC,
             Step Coupon 144A (C)(D)
             8.550%, due 09/29/49                                   503,040
    300,000  Boeing Capital Corp.
             7.100%, due 09/27/05                                   300,957
    400,000  Ford Motor Credit Co.
             7.500%, due 03/15/05                                   401,045
    250,000  General Electric Capital Corp., Debenture
             8.750%, due 05/21/07                                   272,736
    350,000  Heller Financial, Inc., Senior Note
             8.000%, due 06/15/05                                   353,401
    300,000  Norwest Financial, Inc.
             7.000%, due 11/01/05                                   297,578
    200,000  Royal & Sun Alliance Insurance Group PLC,
             Subordinated Note, 144A (C)(D)
             8.950%, due 10/15/29                                   194,722
    300,000  UBS Preferred Funding Trust
             8.622%, due 01/02/01                                   303,159
    250,000  Wells Fargo & Co., Senior Note
             7.250%, due 08/24/05                                   251,580

                                                                  3,227,906
             Industrials - 3.96%
    350,000  Avnet, Inc.
             8.200%, due 10/17/03                                   348,925
    180,000  Georgia-Pacific Group, Debenture
             8.625%, due 04/30/25                                   167,821
    150,000  Host Marriott Corp., Series B, Senior Note
             7.875%, due 08/01/08                                   138,000
    300,000  International Paper Co., Senior Note, 144A (C)
             8.125%, due 07/08/05                                   307,048

                                                                    961,794
             Retail - 2.24%
    200,000  Great Atlantic & Pacific Tea Co., Senior Note
             7.700%, due 01/15/04                                   160,672
    395,000  Safeway, Inc., Senior Note
             7.000%, due 09/15/07                                   383,043

                                                                    543,715

             Telecommunications - 3.65%
    250,000  CenturyTel, Inc., Series B, Senior Note
             8.250%, due 05/01/24                                   229,061
    300,000  Koninklijke (Royal) KPN NV,
             Senior Note, 144A (C)(D)
             7.500%, due 10/01/05                                   298,071
    350,000  TCI Communciations, Inc., Senior Note
             8.650%, due 09/15/04                                   359,400

                                                                    886,532

             Transportation - 1.18%
    300,000  AMERCO, Senior Note
             8.800%, due 02/04/05                                   286,625

             Total Corporate Notes and Bonds                      7,940,197
             ( Cost $7,941,192 )

U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 63.45%
             Government National Mortgage Association - 31.22%
    500,000  8.000%, due 10/20/15                                   507,835
    500,000  7.500%, due 01/20/26                                   496,960
    743,821  6.500%, due 04/15/26                                   721,863
    581,887  7.000%, due 02/20/30                                   571,203
    777,515  8.000%, due 04/20/30                                   786,325
    496,346  7.500%, due 05/20/30                                   495,815
    490,366  8.000%, due 05/20/30                                   495,922
    248,435  7.500%, due 06/20/30                                   248,169
    395,938  8.000%, due 06/20/30                                   400,424
    523,224  8.500%, due 07/20/30                                   534,342
    997,102  7.500%, due 08/20/30                                   996,035
    498,089  8.000%, due 08/20/30                                   503,733
    315,664  7.000%, due 10/20/30                                   309,769
    500,000  8.000%, due 10/20/30                                   505,510

                                                                  7,573,905

             Federal National Mortgage Association - 5.82%
    300,000  5.830%, due 02/20/03                                   295,391
    295,000  6.290%, due 01/22/08                                   283,459
    250,000  7.000%, due 08/27/12                                   244,484
    289,226  8.000%, due 05/01/30                                   292,829
    296,842  7.500%, due 06/01/30                                   296,521

                                                                  1,412,684

             U.S. Treasury Bills - 2.00%
    500,000  6.260%, due 04/19/01                                   485,940

             U.S. Treasury Notes - 7.71%
    300,000  5.875%, due 11/15/04                                   300,110
    500,000  6.750%, due 05/15/05                                   518,359
  1,068,970  3.625%, due 01/15/08 TIP                             1,051,934

                                                                  1,870,403

             U.S. Treasury Bonds - 9.33%
                                                                  Value
 Par Value                                                       (Note 2)
$   500,000  10.750%, due 02/15/03                         $        550,000
    500,000  11.125%, due 08/15/03                                  565,274
    500,000  10.750%, due 08/15/05                                  599,941
    500,000  9.125%, due 05/15/09                                   548,369

                                                                  2,263,584

             Small Business Administration - 3.39%
    525,949  7.000%, due 04/25/24                                   521,441
    299,639  7.250%, due 07/25/25                                   299,919

                                                                    821,360

             Federal Home Loan Bank - 3.98%
    500,000  7.668%, due 02/20/01                                   468,460
    491,138  8.000%, due 06/01/30                                   498,023

                                                                    966,483

             Total U.S. Government and Agency Obligations
             (Cost $15,250,924)                                  15,394,359

INVESTMENT COMPANY - 5.10%
  1,238,191  SSGA Prime Money Market Fund                         1,238,191

             Total Investment Company                             1,238,191

             ( Cost $1,238,191 )

TOTAL INVESTMENTS - 101.28%                                      24,572,747
( Cost $24,430,307** )
NET OTHER ASSETS AND LIABILITIES - (1.28)%                        (311,653)

TOTAL NET ASSETS - 100.00%                                 $     24,261,094

                                                                   Value
   Shares                                                         (Note 2)

COMMON STOCKS - 54.80%
             Basic Materials - 1.30%
     14,000  Dow Chemical Co.                              $        428,750
     11,000  Rohm and Haas Co.                                      330,687
     11,500  Willamette Industries, Inc.                            417,594

                                                                  1,177,031

             Capital Goods - 5.58%
     15,000  Dover Corp.                                            636,563
      9,000  Emerson Electric Co.                                   660,937
     13,000  Honeywell International, Inc.                          699,562
      8,000  Illinois Tool Works, Inc.                              444,500
      5,500  Minnesota Mining and Manufacturing Co.                 531,438
     31,200  Pall Corp.                                             672,750
     14,000  Tyco International, Ltd.                               793,625
      9,000  United Technologies Corp.                              628,313

                                                                  5,067,688

             Communication Services - 3.34%
      8,000  ALLTEL Corp.                                           515,500
     22,484  AT&T Corp.                                             521,348
     12,500  Sprint Corp.                                           318,750
      9,020  Verizon Communications                                 521,469
     17,000  Vodafone Group, PLC, ADR                               723,562
     18,000  WorldCom, Inc. *                                       427,500

                                                                  3,028,129

             Consumer Cyclical - 3.74%
     27,000  IMS Health, Inc.                                       637,875
      7,800  Lowe's Cos., Inc.                                      356,363
     28,400  PRIMEDIA, Inc. *                                       321,275
     45,100  Target Corp.                                         1,245,887
     11,900  Tiffany & Co.                                          507,981
      7,200  Wal-Mart Stores, Inc.                                  326,700

                                                                  3,396,081

             Consumer Staples - 7.19%
     20,500  Cox Communications, Inc., Class A *                    903,281
     19,800  CVS Corp.                                            1,048,163
     15,800  General Mills, Inc.                                    659,650
     14,200  Kimberly-Clark Corp.                                   937,200
     26,100  McDonald's Corp.                                       809,100
      8,100  Nabisco Holdings Corp., Class A                        437,906
     11,600  Safeway, Inc. *                                        634,375
     21,300  Sara Lee Corp.                                         459,281
     17,900  Walt Disney Co.                                        641,044

                                                                  6,530,000

             Energy - 3.74%
      9,364  BP Amoco PLC, ADR                                      476,979
      5,700  Exxon Mobil Corp.                                      508,369
      7,400  Kerr-McGee Corp.                                       483,312
     11,100  Schlumberger, Ltd.                                     844,987
      2,016  Transocean Sedco Forex, Inc.                           106,848
     14,400  Unocal Corp.                                           491,400
     17,700  USX-Marathon Group                                     481,219

                                                                  3,393,114

             Finance - 7.19%
     27,500  Allstate Corp.                                       1,106,875
     10,896  Bank of America Corp.                                  523,689
     15,190  Bank One Corp.                                         554,435
     22,000  Citigroup, Inc.                                      1,157,750
     13,500  Countrywide Credit Industries, Inc.                    505,406
     11,000  Household International, Inc.                          553,438
      9,000  MBIA, Inc.                                             654,188
      9,000  Morgan Stanley Dean Witter & Co.                       722,812
     16,100  Wells Fargo & Co.                                      745,631

                                                                  6,524,224

             Healthcare - 6.53%
      6,700  Aetna, Inc.                                            387,344
      7,300  ALZA Corp. *                                           590,844
     15,200  American Home Products Corp.                           965,200
     12,200  Baxter International, Inc.                           1,002,687
     22,800  Bristol-Myers Squibb Co.                             1,389,375
      2,700  Genzyme Corp. *                                        191,700
      6,300  Glaxo Wellcome PLC, ADR                                366,581
      7,092  Johnson & Johnson                                      653,351
      6,902  Pharmacia Corp.                                        379,610

                                                                  5,926,692

             Technology - 14.20%
     15,800  3Com Corp.                                             280,450
     42,600  ADC Telecommunications, Inc. *                         910,575
      4,040  Agilent Technologies, Inc. *                           187,104
      7,700  Computer Sciences Corp. *                              485,100
     12,300  Compuware Corp. *                                       96,863
     15,200  Conexant Systems, Inc.                                 399,950
     19,100  EMC Corp. *                                          1,701,094
     21,300  Gateway, Inc. *                                      1,099,293
     18,100  Hewlett-Packard Co.                                    840,519
     10,900  International Business Machines Corp.                1,073,650
     36,500  Keane, Inc. *                                          474,500
     24,338  Koninklijke (Royal) Philips
             Electronics N.V., ADR *                                971,999
      9,400  Micron Technology, Inc. *                              326,650
     26,700  Motorola, Inc.                                         665,831
     24,623  Palm, Inc. *                                         1,318,869
     14,100  Seagate Technology, Inc. *                             985,237
     21,900  Texas Instruments, Inc.                              1,074,469

                                                                 12,892,153

             Transportation - 0.79%
      4,600  Delta Air Lines, Inc.                                  217,350
     10,600  FedEx Corp. *                                          496,716

                                                                    714,066

             Utilities - 1.20%
     14,000  PG&E Corp.                                             377,125
     17,000  Williams Cos., Inc.                                    710,813

                                                                  1,087,938

             Total Common Stocks                                 49,737,116
              ( Cost $42,653,529 )

                                                                  Value
 Par Value                                                       (Note 2)

CORPORATE NOTES AND BONDS - 12.01%
             Capital Goods - 0.34%
$   300,000  TRW, Inc., Senior Note
             8.750%, due 05/15/06                          $        307,614

             Consumer Services - 1.10%
    500,000  Compaq Computer Corp.
             7.450%, due 08/01/02                                   501,695
    500,000  Electronic Data Systems Corp.
             7.125%, due 10/15/09                                   496,295

                                                                    997,990

             Energy - 3.16%
    500,000  Coastal Corp., Senior Note
             7.500%, due 08/15/06                                   503,542
    500,000  DPL, Inc., Senior Note
             8.250%, due 03/01/07                                   504,158
    500,000  El Paso Energy Corp., Senior Note
             6.750%, due 05/15/09                                   475,206
    600,000  Wisconsin Electric Power Co., Debenture
             6.625%, due 11/15/06                                   584,834
    500,000  YPF Sociedad Anonima, Yankee (D)
             8.000%, due 02/15/04                                   491,400
    300,000  YPF Sociedad Anonima, Yankee (D)
             9.125%, due 02/24/09                                   305,946

                                                                  2,865,086

             Finance - 5.05%
    500,000  American General Capital
             8.500%, due 07/01/30                                   497,437
    500,000  Barclays Bank PLC, Step
             Coupon 144A (C)(D)
             8.550%, due 09/29/49                                   503,040
    500,000  EOP Operating LP
             8.100%, due 08/01/10                                   502,434
    400,000  Ford Motor Credit Co.
             7.500%, due 03/15/05                                   401,045
    350,000  General Electric Capital Corp., Debenture
             8.750%, due 05/21/07                                   381,831
    500,000  Heller Financial, Inc.
             8.000%, due 06/15/05                                   504,858
    500,000  Norwest Financial, Inc.
             7.000%, due 11/01/05                                   495,963
    300,000  Royal & Sun Alliance Insurance Group PLC,
             Subordinated Note, 144A (C)(D)
             8.950%, due 10/15/29                                   292,083
    500,000  UBS Preferred Funding Trust
             8.622%, due 01/02/01                                   505,264
    500,000  Wells Fargo & Co., Senior Note
             7.250%, due 08/24/05                                   503,160

                                                                  4,587,115

             Industrials - 1.27%
    393,000  Amerco, Senior Note
             7.200%, due 04/01/02                                   377,824
    500,000  Avnet, Inc.
             8.200%, due 10/17/03                                   498,464
    300,000  Georgia-Pacific Group, Debenture
             8.625%, due 04/30/25                                   279,703

                                                                  1,155,991

             Retail - 0.29%
    400,000  Saks, Inc.
             7.250%, due 12/01/04                                   260,000

             Telecommunications - 0.80%
    250,000  CenturyTel, Inc., Series B, Senior Note
             8.250%, due 05/01/24                                   229,061
    500,000  Koninklijke (Royal) KPN NV,
             Senior Note, 144A (C)(D)
             7.500%, due 10/01/05                                   496,785

                                                                    725,846

             Total Corporate Notes and Bonds                     10,899,642

            Government National Mortgage Association - 10.26%
   327,045  8.000%, due 10/20/15                                   332,170
   687,981  7.000%, due 02/20/30                                   675,350
 1,166,926  8.000%, due 04/20/30                                 1,180,148
   992,693  7.500%, due 05/20/30                                   991,631
   490,366  8.000%, due 05/20/30                                   495,922
   248,435  7.500%, due 06/20/30                                   248,169
   395,938  8.000%, due 06/20/30                                   400,424
   495,143  8.000%, due 07/20/30                                   500,753
   986,966  8.500%, due 07/20/30                                 1,007,939
   997,102  7.500%, due 08/20/30                                   996,034
   498,088  8.000%, due 08/20/30                                   503,732
   998,327  7.500%, due 09/20/30                                   997,259
 1,000,000  7.000%, due 10/20/30                                   981,325

                                                                 9,310,856

            Federal National Mortgage Association - 3.96%
   500,000  5.830%, due 02/20/03                                   492,318
   300,000  6.290%, due 01/22/08                                   288,264
   500,000  7.000%, due 08/27/12                                   488,967
   609,820  8.000%, due 09/01/29                                   619,571
   489,357  8.000%, due 03/01/30                                   495,453
   692,631  7.500%, due 06/01/30                                   691,883
   499,372  8.500%, due 06/01/30                                   512,415

                                                                 3,588,871

                                                                 Value
Par Value                                                       (Note 2)

             U.S. Treasury Notes - 6.53%
$   500,000  5.500%, due 08/31/01                          $        496,562
    500,000  5.875%, due 11/15/04                                   500,182
  1,500,000  6.000%, due 08/15/09                                 1,515,576
  2,500,000  6.500%, due 02/15/10                                 2,616,995
    800,000  5.750%, due 08/15/10                                   799,250

                                                                  5,928,565

             U.S. Treasury Bonds - 4.31%
    500,000  10.750%, due 02/15/03                                  550,000
  1,500,000  11.125%, due 08/15/03                                1,695,820
    500,000  10.750%, due 08/15/05                                  599,942
    500,000  9.125%, due 05/15/09                                   548,369
    500,000  6.125%, due 08/15/29                                   517,813

                                                                  3,911,944

             Small Business Administration - 1.26%
    699,157  7.250%, due 11/01/00                                   699,812
    450,242  7.000%, due 04/25/24                                   446,383

                                                                  1,146,195

             Federal Home Loan Mortgage Corp. - 0.93%
    860,000  6.000%, due 11/18/03                                   843,720

             Federal Home Loan Bank - 1.27%
    250,000  7.668%, due 02/20/01                                   234,230
    908,604  8.000%, due 06/01/30                                   921,343

                                                                  1,155,573

             Total U.S. Government and Agency Obligations
             (Cost $25,696,867)                                  25,885,724

INVESTMENT COMPANY - 4.75%
  4,309,723  SSGA Prime Money Market Fund                         4,309,723

             Total Investment Company                             4,309,723

             ( Cost $4,309,723 )

TOTAL INVESTMENTS - 100.08%                                      90,832,205

(Cost $83,634,227**)
NET OTHER ASSETS AND LIABILITIES - (0.08)%                         (75,530)

TOTAL NET ASSETS - 100.00%                                 $     90,756,675

                                                                 Value
   Par Value                                                   (Note 2)

CORPORATE NOTES AND BONDS - 86.58%

             Basic Materials - 2.99%
$   100,000  Applied Extrusion Technologies, Inc.,
             Series B, Senior Note
             11.500%, due 04/01/02                         $         92,000
     90,000  Buckeye Technologies, Inc.,
             Senior Subordinated Note
             9.250%, due 09/15/08                                    90,000
     50,000  FiberMark, Inc., Series B, Senior Note
             9.375%, due 10/15/06                                    47,000
    165,000  Huntsman ICI Chemicals LLC,
             Senior Subordinated Note
             10.125%, due 07/01/09                                  156,750
     80,000  Sovereign Specialty Chemicals, Inc.,
             Senior Subordinated Note
             11.875%, due 03/15/10                                   78,800
     70,000  Synthetic Securities, Inc., 144A (C) (G)
             13.000%, due 12/13/00                                   68,950
     95,000  U.S. Timberlands Klam/Fin, Senior Note
             9.625%, due 11/15/07                                    85,317

                                                                    618,817

             Building and Construction - 2.98%
    130,000  American Standard, Inc., Senior Note
             7.375%, due 02/01/08                                   120,900
     25,000  American Standard, Inc., Senior Note
             7.625%, due 02/15/10                                    23,750
    105,000  Atrium Cos., Inc., Series B,
             Senior Subordinated Note
             10.500%, due 05/01/09                                   89,250
     50,000  Building Materials Corp.,
             Series B, Senior Note
             7.750%, due 07/15/05                                    15,000
    130,000  Building Materials Corp.,
             Series B, Senior Note
             8.625%, due 12/15/06                                    39,000
     50,000  Building Materials Corp.,
             Series B, Senior Note
             8.000%, due 10/15/07                                    15,000
    125,000  Formica Corp., Series B,
             Senior Subordinated Note
             10.875%, due 03/01/09                                   53,750
    130,000  MMI Products, Inc., Series B,
             Senior Subordinated Note
             11.250%, due 04/15/07                                  126,750
    110,000  Nortek, Inc., Series B, Senior Note
             9.250%, due 03/15/07                                    97,900
     40,000  Nortek, Inc., Series B, Senior Note
             8.875%, due 08/01/08                                    34,800

                                                                    616,100

             Chemicals and Drugs - 1.48%
     95,000  Lyondell Chemical Co., Series A, Senior Note
             9.625%, due 05/01/07                                    92,150
     90,000  Lyondell Chemical Co., Series B, Senior Note
             9.875%, due 05/01/07                                    87,750
     75,000  NL Industries, Inc., Senior Note
             11.750%, due 10/15/03                                   75,375
      5,000  PCI Chemicals Canada, Inc., Yankee (D)
             9.250%, due 10/15/07                                     1,900
     90,000  Sterling Chemicals, Inc.,
             Series A, Senior Subordinated Note
             11.250%, due 04/01/07                                   49,500

                                                                    306,675

             Communication - 13.17%
    115,000  Allegiance Telecom, Inc., Series B,
             Step Coupon Senior Discount Note (B)
             11.750%, due 02/15/08                                   79,350
     75,000  Allegiance Telecom, Inc., Senior Note
             12.875%, due 05/15/08                                   74,250
    130,000  Centennial Cellular Operating Co.,
             Senior Subordinated Note
             10.750%, due 12/15/08                                  122,200
    260,000  Charter Commercial Holdings LLC,
             Step Coupon Senior Discount Note (B)
             9.92%, due 04/01/11                                    151,125
    140,000  Charter Commercial Holdings LLC, Senior Note
             8.250%, due 04/01/07                                   126,350
    135,000  Dolphin Telecom PLC,
             Step Coupon Senior Discount Note (B)(D)
             11.500%, due 06/01/08                                   25,650
     25,000  Dolphin Telecom PLC, Series B,
             Step Coupon Senior Discount Note (B)(D)
             14.000%, due 05/15/09                                    4,500
     60,000  Esprit Telecom Group PLC, Yankee Senior Note
             10.875%, due 06/15/08                                   12,000
     75,000  Exodus Communications, Inc., Senior Note
             11.250%, due 07/01/08                                   69,750
     45,000  Exodus Communications, Inc., Senior Note
             10.750%, due 12/15/09                                   40,725
     90,000  Exodus Communications, Inc., 144A Senior Note (C)
             11.625%, due 07/15/10                                   83,250
     55,000  FairPoint Communications, Inc.,
             Series B, Senior Subordinated Note
             9.500%, due 05/01/08                                    44,550
    100,000  Hermes Europe Railtel B.V., Yankee Senior Note (D)
             10.375%, due 01/15/09                                   45,000
    120,000  ICG Holdings, Inc.,
             Step Coupon Senior Discount Note (B)
             12.500%, due 05/01/06                                   19,800

                                                                Value
   Par Value                                                   (Note 2)

CORPORATE NOTES AND BONDS (continued)

$    90,000  Intermedia Communications, Inc.,
             Series B, Senior Note
             8.875%, due 11/01/07                          $         85,725
     25,000  ITC DeltaCom, Inc., Senior Note
             11.000%, due 06/01/07                                   21,750
     80,000  ITC DeltaCom, Inc., Senior Note
             9.750%, due 11/15/08                                    65,200
     10,000  Lenfest Communications, Inc., Senior Note
             8.375%, due 11/01/05                                    10,402
     35,000  Lenfest Communications, Inc.,
             Senior Subordinated Note
             10.500%, due 06/15/06                                   39,452
     50,000  Lenfest Communications, Inc.,
             Senior Subordinated Note
             8.250%, due 02/15/08                                    50,091
     75,000  Millicom International Cellular S.A.,
             Step Coupon Senior Discount Note (B)(D)
             13.5000%, due 06/01/06                                  60,750
    110,000  Motient Corp., Series B, Senior Note
             12.250%, due 04/01/08                                   78,650
     15,000  NEON Communications, Inc., Senior Note
             12.750%, due 08/15/08                                   10,950
    100,000  Nextel Communications, Inc.,
             Step Coupon Senior Discount Note (B)
             9.750%, due 10/31/07                                    76,500
    265,000  Nextel Communications, Inc.,
             Step Coupon Senior Discount Note (B)
             9.950%, due 02/15/08                                   197,425
     45,000  Nextel International, Inc.,
             Step Coupon Senior Discount Note (B)
             12.125%, due 04/15/08                                   27,450
     95,000  Nextel International, Inc., 144A Senior Note (C)
             12.750%, due 08/01/10                                   88,350
     25,000  NEXTLINK Communications, Inc., Senior Note
             9.625%, due 10/01/07                                    21,000
    230,000  NEXTLINK Communications, Inc., Senior Note
             10.750%, due 06/01/09                                  201,825
     65,000  Rural Cellular Corp., Series B, Senior Subordinated Note
             9.625%, due 05/15/08                                    59,150
     25,000  Telesystem International Wireless, Inc.,
             Series B, Step Coupon, Senior Discount Note (B)(D)
             13.250%, due 06/30/07                                   14,750
     60,000  Telewest Communications PLC,
             Step Coupon Senior Discount Note (B)(D)
             9.250%, due 04/15/09                                    27,000
     75,000  Telewest Communications PLC,
             144A Step Coupon Senior Discount Note (B)(C)(D)
             11.375%, due 02/01/10                                   32,625
     55,000  Telewest Communications PLC,
             Yankee Senior Note (D)
             9.625%, due 10/01/06                                    45,375
     40,000  Telewest Communications PLC,
             Senior Discount Note (D)
             11.000%, due 10/01/07                                   34,800
     30,000  Telewest Communications PLC,
             144A Senior Note (C)(D)
             9.875%, due 02/01/10                                    23,850
    115,000  Triton PCS Holdings, Inc.,
             Step Coupon Senior Subordinated Discount Note (B)
             11.000%, due 05/01/08                                   87,113
    220,000  UnitedGlobalCom, Inc., Series B,
             Step Coupon Senior Discount Note (B)
             10.750%, due 02/15/08                                  134,200
    200,000  Versatel Telecom International N.V.,
             Yankee Senior Note (D)
             13.250%, due 05/15/08                                  152,000
    160,000  Viatel, Inc., Step Coupon Senior Discount Note (B)
             12.500%, due 04/15/08                                   47,200
     15,000  Viatel, Inc., Senior Note
             11.250%, due 04/15/08                                    7,500
    110,000  Western Wireless Corp., Senior Subordinated Note
             10.500%, due 02/01/07                                  113,300
     10,000  Williams Communications Group, Inc.,
             144A Senior Note (C)
             11.700%, due 08/01/08                                    8,925

                                                                  2,721,808

             Consumer Cyclical - 0.70%
    140,000  WestPoint Stevens, Inc., Senior Note
             7.875%, due 06/15/05                                   103,600
     60,000  WestPoint Stevens, Inc., Senior Note
             7.875%, due 06/15/08                                    40,500

                                                                    144,100

             Consumer Services - 1.07%
     40,000  Eldorado Resorts LLC, Senior Subordinated Note
             10.500%, due 08/15/06                                   39,600
     20,000  Iron Mountain, Inc., Senior Subordinated Note
             10.125%, due 10/01/06                                   20,250
     65,000  Iron Mountain, Inc., Senior Subordinated Note
             8.750%, due 09/30/09                                    61,913
    100,000  Prime Hospitality Corp.,
             Series B, Senior Subordinated Note
             9.750%, due 04/01/07                                   100,000

                                                                    221,763

             Consumer Staples - 2.48%
     75,000  7-Eleven, Inc., Senior Subordinated Debenture
             5.000%, due 12/15/03                                    65,250
     30,000  Fage Dairy Industries S.A., Senior Note (D)
             9.000%, due 02/01/07                                    22,500
     90,000  Finlay Enterprises, Inc., Senior Note
             9.000%, due 05/01/08                                    81,000
     50,000  International Utility Structures, Inc.,
             Yankee Senior Subordinated Note (D)
             10.750%, due 02/01/08                                   36,000
     40,000  Pierce Leahy Corp., Senior Subordinated Note
             11.125%, due 07/15/06                                   41,550
     30,000  Remington Products Co. LLC,
             Series B, Senior Subordinated Note
             11.000%, due 05/15/06                                   24,000
    115,000  Samsonite Corp., Senior Subordinated Note
             10.750%, due 06/15/08                                   87,975
    165,000  Simmons Co., Series B, Senior Subordinated Note
             10.250%, due 03/15/09                                  153,450

                                                                    511,725

                                                                Value
   Par Value                                                   (Note 2)

CORPORATE NOTES AND BONDS (continued)

             Containers/Packaging - 2.93%
    105,000  Ball Corp., Senior Subordinated Note
             8.250%, due 08/01/08                          $         98,175
    100,000  Consolidated Container Co. LLC, Senior Note
             10.125%, due 07/15/09                                   90,000
     35,000  Gaylord Container Corp., Series B, Senior Note
             9.375%, due 06/15/07                                    22,050
     70,000  Gaylord Container Corp., Series B, Senior Note
             9.750%, due 06/15/07                                    44,100
    110,000  Gaylord Container Corp., Series B,
             Senior Subordinated Note
             9.875%, due 02/15/08                                    33,000
    255,000  Riverwood International Corp., Senior Note
             10.250%, due 04/01/06                                  248,625
     70,000  U.S. Can Corp., Series B, Senior Subordinated Note
             12.375%, due 10/01/10                                   68,775

                                                                    604,725

             Defense Electronics - 0.62%
    125,000  L-3 Communications Corp., Series B,
             Senior Subordinated Note (F)
             10.375%, due 05/01/07                                  127,813

             Durable Goods - 1.06%
    110,000  Hayes Wheels International, Inc., Senior Note
             11.000%, due 07/15/06                                   97,900

         10.125%, due 06/15/07                                   15,800
 65,000  Simonds Industries, Inc., Senior Subordinated Note
         10.250%, due 07/01/08                                   45,500

                                                                218,025

         Energy - 4.71%
110,000  Anacomp, Inc., Series B, Senior Subordinated Note (E)
         10.875%, due 04/01/04                                   15,950
155,000  Chesapeake Energy Corp., Series B, Senior Note
         9.625%, due 05/01/05                                   155,581
 75,000  Clark R&M, Inc., Senior Note
         8.625%, due 08/15/08                                    61,875
 45,000  Continental Resources, Inc., Senior Subordinated Note
         10.250%, due 08/01/08                                   40,275
100,000  Forest Oil Corp., Senior Subordinated Note
         10.500%, due 01/15/06                                  101,500
125,000  HS Resources, Inc., Senior Subordinated Note
         9.250%, due 11/15/06                                   124,688
 60,000  Ocean Energy, Inc., Series B, Senior Subordinated Note
         8.875%, due 07/15/07                                    60,825
 85,000  P&L Coal Holdings Corp., Series B, Senior Note
         8.875%, due 05/15/08                                    84,150
200,000  P&L Coal Holdings Corp., Series B, Senior Subordinated Note
         9.625%, due 05/15/08                                   194,500
 80,000  Pioneer Natural Resources Co., Senior Note
         9.625%, due 04/01/10                                    84,063
 15,000  Pride International, Inc., Senior Note
         10.000%, due 06/01/09                                   15,525
 35,000  Triton Energy, Ltd., 144A Senior Note (C)
         8.875%, due 10/01/07                                    35,044

                                                                973,976

         Finance - 3.84%
 30,000  DTI Holdings, Inc., Series B,
         Step Coupon Senior Discount Note (B)
         12.250%, due 03/01/08                                    9,600
230,000  Global Crossings Holdings, Ltd., Senior Note (D)
         9.625%, due 05/15/08                                   219,650
 30,000  Madison River Capital/Madison River Financial,
         Series B, Senior Note
         13.250%, due 03/01/10                                   21,600
195,000  Ono Finance PLC, Senior Note (D)
         13.000%, due 05/01/09                                  150,150
    150  Ono Finance PLC, Series A, 144A
         Zero Coupon (C)(D) 0.000%, due 05/31/09                 10,800
170,000  Silgan Holdings, Inc., Senior Subordinated Debenture
         9.000%, due 06/01/09                                   145,350
160,000  Thermadyne Holdings Corp.,
         Step Coupon Senior Discount Note (B)
         12.500%, due 06/01/08                                   48,000
 80,000  Thermadyne Manufacturing LLC / Capital Corp.,
         Senior Subordinated Note
         9.875%, due 06/01/08                                    57,600
145,000  Willis Corroon Corp., Senior Subordinated Note
         9.000%, due 02/01/09                                   131,587

                                                                794,337

         Health Care Services - 1.08%
 90,000  Alaris Medical Systems, Inc., Senior Subordinated Note
         9.750%, due 12/01/06                                    45,000

             8.750%, due 04/01/08                                    26,100
    150,000  Tenet Healthcare Corp., Senior Note
             8.000%, due 01/15/05                                   147,563

                                                                    222,863

             Industrials - 2.34%
     35,000  Actuant Corp., 144A Senior Subordinated Note (C)
             13.000%, due 05/01/09                                   34,300
     65,000  Blount, Inc., Senior Subordinated Note
             13.000%, due 08/01/09                                   54,925
    105,000  Flextronics International, Ltd.,
             144A Senior Subordinated Note (C)(D)
             9.875%, due 07/01/10                                   106,050
     50,000  General Binding Corp., Senior Note
             9.375%, due 06/01/08                                    38,500
    100,000  Moog, Inc., Series B, Senior Subordinated Note
             10.000%, due 05/01/06                                  100,000
     80,000  Numatics, Inc., Series B, Senior Subordinated Note
             9.625%, due 04/01/08                                    61,200
    100,000  Ocean Rig ASA, Senior Note (D)
             10.250%, due 06/01/08                                   88,250

                                                                    483,225

                                                                Value
   Par Value                                                   (Note 2)

CORPORATE NOTES AND BONDS (continued)

             Machinery - 0.92%
    100,000  Columbus McKinnon Corp., Senior Subordinated Note
             8.500%, due 04/01/08                          $         84,000
    100,000  R&B Falcon Corp., Senior Note
             9.500%, due 12/15/08                                   106,750

                                                                    190,750

             Media - 1.66%
     50,000  Allbritton Communications Co., Series B,
             Senior Subordinated Note
             9.750%, due 11/30/07                                    47,875
    125,000  AMFM, Inc.
             8.000%, due 11/01/08                                   125,312
    140,000  Ekabel Hessen GMBH, 144A Senior Note (C)(D)
             14.500%, due 09/01/10                                  132,300
     60,000  Satelites Mexicanos S.A., Series B, Senior Note (D)
             10.125%, due 11/01/04                                   37,800

                                                                    343,287

             Metals and Mining - 1.79%
     50,000  AK Steel Corp., Senior Note
             9.125%, due 12/15/06                                    49,000
     85,000  Commonwealth Industries, Inc. Senior Subordinated Note
             10.750%, due 10/01/06                                   79,050
    160,000  Kaiser Aluminum & Chemical Corp., Senior Note
             9.875%, due 02/15/02                                   134,400
     95,000  Metal Management, Inc., Senior Subordinated Note (E)
             10.000%, due 05/15/08                                    5,700
     50,000  Russel Metals, Inc., Yankee Senior Note (D)
             10.000%, due 06/01/09                                   46,000
     60,000  The Doe Run Resources Corp., Series B, Senior Note
             11.250%, due 03/15/05                                   30,600
     30,000  WCI Steel, Inc., Series B, Senior Note
             10.000%, due 12/01/04                                   24,450

                                                                    369,200

             Printing - 0.92%
    110,000  Hollinger International Publishing, Inc.
             Senior Subordinated Note
             9.250%, due 03/15/07                                   108,900
     50,000  World Color Press, Inc., Senior Subordinated Note
             8.375%, due 11/15/08                                    48,479
     35,000  World Color Press, Inc., Senior Subordinated Note
             7.750%, due 02/15/09                                    32,558

                                                                    189,937

             Recreation - 8.65%
    140,000  Agrosy Gaming Co., Senior Note
             10.750%, due 06/01/09                                  146,300
     55,000  Autotote Corp., 144A Senior Subordinated Note (C)
             12.500%, due 08/15/10                                   54,175
    150,000  Aztar Corp., Senior Subordinated Note
             8.875%, due 05/15/07                                   145,875
    110,000  Boyd Gaming Corp., Senior Subordinated Note
             9.500%, due 07/15/07                                   100,100
    190,000  Coast Hotels and Casinos, Inc., Senior Subordinated Note
             9.500%, due 04/01/09                                   187,150
    165,000  HMH Properties, Inc., Series C, Senior Note
             8.450%, due 12/01/08                                   156,750
    125,000  Horseshoe Gaming Holding Corp.,
             Series B, Senior Subordinated Note
             8.625%, due 05/15/09                                   120,625
     35,000  Isle of Capri Casinos, Inc., Senior Subordinated Note
             8.750%, due 04/15/09                                    31,763
     60,000  Mandalay Resort Group, Series B, Senior Subordinated Note
             10.250%, due 08/01/07                                   61,350
     40,000  Mandalay Resort Group, Senior Note
             9.500%, due 08/01/08                                    41,050
    160,000  MGM Mirage, Inc., Senior Subordinated Note
             9.750%, due 06/01/07                                   166,000
     40,000  MGM Mirage, Inc., Senior Note
             8.500%, due 09/15/10                                    39,264

         9.875%, due 07/01/10                                   165,412

                                                              1,787,126

         Retail - 2.34%
 75,000  Duane Reade, Inc., Senior Subordinated Note
         9.250%, due 02/15/08                                    63,750
 15,000  J Crew Group, Inc., Series B,
         Step Coupon Senior Discount (B)
         13.125%, due 10/15/08                                    8,700
125,000  J Crew Operating Corp., Senior Subordinated Note
         10.375%, due 10/15/07                                  108,750
 40,000  Jitney-Jungle Stores of America, Inc. (E)
         12.000%, due 03/01/06                                      600
 10,000  Jitney-Jungle Stores of America, Inc. (E)
         10.375%, due 09/15/07                                      100
 70,000  Musicland Group, Inc., Senior Subordinated Note
         9.000%, due 06/15/03                                    63,700
 55,000  Musicland Group, Inc., Series B, Senior Subordinated Note
         9.875%, due 03/15/08                                    44,000
230,000  Williams Scotsman, Inc., Senior Note
         9.875%, due 06/01/07                                   193,200

                                                                482,800

                                                                Value
   Par Value                                                   (Note 2)

CORPORATE NOTES AND BONDS (continued)

             Technology - 5.56%
$   110,000  Argo-Tech Corp., Senior Subordinated Note
             8.625%, due 10/01/07                          $         89,100
     50,000  Argo-Tech Corp., Series D,
             Senior Subordinated Note
             8.625%, due 10/01/07                                    40,500
     95,000  BE Aerospace, Inc., Series B,
             Senior Subordinated Note
             8.000%, due 03/01/08                                    87,875
     85,000  BE Aerospace, Inc., Senior Subordinated Note
             9.500%, due 11/01/08                                    83,300
     90,000  Buckeye Technologies, Inc.,
             Senior Subordinated Note
             8.000%, due 10/15/10                                    84,600
     75,000  Completel Europe N.V., Series B,
             Step Coupon Senior Discount Note (B)(D)
             14.000%, due 02/15/09                                   35,250
     60,000  Globix Corp., Senior Note
             12.500%, due 02/01/10                                   33,000
    175,000  K & F Industries, Inc., Series B,
             Senior Subordinated Note
             9.250%, due 10/15/07                                   167,125
    225,000  Level 3 Communications, Inc., Senior Note
             9.125%, due 05/01/08                                  181,687
    115,000  Metromedia Fiber Network, Inc.,
             Series B, Senior Note
             10.000%, due 11/15/08                                  101,775
     40,000  Metromedia Fiber Network, Inc.,
             Series B, Senior Note
             10.000%, due 12/15/09                                   35,500
    235,000  PSINet, Inc., Senior Note
             11.000%, due 08/01/09                                  113,388
    105,000  Unisys Corp., Senior Note
             7.875%, due 04/01/08                                    96,075

                                                                  1,149,175

             Telecommunications - 21.63%
    225,000  360networks, Inc., Yankee Senior Note (D)
             12.000%, due 08/01/09                                  177,750
     90,000  Adelphia Business Solutions, Inc.,
             Senior Subordinated Note
             12.000%, due 11/01/07                                   53,100
    125,000  Adelphia Communications Corp.,
             Series B, Senior Note
             8.375%, due 02/01/08                                   102,500
     60,000  Adelphia Communications Corp., Senior Note
             9.375%, due 11/15/09                                    51,300
    175,000  AT&T Canada, Inc.,
             Step Coupon Senior Discount Note (B)(D)
             9.950%, due 06/15/08                                   141,829
     25,000  Avalon Cable Holdings LLC,
             Step Coupon Senior Discount Note (B)
             11.875%, due 12/01/08                                   16,375
    125,000  Benedek Communications Corp., Step Coupon
             Senior Subordinated Discount Note (B)
             13.250%, due 05/15/06                                  106,250
    100,000  Cablevision Systems Corp.,
             Senior Subordinated Note
             9.250%, due 11/01/05                                   100,500
    110,000  Chancellor Corp., Series B,
             Senior Subordinated Note
             8.750%, due 06/15/07                                   111,925
    120,000  Citadel Broadcasting Co.,
             Senior Subordinated Note
             9.250%, due 11/15/08                                   110,700
     15,000  Classic Cable, Inc.,
             144A Senior Subordinated Note (C)
             10.500%, due 03/01/10                                  12,375
    125,000  COLT Telecom Group PLC,
             Step Coupon Senior Discount Note (B)(D)
             12.000%, due 12/15/06                                  113,125
     90,000  Crown Castle International Corp., Senior Note
             10.750%, due 08/01/11                                   92,250
     50,000  Cumulus Media, Inc., Senior Subordinated Note
             10.375%, due 07/01/08                                   40,000
     60,000  Dobson Communications Corp., Senior Note
             10.875%, due 07/01/10                                   57,600
    150,000  Echostar Broadband Corp.,
             144A Senior Note (C)
             10.375%, due 10/01/07                                  150,375
    190,000  Echostar DBS Corp., Senior Note
             9.375%, due 02/01/09                                   186,675
    150,000  Energis PLC, Senior Note (D)
             9.750%, due 06/15/09                                   143,250
    165,000  Esat Telecom Group PLC,
             Series B, Yankee Senior Note (D)
             11.875%, due 12/01/08                                  194,700
     55,000  Focal Communications Corp.,
             Series B, Step Coupon Senior Discount Note
             12.125%, due 02/15/08                                   27,500
     75,000  Focal Communications Corp.,
             144A Series B, Senior Note (C)
             11.875%, due 01/15/10                                   57,750
    100,000  Fox Sports Networks, LLC, Senior Note
             8.875%, due 08/15/07                                   100,500
     40,000  FrontierVision Holdings LP,
             Step Coupon Subordinated Note (B)
             11.875%, due 09/15/07                                   33,400
     75,000  FrontierVision Operating Partners LP,
             Senior Subordinated Note
             11.000%, due 10/15/06                                   72,000
     36,000  Granite Broadcasting Corp.,
             Senior Subordinated Note
             10.375%, due 05/15/05                                   26,640
    175,000  GT Group Telecom, Inc.,
             144A Step Coupon Senior Discount Note (B)(D)
             13.250%, due 02/01/10                                   63,875
    135,000  Insight Midwest/Insight Capital, Inc., Senior Note
             9.750%, due 10/01/09                                   131,288
    125,000  Jazztel PLC, Yankee Senior Note (D)
             14.000%, due 04/01/09                                   91,250
     25,000  Level 3 Communications, Inc.
             10.750%, due 03/15/08                                   18,139

                                                                Value
   Par Value                                                   (Note 2)

CORPORATE NOTES AND BONDS (continued)

$   325,000  LIN Holdings Corp., 144A Step Coupon
             Senior Discount Note (B)(C)
             10.000%, due 03/01/08                         $        229,125
    155,000  MGC Communications, Inc.,
             144A Senior Note (C)
             13.000%, due 04/01/10                                   86,800
    175,000  NTL Communications Corp.,
             Step Coupon Senior Note
             12.375%, due 10/01/03                                  102,375
     50,000  NTL Communications Corp.,
             Step Coupon Senior Note (B)(F)
             9.750%, due 04/15/09                                    36,259
    180,000  NTL, Inc., Senior Note
             9.750%, due 04/01/08                                   100,800
    230,000  Paxson Communications Corp.,
             Senior Subordinated Note
             11.625%, due 10/01/02                                  235,175
    125,000  Pecunia 1 Vermogensverwaltung,
             144A Senior Note (C)(D)
             14.000%, due 07/15/10                                  119,375
     59,000  PTC International Finance II S.A.,
             144A Senior Subordinated Note (C)(D)
             11.250%, due 12/01/09                                   53,100
     65,000  Spectrasite Holdings, Inc.,
             Step Coupon Senior Discount Note
             12.000%, due 07/15/08                                   42,412
    175,000  Spectrasite Holdings, Inc.,
             Step Coupon Senior Discount Note
             11.250%, due 04/15/09                                   90,344
     45,000  Spectrasite Holdings, Inc.,
             Series B, Senior Discount Note
             10.750%, due 03/15/10                                   41,400
    170,000  Tele1 Europe B.V., Yankee Senior Note (D)
             13.000%, due 05/15/09                                  142,800
     70,000  TeleCorp PCS, Inc., Senior Subordinated Note
             10.625%, due 07/15/10                                   69,825
    150,000  Telemundo Holdings, Inc.,
             Series B, Step Coupon Senior Discount Note
             11.500%, due 08/15/08                                  108,750
    120,000  Time Warner Telecom, Inc., Senior Note
             9.750%, due 07/15/08                                   106,200
    190,000  United Pan-Europe,
             Series B, Yankee Senior Note (D)
             10.875%, due 08/01/09                                  140,600
     45,000  VSTR Wire Co./VSTR Wire Holdings,
             Senior Note
             10.375%, due 11/15/09                                   48,150
     55,000  XM Satellite Radio Holdings, Inc.,
             144A Senior Note (C)
             14.000%, due 03/15/10                                   37,950
    105,000  Young Broadcasting, Inc.,
             Series B, Senior Subordinated
             8.750%, due 06/15/07                                    94,500

                                                                  4,470,861

             Transportation - 0.62%
    115,000  GulfMark Offshore, Inc., Senior Note
             8.750%, due 06/01/08                                   108,675
     20,000  Kansas City Southern Railway Co.,
             144A Senior Note (C)
             9.500%, due 10/01/08                                    20,300

                                                                    128,975

             Waste Disposal - 0.51%
     65,000  Allied Waste North America, Inc.,
             Series B Senior Note
             7.625%, due 01/01/06                                    57,850
     55,000  Allied Waste North America, Inc.,
             Series B Senior Suordinate Note
             10.000%, due 08/01/09                                   47,025

                                                                    104,875

             Total Corporate Notes and Bonds                     17,892,138
              ( Cost $20,744,465 )

                                                                   Value
Shares                                                            (Note 2)

COMMON STOCKS - 0.30%
             Communication - 0.11%
        405  Allegiance Telecom, Inc. *                    $         12,728
        491  Versatel Telecom International N.V., ADR *               9,820

                                                                     22,548

             Retail - 0.07%
        950  Pathmark Stores, Inc. *                                 14,903

             Technology - 0.12%
      3,390  Completel Europe N.V. *                                 25,425

             Total Common Stocks                                     62,876

         Communication - 0.17%
 43,660  Rural Cellular Corp., Series B, 11.375% PIK             34,655

         Finance - 0.54%
120,000  Fresenius Med Care Capital Trust II, 7.75%             111,600

         Media - 0.70%
 29,316  Cablevision Systems Corp., Series M                     31,222
  1,350  PRIMEDIA, Inc., Series H, 8.625%                       113,400

                                                                144,622

         Telecommunications - 0.45%
 92,420  Crown Castle International Corp., 12.75% PIK            91,958

         Total Preferred Stocks                                 382,835

             Communication - 0.09%
        175  GT Group Telecom, Inc. *                                 8,750
         90  Jazztel PLC, 144A (C)*                                   5,433
        110  Motient Corp., 144A (C)*                                 3,850

                                                                     18,033

             Finance - 0.00%
        275  DTI Holdings, Inc., 144A (C)*                                3

             Retail - 0.01%
        672  Pathmark Stores, Inc. *                                  3,024

             Telecommunications - 0.03%
         55  XM Satellite Radio Holdings, Inc. *                      6,600

             Total Warrants and Rights                               27,660

             ( Cost $12,940 )

   Par Value

CERTIFICATE OF DEPOSIT - 11.72%

  2,422,667  State Street Eurodollar
             6.000%, due 11/01/00                                 2,422,667

             Total Certificate of Deposit                         2,422,667

             ( Cost $2,422,667 )

TOTAL INVESTMENTS - 100.59%                                      20,788,176
 ( Cost $23,621,165** )
NET OTHER ASSETS AND LIABILITIES - (0.59)%                         (122,807)

TOTAL NET ASSETS - 100.00%                                 $     20,665,369

                                                                   Value
   Shares                                                         (Note 2)

COMMON STOCKS - 96.33%

             Basic Materials - 2.32%
     44,000  Dow Chemical Co.                              $      1,347,500
     31,100  Georgia-Pacific Group                                  835,813
     31,000  PPG Industries, Inc.                                 1,383,375

                                                                  3,566,688

             Capital Goods - 8.47%
     54,000  Emerson Electric Co.                                 3,965,625
     67,900  Honeywell International, Inc.                        3,653,869
     25,600  Minnesota Mining and Manufacturing Co.               2,473,600
     42,000  United Technologies Corp.                            2,932,125

                                                                 13,025,219

             Communication Services - 6.10%
     35,500  ALLTEL Corp.                                         2,287,531
     78,968  AT&T Corp.                                           1,831,071
     60,000  Sprint Corp.                                         1,530,000
     38,520  Verizon Communications                               2,226,937
     63,500  WorldCom, Inc. *                                     1,508,125

                                                                  9,383,664

             Consumer Cyclical - 2.24%
     31,638  Dana Corp.                                             701,968
     36,300  Sears, Roebuck & Co.                                 1,079,199
     36,700  Wal-Mart Stores, Inc.                                1,665,263

                                                                  3,446,430

             Consumer Staples - 15.96%
     78,100  CVS Corp.                                            4,134,419
     54,500  General Mills, Inc.                                  2,275,375
     57,800  Kimberly-Clark Corp.                                 3,814,800
    131,500  Kroger Co. *                                         2,966,969
     82,900  McDonald's Corp.                                     2,569,900
     33,400  Nabisco Holdings Corp., Class A                      1,805,687
     35,700  PepsiCo, Inc.                                        1,729,219
     87,400  Sara Lee Corp.                                       1,884,562
     94,000  Walt Disney Co.                                      3,366,375

                                                                 24,547,306

             Energy - 6.75%
     30,406  BP Amoco PLC, ADR                                    1,548,806
     17,600  Exxon Mobil Corp.                                    1,569,700
     35,500  Schlumberger, Ltd.                                   2,702,437
     26,200  Texaco, Inc.                                         1,547,437
      7,252  Transocean Sedco Forex, Inc.                           384,356
     33,300  Unocal Corp.                                         1,136,363
     55,100  USX-Marathon Group                                   1,498,031

                                                                 10,387,130

             Finance - 12.15%
    123,000  Allstate Corp.                                       4,950,750
     33,192  Bank of America Corp.                                1,595,291
     55,570  Bank One Corp.                                       2,028,305
     62,466  Citigroup, Inc.                                      3,287,273
     27,300  First Union Corp.                                      827,531
     52,000  Household International, Inc.                        2,616,250
     26,100  Morgan Stanley Dean Witter & Co.                     2,096,156
     23,700  Wachovia Corp.                                       1,279,800

                                                                 18,681,356

             Healthcare - 10.93%
     61,400  American Home Products Corp.                         3,898,900
     53,600  Baxter International, Inc.                           4,405,250
     77,300  Bristol-Myers Squibb Co.                             4,710,469
     25,300  Glaxo Wellcome PLC, ADR                              1,472,144
     25,200  Johnson & Johnson                                    2,321,550

                                                                 16,808,313

             Technology - 26.68%
     19,516  Agilent Technologies, Inc. *                           903,835
     52,400  Automatic Data Processing, Inc.                      3,422,375
     58,700  Compaq Computer Corp.                                1,785,067
     63,100  Computer Associates International, Inc.              2,011,312
     50,700  Computer Sciences Corp. *                            3,194,100
     56,300  EMC Corp. *                                          5,014,219
     64,300  Harris Corp.                                         2,037,506
     68,600  Hewlett-Packard Co.                                  3,185,612
     37,900  Intel Corp.                                          1,705,500
     38,500  International Business Machines Corp.                3,792,250
    102,691  Koninklijke (Royal) Philips
             Electronics N.V., ADR *                              4,101,222
     26,600  Lanier Worldwide, Inc. *                                18,288
    122,000  Motorola, Inc.                                       3,042,375
     72,400  Nortel Networks Corp.                                3,294,200
     67,400  Texas Instruments, Inc.                              3,306,812
     24,900  Xerox Corp.                                            210,094

                                                                 41,024,767

             Transportation - 0.96%
     21,500  Burlington Northern Santa Fe Corp.                     571,094
     19,000  Delta Air Lines, Inc.                                  897,750

                                                                  1,468,844

             Utilities - 3.77%
     27,200  Duke Energy Corp.                                    2,351,100
     32,000  PG&E Corp.                                             862,000
     62,000  Williams Cos., Inc.                                  2,592,375

                                                                  5,805,475

             Total Common Stocks                                148,145,192

  5,274,061  SSGA Prime Money Market Fund                         5,274,061

             Total Investment Company                             5,274,061
              ( Cost $5,274,061 )

TOTAL INVESTMENTS  - 99.76%                                     153,419,253
 ( Cost $140,125,402** )
NET OTHER ASSETS AND LIABILITIES  - 0.24%                           366,891

TOTAL NET ASSETS  - 100.00%                                    $153,786,144

                                                                Value
   Shares                                                      (Note 2)
COMMON STOCKS - 96.10%

             Basic Materials - 2.65%
     24,000  Praxair, Inc.                                 $        894,000
     28,000  Rohm and Haas Co.                                      841,750
     20,000  Willamette Industries, Inc.                            726,250

                                                                  2,462,000

             Capital Goods - 8.01%
     40,000  Dover Corp.                                          1,697,500
     30,000  Illinois Tool Works, Inc.                            1,666,875
     60,000  Pall Corp.                                           1,293,750
     17,400  SCI Systems, Inc. *                                   748,200
     36,000  Tyco International, Ltd.                             2,040,750

                                                                  7,447,075

             Communication Services - 6.58%
     42,000  AT&T Wireless Group *                                1,047,375
     38,000  CenturyTel, Inc.                                     1,463,000
      8,800  Sprint Corp. (PCS Group) *                             335,500
     29,000  Telefonos de Mexico SA, ADR, Class L                 1,564,188
     40,000  Vodafone Group, PLC, ADR                             1,702,500

                                                                  6,112,563

             Consumer Cyclical - 9.27%
     76,800  IMS Health, Inc.                                     1,814,400
     25,300  Lowe's Cos., Inc.                                    1,155,894
     83,500  PRIMEDIA, Inc. *                                       944,594
     90,200  Target Corp.                                         2,491,775
     26,200  Tiffany & Co.                                        1,118,412
     40,200  TJX Cos., Inc.                                       1,095,450

                                                                  8,620,525

             Consumer Staples - 7.67%
     33,500  Brinker International, Inc. *                        1,314,875
     63,700  Cox Communications, Inc., Class A *                  2,806,782
     18,100  Nabisco Holdings Corp., Class A                        978,531
     37,100  Safeway, Inc. *                                      2,028,906

                                                                  7,129,094

             Energy - 6.63%
     44,500  Grant Prideco, Inc. *                                  826,031
     18,500  Kerr-McGee Corp.                                     1,208,281
     40,200  Unocal Corp.                                         1,371,825
     43,200  USX-Marathon Group                                   1,174,500
     43,400  Weatherford International, Inc.                      1,584,100

                                                                  6,164,737

             Finance - 14.44%
     55,000  ACE, Ltd.                                            2,158,750
     51,000  Associates First Capital Corp., Class A              1,893,375
     31,966  Citigroup, Inc.                                      1,682,210
     23,300  Countrywide Credit Industries, Inc.                    872,294
     45,700  Freddie Mac                                          2,742,000
     16,700  MBIA, Inc.                                           1,213,881
     28,000  SunTrust Banks, Inc.                                 1,366,750
     32,300  Wells Fargo & Co.                                    1,495,894

                                                                 13,425,154

             Healthcare - 8.89%
     13,800  Aetna, Inc.                                            797,813
     18,800  ALZA Corp. *                                         1,521,625
     87,400  Boston Scientific Corp. *                            1,392,937
     38,700  Elan Corp. PLC, ADR *                                2,009,981
     12,400  Genzyme Corp. *                                        880,400
     21,113  Pharmacia Corp.                                      1,161,215
     10,000  QLT, Inc. *                                            497,344

                                                                  8,261,315

             Technology - 27.69%
     37,700  3Com Corp.                                             669,175
     84,800  ADC Telecommunications, Inc. *                       1,812,600
     72,200  Autodesk, Inc.                                       1,592,912
     79,200  Cadence Design Systems, Inc. *                       2,034,450
     30,500  Compuware Corp. *                                      240,188
     32,100  Conexant Systems, Inc.                                 844,631
     25,400  Dallas Semiconductor Corp.                           1,006,475
     35,100  EMC Corp. *                                          3,126,094
     46,700  Gateway, Inc. *                                      2,410,187
     84,500  Keane, Inc. *                                        1,098,500
     18,200  Micron Technology, Inc. *                              632,450
     50,873  Palm, Inc. *                                         2,724,885
     85,500  PeopleSoft, Inc. *                                   3,731,273
     27,200  Seagate Technology, Inc. *                           1,900,600
     39,200  Texas Instruments, Inc.                              1,923,250

                                                                 25,747,670

             Transportation - 1.55%
     25,700  FedEx Corp. *                                        1,204,302
     12,600  Midwest Express Holdings, Inc. *                       239,400

                                                                  1,443,702

             Utilities - 2.72%
     17,700  El Paso Energy Corp.                                 1,109,569
     34,000  Williams Cos., Inc.                                  1,421,625

                                                                  2,531,194

             Total Common Stocks                                 89,345,029
             ( Cost $74,099,632 )

INVESTMENT COMPANY - 4.76%
  4,425,734  SSGA Prime Money Market Fund                         4,425,734

             Total Investment Company                             4,425,734
              ( Cost $4,425,734 )

   Par Value

CERTIFICATE OF DEPOSIT - 0.11%
    100,000  State Street Eurodollar
             6.000%, due 11/01/00                                   100,000

             Total Certificate of Deposit                           100,000

             ( Cost $100,000 )
TOTAL INVESTMENTS  - 100.97%                                     93,870,763
 ( Cost $78,625,366** )
NET OTHER ASSETS AND LIABILITIES  - (0.97)%                        (900,024)

TOTAL NET ASSETS  - 100.00%                                     $92,970,739

                                                                Value
   Shares                                                      (Note 2)

COMMON STOCKS - 91.06%

             Capital Goods - 5.35%
         30  Capstone Turbine Corp. *                      $          1,665
        450  Embraer - Empresa Brasileira
             de Aeronautica, S.A., ADR                               13,022
        600  General Dynamics Corp.                                  42,938
      3,270  General Electric Co.                                   179,237
         20  Leica Geosystems AG *                                    5,674
     18,540  Tyco International, Ltd.                             1,050,986
      4,000  United Technologies Corp.                              279,250

                                                                  1,572,772

             Communication Services - 0.05%
        400  Comcast Corp. *                                         16,300

             Consumer Services - 0.46%
      1,350  Research in Motion, Ltd. *                             135,000

             Consumer Staples - 1.83%
      2,600  Philip Morris Cos., Inc.                                95,225
      1,550  Procter & Gamble Co.                                   110,728
      2,600  RadioShack Corp.                                       155,025
      2,110  Safeway, Inc. *                                        115,391
        300  SYSCO Corp.                                             15,470
      1,000  Walgreen Co.                                            45,625

                                                                    537,464

             Energy - 2.48%
        200  Anadarko Petroleum Corp.                                12,810
      2,910  Baker Hughes, Inc.                                     100,031
      1,560  Coastal Corp.                                          117,682
      1,240  Enron Corp.                                            101,758
      3,680  EOG Resources, Inc.                                    144,900
      1,880  Global Marine, Inc. *                                   49,820
      3,020  Noble Drilling Corp. *                                 125,519
      1,450  Transocean Sedco Forex, Inc.                            76,850

                                                                    729,370

             Finance - 2.80%
      1,150  ACE, Ltd.                                               45,138
      7,680  Citigroup, Inc.                                        404,160
      1,500  Freddie Mac                                             90,000
      1,560  Household International, Inc.                           78,487
      2,560  Morgan Stanley Dean Witter & Co.                       205,600

                                                                    823,385

             Financial Services - 15.22%
      3,400  AFLAC, Inc.                                            248,412
      5,600  American International Group, Inc.                     548,800
        510  Arthur J. Gallagher & Co.                               32,194
      2,420  AXA Financial, Inc.                                    130,831
             Financial Services (continued)
      1,790  Bear Stearns Cos, Inc.                                 108,519
      1,020  Biotech Holders Trust, ADR                             180,922
      1,210  Capital One Financial Corp.                             76,381
        535  Charter One Financial, Inc.                             12,272
      1,470  Chubb Corp.                                            124,123
        800  CIGNA Corp.                                             97,560
      2,500  Comerica, Inc.                                         150,781
      1,550  Fannie Mae                                             119,350
      3,250  Golden West Financial Corp.                            182,203
      1,890  Goldman Sachs Group, Inc.                              188,646
        550  Hartford Financial Services Group, Inc.                 40,941
      1,780  Lehman Brothers Holdings, Inc.                         114,810
      2,080  Marsh & McLennan Cos., Inc.                            271,960
      1,680  MBNA Corp.                                              63,105
      3,060  Mellon Financial Corp.                                 147,645
      5,900  Merrill Lynch & Co., Inc.                              413,000
      1,620  Northern Trust Corp.                                   138,308
        400  PMI Group, Inc.                                         29,550
      2,830  PNC Financial Services Group                           189,256
      2,980  Providian Financial Corp.                              309,920
      1,400  St. Paul Cos., Inc.                                     71,750
        400  State Street Corp.                                      49,896
      2,900  UnumProvident Corp.                                     81,925
        300  USA Education, Inc.                                     16,763
      4,090  Washington Mutual, Inc.                                179,960
      2,000  XL Capital, Ltd.                                       153,750

                                                                  4,473,533

             Healthcare - 16.14%
         20  3 Dimensional Pharmaceuticals, Inc. *                      478
      2,720  Abbott Laboratories                                    143,650
      1,550  Abgenix, Inc.  *                                       122,256
        300  Albany Molecular Research, Inc. *                       17,438
      1,100  Allergan, Inc.                                          92,469
      4,185  ALZA Corp. *                                           338,723
      3,480  Andrx Group *                                          250,560
        320  ArthroCare Corp. *                                       7,260
      1,320  BioSource International, Inc. *                         28,133
        400  Biovail Corp. *                                         16,825
      3,270  Cardinal Health, Inc.                                  309,832
        400  Celgene Corp. *                                         25,750
         40  Ciphergen Biosystems, Inc. *                             1,240
      1,100  Community Health Care *                                 31,006
      4,010  Genentech, Inc. *                                      330,825
      6,320  HCA-The Healthcare Co.                                 252,405
      2,060  Human Genome Sciences, Inc. *                          182,085
        400  IDEC Pharmaceuticals Corp. *                            78,450
        430  Illumina, Inc. *                                        13,975
      1,200  ImClone Systems, Inc. *                                 65,625
      3,130  Immunex Corp. *                                        133,221
      3,040  IVAX Corp. *                                           132,240
      1,180  McKesson HBOC, Inc.                                     33,114
        660  Medarex, Inc. *                                         40,342
      2,160  Millennium Pharmaceuticals, Inc. *                     156,735
        840  Mylan Laboratories, Inc.                                23,520

                                                                Value
   Shares                                                      (Note 2)

COMMON STOCKS (continued)

             Healthcare (continued)
      4,175  PE Corp.-PE Biosystems Group                  $        488,475
        380  Pfizer, Inc.                                            16,411
        400  Protein Design Labs, Inc. *                             54,031
      1,440  Quest Diagnostics, Inc. *                              138,600
      2,580  Sepracor, Inc. *                                       175,762
      8,470  Serono, S.A., ADR *                                    191,634
        900  Shire Pharmaceuticals Group PLC *                       56,587
      2,250  Tenet Healthcare Corp.                                  88,453
      4,430  Teva Pharmaceutical Industries, Ltd., ADR              261,924
      2,570  Waters Corp. *                                         186,486
      3,190  Watson Pharmaceuticals, Inc. *                         199,574
        500  Wellpoint Health Networks, Inc. *                       58,469

                                                                  4,744,563

             Technology - 36.11%
      2,455  Ariba, Inc. *                                          310,251
      1,380  ARM Holdings PLC *                                      13,616
      7,600  ARM Holdings PLC, ADR *                                228,000
      1,680  Automatic Data Processing, Inc.                        109,725
      5,735  BEA Systems, Inc. *                                    411,486
      2,240  Brocade Communications Systems, Inc. *                 509,320
      5,750  Check Point Software Technologies, Ltd. *              910,656
     23,015  Cisco Systems, Inc. *                                1,239,933
        500  Computer Network Technology Corp. *                     15,195
        930  Conductus, Inc. *                                        8,661
        459  Cybear Group *                                             315
      8,120  EMC Corp. *                                            723,187
      1,100  Emulex Corp. *                                         161,563
      3,530  Extreme Networks, Inc. *                               292,769
      3,520  Flextronics International, Ltd. *                      133,760
        700  Handspring, Inc. *                                      50,619
      2,265  i2 Technologies, Inc. *                                385,050
      2,700  Intel Corp.                                            121,500
      1,900  Interwoven, Inc. *                                     191,425
        260  JNI Corp. *                                             23,156
      2,060  Juniper Networks, Inc. *                               401,700
      2,805  Mercury Interactive Corp. *                            311,355
        600  Micron Technology, Inc. *                               21,111
      2,110  Microsoft Corp. *                                      145,326
      1,060  Network Appliance, Inc. *                              126,140
     13,557  Nortel Networks Corp.                                  616,844
     36,400  Oracle Corp. *                                       1,201,200
        925  Palm, Inc. *                                            49,545
      1,280  Rational Software Corp. *                               76,400
         10  Resonate, Inc. *                                           424
      5,090  Siebel Systems, Inc. *                                 534,132
      5,545  Sun Microsystems, Inc. *                               614,802
         40  Vastera, Inc. *                                            710
      2,085  VeriSign, Inc. *                                       275,220
      2,830  VERITAS Software Corp. *                               399,074

                                                                 10,614,170

             Telecommunications - 4.72%
      5,670  CIENA Corp. *                                          596,059
        500  Comverse Technology, Inc. *                             55,875
      6,435  Corning, Inc.                                          492,277
         40  Cosine Communications, Inc. *                            1,322
        640  EchoStar Communications Corp., Class A *                28,960
      3,400  Nokia Oyj, ADR                                         145,350
      1,040  QUALCOMM, Inc. *                                        67,714

                                                                  1,387,557

             Utilities - 5.88%
      5,920  AES Corp. *                                            334,480
        950  American Electric Power Co., Inc.                       39,425
      6,230  Calpine Corp. *                                        491,781
      2,200  Constellation Energy Group                              91,712
        400  DTE Energy Co.                                          14,450
      2,400  Duke Energy Corp.                                      207,450
      1,930  Dynegy, Inc., Class A                                   89,383
      1,000  El Paso Energy Corp.                                    62,688
      2,500  Exelon Corp. *                                         150,312
        500  FPL Group, Inc.                                         33,000
      1,400  Public Service Enterprise Group, Inc.                   58,100
      2,600  Reliant Energy, Inc.                                   107,412
      1,000  Southern Co.                                            29,375
        650  Southern Energy, Inc. *                                 17,713
        150  TNPC, Inc. *                                             2,494

                                                                  1,729,775

             Miscellaneous - 0.02%
        400  Grupo Aeroportuario
             del Sureste, S.A. de C.V. *                              5,950

             Total Common Stocks                                 26,769,839
              ( Cost $25,676,641 )

   Par Value

CERTIFICATE OF DEPOSIT - 11.26%

  3,309,116  State Street Eurodollar
             6.000%, due 11/01/00                                 3,309,116

             Total Certificate of Deposit                         3,309,116

             ( Cost $3,309,116 )

TOTAL INVESTMENTS - 102.32%                                      30,078,955

( Cost $28,985,757** )
NET OTHER ASSETS AND LIABILITIES  - (2.32)%                        (681,704)

TOTAL NET ASSETS  - 100.00%                                $    $29,397,251

                                                                Value
   Shares                                                      (Note 2)
 COMMON STOCKS - 89.97%
             Australia - 1.09%
      8,400  Cochlear, Ltd.                                $        117,997
     88,931  Telstra Corp., Ltd.                                    290,229

                                                                    408,226

             Belgium - 2.10%
      2,400  Ackermans & van Haaren N.V.                             72,280
      8,113  Creyf's N.V.                                           209,650
         13  Creyf's N.V.                                                 0
      3,281  Dexia                                                  493,118
        100  Dexia                                                   15,233

                                                                    790,281

             Brazil - 1.92%
      2,700  Companhia Brasileira de Distribuicao
             Grupo Pao de Acucar, ADR                                96,187
      7,200  Companhia de Bebidas das Americas, ADR                 162,450
     11,800  Companhia Paranaense
             de Energia-Copel, ADR                                  106,937
      3,900  Embratel Participacoes, S.A., ADR                       63,131
      3,000  Petroleo Brasileiro, S.A., ADR *                        87,188
      6,814  Tele Norte Leste Participacoes, S.A., ADR              150,766
      1,700  Telesp Celular Participacoes, S.A., ADR                 53,763

                                                                    720,422

             Chile - 0.33%
      5,900  Administradora de Fondas
             de Pensiones Provida, S.A., ADR                        125,375

             Finland - 1.93%
      7,700  Amer Group, Ltd.                                       171,197
     14,660  UPM-Kymmene Oyj                                        414,890
      7,500  Vaisala Oyj *                                          140,019

                                                                    726,106

             France - 5.61%
      3,850  BNP Paribas, S.A. *                                    331,939
      3,800  Carbone-Lorraine, S.A.                                 162,201
     30,300  European Aeronautic
             Defence and Space Co. *                                617,102
      2,504  Groupe Danone *                                        350,183
      2,700  Neopost, S.A. *                                         51,805
      3,893  Suez Lyonnaise des Eaux, S.A.                          593,987

                                                                  2,107,217

             Germany - 7.29%
      9,180  BASF AG                                                359,905
      5,587  Bayer AG                                               242,509
      5,800  Bayerische Hypo- und Vereinsbank AG                    318,692
     16,100  DaimlerChrysler AG                                     741,872
     12,100  Deutsche Telekom AG                                    454,362
      5,600  Hawesko Holding AG                                      77,460
      3,011  Techem AG *                                             73,588
     33,000  ThyssenKrupp AG                                        470,464

                                                                  2,738,852

             Greece - 0.26%
      2,300  Cosmote, S.A. *                                         17,243
      1,400  Hellenic Telecommunications
             Organization, S.A., ADR                                 12,250
      3,811  Hellenic Telecommunications
             Organization, S.A.                                      66,571

                                                                     96,064

             Hong Kong - 1.47%
      7,320  China Mobile (Hong Kong), Ltd., ADR *                  224,175
    154,000  Esprit Holdings, Ltd.                                  132,299
     30,000  Shaw Brothers (Hong Kong), Ltd.                         20,195
    186,000  Tingyi (Cayman Islands) Holdings Corp.                  22,418
     36,000  VTech Holdings, Ltd.                                    67,624
     47,000  Yue Yuen Industrial Holdings, Ltd.                      87,383

                                                                    554,094

             Hungary - 0.30%
      1,030  Gedeon Richter Rt.                                      50,096
      2,650  Magyar Tavkozlesi Rt., ADR                              62,275

                                                                    112,371

             India - 1.39%
      1,300  Hindalco Industries, Ltd., GDR                          19,842
      3,250  Hindalco Industries, Ltd.                               49,591
        430  Infosys Technologies, Ltd.                              65,809
      4,500  ITC, Ltd.                                               73,175
      4,300  Larsen & Toubro, Ltd., GDR, 144A (C)                    27,205
     20,000  Mahanagar Telephone Nigam, Ltd.                         60,198
     16,400  Reliance Industries, Ltd.                              106,130
      3,600  Satyam Computer Services, Ltd.                          23,612
     27,600  State Bank of India                                     96,625

                                                                    522,187

             Indonesia - 0.13%
     27,500  PT Hanjaya Mandala Sampoerna                            32,319
    150,000  PT Indah Kiat Pulp & Paper Corp. Tbk *                  16,426

                                                                     48,745

             Ireland - 0.60%
    184,500  Waterford Wedgwood PLC                                 225,456

             Israel - 0.44%
     25,500  Bank Hapoalim, Ltd.                                     64,505
        460  Check Point Software Technologies, Ltd. *               72,852
      4,500  Partner Communications Co., Ltd., ADR *                 27,000

                                                                    164,357

             Italy - 2.61%
     77,400  ENI SpA                                                419,049
      8,600  Industrie Natuzzi SpA, ADR                             102,125
     14,700  Interpump Group SpA                                     61,374
     73,011  Telecom Italia SpA                                     397,146

                                                                    979,694

                                                                Value
   Shares                                                      (Note 2)

COMMON STOCKS (continued)

             Japan - 17.99%
      1,200  ADERANS Co., Ltd.                             $         43,880
     33,000  Dai Nippon Printing Co., Ltd.                          517,161
      5,000  Diamond Lease Co., Ltd.                                 59,433
     12,000  Fuji Photo Film Co., Ltd.                              445,402
      6,000  Hitachi Medical Corp.                                   61,531
     47,000  Hitachi, Ltd.                                          503,964
      1,500  Hokuto Corp.                                            47,565
      8,000  Honda Motor Co., Ltd.                                  276,406
      2,000  I S B Corp.                                             20,529
      3,900  IMPACT 21 Co., Ltd.                                     45,500
     12,000  Ito-Yokado Co., Ltd.                                   542,180
      7,000  Japan Digital Laboratory Co., Ltd.                      92,700
      1,000  Kawasumi Laboratories, Inc.                              9,211
      2,000  KOSE Corp.                                              69,468
      4,000  Maruichi Steel Tube, Ltd.                               56,784
     33,000  Matsushita Electric Industrial Co., Ltd.               958,713
      1,500  Meitec Corp.                                            62,961
      3,000  Ministop Co., Ltd.                                      61,311
      4,000  Nippon Ceramic Co., Ltd.                                66,022
     12,000  Nippon Shinyaku Co., Ltd.                              117,674
         55  Nippon Telegraph and Telephone Corp.                   500,527
     20,000  Nomura Securities Co., Ltd.                            424,323
     32,000  Sankyo Co., Ltd.                                       705,311
      3,000  Secom Techno Service Co., Ltd.                          65,985
     41,000  Sumitomo Bank, Ltd.                                    497,869
     49,000  Sumitomo Corp.                                         431,105
         40  Yoshinoya D&C Co., Ltd.                                 75,150

                                                                  6,758,665

             Mexico - 2.91%
     52,700  Carso Global Telecom *                                 117,662
      3,776  Cemex S.A. de C.V., ADR                                 79,768
      3,190  Fomento Economico Mexicano,
             S.A. de C.V., ADR                                      121,818
     34,500  Grupo Aeroportuario del Sureste,
             S.A. de C.V., Series B *                                51,231
     84,300  Grupo Financiero Banamex Accival,
             S.A. de C.V., Class O *                                131,001
     33,000  Grupo Financiero Banorte,
             S.A. de C.V., Class O *                                 49,280
      9,400  Grupo Iusacell S.A. de C.V., ADR *                     122,200
      2,200  Grupo Televisa, S.A., GDR *                            119,075
     14,100  Kimberly-Clark de Mexico,
             S.A. de C.V., Class A                                   36,052
      1,400  Telefonos de Mexico SA, ADR, Class L                    75,513
      7,200  Tubos de Acero de Mexico, S.A., ADR                    109,512
     35,000  Wal-Mart de Mexico
             S.A. de C.V., Series C *                                79,791

                                                                  1,092,903

             Netherlands - 4.58%
      2,800  Beter Bed Holding N.V.                                  29,226
     21,700  Fortis N.V.                                            662,926
      2,600  Fugro N.V.                                             153,232
      6,731  Hunter Douglas N.V.                                    193,057
      5,900  Internatio-Muller N.V.                                 115,155
        300  Kempen & Co N.V.                                        18,457
      7,663  Koninklijke (Royal) Philips
             Electronics N.V. *                                     301,146
      6,300  N.V. Holdingmaatschappij De Telegraaf                  125,101
      2,200  PinkRoccade N.V.                                       122,283

                                                                  1,720,583

             Norway - 1.35%
      6,300  Ekornes ASA                                             47,527
      1,710  Hands ASA *                                              5,381
     27,300  Merkantildata ASA                                      128,865
     19,000  P4 Radio Hele Norge ASA                                 92,144
     22,900  Tandberg Television ASA                                231,986

                                                                    505,903

             Peru - 0.10%
      5,100  Credicorp, Ltd.                                         37,294

             Philippines - 0.34%
    631,000  Benpres Holdings Corp. *                                31,457
     19,920  Manila Electric Co., Class B                            16,357
      5,200  Philippine Long Distance
             Telephone Co., ADR                                      80,600

                                                                    128,414

             Russia - 0.92%
      6,180  Mobile Telesystems, ADR *                              170,722
      3,300  OAO Lukoil Holding, ADR                                176,220

                                                                    346,942

             Singapore - 0.08%
     41,000  Want Want Holdings, Ltd.                                28,495

             South Africa - 0.94%
     19,500  ABSA Group, Ltd.                                        66,275
        900  Anglo American Platinum Corp., Ltd.                     35,111
      1,700  Impala Platinum Holdings, Ltd.                          72,841
     70,700  Sanlam, Ltd.                                            73,395
     13,600  Sasol, Ltd.                                            104,135

                                                                    351,757

             South Korea - 2.29%
      4,700  Hyundai Electronics Industries Co., Ltd. *              28,882
      9,171  Kookmin Bank                                           104,811
      4,600  Korea Electric Power Corp.                             102,716
      2,590  Korea Telecom Corp., ADR                                95,506
        400  Korea Telecom Corp.                                     23,561
        600  Pohang Iron & Steel Co., Ltd.                           34,866
      2,400  Pohang Iron & Steel Co., Ltd., ADR                      37,950
      2,199  Samsung Electronics, GDR, 144A (C)                     161,627
      1,484  Samsung Fire & Marine Insurance                         34,442
      9,439  SK Telecom Co., Ltd, ADR                               236,565

                                                                    860,926

                                                                Value
   Shares                                                      (Note 2)

COMMON STOCKS (continued)

             Spain - 3.58%
      1,200  Abengoa, S.A.                                 $         34,368
      6,000  Aldeasa, S.A.                                          113,543
      2,200  Banco Pastor, S.A.                                      85,692
     34,166  Empresa Nacional de Electricidad, S.A.                 556,671
     35,678  Iberdrola, S.A.                                        436,282
     12,000  Prosegur, CIA de Seguridad S.A.                        118,125

                                                                  1,344,681

             Sweden - 1.63%
      3,100  Elanders AB, Series B                                   46,226
     26,300  Electrolux AB, Series B                                331,635
      5,950  Industrial & Financial Systems AB, Series B             46,743
      8,300  Nobel Biocare AB                                       186,894

                                                                    611,498

             Switzerland - 4.92%
         65  Bank Sarasin & Cie, Registered, Class B                209,724
        340  Edipresse, S.A.                                        137,127
        980  Gretag Imaging Group, Registered                       176,091
         83  Roche Holding AG                                       758,155
      1,170  Zurich Financial Services AG                           566,255

                                                                  1,847,352

             Taiwan - 1.25%
      3,400  ASE Test, Ltd. *                                        52,488
      7,344  Asustek Computer, Inc., GDR, 144A (C)                   39,658
      5,610  China Steel Corp., GDR                                  63,393
      4,917  Compal Electronics, Inc.                                38,351
     23,520  Far Eastern Textile, Ltd.                               19,369
      6,200  Siliconware Precision Industries Co., ADR               24,800
     37,000  Taiwan Semiconductor
             Manufacturing Co., Ltd                                 112,260
      8,700  United Microelectronics Corp., ADR *                    98,962
      3,000  Via Technologies, Inc.                                  21,548

                                                                    470,829

             Turkey - 0.88%
  1,432,627  Anadolu Efes Biracilik ve
             Malt Sanayii A.S. *                                     83,965
      7,800  Turkcell Iletisim Hizmetleri A.S., ADR *                85,312
      6,800  Turkiye Garanti Bankasi A.S.,
             ADR, 144A (C) *                                         69,360
 10,703,517  Yapi ve Kredi Bankasi A.S.                              92,531

                                                                    331,168

             United Kingdom - 18.41%
     22,300  AEA Technology PLC                                     107,261
      6,900  AMEC PLC                                                29,183
     83,700  Ashtead Group PLC                                      143,304
     31,000  BAA PLC                                                257,732
     21,100  Barclays PLC                                           603,728
     31,760  Bass PLC                                               310,824
     60,500  Boots Co. PLC                                          482,803
     36,100  British Telecommunications PLC                         423,225
     36,700  CGNU PLC                                               490,964
    100,500  Corporate Services Group PLC *                          94,783
      7,788  Euromoney Institutional Investor PLC                    61,020
      8,400  Glaxo Wellcome PLC                                     241,809
    258,000  Invensys PLC                                           615,797
      4,700  Luminar PLC                                             45,418
     24,100  Man Group PLC                                          173,091
     19,600  Northgate PLC                                          115,745
     37,800  Old Mutual PLC                                          82,954
     50,700  ScottishPower PLC                                      380,689
      5,700  Signet Group PLC, ADR                                  139,650
      3,100  South African Breweries PLC                             18,667
     11,200  South African Breweries PLC                             67,096
     12,588  SSL International PLC                                  145,660
    146,800  Tesco PLC                                              559,656
    126,700  Unilever PLC                                           857,132
    113,000  Vodafone Group PLC                                     470,147

                                                                  6,918,338

             United States - 0.25%
        840  Comverse Technology, Inc. *                             93,870

             Venezuela - 0.08%
      1,600  Compania Anonima Nacional
             Telefonos de Venezuela, ADR                             30,400

             Total Common Stocks                                 33,799,465

             Brazil - 0.43%
  7,100,000  Banco Bradesco, S.A.                                    43,887
  1,535,000  Banco Itau, S.A.                                       119,407

                                                                    163,294

             Colombia - 0.01%
      2,000  Banco Ganadero, S.A., ADR                                4,500

             Germany - 0.36%
      3,800  Fielmann  AG                                           133,824

             Total Preferred Stocks                                 301,618

             ( Cost $270,981 )

                                                               Value
   Shares                                                      (Note 2)

WARRANTS AND RIGHTS - 0.00%

             Singapore - 0.00%
      4,100  Want Want Holdings, Ltd. *                                 779

             Total Warrants and Rights                                  779

             ( Cost $205 )

    Par Value
CERTIFICATE OF DEPOSIT - 9.14%

  3,433,947  State Street Eurodollar
             6.000%, due 11/01/00                                 3,433,947

             Total Certificate of Deposit                         3,433,947
              ( Cost $3,433,947 )

TOTAL INVESTMENTS  - 99.91%                                      37,535,809
 ( Cost $38,524,358** )
NET OTHER ASSETS AND LIABILITIES  - 0.09%                            31,578

TOTAL NET ASSETS  - 100.00%                                     $37,567,387

Industry Concentration as a Percentage of Net Assets:       % of Net Assets

             Communication Services                              12.53%
             Certificate of Deposit                               9.14%
             Banks                                                7.79%
             Drugs & Healthcare                                   6.35%
             Household Appliances & Home Furnishings              5.75%
             Financial Services                                   5.39%
             Food & Beverages                                     4.46%
             Electric Utilities                                   4.26%
             Retail Trade                                         3.61%
             Insurance                                            3.32%
             Retail Grocery                                       3.03%
             Business Services                                    3.02%
             Electronics                                          2.90%
             Automobiles                                          2.71%
             Industrial Machinery                                 2.40%
             Mining                                               2.24%
             Computers & Business Equipment                       2.23%
             Miscellaneous                                        2.14%
             Chemicals                                            2.07%
             Oil-Domestic                                         1.86%
             Aerospace                                            1.64%
             Leisure Time                                         1.64%
             Gas & Pipeline Utilities                             1.58%
             Paper                                                1.24%
             Software                                             1.23%
             Conglomerates                                        1.23%
             Construction & Mining Equipment                      1.11%
             Hotels & Restaurants                                 1.00%
             Electrical Equipment                                 0.43%
             Apparel & Textiles                                   0.41%
             Railroads & Equipment                                0.31%
             Tobacco                                              0.28%
             Construction Materials                               0.21%
             Telephone                                            0.20%
             Cosmetics & Toiletries                               0.12%
             Net Other Assets and Liabilities                     0.09%
             Household Products                                   0.08%

                                                                100.00%

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                      Statements of Assets and Liabilities

                                                                        Cash Reserves           Bond                 Balanced
                                                                            Fund                Fund                   Fund

ASSETS:
Investments (Note 2):
Investments at cost                                            $        7,847,446      $       24,430,307      $        83,634,227
Net unrealized appreciation (depreciation)                                     --                 142,440                7,197,978
                                                               ------------------      ------------------      -------------------
        Total investments at value                                      7,847,446              24,572,747               90,832,205
Cash                                                                                                   --                       --
Foreign currency (Cost $2,239 and $42,060) (Note 2)                            --                      --                       --
Receivables:
   Investments sold                                                            --                 971,364                  685,787
   Fund shares sold                                                       120,902                 194,791                1,157,047
   Dividends and interest                                                   6,188                 311,981                  548,116
   Due from Advisor, net                                                    5,533                   1,001                       --
Deferred organization and offering costs                                   18,142                  18,142                   18,142
Prepaid registration fees                                                      --                      --                       --
                                                               ------------------      ------------------      -------------------
   Total Assets                                                         7,998,211              26,070,026               93,241,297
                                                               ------------------      ------------------      -------------------

LIABILITIES:
Payable to custodian                                                           --                      --                       --
Net unrealized depreciation on forward currency contracts                      --                      --                       --
Payables:
   Investments purchased                                                       --               1,757,638                2,286,030
   Due to Advisor, net                                                         --                      --                   41,166
   Fund shares repurchased                                                     --                   7,079                   39,275
   Administration and transfer agent fees                                   7,812                  11,259                   19,113
   Distribution fees - Class B                                              1,682                   6,743                   38,123
   Shareholder servicing fees                                                  --                   4,632                   18,159
Accrued expenses and other payables                                        19,738                  21,581                   42,756
                                                               ------------------      ------------------      -------------------
        Total Liabilities                                                  29,232               1,808,932                2,484,622
                                                               ------------------      ------------------      -------------------
NET ASSETS                                                     $        7,968,979      $       24,261,094      $        90,756,675
                                                               ==================      ==================      ===================

NET ASSETS consist of:
   Paid-in capital                                             $        7,937,458      $       24,907,494      $        84,009,170
   Accumulated undistributed (distributions in excess of)
     net investment income                                                 31,584                  20,068                   11,140
   Accumulated net realized gain (loss) on investments sold
     and foreign currency related transactions                                (63)               (808,908)                (461,613)
   Net unrealized appreciation (depreciation) of investments
  (including appreciation (depreciation) of foreign currency
   related transactions)                                                       --                 142,440                7,197,978
                                                               ------------------      ------------------      -------------------

TOTAL NET ASSETS                                               $        7,968,979      $       24,261,094      $        90,756,675
                                                               ==================      ==================      ===================

Class A Shares:
   Net Assets                                                  $        5,104,274      $       13,278,980      $        27,088,260
   Shares of beneficial interest outstanding                            5,105,217               1,387,473                2,140,633
   NET ASSET VALUE and redemption price per share              $             1.00      $             9.57      $             12.65
   Sales charge of offering price*                                          0.056                    0.43                     0.71
                                                               ------------------      ------------------      -------------------
   Maximum offering price per share                            $            1.056      $            10.00      $             13.36
                                                               ==================      ==================      ===================

Class B Shares:
   Net Assets                                                  $        2,864,705      $       10,982,114      $        63,668,415
   Shares of beneficial interest outstanding                            2,863,898               1,146,943                5,027,653
   NET ASSET VALUE and redemption price per share**            $             1.00      $             9.58      $             12.66
                                                               ==================      ==================      ===================

      High Income            Growth and Income         Capital Appreciation           Emerging Growth          International Stock
         Fund                      Fund                        Fund                        Fund                       Fund

$       23,621,165         $       140,125,402         $        78,625,366         $        28,985,757         $        38,524,358
        (2,832,989)                 13,293,851                  15,245,397                   1,093,198                    (988,549)
------------------         -------------------         -------------------         -------------------         -------------------
        20,788,176                 153,419,253                  93,870,763                  30,078,955                  37,535,809
               439                          --                          --                          --                          --
             2,279                          --                          --                          --                      41,014

            20,573                          --                          --                     463,087                       4,544
           112,408                   1,040,983                     775,014                     173,398                      61,418
           539,609                     101,322                      48,293                       5,384                      69,075
               535                          --                          --                          --                          --
            18,142                      18,142                      18,142                          --                      18,142
                --                          --                          --                       7,557                          --
------------------         -------------------         -------------------         -------------------         -------------------
        21,482,161                 154,579,700                  94,712,212                  30,728,381                  37,730,002
------------------         -------------------         -------------------         -------------------         -------------------

                --                          --                          --                          60                       6,198
               664                          --                          --                          --                          --

           743,717                     457,251                   1,559,977                   1,270,582                      45,816
                --                      61,039                      49,491                      11,631                      17,078
             3,341                     106,758                      38,013                       1,571                       2,557
             8,748                      30,616                      19,101                      13,813                      20,193
             7,858                      64,274                      33,639                       5,400                       3,408
             4,391                      30,418                      17,728                       6,256                       7,862
            48,073                      43,200                      23,524                      21,817                      59,503
------------------         -------------------         -------------------         -------------------         -------------------
           816,792                     793,556                   1,741,473                   1,331,130                     162,615
------------------         -------------------         -------------------         -------------------         -------------------
$       20,665,369         $       153,786,144         $        92,970,739         $        29,397,251         $        37,567,387
==================         ===================         ===================         ===================         ===================

$       24,080,146         $       142,000,991         $        78,197,402         $        35,110,044         $        40,505,059

            76,204                          --                          --                          --                      24,450

          (657,368)                 (1,508,698)                   (472,060)                 (6,805,960)                 (1,969,291)

        (2,833,613)                 13,293,851                  15,245,397                   1,093,167                    (992,831)
------------------         -------------------         -------------------         -------------------         -------------------

$       20,665,369         $       153,786,144         $        92,970,739         $        29,397,251         $        37,567,387
==================         ===================         ===================         ===================         ===================

$        8,395,369         $        46,993,735         $        35,888,986         $        20,731,888         $        32,069,981
         1,046,297                   3,341,598                   2,183,661                   2,635,594                   3,357,209
$             8.02         $             14.06         $             16.44         $              7.87         $              9.55
              0.36                        0.79                        0.92                        0.44                        0.53
------------------         -------------------         -------------------         -------------------         -------------------
$             8.38         $             14.85         $             17.36         $              8.31         $             10.08
==================         ===================         ===================         ===================         ===================

$       12,270,000         $       106,792,409         $        57,081,753         $         8,665,363         $         5,497,406
         1,526,217                   7,649,218                   3,538,774                   1,106,686                     579,979
$             8.04         $             13.96         $             16.13         $              7.83         $              9.48
==================         ===================         ===================         ===================         ===================

                See accompanying Notes to Financial Statements.

          Statements of Operations For the Year Ended October 31, 2000

                                                                   Cash Reserves              Bond                   Balanced
                                                                       Fund                   Fund                     Fund

INVESTMENT INCOME:
   Dividends                                                   $               --      $               --      $           380,300
   Interest                                                               480,607               1,251,158                2,193,416
        Less: Foreign taxes withheld                                           --                      --                       --
                                                               ------------------      ------------------      -------------------
        Total investment income                                           480,607               1,251,158                2,573,716
                                                               ------------------      ------------------      -------------------

EXPENSES:
Management fees (Note 3)                                                   31,220                  84,362                  425,620
Administration and transfer agent fees (Note 3)                            88,367                  99,351                  140,664
Registration expenses                                                      14,954                  14,189                   34,395
Custodian and accounting fees                                               8,285                  15,668                   23,752
Professional fees                                                           8,369                   8,886                   13,880
Reports to shareholder expense                                                603                   3,085                   12,038
Trustees' fees                                                                463                   1,135                    4,813
Distribution fees - Class B (Note 3)                                       22,385                  66,112                  342,141
Shareholder servicing fees - Class A (Note 3)                                  --                  20,130                   49,643
Shareholder servicing fees - Class B (Note 3)                                  --                  22,051                  114,057
Amortization of organization and offering costs (Note 2)                    8,425                   8,425                    8,425
Other expenses                                                              1,114                   2,082                    8,379
                                                               ------------------      ------------------      -------------------
   Total expenses before reimbursement                                    184,185                 345,476                1,177,807
   Less reimbursement (Note 3)                                           (118,873)               (127,512)                (114,370)
                                                               ------------------      ------------------      -------------------
   Total expenses net of reimbursement/waiver                              65,312                 217,964                1,063,437
                                                               ------------------      ------------------      -------------------

NET INVESTMENT INCOME (LOSS)                                              415,295               1,033,194                1,510,279
                                                               ------------------      ------------------      -------------------

NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS (Note 2)
   Net realized gain (loss) on investments (including net
     realized gain on foreign currency related transactions)                  (63)               (452,538)                (244,076)
   Net change in unrealized appreciation (depreciation) on
      investments (including net unrealized appreciation
     (depreciation) on foreign currency related transactions)                  --                 169,747                3,278,145
                                                               ------------------      ------------------      -------------------

NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS                                                              (63)               (282,791)               3,034,069
                                                               ------------------      ------------------      -------------------

NET INCREASE (DECREASE) IN NET ASSETS
  FROM OPERATIONS                                              $          415,232      $          750,403      $         4,544,348
                                                               ==================      ==================      ===================

      High Income            Growth and Income         Capital Appreciation          Emerging Growth           International Stock
         Fund                      Fund                      Fund                       Fund (1)                     Fund

$           20,372         $          1,530,174        $           400,695         $            33,202         $           756,907
         1,953,361                      239,631                    139,028                     100,029                     100,366
              (162)                          --                         --                        (408)                    (76,893)
------------------         --------------------        -------------------         -------------------         -------------------
         1,973,571                    1,769,805                    539,723                     132,823                     780,380
------------------         --------------------        -------------------         -------------------         -------------------


           104,432                      631,743                    438,194                     127,737                     403,418
            95,075                      183,020                    131,740                      69,827                     125,395
            11,279                       39,463                     28,396                      13,490                      12,054
            25,993                       17,453                     13,329                      11,360                     122,318
             8,502                       18,683                     11,727                       9,084                       9,801
             3,753                       23,887                     10,350                       3,187                       7,506
               740                        6,396                      3,309                         698                       1,512
            80,906                      609,029                    283,158                      26,739                      34,098
            20,485                       84,101                     51,649                      33,666                      84,684
            26,983                      203,055                     94,416                       8,913                      11,368
             8,425                        8,425                      8,425                      17,287                       8,425
             2,432                        9,967                      6,128                       2,029                       6,319
------------------         --------------------        -------------------         -------------------         -------------------
           389,005                    1,835,222                  1,080,821                     324,017                     826,898
          (118,223)                     (77,523)                   (96,580)                    (92,898)                   (178,647)
------------------         --------------------        -------------------         -------------------         -------------------
           270,782                    1,757,699                    984,241                     231,119                     648,251
------------------         --------------------        -------------------         -------------------         -------------------

         1,702,789                       12,106                   (444,518)                    (98,296)                    132,129
------------------         --------------------        -------------------         -------------------         -------------------




          (258,795)                  (1,195,785)                   114,311                  (6,811,319)                 (1,881,318)


        (1,783,785)                   7,385,906                  9,962,008                   1,093,167                  (2,065,004)
------------------         --------------------        -------------------         -------------------         -------------------


        (2,042,580)                   6,190,121                 10,076,319                  (5,718,152)                 (3,946,322)
------------------         --------------------        -------------------         -------------------         -------------------


$         (339,791)        $          6,202,227        $         9,631,801         $        (5,816,448)        $        (3,814,193)
==================         ====================        ===================         ===================         ====================

                See accompanying Notes to Financial Statements.

                       Statements of Changes in Net Assets

                                                                          Cash Reserves                          Bond
                                                                              Fund                               Fund

                                                                 Year Ended        Year Ended         Year Ended        Year Ended
                                                             October 31, 2000  October 31, 1999   October 31, 2000  October 31, 1999

NET ASSETSat beginning of period                               $     7,981,951   $    5,233,081     $   15,498,925  $     7,022,297
                                                               ---------------  ---------------    ---------------  ---------------

Increase in net assets from operations:
   Net investment income                                               415,295          262,711          1,033,194          578,153
   Net realized gain (loss)                                                (63)              42           (452,538)        (341,357)
   Net change in unrealized appreciation (depreciation)                     --               --            169,747          (89,553)
                                                               ---------------  ---------------    ---------------  ---------------
   Net increase (decrease) in net assets from operations               415,232          262,753            750,403          147,243
                                                               ---------------  ---------------    ---------------  ---------------

Distributions to shareholders from:
   Net investment income
      Class A                                                         (272,200)        (193,602)          (525,490)        (345,079)
      Class B                                                         (143,125)         (69,068)          (508,730)        (233,074)
   Net realized gains
      Class A                                                               --               --                 --          (28,262)
      Class B                                                               --               --                 --           (9,835)
                                                               ---------------  ---------------    ---------------  ---------------
      Total distributions                                             (415,325)        (262,670)        (1,034,220)        (616,250)
                                                               ---------------  ---------------    ---------------  ---------------

Capital Share transactions:
   Class A Shares
      Shares sold                                                    5,234,906        1,463,270          6,976,002        3,599,208
      Issued to shareholders in reinvestment of distributions          271,074          192,249            514,391          372,980
      Shares redeemed                                               (4,882,011)      (1,513,071)        (2,060,463)        (514,328)
                                                               ---------------  ---------------    ---------------  ---------------
      Net increase (decrease) from capital share transactions          623,969          142,448          5,429,930        3,457,860
                                                               ---------------  ---------------    ---------------  ---------------
   Class B Shares
      Shares sold                                                    3,541,946        4,494,991          5,238,219        6,343,163
      Issued to shareholders in reinvestment of distributions          140,677           68,769            473,758          228,798
      Shares redeemed                                               (4,319,471)      (1,957,421)        (2,095,921)      (1,084,186)
                                                               ---------------  ---------------    ---------------  ---------------
      Net increase (decease) from capital share transactions          (636,848)       2,606,339          3,616,056        5,487,775
                                                               ---------------  ---------------    ---------------  ---------------
Total increase (decrease) in net assets                                (12,972)       2,748,870          8,762,169        8,476,628
                                                               ---------------  ---------------    ---------------  ---------------

NETASSETS at end of period (including line A)                  $     7,968,979   $    7,981,951     $   24,261,094  $    15,498,925
                                                               ===============  ===============    ===============  ===============

(A) Undistributed net investment income                        $        31,584   $       29,722     $       20,068  $        12,355
                                                               ===============  ===============    ===============  ===============

OTHERINFORMATION:
Capital Share transactions:
   Class A Shares
      Shares sold                                                    5,234,891        1,467,709            728,394          361,356
      Issued to shareholders in reinvestment of distributions          271,062          193,165             53,722           37,674
      Shares redeemed                                               (4,881,981)      (1,517,727)          (214,902)         (51,766)
                                                               ---------------  ---------------    ---------------  ---------------
      Net increase (decrease) in shares outstanding                    623,972          143,147            567,214          347,264
                                                               ---------------  ---------------    ---------------  ---------------
   Class B Shares
      Shares sold                                                    3,541,848        4,542,489            545,816          637,845
      Issued to shareholders in reinvestment of distributions          140,622           68,511             49,469           23,198
      Shares redeemed                                               (4,319,316)      (2,004,599)          (218,789)        (109,947)
                                                               ---------------  ---------------    ---------------  ---------------
      Net increase (decrease) in shares outstanding                   (636,846)       2,606,401            376,496          551,096
                                                               ---------------  ---------------    ---------------  ---------------

                See accompanying Notes to Financial Statements.

                Balanced                                  High Income                              Growth and Income
                  Fund                                        Fund                                        Fund

      Year Ended          Year Ended              Year Ended           Year Ended             Year Ended            Year Ended
   October 31, 2000    October 31, 1999        October 31, 2000     October 31, 1999       October 31, 2000      October 31, 1999

 $       46,560,118  $       23,109,847       $       17,278,309  $        9,677,254       $      81,501,997   $       25,577,029
-------------------  ------------------       ------------------  ------------------      -------------------  -------------------

          1,510,279             722,479                1,702,789           1,198,240                  12,106               56,087
           (244,076)            129,310                 (258,795)           (327,673)             (1,195,785)            (118,122)
          3,278,145           3,512,277               (1,783,785)             38,689               7,385,906            5,867,753
-------------------  ------------------       ------------------  ------------------      -------------------  -------------------
          4,544,348           4,364,066                 (339,791)            909,256               6,202,227            5,805,718
-------------------  ------------------       ------------------  ------------------      -------------------  -------------------


           (559,926)           (431,006)                (765,887)           (639,267)                (87,911)            (104,915)
           (946,179)           (291,473)                (928,501)           (558,973)                (35,566)                  --

           (105,600)            (11,733)                      --             (18,678)                (39,692)             (10,773)
           (237,904)            (20,814)                      --              (6,615)                (89,517)             (29,659)
-------------------  ------------------       ------------------  ------------------      -------------------  -------------------
         (1,849,609)           (755,026)              (1,694,388)         (1,223,533)               (252,686)            (145,347)
-------------------  ------------------       ------------------  ------------------      -------------------  -------------------


         15,089,626          22,621,347                1,545,554           2,118,956              25,493,468           17,647,334
            658,892             439,832                  735,562             645,554                 127,180              114,550
         (4,812,012)        (25,576,825)                (924,681)           (871,164)             (6,358,513)          (5,460,361)
-------------------  ------------------       ------------------  ------------------      -------------------  -------------------
         10,936,506          (2,515,646)               1,356,435           1,893,346              19,262,135           12,301,523
-------------------  ------------------       ------------------  ------------------      -------------------  -------------------

         36,064,441          23,989,683                5,816,822           7,053,287              57,537,601           40,923,793
          1,163,242             304,240                  702,434             462,448                 123,944               29,580
         (6,662,371)         (1,937,046)              (2,454,452)         (1,493,749)            (10,589,074)          (2,990,299)
-------------------  ------------------       ------------------  ------------------      -------------------  -------------------
         30,565,312          22,356,877                4,064,804           6,021,986              47,072,471           37,963,074
-------------------  ------------------       ------------------  ------------------      -------------------  -------------------
         44,196,557          23,450,271                3,387,060           7,601,055              72,284,147           55,924,968
-------------------  ------------------       ------------------  ------------------      -------------------  -------------------

 $       90,756,675  $       46,560,118       $       20,665,369  $       17,278,309       $     153,786,144   $       81,501,997
===================  ==================       ==================  ==================      ===================  ===================

 $           11,140  $            1,966       $           76,204  $           39,187       $              --   $                1
===================  ==================       ==================  ==================      ===================  ===================




          1,208,487           2,004,630                  178,683             227,759               1,846,869            1,367,430
             48,399              38,008                   86,177              69,992                   9,353                9,102
           (386,189)         (2,240,465)                (105,782)            (93,192)               (455,758)            (461,584)
-------------------  ------------------       ------------------  ------------------      -------------------  -------------------
            870,697            (197,827)                 159,078             204,559               1,400,464              914,948
-------------------  ------------------       ------------------  ------------------      -------------------  -------------------

          2,871,367           2,031,097                  668,629             753,638               4,170,579            3,142,758
             93,064              25,453                   81,293              50,649                   9,343                2,458
           (530,736)           (159,197)                (279,222)           (159,042)               (767,441)            (233,327)
-------------------  ------------------       ------------------  ------------------      -------------------  -------------------
          2,433,695           1,897,353                  470,700             645,245               3,412,481            2,911,889
-------------------  ------------------       ------------------  ------------------      -------------------  -------------------

                See accompanying Notes to Financial Statements.

                       Statements of Changes in Net Assets

                                                                         Capital Appreciation                    Emerging Growth
                                                                                 Fund                                Fund (1)

                                                                     Year Ended        Year Ended                 Period Ended
                                                                  October 31, 2000  October 31, 1999            October 31, 2000

NET ASSETS at beginning of period                                 $    36,824,494   $    20,435,388             $             --
                                                                  ---------------  ----------------             ----------------

Increase in net assets from operations:
   Net investment income (loss)                                          (444,518)         (159,055)                     (98,296)
   Net realized gain (loss)                                               114,311          (390,468)                  (6,811,319)
   Net change in unrealized appreciation (depreciation)                 9,962,008         4,901,372                    1,093,167
                                                                  ---------------  ----------------             ----------------
   Net increase (decrease) in net assets from operations                9,631,801         4,351,849                   (5,816,448)
                                                                  ---------------  ----------------             ----------------

Distributions to shareholders from:
   Net investment income
      Class A                                                                  --                --                           --
      Class B                                                                  --                --                           --
   Net realized gains
      Class A                                                             (14,447)          (10,034)                          --
      Class B                                                             (26,348)               --                           --
                                                                  ---------------  ----------------             ----------------
      Total distributions                                                 (40,795)          (10,034)                          --
                                                                  ---------------  ----------------             ----------------

Capital Share transactions:
   Class A Shares
      Shares sold                                                      23,430,373         8,326,212                   25,755,958
      Issued to shareholders in reinvestment of distributions              14,391            10,009                           --
      Shares redeemed                                                  (4,619,423)      (10,439,625)                    (186,109)
                                                                  ---------------  ----------------             ----------------
      Net increase (decrease) from capital share transactions          18,825,341        (2,103,404)                  25,569,849
                                                                  ---------------  ----------------             ----------------
   Class B Shares
      Shares sold                                                      32,183,438        15,597,190                    9,908,820
      Issued to shareholders in reinvestment of distributions              26,124                --                           --
      Shares redeemed                                                  (4,479,664)       (1,446,495)                    (264,970)
                                                                  ---------------  ----------------             ----------------
      Net increase from capital share transactions                     27,729,898        14,150,695                    9,643,850
                                                                  ---------------  ----------------             ----------------
Total increase in net assets                                           56,146,245        16,389,106                   29,397,251
                                                                  ---------------  ----------------             ----------------

NETASSETS at end of period (including line A)                     $    92,970,739   $    36,824,494             $     29,397,251
                                                                  ===============  ================             ================

(A) Undistributed net investment income                           $            --   $            35             $             --
                                                                  ===============  ================             ================


OTHER INFORMATION:
Capital Share transactions:
   Class A Shares
      Shares sold                                                       1,508,464           645,448                    2,656,627
      Issued to shareholders in reinvestment of distributions                 997               815                           --
      Shares redeemed                                                    (293,733)         (893,051)                     (21,033)
                                                                  ---------------  ----------------             ----------------
      Net increase (decrease) in shares outstanding                     1,215,728          (246,788)                   2,635,594
                                                                  ---------------  ----------------             ----------------
   Class B Shares
      Shares sold                                                       2,091,342         1,219,845                    1,137,730
      Issued to shareholders in reinvestment of distributions               1,827                --                           --
      Shares redeemed                                                    (294,032)         (120,110)                     (31,044)
                                                                  ---------------  ----------------             ----------------
      Net increase in shares outstanding                                1,799,137         1,099,735                    1,106,686
                                                                  ---------------  ----------------             ----------------

      Year Ended          Year Ended
   October 31, 2000    October 31, 1999

 $       36,540,092  $       29,005,768
-------------------  ------------------

            132,129             416,820
         (1,881,318)          2,602,484
         (2,065,004)          1,996,743
-------------------  ------------------
         (3,814,193)          5,016,047
-------------------  ------------------


           (440,689)           (402,357)
            (23,618)            (10,711)

         (2,379,485)         (1,172,577)
           (255,311)            (66,391)
-------------------  ------------------
         (3,099,103)         (1,652,036)
-------------------  ------------------


          2,588,770           1,024,723
          2,819,698           1,575,095
           (482,865)           (192,494)
-------------------  ------------------
          4,925,603           2,407,324
-------------------  ------------------

          3,486,182           1,965,892
            276,979              76,883
           (748,173)           (279,786)
-------------------  ------------------
          3,014,988           1,762,989
-------------------  ------------------
          1,027,295           7,534,324
-------------------  ------------------

 $       37,567,387  $       36,540,092
===================  ==================

 $           24,450  $          267,089
===================  ==================

            247,409              93,829
            255,360             151,888
            (46,500)            (18,840)
-------------------  ------------------
            456,269             226,877
-------------------  ------------------

            334,355             180,336
             25,337               7,421
            (72,000)            (26,738)
-------------------  ------------------
            287,692             161,019
-------------------  ------------------

 Financial Highlights for a Share of Beneficial Interest Outstanding Throughout each Period

                                                                     Class A                                    Class B

                                                   Year Ended    Year Ended   Inception(a) to Year Ended  Year Ended Inception(a) to
                                                   10/31/2000    10/31/1999    10/31/1998     10/31/2000   10/31/1999    10/31/1998
CASH RESERVES FUND                                 ----------    ----------    ----------    ----------    ----------    ----------

Net Asset Value, Beginning of Period               $     1.00    $     1.00    $     1.00    $     1.00    $     1.00    $     1.00
                                                   ----------    ----------    ----------    ----------    ----------    ----------

   Income from Investment Operations:
      Net investment income                              0.06          0.05          0.04          0.05          0.04          0.03
                                                   ----------    ----------    ----------    ----------    ----------    ----------
        Total from investment operations                 0.06          0.05          0.04          0.05          0.04          0.03
                                                   ----------    ----------    ----------    ----------    ----------    ----------

   Less Distributions:
      Distributions from net investment income          (0.06)        (0.05)        (0.04)        (0.05)        (0.04)        (0.03)
                                                   ----------    ----------    ----------    ----------    ----------    ----------
        Total distributions                             (0.06)        (0.05)        (0.04)        (0.05)        (0.04)        (0.03)
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Net increase in net asset value                            --            --            --            --            --            --
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Net Asset Value, End of Period                     $     1.00    $     1.00    $     1.00    $     1.00    $     1.00    $     1.00
                                                   ==========    ==========    ==========    ==========    ==========    ==========

Total Return+                                            5.77%         4.60%         4.21%(1)      4.97%         3.81%      3.50%(1)

Ratios/Supplemental Data:
Net Assets, End of Period (in 000's)               $    5,104    $    4,481    $    4,339    $    2,865    $    3,501    $      894
Ratios of expenses to average net assets:
   Before reimbursement of expenses by Advisor           2.07%         2.63%         4.76%(2)      2.82%         3.38%      5.51%(2)
   After reimbursement of expenses by Advisor            0.55%         0.55%         0.55%(2)      1.30%         1.30%      1.30%(2)
Ratios of net investment income (loss) to
  average net assets:
   Before reimbursement of expenses by Advisor           4.09%         2.33%         0.67%(2)      3.34%         1.84%    (0.08)%(2)
   After reimbursement of expenses by Advisor            5.61%         4.41%         4.88%(2)      4.86%         3.92%      4.13%(2)


BOND FUND

Net Asset Value, Beginning of Period               $     9.74    $    10.14    $    10.00    $     9.75    $    10.14    $    10.00
                                                   ----------    ----------    ----------    ----------    ----------    ----------

   Income from Investment Operations:
      Net investment income                              0.63          0.51          0.45          0.55          0.44          0.39
      Net realized and unrealized gain (loss)
        on investments                                  (0.17)        (0.35)         0.14         (0.17)        (0.35)         0.14
                                                   ----------    ----------    ----------    ----------    ----------    ----------
        Total from investment operations                 0.46          0.16          0.59          0.38          0.09          0.53
                                                   ----------    ----------    ----------    ----------    ----------    ----------

   Less Distributions:
      Distributions from net investment income          (0.63)        (0.51)        (0.45)        (0.55)        (0.44)        (0.39)
      Distributions from capital gains                     --         (0.05)           --            --         (0.04)           --
                                                   ----------    ----------    ----------    ----------    ----------    ----------
        Total distributions                             (0.63)        (0.56)        (0.45)        (0.55)        (0.48)        (0.39)
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Net increase (decrease) in net asset value              (0.17)        (0.40)         0.14         (0.17)        (0.39)         0.14
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Net Asset Value, End of Period                     $     9.57    $     9.74     $   10.14    $     9.58    $     9.75    $    10.14
                                                   ==========    ==========    ==========    ==========    ==========    ==========

Total Return+                                            4.89%         1.60%         6.08%(1)      4.10%         0.94%      5.36%(1)

Ratios/Supplemental Data:
Net Assets, End of Period (in 000's)               $   13,279    $    7,991    $    4,797    $   10,982    $    7,508    $    2,225
Ratios of expenses to average net assets:
   Before reimbursement of expenses by Advisor           1.66%         2.02%         4.83%(2)      2.41%         2.77%      5.58%(2)
   After reimbursement of expenses by Advisor            0.90%         0.90%         0.60%(2)      1.65%         1.65%      1.35%(2)
Ratios of net investment income to average
  net assets:
   Before reimbursement of expenses by Advisor           5.76%         4.06%         1.14%(2)      5.01%         3.46%      0.39%(2)
   After reimbursement of expenses by Advisor            6.52%         5.18%         5.37%(2)      5.77%         4.58%      4.62%(2)
Portfolio Turnover                                        366%          725%           95%          366%          725%        95%

                                                                     Class A                                    Class B

                                                   Year Ended    Year Ended  Inception(a) to Year Ended   Year Ended Inception(a) to
BALANCED FUND                                      10/31/2000    10/31/1999    10/31/1998    10/31/2000    10/31/1999    10/31/1998
                                                   ----------    ----------    ----------    ----------    ----------    ----------

Net Asset Value, Beginning of Period               $    12.05    $    10.68    $    10.00    $    12.05    $    10.68    $    10.00
                                                   ----------    ----------    ----------    ----------    ----------    ----------
   Income from Investment Operations:
      Net investment income                              0.34          0.27          0.21          0.25          0.18          0.14
      Net realized and unrealized gain (loss)
        on investments                                   0.69          1.38          0.68          0.69          1.38          0.68
                                                   ----------    ----------    ----------    ----------    ----------    ----------
        Total from investment operations                 1.03          1.65          0.89          0.94          1.56          0.82
   Less Distributions:
      Distributions from net investment income          (0.35)        (0.27)        (0.21)        (0.25)        (0.18)        (0.14)
      Distributions from capital gains                  (0.08)        (0.01)           --         (0.08)        (0.01)           --
                                                   ----------    ----------    ----------    ----------    ----------    ----------
        Total distributions                             (0.43)        (0.28)        (0.21)        (0.33)        (0.19)        (0.14)
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Net increase in net asset value                          0.60          1.37          0.68          0.61          1.37          0.68
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Net Asset Value, End of Period                     $    12.65    $    12.05    $    10.68    $    12.66    $    12.05    $    10.68
                                                   ==========    ==========    ==========    ==========    ==========    ==========
Total Return+                                            8.67%        15.58%         8.92%(1)      7.93%        14.72%      8.24%(1)
Ratios/Supplemental Data:
Net Assets, End of Period (in 000's)               $   27,088    $   15,297    $   15,670    $   63,669    $   31,263    $    7,440
Ratios of expenses to average net assets:
   Before reimbursement of expense  by Advisor           1.28%         1.47%         3.40%(2)      2.03%         2.22%      4.15%(2)
   After reimbursement of expenses by Advisor            1.10%         1.10%         1.10%(2)      1.85%         1.85%      1.85%(2)
Ratios of net investment income (loss) to average
  net assets:
   Before reimbursement of expenses by Advisor           2.65%         1.99%         0.23%(2)      1.90%         1.25%    (0.52)%(2)
   After reimbursement of expenses by Advisor            2.83%         2.36%         2.53%(2)      2.08%         1.62%      1.78%(2)
Portfolio Turnover                                        187%          349%           60%          187%          349%           60%

HIGH INCOME FUND

Net Asset Value, Beginning of Period               $     8.88    $     8.85    $    10.00    $     8.90    $     8.85    $    10.00
                                                   ----------    ----------    ----------    ----------    ----------    ----------
   Income from Investment Operations:
      Net investment income                              0.81          0.80          0.61          0.75          0.74          0.55
      Net realized and unrealized gain (loss)
           on investments                               (0.86)         0.06         (1.15)        (0.86)         0.06         (1.15)
                                                   ----------    ----------    ----------    ----------    ----------    ----------
        Total from investment operations                (0.05)         0.86         (0.54)        (0.11)         0.80         (0.60)
                                                   ----------    ----------    ----------    ----------    ----------    ----------
   Less Distributions:
      Distributions from net investment income          (0.81)        (0.80)        (0.61)        (0.75)        (0.74)        (0.55)
      Distributions from capital gains                     --         (0.03)           --            --         (0.01)           --
                                                   ----------    ----------    ----------    ----------    ----------    ----------
        Total distributions                             (0.81)        (0.83)        (0.61)        (0.75)        (0.75)        (0.55)
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Net increase (decrease) in net asset value              (0.86)         0.03         (1.15)        (0.86)         0.05         (1.15)
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Net Asset Value, End of Period                     $     8.02    $     8.88    $     8.85    $     8.04    $     8.90    $     8.85
                                                   ==========    ==========    ==========    ==========    ==========    ==========
Total Return+                                           (0.81)%        9.69%        (5.78)%(1)    (1.54)%        9.02%    (6.39)%(1)
Ratios/Supplemental Data:
Net Assets, End of Period (in 000's)               $    8,394    $    7,879    $    6,045    $   12,271    $    9,399    $    3,632
Ratios of expenses to average net assets:
   Before reimbursement of expenses by Advisor           1.62%         1.97%         3.52%(2)      2.37%         2.72%      4.27%(2)
   After reimbursement of expenses by Advisor            1.00%         1.00%         1.00%(2)      1.75%         1.75%      1.75%(2)
Ratios of net investment income to average
  net assets:
   Before reimbursement of expenses by Advisor           8.78%         7.75%         4.95%(2)      8.03%         7.16%      4.20%(2)
   After reimbursement of expenses by Advisor            9.40%         8.72%         7.47%(2)      8.65%         8.13%      6.72%(2)
Portfolio Turnover                                         41%           48%           56%           41%           48%           56%

Financial Highlights for a Share of Beneficial Interest Outstanding Throughout each Period

                                                                     Class A                                    Class B

                                                   Year Ended    Year Ended  Inception(a) to Year Ended  Year Ended  Inception(a) to
GROWTH AND INCOME FUND                             10/31/2000    10/31/1999     10/31/1998    10/31/2000   10/31/1999     10/31/1998
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Net Asset Value, Beginning of Period               $    13.21    $    10.88    $    10.00    $    13.18    $    10.88    $    10.00
                                                   ----------    ----------    ----------    ----------    ----------    ----------
   Income from Investment Operations:
      Net investment income (loss)                       0.07(b)       0.09          0.07         (0.03)(b)     (0.01)         0.01
      Net realized and unrealized gain
       on investments                                    0.84          2.33          0.89          0.84          2.33          0.89
                                                   ----------    ----------    ----------    ----------    ----------    ----------
        Total from investment operations                 0.91          2.42          0.96          0.81          2.32          0.90
                                                   ----------    ----------    ----------    ----------    ----------    ----------
   Less Distributions:
      Distributions from net investment income          (0.04)        (0.09)        (0.07)        (0.01)           --         (0.01)
      Distributions from capital gains                  (0.02)           --            --         (0.02)        (0.02)           --
      Distributions in excess of net
        investment income                                  --            --         (0.01)           --            --         (0.01)
                                                   ----------    ----------    ----------    ----------    ----------    ----------
        Total distributions                             (0.06)        (0.09)        (0.08)        (0.03)        (0.02)        (0.02)
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Net increase in net asset value                          0.85          2.33          0.88          0.78          2.30          0.88
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Net Asset Value, End of Period                     $    14.06    $    13.21    $    10.88    $    13.96    $    13.18    $    10.88
                                                   ==========    ==========    ==========    ==========    ==========    ==========
Total Return+                                            6.90%        22.33%         9.57%(1)      6.13%        21.32%      8.97%(1)
Ratios/Supplemental Data:
Net Assets, End of Period (in 000's)               $   46,994    $   25,646    $   11,169    $  106,792    $   55,856    $   14,408
Ratios of expenses to average net assets:
   Before reimbursement of expenses by Advisor           1.07%         1.25%         2.41%(2)      1.82%         2.00%      3.16%(2)
   After reimbursement of expenses by Advisor            1.00%         1.00%         1.00%(2)      1.75%         1.75%      1.75%(2)
Ratios of net investment income (loss) to
  average net assets:
   Before reimbursement of expenses by Advisor           0.47%         0.35%        (0.60)%(2)    (0.28)%       (0.40)%   (1.35)%(2)
   After reimbursement of expenses by Advisor            0.54%         0.60%         0.81%(2)     (0.21)%       (0.15)%     0.06%(2)
Portfolio Turnover                                         14%           19%            5%           14%           19%            5%




CAPITAL APPRECIATION FUND
Net Asset Value, Beginning of Period               $    13.70    $    11.04    $    10.00    $    13.54    $    10.98    $    10.00
                                                   ----------    ----------    ----------    ----------    ----------    ----------
   Income from Investment Operations:
      Net investment income (loss)                      (0.03)(b)     (0.00)*        0.01         (0.15)(b)     (0.12)        (0.02)
      Net realized and unrealized gain
       on investments                                    2.78          2.68          1.04          2.75          2.68          1.01
                                                   ----------    ----------    ----------    ----------    ----------    ----------
        Total from investment operations                 2.75          2.68          1.05          2.60          2.56          0.99
                                                   ----------    ----------    ----------    ----------    ----------    ----------
   Less Distributions:
      Distributions from net investment income             --            --            --            --            --            --
      Distributions from capital gains                  (0.01)        (0.02)           --         (0.01)           --            --
      Distributions in excess of net investment
        income                                             --            --         (0.01)           --            --         (0.01)
                                                   ----------    ----------    ----------    ----------    ----------    ----------
        Total distributions                             (0.01)        (0.02)        (0.01)        (0.01)           --         (0.01)
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Net increase in net asset value                          2.74          2.66          1.04          2.59          2.56          0.98
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Net Asset Value, End of Period                     $    16.44    $    13.70    $    11.04    $    16.13    $    13.54    $    10.98
                                                   ==========    ==========    ==========    ==========    ==========    ==========
Total Return+                                           20.12%        24.29%        10.51%(1)     19.25%        23.32%      9.91%(1)
Ratios/Supplemental Data:
Net Assets, End of Period (in 000's)               $   35,889    $   13,262    $   13,410    $   57,082    $   23,563    $    7,025
Ratios of expenses to average net assets:
   Before reimbursement of expenses by Advisor           1.37%         1.71%         3.28%(2)      2.12%         2.46%      4.03%(2)
   After reimbursement of expenses by Advisor            1.20%         1.20%         1.20%(2)      1.95%         1.95%      1.95%(2)
Ratios of net investment income (loss) to
  average net assets:
   Before reimbursement of expenses by Advisor          (0.44)%       (0.68)%       (1.97)%(2)    (1.19)%       (1.46)%   (2.72)%(2)
   After reimbursement of expenses by Advisor           (0.27)%       (0.05)%        0.11%(2)     (1.02)%       (1.03)%   (0.64)%(2)
Portfolio Turnover                                         18%           68%           10%           18%           68%           10%

 Financial Highlights for a Share of Beneficial Interest Outstanding Throughout each Period

                                                                          Class A                     Class B

                                                                       Inception(a) to             Inception(a) to
EMERGING GROWTH FUND                                                     10/31/2000                  10/31/2000
                                                                      ---------------              ---------------
Net Asset Value, Beginning of Period                                  $      10.00                  $      10.00
                                                                      ------------                  ------------
   Income from Investment Operations:
      Net investment income                                                  (0.02)(c)                     (0.06)(c)
      Net realized and unrealized loss on investments                        (2.11)                        (2.11)
                                                                      ------------                  ------------
        Total from investment operations                                     (2.13)                        (2.17)
                                                                      ------------                  ------------

Net decrease in net asset value                                              (2.13)                        (2.17)
                                                                      ------------                  ------------
Net Asset Value, End of Period                                        $       7.87                  $       7.83
                                                                      ============                  ============

Total Return+                                                               (21.30)%(1)                   (21.70)%(1)

Ratios/Supplemental Data:
Net Assets, End of Period (in 000's)                                  $     20,731                  $      8,666
Ratios of expenses to average net assets:
   Before reimbursement of expenses by Advisor                                1.75%(2)                      2.50%(2)
   After reimbursement of expenses by Advisor                                 1.20%(2)                      1.95%(2)
Ratios of net investment income (loss) to average net assets:
   Before reimbursement of expenses by Advisor                               (0.97)%(2)                    (1.72)%(2)
   After reimbursement of expenses by Advisor                                (0.42)%(2)                    (1.17)%(2)
Portfolio Turnover                                                             151%                          151%

                                                   Year Ended   Year Ended   Inception(b) to Year Ended   Year Ended  Inception(b)to
                                                   10/31/2000    10/31/1999   10/31/1998     10/31/2000    10/31/1999    10/31/1998
INTERNATIONAL STOCK FUND                           ----------    ----------    ----------    ----------    ----------    ----------

Net Asset Value, Beginning of Period               $    11.45    $    10.34    $    10.00    $    11.38    $    10.28    $    10.00
                                                   ----------    ----------    ----------    ----------    ----------    ----------
   Income from Investment Operations:
      Net investment income (loss)                       0.04(c)       0.14          0.08         (0.03)(c)      0.05          0.03
      Net realized and unrealized gain (loss)
        on investments                                  (0.98)         1.56          0.27         (0.98)         1.56          0.26
                                                   ----------    ----------    ----------    ----------    ----------    ----------
        Total from investment operations                (0.94)         1.70          0.35         (1.01)         1.61          0.29
                                                   ----------    ----------    ----------    ----------    ----------    ----------
   Less Distributions:
      Distributions from net investment income          (0.14)        (0.14)        (0.01)        (0.07)        (0.05)        (0.01)
      Distributions from capital gains                  (0.82)        (0.45)           --         (0.82)        (0.46)           --
                                                   ----------    ----------    ----------    ----------    ----------    ----------
        Total distributions                             (0.96)        (0.59)        (0.01)        (0.89)        (0.51)        (0.01)
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Net increase (decrease) in net asset value              (1.90)         1.11          0.34         (1.90)         1.10          0.28
                                                   ----------    ----------    ----------    ----------    ----------    ----------
Net Asset Value, End of Period                     $     9.55    $    11.45    $    10.34    $     9.48    $    11.38    $    10.28
                                                   ==========    ==========    ==========    ==========    ==========    ==========

Total Return+                                           (9.29)%       17.00%         3.60%(1)     (9.92)%       16.09%      2.90%(1)

Ratios/Supplemental Data:
Net Assets, End of Period (in 000's)               $   32,071    $   33,214    $   27,656    $    5,497    $    3,326    $    1,350
Ratios of expenses to average net assets:
   Before reimbursement of expenses by Advisor           2.06%         2.18%         2.76%(2)      2.81%         2.93%      3.51%(2)
   After reimbursement of expenses by Advisor            1.60%         1.60%         1.60%(2)      2.35%         2.35%      2.35%(2)
Ratios of net investment income (loss) to
  average net assets:
   Before reimbursement of expenses by Advisor          (0.03)%        0.72%        (0.01)%(2)    (0.78)%        0.05%    (0.76)%(2)
   After reimbursement of expenses by Advisor            0.43%         1.30%         1.15%(2)     (0.32)%        0.63%      0.40%(2)
Portfolio Turnover                                        117%           57%           60%          117%           57%           60%

Fund                                 Class A          Class B
Cash Reserves Fund                    0.55%            1.30%
Bond Fund                             0.90%            1.65%
Balanced Fund                         1.10%            1.85%
High Income Fund                      1.00%            1.75%
Growth and Income Fund                1.00%            1.75%
Capital Appreciation Fund             1.20%            1.95%
Emerging Growth Fund                  1.20%            1.95%
International Stock Fund              1.60%            2.35%

Fund                                 Amount Paid
Cash Reserves Fund                       $83,133
Bond Fund                                 83,133
Balanced Fund                             83,133
High Income Fund Fund                     83,133
Growth and Income Fund                    83,133
Capital Appreciation Fund                 83,133
Emerging Growth Fund                      54,857
International Stock Fund                  83,133

Fund                                 Amount Paid
Cash Reserves Fund                      $159,383
Bond Fund                                303,399
Balanced Fund                          1,996,941
High Income Fund Fund                    277,756
Growth and Income Fund                 3,084,706
Capital Appreciation Fund              1,760,311
Emerging Growth Fund                     198,653
International Stock Fund                 538,452

                                          U.S. Government                         Other Investment
                                            Securities                               Securities

Fund                              Purchases              Sales               Purchases              Sales
Bond Fund                         $39,988,898          $30,817,015        $   28,581,882      $   28,510,320
Balanced Fund                      80,110,676           63,960,460            74,860,700          50,554,594
High Income Fund                           --                   --            11,299,959           4,526,813
Growth and Income Fund                     --                   --            78,359,994          14,982,623
Capital Appreciation Fund                  --                   --            52,889,841           9,269,344
Emerging Growth Fund                       --                   --            66,706,406          34,223,477
International Stock Fund                   --                   --            44,667,068          41,212,677

Fund                              Appreciation         Depreciation             Net
Bond Fund                       $       210,240       $     (67,800)    $      142,440
Balanced Fund                         9,723,749          (2,657,005)         7,066,744
High Income Fund                        181,131          (3,033,130)        (2,851,999)
Growth and Income Fund               22,926,694          (9,926,597)        13,000,097
Capital Appreciation Fund            18,598,827          (3,760,771)        14,838,056
Emerging Growth Fund                  1,988,485          (1,258,080)           730,405
International Stock Fund              3,074,296          (4,249,185)        (1,174,889)

                                 Losses Deferred            Losses Deferred             Losses Deferred
Fund                            Expiring in 2006           Expiring in 2007            Expiring in 2008
Bond Fund                              $      --             $     349,486               $      459,422
Balanced Fund                                 --                        --                      330,272
High Income Fund                          66,186                   328,128                      244,044
Growth and Income Fund                        --                        --                    1,214,946
Capital Appreciation Fund                     --                        --                       64,720
Emerging Growth Fund                          --                        --                    6,443,167
International Stock Fund                      --                        --                    1,887,109

                                                     CUNA Mutual                 CUNA Mutual                        CUMIS
   Fund                       Class            Life Insurance Company         Insurance Society           Insurance Society, Inc.

Cash Reserves Fund              A                     $  1,729,644              $  1,728,491             $              --
Bond Fund                       A                        1,696,063                 1,694,932                            --
High Income Fund                A                        5,127,139                        --                            --
Emerging Growth Fund            A                        3,935,000                        --                    11,804,213
Emerging Growth Fund            B                               --                        --                           783
International Stock Fund        A                        3,295,234                 5,490,959                    19,616,960