MEMBERS MUTUAL FUNDS, N-30D, 1998-06-25

MEMBERS MUTUAL FUNDS
N-30D, 1998-06-25

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Table of Contents
Page
Letter to Shareholders 2

Fund Performance Reviews
Bond Fund 4
Balanced Fund 5
High Income Fund 6
Growth and Income Fund 7
Capital Appreciation Fund 8
International Stock Fund 9

Family of Investments 10

Portfolios of Investments
Cash Reserves Fund 12
Bond Fund 13
Balanced Fund 14
High Income Fund 17
Growth and Income Fund 21
Capital Appreciation Fund 23
International Stock Fund 25

Financial Statements
Statements of Assets & Liabilities 30
Statements of Operations 32
Statements of Changes in Net Assets 34
Financial Highlights 36

Notes to Financial Statements 43

Letter to Shareholders

Dear Shareholder,

Welcome to the MEMBERS Mutual Funds family of shareholders!

This inaugural issue of MEMBERS Mutual Funds' shareholder reports covers the
period from commencement of operations on December 29, 1997, through April 30,
1998. The Funds' fiscal year begins November 1 and ends October 31, so its
annual report covering the twelve month period ended each October 31 will be
issued in December of each year, and its semiannual report covering the six
month period ended each April 30 will be issued in June of each year.

Although this first report covers an abbreviated period of just over four
months, we are pleased to be able to report returns which, in many cases, are in
excess of what one should normally expect for a twelve month period. The
domestic and international stock funds produced returns on Class A shares
ranging from nearly 16% to over 20% for this one-third of a year period. MEMBERS
Balanced Funds return exceeded 9%. Only the Bond Fund return (1.35%, or about
4.1% annualized) and Cash Reserves Fund return (1.66%, or about 5.1% annualized)
were about in line with long-term historical norms.

Besides benefiting from the extremely favorable market environment during these
first few months of the Funds' existence (for example, both the popular Dow
Jones Industrial Average of U. S. stocks and the Morgan Stanley EAFE index of
International stocks advanced some 16% during this period), the Funds' returns
reflect some unique portfolio management strategies employed during this
start-up phase. The initial small size of the funds provides some advantages in
the form of flexibility and the ability to focus each fund on the currently most
attractive issues, but it also presents challenges in quickly building
effective, diversified portfolios and keeping transaction costs down. Here are a
couple of the ways we met these challenges:

In the stock Funds, the initial seed money was put to work in a broad list of
our favorite issues, then as new cash came in, market exposure was obtained
through the purchase of S&P 500 futures contracts until enough investable funds
were available to purchase another cross section of the portfolio holdings.

In the bond Funds, immediate, efficient market exposure was obtained by
purchasing highly liquid, low transaction cost U. S. Treasury securities with
intermediate maturities. These were then gradually liquidated as potentially
better performing bonds became available for purchase over the ensuing weeks.

These strategies illustrate our commitment to delivering returns, and risk
profiles, in line with each Fund's objectives as described in the prospectus and
other materials. They also illustrate our commitment to providing good value to
investors. Both of these are elements of the "credit union difference" that
makes MEMBERS Mutual Funds somewhat unique in the world of mutual funds and, we
believe, very effective in helping investors succeed with their lifetime
investing programs.

The graphs, commentary and tables on the following pages present a more detailed
look at each Fund's performance and how it was achieved. I especially encourage
all shareholders to read the Fund Performance Reviews from our portfolio
management teams. These describe the investment strategies employed and some of
the specific investments owned in the funds during the period covered by the
report. By following these discussions and tracking the funds' returns over a
period of years, shareholders will gain a solid understanding of what each fund
seeks to provide, how we pursue its goals and how it "behaves" in various market
environments. If you are working with a personal financial management
professional, this kind of understanding of the nature of each fund was matched
with your particular situation and goals in selecting your particular mutual
fund or portfolio of funds. If you don't have the benefit of this kind of
guidance, it is incumbent upon you to develop this level of understanding. No
one can ever know exactly what the future holds, but developing reasonable
expectations for the various forms of investments and matching them to your
personal goals and tolerance for risk is the cornerstone of successful
investing.

Looking ahead, with the U. S. stock market at record highs and bond yields near
their 30-year lows, it can be extremely difficult for investors to maintain the
discipline necessary to succeed with an investment program. Long-term investors,
who should be maintaining their exposure to the higher returning investment
categories like common stocks, are tempted to take their gains and seek the
"safety" of insured accounts. And short-term investors, who will be needing to
spend their investment dollars within a few years, are tempted by the ever
rising stock market; can they catch the last leg of this advance and earn a
quick double digit return before returning to the security (and low yields) of
their safer investments?

We see many strong justifications for todays "high" stock prices and "low" bond
yields. The world has never been more conducive to economic growth, and the U.S.
economy has never been more capable of capitalizing upon this favorable
environment. We also see some threats to this perfect picture. Most are, as yet,
outside of our borders (Japans lingering malaise, the spreading ills of
"Emerging Asia" and the India/Pakistan nuclear face-off, to name just a few).
But we could also see our own Federal Reserve reining in the economy by raising
interest rates in the name of preempting inflation. The Fed has even mentioned
"asset inflation" -- rising stock, bond and real estate prices -- as one of its
areas of concern.

Still, we really dont expect the next decade to contain any more economic or
political challenges than we saw in each of the last several decades, or any
fewer. We will continue to experience crises, and we will continue to find ways
to not only survive them, but to thrive once we are through them. As such, it is
imperative that short-term investors stay on the sidelines and long-term
investors remain in the game. It is unreasonable to expect investment success
any other way, yet it is very reasonable to expect a great deal of investment
success if you employ the proven investment principles described in the MEMBERS
Mutual Funds brochures and guides with energy, discipline and an eye on your
personal investment time horizon.

We at CIMCO and throughout the CUNA Mutual Group are honored to be your partner
in this pursuit of your investment success and ultimate financial security.

Sincerely,

/s/ Lawrence R. Halverson

Lawrence R. Halverson, CFA
President

Bond Fund Performance Review

The bond market has traded in a relatively narrow range since the Fund's
December 29, 1997 commencement of operations. It rallied modestly early in the
year only to give back most of the gains by the end of April. Intermediate-term
Treasury bond yields ranged between 5.4% and 5.7%, ending the period about where
they began at 5.6%. As a result, bond investors earned the coupon over the first
four months of 1998 as bond prices remained roughly unchanged. The yield curve,
which relates yields on bonds with their years to maturity, remained quite flat
- -- the yield difference between two-year and ten-year bonds was only 0.1%.

The economy posted an impressive 4.2% gain in real GDP during the first quarter
which was well above the Federal Reserve's expectations. However, with the rate
of inflation remaining near 1%, a 30-year low, and growing weakness in the Asian
economies, it would appear that the Fed will leave short-term rates unchanged
for at least a while longer. But, worries about "asset inflation" in the stock
and real estate markets and continued tight labor markets could result in some
tightening later in the year as the Fed remains vigilant against an increase in
inflation.

The Fund provided Class A shareholders with a 1.35% return since its
commencement of operations. This compares to a 2.26% return posted by the Lehman
Brothers Intermediate Government/Corporate Index, and a 1.94% return reported by
Lipper Analytical Services for its index of Short Term Investment Grade Bond
mutual funds. The Bond Fund's return was modestly below the index due to fund
expenses of about 0.30%, an above-normal average balance of lower yielding
short- term investments pending more permanent investments and normal
transaction costs.

At this place, the shareholder report contains a pie chart showing Bond Fund
Diversification of the following: Finance 17%, Brokerage Services 10%, Energy
8%, Technology 6%, Consumer Products 6%, U.S. Treasury Note 8%, Certificate of
Deposit 10%, Utilities 8%, and Other Investments & Net Other Assets 25%.

As the accompanying chart shows, the Funds 23 holdings as of April 30, 1998 are
well diversified across sectors, with corporate issues comprising nearly three
quarters of net assets. The foreign category -- about 4% of net assets --
represents an investment in Mexican Government bonds which we view as an
improving credit that provides an attractive yield. Very safe and highly liquid
U. S. government securities and deposits constitute the remainder of net assets.
The portfolio of bonds currently has a six year average maturity and provides a
6.7% yield before expenses. Going forward, we expect to add mortgage-backed and
asset-backed securities to the portfolio as core sector holdings. We like the
high quality, generous yield spreads and diversification benefits of this
additional asset class.

MEMBERS Bond Fund's investments will be focused in issues having
intermediate-term maturities, usually resulting in a portfolio duration of from
three to five years. We expect to own 30 to 40 primary individual bond issues,
to provide the benefits of diversification yet not dilute either the fund's
performance or the management team's ability to effectively monitor and manage
the portfolio. The team employs a disciplined, contrarian-oriented investment
selection process designed to identify attractive pricing in the bond markets.
Securities selection is the core of our management efforts; neither large market
timing moves based on interest rate predictions nor heavy reliance on high
yielding but volatile "junk" bonds will be employed. We believe MEMBERS Bond
Fund's investment approach will make it an important source of predictable
income and price stability for many shareholders' diversified investment
portfolios.

At this place, the shareholder report shows a graphic representation of how the
Class A and Class B Shares of the Bond Fund compared to several indexes. $10,000
invested on the inception date of December 29, 1997 would have the following
value as of April 30 ,1998.

Class A Shares....................................................... $10,135
Class B Shares....................................................... $10,116
Lehman Brothers Intermediate Government/Corporate Bond Index......... $10,226
Lipper Intermediate Fund Index....................................... $10,194

This chart compares a $10,000 investment made in the Fund on its inception date
to a $10,000 investment made in the index on that date. All dividends and
capital gains are reinvested. Further information relating to the Fund's
performance, including expense reimbursements, is contained in the Prospectus
and elsewhere in this report. Past performance is not indicative of future
performance. Indices are unmanaged and investors cannot invest in them.

Balanced Fund Performance Review

The U. S. stock market continued to advance strongly from the Funds' December
29, 1997 commencement of operations through the first four months of 1998.
Popular market indexes showed advances ranging from 15.93% for the Standard &
Poor's 400, an index of stocks of middle-sized companies (in terms of the market
value of their outstanding shares of stock) to 17.17% for the Standard & Poor's
500, a large-capitalization company index. The bond market was more reserved, as
represented by the Lehman Brothers Intermediate Government/Corporate Bond Index'
gain of 2.26%. Money market returns were lower yet, as reflected by the 1.73%
average 90-day Treasury bill return since inception.

In this environment, MEMBERS Balanced Fund Class A shares provided a return of
9.08%. This modestly exceeded the 8.72% return that would have been realized
from a hypothetical portfolio consisting of 45% S&P 500 index, 40% Lehman
Intermediate Government/Corporate Bond index and 15% 90-day U. S. Treasury
bills. This outperformance is attributable to the fund's slightly higher
percentage of assets invested in stocks versus bonds, which more than offset the
Funds approximately 0.37% of expenses. MEMBERS Balanced Fund is, however,
purposely more conservatively structured than most "balanced" mutual funds which
typically hold 60% or more of net assets in common stocks. This is reflected in
the higher 9.95% return for this period of Lipper Analytical Service's index of
Balanced mutual funds.

Because the stocks and bonds owned in MEMBERS Balanced Fund are largely the same
as the stocks comprising MEMBERS Capital Appreciation and Growth and Income
Funds, and the bonds in MEMBERS Bond Fund, please review management's discussion
of those Funds' performances elsewhere in this report for a more complete
description of the Balanced Funds' portfolio positioning and results to date.

At this place, the shareholder report contains a pie chart showing Balanced Fund
Diversification of the following: Certificate of Deposit 7%, Corporate Notes &
Bonds 27%, Other Investments & Net Other Assets 5%, U.S. Government Obligations
12%, and Common Stocks 49%.

Looking ahead, the Fund will continue to be managed as a diversified portfolio
of the most attractive stocks, bonds and money market investments identified by
the CIMCO portfolio management team. The normal range of asset allocation
exposures is from 60% to 40% stocks, 40% to 60% bonds, and up to 20% money
market instruments. Currently, stocks comprise slightly under 50% of net assets
and bonds are just under 40% of net assets, with the remaining approximately 10%
invested in money market instruments.

These proportions vary over time in reaction to the pace at which the management
team is finding attractive individual stocks and bonds. For example, as
attractively priced individual stocks become more plentiful, the stock portion
of the portfolio will grow, and vice versa. This "bottom up" asset allocation
approach is more subtle and, we think, more likely to add value than the more
traditional "top down" market timing-based tactics which have been notoriously
unsuccessful. The CIMCO portfolio managers, along with other noted investment
professionals who employ value-oriented security selection techniques, have
often provided better-than-market and better-than-peer returns relative to the
variability of those returns -- more "efficiency" or return per unit of risk.
The Balanced Fund, through its greater diversification and flexibility, may be
the most "investment efficient" of all the MEMBERS Mutual Funds and is managed
to serve as the core portfolio of a typical conservative, intermediate-term or
long-term investor.

At this place, the shareholder report shows a graphic representation of how the
Class A and Class B Shares of the Balanced Fund compared to several indexes.
$10,000 invested on the inception date of December 29, 1997 would have the
following value as of April 30 ,1998.

Class A Shares....................................................... $10,908
Class B Shares....................................................... $10,882
Blended Index*....................................................... $10,872
Lipper Balanced Fund Index........................................... $10,995

*Blended Index = 45% S&P 500 Index, 40% Lehman Brothers Intermediate
Government/Corporate Bond Index and 15% 90-Day U.S. Treasury Bill.

This chart compares a $10,000 investment made in the Fund on its inception date
to a $10,000 investment made in the index on that date. All dividends and
capital gains are reinvested. Further information relating to the Funds'
performance, including expense reimbursements, is contained in the Prospectus
and elsewhere in this report. Past performance is not indicative of future
performance. Indices are unmanaged and investors cannot invest in them.

High Income Fund Performance Review

The domestic high yield bond market experienced strong gains since the December
29, 1997 commencement of operations of MEMBERS High Income Fund. This market
continues to benefit from a strong economy operating with a low level of
inflation and relatively low and stable interest rates coupled with strong
demand for high yield bonds from investors seeking greater levels of interest
income than can be had from more traditional instruments. Since commencement of
the Fund, the Lehman High Yield Bond index has returned 3.98%. A peer group
benchmark, Lipper Analytical Services index of High Yield Bond mutual funds,
returned 4.91% over this period.

The MEMBERS High Income Fund Class A shares provided a total return of 2.88%
since commencement of operations. This performance somewhat lagged both of the
above benchmarks as the initial seed money and subsequent deposits were invested
in high quality marketable securities, then very selectively moved into higher
yielding bonds. This was done to assure safety and liquidity without incurring
significant yield-dampening trading and portfolio management costs while
building the diversified portfolio of high yield securities. However, it
resulted in the Fund missing a good part of the benchmark's 1.80% return in
January. Since that time, however, the Fund has become fully invested and Class
A shares currently yield 7.60% (SEC basis).

We anticipate that the Fund will fully participate in the ongoing performance of
the high yield sector of the bond market as it is now fully invested. The
investment strategy of Massachusetts Financial Services Company, the subadviser
for the Fund, is to seek out companies with improving credit quality and whose
high-yield bonds offer attractive return prospects. These companies must have
successful management teams, industry leadership positions, consistent operating
results and reasonable levels of debt to equity and operating leverage.

At this place, the shareholder report contains a pie chart showing High Income
Fund Diversification of the following: Communication 23%, Media 13%, Industrial
9%, Metals & Mining 8%, Retail 8%, Basic Materials 6%, and Other Investments &
Net Other Assets 33%.

These characteristics appear to exist currently within the communications
industry where the Fund carries an overweighted position (vs. the benchmark)
consisting of 31 separate holdings. Good value also seems to exist within the
aerospace sector, given increasing new orders for airplanes, and holdings have
been added in this area.

Our outlook for the high yield sector warrants both prudent participation and
caution by individual investors. Given continued moderate economic growth and
low inflation, we believe that the high yield market can remain attractively
valued and should provide returns significantly above U.S. Treasuries, making it
a worthy investment for a portion of a long-term income portfolio or
conservative growth portfolio. Additionally, this sector has been the best
performing domestic fixed income asset class in seven of the last eight quarters
and has been experiencing significant retail and institutional cash flow growth.
All of these positive reasons, however, are also why we are cautious about the
future. One must look back no further than 1994 to see what can happen to market
prices when this sector reacts to credit concerns or increases in interest
rates. So, as always, if you are willing and able to put some principal at risk
in order to reap higher expected yields, and have a longer-term time frame which
will allow you to weather normal cycles, an allocation to MEMBERS High Income
Fund remains a prudent investment choice.

At this place, the shareholder report shows a graphic representation of how the
Class A and Class B Shares of the High Income Fund compared to several indexes.
$10,000 invested on the inception date of December 29, 1997 would have the
following value as of April 30 ,1998.

Class A Shares....................................................... $10,288
Class B Shares....................................................... $10,250
Lehman Brothers High Yield Index..................................... $10,398
Lipper High Yield Fund Index......................................... $10,491

This chart compares a $10,000 investment made in the Fund on its inception date
to a $10,000 investment made in the index on that date. All dividends and
capital gains are reinvested. Further information relating to the Funds'
performance, including expense reimbursements, is contained in the Prospectus
and elsewhere in this report. Past performance is not indicative of future
performance. Indices are unmanaged and investors cannot invest in them.

Growth and Income Fund Performance Review

The stock market continued to advance strongly from the Fund's December 29, 1997
commencement of operations through the first four months of 1998. Stocks across
all capitalization groups posted impressive gains, but the "large-caps"
significantly led the other groups, helping the large-cap-dominated S&P 500
index to a 17.17% increase. Reflecting the more even weightings of its
individual stock holdings and the approximately 0.35% dampening effect of fund
expenses, MEMBERS Growth and Income Fund Class A shares returned 15.95% for this
period. This substantially exceeded the 13.97% return during this same period
for Lipper Analytical Services' index of Growth and Income mutual funds.
Although performance over this very short period of time is not particularly
significant to the long-term investors for whom this fund is designed, this is a
very gratifying start.

The Fund benefited from outperformance (relative to the S&P 500's sectors) in
the consumer cyclical, communications services, capital goods, finance and
utilities sectors. Top performers for the Fund in these sectors included
Georgia-Pacific Co., AirTouch Communications, Inc. and U.S. West Media Group.
The Fund's technology sector performed in line with the approximately 29% gain
of the S&P 500's technology stocks, and included strong advances by EMC Corp.,
Phillips Electronics N.V. and Texas Instruments, Inc. The significant
outperformance achieved in the consumer cyclicals, capital goods and finance
sectors were somewhat dampened by our modestly lower-than-market weightings of
each of these sectors. Also, a modest overweighting in basic materials, combined
with return underperformance, negatively impacted the Fund's relative return for
the period. Likewise, our relative performance was dampened by modest
underperformance in our overweighted consumer staples sector.

At this place, the shareholder report contains a pie chart showing Growth and
Income Fund Diversification of the following: Technology 15%, Finance 15%,
Consumer Staples 12%, Energy 8%, Chemical Drugs 7%, Communications 6%, Durable
Goods 6%, Retail 5%, Basic Materials 5%, and Other Investments & Net Other
Assets 21%.

During the Fund's start up phase, it utilizes S&P 500 futures contracts to
provide diversified stock market exposure with cash inflows that have not
accumulated to an amount which can be applied efficiently to the purchase of
individual stocks for the portfolio. The impact of this strategy during the
period was very positive relative to holding short-term investments, and may be
employed further until the Fund reaches about $10-$15 million in total assets.

Presently the Fund is modestly overweighted in the basic materials, consumer
staples, technology, and healthcare sectors. The Fund is underweighted in the
capital goods, finance, and consumer cyclical sectors. These sector weights are
a function of our "bottom up" analysis of individual stocks and not the result
of a "top down" macroeconomic assessment of the economys sectors.

The bull markets strength into 1998 reflects continued low inflation and strong
corporate profit growth driven by technology-led efficiencies, favorable U. S.
demographics and the country's leading role in the expanding global economy.
However, today's stock market valuation levels are at all time highs. Market
corrections and increased volatility should be expected. The Growth & Income
Fund's value-oriented stock selection criteria have, in past periods of
heightened volatility, dampened the shocks and somewhat limited the declines in
Fund share values relative to the market indexes. It is hoped that this will
make it easier for even more "conservative" stock fund investors to ride out any
such unsettling periods, thereby fully realizing the very attractive long-term
returns the stock market has historically provided.

At this place, the shareholder report shows a graphic representation of how the
Class A and Class B Shares of the Growth and Income Fund compared to several
indexes. $10,000 invested on the inception date of December 29, 1997 would have
the following value as of April 30 ,1998.

Class A Shares....................................................... $11,595
Class B Shares....................................................... $11,564
S&P 500 Index........................................................ $11,717
Lipper Growth & Income Fund Index.................................... $11,397

This chart compares a $10,000 investment made in the Fund on its inception date
to a $10,000 investment made in the index on that date. All dividends and
capital gains are reinvested. Further information relating to the Funds'
performance, including expense reimbursements, is contained in the Prospectus
and elsewhere in this report. Past performance is not indicative of future
performance. Indices are unmanaged and investors cannot invest in them.

Capital Appreciation Fund Performance Review

Stocks turned in strong gains since the Fund's December 29, 1997 commencement of
operations, with large-capitalization issues continuing to lead other
capitalization tiers. The S&P 500 returned 17.17% during this period while
mid-capitalization stocks, as measured by the S&P 400, gained 15.93%. The
Members Capital Appreciation Fund Class A shares returned 17.31% during this
period, outperforming both the mid- and large-capitalization indexes as solid
returns more than offset the approximately 0.40% of fund expenses. The Fund also
significantly outperformed the 16.89% return of Lipper Analytical Services index
of Capital Appreciation mutual funds. Although performance over this very short
period of time is not particularly significant to the long-term investors for
whom this fund is designed, this is a very gratifying start.

Technology stocks led the market during this period, rebounding strongly after
the group's poor showing in the fourth quarter of 1997 as the Asian financial
crisis was unfolding. Portfolio holdings such as Gateway 2000 and EMC Corp. were
notably strong performers, leading this sector to an approximately 35% gain in
the period versus the approximately 29% advance staged by the technology sector
of the S&P 500. Retail issues like Wal-Mart Stores, Inc., Dayton-Hudson Corp.
and TJX Companies, Inc. performed very well, helping the consumer cyclical
sector of the Fund's portfolio to gain over 20% versus the S&P 500 sector's 13%.
Healthcare was a strong area for both the market indexes and the Fund (ALZA
Corp. and United Healthcare Corp. did exceptionally well). The energy, utilities
and capital goods sectors were weak performers during this period, and the
Fund's relative underperformance in energy and especially in capital goods
somewhat dampened the Fund's return.

At this place, the shareholder report contains a pie chart showing Capital
Appreciation Fund Diversification of the following: Technology 18%, Consumer
Staples 14%, Finance 13%, Retail 11%, Energy 8%, Chemical Drugs 7%, Health
Services 5%, Basic Materials 5%, Communication 5%, and Other Investments & Net
Other Assets 14%.

At present, the Fund remains modestly overweighted in the consumer staples,
healthcare and basic materials sectors. Underweighted sectors include finance,
capital goods, and utilities. These sector weights are the result of our
"bottom-up" analysis of the relative attractiveness of the individual stocks
within our investable universe, not a "top-down" assessment of the various
sectors.

The long-term outlook for U. S. stocks remains extremely favorable with
continued stable profit growth, low inflation and a strong demand for equities.
However, with the U. S. stock market at all-time high valuation levels, a period
of consolidation and/or increased volatility may ensue. The Capital Appreciation
Fund is the more "aggressive" of MEMBERS Funds' two stock funds, and would
certainly be affected by any such market occurrences. Still, the value-oriented
stock selection criteria employed in the Fund have, in past periods of
heightened volatility, dampened the shocks and somewhat limited the declines in
Fund share values relative to other "capital appreciation" funds and
representative market indexes. It is hoped that this will make it easier for
shareholders to ride out any such unsettling periods, thereby fully realizing
the very attractive long-term returns the stock market has historically
provided.

At this place, the shareholder report shows a graphic representation of how the
Class A and Class B Shares of the Capital Appreciation Fund compared to several
indexes. $10,000 invested on the inception date of December 29, 1997 would have
the following value as of April 30 ,1998.

Class A Shares....................................................... $11,731
Class B Shares....................................................... $11,711
S&P 500 Index........................................................ $11,717
Lipper Capital Appreciation Index.................................... $11,689

International Stock Fund Performance Review:

The international stock market experienced solid overall gains since the
December 29, 1997 commencement of operations of MEMBERS International Stock
Fund, despite pockets of continued weakness and volatility in portions of the
Pacific Basin. Returns from the broad international market as measured by the
Morgan Stanley Europe, Australia and Far East (EAFE) index nearly matched those
of the domestic S&P 500, gaining 15.92% in U.S. dollars.

MEMBERS International Stock Fund Class A shares provided a total return of
17.91% for the same time period, exceeding both the EAFE index and the Lipper
Analytical Services index of International Stock mutual funds which returned
17.22%. The Fund also posted a positive return of 2.08% in the month of April
despite significant difficulties in the broader market which led to an EAFE
return of only 0.67% and actual losses in international small cap and emerging
market indexes.

The Fund's outperformance during this time period was due to positive stock
selection and a significant 15% exposure to the small capitalization markets of
developed international countries which surged over 18% during the first four
months of 1998. The Fund's exposure to emerging markets dampened overall Fund
performance as this sector of the international markets advanced about 5.82%
since commencement of the Fund.

The recovery of the Asian markets from the broad collapse experienced during the
second half of 1997, along with excellent performance across most European
markets, helped drive the Fund's performance. European markets anticipated
confirmation that all eleven countries would qualify for the Euro currency union
and were also supported by a spate of favorable corporate activity and results.
The Fund maintains a strong presence in continental Europe, especially France
which continues to offer superior value opportunities, and owns select small cap
companies across Europe which should continue to benefit from Europe's
rebounding economy, corporate restructurings, and increasingly investor-friendly
policies being deployed by more and more companies.

At this place, the shareholder report contains a pie chart showing International
Stock Fund Diversification of the following: France 14%, United Kingdom 13%,
Germany 9%, Australia 5% Japan 13%, Finland 4%, Hong Kong 4%, and Other
Investments & Net Other Assets 38%

Meanwhile, the Asian recovery, while providing hope across many sectors, remains
muted. A Japanese government stimulus package did not meet market expectations
causing returns to languish. While values are beginning to appear in certain
sectors of the Japanese market, the Fund remains underweighted there awaiting
further signals of economic improvement. We also hold long-term enthusiasm for
maintaining exposure to select emerging market opportunities which offer strong
brand franchises, healthy balance sheets and appealing valuations. Stock
selection continues to increase in importance in these markets due to
deregulation and improved company disclosures.

Going forward, we are confident that the strong value-oriented stock selection
methodology utilized by the Fund's team of subadvisers, combined with our
continued mix of allocating 70% of new fund inflows to large-cap developed
markets, 15% to small-cap developed markets and 15% to emerging markets, will
continue to produce solid risk-adjusted returns and valuable diversification to
predominantly domestic securities portfolios

At this place, the shareholder report shows a graphic representation of how the
Class A and Class B Shares of the International Stock Fund compared to several
indexes. $10,000 invested on the inception date of December 29, 1997 would have
the following value as of April 30 ,1998.

Class A Shares....................................................... $11,791
Class B Shares....................................................... $11,761
MSCI EAFE Index*..................................................... $11,592
Lipper International Stock Fund Index................................ $11,722

*Morgan Stanley Capital International Europe, Asia & Far East Index.

Family of Investments

MEMBERS Mutual Funds are a group of open-end investment companies, typically
called mutual funds. Each fund is a separate investment portfolio with its own
investment objective, policies, restrictions and attendant risks. The
information in this table provides an overview, summarizing the funds'
investment objectives, management, and primary strategies. For more specific and
complete information on the funds, please refer to your prospectus and the
statement of additional information.

Cash Reserves Fund

Investment Objective
The Cash Reserves Fund seeks high current income from money market instruments
consistent with the preservation of capital and liquidity. The fund intends to
maintain a stable net asset value of $1.00 per share.

Portfolio Management
The fund is managed by a team of CIMCO's portfolio managers.

Primary Investment Strategies
The Cash Reserves Fund invests exclusively in U.S. dollar-denominated money
market securities maturing in thirteen months or less from the date of purchase,
including those issued by U.S. and foreign financial institutions, corporate
issuers, the U.S. Government and its agencies and instrumentalities,
municipalities, foreign government, and multinational organizations such as the
World Bank. At least 95% of the fund's assets must be rated in the highest
short-term category (or its unrated equivalent), and 100% of the fund's assets
must be invested in securities rated in the two highest categories.

For a listing of the securities held in the portfolio at April 30, 1998, please
turn to page 12.

Bond Fund

Investment Objective
The Bond Fund seeks to generate a high level of current income, consistent with
the prudent limitation of risk, primarily through investment in a diversified
portfolio of income bearing securities.

Portfolio Management
The fund is managed by a team of CIMCO's portfolio managers.

Primary Investment Strategies
To keep current income relatively stable and to limit share price volatility,
the Bond Fund emphasizes investment grade securities and maintains an
intermediate (typically 3 to 6 years) average portfolio duration. Under normal
circumstances, the fund invests at least 80% of its assets in such securities.
The fund may invest in the following instruments:
Corporate Debt Securities
U.S. Government Debt Securities
Foreign Government Debt Securities
Other issuer debt securities.

The fund may also invest in asset-backed and mortgage-backed securities to the
extent permitted by law and available in the market.

For a listing of the securities held in the portfolio at April 30, 1998, please
turn to page 13.

Balanced Fund

Investment Objective
The Balanced Fund seeks a high total return through the combination of income
and capital appreciation.

Portfolio Management
The fund is managed by a team of CIMCO's portfolio managers.

Primary Investment Strategies

The Balanced Fund invests in a broadly diversified array of securities including
common stocks, bonds and money market instruments. The percentage of the fund's
assets invested in equity securities, income bearing securities and money market
instruments may vary somewhat depending upon management's judgement of the
relative attractiveness of each sector and anticipated cash needs of the fund.
Generally, however, common stocks will constitute 60% to 40% of the fund's
assets, bonds will constitute 40% to 60% of the fund's assets and money market
instruments may constitute up to 20% of the fund's assets.

For a listing of the securities held in the portfolio at April 30, 1998, please
turn to page 14.

High Income Fund

Investment Objective
The High Income Fund seeks high current income by investing primarily in a
diversified portfolio of lower-rated, higher yielding income securities. The
fund also seeks capital appreciation, but only when consistent with its primary
goal.

Portfolio Management
CIMCO uses one or more subadvisers under a "manager of managers" approach to
make investment decisions for this fund. Massachusetts Financial Services
Company is the only subadviser currently used by CIMCO to manage the assets of
the fund.

Primary Investment Strategies
The High Income Fund invests primarily in lower-rated, higher-yielding income
bearing securities, such as "junk" bonds. Because the performance of these
securities has historically been strongly influenced by economic conditions, the
fund may rotate securities selection by business sector according to the
economic outlook. Under normal market conditions, the fund invests at least 80%
of its assets in bonds rated lower than investment grade (BBB/Baa) and their
unrated equivalents or other high-yielding securities.

For a listing of the securities held in the portfolio at April 30, 1998, please
turn to page 17.

Growth and Income Fund

Investment Objective
The Growth and Income Fund seeks long-term capital growth with income as a
secondary consideration.

Portfolio Management
The fund is managed by a team of CIMCO's portfolio managers.

Primary Investment Strategies
The Growth and Income Fund will focus on stocks of companies with financial and
market strength and a long-term record of financial performance, and will, under
normal market conditions, maintain at least 80% of its assets in such stocks.
Primarily through ownership of a diversified portfolio of common stocks and
securities convertible into common stocks, the fund will seek a rate of return
in excess of returns typically available from less variable investment
alternatives. The fund will typically invest in securities representing every
sector of the S&P 500 in approximately the same weightings as such sector has in
the S&P 500.

For a listing of the securities held in the portfolio at April 30, 1998, please
turn to page 21.

Capital Appreciation Fund

Investment Objective
The Capital Appreciation Fund seeks long-term capital appreciation.

Portfolio Management
The fund is managed by a team of CIMCO's portfolio managers.

Primary Investment Strategies
The Capital Appreciation Fund invests primarily in common stocks, and will,
under normal market conditions, maintain at least 80% of its assets in such
securities. The fund seeks stocks that have a low market price relative to the
portfolio managers' expected level and certainty of the issuing company's future
earnings. Relative to the Growth and Income Fund, the Capital Appreciation Fund
will include some smaller, less developed issuers and some companies undergoing
more significant changes in their operations or experiencing significant changes
in their markets. The fund will diversify its holdings among various industries
and among companies within those industries but will often be less diversified
than the Growth and Income Fund.

For a listing of the securities held in the portfolio at April 30, 1998, please
turn to page 23.

International Stock Fund

Investment Objective
The International Stock Fund seeks long-term growth of capital by investing
primarily in foreign equity securities.

Portfolio Management
CIMCO uses one or more subadvisers under a "manager of managers" approach to
make investment decisions for this fund. IAI International Limited and Lazard
Asset Management are the subadvisers currently used by CIMCO to manage the
assets of the Fund.

Primary Investment Strategies
Under normal market conditions, the International Stock Fund invests at least
80% of its assets in foreign equity securities. Foreign securities are
securities that: are issued by companies organized or whose principal operations
are outside the U.S., are issued by a foreign government, are principally traded
outside of the U.S., or are quoted or denominated in a foreign currency. Equity
securities include common stocks, securities convertible into common stocks,
preferred stocks, and other securities representing equity interests such as
American depository receipts, European depository receipts and Global depository
receipts.

For a listing of the securities held in the portfolio at April 30, 1998, please
turn to page 25.

Portfolio of Investments Cash Reserves Fund (Unaudited)

Value
Par Value (Note 2)

COMMERCIAL PAPER (A) - 68.30%

Finance - 37.07%
$ 125,000 American Express Credit Corp.
5.500%, 06/01/98 $ 124,408
165,000 American General Finance Co.
5.380%, 06/03/98 164,186
165,000 Associates Corp. of North America
5.400%, 06/03/98 164,183
130,000 CIT Group Holdings, Inc.
5.470%, 05/01/98 130,000
172,000 Ford Motor Credit Corp.
5.490%, 07/02/98 170,374
172,000 G.E. Capital Corp.
5.490%, 09/18/98 168,328
165,000 General Motors Acceptance Corp.
5.460%, 08/06/98 162,573
180,000 IBM Credit Corp.
5.410%, 06/16/98 178,756

1,262,808

Technology - 9.44%
161,000 Lucent Technologies, Inc.
5.470%, 05/05/98 160,902
161,000 Motorola, Inc.
5.480%, 05/12/98 160,730

321,632

Media - 9.38%
172,000 Disney (Walt) Co.
5.440%, 06/23/98 170,623
150,000 McGraw-Hill Cos.
5.480%, 06/12/98 149,041

319,664

Durable Goods - 4.82%
165,000 Deere & Co.
5.510%, 06/09/98 164,015

Chemicals and Drugs - 4.67%
160,000 du Pont (E.I.) de Nemours & Co.
5.400%, 06/05/98 159,160

Consumer Staples - 2.92%
100,000 Coca-Cola Co.
5.470%, 05/26/98 99,620

Total Commercial Paper 2,326,899

(Cost $2,326,899 )

U.S. GOVERNMENT AND AGENCY OBLIGATIONS (A) - 21.86%

Federal Home Loan Mortagage Corp.- 15.44%
$ 100,000 5.360%, 05/18/98 $ 99,747
428,000 5.360%, 05/29/98 426,221

525,968

U.S. Treasury Bill - 6.42%
225,000 5.080%, 11/12/98 218,845

Total U.S. Government
and Agency Obligations 744,813
(Cost $744,813 )

CERTIFICATE OF DEPOSIT - 8.64%

294,478 State Street Eurodollar
5.000%, 05/01/98 294,478

Total Certificate of Deposit 294,478
(Cost $294,478 )

TOTAL INVESTMENTS - 98.80% 3,366,190
(Cost $3,366,190** )

NET OTHER ASSETS AND LIABILITIES - 1.20% 40,710

NET ASSETS - 100.00% $ 3,406,900

** Aggregate cost for Federal tax purposes
(A) Rate noted represents annualized yield at time of purchase.

Portfolio of Investments Bond Fund (Unaudited)

Value
Par Value (Note 2)

CORPORATE NOTES AND BONDS - 74.22%

Finance - 16.60%
$ 150,000 Aetna Services, Inc.
7.125%, 08/15/06 $ 154,165
100,000 Caterpillar Financial Services,
Series F, MTN
6.400%, 04/16/01 100,855
200,000 Deutsche Mortgage and
Asset Receiving Corp.,1998, Class C
6.861%, 03/15/08 201,656
150,000 General Motors Acceptance Corp., MTN
6.050%, 10/04/99 150,097

606,773

Brokerage Services - 9.92%
100,000 Lehman Brothers Holdings, Inc.
7.375%, 05/15/04 104,638
100,000 Paine Webber Group, Inc., Series C, MTN
6.785%, 07/01/03 101,056
150,000 Salomon Smith Barney Holdings, Inc.
7.375%, 05/15/07 156,742

362,436

Energy - 8.32%
150,000 Enron Corp.
7.125%, 05/15/07 155,986
150,000 Transcontinental Gas Pipeline Corp.
6.125%, 01/15/05 148,001

303,987

Technology - 8.31%
150,000 Martin Marietta Technologies, Inc.
6.500%, 04/15/03 151,092
150,000 WMX Technologies, Inc.
7.000%, 05/15/05 152,696

303,788

Utilities - 8.20%
150,000 Cincinnati Gas & Electric Co.
6.450%, 02/15/04 151,238
150,000 GTE North, Inc., Series A, Debenture
6.000%, 01/15/04 148,352

299,590

Consumer Products - 5.92%
100,000 Carter Holt Harvey, Ltd.,Yankee
8.875%, 12/01/04 110,676
100,000 International Paper Co.
7.500%, 05/15/04 105,563

216,239

Consumer Staples - 4.16%
$ 150,000 Nabisco, Inc.
6.850%, 06/15/05 $ 151,936

Health Services - 3.95%
150,000 Columbia/HCA Healthcare Corp.
6.125%, 12/15/00 144,423

Metals and Mining - 3.09%
100,000 MAGMA Copper Co.
8.700%, 05/15/05 112,904

Retail - 3.00%
100,000 American Stores
9.125%, 04/01/02 109,494

Communication - 2.75%
100,000 Cox Communication, Inc.
6.500%, 11/15/02 100,649

Total Corporate Notes and Bonds 2,712,219
(Cost $2,728,187 )

U.S. GOVERNMENT OBLIGATION - 8.21%

300,000 U.S. Treasury Note
5.625%, 04/30/00 300,189

Total U.S. Government Obligation 300,189
(Cost $299,626 )

U.S. DENOMINATED FOREIGN BOND - 4.39%

150,000 United Mexican States, Global
9.875%, 01/15/07 160,500

Total U.S. Denominated Foreign Bond 160,500

(Cost $156,953 )

CERTIFICATE OF DEPOSIT - 10.29%

376,200 State Street Eurodollar
5.000%, 05/01/98 376,200

Total Certificate of Deposit 376,200
(Cost $376,200 )

TOTAL INVESTMENTS - 97.11% 3,549,108
(Cost $3,560,966** )

NET OTHER ASSTES AND LIABILITIES - 2.89% 105,459

NET ASSETS - 100.00% $ 3,654,567

** Aggregate cost for Federal tax purposes
MTN Medium Term Note

Portfolio of Investments Balanced Fund (Unaudited)

Value
Shares (Note 2)
COMMON STOCKS - 48.62%

Technology - 8.19%
900 3Com Corp.* ................................$ 30,825
400 Cognizant Corp. ............................ 20,575
1,700 EMC Corp.* ................................. 78,413
600 Gateway 2000* .............................. 35,213
600 Hewlett-Packard Co. ........................ 45,188
900 Interim Services, Inc.* .................... 29,363
700 International Business Machines Corp. ...... 81,113
400 Micron Technology, Inc. .................... 12,425
800 Motorola, Inc. ............................. 44,500
300 Philips Electronics N.V .................... 27,000
400 Seagate Technology, Inc.* .................. 10,675
600 Texas Instruments, Inc. .................... 38,438
1,300 Wang Laboratories, Inc. .................... 35,100

488,828

Finance - 7.50%
700 Allstate Corp. ............................. 67,375
1,090 Banc One Corp. ............................. 64,106
400 BankAmerica Corp. .......................... 34,000
300 Bankers Trust Corp. ........................ 38,738
800 Edwards (A.G.), Inc. ....................... 36,000
800 Everest Reinsurance Holdings, Inc. ......... 33,000
500 Morgan Stanley Dean Whitter & Co. .......... 39,438
900 NationsBank Corp. .......................... 68,175
1,100 Travelers Group, Inc. ...................... 67,306

448,138

Consumer Staples - 5.12%
1,100 Cox Communications, Inc., Class A* ......... 49,088
700 General Mills, Inc. ........................ 47,294
1,500 Nabisco Holdings Corp., Class A ............ 71,719
1,800 Owens-Illinois, Inc.* ...................... 71,213
500 Sara Lee Corp. ............................. 29,781
1,900 Tyson Foods, Inc., Class A ................. 36,694

305,789

Retail - 4.29%
600 CVS Corp. .................................. 44,250
500 Dayton Hudson Corp. ........................ 43,656
1,000 Safeway, Inc.* ............................. 38,250
800 Sears Roebuck & Co. ........................ 47,450
700 Tiffany & Co. .............................. 31,850
1,000 Wal-Mart Stores, Inc. ...................... 50,563

256,019

Energy - 4.28%
800 Amoco Corp. ................................$ 35,400
500 Exxon Corp. ................................ 36,469
400 Kerr-McGee Corp. ........................... 26,400
1,000 Occidental Petroleum Corp. ................. 29,438
1,300 Unocal Corp. ............................... 53,219
1,300 USX-Marathon Group ......................... 46,556
900 Williams Companies, Inc. ................... 28,463

255,945

Chemicals and Drugs - 3.83%
800 American Home Products Corp. ............... 74,500
700 Bristol-Myers Squibb Co. ................... 74,113
400 Centocor, Inc.* ............................ 16,875
600 Glaxo Wellcome PLC, ADR .................... 33,938
700 Pharmacia & Upjohn, Inc. ................... 29,444

228,870

Communication - 3.69%
1,500 AirTouch Communications, Inc.* ............. 79,688
800 Ameritech Corp. ............................ 34,050
400 Bell Atlanic Corp. ......................... 37,425
700 GTE Corp. .................................. 40,906
500 Telefonos de Mexico SA, Class L, ADR ....... 28,313

220,382

Durable Goods - 2.90%
300 General Motors Corp. ....................... 20,213
1,100 Raychem Corp. .............................. 44,206
700 Rockwell International ..................... 39,156
400 United Technologies, Inc. .................. 39,375
900 Waste Management, Inc. ..................... 30,150

173,100

Utilities - 2.48%
500 Northern States Power Co. .................. 28,188
900 PG & E Corp. ............................... 29,138
2,400 U.S. West Media Group* ..................... 90,600

147,926

Basic Materials - 2.34%
400 Dow Chemical, Inc. ......................... 38,675
500 Georgia Pacific Co. ........................ 38,594
700 Praxair, Inc. .............................. 35,219
700 Willamette Industries, Inc. ................ 27,169

139,657

COMMON STOCKS (continued)

Health Services - 2.02%
900 Aetna, Inc. ................................$ 72,731
600 Columbia\HCA Healthcare Corp. .............. 19,763
400 United Healthcare Corp. .................... 28,100

120,594

Transportation - 1.46%
200 Delta Air Lines, Inc. ...................... 23,250
500 FDX Corp.* ................................. 34,000
900 Norfolk Southern Corp. ..................... 30,094

87,344

Consumer Cyclical - 0.52%
2,200 Primedia, Inc.* ............................ 31,350
Total Common Stocks 903,942
(Cost $2,582,168 )

Par Value

CORPORATE NOTES AND BONDS - 26.95%

Finance - 7.58%
$ 50,000 Aetna Services, Inc.
7.125%, 08/15/06 51,388
50,000 Caterpillar Financial Services,
Series F, MTN
6.400%, 04/16/01 50,428
200,000 Deutsche Mortgage and
Asset Receiving Corp., 1998, Class C
6.861%, 03/15/08 201,656
50,000 General Motors Acceptance Corp., MTN
6.050%, 10/04/99 50,032
100,000 Lincoln National Corp.
6.500%, 03/15/08 99,391

452,895

Consumer Products - 3.62%
100,000 Carter Holt Harvey, Ltd.,Yankee
8.875%, 12/01/04 110,676
100,000 International Paper Co.
7.500%, 05/15/04 105,563

216,239

Energy - 3.48%
100,000 Coastal Corp., Senior Note
8.125%, 09/15/02 106,702
50,000 Enron Corp.
7.125%, 05/15/07 51,995
50,000 Transcontinental Gas Pipeline Corp.
6.125%, 01/15/05 49,334

208,031

Utilities - 3.44%
$ 100,000 GTE Hawaiian Telephone Co.
7.375%, 09/01/06 $105,861
50,000 Cincinnati Gas & Electric Co.
6.450%, 02/15/04 50,413
50,000 GTE North, Inc., Series A, Debenture
6.000%, 01/15/04 49,451

205,725

Brokerage Services - 2.74%
60,000 Paine Webber Group, Inc., Series C, MTN
6.785%, 07/01/03 60,634
50,000 Paine Webber Group, Inc.
6.750%, 02/01/06 50,403
50,000 Salomon Smith Barney Holdings, Inc.
7.375%, 05/15/07 52,248

163,285

Metals and Mining - 1.89%
100,000 MAGMA Copper Co.
8.700%, 05/15/05 112,890

Technology - 1.70%
50,000 Martin Marietta Technologies, Inc.
6.500%, 04/15/03 50,364
50,000 WMX Technologies, Inc.
7.000%, 05/15/05 50,899

101,263

Consumer Staples - 0.85%
50,000 Nabisco, Inc.
6.850%, 06/15/05 50,645

Communication - 0.84%
50,000 Cox Communication, Inc.
6.500%, 11/15/02 50,325

Health Services - 0.81%
50,000 Columbia/HCA Healthcare Corp.
6.125%, 12/15/00 48,141

Total Corporate Notes and Bonds 1,609,439

(Cost $1,719,496 )

U.S. GOVERNMENT OBLIGATIONS - 11.71%

U.S. Treasury Notes - 10.07%
100,000 5.500%, 03/31/03 99,313
300,000 5.875%, 11/15/05 302,156
200,000 5.625%, 04/30/00 200,125

601,594

U.S. GOVERNMENT OBLIGATIONS (continued)

U.S. Treasury Bill (A) - 1.64%
$ 100,000 5.008%, 10/15/98 $ 97,676

Total U.S. Government Obligations 699,270

(Cost $596,408 )

U.S. DENOMINATED FOREIGN BOND - 0.89%

50,000 United Mexican States, Global
9.875%, 01/15/07 53,500

Total U.S. Denominated Foreign Bonds 53,500

(Cost $52,318 )

CERTIFICATE OF DEPOSIT - 6.94%

414,558 State Street Eurodollar
5.000%, 05/01/98 414,558

Total Certificate of Deposit 414,558

(Cost $414,558 )

TOTAL INVESTMENTS - 95.11% 5,680,709

(Cost $5,364,948** )
OTHER ASSETS - 4.89% 292,019

TOTAL NET ASSETS 100.00% $ 5,972,728

* Non-income producing security.
** Aggregate cost for Federal tax purposes
(A) Rate noted represents annualized yield at time of purchase.
ADR American Depository Receipt
MTN Medium Term Note

Portfolio of Investments High Income Fund (Unaudited)

Value
Par Value (Note 2)
CORPORATE NOTES AND BONDS - 95.91%

Communication - 22.67%
$ 110,000 Albritton Communications, Inc.
9.750%, 11/30/07 $ 115,224
185,000 Allegiance Telecom, Inc., 144A,
Step Coupon (B)
11.750%, 02/15/08 104,062
30,000 American Mobile State Co., 144A
12.250%, 04/01/08 30,450
65,000 Charter Communication South
East, L.P.
Series B, Senior Note
11.250%, 03/15/06 71,500
30,000 Convergent Communication, 144A
13.000%, 04/01/08 29,550
25,000 Flag, Ltd., 144A, Senior Note
8.250%, 01/30/08 25,312
55,000 Intermedia Communication, Series B
11.250%, 07/15/07 40,425
25,000 ITC Deltacom, 144A, Senior Note
8.875%, 03/01/08 26,000
25,000 IXC Communications, Inc., 144A
Senior Subordinate Note
9.000%, 04/15/08 25,063
110,000 Lenfest Communications
8.375%, 11/01/05 113,849
105,000 L-3 Communications Corp., Series B
Senior Subordinate Note
10.375%, 05/01/07 115,368
45,000 Metronet Communications, Yankee
Step Coupon, Senior Discount Note (B)
10.750%, 11/01/07 30,374
50,000 Mobile Telecommunication Technology
Senior Note
13.500%, 12/15/02 58,750
15,000 MJD Communications, 144A
Senior Subordinate Note
9.500%, 05/01/08 15,262
40,000 National, Inc., Step Coupon, 144A,
Senior Note (B)
9.750%, 04/01/08 25,600
100,000 Nextel Communications
Step Coupon, Senior Discount Note (B)
9.750%, 10/31/07 65,000
45,000 Nextel International, Inc.
144A, Step Coupon, Senior Discount
Note (B)
12.125%, 04/15/08 27,563
50,000 Nextlink Communications, Senior Note
9.625%, 10/01/07 52,375
45,000 Pagemart Wireless, Inc., Step Coupon (B)
Senior Discount Note
11.250%, 02/01/08 28,013
50,000 Paging Network, Senior Subordinate Note
8.875%, 02/01/06 49,750

Communication (continued)

$ 25,000 Pathnet, Inc., 144A
12.250%, 04/15/08 $ 25,563
30,000 PSINET, Inc., 144A, Senior Note
10.000%, 02/15/05 30,750
25,000 Qwest Communications International
Step Coupon, Senior Discount Note (B)
9.470%, 10/15/07 17,875
75,000 SBA Communications, 144A Step Coupon,
Senior Discount Note (B)
12.000%, 03/01/08 44,625
110,000 Sygnet Wireless, Senior Note
11.500%, 10/01/06 122,925
30,000 Telesystem International, Yankee
Step Coupon, Senior Discount Note (B)
13.250%, 06/30/07 20,925
25,000 Telesystem International, Yankee
Step Coupon, Senior Discount Note (B)
10.500%, 11/01/07 16,000
50,000 Triton Communications, 144A
Step Coupon, Senior Discount Note (B)
11.000%, 05/01/08 29,834
20,000 Viatel, Inc., 144A
11.250, 04/15/08 21,100
40,000 Viatel, Inc., 144A, Step Coupon (B)
12.500%, 04/15/08 24,200
110,000 Western Wireless
Senior Subordinate Note
10.500%, 02/01/07 119,075

1,522,362

Media - 12.78%
110,000 AMC Entertainment, Senior
Subordinate Note
9.500%, 03/15/09 113,575
110,000 Chancellor Media Corp., Series B
8.750%, 06/15/07 113,850
100,000 Cinemark USA, Series B, Senior
Subordinate Note
9.625%, 08/01/08 104,500
110,000 Fox/Liberty Networks, Senior Note
8.875%, 08/15/07 112,750
40,000 Frontiervision Holdings
Step Coupon, Senior Discount Note (B)
11.875%, 09/15/07 30,800
50,000 Intermedia Capital Partners, Senior Note
11.250%, 08/01/06 56,125
15,000 Renaissance Media, 144A
Step Coupon, Senior Discount Note (B)
10.000%, 04/15/08 9,150
110,000 Rogers Cablesystem, Yankee
9.625%, 08/01/02 116,600
25,000 Satelites Mexicanos SA, 144A
10.125%, 11/01/04 25,063
102,563 Time Warner, Inc., Series M
10.250%, 07/01/16 115,383

CORPORATE NOTES AND BONDS (continued)

Media (continued)
$ 60,000 Young Broadcasting, Inc., Series B
8.750%, 06/15/07 $ 60,900

858,696

Industrial - 8.97%
25,000 Boyds Collection, 144A, Senior Note
9.000%, 05/15/08 25,125
15,000 Finlay Enterprises, Inc., Debenture
9.000%, 05/01/08 15,094
45,000 GCI, Inc., Senior Note
9.750%, 08/01/07 47,363
10,000 Grove Worldwide, 144A, Senior
Subordinate Note
9.250%, 05/01/08 9,950
150,000 K & F Industries, Series B,
Senior Subordinate Note
9.250%, 10/15/07 154,500
110,000 Mark IV Industrial, Senior
Subordinate Note
7.500%, 09/01/07 109,252
40,000 Numatics, Inc., 144A, Senior
Subordinate Note
9.625%, 04/01/08 40,500
80,000 Unisys Corp., Series B, Senior Note
Senior Discount Note
12.000%, 04/15/03 90,400
175,000 United International Holdings
Step Coupon, Series B, Senior
Discount Note (B)
10.750%, 02/15/08 110,031

602,215

Metals and Mining - 7.60%
110,000 AK Steel Corp., Senior Note
9.125%, 12/15/06 116,050
100,000 Commonwealth Aluminum, Senior
Subordinate Note
10.750%, 10/01/06 105,000
110,000 Kaiser Aluminum & Chemical, Series B,
Senior Note
10.875%, 10/15/06 119,075
50,000 Keystone Consolidated Industries,
Senior Note
9.625%, 08/01/07 51,625
100,000 WCI Steel, Inc., Series B, Senior
Note
10.000%, 12/01/04 103,500
15,000 WHX Corp., 144A, Senior Note
10.500%, 04/15/05 15,206

510,456

Retail - 7.59%
100,000 Cole National Group, Senior
Subordinate Note
8.625%, 08/15/07 102,000
110,000 Friendly Ice Cream Corp.
10.500%, 12/01/07 117,013

Retail (continued)
$ 25,000 Musicland Group, 144A, Senior Note
9.875%, 03/15/08 $ 24,875
25,000 Pathmark Stores, Senior
Subordinate Note
9.625%, 05/01/03 25,188
25,000 Planet Hollywood, 144A, Senior
Subordinate Note
12.000%, 04/01/05 24,656
100,000 Red Roof Inns, Senior Note
9.625%, 12/15/03 102,500
110,000 Williams Scotsman, Inc.
9.875%, 06/01/07 113,850

510,082

Basic Materials - 6.33%
20,000 Buckeye Cellulos, Senior
Subordinate Note
9.250%, 09/15/08 21,000
50,000 Florida Coast Paper LLC.
12.750%, 06/01/03 54,250
100,000 Polymer Group, Inc.
9.000%, 07/01/07 102,750
25,000 Repap New Brunswick, Yankee,
Senior Note
10.625%, 04/15/05 25,938
50,000 Specialty Paper, Inc., Senior Note
9.375%, 10/15/06 50,688
25,000 United Stationer, Inc., 144A
Senior Subordinate Note
8.375%, 04/15/08 25,000
110,000 US Timberlands Co., Senior Note
9.625%, 11/15/07 114,124
30,000 Westpoint-Tender, Senior Subordinate
Debenture
9.375%, 12/15/05 31,725

425,475

Durable Goods - 3.75%
110,000 Hayes Wheels International, Inc.
Senior Subordinate Note
11.000%, 07/15/06 124,575
35,000 International Knife & Saw, Senior
Subordinate Note
11.375%, 11/15/06 38,150
75,000 Oxford Automotive, Inc.
10.125%, 06/15/07 79,125
10,000 Talon Automotive, 144A, Senior
Subordinate Note
9.625%, 05/01/08 10,000

251,850

Chemicals and Drugs - 3.67%
110,000 Acetex Corp., Senior Note
9.750%, 10/01/03 113,300
120,000 Nl Industries, Senior Note
11.750%, 10/15/03 133,200

246,500

CORPORATE NOTES AND BONDS (continued)

Capital Goods - 2.78%
$ 110,000 Agco Corp., Senior Subordinate Note
8.500%, 03/15/06 $ 113,025
35,000 Johnstown America Industries, Inc.,
Series C
11.750%, 08/15/05 38,850
35,000 Newcor, Inc., 144A, Senior
Subordinate Note
9.875%, 03/01/08 35,175

187,050

Technology - 2.76%
110,000 Argo-Tech Corp, Senior Subordinate
Note
8.625%, 10/01/07 111,513
50,000 Be Aerospace, Inc., 144A, Senior Note
8.000%, 03/01/08 49,250
25,000 Level 3 Communications, Inc. 144A,
Senior Note
9.125%, 05/01/08 24,625

185,388

Energy - 2.71%
110,000 Anacomp, Inc., Senior
Subordinate Note
10.875%, 04/01/04 116,600
20,000 Chesapeake Energy, 144A, Senior Note
9.625%, 05/01/05 20,125
30,000 Petsec Energy, Series B, Senior
Subordinate Note
9.500%, 06/15/07 30,450
15,000 Pool Energy Services, 144A
Senior Subordinate Note
8.625%, 04/01/08 14,925

182,100

Transportation - 2.36%
150,000 Boyd Gaming Corp.
Senior Subordinate Note
9.500%, 07/15/07 158,625

Printing - 2.30%
100,000 Big Flower Press, Inc., Senior
Subordinate Note
8.875%, 07/01/07 102,500
50,000 Hollinger International, Inc.
9.250%, 03/15/07 52,125

154,625

Containers / Packaging - 1.99%
$ 85,000 Gaylord Container, Corp., 144A
Senior Subordinate Note
9.875%, 02/15/08 $ 83,725
50,000 Graham Packaging Co., 144A
Senior Subordinate Note
8.750%, 01/15/08 49,625

133,350

Building and Construction - 1.90%
15,000 Columbus McKinnon Corp., 144A
Senior Subordinate Note
8.500%, 04/01/08 14,888
110,000 Nortek, Inc., Series B, Senior Note
9.250%, 03/15/07 112,750

127,638

Schools - 1.65%
110,000 Kindercare Learning Centers, Inc.
Senior Subordinate Note
9.500%, 02/15/09 110,550

Finance - 1.54%
65,000 DTI Holdings, 144A
12.500%, 03/01/08 36,888
105,000 Pinnacle Holdings, 144A, Senior
Discount Note
10.000%, 03/15/08 66,150

103,038

Consumer Services - 1.52%
100,000 Iron Mountain, Inc., Senior Debenture
8.750%, 09/30/09 102,000

Health Care Services - 0.82%
25,000 Pharmerica, Inc., 144A, Senior Note
8.375%, 04/01/08 25,000
30,000 Prime Medical Services, 144A,
Senior Note
8.750%, 04/01/08 29,850

54,850

CORPORATE NOTES AND BONDS (continued)

Consumer Staples - 0.22%
$ 15,000 Revlon Consumer Products, 144A
Senior Subordinate Note
8.625%, 02/01/08 $ 14,963

Total Corporate Notes and Bonds 6,441,813

(Cost $6,427,953)

PREFERRED STOCK - 0.37%

Media
250 Primedia, Inc., 144A 24,750

Total Preferred Stock 24,750

(Cost $24,850 )

Par Value

CERTIFICATE OF DEPOSIT - 1.35%

$ 90,977 State Street Eurodollar
5.000%, 05/01/98 90,977

Total Certificate of Deposit 90,977

(Cost $90,977 )

TOTAL INVESTMENTS - 97.63% 6,557,540

(Cost $6,543,780** )
OTHER ASSETS - 2.37% 158,939

TOTAL NET ASSETS 100.00% $ 6,716,479

(B) Represents securities that remain zero coupon until
predetermined date, at which time the stated coupon rate becomes
the effective rate.
** Aggregate cost for Federal tax purposes

OTHER INFORMATION:
S&P Ratings: % of Portfolio
BB 11.75%
B 72.20
CCC 6.10
NOT RATED 9.95

100.00%

Portfolio of Investments Growth and Income Fund (Unaudited)

Value
Shares (Note 2)

COMMON STOCKS - 93.12%

Finance - 14.60%
2,500 Allstate Corp. ........................ $240,625
4,270 Banc One Corp. ........................ 251,129
1,900 BankAmerica Corp. ..................... 161,500
1,200 Bankers Trust Corp. ................... 154,950
2,200 Edwards (A.G.), Inc. .................. 99,000
2,600 Everest Reinsurance Holdings, Inc. .... 107,250
2,100 Morgan Stanley Dean Witter & Co. ...... 165,638
2,100 NationsBank Corp. ..................... 159,075
3,500 Travelers Group, Inc. ................. 214,156

1,553,323

Technology - 14.56%
3,800 Computer Associates International, Inc. 222,530
6,800 EMC Corp. ............................. 313,650
2,800 Harris Corp. .......................... 135,450
2,100 Hewlett-Packard Co. ................... 158,156
2,100 International Business Machines Corp. . 243,338
2,400 Motorola, Inc. ........................ 133,500
1,600 Philips Electronics N.V ............... 144,000
3,100 Texas Instruments, Inc. ............... 198,594

1,549,218

Consumer Staples - 11.96%
2,700 Cox Communications, Inc., Class A ..... 120,489
2,800 General Mills, Inc. ................... 189,175
3,500 Kimberly-Clark Corp. .................. 177,625
4,500 Nabisco Holdings Corp., Class A ....... 215,156
2,900 Sara Lee Corp. ........................ 172,731
5,700 Tyson Foods, Inc., Class A ............ 110,081
7,600 U.S. West Media Group* ................ 286,900

1,272,157

Energy - 8.16%
2,600 Amoco Corp. ........................... 115,050
1,900 Exxon Corp. ........................... 138,581
3,400 Occidental Petroleum Corp. ............ 100,088
1,600 Schlumberger Ltd. ..................... 132,600
1,600 Texaco, Inc. .......................... 98,400
2,900 Unocal Corp. .......................... 118,719
4,600 USX-Marathon Group .................... 164,738

868,176

Chemicals and Drugs - 7.33%
2,700 American Home Products Corp. .......... $251,438
2,500 Bristol-Myers Squibb Co. .............. 264,688
2,800 Glaxo Wellcome PLC, ADR ............... 158,375
2,500 Pharmacia & Upjohn, Inc. .............. 105,156

779,657

Communication - 6.33%
2,900 AirTouch Communications, Inc.* ........ 154,063
3,300 Ameritech Corp. ....................... 140,456
1,000 Bell Atlantic Corp. ................... 93,563
2,200 GTE Corp. ............................. 128,563
2,300 Sprint Corp. .......................... 157,119

673,764

Durable Goods - 6.12%
1,900 Echlin, Inc. .......................... 89,894
1,100 General Motors Corp. .................. 74,113
2,300 General Signal Corp. .................. 101,200
2,400 Rockwell International Corp. .......... 134,250
1,600 United Technologies, Inc. ............. 157,500
2,800 Waste Management, Inc. ................ 93,800

650,757

Retail - 5.39%
1,600 CVS Corp. ............................. 118,000
3,500 Sears Roebuck & Co. ................... 207,594
4,900 Wal-Mart Stores, Inc. ................. 247,756

573,350

Basic Materials - 4.84%
2,200 Dow Chemical, Inc. .................... 212,713
3,400 Dexter Corp. .......................... 140,463
2,100 Georgia Pacific Co. ................... 162,094

515,270

Health Services - 3.97%
3,100 Aetna, Inc. ........................... 250,519
4,600 Tenet Healthcare Corp.* ............... 172,213

422,732

Consumer Cyclical - 3.92%
4,600 Crown Cork & Seal Co., Inc. ........... 239,488
4,500 Owens-Illinois, Inc.* ................. 178,031

417,519

COMMON STOCKS (continued)

Utilities - 3.53%
1,100 Duke Energy Corp. ..................... $ 63,663
1,000 Northern States Power Co. ............. 56,375
3,400 PG & E Corp. .......................... 110,075
4,600 Williams Companies, Inc. .............. 145,475

375,588

Transportation - 2.41%
900 Burlington Northern Santa Fe Corp. .... 89,100
600 Delta Air Lines, Inc. ................. 69,750
2,900 Norfolk Southern Corp. ................ 96,969

255,819

Total Common Stocks ................... 9,907,330

(Cost $9,155,286 )

Par Value

U.S. GOVERNMENT OBLIGATION (A) - 0.91%

$100,000 U.S. Treasury Bill
5.141%, 11/12/98 97,275

Total U.S. Government Obligation 97,275

(Cost $97,216 )

CERTIFICATE OF DEPOSIT - 2.25%

239,723 State Street Eurodollar
5.000%, 05/01/98 239,723

Total Certificate of Deposit 239,723

(Cost $239,723 )

TOTAL INVESTMENTS - 96.28% 10,244,328

(Cost $9,492,225** )
OTHER ASSETS - 3.72% 395,447

TOTAL NET ASSETS - 100.00% $ 10,639,775

* Non-income producing security.
** Aggregate cost for Federal tax purposes
(A) Rate noted represents annualized yield at time of purchase.
ADR American Depository Receipt

Portfolio of Investments Capital Appreciation Fund (Unaudited)

Value
Shares (Note 2)
COMMON STOCKS - 91.45%

Technology - 17.65%
2,300 3Com Corp.* ............................ $ 78,775
1,500 Cognizant Corp. ........................ 77,156
2,300 Dallas Semiconductor Corp. ............. 88,694
6,200 EMC Corp. * ............................ 285,975
2,200 Gateway 2000* .......................... 129,113
5,200 Interim Services, Inc.* ................ 169,650
800 International Business Machines Corp. .. 92,700
1,600 Micron Technology, Inc.* ............... 49,700
1,900 Seagate Technology, Inc* ............... 50,706
1,700 Texas Instruments, Inc. ................ 108,900
6,500 Wang Laboratories, Inc.* ............... 175,500

1,306,869

Consumer Staples - 13.83%
3,000 Cox Communications, Inc., Class A* ..... 133,875
900 General Mills, Inc. .................... 60,806
2,500 Nabisco Holdings Corp., Class A ........ 119,531
5,800 Owens-Illinois, Inc.* .................. 229,463
1,000 Sara Lee Corp. ......................... 59,563
4,300 Tyson Foods, Inc., Class A ............. 83,044
6,900 U.S. West Media Group* ................. 260,475
2,300 Waste Management, Inc. ................. 77,050

1,023,807

Finance - 13.09%
1,200 Allstate Corp. ......................... 115,500
1,570 Banc One Corp. ......................... 92,336
600 Bankers Trust Corp. .................... 77,475
2,700 Edwards (A.G.), Inc. ................... 121,500
2,300 Everest Reinsurance Holdings, Inc. ..... 94,875
1,300 Morgan Stanley Dean Witter & Co. ....... 102,538
4,800 Mutual Risk Management Ltd. ............ 162,600
3,300 Travelers Group, Inc. .................. 201,919

968,743

Retail - 11.16%
1,800 Consolidated Stores Corp.* ............. 72,000
2,000 Dayton-Hudson Corp. .................... 174,625
2,400 Nine West Group, Inc.* ................. 66,750
3,700 Rite Aid Corp. ......................... 118,863
4,500 Safeway, Inc.* ......................... 172,125
1,900 Tiffany & Co. .......................... 86,450
1,800 TJX Companies, Inc. .................... 79,650
1,100 Wal-Mart Stores, Inc. .................. 55,619

826,082

Energy - 7.57%
1,400 Kerr-McGee Corp. ....................... $ 92,400
3,800 Occidental Petroleum Corp. ............. 111,863
1,600 Sonat, Inc. ............................ 71,000
2,200 Unocal Corp. ........................... 90,063
3,600 USX-Marathon Group ..................... 128,925
2,100 Williams Companies., Inc. .............. 66,413

560,664

Chemicals and Drugs - 6.66%
1,900 ALZA Corp.* ............................ 91,081
800 Bristol-Myers Squibb Co. ............... 84,700
1,800 Centocor, Inc.* ........................ 75,938
1,500 Elan Corp., PLC, ADR* .................. 93,188
1,200 Glaxo Wellcome PLC, ADR ................ 67,875
1,900 Pharmacia & Upjohn, Inc. ............... 79,919

492,701

Communication - 4.71%
4,000 AirTouch Communications, Inc.* ......... 212,500
2,400 Telefonos de Mexico SA, Class L, ADR ... 135,900

348,400

Health Services - 4.54%
2,000 Aetna, Inc. ............................ 161,625
1,000 Biogen, Inc.* .......................... 44,375
1,600 Columbia\HCA Healthcare Corp. .......... 52,700
1,100 United Healthcare Corp. ................ 77,275

335,975

Basic Materials - 4.54%
700 Dow Chemical, Inc. ..................... 67,681
1,000 Georgia Pacific Co. .................... 77,188
2,100 Praxair, Inc. .......................... 105,656
2,200 Willamette Industries, Inc. ............ 85,388

335,913

Transportation - 2.62%
400 Delta Air Lines, Inc. .................. 46,500
1,400 FDX Corp.* ............................. 95,200
1,100 Midwest Express Holdings, Inc.* ........ 52,319

194,019

Durable Goods - 2.50%
2,800 Raychem Corp. .......................... 112,525
1,300 Rockwell International Corp. ........... 72,719

185,244

COMMON STOCKS (continued)

Consumer Cyclical - 1.92%
10,000 Primedia, Inc.* ........................ $142,500

Utilities - 0.66%
1,500 PG & E Corp. ........................... 48,563

Total Common Stocks 6,769,480

(Cost $6,103,549 )

Par Value

U.S. GOVERNMENT OBLIGATION (A) - 1.32%

$100,000 U.S. Treasury Bill
5.141%, 11/12/98 97,275

Total U.S. Government Obligation 97,275

(Cost $97,216 )

CERTIFICATE OF DEPOSIT - 5.23%

387,055 State Street Eurodollar
5.000%, 05/01/98 387,055

Total Certificate of Deposit 387,055

(Cost $387,055 )

TOTAL INVESTMENTS - 98.00% 7,253,810

(Cost $6,587,820** )
OTHER ASSETS - 2.00% 148,215

TOTAL NET ASSETS - 100.00% $ 7,402,025

* Non-income producing security.
** Aggregate cost for Federal tax purposes
(A) Rate noted represents annualized yield at time of purchase.
ADR American Depository Receipt

Portfolio of Investments International Stock Fund (Unaudited)

Value
Shares (Note 2)
COMMON STOCKS - 92.25%

Argentina - 0.45%
900 Telefonica de Aregentina S.A., ADR .........$34,706
2,100 YPF S.A., ADR .............................. 73,238

107,944

Austria - 0.84%
700 Austria Mikro Systeme International AG ..... 53,720
11,100 Scala Business Solutions N.V.* .............136,261
100 Schoeller-Bleckmann Oilfield Equipment AG* . 12,513

202,494

Australia - 5.11%
91,776 Boral, Ltd. ................................211,909
39,841 Broken Hill Proprietary Co., Ltd. ..........389,795
18,700 Cochlear, Ltd. ............................. 82,330
23,582 Commonwealth Bank of Australia .............283,171
25,000 E.R.G., Ltd.* .............................. 18,263
403,916 M.I.M. Holdings, Ltd. ......................252,916

1,238,384

Belgium - 0.47%
1,370 Compagnie Maritime Belge S.A ...............108,125

Brazil - 2.46%
7,100 Banco Bradesco S.A., ADR ................... 65,164
2,600 Comanhia Brasileira de
Distribuicao Grupo Pao de Acucar, ADR ...... 69,225
4,600 Companhia Cervejaria Brahma, ADR ........... 60,663
1,600 Companhia Enegetica de Minaas
Gerais S.A., ADR ........................... 76,922
5,100 Companhia Paranaense de Energia-Copel, ADR . 72,675
61,300 Companhia Riograndense de Telecomunicacoes . 80,936
7,500 Souza Cruz S.A ............................. 61,317
900 Telecomunicacoes Brasileiras S.A., ADR .....109,631

596,533

Canada - 0.46%
5,900 Club Monaco, Inc.* ......................... 36,093
2,500 Maple Leaf Foods, Inc. ..................... 34,520
1,600 Queensway Financial Holdings, Ltd.* ........ 39,711

110,324

China - 0.24%
216,000 Shenzhen Expressway Co., Ltd. .............. 59,256

Chile - 0.55%
3,200 Administradora de Fondos
de Pensiones Provida, ADR ..................$57,200
2,800 Banco BHIF, ADR ............................ 34,825
2,500 Santa Isabel S.A., ADR ..................... 41,250

133,275

Columbia - 0.18%
2,300 Banco Ganadero S.A., ADR ................... 43,830

Czech Republic - 0.17%
1,400 Czeske Energeticke Zavody * ................ 41,826

Denmark - 0.07%
300 Falck A/S .............................. 17,495

Finland - 4.16%
3,700 Amer Group, Ltd.* .......................... 75,829
1,960 Asko Oyj, Class A .......................... 40,889
1,100 Huhtamaki .................................. 63,688
3,300 Rocla Oyj .................................. 40,639
1,200 Sampo Insurance Co.,Ltd, Class A ........... 54,259
2,700 Santasalo-Jot Oyj .......................... 37,965
18,455 UPM-Kymmene Oyj ............................554,612
400 Vaisala Oy, Class A ........................ 34,555
6,370 Valmet Oyj .................................105,727

1,008,163

France - 14.30%
129 C.E.A. Industries .......................... 14,379
400 Cerg Finance ............................... 38,263
800 Cia des Signaux S.A ........................ 47,780
2,436 Compagnie Financiere de Paribas, Class A ...259,365
8,190 Compagnie Generale des
Etablissements Michelin, Class B ......... 516,252
2,828 Dexia France ............................. 342,503
2,364 Eridania Beghin-Say S.A .................. 512,836
2,420 Groupe Danone ............................ 571,685
2,468 Lafarge S.A .............................. 233,210
700 Scor, ADR ................................ 43,225
1,684 Societe Television Francaise 1 ........... 236,729
3,816 Suez Lyonnaise des Eaux .................. 647,533

3,463,760

COMMON STOCKS (continued)

Germany - 8.77%
3,690 BASF AG ................................ $164,539
13,459 Bayer AG ............................... 600,145
4,980 BHF-Bank AG ............................ 201,521
1,300 Data Modul AG .......................... 82,604
2,040 Deutche Bank AG ........................ 158,279
27,509 Deutsche Telekom AG .................... 702,253
900 DIS Deutscher Industrie Service AG ..... 54,278
160 KSB AG Vorzug .......................... 53,152
5,800 Marseille-Kliniken AG* ................. 107,330

2,124,101

Greece - 0.33%
2,800 Hellenic Telecommunication
Organization S.A ....................... 80,132

Hong Kong - 4.15%
102,000 CDL Hotels International, Ltd. ......... 31,274
118,000 Esprit Holdings, Ltd. .................. 46,844
106,000 Giordano International, Ltd. ........... 24,632
3,300 Guangshen Railway Co., Ltd. ............ 32,381
150,310 Jardine Strategic Holdings, Ltd......... 390,806
75,000 Peregrine Investments Holdings, Ltd.(A) . 0
30,000 Shaw Brothers, Ltd. ..................... 17,428
9,000 South China Morning Post (Holdings), Ltd. 5,403
82,500 Swire Pacific, Ltd. ..................... 412,180
23,000 Yue Yuen Industrial Holdings ............ 44,391

1,005,339

Indonesia - 0.24%
33,000 PT Indah Kiat Pulp & Paper .............. 9,075
33,500 PT Indofood Sukses Makur ................ 14,238
53,000 PT Semen Gresik ......................... 35,775

59,088

Italy - 2.05%
4,300 Banca Popolare di Brescia ............... 65,525
2,205 Banca Popolare di Milano ................ 20,291
14,100 Manuli Rubber Industries SpA* ........... 76,395
38,000 Premafin Finanziaria SpA* ............... 34,250
56,960 Telecom Italia SpA* ..................... 300,255

496,716

India - 0.52%
4,900 Larsen & Toubro, Ltd. GDR ............... $61,689
3,400 State Bank of India GDR ................. 64,770

126,459

Ireland - 0.93%
6,000 Adare Printing Group PLC ................ 88,439
14,700 Anglo Irish Bank Corp. PLC .............. 33,017
11,900 Jurys Hotel Group PLC ................... 103,572

225,028

Israel - 0.51%
2,000 ECI Telecommunications, Ltd. ............ 61,000
3,900 Supersol, Ltd., ADR ..................... 62,400

123,400

Japan - 12.82%
2,000 ADERANS Co., Ltd. ....................... 47,302
7,800 Aiwa Co., Ltd. .......................... 232,809
33,000 Eisai Co., Ltd. ......................... 473,780
78,000 Hitachi, Ltd. ........................... 559,332
3,000 Honma Golf Co., Ltd. .................... 18,362
1,000 Kawasumi Laboratories ................... 15,603
3,000 Laox .................................... 20,855
109,000 Mazda Motor Corp.........* .............. 300,627
10,000 Namco, Ltd. ............................. 202,887
34 Nippon Telegraph & Telephone Corp. ...... 298,020
117,000 Nippon Yusen Kabushiki Kaisha ........... 384,578
400 Paris Miki, Inc. ........................ 6,438
74,460 Sekisui Chemical Co., Ltd. .............. 409,041
25,000 Toray Industries, Inc. .................. 134,502

3,104,136

Korea - 0.76%
3,600 Kookmin Bank, ADR ........................ 23,616
1,900 Samsung Electronics, GDR ................. 53,485
14,400 SK Telecom Co., Ltd., ADR* ...............107,100

184,201

COMMON STOCKS (continued)

Luxemburg - 0.21%
4,600 Quilmes Industrial SA, ADR ...............$50,888

Malaysia - 0.18%
28,000 Jaya Tiasa Holdings Berhad ............... 43,914

Mexico - 1.84%
16,000 Cemex S.A. de C.V., CPO* ................. 80,189
7,600 Fomento Economico
Mexicano, S.A. de C.V., Class B* ......... 57,090
26,000 Grupo Financiero Banamex
Accival, S.A. de C.V., Class B* .......... 80,637
3,700 Grupo Industrial Maseca S.A.
de C.V., ADR* ........................... 40,700
2,000 Panamerican Beverage, Class A ............ 79,750
4,200 Pepsi-Gemex S.A., ADR .................... 56,963
2,700 Tubos de Acero de Mexico S.A., ADR* ...... 49,613

444,942

Norway - 0.76%
7,300 P4 Radio Hele Norge ASA* ................. 85,173
1,800 Smedvig ASA, Class B ..................... 36,210
1,800 Sparebanken NOR .......................... 62,281

183,664

Netherlands - 0.21%
2,200 N.V. Holdingmaatschappij de Telegraaf .... 51,077

New Zealand - 0.97%
177,427 Carter Holt Harvey, Ltd. .................235,560

Portugal - 2.25%
274 Banco Comercial Portugues, S.A.,
Registered ............................... 9,519
9,454 Banco Totta & Acores, S.A., Registered ...354,101
1,278 Brisa-Auto Estradas de Portugal,S.A.,
Registered ............................... 56,985
2,200 Companhia de Seguros Mundial
Confianca, S.A.* ......................... 75,726
900 Portugal Telecom S.A., ADR* .............. 48,375

544,706

Phillipines - 0.13%
900 Benpres Holdings Corp., ADR .............. 3,093
3,600 Benpres Holdings Corp., GDR* ............. 12,911
8,000 Philippine National Bank* ................ 16,040

32,044

Poland - 0.32%
4,000 Bank Handlowly W. Warszawie .............. 76,400

Peru - 0.33%
14,000 Cerveceria Backus & Johnston S.A.,
Class T ..................................$10,901
3,100 Telefonica del Peru S.A., ADR ............ 68,588

79,489

South Africa - 0.96%
8,500 ABSA Group, Ltd. ......................... 73,580
6,300 Barlow, Ltd. ............................. 60,893
5,900 JD Group, Ltd. ........................... 60,121
4,100 Rembrandt Group, Ltd. .................... 37,317

231,911

Singapore - 2.77%
5,000 Asia Pulp & Paper Co., Ltd., ADR ......... 72,813
7,000 Robinson and Company, Ltd. ............... 20,790
56,949 Singapore Airlines, Ltd.,
Foreign Registered .......................370,663
43,626 United Overseas Bank, Ltd.,
Foreign Registered .......................206,758

671,024

Spain - 3.09%
700 Banco Pastor, S.A ........................ 79,744
7,000 Corp. Financiera Reunida, S.A.* .......... 78,825
3,164 Fuerzas Electricas de Cataluna,
S.A., Class A ... ........................ 33,654
34,527 Iberdrola, S.A ...........................555,424

747,647

Sweden - 1.10%
4,500 Caran AB, Class B ........................ 42,722
2,400 Elanders AB, Class B ..................... 40,300
3,600 Getinge Industrier AB, Class B ........... 79,979
1,200 Information Highway AB ................... 26,970
7,000 Monark Stiga AB .......................... 51,085
3,500 PartnerTech AB ........................... 24,638

265,694

Switzerland - 3.13%
200 Edipresse, S.A ........................... 63,970
120 Eichhof Holding AG, Registered ...........116,026
30 Liechtenstein Global Trust AG ............ 25,988
35 Moevenpick Holding AG .................... 20,174
750 Societe Suisse pour la Microeletronique
et l'Horlogerie AG ...................... 489,272
400 Swisslog Holdings AG, Registered* ........ 42,647

758,077

COMMON STOCKS (continued)

Thailand - 0.25%
55,000 Bangkok Expressway Public Co.,
Ltd., Foreign Registered* $ 43,402
44,300 Industrial Finance Corp. of Thailand,
Foreign Registered 18,339

61,741

United Kingdom - 12.85%
12,200 Ashtead Group PLC ....................... 55,099
12,300 Avis Europe PLC ......................... 47,526
127,142 British Steel PLC ....................... 338,146
3,800 Carpetright PLC ......................... 21,993
35,234 Cookson Group PLC ....................... 157,948
9,100 Corporate Services Group PLC ............ 36,684
2,400 Denison International PLC, ADR* ......... 43,200
9,300 Devro PLC ............................... 84,470
1,047 Euromoney Publications PLC .............. 34,168
58,800 FKI PLC ................................. 202,611
22,022 Greenalls Group PLC ..................... 174,972
15,900 Hogg Robinson PLC ....................... 76,064
6,500 Hozelock Group PLC ...................... 34,575
51,484 Imperial Tobacco Group PLC .............. 369,443
3,900 JBA Holdings PLC ........................ 35,227
3,800 National Express Group PLC .............. 59,177
88,443 Rolls-Royce PLC ......................... 412,749
15,400 Scholl PLC .............................. 97,114
233,994 Sears PLC ............................... 236,798
5,200 Seton Healthcare Group PLC .............. 55,667
4,400 Signet Group PLC* ....................... 93,500
57,771 Tomkins PLC ............................. 340,176
15,200 Victrex PLC ............................. 58,986
6,800 Westminster Health Care Holdings PLC .... 45,042

3,111,335

Venezuela - 0.36%
1,700 Compania Anonima Nacional
Telefonos de Venezuela, ADR .......... $56,950
7,800 Mavesa, S.A., ADR .................... 31,200

88,150

Total Common Stocks 22,338,272

(Cost $19,733,866)

PERFERRED STOCKS - 0.89%

Brazil - 0.64%
110,000 Banco Itau S.A.* ...................... 74,061
190,000 Companhia Cimento Portland Itau* ...... 43,195
110,000 Telecomunicacoes de Sao Paulo S.A ..... 37,415

154,671

Germany - 0.25%
2,200 Fielmann AG ........................... 61,312

Total Perferred Stocks 215,983

(Cost $201,249)

Units

REAL ESTATE INVESTMENT TRUST - 0.16%

Canada - 0.16%
6,400 Legacy Hotels ......................... 39,822

Total Real Estate Investment Trust 39,822

(Cost $43,629 )

CERTIFICATE OF DEPOSIT - 3.92%

$949,366 State Street Eurodollar
5.000%, 05/01/98 $ 949,366

Total Certificate of Deposit 949,366

(Cost $949,366 )

TOTAL INVESTMENTS - 97.22% 23,543,443

(Cost $20,928,110**)
OTHER ASSETS - 2.78% 672,470

TOTAL NET ASSETS - 100.00% $24,215,913

* Non-income producing security.
** Aggregate cost for Federal tax purposes
(A) As of January 8, 1998, Security has been suspended.
ADR American Depository Receipt
GDR Global Depository Receipt

OTHER INFORMATION:

Industry Concentration of Common and Preferred Stocks as a Percentage of Net
Assets:

% of Net Assets
Consumer Cyclical ........... 11.32%
Finance ..................... 10.95
Basic Materials ............. 9.36
Communication ............... 8.11
Consumer Staples ............ 8.09
Diversified Operations ...... 7.79
Chemicals & Drugs ........... 6.73
Energy ...................... 6.02
Retail ...................... 5.36
Transportation .............. 4.32
Manufacturing ............... 4.17
Technology .................. 3.64
Agriculture ................. 2.10
Media ....................... 1.92
Capital Goods ............... 1.11
Mining ...................... 1.03
Infrastructure .............. 0.23
Cash instruments/other assets 7.75

100.00%

As of April 30, 1998, the Fund had entered into the following forward foreign
currency exchange contracts resulting in net unrealized depreciation of $13,769.

<TABLE>
<CAPTION>
Net Unrealized
Appreciation
Contracts to Deliver In Exchange For Settlement Date (Depreciation)

<S> <C> <C> <C>
Hong Kong Dollars 2,845,850 U.S. Dollars 350,000 10/07/98 $ (15,200)
U.S. Dollars 31,588 Hong Kong Dollars 257,301 10/07/98 1,431

$ (13,769)
</TABLE>

Statements of Assets and Liabilities (Unaudited)

<TABLE>
<CAPTION>
Cash Reserves Bond
Fund Fund

ASSETS:
Investments (Note 2):
<S> <C> <C>
Investments at cost ............................... $3,366,190 $3,560,966
Net unrealized appreciation (depreciation) ........ -- (11,858)

Total Investments at value .................... 3,366,190 3,549,108

Cash .................................................... -- --
Foreign currency (Cost $1,051,972)(Note 2) .............. -- --
Receivables:
Investments sold ........................................ -- --
Fund shares sold ........................................ -- 7,815
Dividends and interest .................................. 41 58,388
Dividend tax reclaim .................................... -- --
Due from Adviser, net ................................... 14,496 13,921
Deferred organization costs ............................... 56,271 56,271
Prepaid insurance ......................................... 846 846

Total Assets ....................................... $3,437,844 $3,686,349

LIABILITIES:
Payables:
Investments purchased ................................... -- --
Fund shares repurchased ................................. -- --
Due to custodian ........................................ -- --
Administration and transfer agent fees .................. 7,930 7,966
Trustees' fees .......................................... 268 277
Distribution fees ....................................... 58 181
Shareholder servicing fees .............................. -- 741
Net unrealized depreciation in forward
currency contracts ..................................... -- --
Accrued expenses and other payables ....................... 22,688 22,617

Total Liabilities ........................... 30,944 31,782

NET ASSETS ................................................ $3,406,900 $3,654,567

NET ASSETS consist of
Paid-in Capital ......................................... $3,406,922 $3,667,766
Accumulated undistributed (distribution
in excess of) net investment income .................. -- --
Accumulated net realized gain (loss) on
investments sold, foreign currency
related transactions and futures contracts ........... (22) (1,341)
Net unrealized appreciation (depreciation) of
investments and foreign currency related
transactions .......................................... -- (11,858)

TOTAL NET ASSETS .......................................... $3,406,900 $3,654,567

Class A Shares:
Net Assets ............................................. $3,315,758 $3,295,044
Shares of beneficial interest outstanding .............. 3,315,770 330,686
NET ASSET VALUE and redemption price per share ......... 1.00 9.96

Sales charge of offering price* ........................ 0.06 0.45

Maximum offering price per share ....................... $1.06 $10.41

Class B Shares:
Net Assets ............................................. $91,142 $359,523
Shares of beneficial interest outstanding .............. 91,146 36,072

NET ASSET VALUE and offering$price per share** ......... $1.00 $9.97

<FN>
* Sales charge of offering price is 5.3% for the Cash Reserves Fund, 4.3% for
the Bond Fund, 5.3% for the Balanced Fund, 4.3% for the High Income Fund and
5.3% for the Growth and Income Fund, Capital Appreciation Fund and International
Stock Fund.

** Redemption price per share is equal to the Net Asset Value per share less any
applicable deferred sales charge.
</FN>
</TABLE>

See accompanying Notes to Financial Statements.

<TABLE>
<CAPTION>
Balanced High Income Growth and Income Capital Appreciation International Stock
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C>
$5,364,948 $6,543,780 $9,492,225 $6,587,820 $20,928,110
315,761 13,760 752,103 665,990 2,615,333

5,680,709 6,557,540 10,244,328 7,253,810 23,543,443
18,896 -- 9,578 9,931 712,842
-- -- -- -- 1,078,676

199,003 32,931 -- -- 209,606
241,353 76,990 364,081 180,574 22,389
41,741 120,231 8,450 2,962 35,313
-- -- -- -- 1,675
11,999 14,896 9,840 10,276 15,375
56,271 56,271 56,271 56,271 56,271
846 1,410 846 846 5,641

6,250,818 6,860,269 10,693,394 7,514,670 25,681,231

246,131 101,775 20,033 80,180 1,356,993
-- -- 738 194 150
-- 5,329 -- -- --
8,397 8,738 9,426 8,751 13,557
373 489 607 452 1,868
537 644 2,027 994 145
1,090 1,335 1,913 1,370 5,007

-- -- -- -- 13,769
21,562 25,480 18,875 20,704 73,829

278,090 143,790 53,619 112,645 1,465,318

$5,972,728 $6,716,479 $10,639,775 $7,402,025 $24,215,913

$5,670,524 $6,696,370 $9,837,902 $6,682,574 $20,641,295

(77) -- 2,412 (29) 17,490

(13,480) 6,349 47,358 53,490 947,627

315,761 13,760 752,103 665,990 2,609,501

$5,972,728 $6,716,479 $10,639,775 $7,402,025 $24,215,913

$4,768,309 $5,528,643 $6,546,218 $5,423,619 $23,937,247
440,762 550,168 566,423 462,593 2,032,786
$10.82 $10.05 $11.56 $11.72 $11.78

0.61 0.45 0.65 0.66 0.66

$11.43 $10.50 $12.21 $12.38 $12.44

$1,204,419 $1,187,836 $4,093,557 $1,978,406 $278,666
111,318 118,258 354,461 169,070 23,723

$10.82 $10.04 $11.55 $11.70 $11.75

</TABLE>

Statements of Operations for the Period Ended April 30, 1998(1) (Unaudited)

Cash Reserves Bond
Fund Fund
INVESTMENT INCOME:
Dividends .................................. $ -- $ --
Interest ................................... 59,400 67,701
Less: Foreign Taxes withheld............

Total investment income ................ 59,400 67,701

EXPENSES:
Management fees (Note 3) ...................... 4,372 5,587
Administration and transfer agent fees (Note 3) 29,990 30,032
Accounting fees (Note 3) ...................... 156 853
Registration expenses ......................... 12,444 12,502
Custodian fees ................................ 940 592
Professional fees ............................. 4,704 4,701
Reports to shareholder expense ................ 247 256
Trustees fees (Note 3) ........................ 559 572
Distribution fees (Note 3) .................... 153 385
Shareholder servicing fees (Note 3) ........... 2,794 --
Amortization of organization costs (Note 2) ... 11,505 11,505
Other expenses ................................ 7,465 6,634

Total expenses before reimbursement 72,535 6,413
Less reimbursement (Note 3) (66,377) (65,985)

Total expenses net of reimbursement 6,158 10,428

NET INVESTMENT INCOME 53,242 57,273

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 2)
Net realized gain (loss) on investments (including a net
realized gain on Foreign Currency Transactions of
$152,969 in the International Stock Fund) (22) (1,341)
Net realized gain (loss) on Futures Contracts -- --
Net change in unrealized appreciation (depreciation) on
investments (including a net unrealized depreciation
on Foreign Currency Related Transactions of $5,832
in the International Stock Fund) -- (11,858)

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (22) (13,199)

NET INCREASE IN NET ASSETS FROM OPERATIONS $53,220 $44,074

(1) Funds commenced operations on December 29, 1997.

See accompanying Notes to Financial Statements.

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

$41,949 $ -- $27,344 $12,274 $108,613
8,271 154,030 14,161 11,725 68,166
-- -- -- -- (17,384)

50,220 154,030 41,505 23,999 159,395

8,838 10,671 11,227 12,038 79,807
30,465 31,064 30,634 30,832 37,850
2,114 3,036 1,036 1,205 7,122
13,071 13,399 14,304 13,400 17,527
2,438 1,044 3,402 2,390 25,166
4,853 5,246 5,142 4,965 9,541
377 461 661 473 1,729
670 982 938 758 3,854
901 1,388 3,795 1,766 281
3,399 4,850 5,103 4,013 19,002
11,505 11,505 11,505 11,505 11,505
2,500 3,334 -- 2,447 4,148

81,131 86,980 87,747 85,792 217,532
(65,274) (66,210) (63,540) (64,764) (95,627)

15,857 20,770 24,207 21,028 121,905

34,363 133,260 17,298 2,971 37,490

(9,587) 6,349 5,114 (6,062) 947,627
(3,893) -- 42,244 59,552 --

315,761 13,760 752,103 665,990 2,609,501

302,281 20,109 799,461 719,480 3,557,128

$336,644 $153,369 $816,759 $722,451 $3,594,618

Statements of Changes in Net Assets (Unaudited)

<TABLE>
<CAPTION>
Cash Reserves Bond
Fund(1) Fund(1)
For the Period For the Period
Ended April 30, 1998 Ended April 30, 1998

<S> <C> <C>
NET ASSETS at beginning of period ..................................... $ 50,000 $ 50,000

Increase in net assets from operations:
Net investment income ......................................... 53,242 57,273
Net realized gain (loss) on investments sold .................. (22) (1,341)
Net change in unrealized appreciation (depreciation)
on investments ........................................ -- (11,858)

Net increase in net assets from operations .................... 53,220 44,074

Distributions to shareholders from:
Net investment income:
Class A ............................................... (52,440) (55,141)
Class B ............................................... (802) (2,132)

Total distributions ................................... (53,242) (57,273)

Capital Stock transactions:
Class A Shares
Shares sold ........................................... 3,528,449 3,261,240
Issued to shareholders in reinvestment of distributions 51,721 55,161
Shares redeemed ....................................... (313,391) (58,711)

Net increase from capital stock transactions .......... 3,266,779 3,257,690

Class B Shares
Shares sold ........................................... 115,031 358,839
Issued to shareholders in reinvestment of distributions 788 1,515
Shares redeemed ....................................... (25,676) (278)

Net increase from capital stock transactions .......... 90,143 360,076

Total increase in net assets .......................................... 3,356,900 3,604,567

NET ASSETS at end of period (including line A) ........................ $ 3,406,900 $ 3,654,567

(A) Undistributed (distribution in excess of)
net investment income ................................. $ -- $ --

OTHER INFORMATION:
Capital Share transactions:
Class A Shares
Shares sold ........................................... 3,528,440 326,136
Issued to shareholders in reinvestment of distributions 51,721 5,525
Shares redeemed ....................................... (313,391) (5,875)

Net increase in shares outstanding .................... 3,266,770 325,786

Class B Shares
Shares sold ........................................... 115,032 35,848
Issued to shareholders in reinvestment of distributions 788 152
Shares redeemed ....................................... (25,674) (28)

Net increase in shares outstanding .................... 90,146 35,972

<FN>
(1) Funds commenced operations on December 29, 1997.
(2) Represents less than 1/2 of a share.
</FN>
</TABLE>

See accompanying Notes to Financial Statements.

<TABLE>
<CAPTION>
Balanced High Income Growth and Income Capital Appreciation International Stock
Fund(1) Fund(1) Fund(1) Fund(1) Fund(1)
For the Period For the Period For the Period For the Period For the Period Ended
April 30, 1998 Ended April 30, 1998 Ended April 30, 1998 Ended April 30, 1998 Ended April 30, 1998

<S> <C> <C> <C> <C>
$50,000 $50,000 $50,000 $50,000 $50,000

34,363 133,260 17,298 2,971 37,490
(13,480) 6,349 47,358 53,490 947,627
315,761 13,760 752,103 665,990 2,609,501

336,644 153,369 816,759 722,451 3,594,618

(31,491) (122,086) (14,373) (2,999) (19,999)
(2,949) (11,174) (513) (1) (1)

(34,440) (133,260) (14,886) (3,000) (20,000)

4,489,934 5,339,248 5,942,115 4,752,735 20,312,539
31,429 121,861 14,359 2,999 19,999
(83,238) (4,050) (87,548) (16,059) (9,385)

4,438,125 5,457,059 5,868,926 4,739,675 20,323,153

1,180,081 1,180,196 3,937,121 1,897,147 268,317
2,839 9,365 511 1 1
(521) (250) (18,656) (4,249) (176)

1,182,399 1,189,311 3,918,976 1,892,899 268,142

5,922,728 6,666,479 10,589,775 7,352,025 24,165,913

$5,972,728 $6,716,479 $10,639,775 $7,402,025 $24,215,913

$(77) $-- $2,412 $(29) $17,490

440,757 533,564 568,284 458,914 2,026,813
2,978 12,122 1,294 293 1,949
(7,873) (418) (8,055) (1,514) (876)

435,862 545,268 561,523 457,693 2,027,886

110,982 117,252 355,933 169,334 23,636
267 931 45 --(2) --(2)
(31) (25) (1,617) (364) (13)

111,218 118,158 354,361 168,970 23,623

</TABLE>

Financial Highlights for a share outstanding at April 30, 1998

Cash Reserves Fund

Class A Class B

Period Period
Ended Ended
4/30/98(a)* 4/30/98(a)*

Net Asset Value, Beginning of Period ................... $1.00 $1.00
Income from Investment Operations:
Net investment income .................. 0.02 0.01

Total from investment operations 0.02 0.01

Less Distributions:
Distributions from net investment income (0.02) (0.01)

Total distributions ............ (0.02) (0.01)

Net increase in net asset value

Net Asset Value, End of Period ......................... $1.00 $1.00

Total Return 2 ......................................... 1.66% 1.38%

Ratios/Supplemental Data:
Net Assets, End of Period (in 000's) .................... $3,316 $91
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser1 .. 6.62% 7.37%
After reimbursement of expenses by Adviser1 .... 0.55% 1.30%
Ratios of net investment income to average net assets:
Before reimbursement of expenses by Adviser1 ... (1.18)% (1.93)%
After reimbursement of expenses by Adviser1 .... 4.89% 4.14%

1 Annualized.
2 Not annualized.
* Unaudited.
(a) Cash Reserves Fund Class A and Cash Reserves Fund Class B
commenced investment operations on December 29, 1997.

See accompanying Notes to Financial Statements.

Financial Highlights for a share outstanding at April 30, 1998

Bond Fund

Class A Class B

Period Period
Ended Ended
4/30/98(a)* 4/30/98(a)*

Net Asset Value, Beginning of Period .......................$10.00 $10.00
Income from Investment Operations:
Net investment income ...................... 0.17 0.15
Net realized and unrealized (loss) on
investments (0.04) (0.03)

Total from investment operations ... 0.13 0.12

Less Distributions:
Distributions from net investment income ... (0.17) (0.15)

Total distributions ................ (0.17) (0.15)

Net decrease in net asset value ............................ (0.04) (0.03)

Net Asset Value, End of Period ............................. $9.96 $9.97

Total Return2 .............................................. 1.35% 1.16%

Ratios/Supplemental Data:
Net Assets, End of Period (in 000s) ........................$3,295 $360
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser1 ...... 6.81% 7.56%
After reimbursement of expenses by Adviser1 ........ 0.90% 1.65%
Ratios of net investment income to average net assets:
Before reimbursement of expenses by Adviser1 ....... (0.75)% (1.50)%
After reimbursement of expenses by Adviser1 ........ 5.16% 4.41%
Portfolio Turnover ......................................... 59% 59%

1 Annualized.
2 Not annualized.
* Unaudited.
(a) Bond Fund Class A and Bond Fund Class B commenced investment
operations on December 29, 1997.

See accompanying Notes to Financial Statements..

Financial Highlights for a share outstanding at April 30, 1998

Balanced Fund

Class A Class B

Period Period
Ended Ended
4/30/98(a)* 4/30/98(a)*

Net Asset Value, Beginning of Period .....................$10.00 $10.00
Income from Investment Operations:
Net investment income .................... 0.09 0.06
Net realized and unrealized gain on
investments 0.82 0.82

Total from investment operations . 0.91 0.88

Less Distributions:
Distributions from and in excess of net
investment income ................... (0.09) (0.06)

Total distributions .............. (0.09) (0.06)

Net increase in net asset value .......................... 0.82 0.82

Net Asset Value, End of Period ...........................$10.82 $10.82

Total Return2 ............................................ 9.08% 8.82%

Ratios/Supplemental Data:
Net Assets, End of Period (in 000s) ......................$4,768 $1,204
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser1 .... 5.90% 6.65%
After reimbursement of expenses by Adviser1 ...... 1.10% 1.85%
Ratios of net investment income to average net assets:
Before reimbursement of expenses by Adviser1 .....(2.21)% (2.96)%
After reimbursement of expenses by Adviser1 ...... 2.59% 1.84%
Portfolio Turnover ....................................... 22% 22%

1 Annualized.
2 Not annualized.
* Unaudited.
(a) Balanced Fund Class A and Balanced Fund Class B commenced
investment operations on December 29, 1997.

See accompanying Notes to Financial Statements.

Financial Highlights for a share outstanding at April 30, 1998

High Income Fund

Class A Class B

Period Period
Ended Ended
4/30/98(a)* 4/30/98(a)*

Net Asset Value, Beginning of Period ................... $10.00 $10.00
Income from Investment Operations:
Net investment income .................. 0.24 0.21
Net realized and unrealized gain
on investments .................... 0.05 0.04

Total from investment operations... 0.29 0.25

Less Distributions:
Distributions from net investment income.. (0.24) (0.21)

Total distributions ............ (0.24) (0.21)

Net increase in net asset value ........................ 0.05 0.04

Net Asset Value, End of Period ......................... $10.05 $10.04

Total Return2 .......................................... 2.88% 2.50%

Ratios/Supplemental Data:
Net Assets, End of Period (in 000s) ................... $5,529 $1,188
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser1 .. 4.41% 5.16%
After reimbursement of expenses by Adviser1 .... 1.00% 1.75%
Ratios of net investment income to average net assets:
Before reimbursement of expenses by Adviser1 ... 3.53% 2.78%
After reimbursement of expenses by Adviser1 .... 6.94% 6.19%
Portfolio Turnover ..................................... 23% 23%

1 Annualized.
2 Not annualized.
* Unaudited.
(a) High Income Fund Class A and High Income Fund Class B commenced
investment operations on December 29, 1997.

See accompanying Notes to Financial Statements.

Financial Highlights for a share outstanding at April 30, 1998

Growth and Income Fund

Class A Class B

Period Period
Ended Ended
4/30/98(a)* 4/30/98(a)*

Net Asset Value, Beginning of Period ................... $10.00 $10.00
Income from Investment Operations:
Net investment income .................. 0.03 0.01
Net realized and unrealized gain
on investments .................... 1.56 1.55

Total from investment operations . 1.59 1.56

Less Distributions:
Distributions from net investment income (0.03) (0.01)

Total distributions .............. (0.03) (0.01)

Net increase in net asset value ........................ 1.56 1.55

Net Asset Value, End of Period ......................... $11.56 $11.55

Total Return2 .......................................... 15.95% 15.64%

Ratios/Supplemental Data:
Net Assets, End of Period (in 000s) ................... $6,546 $4,094
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser1 .. 4.11% 4.86%
After reimbursement of expenses by Adviser1 .... 1.00% 1.75%
Ratios of net investment income to average net assets:
Before reimbursement of expenses by Adviser1 ... (2.08)% (2.83)%
After reimbursement of expenses by Adviser1 .... 1.03% 0.28%
Portfolio Turnover ..................................... 1% 1%

1 Annualized.
2 Not annualized.
* Unaudited.
(a) Growth and Income Fund Class A and Growth and Income Fund Class B
commenced investment operations on December 29, 1997.

See accompanying Notes to Financial Statements.

Financial Highlights for a share outstanding at April 30, 1998

Capital Appreciation Fund

Class A Class B

Period Period
Ended Ended
4/30/98(a)* 4/30/98(a)*

Net Asset Value, Beginning of Period .....................$10.00 $10.00
Income from Investment Operations:
Net investment income .................... 0.01 0.01
Net realized and unrealized gain
on investments ....................... 1.72 1.70

Total from investment operations ... 1.73 1.71

Less Distributions:
Distributions from and in excess of net
investment income.................... (0.01) (0.01)

Total distributions ................ (0.01) (0.01)

Net increase in net asset value .......................... 1.72 1.70

Net Asset Value, End of Period ...........................$11.72 $11.70

Total Return2 ............................................ 17.31% 17.11%

Ratios/Supplemental Data:
Net Assets, End of Period (in 000s) ......................$5,424 $1,978
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser1 .... 5.23% 5.98%
After reimbursement of expenses by Adviser1 ...... 1.20% 1.95%
Ratios of net investment income to average net assets:
Before reimbursement of expenses by Adviser1 ..... (3.74)% (4.49)%
After reimbursement of expenses by Adviser1 ...... 0.31% (0.44)%
Portfolio Turnover ....................................... 2% 2%

1 Annualized.
2 Not annualized.
* Unaudited.
(a) Capital Appreciation Fund Class A and Capital Appreciation Fund
Class B commenced investment operations on December 29, 1997.

See accompanying Notes to Financial Statements.

Financial Highlights for a share outstanding at April 30, 1998

International Stock Fund

Class A Class B

Period Period
Ended Ended
4/30/98(a)* 4/30/98(a)*

Net Asset Value, Beginning of Period ................... $10.00 $10.00
Income from Investment Operations:
Net investment income .................. 0.01 0.01
Net realized and unrealized gain
on investments ................... 1.78 1.75

Total from investment operations . 1.79 1.76

Less Distributions:
Distributions from net investment income (0.01) (0.01)

Total distributions .............. (0.01) (0.01)

Net increase in net asset value ........................ 1.78 1.75

Net Asset Value, End of Period ......................... $11.78 $11.75

Total Return2 .......................................... 17.91% 17.61%

Ratios/Supplemental Data:
Net Assets, End of Period (in 000s) ................... $23,937 $279
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser1 .. 2.86% 3.61%
After reimbursement of expenses by Adviser1 .... 1.60% 2.35%
Ratios of net investment income to average net assets:
Before reimbursement of expenses by Adviser1 ... (0.76)% (1.51)%
After reimbursement of expenses by Adviser1 .... 0.50% (0.25)%
Portfolio Turnover ..................................... 22% 22%

1 Annualized.
2 Not annualized.
* Unaudited.
(a) International Stock Fund Class A and International Stock Fund Fund
Class B commenced investment operations on December 29, 1997.

See accompanying Notes to Financial Statements.

Notes to Financial Statements (Unaudited)

1. ORGANIZATION
MEMBERS Mutual Funds, a Delaware Business Trust (the "Trust"), is registered
under the Investment Company Act of 1940, as amended (the "1940 Act") as an
open-end, diversified management investment company. As of the date of this
report, the Trust offers seven Funds (individually, a "Fund", collectively, the
"Funds") each with two classes of shares: Class A and Class B. Each class of
shares represents interests in the assets of the Portfolio and has identical
voting, dividend, liquidation and other rights, except that each class of shares
bears its own distribution fees and its proportional share of fund level
expenses, is subject to its own sales charges, if any, and has exclusive voting
rights on matters pertaining to the Rule 12b-1 plan as it relates to that class.
The accompanying financial statements include the Cash Reserves Fund, Bond Fund,
Balanced Fund, High Income Fund, Growth and Income Fund, Capital Appreciation
Fund and International Stock Fund, each commencing operations on December 29,
1997.

The only transactions of the Funds prior to commencement of operations were the
sale of 49,000 Class A shares and 1,000 Class B shares of Cash Reserves Fund at
$1 per share and the sale of 4,900 Class A shares and 100 Class B shares of Bond
Fund, Balanced Fund, High Income Fund, Growth and Income Fund, Capital
Appreciation Fund and International Stock Fund at $10 per share on November 10,
1997.

2. SIGNIFICANT ACCOUNTING POLICIES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and 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 those estimates. The following is a summary of
significant accounting policies consistently followed by each Fund in the
preparation of its financial statements

Portfolio Valuation: Investments in securities which are traded on a recognized
stock exchange or for which price quotations are available will normally be
valued on the basis of market quotations furnished by a pricing service which
has been approved by The Board of Trustees. Short-term obligations that mature
in sixty days or less are valued at amortized cost, which constitutes fair
value. All other securities and other assets are appraised at their fair values
as determined in good faith by and under the general supervision of The Board of
Trustees.

Security Transactions and Investment Income: Security transactions are accounted
for on a trade date basis. Net realized gains or losses on sales are determined
by the identified cost method. Interest income is recorded on the accrual basis.
Dividend income is recorded on ex-dividend date.

Federal Income Taxes: It is each Fund's intention to qualify as a regulated
investment company for federal income tax purposes by complying with the
appropriate provisions of the Internal Revenue Code of 1986, as amended.
Accordingly, no provisions for federal income taxes are required in the
accompanying financial statements.

Classes: Class-specific expenses are borne by that class. Income, non-class
specific expenses, and realized and unrealized gains/losses are allocated to the
respective classes on the basis of relative net assets.

Expenses: Expenses that are directly related to one of the Funds are charged
directly to that Fund. Other operating expenses of the Fund are prorated to the
Funds on the basis of relative net assets.

Organization and Offering Costs: Each Fund bears all costs in connection with
its organization, including registration and notification fees and expenses with
respect to the sale of their shares under federal and state securities
regulation. These organization and offering costs are being amortized on a
straight-line basis over five years and one year, respectively. In the event any
of the initial shares of a Fund are redeemed by any holder thereof during the
amortization period, the proceeds of such redemptions will be reduced by an
amount equal to the pro-rata portion of unamortized deferred organizational
expenses in the same proportion as the number of shares being redeemed bears to
the number of initial shares of such Fund outstanding at the time of such
redemption. To the extent that proceeds of the redemptions are less than such
pro-rata portion of any unamortized organizational expenses, CIMCO has agreed to
reimburse the Fund promptly.

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

Foreign Currency Transactions: The books and records are maintained in U.S.
dollars. Foreign currency amounts are translated into U.S. dollars on the
following basis:

(1) market value of investment securities, assets and liabilities at the
current rate of exchange; and

(2) purchases and sales of investment securities, income, and expenses at the
relevant rates of exchange prevailing on the respective dates of such
transactions.

The High Income and International Stock Funds report certain foreign
currency-related transactions as components of realized gains or losses for
financial reporting purposes, whereas such components are treated as ordinary
income for federal income tax purposes.

Forward Foreign Currency Exchange Contracts: The High Income and International
Stock Funds may each purchase or sell forward foreign currency contracts for
defensive or hedging purposes when the Fund's Investment Adviser anticipates
that the foreign currency will appreciate or depreciate in value. The Funds
realize a gain or a loss at the time the forward contracts are closed out or
offset by a matching contract. As of April 30, 1998, International Stock Fund
had open forward foreign currency contracts.

Futures Contracts: The Funds (other than the Cash Reserves Fund) may purchase
and sell futures contracts and purchase and write options on futures contracts.
Cash or securities are deposited with brokers in order to establish and maintain
a position. Subsequent payments made or received by the Fund based on the daily
change in the market value of the position are recorded as unrealized gains or
losses until the contract is closed out, at which time the gains or losses are
realized.

3. ADVISORY, ADMINISTRATION AND DISTRIBUTION AGREEMENTS
The Trust has entered into an Investment Advisory Agreement with CIMCO Inc. (the
"Investment Adviser"). For its investment advisory services to the Portfolios,
CIMCO is entitled to receive a fee, which is calculated daily and paid monthly,
at an annual rate based upon the following percentages of average daily net
asset value: 0.40% for the Cash Reserves Fund; 0.50% for the Bond Fund; 0.65%
for the Balanced Fund; 0.55% for the High Income Fund and Growth and Income
Fund; 0.75% for the Capital Appreciation Fund and 1.05% for the International
Stock Fund. The Manager has entered into Subadviser Agreements for the
management of the investments of the High Income Fund and the International
Stock Fund. The Manager is solely responsible for the payment of all fees to the
Subadvisers. The Subadvisers for these funds are Massachusetts Financial
Services Company for the High Income Fund and IAI International Limited and
Lazard Asset Management for the International Stock Fund.

The Investment Adviser voluntarily agrees to waive a portion of its fees and to
reimburse the Funds for certain expenses so that total expenses will not exceed
certain expense limitations. The Investment Adviser at its discretion, may
revise or discontinue the voluntary fee waivers and expense reimbursements at
any time. The Investment Adviser has agreed to waive fees and/or reimburse
expenses with respect to the Funds in order that total expenses will not exceed
the following amounts:

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

For the period June 1, 1998 through October 31, 1998, the Investment Adviser has
also agreed to waive its 0.50% management fee on the Bond Fund.

For the period from commencement of fund operations on December 29, 1997 through
April 30, 1998, the adviser reimbursed expenses of $66,377 for the Cash Reserves
Fund, $65,985 for the Bond Fund, $65,274 for the Balanced Fund, $66,210 for the
High Income Fund, $63,540 for the Growth and Income Fund, $64,764 for the
Capital Appreciation Fund, and $95,627 for the International Stock Fund.

Any reimbursements made by the Investment Adviser to a Fund are subject to
repayment by the Fund within the subsequent eighteen months, to the extent that
the fund is able to make the repayment within its expense cap.

The Trust and First Data Investor Services Group, Inc. ("First Data"), which is
a wholly-owned subsidiary of First Data Corporation, are parties to an agreement
under which First Data provides administration services for a fee calculated
daily and paid monthly, at the annual rate of 0.15% of the first $500 million of
the combined average daily net assets and 0.12% of the next $500 million of the
combined average daily net assets and 0.09% of the combined average daily net
assets over $1 billion. Currently, at April 30, 1998, the Funds are at the
minimum of $3,500 per Fund, per Class, per month until aggregate net assets
reach $392 million.

In addition, First Data also provides certain fund accounting, custody
administration and transfer agency services pursuant to certain fee
arrangements. Pursuant to such fee arrangements, First Data compensates the
Trust's custodian bank, State Street, for its services in addition to the fees
First Data receives.

CUNA Brokerage Services, Inc. (CUNA Brokerage) serves as distributor of the
Funds. The Trust adopted Distribution Plans (the "Plans") with respect to the
Trust's Class A and Class B shares pursuant to Rule 12b-1 under the 1940 Act.
Under the Plans, the Trust will pay service fees for Class A and Class B shares
at an aggregate annual rate of 0.25% of each Fund's daily net assets
attributable to the respective class of shares. The Trust will also pay
distribution fees for Class B shares at an aggregate annual rate of 0.75% of
each Fund's daily net assets attributable to Class B. The distribution fees will
be used to reimburse CUNA Brokerage for its distribution expenses with respect
to Class B shares only, including but not limited to: (1) initial and ongoing
sales compensation to Selling Brokers and others engaged in the sale of Fund
shares, (2) marketing, promotional and overhead expenses incurred in connection
with the distribution of Fund shares, and (3) interest expenses on unreimbursed
distribution expenses. The service fees will be used to compensate Selling
Brokers and others for providing personal and account maintenance services to
shareholders.

Certain officers and trustees of the Funds are also officers of the Trust. The
Funds do not compensate its officers or affiliated trustees. Effective September
4, 1997, the Trust pays each unaffiliated trustee $1,000 per Board of Trustees
meeting attended.

4. Dividends from Net Investment Income and Distributions of Capital Gains
With respect to the Cash Reserves Fund, Bond Fund, and High Income Fund,
dividends from net investment income are declared daily and net realized gains
from investment transactions, if any, are distributed to shareholders annually.
The Balanced Fund declares dividends from net investment income monthly and net
realized gains from investment transactions, if any, are distributed to
shareholders annually. The Growth and Income Fund declares dividends from net
investment income quarterly and net realized gains from investment transactions,
if any, are distributed to shareholders annually. The Capital Appreciation Fund
and the International Stock Fund declare dividends from net investment income
annually and net realized gains from investment transactions, if any, are
distributed to shareholders annually.

5. Securities Transactions
For the period from commencement of fund operations on December 29, 1997 through
April 30, 1998, aggregate cost of purchases and proceeds from sales of
securities, other than short-term investments and futures contracts, were as
follows:

U.S. Government Other Investment
Securities Securities

Fund Purchases Sales Purchases Sales
Bond $2,016,141 $1,609,836 $3,296,442 $513,771
Balanced 1,208,516 700,078 4,631,459 276,005
High Income -- -- 774,183 1,326,181
Growth & Income -- -- 9,245,540 95,351
Capital Appreciation -- -- 6,210,361 100,749
International Stock -- -- 24,445,950 5,261,865

At April 30,1998, the aggregate gross unrealized appreciation (depreciation) and
net unrealized appreciation (depreciation) for all securities as computed on a
federal income tax basis for each fund were as follows:

Fund Appreciation (Depreciation) Net
Bond $6,372 $(18,230) $(11,858)
Balanced 336,157 (20,396) 315,761
High Income 61,669 (47,909) 13,760
Growth & Income 839,459 (87,356) 752,103
Capital Appreciation 732,793 (66,803) 665,990
International Stock 2,655,241 (39,908) 2,615,333

6. Foreign Securities
Each Fund may invest in foreign securities, although only the High Income Fund
and International Stock Fund anticipate having significant investments in such
securities. The International Stock Fund may invest all of its assets in foreign
securities and the High Income Fund may invest up to half of its assets in
foreign securities. No fund will concentrate its investments in any particular
foreign country.

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

7. Financial Instruments
Investing in certain financial instruments including forward foreign currency
contracts and futures contracts involves risk other than that reflected in the
Statement of Assets and Liabilities. Risk associated with these instruments
include potential for an imperfect correlation between the movements in the
prices of instruments and the prices of the underlying securities and interest
rates, an illiquid secondary market for the instruments or inability of
counterparties to perform under the terms of the contracts, and changes in the
value of foreign currency relative to the U.S. dollar. The High Income Fund and
International Stock Fund enter into these contracts primarily to protect these
Funds from adverse currency movement.

8. Concentration of Risk
The High Income Fund invests in securities offering high current income which
generally will be in the lower rating categories of recognized ratings agencies
(so-called "junk bonds"). These securities generally involve more credit risk
than securities in the higher rating categories. In addition, the trading market
for high yield securities may be relatively less liquid than the market for
higher-rated securities. The Funds use of leverage also increases exposure to
capital risk.

9. Shares of Beneficial Interest
Each fund is authorized to issue an unlimited number of shares of beneficial
interest with no par value. Each Fund currently offers two classes of shares,
Class A and Class B. At April 30, 1998, investments in shares of the Funds by
affiliates were as follows:

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

Cash Reserves A 1,524,856 1,523,840 --
B -- 1,014 --
Bond A 152,637 152,535 --
B -- 101 --
Balanced A -- 302,351 --
B -- 101 --
High Income A 511,716 -- --
B 102 -- --
Growth and Income A -- 150,349 150,450
B -- 100 --
Capital Appreciation A -- 150,046 150,146
B -- 100 --
International Stock A 300,292 500,387 1,201,170
B -- 100 --

Total Shares 2,489,603 2,780,924 1,501,766