ICON FUNDS
N-30D/A, 1998-02-06
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Sector purity

provides ICON Fund investors  access to the industries  they seek and only those
industries.

[GRAPHIC OMITTED]






<PAGE>

Letter to Shareholders & Advisors

Sector Purity

ICON FUNDS

a successful start

The ICON family of funds

now represents the largest menu of no-load,  no 12b-1 fee,  advisor-only  sector
mutual funds in existence.

Dear ICON Funds Shareholders and Advisors:

Because money and retirement investing is very personal and emotional, a growing
number of investors are relying on investment advisors for discipline, long-term
direction, guidance and objectivity.  Having worked with investment advisors for
more than a decade,  the  management  team of the Advisor to the ICON Funds (the
"Advisor") realized that the menu of sector mutual funds for these investors was
inadequate.

This insight led to the ICON Funds.

When we opened  the first  ICON  Funds in  February  1997,  it was with the firm
belief that a fresh approach to sector  investing could prove valuable.  We felt
strongly that mutual fund investors served by personal investment advisors could
benefit from a broader  selection of sector funds and a higher  degree of purity
within those funds.

I am  pleased to  report,  some seven  months  later,  that our  perception  was
accurate.  As of September  30,  1997,  ICON Fund assets  totaled $542  million.
Moreover,  the ICON family of funds now  represents the largest menu of no-load,
no 12b-1 fee, advisor-only sector mutual funds in the marketplace.

Several factors  contributed to ICON's rapid and successful  start.  This report
recaps  those  elements  in  detail,  as well as the  performance  of the  eight
domestic funds, three  international funds and one short-term fixed income fund.
For those preferring a quick review, I offer the following:

o ICON Funds benefit from active industry  rotation.  Domestically,  we hold our
favorite industries.  Internationally,  we focus on country rotation within each
regional fund. Our emphasis is on timely industry exposure, not the selection of
specific stocks. Stock selection,  in fact, becomes a semi-passive  endeavor. We
achieve  the level of exposure we believe  critical  by  assembling  a basket of
stocks in each  industry we own,  which  allows us to simply  participate  in an
industry move. While it is too early for conclusive evidence,  it appears we can
markedly  reduce  trading  costs and taxable  events by keeping  baskets  fairly
constant over the holding period for an industry. As you will read later in this
report, our current turnover rates are quite low by industry standards.

o ICON Funds, unlike many other mutual funds, are subject to a strict management
discipline.  We compute fair, or intrinsic,  value for individual stocks using a
modified version of a latter-day  Benjamin Graham equation.  Dividing this value
by  market  price  yields a  Value/Price  Ratio  for all 1700  domestic  and 800
international  stocks in our data base.  U.S.  stocks 
<PAGE>
     are  grouped  into  over 115  industries  according  to  Standard  & Poors'
definitions.  International  stocks are grouped by country.  Once a  Value/Price
Ratio is obtained for each industry and country,  they are ranked to allow us to
identify the most  attractive  domestic  industries  and  international  country
markets.

o ICON relies on  competent  team  members and  partners at all levels.  Our two
independent  trustees,  James Hire and Michael  Sentel,  offer valuable  insight
drawn from their long business and legal careers. AmeriPrime Financial Services,
Inc. handles administrative duties expertly and at a reasonable cost to you, our
shareholders--a  point critical to the success of this new menu of mutual funds.
Firstar  Trust  Company,  which  provides  custodial,  transfer  agent  and fund
accounting  services to over 300 mutual funds  totaling $85 billion in holdings,
is proving an excellent  choice for ICON.  The same is true for Chase  Manhattan
Global Investor Services,  sub-custodian for our international  funds. Given its
position as one of the world's two largest  international  custodial  banks,  we
anticipated such performance.  Finally,  Price Waterhouse LLP, which audits more
mutual funds than any other accounting firm, is delivering  financial  expertise
to ICON Funds,  its management and  shareholders,  as reliably as its reputation
suggested it would. When I say the synthesis of efforts of all these partners is
directly related to ICON's early, positive performance, I say it wholeheartedly.

o ICON is committed to advisors and the investors they serve. This has led us to
retain the custodial platforms of Charles Schwab,  Resources Trust, DataLynx and
Jack White, among others.  With these  arrangements,  investors receive complete
and accurate  account and trading  efficiencies  while  lessening  the burden of
transfer agent and custodial fees common to small public investors.

Looking ahead, it is our hope that the ICON menu will continue to grow to afford
investors relying on personal advisors broader  opportunity.  Thank you for your
belief in us in bringing this new concept to the marketplace.

Sincerely,

[GRAPHIC OMITTED]
Craig T. Callahan, D.B.A
Trustee, Chief Investment Officer of the Advisor

Custodial
Platforms

[GRAPHIC OMITTED]




     ICON works with many of the well  established  custodial  platforms to meet
the needs of its clients
<PAGE>

Distinctive Features

ICON FUNDS

continued growth

Philosophy
Valuation Model

[GRAPHIC OMITTED]


Philosophy
The philosophy guiding the ICON Funds is one of value-based industry and country
rotation.  The Funds' Advisor believes that advances in world financial  markets
are defined by themes. Themes are led by specific industries and countries that,
properly  combined and weighted,  can outperform  broader  benchmarks.  The most
undervalued  industries  and countries are typically the leaders when new themes
in world markets emerge.  The key to identifying these future leaders is through
application of a valuation model.

Valuation Model
ICON Funds' Advisor employs a multi-variable  model including a valuation model.
Developed by the Advisor's chief investment  officer over the course of 20 years
of market  analysis,  the  model is based  upon the  methods  and  teachings  of
Benjamin  Graham,  the "Father of Securities  Analysis."  This model, as well as
classic  valuation  criteria,  are used to calculate the intrinsic value of more
than 1700 domestic stocks and 800 international stocks. The domestic universe is
purposely diversified, including the 1500 issues in the "S&P SuperComposite 1500
Index" (composed of the S&P 500, MidCap 400 and SmallCap 600) and 200 additional
securities  from  smaller-cap  companies.  The 800  issues in the  international
universe represent the markets of over 30 countries.





A stock's  valuation is determined  by dividing its average  earnings and growth
rate by the beta  coefficient  (reflecting  volatility or risk) and the AAA bond
yield (reflecting opportunity).  This intrinsic value is an appropriate starting
point as it is unbiased  with  regard to  industries.  Value is then  divided by
price  to  arrive  at  the  Value/Price  Ratio  ("V/P").  Traditional  valuation
criteria, such as Price-to-Earnings and Price-to-Book, are used as supplementary
criteria.

<PAGE>

Trustees

Dr. Craig Thomas Callahan
     Dr.  Callahan  serves as Trustee of the ICON Funds and as Chief  Investment
Officer  and  Chairman  of the  Investment  Management  Committee  for  Meridian
Investment Management Corporation, the Funds' Advisor. A recognized authority on
global asset allocation and sector investing, he directs investment research and
analysis  for ICON.  Dr.  Callahan's  experience  and unique  approach  to stock
valuation  dates back to the  mid-1970s.  He has  appeared on CNBC and is quoted
frequently  by the  financial  press in such  publications  as the  Wall  Street
Journal and Business  Week.  Dr.  Callahan  received his BS degree in Psychology
from The Ohio State University and his Doctorate in Business Administration from
Kent State University.  Previously,  Dr. Callahan was a finance professor at the
University of Denver.

Michael Jon Hart
     Michael Hart serves as Trustee of the ICON Funds and  President of Meridian
Investment  Management  Corporation,  the Funds' Advisor. He is also a member of
Meridian's  Investment  Committee.  Mr. Hart  brings  more than twenty  years of
investment and business management experience to his direction of ICON. Prior to
forming  Meridian,  he was  President  of  MAMCO,  a  money  management  firm he
co-founded in 1986 and a research analyst with First Financial Securities.  From
1973 to 1982, Mr. Hart held operational and marketing  management positions with
United  Airlines.  He  is a  General  Securities  Principal  with  the  National
Association of Securities  Dealers,  Inc. Mr. Hart received his BSBA and his MBA
in Finance from the University of Denver.

James W. Hire
     James Hire is the owner of Hire &  Associates,  a  Denver-based  consulting
firm specializing in the hospitality and tourism  industries.  The firm provides
financial  consulting  for hotels,  resorts,  convention  centers and  mixed-use
tourism developments nationwide. Prior to forming Hire & Associates in 1988, Mr.
Hire was a Senior Principal in the international accounting and consulting firm,
Pannell Kerr Forster.  He is also a Charter Member of the International  Society
of Hospitality  Consultants,  a  by-invitation-only  organization of the world's
foremost  hospitality  advisors.  He joined the ICON Funds as a Trustee in 1996.
Mr. Hire holds a Bachelor of Science degree in Business  Administration from Tri
State University and a BSBA in Hotel & Restaurant Management from the University
of Denver.


R.  Michael  Sentel
     Michael Sentel is an attorney with over 20 years  experience in securities,
professional  liability and corporate law. He became an independent ICON Trustee
in 1996.  Mr.  Sentel  began  his legal  career  with the U. S.  Securities  and
Exchange  Commission in the Denver Regional  Office.  He has owned a private law
practice  specializing  in corporate and securities  law for over 15 years.  Mr.
Sentel acted as general counsel and director to numerous public companies during
this time and was in charge of the FDIC's Professional Liability Section for the
Rocky  Mountain  Region from 1992 to 1994.  He earned his BS in  Accounting  and
Economics  from  Eastern  Illinois  University  and  his  JD  from  Saint  Louis
University  School of Law. The U. S. Department of Education  currently  employs
him as a civil rights attorney specializing in disability laws.
<PAGE>

ICON FUNDS

a new concept

Greater Opportunities

We believe the ICON Funds offer investors the most  sophisticated menu of sector
funds available today. Specifically, ICON is access to:

                                    Access  Turnover

Domestic Sectors

Basic Materials                             32%
   (12 industries)
Capital Goods                                 *
   (8 industries)
Consumer Cyclicals                           0%
   (20 industries)
Consumer Staples                              *
   (11 industries)
Energy                                        *
   (5 industries)
Financial Services                           0% 
   (12 industries)
Healthcare                                  72%
   (10 industries)
Leisure                                      3%
   (9 industries)
Technology                                  45%
   (14 industries) 
Telecommunication & Utilities                3%
   (7 industries)
Transportation                              16%
   (9 industries)







International Regions

Asia                                         0%
(7 countries)
North Europe                                14%
(9 countries)
South Europe                                 7%
(7 countries)
South Pacific                                 *
(5 countries) 
Western Hemisphere                            *
(5 countries)



Among mutual  funds,  it is not uncommon to see an annual  turnover  rate of 100
percent for stocks held within an industry.  The ICON Funds'  emphasis on timely
industry  exposure-achieved  by  assembling  baskets of stocks and keeping those
baskets fairly constant over the holding  period-sharply lessens turnover. In so
doing, it also reduces  trading costs and taxable events.  The chart to the left
reflects  approximate  percentages  of stock  turnover  since  inception by ICON
Funds.

Short-term Fixed Income Fund

* Not funded as of 9/30/97


<PAGE>


Assets Under Management

As of September 30, 1997, ICON Fund assets totaled $542 million.

Domestic = $332 million
International = $129 million
Short-Term Fixed Income = $81 million



[GRAPHIC OMITTED]





SECTOR PURITY

A survey of sector  funds  easily  reveals  funds that own  stocks of  unrelated
industries and sectors. The ICON Funds take a totally different approach: one of
purposeful  purity.  Stocks are purchased and industries are included in each of
the 11 domestic  funds  according to our industry and sector  definitions.  Only
targeted countries are included in each of the five international regions.


Professional Services

Administrative Services                  AmeriPrime Financial Services, Inc.
Fund Distribution                        AmeriPrime Financial Securities, Inc.
Custodial, Transfer Agent & 
  Fund Accounting Services               Firstar Trust Co. Mutual Fund Services
Independent Accountants                  Price Waterhouse LLP
International Sub-Custodian              Chase Manhattan Bank Global
                                           Investor Services


<PAGE>

Looking Ahead

it is our hope  that the ICON  menu will  continue  to grow to afford  investors
relying on personal advisors broader opportunity.




<PAGE>
[GRAPHIC OMITTED]


ICON FUNDS

management discussion & analysis
<PAGE>

Basic Materials

Performance
ICON Basic  Materials Fund (the "Fund") gained 9.0% from its inception on May 5,
1997 to September 30, 1997. The S&P Basic  Materials  Index gained 12.9% for the
same period. Both returns include reinvested dividends.

The Basic Materials  sector has provided a bumpy ride for investors  during most
of  1997.  The fund has the  ability  to  invest  in the  following  industries:
Construction,  Containers,  Gold/Precious Metals, Mining, Metal/Aluminum,  Paper
and Forest Products,  Chemicals,  and Steel. These industries  generally produce
commodity-like  materials used in the manufacture of end-user  products.  A wide
range of factors--commodity  prices,  supply-versus-demand,  value of the dollar
and worldwide competition--affect companies within this sector.

The ICON Funds Advisor's strategy is to focus on undervalued industries that are
growing at  sustainable  levels.  The Advisor  does not attempt to forecast  the
level of the dollar or changes in commodity prices.  Rather,  focus is placed on
valuation  in the  belief  that it will  provide a "margin  of error." By buying
stocks selling at a discount to their fair value,  the Fund should be less prone
to earnings  disappointments and benefit more from upside surprises. The Advisor
believes  this  strategy  will  reduce  downside  risk  as  well  as the  Fund's
volatility.

From a valuation perspective,  many industries within the Basic Materials sector
look  attractive.  This sector has  underperformed  the market for the past five
years and select industries recently have become undervalued. Fund strategy will
continue to be the identification of promising  industries that can be purchased
at inexpensive prices.

Industry Highlights
The Gold/Precious Metals industry is the Fund's largest holding at more than 70%
of the Fund.  Several negative factors have depressed gold stock prices in 1997.
During the summer,  several central banks sold a large  percentage of their gold
reserves in the belief that gold no longer stores  purchasing power. This caused
the price of gold to plummet to 10-year  lows.  During  this  period the average
gold  stock  fell more than 10 to 15  percent.  Gold  stocks  were  trading at a
substantial   discount  to  their  intrinsic  values.   The  Advisor  took  this
opportunity  to  increase  the  Fund's  exposure  to  the  Gold/Precious  Metals
industry.

Low gold prices affect gold companies in several ways.  Only the largest and the
most  capitalized  gold companies can withstand a prolonged period in which gold
prices are  depressed.  Smaller  firms are more  likely to either sell out or go
bankrupt. The large gold companies tend to be the lowest-cost producers of gold.
Therefore,  they can continue to make profits,  even if gold prices  continue to
fall. The large producers also can shut down unprofitable mines,  increasing the
profitability  of their  overall  operations.  These  factors  should reduce the
supply of gold in the upcoming months.  This should happen at the same time that
demand for gold increases. Demand from India and China, the world's largest gold
consumers,  is at all time highs.  Most analysts feel this trend will  continue.
While  the ICON  Funds  Advisor  does not  attempt  to  forecast  these  events,
recognizing the possibility can generate more patience for the group.

While the Gold/Precious Metals industry rallied at the end of the third quarter,
the industry is still  under-valued.  In addition,  the Fund's largest positions
are in  large-cap  names such as Barrick  Gold  Corporation  and Newmont  Mining
Corporation.  These large-cap  stocks generally have  outperformed  smaller gold
stocks.  The Advisor  continues to feel the  fundamentals are favorable for this
industry and looks for further appreciation in the upcoming months.

The Fund  also has  exposure  to the  Metal  Fabricator  industry  and the Steel
industry.  These positions have been beneficial to performance  since the Fund's
inception.  Both  industries  are  undervalued  and have good  fundamentals.  In
addition,  these industries tend to be uncorrelated to the Gold/Precious  Metals
industry.  This should reduce the Fund's overall volatility without limiting its
upside.

The Current Outlook
The fundamentals of the Basic Materials sector are highly fragmented.  Growth in
sales and earnings  continue  within the Metal  Fabricator  industry,  while the
Paper and Forest  industry is still suffering from depressed  prices.  More than
ever before,  the Fund's Advisor  believes it is important to be invested in the
right industries within the Basic Materials sector. The Advisor will continue to
focus on valuations and intensive quantitative and fundamental research.

While the Basic  Materials  sector is not as glamorous  as other  sectors of the
market,  it can be just  as  profitable.  Investors  continually  become  overly
pessimistic and overly  optimistic within this sector.  The Advisor's  valuation
strategy  helps  identify  these  occurrences  and draw  profits  from them.  By
focusing on industry  selection,  this Fund is able to target specifically those
areas perceived as most  attractive.  In addition,  the Fund has a broad menu of
industries  in  which to  invest,  increasing  its  ability  to find  attractive
investment  opportunities  in this sector.  The Advisor  strongly  believes that
holding  firm to the Fund's  core  valuation  discipline,  can create  value for
shareholders while reducing risk in an otherwise volatile sector.
<PAGE>

Portfolio Profile                     September 30, 1997
Equities                              90.9%
Top 10 Equities (% of Net Assets)     65.7%
Number of Stocks                      26
Cash & Cash Equivalents                9.2%

Top 10 Equity Holdings                September 30, 1997
Barrick Gold Corporation              12.0%
Battle Mountain Co.                    9.6%
Homestake Mining                       8.4%
Placer Dome Inc.                       8.2%
Newmont Mining Corp.                   7.0%
Newmont Gold Company                   4.7%
Amax Gold Inc.                         4.1%
Hecla Mining Corp.                     4.0%
Stillwater Mining Co.                  3.9%
Echo Bay Mines Ltd.                    3.8%

Top Industries                        September 30, 1997
Gold/Precious Metals Mining           73.9%
Metal Fabricators                      8.7%
Steel                                  8.3%

Investment  return and principal value represent past  performance and are not a
guarantee of future results. Shares may be worth more or less at redemption than
at original purchase.































[GRAPHIC OMITTED]







<PAGE>


Schedule of Investments
September 30, 1997



Shares or Principal Amount                  Market Value

Common Stocks 90.9%
<TABLE>
<CAPTION>

Gold/Precious Metals Mining 73.9%
<S>           <C>                          <C>          
   310,000     AMAX Gold Inc.a             $   2,053,750
   244,650     Barrick Gold Corp.              6,055,088
   669,400     Battle Mountain Co.             4,811,313
   335,000     Echo Bay Mines Ltd.             1,905,313
   22,600      Freeport-McMoran Copper
               Class B                           651,163
   42,000      Getchell Gold Corp.a            1,722,000
   332,000     Hecla Mining Corp.a             2,012,750
   277,000     Homestake Mining                4,241,563
   51,000      Newmont Gold Co.                2,352,375
   78,500      Newmont Mining Corp.            3,527,594
   200,000     Pegasus Gold Inc.               1,125,000
   216,000     Placer Dome Inc.                4,131,000
   91,000      Stillwater Mining Co.a          1,939,438
   100,000     TVX Gold Inc.a                    625,000
Total Gold/Precious Metals Mining             37,153,347

Steel 8.3%
   15,000      Carpenter Technology              742,500
   16,000      Nucor Corp.                       843,000
   25,000      Quantex Corp.                     876,562
   35,500      Steel Technologies                441,530
   13,000      Texas Industries Inc.             551,688
   36,000      Worthington Industries, Inc.      729,000
Total Steel                                    4,184,280

Metal Fabricators 8.7%
   26,100      Brush Wellman Inc.                670,444
   20,300      Castle (AM) Co.                   527,800
   22,400      Commercial Metals Company         715,400
   17,300      Kennametal Inc.                   839,050
   17,900      Mueller Industriesa               813,330
   25,000      Wolverine Tube Inc.a              784,374
Total Metal Fabricators                        4,350,398

Shares or Principal Amount                  Market Value

Total Common Stocks
   (Cost $42,624,504)                     $   45,688,025
Short-Term Commercial Notes 9.2%
$369,000       American Family
   5.155%      2/17/98                           369,000
$464,941       General Mills
   5.135%      5/18/98                           464,941
$1,737,388     Johnson Controls  
   5.165%      12/30/97                        1,737,388
$823,863       Pitney Bowes
   5.144%      2/4/98                            823,863
$490,672       Sara Lee
   5.124%      1/31/98                           490,672
$126,857       Wisconsin Electric 
   5.185%      11/30/97                          126,857
$607,400       Warner Lambert
</TABLE>
   5.115%      1/29/98                           607,400
Total Short-Term Commercial Notes  
   (Cost $4,620,121)                           4,620,121
Total Investments (Cost $47,244,625)
   100.1%                                     50,308,146
Liabilities less other Assets
   (0.1%)                                        (57,489)
Net Assets 100.0%                             50,250,657
The accompanying notes are an integral part of the financial statements.
a non-income producing security


<PAGE>

management discussion & analysis

Consumer Cyclicals

Performance
ICON Consumer Cyclicals Fund (the "Fund") gained 9.6% from its inception on July
9, 1997 to  September  30,  1997.  The S&P 1500 Index  gained  5.6% for the same
period. Both returns include reinvested dividends.

The ICON Consumer Cyclicals Fund has 20 S&P industry groups to chose from. These
20 industry groups have many different characteristics. One of the most striking
characteristics  is in the  range of  market  capitalization.  The five  largest
industries in terms of market  capitalization  represent  approximately 3.83% of
the S&P Super 1500.  The  remaining 15  industries  together  make up only 2.54%
(approximately)  of the S&P Super 1500. While we have not consciously sought out
small cap stocks,  our valuation strategy has directed our investments into many
of the smaller market cap industries.

By being constantly aware of the various industry valuations,  we believe we can
add value  through  industry  rotation  within the  consumer  cyclicals  sector.
However,  we do not feel that an industry  rotation strategy will lead to higher
turnover.  Value investors buy at the point of highest pessimism and simply wait
for stocks to  appreciate  to their fair  value-sometimes  as long as two years.
This strategy requires a highly disciplined,  unemotional, and patient approach,
which we believe will add value over the long-term.

Industry Highlights
The Retail  Specialty  industry is one of the largest S&P  industry  groups with
over 30  companies.  This  industry  is also  comprised  of a  diverse  group of
companies,  ranging  from  Discount  Auto  Parts  Inc.  to  OfficeMax  Inc..  We
identified value primarily in two subgroups within the industry: the auto repair
and auto parts retailing group,  and the office products group.  Since July, our
Retail  Specialty  stocks  are up an  average  of 10%.  Looking  forward,  these
companies   continue  to  demonstrate  strong  growth  prospects  at  attractive
valuations.

The Homebuilding industry has been one of the best-performing  industries in the
fund.  On average,  these stocks are up 19% from July.  The group is  benefiting
from a favorable interest rate environment and the continuing,  steady growth of
the economy.  In addition,  these  companies  have done a better job than in the
past of keeping supply in line with demand,  and of keeping a close eye on their
costs.

The Retail (Home Shopping)  industry has broken three straight years of negative
performance  and has been one of the best  performing  S&P  industry  groups for
1997. Since the ICON Consumer Cyclicals Fund inception date of July 9, 1997, the
S&P Retail  (Home  Shopping)  index has  appreciated  16.9%.  The ICON  Consumer
Cyclicals  Fund has  maintained  a position in Home  Shopping  stocks  since its
inception  date.  During the summer of 1997,  many of the  companies in the Home
Shopping  industry were affected by the UPS strike.  However,  the impact of the
strike was  minimal as many of the  retailers  were able to switch to  secondary
carriers with few, if any, difficulties.

The Textiles (Home  Furnishings)  industry  consists of companies that primarily
manufacture  carpet and other commercial and home floor coverings.  Our Benjamin
Graham based valuation  models have looked  favorably upon the home  furnishings
industry for quite some time. Not only has this industry been a great value,  it
has also been a compliment to our position in the Homebuilding industry.

The Current Outlook
One of the more dominant  themes  throughout  the year has been the dichotomy of
the "small cap" versus the "large cap." The last several  years have been led by
many of the large cap issues.  During the second half of 1997,  we have seen the
reemergence of the "small cap" market.  Our industry  selections within the ICON
Consumer  Cyclicals  Fund are  consistent  with this theme.  Using our  Benjamin
Graham  based  valuation  model,  we  have  been  led to  many  of  the  smaller
capitalized industries.

The performance of the Consumer Cyclicals sector
is very  dependent on the strength of the overall  economy and the interest rate
environment.  Lately,  we have heard  phrases  like "the new world  economy," or
"paradise  found," or even the "new  economic  paradigm"  to describe a scenario
that will allow the market to appreciate 15-30% per year with little resistance.
Unfortunately,   our  highly   disciplined,   unemotional,   quantitative,   and
fundamental  research  continues  to conclude  that future  stock prices will be
dictated by a past  earnings  base,  the future  growth in earnings,  beta,  and
interest  rates--not  by a "new  paradigm."  Given a  favorable  environment  of
earnings and interests rates, we feel that the ICON Consumer Cyclicals Fund will
continue  to be an  excellent  investment.  The Fund will  continue  to focus on
under-valued  industries that are growing at sustainable levels,  while avoiding
those  industries  that the "new  paradigm"  has  carried to  historically  high
valuation levels.
<PAGE>

Portfolio Profile                        September 30, 1997
Equities                                 96.7%
Top 10 Equities (% of Net Assets)        31.2%
Number of Stocks                         41
Cash & Cash Equivalents                   3.4%

Top 10 Equity Holdings                   September 30, 1997
Clayton Homes Inc.                        3.6%
Shaw Industries Inc.                      3.5%
Autozone Inc.                             3.4%
Global Directmail Corp.                   3.2%
Champion Enterprises Inc.                 3.1%
Jacobs Engineering Group Inc.             2.9%
Centex Corp.                              2.9%
CDW Computer Centers Inc.                 2.9%
Micro Warehouse Inc.                      2.9%
Lands End Inc.                            2.8%

Top 5 Industries                         September 30, 1997
Retail (Specialty)                       24.0%
Homebuilding                             22.5%
Retail (Home Shopping)                   13.9%
Engineering & Construction               11.1%
Textiles (Home Furnishings)`              9.9%


Investment  return and principal value represent past  performance and are not a
guarantee of future results. Shares may be worth more or less at redemption than
at original purchase.




[GRAPHIC OMITTED]







<PAGE>



Schedule of Investments
September 30, 1997



Shares or Principal Amount                  Market Value
Common Stocks 96.7%
Engineering & Construction 11.1%
   9,700       Fluor Corp.                  $    520,163
   10,300      Foster Wheeler Corp.              452,556
   13,300      Granite Construction              307,563
   19,800      Jacobs Engineering
               Group Inc.a                       606,375
   11,700      McDermott
               International Inc.                427,050
Total Engineering & Construction               2,313,707
Homebuilding 22.5%
   10,400      Centex Corp.                      607,100
   34,200      Champion Enterprises Inc.a        654,075
   40,900      Clayton Homes Inc                 759,206
   14,900      Fleetwood Enterprises             500,081
   20,500      Kaufmann & Broad Home             444,594
   10,800      Lennar Corp.                      459,000
   17,500      Oakwood Homes                     496,563
   9,800       Pulte Corp.                       374,850
   18,300      Toll Brothers Inc.a               425,476
Total Homebuilding                             4,720,945
Retail (Home Shopping) 13.9%
   9,500       CDW Computer Centers Inc.a        615,125
   19,300      Fingerhut Companies Inc.          434,250
   29,600      Global Directmail Corp.a          662,300
   19,100      Lands End Inc.                    588,519
   27,400      Micro Warehouse Inc.a             599,375
Total Retail (Home Shopping)                   2,899,569
Retail (Specialty) 24.0%
   23,600      Autozone Inc.a                    708,000
   18,500      Claire's Stores Inc.              413,938
   13,900      Discount Auto Parts Inc.a         333,600
   25,300      Heilig-Meyers Co.                 388,988
   18,200      O'Reilly Automotive Inc.a         414,050
   32,100      OfficeMax Inc.a                   487,519
   20,000      Pep Boys-Manny Moe & Jack         545,000
   12,900      Sports Authority Inc.a            240,263
   19,000      Staples Inc.a                     524,875
   13,400      Toys R Us Inc.                    475,700
   22,600      Viking Office Products Inc.a      491,550
Total Retail (Specialty                        5,023,483

Shares or Principal Amount                  Market Value
Common Stocks - continued
Textiles (Home Furnishings) 9.9%
   15,600      Interface Inc. Class A       $    454,350
   18,900      Mohawk Industries Inc.a           517,388
   58,500      Shaw Industries Inc.              734,906
   6,900       Springs Industries Class A        362,250
Total Textiles (Home Furnishings)              2,068,894
Textiles (Speciality) 8.6%
   27,100      Burlington Industries Inc.        379,400
   20,500      Guilford Mills Inc.               533,000
   14,000      UNIFI Inc.                        573,125
   13,700      Wellman Inc.                      317,669
Total Textiles (Speciality)                    1,803,194
Housewares 6.7%
   13,300      Newell Companies                  532,000
   18,300      Rubbermaid Inc.                   467,792
   14,200      Tupperware Corp.                  399,372
Total Housewares                               1,399,164
Total Common Stocks
   (Cost $18,387,006)                         20,228,956
Short-Term Commercial Notes 3.4%
$649,686       Johnson Controls
   5.165%      12/30/97                          649,686
$64,316        Wisconsin Electric
   5.185%      11/30/97                           64,316
Total Short-Term Commercial Notes    
   (Cost $714,002)                               714,002
Total Investments (Cost $19,101,008)
   100.1%                                     20,942,958
Liabilities less other Assets (0.1%)             (27,154)
Net Assets 100.0%                         $    20,915,80
The accompanying notes are an integral part of the
financial statements.

a non-income producing security
<PAGE>





management discussion & analysis

Financial Services

Performance
ICON Financial Services Fund (the "Fund") gained 5.1% from its inception on July
1, 1997 to September 30, 1997. The Lipper Financial  Services Index gained 12.4%
for the same period. Both returns include reinvested dividends.

The Financial  Services sector has performed well during most of 1997;  however,
its momentum has slowed  during the third  quarter  compared to other sectors of
the market.  Multiples have expanded and interest rate volatility has increased.
Both these factors increase the downside risk of financial services stocks.

Such factors make valuations more important now than they have been in the past.
During the 1980s, most financial services stocks were trading at only book value
or below book value (a common, static measure of a stock's value). Any good news
had a  positive  effect  on this  sector's  stock  performance.  In  comparison,
financial stocks now trade, on average,  at two to  two-and-one-half  times book
value.  Your  Fund's  Advisor  believes  any bad news  will  have a  significant
negative effect on stock performance. Therefore, the Fund strategy will continue
to focus on undervalued industries that are growing at sustainable levels.

By being  constantly  aware of the  various  industry  valuations,  the  Advisor
believes  value can be added  through  industry  rotation  within the  Financial
Services sector. However, it does not believe that an industry-rotation strategy
will lead to higher turnover. On the contrary,  turnover is expected to be lower
than average due to the Fund's  valuation  strategy.  Value investors buy at the
point of the highest pessimism and simply wait for stocks to appreciate to their
fair  value.   Benjamin  Graham,  a  highly  regarded  value  investor,   bought
undervalued  stocks and would wait for up to two years for them to appreciate to
their  intrinsic  value.  This Fund's strategy is the same. It requires a highly
disciplined, unemotional, and patient approach, which the Advisor feels will add
value over the long-term.

Industry Highlights
Banks (Money Centers) are trading near their  intrinsic  values;  however,  they
have the most stable earnings within the financial sector and their fundamentals
look  bright.  On average,  they trade at a 20%  discount to the  market's  book
multiple,  but are trading at higher  multiples than they have in the past. This
makes your Fund  cautious  towards the group,  and it will continue to watch for
overvalued situations.

The  Consumer  Finance  industry is trading at a  significant  discount to their
historical  valuations,  as well as to the broad market. In addition, the Fund's
average stock is forecasted to grow at approximately  16% over the next three to
five years. This growth is higher than most other industries the Fund follows in
the sector.  The Consumer Finance  industry is the Fund's largest  holding.  The
Advisor  continues to feel that,  over the next few quarters,  these stocks will
help the performance of the fund.

The Fund also has large positions  within the Insurance  (Property and Casualty)
and Insurance  (Life/Health)  industries.  The Insurance (Property and Casualty)
industry has been under pressure due to pricing issues and high competition. The
Insurance  (Life/Health)  industry  also has been  depressed  due to  decreasing
margins and higher medical costs.  However,  both industries have benefited from
acquisitions  as well as a stable stock and  interest  rate  environment.  Going
forward,  the  Advisor  feels  there are  numerous  opportunities  within  these
industries.  Your  Fund  will  continue  to focus on the  fundamentals  of these
industries and on valuations.

The Current Outlook
Valuations  are getting  stretched in the financial  sector as financial  assets
have performed well during the 1980s and 1990s.  With virtually no inflation and
a wave of industry  consolidation,  the  environment has been good for insurance
and  banking  stocks.  This has lead to higher  multiples  within the  financial
services sector.  However,  your Fund has identified several industries that are
trading at discounts  to their  intrinsic  value.  These  include the  Insurance
industries and the Consumer Finance industry, both of which have had fundamental
difficulties  over the last year.  Slowing  revenues have hampered the Insurance
industries  while the Consumer Finance industry has had credit card debt default
issues.  Your Fund's Advisor  believes  current  pessimism is excessive and that
these industries represent good values.

This  sector's  sensitivity  to interest  rates is higher now than it was in the
1980s. Some investors believe they can add value by forecasting  interest rates.
Your  Fund's  Advisor  does not.  Therefore,  it does not focus time on guessing
inflation,  the Federal  Reserve or the  direction of the dollar,  but rather on
fundamental  research  and  valuations  as the  main  determinants  of  industry
selection.

During  the  1980's,   pessimism  regarding  U.S.  financial   institutions  was
excessive.  Investors believed that Japanese financial institutions would expand
globally, leaving U.S. financial institutions behind. Not only has this scenario
been avoided,  domestic  financial  companies have thrived and are now among the
most efficient and profitable  financial  institutions  in the world.  Your Fund
Advisor  feels this trend will  continue.  In addition,  it believes that as the
sector  consolidates,  economies of scale will develop  which will  increase the
profitability  of the group. The Fund's strategy will continue to be to identify
promising  industries  that can be purchased at  inexpensive  prices.  Intensive
quantitative and fundamental research will drive the investment process.
<PAGE>

Portfolio Profile                           September 30, 1997
Equities                                    99.1%
Top 10 Equities (% of Net Assets)           41.3%
Number of Stocks                            49
Cash & Cash Equivalents                      0.9%

Top 10 Equity Holdings                      September 30, 1997
Green Tree Financial Corp.                   5.7%
MBNA Corp.                                   4.8%
Capital One Financial Corp.                  4.7%
Beneficial Corp.                             4.4%
Chase Manhattan Corp.                        4.1%
Household International Inc.                 4.0%
Citicorp                                     3.9%
BankAmerica Corp.                            3.4%
Marsh & McLennan Cos.                        3.2%
ContiFinancial Corp.                         3.1%

Top 5 Industries                            September 30, 1997
Consumer Finance                            26.8%
Insurance (Property/Casualty)               24.8%
Banks & Bank Holding Companies              16.5%
Insurance (Life/Health)                     13.5%
Insurance Brokers                            8.8%
 

Investment  return and principal value represent past  performance and are not a
guarantee of future results. Shares may be worth more or less at redemption than
at original purchase.




[GRAPHIC OMITTED]



<PAGE>




Schedule of Investments
September 30, 1997



Shares or Principal Amount                           Market Value
Common Stocks 99.1%
Banks & Bank Holding Companies 16.5%
  15,000          BankAmerica Corp.                  $  1,099,688
  6,200           Bankers Trust New York Corp.            759,500
  11,300          Chase Manhattan Corp.                 1,333,400
  9,400           Citicorp                              1,259,013
  11,500          First Chicago NBD Corp.                 865,375
Total Banks & Bank Holding Companies                    5,316,976
Consumer Finance 26.8%
  18,500          Beneficial Corp.                      1,409,469
  33,400          Capital One Financial Corp.           1,528,050
  30,900          Contifinancial Corp.a                 1,004,250
  39,200          Green Tree Financial Corp.            1,842,400
  11,500          Household International Inc.          1,301,656
  38,000          MBNA Corp.                            1,539,000
Total Consumer Finance                                  8,624,825
Insurance Brokers 8.8%
  16,100          Aon Corp.                               851,288
  2,600           Erie Indemnity Corp.                     84,500
  8,000           Gallagher (Arthur J.) & Co.             298,000
  13,300          Marsh & McLennan Cos.                 1,019,113
  55,900          Willis Corroon Group, PLC ADR           586,950
Total Insurance Brokers                                 2,839,851
Insurance (Life/Health) 13.5%
  12,000          AETNA Inc.                              977,250
  11,100          AFLAC Inc.                              602,175
  5,800           Equitable of Iowa Co.                   388,600
  4,300           Life RE Corp.                           226,825
  4,200           Protective Life Corp.                   212,100
  7,700           Provident Cos Inc.                      538,519
  7,600           Reliastar Financial Corp.               302,575
  5,800           TransAmerica Corp.                      577,100
  12,000          Unum Corp.                              547,500
Total Insurance (Life/Health)                           4,372,644
Insurance (Multi-Line) 8.7%
  5,500           American International Group            567,531
  3,000           CIGNA Group                             558,750
  13,000          Conseco Inc.                            634,563
  3,400           Hartford Financial Services             292,613
  4,400           Lincoln National Corp.                  306,350
  6,700           Travelers Group Inc.                    457,275
Total Insurance (Multi-Line)                            2,817,082

Shares or Principal Amount                           Market Value
Common Stocks - continued
Insurance (Property/Casulty) 24.8%
  7,600           Allstate Corp.                     $    610,850
  6,700           American Financial
                  Group, Inc.                             298,150
  7,500           Berkley (W R)                           322,970
  5,400           Capital Re Corp.                        329,400
  10,900          Chubb Corp.                             774,582
  4,500           CMAC Investment Corp.                   241,314
  5,200           CNA Financial Corp.a                    660,076
  6,200           Enhance Financial Svcs Group            339,450
  3,900           General Re Corp.                        774,150
  5,500           HSB Inc.                                306,282
  6,600           Ohio Casualty Corp.                     306,075
  9,600           Orion Capital Corp.                     435,000
  4,800           Progressive Corp Ohio                   514,200
  9,400           Safeco Corp.                            498,200
  5,700           Selective Insurance Group Inc.          293,550
  5,400           St Paul Co.                             440,428
  11,100          Trenwick Group Inc.                     419,025
  18,100          USF&G Corp.                             415,170
Total Insurance (Property/Casualty)                     7,978,872
Total Common Stocks
                  (Cost $30,280,032)   31,950,250
Short-Term Commercial Notes 0.9%
$2,008            American Family
                  5.155%               2/17/98              2,008
$144,555          Johnson Controls
                  5.165%               12/30/97           144,555
$146,826          Wisconsin Electric
                  5.185%               11/30/97           146,826
Total Short-Term Commercial Notes
                  (Cost $293,389)                         293,389
Total Investments (Cost $30,573,421)
                  100.0%                               32,243,639
Liabilities less other Assets (0.0%)                       (6,594)
Net Assets 100.0%                      $               32,237,045
The accompanying notes are an integral part of the
financial statements.
a non-income producing security
<PAGE>




management discussion & analysis

Healthcare

Performance
ICON  Healthcare  Fund (the "Fund")  gained 17.8% from its inception on February
24, 1997 to September  30, 1997.  The Lipper  Health/Biotechnology  Index gained
13.8% for the same period. Both returns include reinvested dividends.

The Healthcare sector performed well compared to other sectors of the market. As
multiples  expanded  during  the  year,  investors  have  put a  premium  on the
consistent  earnings  growth  that  the  Healthcare  sector  provides.  This has
benefited the Fund's performance. However, the Advisor has noticed that industry
fundamentals and, specifically, valuations, have been more important now than in
previous years.  Portfolio strategy continues to focus on undervalued industries
that are growing at sustainable levels.

As value  investors,  your Fund looks to invest in undervalued  industries in an
otherwise high P/E sector. In addition,  the Fund Advisor constantly screens for
valuations in order to exploit inefficient pricing in the market.  Recently, the
Fund  has  reduced  its  position  in the  Managed  Care  industry  in  favor of
bargain-priced  Biotechnology  stocks.  The  Advisor  feels this value  strategy
reduces the risk of investing in healthcare  stocks  because it gives the Fund a
substantial  "margin of error." The Advisor  feels  strongly  that this  reduces
downside risk and volatility.

Industry Highlights
The  Healthcare  sector  performed  well compared to other sectors of the market
during 1997. However,  industry performance has varied dramatically.  During the
beginning  of the year  the  Healthcare  Long-Term  Care  industry  was the best
performer.  This industry included  companies that provide nursing home care and
assisted  living  care.  They  benefited  from  two  factors:  acquisitions  and
cross-selling.  It is very  difficult to enter new long-term  care  markets,  as
growing firms need to obtain a "certificate  of need" from the HCFA  (Healthcare
Financing  Administration)  to build  new  healthcare  facilities.  This is both
expensive and time consuming.  Thus, large long-term care providers would rather
buy smaller providers than build new facilities.  Cross-selling  entails selling
pharmacy  products,  as well as providing extra  services,  within the long-term
facility.   By  providing  these  extra  products  and  services,   rather  than
subcontracting them out, the long-term care providers have been able to increase
their  margins.  Both factors were  catalysts for the industry to approach their
fair value. This has benefited the Fund, as we had over 25% of the Fund's assets
invested  in this  industry  in the first  part of the year.  The fund has since
lowered its  position,  as the industry  has  appreciated  and other  industries
currently stand out as better bargains.

The Fund continues to maintain substantial positions in the Healthcare Drugs and
Pharmaceuticals  industry. The sell-off of these large drug companies during the
summer allowed the Fund to increase its position in this  undervalued  industry.
While historical  valuation  techniques show these stocks to be expensive,  they
fail to take into account their higher  growth  rates.  The typical stock in the
Fund basket is  forecasted  to grow 15% or more in the next three to five years.
The Fund's  valuation  process  recognizes this future growth and indicates that
these  industries  continue to be undervalued.  In addition,  these earnings are
very  stable and highly  predictable,  which  makes the  Advisor  feel even more
confident in the Fund's large position.

The  Biotechnology  industry has caught the Advisor's  attention,  as the market
rally over the past few years has left this  industry  behind.  The Fund Advisor
believes  this is one of the best  investment  opportunities  in the  Healthcare
sector.  Not  only  are  valuations  historically  low,  but  these  stocks  are
significantly  less  risky  than  they  have  been  in the  past.  Biotechnology
companies are now developing  numerous products and are partnering up with large
pharmaceutical  companies  in  order to  bring  the  final  product  to  market.
Biotechnology  companies are no longer  "betting the ranch" on one product,  and
they now have  additional  financing  provided  by their  larger  partners.  The
Advisor feels these two factors have improved the  fundamentals of the industry.
In  addition,  we believe  this will lead to  appreciation  in this  undervalued
industry.

The Current Outlook
     Improving  demographics  should help the healthcare  industry over the next
few years, as the "graying of America" increases the demand for the products and
services it provides. However, the Fund's Advisor believes it more important now
than ever  before to be  invested  in the right  industries  within  Healthcare.
Industry  fundamentals  deviate  highly from  industry  to  industry  within the
sector. For example,  pricing within the drugs and  pharmaceutical  industry has
been growing at two to three  percent a year,  closely  resembling  the national
inflation rate.  Pricing within the generic drug industry has actually fallen by
10 to 15%  over the  last  few  years.  This  decreases  the  profitability  and
negatively  impacts earnings,  which ultimately  affects  valuations within this
segment of the sector.  In addition,  valuations vary dramatically from industry
to industry.  Your Fund's strategy is to identify promising  industries that can
be purchased at  inexpensive  prices.  Intensive  quantitative  and  fundamental
research  drives the Fund's  investment  process.  The Fund's  Advisor  believes
adhering to value discipline will reduce risk and improve long-term  performance
for investors.
<PAGE>

Portfolio Profile                              September 30, 1997
Equities                                       97.2%
Top 10 Equities (% of Net Assets)              35.8%
Number of Stocks                               73
Cash & Cash Equivalents                         2.8%

Top 10 Equity Holdings                         September 30, 1997
Lilly (Eli) & Co.                               5.2%
Pfizer Inc.                                     5.2%
Bristol Myers Squibb                            4.7%
Schering-Plough Corp.                           4.2%
Merck & Co.                                     3.2%
Mylan Laboratories                              3.0%
Watson Pharmaceuticals Com.                     2.7%
Humana Inc.                                     2.7%
Warner-Lambert Co.                              2.5%
American Home Products Corp.                    2.4%

Top 5 Industries                               September 30, 1997
Drugs/Pharmaceuticals                          18.2%
Diversified                                    16.6%
Biotechnology                                  15.6%
Managed Care                                   14.4%
Long-Term Care                                 13.3%



Investment  return and principal value represent past  performance and are not a
guarantee of future results. Shares may be worth more or less at redemption than
at original purchase.



[GRAPHIC OMITTED]


<PAGE>




Schedule of Investments
September 30, 1997


Shares or Principal Amount                           Market Value
Common Stocks & Rights 97.2%
Distributors (Food & Health) 5.8%
   25,100        Allegiance Corp. Com.               $    778,100
   21,000        Bergen Brunswig Corp. Class A            847,875
   17,000        Cardinal Health Inc.                   1,207,000
   11,900        McKesson Corp.                         1,213,056
   12,400        Sola International                       425,475
Total Distributors (Food & Health)                      4,471,506
Diversified 16.6%
   15,500        Abbott Laboratories                      991,031
   12,500        Allergan Inc.                            452,344
   25,900        American Home Products Corp.           1,890,700
   44,250        Bristol Myers Squibb                   3,661,688
   72,800        IVAX Corp.                               855,400
   30,800        Johnson & Johnson                      1,774,850
   35,300        Sierra Health Servicesa                1,292,863
   14,200        Warner Lambert Co.                     1,916,113
Total Diversified                                      12,834,989
Drugs 9.7%
   70,200        Alpharma Inc. Class A                  1,570,725
   11,700        Alpharma Inc. Rights                      65,812
   32,950        Forest Laboratories Class Aa           1,388,019
   7,000         Medimmune, Inc.                          257,250
   102,400       Mylan Laboratoriesa                    2,297,600
   14,700        RP Scherer/DEa                           910,481
   40,000        Sequus Pharmaceuticals                   345,000
   62,400        US Bioscience Inc.a                      709,800
Total Drugs                                             7,544,687
Drugs/Pharmaceuticals 18.2%  
   5,500         Genentech, Inc.                          319,688
   33,450        Lilly (Eli) & Co.                      2,458,463
   66,700        Pfizer, Inc.                           4,006,169
   63,500        Schering-Plough Corp.                  3,270,250
Total Drugs/Pharmaceuticals                            14,083,204
Long-Term Care 13.3%
   79,100        Beverly Enterprisesa                   1,374,363
   42,700        Genesis Health Ventures, Inc.a         1,662,631
   20,650        Health Care & Retirement/DEa             767,922
   46,900        Healthsouth Corp.a                     1,251,644
   36,200        Horizons/CMS Healthcare Corp.a           809,975
   16,000        Integrated Health 
                 Services, Inc.a                          535,000
   3,000         Living Centers of America, Inc.a         122,250
   98,000        Mariner Health Group, Inc.a            1,543,500
   75,000        Novacare, Inc.a                        1,293,750
   44,700        Sun Healthcare Group, Inc.               919,144
Total Long-Term Care                                   10,280,179
Managed Care 14.4%
   8,500         Express Scripts Inc. Class Aa            457,938
   49,040        Foundation Health  
                 Systems Corp.a                         1,569,280
   13,000        Healthcare Compare Corp.a                830,375
   88,500        Humana Inc.                            2,107,406
   18,200        Oxford Healthplans, Inc.a              1,362,725
   26,850        Pacificare Health System
                 Class Ba                               1,829,156
   11,300        Phycor, Inc.                             328,406

Shares or Principal Amount                           Market Value
Common Stocks - continued
Managed Care - continued
   36,150        United Healthcare Corp.             $  1,807,500
   14,100        Wellpoint Health Networks
                 Class A                                  816,919
Total Managed Care                                     11,109,705
Medical Products/Supplies 3.7%
   16,400        ADAC Laboratories                        306,475
   19,700        Ballard Medical Products                 475,263
   24,600        Biomet Inc.                              590,400
   10,800        Boston Scientific Corp.                  596,025
    7,600        Dentsply Internantional Inc.             425,600
   16,500        Respironics Inc.                         453,750
Total Medical Products/Supplies                         2,847,513
Biotechnology 15.5%
   22,500        Amgen Inc.                             1,078,594
    8,700        Anesta Corp Com                          202,275
   16,000        Biogen Inc.                              519,000
   37,000        Cell Genesys Inc.                        291,375
   29,800        Centocor Inc.                          1,417,363
   66,000        Chiron Corp.                           1,493,250
   13,500        Cor Therapeutics Inc.                    224,438
   22,000        Genome Therapeutics Corp.                192,500
   41,000        Genzyme Corp.                          1,219,750
   11,000        Guilford Pharmaceuticl Inc.              324,500
    8,000        Human Genome Sciences Com.               344,500
    4,500        Immunex Corp New Com.                    302,625
    7,700        Inhale Therapeutic Sys Com.              241,587
   13,500        Intercardia Inc.                         303,750
   20,500        Ligand Pharmaceuticals Class B           338,250
   18,300        Magainin Pharaceutics Com.               209,305
   17,000        Millennium Pharmaceutic Com.a            331,500
    7,500        Neurogen Corp.                           202,500
   11,300        Nexstar Pharmaceutical Com.              200,574
    6,500        Protein Design Labs Inc.                 251,874
   13,000        Sugen Inc. Com.                          261,624
   34,600        Watson Pharmaceuticals Com.            2,067,350
Total Biotechnology                                    12,018,484
Total Common Stocks & Rights
                  (Cost $66,455,657)  75,190,267
Short Term Commercial Notes 1.2%
$123,000          American Family
                  5.155%              2/17/98             123,000
$136,000          Johnson Controls
                  5.165%              12/30/97            136,000
$263,000          General Mills
                  5.135%              5/18/98             263,000
$240,000          Pitney Bowes
                  5.144%              2/4/98              240,000
$143,316          Sara Lee
                  5.124%              1/31/98             143,316
Total Short-Term Commercial Notes
                  (Cost $905,316)                         905,316
Total Investments (Cost $67,360,973) 
                          98.4%                        76,095,583
Other Assets less Liabilities 1.6%                      1,211,263
Net Assets 100.0%                     $                77,306,846
The accompanying notes are an integral part of the
financial statements.
a non-income producing security
<PAGE>





management discussion & analysis

Leisure

Performance
The ICON  Leisure Fund (the  "Fund")  gained 13.5% from its  inception on May 9,
1997  to  September  30,  1997.  The  Standard  &  Poor's  Entertainment/Leisure
Composite  Index gained 5.1% over that same period.  Both return figures include
reinvested dividends.

The Leisure sector of the market has  experienced  steady  appreciation in 1997.
Although  the  Leisure  sector has not been among the  market  leaders,  several
industries stand out with above-average  performance.  The Broadcasting industry
has been the strongest performer since the ICON Leisure Fund has been opened.

The ICON Leisure Fund has emphasized four industries:  Restaurants, Leisure Time
(Products), Gaming and Broadcasting. All four industries have contributed to the
appreciation of the Fund. As previously mentioned, the Broadcasting industry has
been the top performer within the Leisure sector. The Broadcasting  industry has
been led by Cable stocks,  which appreciated rapidly in the most recent quarter.
Leisure Time (Products), which include such strong performers as Mattel Inc. and
Harley  Davidson Inc.,  have also been steady  contributors  to the ICON Leisure
Fund. Gaming,  Lottery & Parimutuel  stocks,  initially a drag on the portfolio,
rebounded and have since become market leaders.  Finally,  performance of stocks
within the  Restaurant  industry  has been mixed.  Several  issues,  such as CKE
Restaurants  and Darden  Restaurants  Inc.,  have  outpaced the market while the
potential  for such names as McDonalds  Corp.  and Boston  Chicken has yet to be
realized.

Industry Highlights
Due to very  attractive  valuations,  Restaurant  stocks  have been the  largest
holding in the ICON Leisure Fund.  With  reasonable  multiples and above average
growth potential,  Restaurant stocks look poised to become market leaders.  Thus
far, some Restaurant issues,  including McDonalds Corp. and Boston Chicken, have
been negatively impacted by disappointing  short-term results.  When this causes
investors to be overly  pessimistic  and pushes prices below their fair value, a
buying   opportunity   can  result.   If  addressed  by  competent   management,
disappointing  short-term  results and their  associated  problems are generally
resolved.  On average,  Restaurant  stocks have increased 10% since the fund has
been opened;  however, many stocks have fared much better. CKE Restaurants Inc.,
with earnings that continue to surprise on the upside,  has appreciated  well in
excess of 50%  since  being  purchased.  Darden  Restaurants  Inc.  and  Brinker
International,   two  classic  value  stocks,   were  purchased   shortly  after
disappointing   news  releases  and  subsequent  price  declines.   Since  being
purchased,  both stocks have approximately  doubled the performance of the broad
market. Despite appreciation in some issues, the Restaurant industry remains one
of the most attractively valued industries within the U.S. stock market.

Within the  Broadcasting  industry,  Cable stocks have recently  regained  their
favor among market participants. Just one or two years ago, most Cable companies
were assumed to be relics,  as new technologies  were deemed to replace existing
Cable assets.  Because of this, most Cable stocks  underperformed the market the
last  few  years.  For  value   investors,   this  created  a  wonderful  buying
opportunity.  The bad news was  already  out and share  prices  had  suffered  a
dramatic  setback.  Many  times,  reality  turns  out to be  less  adverse  than
initially  feared.  Cable  companies  have not gone out of business and have not
been  replaced by new  satellite  and digital  technologies.  Rather,  these new
technologies  have  stumbled as they have not provided  all the  benefits  their
proponents  initially promised.  Cable companies,  however,  have been improving
their cash flow, paying down debt, and attempting to enter new markets. The four
Cable stocks owned in the ICON  Leisure Fund include  Telecommunications,  Inc.,
Cox  Communications  Inc., Comcast Corp., and TCA Cable TV Inc.. Time Warner, an
ICON  Leisure  Fund stock  which also has cable  operations,  is  classified  by
Standard  & Poor's as an  entertainment  company.  Time  Warner  has also been a
strong performer in recent months.

Similar to Cable  stocks,  Gaming,  Lottery & Parimutuel  stocks were also being
bombarded by bad news when they were  initially  purchased  for the ICON Leisure
Fund.  Gaming  analysts  were  calling the industry  growth rate to subside.  In
addition, analysts predicted that traditional Las Vegas-style casinos would lose
key  business to new gaming  developments.  This news may or may not prove to be
true in the future.  However, Gaming stocks were being priced as though they had
no growth potential. With pessimism high, the Fund made its initial purchases in
early May. The stocks were initially a drag on the portfolio;  however, analysts
recently  began  singing a different  tune as Gaming  stock  performance  turned
around.  The growth  prospects  are now not as negative as once  thought.  Those
stocks  classified by Standard & Poor's as Gaming,  Lottery & Parimutuel  stocks
and held in the portfolio include Mirage,  Circus Circus,  International  Gaming
Technology  and  Harrah's.  The  Leisure  Products  industry  has  been a  solid
contributor to  performance.  Many stocks within this industry have growth rates
that are in line with their P/E multiples.  Top performing stocks include Mattel
Inc.,  Hasbro Inc.,  Brunswick  Corp.,  Harley-Davidson  Inc. and WMS Industries
Inc.. Despite appreciation, these stocks continue to look like good values.

Current Outlook
Despite  volatility in the broad market,  many Leisure  stocks have  appreciated
steadily.  Because  of this,  the ICON  Leisure  Fund has  exhibited  a very low
correlation with the broad market. With approximately  market-matching  returns,
the fund has been a good diversification tool for domestic investors.

Arguments can be made that many Leisure  stocks are well  positioned to reap the
benefits of current  demographic  and economic  trends within the United States.
The  strong  economy  has given  consumers  the  disposable  cash flow to pursue
leisurely  activities  such  as  dining,  gambling,  or  riding
<PAGE>
 
     Harley-Davidson  motorcycles.  The Fund Advisor  believes that  significant
opportunities exist for growth within the Leisure sector. As such, stocks within
the Leisure sector remain  attractively  valued.  The high growth  potential and
reasonable  multiples make many industries  within the Leisure sector compelling
investment  opportunities.  As current  industries held remain  undervalued with
strong  appreciation  potential,  the Advisor does not anticipate  much turnover
within the fund.


Portfolio Profile                                    September 30, 1997
Equities                                             97.9%
Top 10 Equities (% of Net Assets)                    37.7%
Number of Stocks                                     39
Cash & Cash Equivalents                               2.1%
Top 10 Equity Holdings                               September 30, 1997
Intl. Game Technology                                 4.5%
Harrahs Entertainment Inc.                            4.4%
Mirage Resorts Inc.                                   4.4%
Circus Circus Enterprises Inc.                        4.0%
Telecommunications Inc. Class A                       3.8%
Cracker Barrel Old Country Store                      3.7%
Comcast Corp Class A                                  3.6%
Cox Communications Class A                            3.1%
McDonalds Corp.                                       3.1%
Top 5 Industries                                     September 30, 1997
Restaurants                                          28.6%
Gaming, Lottery & Parimutuel                         17.4%
Leisure Time (Products)                              16.2%
Broadcasting, TV, Radio, Cable                       13.3%
Entertainment                                         9.5%



Investment  return and principal value represent past  performance and are not a
guarantee of future results. Shares may be worth more or less at redemption than
at original purchase.


[GRAPHIC OMITTED]

<PAGE>



Schedule of Investments
September 30, 1997



Shares or Principal Amount                           Market Value
Common Stocks 97.9%
Tobacco           8.7%
   52,000         Gallagher Group PLC ADR            $    997,750
   47,700         Philip Morris Cos. Inc.               1,982,531
   49,800         RJR Nabisco Holdings Corp.            1,711,875
   37,400         UST Inc.                              1,143,038
Total Tobacco                                           5,835,194
Broadcasting TV, Radio, Cable 13.3%
   93,300         Comcast Corp. Class A                 2,402,475
   73,900         Cox Communications Inc.
                  Class A                               2,036,869
   48,800         TCA Cable TV Inc.                     1,903,200
  122,300         Telecommunications Inc.
                  Class A                               2,507,150
Total Broadcasting TV, Radio, Cable                     8,849,694
Entertainment 9.5%
   23,900         Disney (Walt) Company                 1,926,938
   24,600         Regal Cinemas Inc.                      661,125
   34,300         Time Warner Inc.                      1,858,631
   60,300         Viacom Inc. Class A                   1,895,681
Total Entertainment                                     6,342,375
Lodging Hotels 4.2%
   43,700         Hilton Hotels                         1,472,144
   56,100         LaQuinta Inns Corp.                   1,321,856
Total Lodging Hotels                                    2,794,000
Leisure Time (Products) 16.2%
   52,000         Arctic Cat Inc.                         598,000
   63,000         BAT Industries, PLC ADR               1,122,188
   42,500         Brunswick Corp.                       1,498,125
   29,400         Callaway Golf Co.                     1,025,325
   40,300         GTech Holdings Corp.                  1,377,756
   52,800         Harley-Davidson Inc.                  1,541,100
   46,000         Hasbro Inc.                           1,293,750
   19,200         K2 Inc.                                 482,400
   30,700         Mattel Inc.                           1,016,938
   28,300         WMS Industries Inc.                     854,306
Total Leisure Time (Products)                          10,809,888

Shares or Principal Amount                           Market Value
Common Stocks - continued
Restaurants 28.6%
   58,900         Applebees International Inc.       $  1,472,500
   85,200         Bob Evans Farms                       1,618,800
  117,100         Boston Chickena                       1,727,225
  112,800         Brinker International Inc.            2,009,250
   18,300         CKE Restaurants Inc.                    768,600
   76,500         Cracker Barrell Old
                  Country Stores                        2,476,688
  158,600         Darden Restaurants Inc.               1,833,813
   80,800         Lone Star Steakhouse Saloon           1,686,700
   43,800         McDonalds Corp.                       2,085,975
   46,300         Outback Steakhouse Inc.               1,279,038
   97,500         Wendy's International Inc.            2,071,875
Total Restaurants                                      19,030,464
Gaming, Lottery, & Parimutuel 17.4%
  106,800         Circus Circus Enterprises Inc.a       2,690,025
  131,600         Harrahs Entertainment Inc.            2,952,774
  132,500         Intl Game Technology                  3,014,374
   96,700         Mirage Resorts Inc.a                  2,913,087
Total Gaming, Lottery, & Parimutuel                    11,570,260
Total Common Stocks
   (Cost $59,546,087)               65,231,875
Short-Term Commercial Notes 2.1%
$257,284          American Family
                  5.155%         2/17/98                  257,284
$16,837           General Mills
                  5.135%         5/18/98                   16,837
$745,041          Johnson Controls
                  5.165%         12/30/97                 745,041
$203,942          Pitney Bowes
                  5.144%         2/4/98                   203,942
$160,578          Wisconsin Electric
                  5.185%         11/30/97                 160,578
Total Short Term Commercial Notes
   (Cost $1,383,682)                                    1,383,682
Total Investments 100.0%
   (Cost $60,929,769)                                  66,615,557
Liabilities less other Assets (0.0%)                       (7,226)
Net Assets 100.0% $                                    66,608,331
The accompanying notes are an integral part of the
financial statements.
a non-income producing security
<PAGE>




management discussion & analysis

Technology

Performance
ICON  Technology  Fund (the "Fund")  gained 29.6% from its inception on February
19, 1997 to September 30, 1997. The Lipper  Science and Technology  Index gained
21.5% for the same period. Both returns include reinvested dividends.

The Fund delivered solid  performance  despite a volatile domestic stock market.
With  virtually  no  inflation  and  higher  earnings  growth,   the  investment
environment  within technology has been superb.  Portfolio strategy continues to
focus on under-valued industries that are growing at sustainable levels.

Following a  February/March  decline,  the broad market  experienced  a dramatic
rebound which carried over through the third quarter,  The Technology sector was
one of the  beneficiaries  of this  appreciation  and displayed good performance
versus other sectors of the market.  This was mainly due to unexpected  earnings
growth during the second and third quarters and a technology sell-off earlier in
the year that was overdone. Several industries within the Technology sector were
selling at significant discounts to their historical multiples.  This is exactly
the type of situation the Fund looks to exploit.  As a value investor,  the Fund
Advisor  looks to invest in  undervalued  industries  in an  otherwise  high P/E
sector.  The Advisor  feels this  reduces the risk of  investing  in  technology
stocks by providing a substantial "margin of error." It is further believed that
this reduces downside risk and reduces volatility.

Even though  valuations  are getting  stretched  in the  Technology  sector as a
whole, the Fund has has identified  several  industries  worth owning.  Over the
past year, the largest  technology stocks have driven the sector's  performance.
However,  many of these large-cap  stocks have become too expensive for the Fund
to purchase.  The Advisor believes it has identified some good  opportunities in
mid-to-small cap industries that will lead to higher performance.

Industry Highlights
The sell-off in technology allowed the Fund to
buy high-growth companies at bargain-priced levels. Depressed prices also proved
a  good  opportunity  to  increase  exposure  to  several  industries.  Computer
Networking  stocks  suffered from the  perception  that demand was slowing.  The
pessimism  was  overdone,  and the Fund  Advisor  believe  business  momentum in
networking  remains  strong.  During the past six  months,  the Fund's  Computer
Networking companies performed well and remain the largest industry holding.

Computer  Hardware  stocks also  recovered  nicely from a late-winter  sell-off.
Stocks such as Dell Computer  Corp.  and Compaq  Computer  Corp.  have increased
their  sales  and  improved  margins  through  a  direct-to-consumer   marketing
campaign.   Other  companies,   such  as  International  Business  Machines  and
Hewlett-Packard  Co., are showing good revenue growth as well.  This  unexpected
growth  has lead to marked  appreciation  in the group.  While the Fund  remains
comfortable with its position,  holdings have been reduced over the last several
months.  It is  common  for the fund to take  profits  in  industries  that have
appreciated  and are either  near or above their fair  value.  This  strategy is
based on the belief that "whatever goes up must come down," which is typical for
a value fund.


The  Fund  has  increased  its  position  within  the  Communications  Equipment
industry. Most stocks within this group have been pressured due to lower capital
outlays by the Regional Bell Companies, which are their main customers. However,
this has allowed the Fund to invest in the group at  significant  discounts  and
investors should benefit from any upside surprises. The Fund has tended to equal
weight stocks within the group as it found more value in small to mid-cap stocks
such as  Qualcom  Inc.,  and Allen  Telecommunications  Inc..  The Fund  Advisor
continues to feel the fundamentals are favorable for this industry and looks for
further appreciation in the upcoming months.

The Current Outlook
Technology stock prices have staged a powerful rally during the past six months.
The Fund  Advisor is hopeful  there will be a return to a market that takes into
consideration  earnings  growth and  valuations  rather than size and liquidity.
Industries this Fund is invested in should do well going forward.  However,  the
Fund  will  continue  to be  vigilant  with  regard to  fundamentals  and to any
over-valued situations.

The technology  business  climate in the U.S. is still very positive.  Companies
are increasing their spending on corporate infrastructure,  which should benefit
the  Technology  sector.  In  addition,  other  countries  around  the world are
increasing   their   capital   outlays  on   technology  in  order  to  increase
productivity.  This spending  should  continue to increase as the global economy
becomes more competitive.  This Fund wants to identify promising industries that
can be purchased at inexpensive prices.  Intensive  quantitative and fundamental
research drives the Fund's investment process. In addition, the Advisor believes
investors will be rewarded in the long-term if this discipline is followed.
<PAGE>

Portfolio Profile                         September 30, 1997
Equities                                  97.4%
Top 10 Equities (% of Net Assets)         39.8%
Number of Stocks                          55
Cash & Cash Equivalents                    2.8%

Top 10 Equity Holdings                    September 30, 1997
Intel Corp.                                5.9%
3Com Corp.                                 5.6%
Cisco Systems, Inc.                        5.3%
Bay Networks, Inc.                         5.2%
Cabletron Systems                          2.8%
EMC Corp/MA                                2.7%
Qualcom Inc.                               2.5%
Iomega Corp.                               2.4%
Read-Rite Corp.                            2.4%

Top 5 Industries                          September 30, 1997
Computer Networking                       23.1%
Peripherals                               19.3%
Communications Equipment                  17.6%
Computer Hardware                         17.5%
Electronic Semiconductors                 13.9%



Investment  return and principal value represent past  performance and are not a
guarantee of future results. Shares may be worth more or less at redemption than
at original purchase.


[GRAPHIC OMITTED]



Schedule of Investments
September 30, 1997


Shares or Principal Amount                           Market Value
Common Stocks 97.4%
Communications Equipment 17.6%
    10,300        ADC Telecommunications
                  Inc.a                              $    334,750
    15,000        Allen Telecommunications
                  Inc.a                                   427,500
    11,350        Andrew Corp.a                           297,228
    15,550        Aspect Telecommunications
                  Corp.a                                  363,481
    22,800        Checkpoint Systems Inc.                 333,450
    13,700        DSC Communications Corp.a               369,044
     5,250        Lucent Technologiesa                    427,219
    12,200        Motorola Inc.                           876,875
    15,950        Newbridge Networks Corp.a               955,006
     5,500        Northern Telecom Ltd.                   571,656
    16,750        Qualcom Inc.a                         1,066,766
    37,750        Scientific Atlanta Inc.a                854,094
     9,300        Tellabs Inc.                            478,950
Total Communications Equipment                          7,356,019
Computer Hardware 17.5%
    15,300        Adaptec, Inc.a                          715,275
    20,000        Ascend Communicationsa                  647,500
    12,500        Compaq Computer Corp.a                  934,375
    11,100        Data General Corp.a                     295,538
     7,400        Dell Computer Corp.a                    716,875
     7,300        Digital Equipmenta                      316,181
     5,000        ETEC Systemsa                           285,000
    17,000        Hewlett-Packard Co.                   1,182,563
     7,200        International Business
                  Machines                                762,750
    13,400        Sequent Computer Systems, Inc.a         332,488
    13,800        Silicon Graphics, Inc.a                 362,250
    16,700        Sun Microsystems, Inc.a                 781,769
Total Computer Hardware                                 7,332,564
Computer Networking 23.1%
    45,700        3Com Corp.a                           2,342,125
    56,400        Bay Networks, Inc.a                   2,178,450
    65,600        Cabletron Systemsa                    2,099,200
    30,650        Cisco Systems, Inc.a                  2,239,366
    45,900        Network Equipment
                  Technology Inc.a                        800,381
Total Computer Networking                               9,659,522
Peripherals 19.3
    19,300        EmcCorp/MAa                           1,126,638
    37,950        Iomega Corp.a                           991,444
    34,500        Komag, Inc.a                            702,938
    19,700        Lexmark Intl. Grp., Inc.
                  Class Aa                                650,100
    19,000        Quantum Corp.a                          727,938
    40,300        Read-Rite Corp.a                        987,350
    25,700        Seagate Technologya                     928,413
    20,000        Storage Technology Corp.
                  Class Aa                                956,250
     2,000        Texas Instruments                       270,250
    18,000        Western Digital Corp.a                  721,125
Total Peripherals                                       8,062,446
Shares or Principal Amount                           Market Value
Common Stocks - continued
Electronic Semiconductors 13.9%
    11,000        Advanced Micro Devices             $    358,188
     7,000        Atmel Corp.                             255,062
    26,800        Intel Corp.                           2,473,974
     8,000        International Rectifier Corp.           187,000
     6,500        Lattice Semiconductor Corp.             423,312
     4,000        Linear Technology Corp.                 275,000
     7,500        LSI Logic Corp.a                        240,937
    10,500        Microchip Technology Inc.               474,140
    12,500        National Semiconductor Corp.            512,500
    12,500        Xilinx Inc.                             632,812
Total Electronic Semiconductors                         5,832,925
Computer Systems Services 6.0%
    21,700        DST Systems, Inc.a                      802,900
     9,200        Gerber Scientific, Inc.                 222,525
     6,900        Policy Management Systems Co.           429,093
    11,200        Shared Medical Systems Corp.            592,200
    19,200        Sungard Data Systems, Inc.a             465,600
Total Computer Systems Services                         2,512,318
Total Common Stocks
   (Cost $33,775,572)                                  40,755,794
Short-Term Commercial Notes 2.8%
$123,000         American Family
                 5.155%        2/17/98                    123,000
$263,000         General Mills
                 5.135%        5/18/98                    263,000
$136,000         Johnson Controls
                 5.165%        12/30/97                   136,000
$240,000         Pitney Bowes
                 5.144%        2/4/98                     240,000
$220,000         Sara Lee
                 5.124%        1/31/98                    220,000
$180,089         Warner Lambert
                 5.115%        1/29/98                    180,089
Total Short-Term Commercial Notes
   (Cost $1,162,089)                                    1,162,089
Total Investments (Cost $34,937,661)
   100.2%                                              41,917,883
Liabilities less other Assets (0.2%)                      (69,362)
Net Assets 100.0%                                      41,848,521
The accompanying notes are an integral part of the
financial statements.
a non-income producing security
<PAGE>
































management discussion & analysis

Telecommunication and Utilities

Performance
The ICON  Telecommunication  & Utilities  Fund (the "Fund") gained 6.3% from its
inception on July 9, 1997 to  September  30, 1997.  The Lipper  Utilities  Index
gained  3.7% over that same  period.  Both  return  figures  include  reinvested
dividends.

The ICON  Telecommunication  & Utilities Fund has outpaced the Lipper average in
the short time period since its inception.  The strong  performance is primarily
due to holdings in:  Cellular/Wireless,  Telephone  Services and Telephone  Long
Distance. The Cellular/Wireless industry has been the top performer in the Fund.
Cellular/Wireless   stocks   currently   comprise   over   10%   of   the   ICON
Telecommunication  &  Utilities  Fund.  As  these  companies  are  not  standard
utilities,  they add diversification to the portfolio.  Airtouch  Communications
Inc.,  Nextel  Communications,  and  360  Communications  Co.  have  all  posted
excellent returns thus far.

Both  Telephone  Services and Telephone  Long Distance  companies have benefited
from recent  merger and  acquisition  activity.  This type of takeover  activity
generally  increases  the  value  of the  target  company.  MCI  Communications,
operating in the  Telephone  Long Distance  industry,  is being courted by three
companies. This has been a positive influence on MCI's stock. On average, stocks
within the  Telephone  Services and  Telephone  Long  Distance  industries  have
appreciated  approximately  10% since being purchased.  Electric Company stocks,
which make up  approximately  one third of the Fund, are up  approximately  2.5%
since the Fund's  inception.  These  attractively  valued  stocks are  typically
defensive, holding up in sideways and down markets.

Industry Highlights
Cellular/Wireless companies, typically the most volatile within the sector, have
recently  performed well. As analog phones are phased out and digital technology
prevails,  growth  opportunities  present themselves.  Companies able to exploit
these  new  technologies  while  controlling  costs  should be  successful.  The
competition  among  participants,   however,  is  fierce.  Traditional  Cellular
companies,  as well as  Telephone  Services,  Telephone  Long  Distance  and new
start-up  companies  are  all  competing  for  wireless  clients.  This  creates
volatility  among the stocks in the industry.  Prospects for the industry remain
bright,  as the global  wireless  market remains in its growth phase.  Given the
growth  opportunities and reasonable prices of these stocks,  the industry looks
like a good value.

The  Telecommunications  Act of 1996 has changed  the  operations  of  Telephone
Services and Telephone  Long Distance  companies.  In general,  this  monumental
piece of  legislation  opened  most  local  and long  distance  markets  to more
competition, with certain restrictions. This new competitive environment will be
a blessing to some companies and a curse to others.  Further,  volatility within
these industries should persist.  Local Telephone  Services  companies are being
forced to compete for their local turf.  However,  these  companies are also now
allowed to venture  into new  markets  from which they were  previously  barred.
Consolidation  continues  to  be  a  dominant  theme  in  the  industry.  Nynex,
originally part of the Fund, was acquired by Bell Atlantic, which we continue to
hold.  Consolidation  in the industry allows companies to benefit from economies
of scale and increased network and distribution access.

Merger and  acquisition  activity is prevalent in the Long Distance  industry as
well.  Recently,  MCI  Communications  has been the  takeover  target of British
Telecom,  GTE Inc.,  and WorldCom  Inc..  The two U.S.  companies,  GTE Inc. and
WorldCom  Inc.,  have each bid in excess of $32 billion for MCI  Communications.
This will likely push MCI  Communications  stock up to its most likely  takeover
price,  in  addition  to  adding  volatility  to  the  stock.  Within  this  new
competitive  environment,  companies are merging to take  advantage of synergies
not  previously  available.  This should have a positive long term impact on the
industry.

Electric Company companies are also  transitioning  into a new, more competitive
environment.  This has added volatility and uncertainty to an industry  normally
characterized by stability.  Consolidation will continue to reduce the number of
major  players  in the  industry.  Electric  Company  stocks are known for their
defensive  characteristics,  high dividend  yields,  and sensitivity to interest
rates. In the last few years,  Electric Company stocks have  underperformed  the
market,  creating a good  opportunity to buy stocks in this industry at discount
prices.  Currently,  Electric Companies comprise  approximately one third of the
ICON Telecommunication & Utilities Fund.

Current Outlook
The fund has benefited from its diversification
within the  Telecommunication & Utilities sector.  Cellular/Wireless,  Telephone
Services and Telephone  Long Distance  stocks have all outpaced the broad market
thus far.  However,  stocks within these  industries  are capable of rapid price
movements.  The Fund is alert to this volatility is prepared to rotate out of an
industry if it is no longer a compelling investment opportunity.

Similar to other utility funds, the ICON  Telecommunication  & Utilities Fund is
sensitive to movements in interest  rates.  Thus, a favorable  bond market could
benefit the Fund.  The Electric  Company  component of the Fund,  in addition to
adding  to   interest   rate   sensitivity,   also  gives  the  Fund   defensive
characteristics.

All  industries  currently held within the Fund have been impacted by changes in
government  regulation.  Many industries are transitioning from heavy government
regulation to an  environment  in which  competition  will be the driving force.
This should be a long-term  benefit to the  customers and  stockholders  of most
companies in the sector.
<PAGE>

Portfolio Profile                                    September 30, 1997
Equities                                             95.2%
Top 10 Equities (% of Net Assets)                    31.8%
Number of Stocks                                     42
Cash & Cash Equivalents                               4.8%

Top 10 Equity Holdings                               September 30, 1997
Bell Atlantic                                         3.8%
Airtouch Communications Inc.                          3.6%
Century Telephone Enterprise                          3.6%
AT&T Corp.                                            3.3%
Nextel Communications                                 3.1%
Alltel Corp.                                          3.0%
Bell South                                            2.9%
SBC Communications Inc.                               2.9%
GTE Corp.                                             2.8%
Telephone & Data                                      2.8%

Top 5 Industries                                     September 30, 1997
Telephone Services                                   32.2%
Electric Companies                                   31.9%
Telephone Long Distance                              11.6%
Cellular/Wireless Telecommunications                 11.5%
Natural Gas                                           8.0%


Investment  return and principal value represent past  performance and are not a
guarantee of future results. Shares may be worth more or less at redemption than
at original purchase.



[GRAPHIC OMITTED]


<PAGE>


Schedule of Investments
September 30, 1997


Shares or Principal Amount                           Market Value
Common Stocks 95.2%
Cellular/Wireless Telecommunications 11.5%
   18,100         360 Communications Co.             $    377,838
   20,500         Airtouch Communications Inc.            726,469
   16,900         Comsat Corp.                            402,436
   21,700         Nextel Communications                   626,588
   14,000         Vanguard Cellular Systems
                  Class A                                 220,500
Total Cellular/Wireless
Telecommunications                                      2,353,831
Telephone Services 32.2%
   21,700         Aliant Communications Inc.              526,225
   17,900         Alltel Corp.                            617,550
    8,300         Ameritech Corp.                         551,950
    9,535         Bell Alantic                            766,972
   12,700         Bell South Corp.                        587,375
   16,700         Century Telephone Enterprise            734,800
   23,500         Frontier Corp.                          540,500
   12,600         GTE Corp.                               571,725
    9,600         SBC Communications Inc.                 589,200
   12,800         Telephone & Data                        576,000
   13,100         U S West Communications Grp.            504,350
Total Telephone Services                                6,566,647
Telephone Long Distance 11.
   15,000         AT&T Corp.                              664,688
   11,200         Cincinnati Bell                         318,500
    9,500         LCI International Inc.                  252,938
   11,000         MCI Communications                      323,125
    7,100         Sprint Corp.                            355,000
   13,000         Worldcom Inc/Ga-Class A                 459,875
Total Telephone Long Distance                           2,374,126
Electric Companies 31.9%
    9,200         American Electric Power                 418,600
    9,900         Carolina Power & Light                  355,780
   10,300         Cinergy Corp.                           344,403
   13,300         Consolidated Edison of NY               452,200
    9,600         Dominion Resources Inc.                 363,600
   11,000         Duke Power                              543,813
   17,900         Edison International                    451,975
   12,800         Entergy Corp.                           333,600
    8,600          FPL Group Inc.                         440,750
   16,400         Houston Industries Inc.                 356,700
   18,200         Pacific Gas & Electric                  422,013
   15,400         Pacificorp                              344,575
   16,000         Peco Energy Co.                         375,000
   13,800         Public Service Enterprises              355,350
   24,200         Southern Co.                            546,012
   11,400         Texas Utilities Co.                     410,400
Total Electric Companies                                6,514,771
Shares or Principal Amount                           Market Value
Common Stocks - continued
Natural Gas 8.0%
    6,300         Coastal Corp.                      $    385,874
    6,300         Consolidated Natural Gas                366,580
   12,800         Enron Corp.                             492,800
    8,100         Williams Cos. Inc.                      379,180
Total Natural Gas                                       1,624,434
Total Common Stocks
   (Cost $18,345,552)                                  19,433,809
Short-Term Commercial Notes 4.8%
$159,639          American Family
                  5.1553%        2/17/98                  159,639
$45,043           Pitney Bowes
                  5.1441%        2/4/98                    45,043
$720,339          Johnson Controls
                  5.165%         12/30/97                 720,339
$62,668           Wisconsin Electric
                  5.182%         11/30/97                  62,668
Total Short-Term Commercial Notes
   (Cost $987,689)                  987,689
Total Investments (Cost $19,333,241)
                  100.0%                               20,421,498 
Other Assets less Liabilities 0.0%                            594 
Net Assets 100.0%                                     $20,422,092
  
The  accompanying  notes  are an  integral  part  of  the  financial
statements.

<PAGE>



management discussion & analysis

Transportation

Performance
The ICON Transportation Fund (the "Fund")
gained  24.0% from its  inception  on May 9, 1997 to  September  30,  1997.  The
Standard & Poor's  Transportation Index gained 19.1% over that same period. Both
return figures include reinvested dividends.

The Transportation sector ended the fiscal year
as one of the hottest  performers  in the market.  Stocks  within this  cyclical
sector have  benefited from a strong  economy,  and many  industries  within the
Transportation  sector have outpaced the broad market in 1997.  Since the fund's
inception on May 9, Trucks & Parts,  Truckers  and Airlines  have all been among
the best-performing industries in the market. All three of these industries have
been part of the ICON Transportation Fund since its inception.  Because of these
holdings, the Fund has posted exceptional returns in a short time period.

Trucks & Parts,  recently one of the top-performing  industries within the broad
market, has been led by Navistar  International and Wabash  International Corp..
Market perception that both companies have finally recovered from a recession in
the Trucks & Parts  industry has boosted  performance.  In addition,  the strong
economy has benefited these cyclical industries. Navistar International has more
than doubled since its initial  purchase,  and Wabash  International  Corp.  has
increased more than 50%. Stocks within the Truckers  industry,  also aided by an
industry-wide  recovery and economic strength,  have come alive and added to the
fund's impressive  performance.  Truckers stocks such as Caliber Systems,  Inc.,
Yellow Corp., and American Freightways Corp. have all been strong performers.

The largest industry holding within the ICON Transportation Fund for much of the
year has been Auto Parts & Equipment.  Although not the top-performing  industry
within the sector,  Auto Parts & Equipment stocks have been a steady contributor
to returns.  They have beaten the broad market since the inception of Fund, with
less volatility than other industries within the Transportation  sector. Many of
the  larger-capitalized  Auto Parts & Equipment stocks,  such as Goodyear Tire &
Rubber Co. and Dana Corp., have been leaders.

Industry Highlights
Within  the   Transportation   sector,   our  valuations  have  favored  smaller
- -capitalized industries as larger-capitalization industries appear fully priced.
The Automotive and  Aerospace/Defense  industries,  comprising  over half of the
market capitalization of the Transportation  sector, have thus far been avoided.
Auto Parts & Equipment  stocks have been the Fund's most  significant  holdings.
They have benefited from a strong automotive market, a strong economy,  and most
importantly,  attractive valuations.  Before the general surge in Transportation
stocks, many Auto Parts & Equipment stocks were selling at better valuations and
higher growth rates than the general market.  As these stocks have  appreciated,
they have approached their fair value;  however,  many good opportunities remain
within the Auto Parts industry.

Currently the largest holding in the ICON  Transportation  Fund, Truckers stocks
have recently been among the best in the market.  According to Standard & Poor's
Super  1500,  the  Truckers  industry  represents  less  than  3% of the  market
capitalization  of  the  Transportation  sector.   Currently,   Truckers  stocks
represent  approximately  36% of the  ICON  Transportation  Fund.  The  Fund has
overweighted  Truckers  stocks since its inception  because of their  compelling
valuations.  When Truckers  stocks  initially  were  purchased,  news within the
industry was just beginning to turn positive. Traditional valuation measures, as
well as our  proprietary  methods,  dictated  emphasizing  these  stocks  in the
portfolio.  Their  significant  underperformance  relative  to the market in the
period before we purchased Truckers stocks was an additional reason to own these
stocks.  Value managers are often drawn to stocks that have  underperformed  the
market and are starting to show signs of a  turnaround.  Most  Truckers  stocks,
including such names as Caliber Systems,  Inc. and Yellow Corp.,  have uniformly
posted strong returns.

The biggest turnaround within the Transportation sector has been in the Trucks &
Parts  industry.  Trucks & Parts  stocks  underperformed  the  market  from 1993
through 1996. An industry-wide  recession had a very negative impact on Trucks &
Parts  stocks.  However,  in late 1996 and early 1997,  fundamentals  within the
industry began to improve. Demand strengthened and efficiencies were improved by
managements' internal focus. At Navistar International, for example, the company
has renewed its focus on building a better  product.  The market has  recognized
the success of this,  as the stock has more than doubled in the last six months.
In  addition  to  refocusing  on product,  Trucks & Parts  companies  are making
efforts to clean up their  balance  sheets as free cash flow is now more readily
available.

Airlines and Railroads are also held in the  portfolio.  Airline  companies have
been in the news  recently,  as they are posting  record profits in this time of
economic strength and prosperity.  While the Fund's Advisor believes much of the
appreciation  in Airline  stocks is past,  Railroad  stocks  remain good values.
Consolidation  within the  Railroad  industry  should  fuel cost  reduction  and
benefit these stocks in the long run.

Current Outlook
Transportation stocks have been among the best
in the  broad  market  the last six  months.  Many  industries  still  represent
attractive investment opportunities.  However, sector-wide valuations are not as
compelling as they were when the fund was initially  opened on May 9, 1997. As a
value
<PAGE>

investor,  the  Fund  Advisor  will  continue  to  search  for  the  most
undervalued industries within the Transportation sector.

Industries where valuations  suggest additional  appreciation  potential include
Auto Parts,  Truckers and Railroads.  Because these industries remain reasonably
priced,  they should be more  resilient to a potential  economic  downturn  than
other  industries  within the sector.  They will all likely be key components of
the ICON Transportation Fund in the coming months.


Portfolio Profile                                    September 30, 1997
Equities                                             99.20%
Top 10 Equities (% of Net Assets)                    35.6%
Number of Stocks                                     42
Cash & Cash Equivalents                               0.9%

Top 10 Equity Holdings                               September 30, 1997
Caliber Systems, Inc.                                 4.4%
Werner Enterprises, Inc.                              4.1%
American Freightways Corp.                            3.7%
Arnold Industries Inc.                                3.6%
M S Carriers Inc.                                     3.6%
U.S. Freightways Corp.                                3.4%
Dana Corp.                                            3.3%
ITT Industries Inc.                                   3.2%
Landstar System Inc.                                  3.2%
Snap-On Tools Inc.                                    3.1%

Top 5 Industries                                     September 30, 1997
Truckers                                             36.3%
Auto Parts & Equipment                               35.0%
Railroads                                            11.0%
Trucks & Parts                                       10.1%
Airlines                                              6.8%

Investment  return and principal value represent past  performance and are not a
guarantee of future results. Shares may be worth more or less at redemption than
at original purchase.


[GRAPHIC OMITTED]


<PAGE>

Schedule of Investments
September 30, 1997



Shares or Principal Amount                           Market Value
Common Stocks 99.2%
Airlines 6.8%
    7,300         Alaska Air Group, Inc.             $    239,988
   10,700         ASA Holdings                            300,938
   11,700         Comair Holdings Inc.                    314,438
    6,900         Northwest Airlines Corp.
                  Class A                                 286,781
   12,300         Southwest Airlines Corp.                392,831
Total Airlines                                          1,534,976
Auto Parts & Equipment 35.0%
   25,600         Cooper Tire & Rubber                    680,000
   15,200         Dana Corp.                              750,500
   10,400         Danaher Corp.                           603,200
   18,500         Echlin Inc.                             648,656
   19,300         Genuine Parts Co.                       594,681
    9,900         Goodyear Tire & Rubber Co.              680,625
   21,900         ITT Industries Inc.                     726,806
   15,300         Mark IV Industries Inc.                 411,188
   17,000         Modine Manufacturing Co.                592,875
   13,300         OEA Inc.                                457,188
   15,300         Snap-On Tools Inc.                      704,756
   20,100         Superior Industrials
                  International Inc.                      556,519
    8,900         TRW Inc.                                488,388
Total Auto Parts & Equipment                            7,895,382
Trucks & Parts 10.1%
    5,700         Cummins Engine                          444,956
   16,000         Navistar International                  442,000
    8,100         Paccar Inc.                             453,600
   24,200         Titan Wheel International               484,000
   15,400         Wabash International Corp.              445,638
Total Trucks & Parts                                    2,270,194
Truckers 36.3%
   44,200         American Frieghtways Corp.              839,800
   35,100         Arnold Industries Inc.                  820,463
   18,200         Caliber Systems Inc.                    987,350
   15,800         Heartland Express Inc.                  436,475
   26,900         Landstar Systems Inc.                   719,575
   30,100         M S Carriers Inc.a                      801,413
   35,500         Rollins Truck Leasing                   605,719
   16,400         Ryder Systems Inc.                      589,375
   22,700         U.S. Freightways Corp.                  763,288
   37,800         Werner Enterprises Inc.                 916,650
   21,600         Yellow Corp.a                           703,350
Total Truckers                                          8,183,458

Shares or Principal Amount                           Market Value
Common Stocks - continued
Railroads 11.0%
    4,600         Burlington Northern
                  Santa Fe                           $    444,474
    3,800         CSX Corp.                               222,300
    5,200         GATX                                    351,324
    5,800         Illinois Central Corp.                  213,150
    2,100         Norfolk Southern Corp.                  216,824
    6,800         Union Pacific Corp.                     425,850
    9,900         Wisconsin Central
                  Transportation                          314,944
Total Railroads                                         2,467,809
Total Common Stocks
   (Cost $18,628,884)                                  22,351,819
Short-Term Commercial Notes 0.9%
$94,520           Johnson Controls
                  5.165%         12/30/97                  94,520
$109,709          Wisconsin Electric
                  5.185%         11/30/97                 109,709
Total Short-Term Commercial Notes
   (Cost $204,229)                                        204,229
Total Investments 100.1%
   (Cost $18,833,113)                                  22,556,048
Liabilities less other Assets (0.1%)                      (24,743)
Net Assets 100.0%                   $                  22,531,305
The accompanying notes are an integral part of the
financial statements.
a non-income producing security
<PAGE>





management discussion & analysis

Short-Term Fixed Income

Performance
The objective of the ICON Short-Term Fixed Income Fund (the "Fund") is to attain
high current income  consistent with the  preservation of capital.  Under normal
conditions  the Fund  invests in US Treasury  and agency  obligations.  The Fund
gained  2.8%  since the end of  February,  the first  full  month of the  Fund's
operation, versus 3.7% for the Merrill Lynch 1 Year Treasury Index.

We are  active in  duration  management  in the Fund,  and are  moving to longer
maturity Treasuries as our medium. Our above all bias, along with the Fed's, was
for higher short term interest rates so we have  maintained the Fund's  duration
lower than that of the  benchmark  during the recent period and ended the fiscal
year at 0.6  years.  This is near the lower end of the  normal  operating  range
(0.5- 1.5 years).  Recent longer  duration  purchases  consisted of  Treasuries.
Shorter  duration  purchases were mainly agency discount notes as Treasury Bills
were viewed as expensive.

We believe the market is  focusing on the  important  factors in  assessing  the
direction of interest rates. In the short term, despite recent  volatility,  the
upward momentum of the current  business  expansion could be stronger and longer
lasting than expected,  leading to Fed intervention.  The risk of Fed tightening
is not priced into the short end of the yield curve.  In the longer term, the US
is moving toward a balanced budget and inflation  appears to remain in check, so
the outlook for  government  paper should be favorable.  In  conclusion,  we are
cautious in the near term, but we remain bullish in the longer term.

<PAGE>

Schedule of Investments
September 30, 1997


Principal Amount  Market Value
U.S. Government Agencies 73.5%
Federal Farm Credit Bank
$160,000          5.44%             10/31/97         $    159,275
Federal National Mortgage Association
Discount Notes
$10,150,000       5.47%             11/4/97            10,097,564
Federal Home Loan Bank Agency
$20,000,000       6.54%             4/16/99            20,103,578
Federal Home Loan Bank Discount Notes
$20,900,000       5.47%             12/10/97           20,679,331
$120,000          5.44%             11/7/97               119,329
$4,060,000        5.59%             11/13/97            4,032,892
Total Federal Home Loan Bank
Discount Notes                                         24,831,552
Federal Home Loan Mortgage Corp.
Discount Notes
$4,700,000        5.60%             10/21/97            4,685,377
Total U.S. Government Agencies
   (Cost $59,751,565)                                  59,877,346
U.S. Government Obligations 18.5%
U.S. Treasury Notes
$15,000,000       6.00%             6/30/99
   (Cost $15,018,187)                                  15,051,568

Principal Amount      Market Value
Repurchase Agreement 7.3%
5,911,000 Paine Webber & Co., Inc., 6.03% dated 9/30/97, maturing 10/1/97, to be
   repurchased at $5,911,990, collateralized
   by $6,025,000, in U.S.
   Treasury Notes 5.875%
   due 3/31/99, value
   $6,034,414
   (Cost $5,911,000)  $                                 5,911,000
Total Investments 99.3%
   (Cost $80,680,752) 80,839,914
Other Assets less Liabilities 0.7%                        542,018
Net Assets 100.0%                                    $ 81,381,932
The accompanying notes are an integral part of the
financial statements.



management discussion & analysis

Asia Region

Performance
     The ICON Asia Region Fund (the "Fund")  opened on February  25,  1997.  The
Fund return was (0.60)% through September 30, 1997, ending with an NAV of $9.94.
The Morgan Stanley Capital  International (MSCI) Pacific Index (in U.S. dollars)
was (2.1%) for the same period.

Because the Fund is heavily  invested in Japan,its  returns  follow those of the
Japanese  market to a great  extent.  As the  Nikkei 225 Index  gained  momentum
through April and May and the Japanese Yen appreciated  against the U.S. Dollar,
the ICON Asia Region Fund  performed  well.  However,  the recent Asian currency
crisis, along with a decline in most markets of that region, has caused the Fund
to retrace some of its prior gains.  Current  investments  include  Japan,  Hong
Kong, Malaysia and Singapore. Of these, the currency crisis has had the greatest
effect on the markets and  currencies of Malaysia and  Singapore.  However,  the
Fund's  investment  in these  countries is minimal.  These  holdings  attempt to
reduce overall portfolio risk through diversification.

The Asian currency crisis began when investors  started  converting  their Asian
currency  holdings to currencies of countries deemed to be "safer." The emerging
markets in the Asian region were generating large current account deficits,  and
the  countries  made no attempt to stem that  growth.  As the public  sold these
"unsafe"  currencies,  local governments  purchased large blocs in an attempt to
maintain the currencies' value.  Eventually,  the pressure to devalue became too
great,  and the  currencies  were  allowed to float  freely.  Quick and  extreme
currency  depreciation  ensued.  The ICON Asia  Region  Fund has not been hedged
against  foreign  currency  movements.  The Asian currency crisis had a negative
effect on the  Singapore  and  Malaysian  holdings of the Fund.  However,  these
markets were undervalued before the currency crisis.  They remain undervalued as
the  current  prices  reflect  an  amount  that is far  below the worth of these
companies.

The Fund's  overweight in Japan  allowed some  protection  from the  performance
numbers turned in by these developing  markets.  Japan posted slightly  positive
performance  since inception  through September 30, 1997, with the MSCI Japan in
U.S.  Dollar  Index up  2.32%.  The  Fund's  valuation  measures  indicate  that
performance  in these markets  should begin to turn around.  Emotion has carried
prices far under value. Depreciation has slowed; the markets have turned in some
significantly  positive  performance  which,  according  to  valuations,  should
continue.

Country Highlights
The Japanese market last saw double-digit growth in 1993. It has not seen growth
over 20% since 1988. No significant appreciation in the Japanese market has been
seen thus far in 1997  because  of  public  perception  about the  course of the
economy.  Domestic demand in Japan is still sluggish after the April rise in the
consumption tax; however,  real Gross Domestic Product (GDP) is expected to rise
2.1% in 1997 and 2.6% in 1998.  There has been discussion  about the possibility
of a Japanese recession or depression if domestic demand does not accelerate and
exports are hurt by the Asian currency crisis.  However,  there is also positive
economic news.

Japan's largest Asian trading  partners are China and Korea. The currency crisis
has not affected  Japanese exports to these  countries.  The depreciation of the
Yen  over  the past 2 years is still  reflected  in the  relative  cheapness  of
Japanese goods for consumers in those countries that have  experienced  currency
appreciation  versus the Yen. Exports are still rising and Japan benefits from a
trade surplus.  Demand for final goods has weakened only slightly as reported in
the last Tankan survey  (Japanese  survey of business  confidence).  Considering
that  domestic  demand has yet to rebound from the April  consumption  tax hike,
this means that  export  demand has  partially  offset the  domestic  reduction.
Further,  the low interest rate  environment has allowed for increasing  capital
expenditures.

Growth in  investment  for 1997 is expected to be 4.6%.  Although this figure is
below last year's, it is still  substantial.  Greater investment is positive for
the overall economy.

The Tankan survey for the third quarter  showed that  employment  conditions are
improving.  Instead of restructuring through headcount reduction,  companies are
shifting excess  employees to their smaller  subsidiaries.  Weak prices and weak
demand are not leading to reduced employment numbers. Accordingly,  there should
be a limit to how much domestic  demand will continue to  deteriorate.  There is
potential  for  improvement  in the  economic  condition  in Japan in 1998.  GDP
figures are still expected to increase for 1997 and 1998. As previously  stated,
employment  conditions are not worsening.  Although a catalyst to spark domestic
demand  might  translate  to optimism in the market,  the weak Yen is  providing
strong export growth to pick up some of the slack.

Emotional  reaction by investors can pull the market away from fair value.  This
seems to be the case in the Asian  region.  Negative  economic  news has already
been priced into these markets.  They have become  substantially  undervalued as
emotional  investors have oversold.  Consensus earnings estimates are increasing
and interest  rates are low  (especially  in Japan).  Investment  in this region
right now seems contrarian, but valuations show that this is the place to be.

Current Outlook
As we look forward,  many countries in the Asian region are attempting to change
the conditions that brought about the currency  devaluation.  The  International
Monetary  Fund (IMF) has  stepped  in to lend  support in the form of funds with
policy requirements that should help to improve the economic environment.  Large
government  projects were postponed.  A slowing of currency  depreciation is now
being seen,  and  performance of the ICON Asia Region Fund is now more dependent
upon the movement of the markets in which we are invested.

Prior to the crisis,  valuations showed that there were bargains to be exploited
in these countries.  The markets are now cheaper and the outlook continues to be
promising.  The Hong Kong economy is stable and earnings  estimates  continue to
grow.  There is still high demand for  property  in the  region,  as the British
handover to the Chinese has not  deterred  immigration.  Market  reaction to the
Asian currency crisis in Singapore and Malaysia has been emotional and overdone.
Although both countries have some economic  restructuring  to sustain  (Malaysia
more than Singapore), there are bargains to be found in these markets.

And finally,  there is the  Japanese  market.  Here,  too, the Fund Advisor sees
bargains  given the  market's  overreaction  to  economic  conditions.  Economic
officials  in Japan have begun to  recognize  the state of the  economy  openly.
Public  opinion  of Prime  Minister  Hashimoto  has  begun to  deteriorate.  The
Japanese  government  is  feeling  the  pressure  to do  something  to spark the
economy. Currently,  monetary policy is loose and fiscal policy is tight. If the
Japanese government  announces plans to stimulate the domestic economy through a
loosening of fiscal policy,  the markets should expect improved domestic demand.
The domestic economy will benefit greatly from such an announcement.


Portfolio Profile                                    September 30, 1997
Equities                                             97.1%
Top 10 Equities (% of Net Assets)                    31.2%
Number of Stocks                                     138
Cash & Cash Equivalents                               2.9%

Top 10 Equity Holdings                               September 30, 1997
Nippon Telephone & Telegraph                          6.9%
Toyota Motor Corporation                              5.4%
Honda Motor Company                                   2.6%
Bank of Tokyo-Mitsubishi, Ltd.                        2.4%
Matsushita Electric Industrial Co.                    2.4%
Sumitomo Bank                                         2.4%
Industrial Bank of Japan                              2.3%
Sony Corporation                                      2.3%
Tokyo Electric Power First SEC                        2.3%
Mitsubishi Corporation                                2.2%

Top Countries                                        September 30, 1997
Japan                                                79.2%
Singapore                                             7.6%
Hong Kong                                             6.3%
Malaysia                                              4.0%
 


Investment  return and principal value represent past  performance and are not a
guarantee of future results. Shares may be worth more or less at redemption than
at original purchase.


[GRAPHIC OMITTED]



Schedule of Investments
September 30, 1997


Shares                                               Market Value
Common Stocks & Rights 97.1%
Hong Kong 6.3%
   34,200         AMMB Holdings Berhad               $     89,679
   19,400         Bank of East Asiaa                       72,451
   39,400         Berjaya Sports Toto Berhad              113,038
   32,000         Cahya Mata Sarawak                       57,750
   53,000         Cathay Pacific Airwaysa                  74,310
   26,000         Cheung Kong Holdings                    292,304
   11,000         Cheung Kong Infrastructurea              32,836
   32,000         China Light & Power                     176,158
   32,000         Chinese Estates HL                       28,946
   14,000         Citic Pacific Ltd.                       79,421
   48,000         Commerce Asset Holdings                  53,900
   22,000         Cosco Pacific Ltd.                       39,090
    7,500         Dickson Concepts Intl.                   27,961
   10,000         Edaran Ototmobil
                  Nasional Berhad                          40,104
    6,000         Guoco Group Ltd.                         23,958
   15,000         Hang Lung Dev. Co.                       28,203
   26,900         Hang Seng Bank                          331,100
   23,000         Hong Kong & Shanghai Hotels              27,938
  158,000         Hong Kong Telecom                       357,304
   43,000         Hong Kong & China Gasa                   88,628
   66,000         Hopewell Holdingsa                       40,085
   44,000         Hutchison Whampoa Ltd.                  433,546
   13,000         Hysan Developmenta                       38,890
   94,000         Magnum Corp. Berhad                      82,646
   26,000         Malayan Banking                         130,740
   13,000         Miramar Hotel                            33,178
   20,000         National Mutual Asia Ltd.                21,451
   24,000         New World Development                   145,144
   16,000         Peregrine Investment Holdings            27,189
   95,000         Renong Berhad                            93,782
   26,000         Shangri La Asis Ltd.                     26,711
   44,000         Shun Tak Holdingsa                       28,145
   26,000         Sun Hung Kai Properties                 305,743
   45,000         Swire Pacific Ltd.                       66,583
    8,000         Television Broadcasta                    28,326
   33,000         Wharf Holdings                          121,535
Total Hong Kong                                         3,658,773

Shares                                               Market Value
Common Stocks - continued
Japan 79.2%
  122,000         All Nipon Airways Company          $    682,100
  115,000         Asahi Glass Co. Ltd.                    893,481
   74,000         Bank of Tokyo-Mitsubishi Ltd.         1,409,757
   42,000         Bridgestone Corp. First SEC           1,008,862
   33,000         Canon Inc. Y50                          964,880
   41,700         Chubu Electric Power Co.                708,067
   38,000         Dai Nippon Printing Co. Ltd.            812,060
   38,000         Denso Corporation                       922,223
   24,000         Fuji Photo Filma                        989,977
   69,000         Fujitsu Ltd. Y50                        863,000
  138,000         Hitachi Y50                           1,200,198
   44,000         Honda Motor Company                   1,534,332
  106,000         Industrial Bank of Japan Ltd.         1,316,988
   17,000         Ito-Yokado Co. Ltd.                     920,898
   50,900         Kansai Electric Power                   906,444
  368,000         Kawaski Steel Corporation               704,116
  167,000         Kinki Nippon Railway                    953,060
   89,000         Kirin Brewery Co. Ltd.                  732,759
    9,300         Kyocera Corp.                           607,777
   192,000        Marubeni Corporation                    636,130
    76,000        Matsushita Electric
                  Industrial, Ltd.                      1,372,318
   132,000        Mitsubishi Corporation                1,279,218
    67,000        Mitsubishi Estate Co. Ltd.              976,725
   180,000        Mitsubishi Hvy Indy Y50a                985,505
   122,000        Mitsubishi Motors Y50a                  626,522
    68,000        Mitsui Fudosan                          827,963
    70,000        NEC Corporation Y50                     852,315
   359,000        Nippon Steel Company                    790,971
       439        Nippon Telephone
                  & Telegraph                           4,036,195
   113,000        Nissan Motor Company                    673,900
    94,000        Nomura Securities Co.                 1,222,397
    23,000        Sanyo Company Ltd.                      796,322
    32,000        Seibu Railway                         1,269,609
    16,000        Seven Eleven Japan                    1,200,695
    64,000        Sharp Corporation                       583,119
    14,100        Sony Corporation                      1,331,400
    93,000        Sumitomo Bank, Ltd.                   1,401,971
    32,000        Takeda Chemical                         959,496
    78,000        Tokio Marine & Fire                     936,801
    71,100        Tokyo Electric Power                  1,366,288
   153,000        Toshiba Corp                            775,582
   102,000        Toyota Motor Corporation              3,125,983
Total Japan                                            46,158,404
The accompanying notes are an integral part of the
financial statements.
Shares            Market Value
Common Stocks - continued
Malaysia 4.0%
    32,400        Ekran Berhad                       $    42,580
    28,800        Genting Berhad                          89,735
    83,000        Golden Hope Plantations                120,856
    70,000        Hicom Holdings Berhad                   82,491
    56,000        Hong Leong Bank Berhad                  83,960
    32,000        Hume Industries                         69,103
    28,000        Jaya Tiasa Holdings Berhad              77,309
    55,000        Kuala Lumpur Kepon Berhad              135,738
    29,000        Malakoff Berhad                         83,648
   113,000        Malaysian Helicopter Service            51,941
    37,000        Malaysian International
                  Shipping                                70,769
    53,333        Malaysian Resources Corp.               46,562
    13,000        Nestle Berhad                           76,599
    16,000        New Straits Times Press                 48,372
    14,000        Oriental Holdings Berhad                57,010
    21,000        Perusahaan Otomobil
                  Nasaional                               58,629
    52,000        Petronas Gas Berhad                    154,000
    77,000        Public Bank Berhad                      66,749
    43,000        Resorts World Berhad                    94,183
    43,000        RHB Capital Berhad                      50,939
    12,400        Rothmans of Pall Mall Berhad           100,415
    58,000        Sime Darby Malay Regd                  120,776
    70,500        Telekom Malaysia                       214,226
    63,000        Tenaga Nasional Berhad                 170,058
    20,000        United Engineers                        64,167
    61,500        YTL Corp. Berhad                        77,407
Total Maylasia                                         2,308,222
Singapore 7.6%
    16,000        Cerebos Pacific Limited                 55,424
    35,000        City Developments                      226,467
     6,000        Creative Technology Limited            158,037
    11,000        Cycle & Carriage Limited                66,502
    42,000        DBS Land                               102,116
    29,000        Development Bank                       295,682
    18,000        Faser & Neave                          102,940
     5,000        Great Eastern Life Assurance            50,653
    53,000        Hotel Properties SGDI                   65,470

Shares            Market Value
Common Stocks - continued
Singapore - continued
   20,000         Inchcape Berhad                    $    69,934
   120,000        IPC Corporation                         28,627
   24,000         IPC Corporation Rights                  -
   29,000         Keppel Corporation                      115,619
   19,000         Keppel Fels Ltd.                        55,881
   33,000         Keppel Land Ltd.                        83,254
   40,000         Marco Polo Developments                 71,371
   23,000         Metro Holdings Ltd.                     64,639
   24,000         Natsteel Ltd.                           65,568
   60,000         Neptune Orient Lines Ltd.               46,666
   42,000         Overseas Chinese Bank                   290,976
   27,000         Overseas Union Bank                     119,998
   18,000         Overseas Union Enterprises         71,764
   12,000         Sembawang Corporationa                  55,685
   36,000         Shangri La Hotel Ltd.                   94,116
   72,000         Sime Singapore Ltd.                     41,411
   31,000         Singapore International
                  Airlines                                228,951
   23,000         Singapore Land Ltd.                     102,221
   15,000         Singapore Press Holdings                220,585
   42,000         Singapore Technologies                  76,038
   495,000        Singapore Telecom                       837,928
   36,000         Straits Trading Company                 63,528
   103,000        United Industrial Corp.                 71,358
   42,000         United Overseas Bank                    310,191
   15,000         Venture Manufacturing                   63,724
   32,000         Wing Tai Holdings                       66,090
Total Singapore                                      4,439,414
Thailand 0.0%
19,000            Rashid Russian                          43,667
Total Common Stocks & Rights
   (Cost $58,689,117)                                56,608,480
Money Market Fund Shares 2.6%
1,505,334         Vista U.S. Government
   Money Market Fund
   (Cost $1,505,334)                                      1,505,334
Total Investments (Cost $60,194,451)
   99.7%                                             58,113,814
Other Assets less Liabilities 0.3%                        165,007
NET ASSETS 100.0% $                                  58,278,821
The accompanying notes are an integral part of the
financial statements.
a non-income producing security




Summary of Investments by Industry
                                                       % of Investments
Diversified Automotive Manufacturers                          10.30%
Banks                                                         10.00%
Telecommunications                                            9.30%
Electric Power Companies                                      5.40%
Diversified Electronics                                       4.70%
Land & Real Estate                                            4.12%
Business Machines & Office Equipment                          3.20%
Ethical Drug Manufacturers                                    3.00%
Cash                                                          2.80%
National Regional Food Store Chains                           2.80%
Radio & T.V. Broadcasts                                       2.35%
Wholesalers                                                   2.30%
Railroad Holding Companies                                    2.20%
Securities Brokerage                                          2.15%
Electronic Components                                         2.10%
Airlines                                                      1.80%
General Diversified                                           1.80%
Insurance                                                     1.75%
Industrial Machinery                                          1.70%
Photographic Equipment & Supplies                             1.70%
Rubber & Tire Manufacturers                                   1.70%
Original Parts & Accessories Manufacturers                    1.60%
Soft Drink Producers & Bottlers                               1.60%
Breweries                                                     1.50%
Glass                                                         1.50%
Systems & Subsystems                                          1.50%
Diversified Construction Companies                            1.40%
Printers                                                      1.40%
Steel Producers Integrated                                    1.40%
Department Store Chains                                       1.21%
Diversified Metal Products Manufacturers                      1.20%
Parts & Components                                            1.00%
Financial Services                                            0.70%
Leisure                                                       0.50%

Summary of Investments by Industry - continued
                                                              % of Investments
Press Print                                                   0.50%
Sea Transport                                                 0.50%
Hotel & Motel Chains                                          0.47%
Auto Equipment                                                0.40%
Multi Industry                                                0.40%
Electrical Materials                                          0.30%
Engineering                                                   0.30%
Food                                                          0.30%
Oil Production                                                0.30%
Water distribution                                            0.30%
Agricultural Products                                         0.20%
Automobile                                                    0.20%
Investment Management                                         0.20%
Natural Gas Distributors                                      0.20%
Tobacco                                                       0.20%
Building Heavy Construction                                   0.10%
Cement                                                        0.10%
Computers                                                     0.10%
Construction Materials                                        0.10%
Industrial Equipment                                          0.10%
Industrial Services                                           0.10%
Miscellaneous Recreation                                      0.10%
Non Ferrious Metals                                           0.10%
Other Financial Services                                      0.10%
Rental & Leasing                                              0.10%
Restaurant                                                    0.10%
Specialty Retailers                                           0.10%
Textiles                                                      0.10%
Tires & Rubber                                                0.10%
Transport                                                     0.10%
Shipping                                                      0.05%
Total                                                         100.00%
The accompanying notes are an integral part of the
financial statements.



management discussion & analysis

North Europe Region

Performance
The ICON North Europe Region Fund (the "Fund")  opened on February 18, 1997. The
Fund had a total return of 10.6% from its  inception to September  30, 1997 with
an ending NAV of $11.06. The Morgan Stanley Capital  International (MSCI) Europe
Index (in U.S. dollars) appreciated 20.5% for the same period.

Markets in Northern  Europe  moved  sideways  to negative  through the first few
months of ICON investment. In addition to market depreciation,  the Fund has not
been  hedged  against  U.S.  Dollar  movement  and the U.S.  Dollar  appreciated
substantially  against most  currencies in this region through July 1997.  These
combined  factors had a negative  effect on performance of the ICON North Europe
Region  Fund in the first few  months.  The news does  improve  as local  market
performance  changed  course  after  mid-April  and the  Fund  participated.  In
addition,  many European  currencies  followed the lead of the Deutsche Mark and
gained steadily against the U.S.
Dollar after the beginning of August.

The Fund is invested  according to relative  valuation  ratios of the  countries
that  comprise the region.  Initially,  the Fund  invested in Germany,  Denmark,
Belgium and Norway. Germany and Denmark have remained the largest holdings since
inception and have added significantly to performance.  The MSCI German index in
US Dollars has appreciated  20.93% from February 19, 1997 through  September 30,
1997.  The MSCI Denmark index in U.S.  Dollars has  appreciated  18.47% over the
same  period.  Norway  added  slightly  to  performance  before it began to look
overvalued;  it was sold for a position in Great Britain.  These are the current
Fund holdings as Germany,  Denmark, Belgium and Great Britain are still the most
undervalued markets in North Europe.

Country Highlights
There has been a common  thread  relating  the  returns  of the  North  European
markets.  This thread is the  European  Monetary  Union  (EMU).  Next year,  all
countries  that  would  like to  participate  in the  first  round of  countries
adopting the single  currency must fulfill the EMU criteria.  These criteria all
involve the stability and health of the local economies.  All country  economies
must converge on interest rate,  inflation rate,  government debt,  public debt,
and exchange rate levels.  German economic health has historically been the most
stable in the region  because  the  Bundesbank,  the  German  central  bank,  is
committed to maintaining low inflation levels. The EMU criteria then defaults to
the idea that all countries must converge to German standards.

Germany is one of the largest holdings in the Fund,  comprising  almost 36.6% of
equity  holdings.  German  returns  fell through  August,  along with many world
markets.  The Fund saw rallies begin in September and,  according to valuations,
there is no reason  for these to halt.  Here,  as well as in  Denmark,  interest
rates are the lowest seen since 1994. There are some noticeable differences when
comparing these two time periods.  German Gross Domestic Product (GDP) growth in
1994 was steadily increasing;  in 1997 German GDP growth was lower in the second
quarter than it was in the first quarter.  The German unemployment rate has been
steadily  increasing since 1994 until, at this point, German unemployment is the
highest it has been since WWII.  Obviously  the German  economy in 1994 was much
healthier than the German economy is in 1997;  and so,  although  interest rates
rose steadily from this point in 1994, there is no reason for them to follow the
same pattern in 1997.

Denmark is the second country that has a large position in this Fund. Denmark is
a small  percentage  of the MSCI Europe index;  however,  our weighting is large
because the valuations for Denmark are some of the best that we see in Europe at
this time. This country  continues to be attractive for reasons that differ from
Germany.  Danish 1998  consensus  earnings  estimates  have  experienced  upward
revisions  of  around  19%  since  May of  this  year.  Analysts  are  currently
predicting an average  earnings  increase of 43% for 1997 over 1996 earnings and
expect  this to  continue  with an  earnings  increase of 13% for 1998 over 1997
earnings.  Although  Danish prices have shown a significant  increase since Fund
inception, earnings have been an upwardly moving target. Interest rates are low,
there has not been a surge of inflation fear, and further,  Denmark is under the
interest rate constraints of EMU criteria. Prices have been unable to reach fair
value because fair value is not a static measure;  rising earnings estimates and
low interest rates allow valuations to continually increase.

Belgium and United Kingdom are currently the smallest holdings in the ICON North
Europe Region Fund.  Although their  valuations are promising,  they do not show
quite the  potential  of  Germany or  Denmark.  Both have  added  positively  to
performance this year. Their economies are healthy, with Great Britain expecting
a 3.5% increase in real GDP this year and Belgium's  budget deficit  expected to
be 2.8% this year (falling within the EMU criteria).

The Current Outlook
The ICON North  Europe  Region Fund has  performed  well this year as there have
been  significant  price  increases in the region.  However,  prices have yet to
approach  fair  value.  Fundamentals  continue to improve  across  Europe as the
export-driven  recoveries  begin to flow through  economies  to ignite  domestic
demand. The Fund Advisor sees economic strengths; however, weaknesses exist that
provide  an  environment  still  in need of  stimulation.  Although,  it must be
remembered   that  there  also   exists  an   environment   where  the   growing
export-economy  can boost  the  domestic  economy.  It seems  that the  European
governments are attempting to create healthy economies that will fulfill the EMU
criteria  for   participation.   Your  Fund  Advisor  sees  low  interest   rate
environments  for  monetary  convergence  with  tight  fiscal  policy for budget
deficit fulfillment.

Interest rates should not need to increase any further. The Bundesbank took what
can be called a preemptive strike against inflation and raised the interest rate
recently  in response  to rising  factory  orders  among  other  things.  France
followed  suit and interest  rates in the  remainder of Europe edged up as well.
Your Fund  Advisor  questions  the  continuance  of these  increases  because of
factors that show continued economic weakness, high unemployment and slowing GDP
growth.  Privatization  and  restructuring  continue as many of these  countries
attempt to fulfill  the EMU  criteria  in time to  participate  in the  upcoming
single currency.

The desire to fulfill EMU criteria allows for bright prospects for the different
economies in this region. Budget and public deficits must be low, exchange rates
must be  stable  within  a range,  and  inflation  and  interest  rates  need to
converge.  These  demands make for  healthier  economies  in the region.  Again,
prospects are bright and  fundamentals  continue to improve as prices to attempt
to reach a continually improving value target.


Portfolio Profile                                    September 30, 1997
Equities                                             98.0%
Top 10 Equities (% of Net Assets)                    31.9%
Number of Stocks                                     118
Cash & Cash Equivalents                              2.5%

Top 10 Equity Holdings                               September 30, 1997
D/S Svenborg                                         5.2%
Den Danske Bank                                      5.2%
Novo Nordisk                                         4.7%
Allianz AG                                           2.9%
Danisco                                              2.7%
Carlsberg                                            2.3%
Sophus Berendsen                                     2.3%
Deutsche Bank AG                                     2.3%
Hoschst AG                                           2.2%
Siemens AG                                           2.1%

Top Countries                                        September 30, 1997
Denmark                                              40.0%
Germany                                              36.6%
Belgium                                              13.9%
United Kingdom                                       7.5%



Investment  return and principal value represent past  performance and are not a
guarantee of future results. Shares may be worth more or less at redemption than
at original purchase.


[GRAPHIC OMITTED]










Schedule of Investments
September 30, 1997


Shares            Market Value
Common Stocks 98.0%
Belgium 13.9%
   1,315          Banque Bruxelles Lambert           $    338,818
   1,105          Barco (Belgium American
                  Radio Corp.)                            231,648
   ,318           Bekaert NV                              226,432
   2,680          Ciementeries CBR NPV                    234,584
   2,011          CMB Cie Maritime Belge                  153,126
   6,152          Delhaize-Le Lion                        303,852
   4,901          Electrabel SA                         1,027,428
   3,696          Fortis AG                               740,335
   4,562          Gevaert SA                              197,782
   1,246          Glaverbel SA                            202,743
   1,902          Groupe Bruxelles Lambert                301,656
   1,139          Kredietbank NPV                         469,582
   2,172          Petrofina SA                            850,765
   1,103          Royale Belge                            287,220
   9,710          Solvay Et Cie NPV                       586,159
   1,470          Tractbel Inv Intl NPV                   597,977
   2,596          Union Miniere NPV                       212,629
Total Belgium     6,962,736
Denmark 40.0%
   5,820          Bang & Olufsen Holdings                 346,183
   11,597         Bikuben Girobank                        663,940
   20,947         Carlsberg                             1,146,283
   21,452         Cheminova                               570,563
   3,746          Codan Forsikring                        515,266
   2,410          D/S Norden                              344,041
   36             D/S Svenborg                          2,596,370
   23,194         Danisco                               1,320,981
   23,913         Den Danske                            2,606,519
   3,726          Det Danske Traelastkompagni             335,213
   13,866         Fin Industri Handvaerk                  360,837
   17,319         Finansieringsselsk Gefion               373,433
   28,087         FLS Industries                          835,329
   12,711         ISS International Service
                  System                                  417,729
   4,448          Jyske Bank                              417,365
   10,729         Korn OG Foderstofkomp                   335,043
   6,278          Lauritzen Holdings                      644,158
   20,791         Novo Nordisk                          2,324,960
   9,650          Potagua                                 308,523
   8,468          Radiometer                              395,370
   7,219          Sophus Berendsen                      1,157,053
   7,379          Sydbank                                 341,255
   2,715          Tele Danmark                            669,332
   2,122          Topdanmark                              312,394
   10,660         Tryg Baltica Forsikring                 608,710
Total Denmark     19,946,850
Germany 36.6%
   1,512          Adidas AG                               196,813
   5,970          Allianz AG                            1,440,963
   352            Allianz Lebenscersicherungs             290,977
   2,810          Altana AG                               206,830
   18,783         BASF AG                                 678,498
   20,415         Bayer AG                                813,161

Shares            Market Value
Common Stocks - continued
Germany - continued
   8,728          Bayerische Hypoth-und
                  Wechsel Bank                       $    373,100
   446            Bayerische Motoren Werke AG             379,918
   7,371          Bayerische Vereinsbank AG               429,025
   3,101          Beiersdorf AG                           141,339
   13,511         Commerzbank AG                          487,293
   12,087         Daimler Benz AG                         997,790
   4,215          Degussa AG                              231,251
   6,511          Deutsche Bank AG                      1,162,939
   50,677         Deutsche Telecom                        981,296
   15,084         Dresdner Bank AG                        693,483
   1,940          Heidelberger Zement AG                  154,876
   9,252          Henkel KGAA                             459,408
   3,979          Hochtief AG                             181,807
   24,439         Hoschst AG                            1,084,832
   503            Karstadt AG                             174,294
   236            Linde AG                                164,621
   10,809         Lufthansa                               212,669
   525            MAN AG                                  165,777
   1,173          Mannesmann AG                           559,208
   5,757          Metro AG                                264,676
   2,400          Muenchener Reuckver AG                  808,521
   609            Pruessag AG                             170,681
   12,107         RWE AG                                  586,435
   1,504          SAP AG                                  387,030
   2,363          Schering AG                             248,115
   15,727         Siemens AG                            1,062,751
   824            Thyssen AG                              192,215
   15,893         Veba AG                                 929,093
   805            VEW AG                                  264,355
   589            Viag AG                                 263,721
   618            Volkswagen AG                           429,335
Total Germany                                          18,269,096
United Kingdom 7.5%
   5,192          Barclays PLC                            140,443
   4,149          Bass PLC                                 56,031
   13,117         BAT Industries                          115,057
   19,289         BG PLC                                   83,975
   43,967         Boots Co. PLC                           623,948
   1,886          British Aerospace PLC                    50,681
   4,099          British Airways PLC                      44,927
   13,248         British Petroleum PLC                   200,205
   7,589          British Sky Broadcasting PLC             57,251
   19,284         British Telecommunications PLC          127,565
   18,795         BTR PLC                                  76,359
   7,145          Cable Wireless PLC                       60,884
   5,300          Cadbury Schweppes PLC                    51,156
   4,647          Commercial Union                         60,392
   8,018          Glaxo Holdings PLC                      180,620
   4,182          Granada Group                            59,179
   5,230          Great Universal Stores                   58,337
   5,888          Guiness PLC                              55,595
   3,708          Land Securities                          58,731
   12,568         Lloyds TSB Group                        169,423
The accompanying notes are an integral part of the
financial statements.
Shares            Market Value
Common Stocks - continued
United Kingdom - continued
   8,413          Marks & Spencer PLC                $    86,095
   5,645          National Power                          51,932
   5,922          National Westminster Bank PLC           89,589
   7,843          Prudential Corp.                        87,483
   4,628          Reed International PLC                  39,249
   8,520          Rueters Holdings                       101,160
   3,706          Rio Tinto PLC                           59,298
   6,895          Sainsbury (J) PLC                       51,737
   6,287          Scottish Power PLC                      48,698
   23,854         Shell Transport & Trading Co.          174,751
   2,414          Siebe                                   48,686
   15,874         Smithkline Beecham PLC                 154,242
   7,024          Tesco                                   53,386
   4,279          Thorn EMI                               42,096
   2,318          Unilever                                67,906
   3,814          United Utilities                        47,225
   5,829          Wolseley PLC                            48,352
   14,409         Yele Catto & Co.                        79,489
   2,642          Zeneca Group PLC                        86,276
Total United Kingdom                                   3,748,409
Total Common Stock
   (Cost $45,052,979)                                 48,927,091
Money Market Fund Shares 2.2%
1,117,387         Vista U.S. Government
   Money Market Fund
   (Cost $1,117,387)                                   1,117,387
Total Investments
   (Cost $46,170,366)
   100.2%                                             50,044,478
Liabilities less other Assets (0.2%)                     (97,813)
NET ASSETS 100.0% $                                    49,946,665

Summary of Investments by Industry
                                   % of Investments
Commercial Banks, Bank
Holding Companies                                    16.70%
Insurance Companies                                  8.80%
Shipping                                             7.50%
Diverisified Chemicals Manufacturers                 6.60%
Ethical Drug Manufacturers                           6.20%
Electric Power & Gas Companies                       5.20%
Service Organizations                                5.00%
General Diversified                                  3.80%
Diversified Automotive Manufacturers                 3.70%
Telecommunications                                   3.70%
Diversified Food                                     3.50%
Other Financial Services                             3.30%
Brewers                                              2.40%
Diversified Electronics                              2.20%
Crude Oil & Natural Gas Producers                    1.70%
Cash                                                 1.60%
Diversified Contruction Cos.                         1.30%
Drug Store Chains                                    1.30%
Department Store Chains                              1.10%
Diversified Machinery                                1.10%
Miscellaneous Chemicals                              1.10%
Diversified Metal Producers                          1.00%
Chemcials                                            0.90%
Medical, Surgical & Dental Suppliers                 0.80%
Radio & T.V. Broadcasts                              0.80%
Systems & Subsystems                                 0.80%
Wholesalers                                          0.80%
Investment Companies                                 0.70%
Food                                                 0.60%
Airlines                                             0.50%
Building Production                                  0.50%
Miscellaneous Electronics                            0.50%
Wire, Chain & Spring                                 0.50%
Athletic Footwear                                    0.40%
Glass                                                0.40%
Holding Companies                                    0.40%
Oil Refiners & Distributors                          0.40%
Cosmetics & Toiletries                               0.30%
Diversified Drugs, Cosmetics,
& Healthcare                                         0.30%
Industrial Machinery                                 0.30%
National Regional Food Store Chains                  0.20%
Natural Gas Distributors                             0.20%
Automatic Controls                                   0.10%
Distillers                                           0.10%
Land & Real Estate                                   0.10%
Military & Commercial Aircraft
Manufacturers                                        0.10%
Miscellaneous Printing & Publishing                  0.10%
Miscellaneous Recreation                             0.10%
Miscellaneous Retailers                              0.10%
Soft Drink Producers & Bottlers                      0.10%
Water Companies                                      0.10%
Total                                                100.00%
The accompanying notes are an integral part of the
financial statements.

























management discussion & analysis

South Europe Region

Performance
The ICON South Europe Region Fund (the "Fund")  opened on February 20, 1997. The
Fund had a total return of 19.0% from its  inception to September  30, 1997 with
an ending NAV of $11.90. The Morgan Stanley Capital  International (MSCI) Europe
Index (in U.S. dollars) appreciated 20.5% over the same period.

Performance was sluggish in the initial months.  The largest country holdings in
this fund--Italy and Switzerland--exhibited unspectacular performance, and their
currencies  depreciated  against the U.S.  Dollar.  The ICON South Europe Region
Fund has not been hedged  against  U.S.  Dollar  movement.  In a period  where a
foreign currency  exposure loses value against the U.S.  Dollar,  the ICON South
Europe Region Fund will also lose value  commensurate with the Fund's holding of
that  currency.  The month of May proved to be the beginning of a rally for both
countries as market performance began to improve.  Through August and September,
U.S. Dollar weakness also contributed to Fund appreciation.

Initially,  the Fund was invested in the markets of Italy,  Switzerland,  France
and Austria.  As the French market appreciated  approximately 7.17% according to
the MSCI  France  index in U.S.  Dollars  through  June 30,  1997,  it was sold.
Valuations  began to show that all of the other  holdings were better  bargains;
thus,  they were  increased  at the  expense  of the  French  position.  For the
remainder  of the  period,  the  same  French  index  underperformed  the  other
positions in the Fund.

Country Highlights
As previously  shown,  the Italian market has been the Fund's best performer for
the three months ended September 30, 1997. This market has not seen double-digit
growth since 1993, and valuations show that the current rally has not yet led to
overvaluation. The Fund has seen broad optimism in Italy this year because it is
the country  farthest away from  fulfilling  the European  Monetary  Union (EMU)
criteria,  and the Italian  government  determination to join in the first round
forces economic austerity.  Economic theory states that a government must follow
through with stated economic policy to maintain government credibility.  The EMU
criteria  forces  economic  discipline  on the  Italian  economy  if the  public
believes the government's commitment to join in the first round. Joining the EMU
lends credibility to Italy's efforts to strengthen its fiscal condition.

The Austrian market has not seen an exceptional  year since 1993 (as with Italy)
and the valuations indicate extremely undervalued securities. Consensus earnings
estimates for this market have increased  14.32% through  September 1997,  while
the market has appreciated 6.73% over the same period.  Further, the EMU is also
having a positive effect on the Austrian market.  However, the reasons differ as
the Austrian economy is expected to easily fulfill the first round criteria. The
Austrian economy is well integrated with the German economy but less so with the
remainder  of Western  Europe.  The EMU  benefits  Austria in that it provides a
means by which the  Austrian  economy  can become  further  integrated  with the
countries of Western Europe.  Austria also will gain financial support from this
union as it continues to aid in the growth of Eastern Europe.

The news in  Switzerland  is altogether  different.  Here,  EMU is only an issue
insofar as it affects the economies with which Switzerland trades. The Swiss are
neutral;  they will not join the EMU.  Through  1995 and 1996,  the Swiss market
performed exceptionally well, exhibiting over 20% growth in both years. However,
this market is still undervalued as consensus  estimates for earnings and growth
rates continue to increase.  Many of the larger stocks in Switzerland  are large
drug companies.  This sectoris one of the Fund Advisor's  favored sectors in the
U.S.  market at the moment,  and as such,  supports  the Fund's  positive  value
ratings for the Swiss market as a whole.

The Current Outlook
The ICON South Europe Region Fund has been an  exceptional  performer  this year
and valuations  continue to show that this should continue.  Consensus  earnings
estimates  in Italy,  Austria and  Switzerland  have been  steadily  increasing.
Company  fundamentals  are  improving,  and interest rates remain low throughout
Europe.  Switzerland is recovering from a six-year recession, and Gross Domestic
Product  (GDP) is  expected  to grow in 1997 and  1998.  Austrian  inflation  is
expected  to  remain  under  2% for the  next  two  years.  Italian  GDP is also
improving and Italian interest rates have been converging with low German rates.

Strict  fiscal  measures in Italy will dampen  hopes for an improved  employment
climate.  Unemployment  is currently  12.4%.  However,  this could  suggest that
monetary  policy  will  remain  relatively  loose in the form of lower  interest
rates. Low interest rates motivate capital expenditure and investment which then
holds  promise for greater  company  value.  Consensus  earnings  estimates  are
increasing as are estimates of long term growth rates. Therefore, as much as the
Italian  market has  appreciated  this year,  the reason to maintain  the Fund's
investment in Italy remains.  Valuations  still show the market to be a bargain.
The same is true for Switzerland and Austria.

Portfolio Profile                                    September 30, 1997
Equities                                             99.1%
Top 10 Equities (% of Net Assets)                    46.5%
Number of Stocks                                     74
Cash & Cash Equivalents                              1.3%

Top 10 Equity Holdings                               September 30, 1997
Ente Nazionale Idrocarburi                           7.6%
Novartis                                             7.4%
Roche Holdings AG                                    5.8%
Telecom Italia SPA                                   5.7%
Assicurasioni Generali                               5.0%
TIM Telecom Italia Mobile                            4.6%
Nestle SA                                            3.7%
Fiat SPA                                             2.6%
Banco Ambrosiano Veneto SPA                          2.1%
Zurich Versicherungs                                 2.0%

Top Countries                                        September 30, 1997
Italy                                                54.7%
Switzerland                                          33.1%
Austria                                              11.3%



Investment  return and principal value represent past  performance and are not a
guarantee of future results. Shares may be worth more or less at redemption than
at original purchase.


[GRAPHIC OMITTED]



Schedule of Investments
September 30, 1997


Shares            Market Value
Common Stocks 99.1%
Austria 11.3%
   568            Austria Micro Systeme              $    40,076
   3,710          Austrian Airlines                       95,215
   4,046          Bank Austria AG                         196,934
   564            Bau Holdings AG                         36,890
   698            Boehler-Uddeholm                        58,683
   826            Brau Union Goess Reininghaus            49,335
   349            BWT AG                                  61,350
   3,595          Creditanstalt                           187,419
   1,671          Die Erste Oesterreichiesche             90,207
   612            EA Generali AG                          166,027
   1,027          EVN Energie Versorgung                  125,672
   1,315          Flughafen Wien AG                       54,384
   3,066          Girocredit Bank AG                      75,234
   565            Lenzing AG                              33,410
   897            Mayr Meknholf Karton AG                 53,547
   570            Oesterreichische Brau                   31,183
   1,302          Oesterreichische Elektriz               92,232
   1,399          OMV AG                                  208,786
   829            Radex Heraklith                         34,415
   95             Schindler Holding AG                    118,401
   1,806          Steyr Daimler Puch                      56,375
   761            VA Technologie AG                       163,224
   1,279          Versicherungsanstalt Der                35,397
   1,889          Voest Alpine Stahl AG                   91,489
   776            Wienerberger Baustoffindustrie          161,884
   595            Wolford AG                              53,707
Total Austria     2,371,476
Italy 54.7%
   30,698         Alleanza Assicurazioni                  296,191
   47,086         Assicurasioni Generali                  1,064,152
   95,076         Banca Commerciale Italiana         273,275
   63,027         Banco Ambrosiano Veneto SPA        443,214
   26,704         Banco Popolare Di Milano                156,295
   13,098         Bennetton Group SPA                     218,989
   148,939        Credito Italiano                        403,063
   44,827         Edison SPA                              241,325
   255,389        Ente Nazionale Idrocarburi              1,608,714
   155,687        Fiat SPA                                555,747
   592,486        Gemina SPA                              217,678
   227,263        Holding Di Particpazioni                124,980
   195,669        Instituto Nazionale Delle
                  Assicurasionis                          312,385
   40,669         Instituto Bancario San
                  Paolo D'Torino                          322,401
   34,371         Instituto Mobiliare Italiano SPA   368,876
   64,078         Italgas Societa                         226,324
   65,807         Mediaset SPA                            339,398
   25,483         Mediobanca-Banca Di Credito             199,357
   37,718         Mondadori Editore SPA                   231,960
   271,267        Montedison SPA                          198,068
   277,687        Olivetti SPA                            152,871
   130,191        Parmalat Finanziaria SPA                223,316
   64,664         Pirelli SPA                             189,610

Shares            Market Value
Common Stocks - continued
Italy - continued
   33,344         Rinascente LA SPA                  $    255,831
   20,400         Riunione Adriartica Di
                  Sicurta SPA                             181,935
   24,496         Saipem SPA                              147,630
   25,256         Sirti SPA                               158,431
   121,515        Telecom Italia Mobile                   253,501
   181,916        Telecom Italia SPA                      1,212,317
242,267           TIM Telecom Italia Mobile               961,683
Total Italy       11,539,517
Switzerland 33.1%
   318            Adecco SA                               128,096
   240            Alusuisse-Lonza                         235,493
   2,545          Credit Suisse Group                     344,352
   765            Danzas Holding AG                       163,559
   177            Grands Magasins Jelmoli SA              142,597
   240            Holderbank Glarus                       228,056
   565            Nestle SA                               788,206
   1,014          Novartis                                1,557,022
   138            Roche Holdings AG                       1,225,804
   151            Sairgroup                               202,232
   223            Sche Ruckversicherunds                  334,898
   1,206          Schweiserischer Bankverein              326,357
   991            SMH Neuenburg                           136,647
   55             Soceite Generale Surveillance      96,384
   223            Sulzer Gebuder AG                       169,830
   301            Union Bank of Switzerland               352,138
   641            Valora Holdings AG                      136,607
   945            Zurich Versicherungs                    411,897
Total Switzerland 6,980,175
Total Common Stocks
   (Cost $17,618,159)                                     20,891,168
Money Market Fund Shares 0.6%
125,118           Vista U.S. Government
   Money Market Fund
   (Cost $125,118)                                        125,118
Total Investments 99.7%
   (Cost  $17,743,277)  21,016,286 Other Assets less liabilities 0.3% 71,461 NET
ASSETS 100% $  21,087,747  The  accompanying  notes are an integral  part of the
financial statements.

Summary of Investments by Industry
                                                              % of Investments
Bank Holding Companies                                        15.80%
Insurance Companies                                           13.40%
Telecommunications                                            11.50%
Miscellaneous Oil Gas & Coal                                  7.60%
Medical                                                       7.40%
Ethical Drug Manufacturers                                    5.80%
Diversified Food                                              3.70%
Diversified Automotive Manufacturers                          2.90%
Electronic Power & Gas Companies                              2.10%
Land & Real Estate                                            1.70%
Broadcasting                                                  1.60%
Other Financial Services                                      1.60%
Airlines                                                      1.50%
Engineering & Contract Services                               1.50%
Miscellaneous Companies                                       1.40%
Construction Materials                                        1.20%
Miscellaneous Retailers                                       1.20%
Aluminum Producers                                            1.10%
Cement Producers                                              1.10%
Dairy Products                                                1.10%
Natural Gas Holding Companies                                 1.10%
Newspaper Publishers                                          1.10%
Apparel Manufacturers                                         1.00%
Oil Refiners & Distributors                                   1.00%
Cash                                                          0.90%
General Diversified                                           0.90%
Power Transmission Equipment                                  0.90%
Diversified Machinery                                         0.80%
Other Transportation                                          0.80%
Department Store Chains                                       0.70%
Diversified Electonics                                        0.70%
Steelmetal                                                    0.70%
Human Resources                                               0.60%
Industrial Machinery                                          0.60%
Restaurants                                                   0.60%
Commercial Services                                           0.50%
Brewers                                                       0.30%
Miscellaneous Machinery & Equipment                           0.30%
Packaging Products                                            0.30%
Service Organizations                                         0.30%
Textiles                                                      0.30%
Electronic Materials                                          0.20%
Synthetic Fibers                                              0.20%
Total                                                         100.00%
The accompanying notes are an integral part of the
financial statements.
<PAGE>

[GRAPHIC OMITTED]


<TABLE>

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

ICON FUNDS

statements of assets and liabilities

                                       ICON Basic       ICON Consumer    ICON Financial    ICON Healthcare
                                      Materials Fund    Cyclicals Fund   Services Fund     Fund
Assets
Investments at cost                 $  47,244,625    $  19,101,008     $  30,573,421    $   67,360,973
Investments at value                   50,308,146       20,942,958        32,243,639    76,095,583
Foreign Currencies (Cost $80,649;
$102,967; $132,271, respectively)       -                -                 -                -
Cash                                    -                -                 -            1,317,025
Receivables:
   Fund shares sold                    54,048           22,968            37,039            68,180
   Interest                            12,539           4,271             2,994             1,110
   Dividends                           1,600            8,484             43,339            24,005
   Deferred organizational expenses    17,598           17,598            17,597            16,740
   Total Assets                        50,393,931       20,996,279        32,344,608        77,522,643
Liabilities:
Payables:
   Due to Custodian bank               12,373            8,528             13,782            -
   Investments purchased                -                -                 -                -
   Fund shares redeemed                 7,090            47                1,670             3,785
   Advisor & administrator for
organizational expenses                 18,415           18,415            18,415            18,910
   Advisory fee                         37,583           16,982            26,033            62,501
   Fund accounting, custodial and
transfer agent fees                     2,529            1,484             2,564             7,412
   Administration fee                   1,831            829               1,302             3,048
   Accrued Expenses                     63,453          34,190            43,797             120,141
   Total Liabilities                    143,274         80,475            107,563            215,797
Net Assets                          $   50,250,657   $  20,915,804     $  32,237,045    $    77,306,846
   Shares Outstanding (unlimited
shares authorized, no par value)        4,609,245        1,908,706         3,068,595         6,564,580
Net Asset Value (Offering price
and redemption price per share)        $10.90           $10.96            $10.51            $11.78
The accompanying notes are an integral part of the financial statements

</TABLE>
<TABLE>
<S>            <C>             <C>               <C>           <C>              <C>            <C>              <C>
   ICON Leisure ICON Technology ICON Telecomm &  ICON Transpor- ICON Short-Term   ICON Asia     ICON N. Europe  ICON S. Europe
   Fund         Fund            Utilities Fund   tation Fund    Fixed Income Fund Region Fund   Region Fund     Region Fund

$  60,929,769   $  34,937,661   $   19,333,241   $  18,833,113  $  80,680,752     $  60,194,451 $  46,170,366   $    17,743,277
      66,615,557                41,917,883          20,421,498     22,556,048        80,839,914    58,113,814        50,044,478
21,016,286

    -           -               -                 -              -                74,813           100,786           130,550
    -           -               -                 -              -                130,133          36,515            22,556

    77,548          39,620           22,788          22,504         112,429          48,282        32,652            12,205
    3,829           680              2,518           733            828,829          -             -                 -
    70,776          6,536            37,368          15,225         -                142,892       75,704            28,246
    17,598          16,740           17,598          17,598         16,740           16,740        16,740            16,740
   66,785,308       41,981,459       20,501,770      22,612,108     81,797,912       58,526,674    50,306,875        21,226,583


    30,157          13,971           8,348           8,069          45,392            -            148,999            -
    -            -               -               -                                -             -               45,854
    3,351           2,111            461             1,346          -                31,555        30,218            12,047

    18,415          18,960           18,415          18,415         19,060           18,899        18,970            18,950
    53,219          34,486           16,363          17,935         45,764           47,321        39,434            16,555

    4,151           5,320            1,489           1,942          11,319           69,337        56,721            22,415
    2,600           1,680            800             875            3,434            2,230         1,920             809
   65,084           56,410          33,802          32,221          291,011          78,511        63,948            22,206
      176,977       132,938         79,678          80,803          415,980          247,853       360,210           138,836
$   66,608,331  $   41,848,521  $   20,422,092   $  22,531,305  $   81,381,932    $  58,278,821 $  49,946,665   $    21,087,747

    5,869,165       3,228,855        1,922,146      1,817,747       8,116,923        5,863,516     4,516,663         1,771,750

   $11.35          $12.96           $10.63          $12.40         $10.03            $9.94         $11.06            $11.90

<FN>



An Explanation of the Statement of Assets and Liabilities
This statement  lists the assets and liabilities of the Funds as of the last day
of the fiscal period.

The assets may consist of the market value of the securities held in the Fund on
that day, cash, any receivable (dividends declared not paid, interest due to the
Fund but not paid, securities sold but not settled, and Fund shares purchased by
investors but not settled). The liabilities may consist of payables for expenses
incurred but not yet paid, Fund shares redeemed but not settled,  securities for
the portfolio bought but not settled.

The last line is the Net Asset  Value  (NAV) Per Share as of the last day of the
fiscal period.  The NAV is calculated by dividing the Fund's net assets (assets,
at that day's  market  value,  minus  liabilities)  by the number of Fund shares
outstanding.

</FN>
</TABLE>




























<TABLE>

statements of operations

For the fiscal period ended September 30, 1997
<S>                                           <C>             <C>            <C>               <C>                        
1

                                                ICON Basic     ICON Consumer  ICON Financial    ICON Healthcare
                                               Materials FundaCyclicals Fundb Services Fundc    Fundd
Investment Income:
   Interest                                      $  54,847      $  22,765         $  30,624     $  76,008
   Dividends                                        166,324        33,258            103,067       155,767
   Foreign taxes withheld
                                                    221,171        56,023            133,691       231,775
Expenses:
   Advisory fees                                    182,197        45,054            72,579        351,884
   Fund accounting, custodial and
transfer agent fees                                 23,231         5,744             9,254         44,866
   Administration fees                              9,062          2,233             3,600         17,517
   Audit fees                                       9,236          4,080             6,117         12,143
   Registration fees                                29,742         20,409            24,314        36,261
   Legal fees                                       2,323          1,026             1,539         3,055
   Insurance expense                                2,012          889               1,333         2,646
   Amortization of deferred
organizational expenses                             817            817               817           2,169
   Trustees fees & expenses                         730            322               483           960
   Shareholder reports                              4,935          4,935             4,935         7,015
   Other expenses                                   718            -                 -             35,596
Total Expenses                                      265,003        85,509            124,971       514,112
Net Investment income/(loss)                        (43,832)       (29,486)          8,720         (282,337)
Net Realized and Unrealized Gain/(Loss)
on investments:
Net realized gain/(loss) from
investment transactions                             953,349         -                 -            3,110,315
Net realized gain/(loss) from foreign
currency transactions                                -              -                 -             -
Unrealized gain/(loss) from foreign
currency translations                                -              -                 -             -
Change in net unrealized appreciation or
depreciation of investments                         3,063,521      1,841,950         1,670,218     8,734,610
Net Realized and Unrealized Gain/(loss)
on investments:                                     4,016,870      1,841,950         1,670,218     11,844,925
Net increase(decrease) in net assets
resulting from operations                        $  3,973,038   $  1,812,464      $  1,678,938  $  11,562,588

</TABLE>
<TABLE>


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


ICON Leisure ICON Technology ICON Telecomm &  ICON Transpor- ICON Short-Term       ICON Asia     ICON N. Europe   ICON S. Europe
Funde            Fundf        Utilities Fundg  tation Fundh   Fixed Income Fundi   Region Fundj  Region Fundk    Region Fundl

$  51,714       $  77,054       $   18,295       $  27,506      $  4,739,455      $  12,084     $  15,858 $        5,953
   146,991         29,726           136,223         91,749          -                423,694       734,462         363,734
                                                                                     (54,692)      (86,721)        (45,238)
   198,705         106,780          154,518         119,255        4,739,455         381,086       663,599         324,449

   176,283         180,491          43,602          76,320         533,769           265,135       220,106         89,704

   22,463          23,013           5,559           9,731          104,700           74,238        61,630          25,117
   8,749           8,980            2,162           3,816          40,973            13,190        10,953          4,466
   9,327           6,109            3,947           3,994          26,456            9,275         7,432           3,090
   34,163          24,968           20,416          20,158         43,813            35,253        29,204          19,758
   2,346           1,537            993             1,005          6,655             2,333         1,870           777
   2,032           1,331            860             870            5,764             2,021         1,619           673

   817             2,220            817             817            2,321             2,159         2,230           2,210
   737             483              312             316            2,091             733           587             244
   4,935           7,015            4,935           4,935          9,437             4,983         4,983           4,983
   -            9,445               -               -              131,202           32,032        26,441          868
      261,852      265,592          83,603          121,962        907,181           441,352       367,055         151,890
   (63,147)        (158,812)        70,915          (2,707)        3,832,274         (60,266)      296,544         172,559



   174,394         2,302,870        43,406          475,866        348,599           3,905         139,116         (2,426)

    -               -                -               -              -                5,182         (105,148)       5,843

    -               -                -               -              -                (7,702)       (3,161)         (1,965)

   5,685,788       6,980,222        1,088,257       3,722,935      159,162           (2,080,637)          3,874,112        3,273,009

   5,860,182       9,283,092        1,131,663       4,198,801      507,761           (2,079,252)          3,904,919        3,274,461

$  5,797,035    $  9,124,280    $   1,202,578    $  4,196,094   $  4,340,035      $  (2,139,518)   $      4,201,463       $3,447,020


<FN>


The  accompanying  notes are an integral part of the financial  statements a For
the period May 5, 1997  (commencement of operations) to September 30, 1997 b For
the period July 9, 1997 (commencement of operations) to September 30, 1997 c For
the period July 1, 1997 (commencement of operations) to September 30, 1997 d For
the period February 24, 1997  (commencement of operations) to September 30, 1997
e For the period May 9, 1997  (commencement of operations) to September 30, 1997
f For the period February 19, 1997 (commencement of operations) to September 30,
1997 g For the period July 9, 1997 (commencement of operations) to September 30,
1997 h For the period May 9, 1997  (commencement of operations) to September 30,
1997 i For the period February 7, 1997 (commencement of operations) to September
30, 1997 j For the period  February 25, 1997  (commencement  of  operations)  to
September  30,  1997  k For  the  period  February  18,  1997  (commencement  of
operations)  to  September  30,  1997  l  For  the  period   February  20,  1997
(commencement of operations) to September 30, 1997



An Explanation of the Statements of Operations

This financial statement provides details of the Fund's income,  expenses, gains
and losses on securities  and currency  transactions  (if any) and the change in
appreciation or depreciation of portfolio holdings.

The first section, "Investment Income", reports the dividends earned from stocks
and interest earned from interest-bearing securities held by the Fund.

The next section reports the expenses incurred by the Funds,  including advisory
fees,  transfer agent fees,  custodial fees, fund accounting  fees,  legal fees,
audit fees, administration fees, trustee fees and expenses, printing and postage
for mailing statements, financial reports, and prospectuses to shareholders.

The last  section  lists  the  increase  and  decrease  in the  market  value of
securities held in the Fund's portfolios.  A realized gain (or loss) occurs when
a Fund  sells a  security  held in the  portfolio.  Unrealized  gain  (or  loss)
represents  represents the change in the market value of the securities  held in
the portfolio, either appreciation or depreciation.  The net result of all these
sections is the net increase (decrease) in net assets resulting from operations.
statements of changes in net assets
</FN>
</TABLE>
<TABLE>

For the fiscal period ended September 30, 1997
<S>                                             <C>            <C>               <C>            <C>

                                                 ICON Basic     ICON Consumer     ICON Financial ICON Healthcare
                                                 Materials Funda   Cyclicals Fundb   Services Fundc Fundd
Operations:
Net investment income/(loss)                     $  (43,832)    $  (29,486)       $  8,720      $  (282,337)
Net realized gain/(loss) from
investment transactions                              953,349        -                 -             3,110,315
Net realized gain/(loss) from
foreign currency transactions                        -              -                 -             -
Unrealized gain/(loss) from foreign
currency translations                                    -              -                 -             -
Change in unrealized net appreciation/
(depreciation) of investments                        3,063,521      1,841,950         1,670,218     8,734,610
Net increase/(decrease) in net assets
resulting from operations                            3,973,038      1,812,464         1,678,938     11,562,588
Dividends and Distributions to Shareholders from:
Net investment income                                   -              -                 -             -
Net decrease from dividends and distributions           -              -                 -             -
Fund Share Transactions:
Shares sold                                          53,268,925     19,949,294        31,979,831    83,783,679
Reinvested dividends and distributions               -              -                 -             -
Shares repurchased                                   (6,991,306)    (845,954)         (1,421,724)   (18,039,421)
Net increase from fund share transactions            46,277,619     19,103,340        30,558,107    65,744,258
Total Net increase in Net Assets                    50,250,657     20,915,804         32,237,045    77,306,846
Net Assets:
Beginning of Period                                     -              -                 -             -
End of Period                                    $  50,250,657  $  20,915,804     $  32,237,045 $  77,306,846
Net Assets consist of:
Paid in capital                                  $  46,277,619  $  19,073,854     $  30,558,107 $  65,744,258
Accumulated undistributed net
investment income/(loss)                             0              0                8,720          0
Accumulated undistributed net realized
gain/(loss) from investments                         909,517        -                 -             2,827,978
Accumulated net realized gain/(loss)
from foreign currency transactions                   -              -                 -             -
Unrealized gain/(loss) from foreign
currency translations                                -              -                 -             -
Unrealized appreciation/(depreciation)
of investments                                       3,063,521      1,841,950         1,670,218     8,734,610
Net Assets                                       $   50,250,657 $   20,915,804    $  32,237,045 $   77,306,846
Transactions in Fund Shares:
Shares sold                                          5,335,071      1,988,381         3,207,358     8,224,065
Reinvested dividends and distributions               -              -                 -             -
Shares repurchased                                   (725,826)      (79,675)          (138,763)     (1,659,485)
Net increase/(decrease)                              4,609,245      1,908,706         3,068,595     6,564,580
Shares outstanding beginning of period               -              -                 -             -
Shares outstanding end of period                     4,609,245      1,908,706         3,068,595     6,564,580
Purchases and Sales of Investment Securities:
(excluding Short-Term Securities)
Purchase of securities                           $   56,209,755 $   18,387,007    $   30,280,032   $       103,462,081
Proceeds from sales of securities                    14,538,600     -                 -             40,116,738
Purchases of long-term
U.S. government securities                           -              -                 -             -
Proceeds from sales of long-term
U.S. government securities                           -              -                 -             -

</TABLE>

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


   ICON Leisure    ICON Technology  ICON Telecomm & ICON Transpor- ICON Short-Term   ICON Asia  ICON N. Europe     ICON S. Europe
   Funde           FundF            Utilities Fundg tation FundhFixed Income Fundi   Region Fundj  Region Fundk    Region Fundl

$  (63,147)        $  (158,812)     $ 70,915     $  (2,707)     $  3,832,274      $  (60,266)   $  296,544         $  172,559

    174,394         2,302,870          43,406        475,866        348,599          3,905         139,116            (2,426)

    -                  -               -             -              -                5,182         (105,148)          5,843

    -                  -               -             -              -                (7,702)       (3,161)            (1,965)

    5,685,788          6,980,222       1,088,257     3,722,935      159,162          (2,080,637)                   3,874,112
    3,273,009

   5,797,035           9,124,280       1,202,578    4,196,094       4,340,035        (2,139,518)                   4,201,463
   3,447,020

    -                  -               -             -              (3,832,274)       -             -                 -
       -               -               -             -              (3,832,274)       -             -                  -

    64,256,980         39,084,848      19,991,740                19,745,008           421,179,461                  64,894,833
    50,603,747         20,262,386
    -                  -               -             -              3,832,274         -             -                  -
    (3,445,684)        (6,360,607)     (772,226)     (1,409,797)    (344,137,564)    (4,476,494)                   (4,858,545)
(2,621,659)
    60,811,296         32,724,241      19,219,514                  18,335,211           80,874,171                   60,418,339
45,745,202            17,640,727
   66,608,331         41,848,521      20,442,092    22,531,305     81,381,932        58,278,821    49,946,665         21,087,747

    -                  -               -             -              -                 -             -                  -
$     66,608,331   $  41,848,521    $ 20,442,092 $  22,531,305  $  81,381,932     $  58,278,821 $  49,946,665      $  21,087,747

$  60,811,296      $  32,724,241    $ 19,219,514 $  18,335,211  $  80,874,171     $  60,367,161 $  45,745,202      $  17,640,727

    0               0               70,915          (2,707)         -                0             188,849            188,199

    111,247            2,144,058       43,406        475,866        348,599          (5,183)       246,811            (18,066)

    -                  -               -             -              -                5,182         (105,148)           5,843

    -                  -               -             -              -                (7,702)       (3,161)            (1,965)

    5,685,788          6,980,222       1,088,257     3,722,935      159,162          (2,080,637)                   3,874,112
    3,273,009
$   66,608,331     $   41,848,521   $  20,422,092   $            22,531,305       $   81,381,932   $               58,278,821      
49,946,665         $  21,087,747

    6,189,450          3,786,744       1,997,744    1,943,015       42,129,480       6,291,111     4,976,379          2,017,133
    -                  -               -             -              382,921           -             -                  -
    (320,285)          (557,889)       (75,598)      (125,268)      (34,395,478)     (427,595)     (459,716)          (245,383)
    5,869,165          3,228,855       1,922,146    1,817,747       8,116,923        5,863,516     4,516,663          1,771,750
    -                  -               -             -              -                 -             -                  -
    5,869,165          3,228,855       1,922,146    1,817,747       8,116,923        5,863,516     4,516,663          1,771,750


$   60,548,827         43,501,845   $  18,788,936   $            21,171,745           -         $  57,365,313      $  48,595,889   
20,714,592
    1,177,134          12,029,143      476,790       3,018,727      -                 -            4,951,697          1,124,737

    -               -                -            - $            145,207,871          -             -                  -

    -               -                -            -              130,393,164          -             -                  -
<FN>





The accompanying notes are an integral part of the financial statements

a-l legend are at the bottom of page 54.



An Explanation of the Statements of Changes in Net Assets
This statement  reports the increase or decrease in the Fund's net assets during
the  reporting  period.  Changes in the Fund's net assets can be  attributed  to
investment operations (The Statement of Operations),  dividends or distributions
to Fund shareholders,  and purchases and sales of Fund shares. This schedule may
be used by  shareholders  to  determine  if the  Fund's  growth  was a result of
operations or an increase in the number of Fund shares being purchased.

The first  section is a summary of the  Statement of  Operations  discussed on a
previous page.

The next  section  summarizes  the  change  due to  capital  gain  and  dividend
distributions to Fund shareholders. If Fund shareholders receive their dividends
and  distributions  in cash, money is taken out of the Fund to make the payment.
If Fund shareholders reinvest their dividends and distributions,  the Fund's net
assets will not be affected.

The net increase (decrease) in net assets from Fund share transactions  includes
the  increase  due to purchase of Fund  shares,  the decrease due to Fund shares
redeemed  from   shareholders,   and  the  reinvestment  of  Fund  dividend  and
distributions.

The final section "Net Assets consist of " itemizes the components of the Fund's
net assets.  Since funds usually distribute  substantially all earnings so as to
not incur a Fund level  income tax, a  significant  portion of the net assets is
shareholder capital.


</FN>
</TABLE>


financial highlights
<TABLE>

For a share outstanding through the period ended September 30, 1997
<S>                                            <C>             <C>               <C>            <C>     

                                                 ICON Basic     ICON Consumer     ICON FinancialICON Healthcare
                                                 Materials FundaCyclicals Fundb   Services FundcFundd
Net asset value, beginning of period             $  10.00       $  10.00          $  10.00      $  10.00
Income from investment operations
Net investment income                               (0.01)         (0.01)            0.01          (0.04)
Net gains or (losses ) on securities
(both realized and unrealized)                      0.91           0.97              0.50          1.82
Total from investment operations                    0.90           0.96              0.51          1.78
Less dividends and distributions
Dividends (from net investment income)              -              -                 -             -
Total distributions                                 -              -                 -             -
Net asset value, end of period                   $  10.90       $  10.96          $  10.51      $  11.78
Total Return                                        9.00%          9.60%             5.10%         17.80%
Net assets, end of period (in thousands)         $  50,251      $  20,916         $  32,237     $  77,307
Average net assets for the period
(in thousands)                                   $  45,001      $  19,876         $  29,803     $  59,164
Ratio of expenses to average net assets*            1.45%          1.89%             1.70%         1.45%
Ratio of net investment income to
average net assets*                                (0.24)%        (0.67)%             0.12%         (0.80%)
Portfolio turnover rate                             32.35%         0.00%             0.00%         71.81%
Average commission rate per share                $  0.0505      $  0.0308         $  0.0418     $  0.0490

</TABLE>


<TABLE>
<S>              <C>            <C>            <C>             <C>               <C>           <C>                 <C>
   ICON Leisure   ICON TechnologyICON Telecomm & ICON Transpor- ICON Short-Term   ICON Asia     ICON N. Europe     ICON S. Europe
   Funde          Fundf          Utilities Fundg tation Fundh   Fixed Income Fundi   Region Fundj  Region Fundk    Region Fundl
$     10.00       $  10.00       $   10.00       $  10.00       $  10.00          $  10.00      $  10.00           $  10.00

      (0.01)         (0.05)          0.06           0.00           0.47              (0.01)        0.07               0.10

      1.36           3.01            0.57           2.40           0.03              (0.05)        0.99               1.80
      1.35           2.96            0.63           2.40           0.50              (0.06)        1.06               1.90

      -               -               -              -            (0.47)              -             -                  -
      -               -               -              -            (0.47)              -             -                  -
$     11.35       $  12.96       $   10.63       $  12.40       $  10.03          $  9.94       $  11.06           $  11.90
      13.50%         29.60%          6.30%          24.00%         3.18%             (0.60%)    $  10.60%          $  19.00%
$     66,608      $  41,849      $   20,422      $  22,531      $  81,382         $  58,279     $  49,947          $  21,088

$     45,444      $  29,766      $   19,230      $  19,459      $  128,897        $  45,191     $  36,212          $  15,055
      1.48%          1.47%           1.91%          1.61%          1.10%             1.66%         1.66%              1.69%

      (0.36%)        (0.88%)         1.62%          (0.04%)        4.66%             (0.23%)       1.34%              1.92%
      2.52%          44.57%          2.55%          15.97%         297.62%           0.00%         13.89%             7.29%
$     0.0457      $  0.0489      $   0.0313      $  0.0489      $  0.000            $  0.0109     $  0.1169          $  0.0109

<FN>


The  accompanying  notes are an integral part of the financial  statements 
a For the period May 5, 1997  (commencement of operations) to September 30, 1997
b For the period July 9, 1997 (commencement of operations) to September 30, 1997
c For the period July 1, 1997 (commencement of operations) to September 30, 1997 
d For the period February 24, 1997  (commencement of operations) to September 30, 1997
e For the period May 9, 1997  (commencement of operations) to September 30, 1997
f For the period February 19, 1997 (commencement of operations) to September 30,1997
g For the period July 9, 1997 (commencement of operations) to September 30,1997 
h For the period May 9, 1997  (commencement of operations) to September 30,1997 
i For the period February 7, 1997 (commencement of operations) to September 30, 1997
j For the period  February 25, 1997  (commencement  of  operations) to September  30,  1997  
k For  the  period  February  18,  1997  (commencement  of operations)  to  September  30,  1997  
l  For  the  period   February  20,  1997 (commencement of operations) to September 30, 1997

* Annualized

An Explanation of the Financial Highlights
This  schedule  provides an analysis of the items that  affected  the Fund's net
asset value,  on a per share  basis.  Since this is the first year for the Funds
there is no past year  information.  This  schedule  provides the total  return,
distributions, assets in the Fund, expense ratios and portfolio turnover.

The first line is the  beginning  of period net asset  value per share (NAV) and
the components of the current fiscal period's activity is shown in sections that
follow.  The  increase or  (decrease)  due to  investment  operations  is first,
followed by gains or (losses), either realized or unrealized, then dividends and
distributions  are  subtracted  to arrive at the NAV per share at the end of the
fiscal period.

Also included in this schedule are the Fund's expense  ratios,  or percentage of
net assets that was used to cover the operating  expenses of the Fund during the
period.  This is determined by dividing the total expenses  incurred by the Fund
by the average net assets in the Fund during the year.

The next item on the schedule is the ratio of net  investment  income,  which is
the net  investment  income  earned from  investment  operations  divided by the
average net assets of the Funds during the reporting period.

The next item is the portfolio  turnover rate,  which is a measure of the amount
of buying and selling activity in the Fund's portfolio. The turnover is affected
by many things including,  market  conditions,  changes in the size of the Fund,
the  types  of Fund  investments,  and the  investment  style  of the  portfolio
manager.  A 100% rate  implies  that an amount  equal to the value of the entire
portfolio is turned over during the reporting  period,  a 50% rate means that an
amount equal to the value of half the  portfolio is traded  during the reporting
period.

The last item is the average  commission rate per share.  This number is arrived
at by taking  the  agency  commissions  paid on  equity  securities  trades  and
dividing  by the  number of shares  purchased.  Due to the  method of paying for
securities  (percentage  points on principal) in certain  foreign  markets,  the
average  commission  rate per  share  may not be as  useful a  measure  in those
markets.

</FN>
</TABLE>



notes to financial statements

September 30, 1997

1. Organization and Significant Accounting Policies.

The ICON Basic Materials Fund (Basic  Materials Fund),  ICON Consumer  Cyclicals
Fund (Consumer  Cyclicals),  ICON Financial Services Fund,  (Financial  Services
Fund) ICON Healthcare Fund (Healthcare  Fund), ICON Leisure Fund (Leisure Fund),
ICON Technology Fund (Technology Fund), ICON  Telecommunication & Utilities Fund
(Telecommunication and Utilities Fund), ICON Transportation Fund (Transportation
Fund) - (collectively,  the Domestic  Funds),  and ICON North Europe Region Fund
(North Europe Fund),  ICON South Europe Region Fund (South Europe Fund) and ICON
Asia Region Fund (Asia Fund) -- (collectively, the International Funds) and ICON
Short-Term  Fixed  Income Fund  (Short-Term  Fixed Income Fund) are series funds
(collectively,  the  Funds)  which are part of the ICON  Funds  (the  Trust),  a
Massachusetts  business trust,  which is registered under the Investment Company
Act of  1940,  as  amended  (the  1940  Act),  as an  open-end,  non-diversified
management  investment company. The Trust has sixteen funds (of which eleven are
currently in operations) which invest primarily in securities of companies whose
principal business  activities fall within specific  industries or regions,  and
one short-term  fixed income fund which invests in short-term U.S.  Treasury and
U.S.  Government  Agency  instruments.  Each  fund is  authorized  to  issue  an
unlimited number of no par shares. The investment  objective of the domestic and
international  equity funds is to provide  long-term capital  appreciation.  The
investment  objective  of the  Short-Term  Fixed  Income  Fund is to attain high
current income consistent with preservation of capital.

The  following  is a summary of  significant  accounting  policies  consistently
followed by the Funds in the  preparation  of their  financial  statements.  The
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting   principles  requires  management  to  make  certain  estimates  and
assumptions  that  affect  the  reported  amounts  of  assets  and  liabilities,
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements, and the reported amounts of income and expenses during the reporting
period. Actual results could differ from these estimates.

Investment Valuation.

Equity  securities for which quotations are readily  available are valued at the
last sale price, or if no sale price, at the closing bid price.  Debt securities
for which  quotations are readily  available are valued by a pricing  service at
their  market  values as  determined  by their  most  recent  bid  prices in the
principal  market (the principal  market is an exchange in which such securities
are normally traded).  Securities  (including  restricted  securities) for which
market  quotations  are not readily  available are valued at their fair value as
determined in good faith under consistently applied procedures under the general
supervision of the Board of Trustees.  Short-term  securities  including  demand
notes with remaining  maturities of sixty days or less for which  quotations are
not readily available are valued at amortized cost or original cost plus accrued
interest, both of which approximate market value.

Repurchase Agreements.

Repurchase  agreements  held  by the  Fund  are  fully  collateralized  by  U.S.
Government  securities  and such  collateral is in the  possession of the Fund's
custodian.  The collateral is evaluated daily to ensure its market value exceeds
the  current  market  value  of  the  repurchase  agreements  including  accrued
interest. In the event of default on the obligation to repurchase,  the Fund has
the right to liquidate the collateral and apply the proceeds in  satisfaction of
the obligation.  In the event of default or bankruptcy by the other party to the
agreement,  realization  and/or  retention of the  collateral or proceeds may be
subject to legal proceedings.

Foreign Currency Translation.

     The  accounting  records  of the  Funds  are  maintained  in U.S.  dollars.
Investment securities and other assets and liabilities  denominated in a foreign
currency are translated into U.S. dollars at the prevailing rates of exchange at
period  end.  Income  and  expenses  are  translated  into U.S.  dollars  at the
prevailing exchange rate on the respective dates of the transactions.  Purchases
and sales of securities  are  translated  into U.S.  dollars at the  contractual
currency exchange rates established at the time of each trade.

Net  realized  gains  and  losses on  foreign  currency  transactions  represent
disposition of foreign currencies,  and the difference between the amount of net
investment income accrued and the U.S. dollar amount actually received.

Income Taxes.

The Funds intend to qualify as regulated investment companies under Subchapter M
of the Internal Revenue Code and, accordingly,  the Funds will not be subject to
federal and state income taxes,  or federal excise taxes to the extent that they
intend  to  make  sufficient  distributions  of net  investment  income  and net
realized capital gain.

Dividends  received by  shareholders of the Funds which are derived from foreign
source  income and  foreign  taxes paid by the Funds are to be  treated,  to the
extent  allowable under the Code, as if received and paid by the shareholders of
the Funds.

Dividends paid by the Funds from net investment  income and distributions of net
realized  short-term  gains are for  federal  income  tax  purposes,  taxable as
ordinary income to shareholders.

Dividends and  distributions  to shareholders are recorded by the Fund on the ex
dividend/distribution  date. The Fund distributes net realized capital gains, if
any,  to its  shareholders  at least  annually,  if not offset by  capital  loss
carryovers.  Income  distributions and capital gain distributions are determined
in  accordance  with  income tax  regulations  which may differ  from  generally
accepted accounting principles. These differences are primarily due to differing
treatments for foreign currency  transactions and net operating losses.  For the
year ended September 30, 1997, the effects of such  differences are shown on the
next page under the statement ICON Funds, ROCSOP Disclosure.

Investment Income.

Dividend income is recorded on the ex-dividend date. Non-cash dividends included
in  dividend  income,  if any,  are  recorded  at the fair  market  value of the
securities received. Interest income is accrued as earned.

Expenses.

Most expenses of the Funds can be directly  attributed  to each  specific  fund.
Expenses which cannot be directly  attributed are apportioned  between all funds
in the Trust.

Deferred Organizational Costs.

Meridian  Investment  Management  Corporation  (MIMCO) and AmeriPrime  Financial
Services,  Inc.  (AmeriPrime) paid all organizational  expenses on behalf of the
Funds.  These costs will be reimbursed and are being  amortized over five years.
The  amortization  starts  once the  Funds  have  assets  and  begin  investment
operations.

Investment Transactions.

Security  transactions  are accounted for as of trade date.  Gains and losses on
securities sold are determined on the basis of identified cost.

The Funds may have elements of risk due to concentrated  investments in specific
industries  or  in  foreign  issuers  located  in  a  specific   country.   Such
concentrations  may subject the Funds to additional  risks resulting from future
political or economic conditions and/or possible  impositions of adverse foreign
governmental laws or currency exchange restrictions.

2. Fees and Other Transactions with Affiliates.

Investment Advisory Fees

Domestic and International Funds
As the Funds' investment advisor,  MIMCO receives a monthly fee that is computed
daily at an  annual  rate of  1.00% of the  Domestic  and  International  Funds'
average net assets.




Short-Term Fixed Income Fund

As the fund's investment advisor,  MIMCO receives a monthly fee that is computed
daily at an annual rate of .65% of the fund's average net assets.  MIMCO, in its
capacity as advisor to the Fund, has entered into a sub-advisory  agreement with
Wellington  Management Company, LLP (Wellington) to assist in advising the Fund.
MIMCO will pay Wellington a fee based upon an annual rate of 0.20% of the fund's
first $250 million of average  daily net assets,  0.15% on the next $250 million
of average  daily net assets  and 0.125% on average  daily net assets  over $500
million. The agreement requires a minimum annual fee of $100,000.




Transfer Agent, Custody and Accounting Fees.

Firstar Trust Company  (Firstar)  provides  custodial  services,  transfer agent
services  and fund  accounting  for the Funds.  The Funds pay a fee at an annual
rate of 0.15% on the Trust's first $500 million average daily net assets,  0.13%
on the next $500 million of average  daily net assets,  and 0.12% on the balance
of average daily net assets. The Funds also pay for various out-of- pocket costs
incurred by Firstar  that are  estimated  to be 0.02% of the  average  daily net
assets.

The International Funds have also entered into an agreement with Chase Manhattan
Bank  (Chase)  to provide  international  custodial  services.  The Funds pay an
annual  rate of 0.12% of average  daily net assets  plus an  estimated  0.02% of
average daily net assets for out-of-pocket costs incurred by Chase.

Administrative Services

The  Funds  have  entered  into  an  administrative   services   agreement  with
AmeriPrime.  This  agreement  provides for an annual fee of 0.05% on the Trust's
first $500  million of average  daily net assets and 0.04% on average  daily net
assets in excess of $500 million.

Related parties

Certain  officers and  directors of MIMCO are also  officers and trustees of the
Funds.

3. Federal Income Tax.

Net  investment  income   distributions  and  capital  gain   distributions  are
determined  in  accordance  with  income tax  regulations  which may differ from
generally accepted accounting principles. These differences are due to differing
treatments  for  items  such  as  deferral  of  wash  sales,   foreign  currency
transactions, net operating losses and capital loss carryforwards. The aggregate
cost  of  investments  and  the  composition  of  unrealized   appreciation  and
depreciation  of  investment  securities  for federal  income tax purposes as of
September 30, 1997, are as follows:
<TABLE>
<S>                               <C>                    <C>                 <C>                       <C>    



Fund                               Federal Tax Cost       Unrealized          Unrealized                 Net Appreciation
                                      Appreciation        (Depreciation)      (Depreciation)
ICON Basic Materials Fund          $  47,244,957          $  3,613,270            ($550,082)             $  3,063,189
ICON Consumer Cyclicals Fund       $  19,101,008          $  2,344,137            ($502,187)             $  1,841,950
ICON Financial Services Fund       $  30,573,421          $  2,346,415            ($676,197)             $  1,670,218
ICON Healthcare Fund               $  67,699,846          $  10,155,082           ($1,758,345)           $  8,395,737
ICON Leisure Fund                  $  60,929,769          $  7,290,494            ($1,604,703)           $  5,685,791
ICON Technology Fund               $  34,937,661          $  8,158,461            ($1,178,245)           $  6,980,222
ICON Telecommunication and
Utilities Fund                     $  19,333,241          $  1,322,451            ($234,194)             $  1,008,257
ICON Transportation Fund           $  18,833,113          $  3,896,743            ($173,808)             $  3,722,935
ICON Short-Term
Fixed Income Fund                  $  80,680,752          $  159,162          $   0                      $  159,162
ICON Asia Region Fund              $  60,200,287          $  4,139,593            ($6,226,066)           $  (2,086,473)
ICON North Europe Region Fund      $  46,274,311          $  4,913,068            ($1,115,901)           $  3,797,167
ICON South Europe Region Fund      $   18,057,182         $  3,163,021            ($203,917)             $  2,959,104
</TABLE>

4. Cost and Value of Foreign Currency Positions.
The table below  summarizes  the  International  Fund's  investments  in foreign
currencies:
<TABLE>
<S>                                                                          <C>                        <C>  

ICON Asia Region Fund                                                         Cost                       Value
Japanese Yen                                                                  $   38,275                 $  36,283
Malaysian Ringgit                                                                 9,744                     7,768
Singapore Dollars                                                                 32,630                    30,762
Total                                                                         $   80,649                 $  74,813

ICON North Europe Region Fund                                                 Cost                       Value
Deutsche Marks                                                                $   102,967                $  100,786

ICON South Europe Region Fund                                                 Cost                       Value
Austrian Schilling                                                            $   17,459                 $  17,154
French Francs                                                                     3,539                     3,523
Italian Lira                                                                      111,273                   109,873
Total                                                                         $   132,271                $  130,550
</TABLE>
<TABLE>
<S>                                                      <C>                <C>                         <C>
ICON Funds, ROCSOP Disclosure
Fund                                                      Accumulated         Accumulated
                                                          Undistributed       Undistributed Net
                                                          Net Investment      Realized Gain on           Paid-in
                                                          Income              Investment Securities      Capital
Basic Materials                                           $  43,832           $   (43,832)               $  -
Consumer Cyclicals                                           29,486               -                         (29,486)
Healthcare                                                   282,337              (282,337)                 -
Leisure                                                      63,148               (63,148)                  -
Technology                                                   158,812              (158,812)                 -
South Europe                                                 15,640               (15,640)                  -
Asia                                                         60,266               (9,088)                   (51,178)
North Europe                                                 (107,695)            107,695                   -



</TABLE>






















report of independent accountants

To the Shareholders & Board of Trustees of  ICON Funds

To the Shareholders & Board of Trustees of Icon Funds

In our opinion, the accompanying statements of assets and liabilities, including
the schedules of  investments,  and the related  statements of operations and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material respects, the financial position of each of the portfolios constituting
ICON Funds (the  "Funds") at September  30,  1997,  the results of each of their
operations for each of the periods  indicated,  the changes in each of their net
assets for each of the periods  indicated and the financial  highlights for each
of the periods  indicated,  in conformity  with  generally  accepted  accounting
principles.  These  financial  statements  and financial  highlights  (hereafter
referred to as  "financial  statements")  are the  responsibility  of the Funds'
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our  audits.  We  conducted  our audits of these  financial
statements in accordance  with  generally  accepted  auditing  standards,  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation  of  securities at September  30, 1997 by  correspondence  with the
custodian and brokers and the  application  of alternative  auditing  procedures
where securities purchased had not been received, provide a reasonable basis for
the opinion expressed above.

Price Waterhouse LLP


[GRAPHIC OMITTED]



Denver, Colorado
November 18, 1997


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