DECLARATION FUND
N-30D, 2000-03-06
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THE WATER FUND
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE - $10,000
For the period from October 26, 1999 (commencement of operations)
to December 31, 1999

                                   12/31/99
                                   --------
The Water Fund                     $ 9,906
S&P 500 Total Return Index         $11,490


       The Water Fund Total Return                     S&P Total Return
       ---------------------------                   --------------------
       Commencement of Operations                    12/26//99 - 12/31/99
            through 12/31/99
       ---------------------------                   --------------------
                 (0.94)%                                    14.90%
       ---------------------------                   --------------------

o    The graph assumes an initial  $10,000  investment at October 26, 1999.  All
     dividends and distributions are reinvested.

o    At December  31, 1999,  the Fund's  value would have  decreased to $9,906 -
     total investment return of (0.94)% since October 26, 1999.

o    At December 31, 1999,  a similar  investment  in the S&P Total Return Index
     would  have  grown to  $11,490 - total  investment  return of 14.90%  since
     October 26, 1999.

<PAGE>

THE WATER FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                                       Value
                                                         Shares       (Note 2)
                                                         ------       --------
COMMON STOCK - 83.71%

APPLIANCES - 3.15%
Maytag Corp.                                              2,000     $     96,000
                                                                    ------------
BUILDING PRODUCTS - 6.02%
American Standard Cos., Inc.*                             4,000          183,500
                                                                    ------------
ELECTRONIC EQUIPMENT - 3.95%
Badger Meter, Inc.                                        4,000          120,500
                                                                    ------------
ENGINEERING - 3.03%
Tetra Tech, Inc.*                                         6,000           92,250
                                                                    ------------
FOOD & BEVERAGE - 6.97%
Groupe Danone ADR                                         2,000           93,125
Heinz (H.J.) Co.                                          3,000          119,438
                                                                    ------------
                                                                         212,563
                                                                    ------------
INDUSTRIAL - 6.06%
Lindsay Manufacturing Co.                                 2,000           36,500
Tecumseh Products Co. Cl A                                2,000           94,375
Vivendi ADR                                               3,000           53,914
                                                                    ------------
                                                                         184,789
                                                                    ------------
INTERNET SERVICES - 2.69%
VerticalNet, Inc.                                           500           82,000
                                                                    ------------
MISCELLANEOUS MANUFACTURING - 7.34%
Millipore Corp.                                           3,000          115,875
Pall Corp.                                                5,000          107,812
                                                                    ------------
                                                                         223,687
                                                                    ------------

<PAGE>

THE WATER FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                                       Value
                                                         Shares       (Note 2)
                                                         ------       --------
OIL & GAS - 5.83%
Eastern Enterprises, Inc.                                 2,000          114,875
Sclumberger, Ltd.                                         1,000           56,250
Transocean Sedco Forex, Inc.                                194            6,535
                                                                    ------------
                                                                         177,660
                                                                    ------------
STEEL - 0.46%
Northwest Pipe Co.*                                       1,000           14,000
                                                                    ------------
WATER - 38.21%
American States Water Co.                                 1,000           36,000
American Water Works                                     12,500          265,625
California Water Service Group                            2,000           60,625
Connecticut Water Services Group                          1,000           32,000
E'Town Corp.                                              2,800          174,300
Ionics, Inc.*                                             4,000          112,500
Middlesex Water Co.                                       2,500           80,000
Osmonics, Inc.*                                           3,500           32,156
Pennichuck Corp.                                          2,500           82,188
Philadelphia Suburban Corp.                               6,000          124,125
SJW Corp.                                                 1,000          120,250
Southwest Water Co.                                       3,000           45,000
                                                                    ------------
                                                                       1,164,769
                                                                    ------------

TOTAL COMMON STOCK (Cost $2,478,640)                                   2,551,718
                                                                    ------------

<PAGE>

THE WATER FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                                       Value
                                                         Shares       (Note 2)
                                                         ------       --------
FOREIGN STOCK - 0.72%

CHEMICALS - 0.72%
Israel Chemicals Ltd.
  (Cost $22,119)                                         20,000           21,972
                                                                    ------------
MISCELLANEOUS ASSETS - 16.28%
  Evergreen Money Market Trust Cl Y (Cost $496,306)     496,306          496,306
                                                                    ------------
TOTAL INVESTMENTS (Cost $2,997,065) - 100.71%                          3,069,996
                                                                    ------------
Liabilities in Excess of Other Assets - (0.71)%                         (21,713)
                                                                    ------------
TOTAL NET ASSETS -- 100.00%                                         $  3,048,283
                                                                    ============

* Non-income producing investment.
ADR - American Depository Receipt

                       See Notes to Financial Statements.

<PAGE>

THE WATER FUND
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1999
- --------------------------------------------------------------------------------

ASSETS:
     Investments, at market (identified cost $2,997,065)           $  3,069,996
     Receivables:
          Dividends and interest                                          4,853
                                                                   ------------
                Total assets                                          3,074,849
                                                                   ------------
LIABILITIES:
    Payables:
         Investment securities purchased                                 22,119
         Due to advisor                                                   3,812
         Accrued expenses                                                   635
                                                                   ------------
                Total liabilities                                        26,566
                                                                   ------------

NET ASSETS                                                         $  3,048,283
                                                                   ============
NET ASSETS CONSIST OF:
    Common stock (unlimited shares of no par value authorized,
         308,254 shares outstanding)                               $  3,054,443
    Undistributed net investment income                                     189
    Accumulated realized loss on investments                            (79,280)
    Net unrealized gain on investments                                   72,931
                                                                   ------------

         Total Net Assets                                          $  3,048,283
                                                                   ============

Net Asset Value, offering and redemption price per share           $       9.89
                                                                   ============


                       See notes to financial statements.

<PAGE>

THE WATER FUND
STATEMENT OF OPERATIONS
FOR THE PERIOD OCTOBER 26, 1999
(COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1999
- --------------------------------------------------------------------------------

INVESTMENT INCOME:
     Dividends                                                       $    7,357
     Interest                                                             6,484
                                                                     ----------
          Total investment income                                        13,841
                                                                     ----------
EXPENSES:
     Investment advisory fees                                             4,977
     Distribution fees                                                    1,244
     Service fees                                                         2,488
                                                                     ----------
          Total expenses                                                  8,709
                                                                     ----------

          Net investment income                                           5,132
                                                                     ----------

REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS:
     Net realized loss on investments                                   (79,280)
     Net change in unrealized appreciation on investments                72,931
                                                                     ----------
                                                                         (6,349)
                                                                     ----------

     NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS            $   (1,217)
                                                                     ==========

                       See notes to financial statements.

<PAGE>

THE WATER FUND
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD OCTOBER 26, 1999
(COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1999
- --------------------------------------------------------------------------------

Operations:
     Net investment income                                         $      5,132
     Net realized loss on investments                                   (79,280)
     Net change in unrealized appreciation on investments                72,931
                                                                   ------------
Net decrease in net assets resulting from operations                     (1,217)
                                                                   ------------

Distributions to shareholders from:
     Net investment income                                               (4,943)
                                                                   ------------
Capital Share Transactions:
     Proceeds from shares sold                                        3,049,500
     Proceeds from shares issued to holders
          in reinvestment of dividends                                    4,943
                                                                   ------------
     Net increase in net assets from Fund share transactions          3,054,443
                                                                   ------------

     Increase in net assets                                           3,048,283

     NET ASSETS:
          Beginning of period                                                --
                                                                   ------------
          End of period                                            $  3,048,283
                                                                   ============

                       See notes to financial statements.

<PAGE>

THE WATER FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Per Share Data (For a Share Outstanding from October 26, 1999
(commencement of operations) through December 31, 1999

                                                                For the Period
                                                               October 26, 1999
                                                               (commencement of
                                                                operations) to
                                                               December 31, 1999
                                                               -----------------
NET ASSET VALUE - BEGINNING OF PERIOD                             $    10.00
                                                                  ----------
Investment Operations:
     Net investment income                                              0.02
     Net realized and unrealized gain (loss) on investments            (0.11)
                                                                  ----------
          Total from investment operations                             (0.09)
                                                                  ----------

DISTRIBUTIONS TO SHAREHOLDERS:
     From net investment income                                        (0.02)
                                                                  ----------
          Total distributions                                          (0.02)
                                                                  ----------

NET ASSET VALUE - END OF PERIOD                                   $     9.89
                                                                  ==========

TOTAL RETURN                                                           (0.94)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in 000's)                              $    3,048
Ratio of expenses to average net assets                                 1.75%(1)
Ratio of net investment income to average net assets                    1.03%(1)
Portfolio turnover rate                                                 9.67%

(1) Annualized

                       See notes to financial statements.
<PAGE>

THE WATER FUND
- --------------------------------------------------------------------------------

NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     The  Water  Fund,  (the  "Fund")  is series  of the  Declaration  Fund (the
"Trust"). The Trust is registered under the Investment Company Act of 1940 as an
open-end diversified  management  investment company originally  incorporated in
Pennsylvania  on  April  9,  1981  and  registered  with  the   Commonwealth  of
Pennsylvania  as a  Pennsylvania  Business  Trust on May 16,  1990.  The  Fund's
investment strategy is to emphasize growth of capital. The Fund became effective
with the  Securities  and  Exchange  Commission  October 21, 1999 and  commenced
operations on October 26, 1999.

     The following is a summary of significant  accounting policies consistently
followed by the Fund.

a) Investment  Valuation--Common  stocks and other equity-type securities listed
on a securities exchange are valued at the last quoted sales price on the day of
the  valuation.  Price  information  on listed stocks is taken from the exchange
where  the  security  is  primarily  traded.  Securities  that are  listed on an
exchange  but which are not rated on the  valuation  date are valued at the most
recent bid prices.  Other  assets and  securities  for which no  quotations  are
readily  available  are valued at fair value as  determined in good faith by the
Investment  Advisor under the supervision of the Board of Directors.  Short-term
instruments  (those with remaining  maturities of 60 days or less) are valued at
amortized cost, which approximates market.

b) Federal  Income  Taxes--No  provision for federal  income taxes has been made
since the Fund has complied to date with the  provision of the Internal  Revenue
Code  applicable to regulated  investment  companies and intends to so comply in
the future and to distribute  substantially all of its net investment income and
realized  capital  gains in order to relieve  the Fund from all  federal  income
taxes.  As of December 31, 1999,  the Fund had available for federal  income tax
purposes an unused  capital  loss  carryover  of  approximately  $79,280,  which
expires in 2007.

c)  Distributions  to  Shareholders--Dividends  from net  investment  income and
distributions  of net realized  capital gains, if any, will be declared and paid
at least  annually.  Income and capital gain  distributions  are  determined  in
accordance with income tax regulations  that may differ from generally  accepted
accounting principles.

d) Use of Estimates--The  preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of contingent assets and

<PAGE>

THE WATER FUND
- --------------------------------------------------------------------------------

NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES-(CONTINUED)

liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates.

e)  Other--Investment  and shareholder  transactions are recorded on trade date.
The Fund  determines the gain or loss realized from the investment  transactions
by  comparing  the  original  cost of the  security  lot sold with the net sales
proceeds.  Dividend income is recognized on the  ex-dividend  date or as soon as
information  is available to the Fund,  and interest  income is recognized on an
accrual basis.

2.   CAPITAL SHARE TRANSACTIONS

     Transactions  in shares of the Fund for the period ended  December 31, 1999
were as follows:

                                                     SHARES        AMOUNT
     Sold ....................................      307,749      $3,049,500
     Reinvested ..............................          505           4,943
                                                    -------      ----------

     Net Increase ............................      308,254      $3,054,443
                                                    =======      ==========

3.   INVESTMENT TRANSACTIONS

     The aggregate  purchases  and sales of  investments,  excluding  short-term
investments,  by the  Fund for the  period  ended  December  31,  1999,  were as
follows:

     Purchases ...............................   $2,719,234

     Sales ...................................   $  139,195

     At December  31,  1999,  unrealized  appreciation  of  investments  for tax
purposes was as follows:

     Appreciation ............................   $  171,839
     Depreciation ............................      (98,908)
                                                 ----------

     Net appreciation on investments             $   72,931
                                                 ==========

<PAGE>

THE WATER FUND
- --------------------------------------------------------------------------------

NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999

3.   INVESTMENT TRANSACTIONS- (CONTINUED)

     At December  31,  1999,  the cost of  investments  for  federal  income tax
purposes was $2,997,065.

4.   ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS

     The Fund has entered into an Advisory  Agreement  with Avalon Trust Company
(the "Advisor") to provide investment  management services to the Fund. Pursuant
to the Advisory Agreement,  the Advisor is entitled to receive a fee, calculated
daily and  payable  monthly at the annual rate of 1.00% as applied to the Fund's
daily net assets.  For the period October 26, 1999  (commencement of operations)
to December 31, 1999, the Advisor received fees of $4,977.

     The Fund has entered into an Operating  Services  Agreement (the "Servicing
Agreement")  with the Advisor to provide or arrange for  day-to-day  operational
services  to the Fund.  Pursuant  to the  Servicing  Agreement,  the  Advisor is
entitled to receive a fee,  calculated  daily and payable  monthly at the annual
rate of 0.50% as applied to the Fund's daily net assets.  For the period October
26, 1999  (commencement of operations) to December 31, 1999 the Advisor received
fees of $2,488.

     The Fund and the Advisor have entered into an Investment  Company  Services
Agreement (the "ICSA") with  Declaration  Service Company to provide  day-to-day
operational  services to the Fund  including,  but not  limited to,  accounting,
administrative, transfer agent, dividend disbursing, registrar and recordkeeping
services.

     The Fund and the Advisor have entered into a  Distribution  Agreement  with
Declaration  Distributors,  Inc. to provide  distribution  services to the Fund.
Declaration Distributors, Inc. serves as underwriter/distributor of the Fund.

     The effect of the  Advisory  Agreement  and the  Servicing  Agreement is to
place a "cap" on the Funds' normal  operating  expenses at 1.50%. The only other
expenses incurred by the Fund are distribution  fees,  brokerage fees, taxes, if
any, legal fees relating to Fund litigation, and other extraordinary expenses.

     The Fund has  adopted a Plan of  Distribution  under  which it may  finance
activities  primarily  intended to sell  shares.  Under the Plan,  the  Advisor,
Avalon Trust  Company is paid a  distribution  fee at an annual rate of 0.25% of
average daily net assets of the Fund for distributing shares of the Fund and for
providing  certain  shareholder  services.  For  the  period  October  26,  1999
(commencement  of operations) to December 31, 1999, the Advisor received fees of
$1,244.

     Certain  directors  and officers of the Fund are  directors and officers of
the Advisor.

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have  audited the  accompanying  statement of assets and  liabilities  of The
Water  Fund  (the  "Fund"),  a series of The  Declaration  Fund,  including  the
schedule of investments,  as of December 31, 1999, and the related statements of
operations, the statement of changes in net assets, and the financial highlights
for the period  October 26, 1999  (commencement  of  operations) to December 31,
1999. These financial statements and financial highlights are the responsibility
of the Fund's  management.  Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting  amounts and disclosures in the financial  statements.  Our
procedures included confirmation of securities owned as of December 31, 1999, by
correspondence  with  the  custodian.  An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of The
Water Fund as of  December  31,  1999,  and the results of its  operations,  the
changes in its net assets,  and the financial  highlights for the period October
26, 1999  (commencement  of operations) to December 31, 1999, in conformity with
generally accepted accounting principles.


Abington, Pennsylvania                              Sanville & Company
February 2, 2000                                    Certified Public Accountants



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