AMWAY MUTUAL FUND INC
N-30D, 1999-08-17
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AMWAY MUTUAL FUND
7575 Fulton Street East
Ada, Michigan, 49355-7150

FORWARDING SERVICE REQUESTED

STANDARD A
U.S. POSTAGE
PAID
SOUTH SUBURBAN, IL
PERMIT NO. 3602

Amway
Mutual
Fund

Semi-Annual
Report
1999


                                AMWAY MUTUAL FUND

Dear Shareholders:
   I am pleased to provide you with the Semi-Annual Report to shareholders for
Amway Mutual Fund for the six months ended June 30, 1999. During the first six
months of 1999, stock markets continued to hit new highs amid a strong economy
and low inflation. During the second quarter of 1999, value stocks had an
advantage over growth stocks as the large cap growth dominance moderated and
gains in the stock market broadened. This style rotation was positive for your
Fund, which returned 12.1% in the first half of 1999, compared with a return of
11.7% for the S&P 500.
   The fear of rising inflation and the Federal Reserve Bank tightening credit
has lead to instability in the stock markets. We anticipate this instability
will continue into the second half of 1999. As the cost of borrowing for
companies increase, they reduce capital investment and profits are reduced.
Should interest rates continue to rise, your Fund's value strategy should
cushion any market downturns.
   There are many changes coming to your Fund. We will be introducing a new
family of funds shortly, expanding your choices of asset classes. Many new
services will also be added to the family of funds, increasing your options for
obtaining account and performance information and for buying and selling shares.
We will be launching our web site, with educational and investment tools to
assist you in reaching your investment goals. Statements showing your account
balance, asset allocation and transactions during the quarter will be provided
to you on a quarterly basis. The name of your Fund will change to Activa Value
Fund, as part of your new Activa Mutual Fund family. Be on the lookout for more
information on the new funds and services in the near future.
   We have been working hard to bring the latest technology and highest level of
service to your Fund. We know you will be pleased with the changes and the many
new options that will be available.
Sincerely,



James J. Rosloniec
President

Trustees
Richard A. DeWitt
Allan D. Engel
Donald H. Johnson
Walter T. Jones
James J. Rosloniec
Richard E. Wayman

Transfer Agent
Amway Management Company
7575 Fulton Street East
Ada, Michigan  49355-7150

Custodian
The Northern Trust Company
50 South LaSalle Street
Chicago IL 60675

Auditors                     Investment Adviser
BDO Seidman, LLP             Amway Management Company
99 Monroe Avenue, NW         7575 Fulton Street East
Grand Rapids Michigan 49503  Ada, Michigan 49355-7150

Legal Matters                Sub-Advisor
John Dougherty               Ark Asset Management Co., Inc.
Attorney at Law              125 Broad Street
55 Connecticut Ave., NW      12th Floor
Washington DC 20035          New York, NY 10004


                                                               August 20, 1999


                                       2
<PAGE>



                                AMWAY MUTUAL FUND
                             SCHEDULE OF INVESTMENTS
                            June 30, 1999 (Unaudited)

                                         % of          Shares or       Market
                                      Investments      Par Value        Value
                                      -----------     -----------    -----------

BANKING                                  7.32%
   Bank of America Corporation                          73,600       5,395,800
   Bank One Corp.                                       39,400       2,346,763
   BankBoston Corp.                                     80,500       4,115,563
   Keycorp.                                             17,900         575,037
   Washington Mutual, Inc.                             101,400       3,587,025
                                                                  ------------
                                                                    16,020,188
                                                                  ------------

BUSINESS SERVICES                        1.94%
   Bell Atlantic Corp.                                  64,864       4,240,484
                                                                  ------------

CHEMICALS & ALLIED PRODUCTS              3.24%
   Air Products & Chemicals, Inc.                       83,100       3,344,775
   DuPont (E. I.) De Nemours                            54,800       3,743,525
                                                                  ------------
                                                                     7,088,300
                                                                  ------------

COMMUNICATION                            5.81%
   AT&T Corp.                                           57,200       3,192,475
   GTE Corp.                                            69,600       5,272,200
   US West, Inc.                                        72,400       4,253,500
                                                                  ------------
                                                                    12,718,175
                                                                  ------------

CREDIT AGENCIES OTHER THAN BANKS         0.83%
   Household International, Inc.                        38,200       1,809,725
                                                                  ------------

ELECTRIC & ELECTRONIC EQUIPMENT          5.55%
   Alliedsignal, Inc.                                   31,000       1,953,000
   Compaq Computer Corp.                               181,000       4,287,438
   Emerson Electric Co.                                 47,500       2,986,563
   Raytheon Co. Class A                                 30,700       2,114,462
   Raytheon Co. Class B                                 11,500         809,312
                                                                  ------------
                                                                    12,150,775
                                                                  ------------

ELECTRIC, GAS, & SANITARY SERVICES       6.34%
   American Electric Power Co.                          47,000       1,765,438
   FPL Group, Inc.                                      39,200       2,141,300
   FirstEnergy Corp.                                    78,100       2,421,100
   Public Service Enterprises Group                     48,800       1,994,700
   Texas Utilities Co.                                  68,400       2,821,500
   Waste Management Inc.                               *50,800       2,730,500
                                                                  ------------
                                                                    13,874,538
                                                                  ------------


The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>




                                AMWAY MUTUAL FUND
                             SCHEDULE OF INVESTMENTS
                            June 30, 1999 (Unaudited)

                                         % of          Shares or       Market
                                      Investments      Par Value        Value
                                      -----------     -----------    -----------

FABRICATED METAL PRODUCTS                2.96%
   Crown Cork & Seal Company                            89,500       2,550,750
   Masco Corp.                                         135,800       3,921,225
                                                                  ------------
                                                                     6,471,975
                                                                  ------------

FOOD AND KINDRED PRODUCTS                5.27%
   Archer-Daniels-Midland                              273,410       4,220,767
   BestFoods                                            32,900       1,628,550
   Conagra, Inc.                                       121,800       3,242,925
   The Pepsi Bottling Group, Inc.                      106,000       2,444,625
                                                                  ------------
                                                                    11,536,867
                                                                  ------------

FURNITURE AND FIXTURES                   1.59%
   Newell Rubbermaid, Inc.                              74,800       3,478,200
                                                                  ------------

GENERAL MERCHANDISE STORES               4.69%
   Federated Department Stores                         *78,700       4,166,181
   May Dept. Stores Co.                                 80,450       3,288,394
   Sears, Roebuck & Company                             63,100       2,811,894
                                                                  ------------
                                                                    10,266,469
                                                                  ------------

HEALTH SERVICES                          1.27%
   Tenet Healthcare Corp.                             *149,600       2,776,950
                                                                  ------------

INSTRUMENTS AND RELATED PRODUCTS         3.78%
   Baxter International, Inc.                           71,900       4,358,937
   Eastman Kodak Co.                                    57,800       3,915,950
                                                                  ------------
                                                                     8,274,887
                                                                  ------------

INSURANCE AGENTS, BROKERS, & SERVICE     1.44%
   Cigna Corp.                                          35,400       3,150,600
                                                                  ------------

INSURANCE CARRIERS                      10.29%
   Aetna Inc.                                           60,100       5,375,194
   Allstate Corp.                                      118,900       4,265,538
   Chubb Corp.                                          71,100       4,941,450
   Loews Corp.                                          21,500       1,701,187
   St. Paul Cos., Inc.                                 105,000       3,340,312
   Unum Corp.                                           52,700       2,885,325
                                                                  ------------
                                                                    22,509,006
                                                                  ------------

The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>



                                AMWAY MUTUAL FUND
                             SCHEDULE OF INVESTMENTS
                            June 30, 1999 (Unaudited)

                                        % of          Shares or       Market
                                     Investments      Par Value        Value
                                     -----------     -----------    -----------

MACHINERY, EXCEPT ELECTRICAL            2.32%
   Deere & Co.                                         78,100       3,094,713
   Seagate Technology                                 *77,700       1,991,062
                                                                 ------------
                                                                    5,085,775
                                                                 ------------

OIL AND GAS EXTRACTION                 12.03%
   Burlington Resources                                83,000       3,589,750
   Conoco, Inc. CL A                                  170,000       4,738,750
   Halliburton Co.                                     52,700       2,384,675
   Occidental Petroleum Corp.                          89,500       1,890,688
   Praxair, Inc.                                       74,400       3,640,950
   Schlumberger Ltd.                                   18,300       1,165,481
   Tenneco, Inc.                                       48,500       1,157,937
   USX-Marathon Group                                  52,600       1,712,787
   Union Pacific Resources                            147,000       2,397,938
   Unocal Corp.                                        91,800       3,637,575
                                                                 ------------
                                                                   26,316,531
                                                                 ------------

PAPER & ALLIED PRODUCTS                 6.66%
   Champion International Corp.                        63,200       3,025,700
   Fort James Corp.                                   117,100       4,435,163
   International Paper Co.                             85,800       4,332,900
   Kimberly-Clark Corp.                                48,600       2,770,200
                                                                 ------------
                                                                   14,563,963
                                                                 ------------

PETROLEUM & COAL PRODUCTS               2.15%
   Amerada Hess Corp.                                  39,800       2,368,100
   Atlantic Richfield Company                          15,600       1,303,575
   Texaco, Inc.                                        15,200         950,000
   Tosco Corp.                                          3,200          83,000
                                                                 ------------
                                                                    4,704,675
                                                                 ------------

PRINTING AND PUBLISHING                 0.93%
   Gannett Co.                                         28,500       2,034,187
                                                                 ------------

RAILROAD TRANSPORTATION                 5.05%
   Burlington Northern Santa Fe                       143,400       4,445,400
   CSX Corp.                                           83,800       3,797,188
   Norfolk Southern Corp.                              93,100       2,804,637
                                                                 ------------
                                                                   11,047,225
                                                                 ------------

The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>


                                AMWAY MUTUAL FUND
                             SCHEDULE OF INVESTMENTS
                            June 30, 1999 (Unaudited)

                                         % of          Shares or       Market
                                      Investments      Par Value        Value
                                      -----------     -----------    -----------


RUBBER AND MISC. PLASTICS PRODUCTS       1.53%
   Goodyear Tire & Rubber Co.                           56,800       3,340,550
                                                                  ------------

STONE, CLAY & GLASS PRODUCTS             1.16%
   PPG Industries                                       43,100       2,545,594
                                                                  ------------

TRANSPORTATION EQUIPMENT                 4.28%
   Dana Corp.                                          102,400       4,716,800
   Ford Motor Co.                                       34,700       1,958,381
   Lockheed Martin Corp.                                72,500       2,700,625
                                                                  ------------
                                                                     9,375,806
                                                                  ------------

WHOLESALE TRADE - DURABLE GOODS          0.66%
   Delphi Automotive Systems                            77,800       1,444,162
                                                                  ------------

WHOLESALE TRADE - NONDURABLE GOODS       0.91%
   McKesson HBOC, Inc.                                  62,000       1,991,750
                                                                  ------------

Total Common Stock (Cost $207,439,451) 100.00%                   $218,817,357
                                                                  ============


*Non-dividend producing as of  June 30, 1999

The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>



                                AMWAY MUTUAL FUND
                       STATEMENT OF ASSETS AND LIABILITIES
                            FOR THE SIX MONTHS ENDED
                            June 30, 1999 (Unaudited)

ASSETS
  Investments in securities, at market
   (identified cost $207,439,451)
   (Notes 1 and 5)                      $218,817,357
Cash                                         514,589
Receivables:
   Securities sold                           954,089
   Dividends                                 449,868
   Fund shares sold                          102,945
   Interest                                   25,335
   Miscellaneous                               1,953
  Prepaid insurance                            5,326
  Reorganization costs                       122,906
                                         -----------
TOTAL ASSETS                             220,994,368

LIABILITIES
  Accounts payable:
   Advisory fee (Note 6)                     257,898
   Fund shares redeemed                      231,183
   12b-1 fee (Note 6)                        128,011
   Transfer agent fee (Note 6)                65,388
                                         -----------
TOTAL LIABILITIES                            682,480
                                         -----------

  NET ASSETS
  Capital stock (40,000,000 shares
   of $1.00 par value authorized),
   amount paid in on 27,358,945
   shares outstanding (Note 4)           196,970,527
  Undistributed net investment
   income                                  1,141,104
  Accumulated net realized
   gain on investments                    10,822,350
  Net unrealized appreciation
   on investments                         11,377,907
                                         -----------

TOTAL NET ASSETS
  (equivalent to $8.05 per share)       $220,311,888
                                         ===========

  Net asset value per share:
  Class A - based on net assets
   of $219,806,609 and 27,295,992
   shares outstanding                         $8.05
  Class R - based on net assets
   of $505,279 and 62,953
   shares outstanding                         $8.03


The accompanying notes are an integral part of these financial statements.

                                       7
<PAGE>




                                AMWAY MUTUAL FUND
                               STATEMENT OF INCOME
                            FOR THE SIX MONTHS ENDED
                            June 30, 1999 (Unaudited)


INVESTMENT INCOME
  Income
   Dividends                              $1,986,273
   Interest                                  110,900
   Securities litigation settlement            3,846
                                         -----------
  Total income                             2,101,018

  Expenses
   Advisory fee (Note 6)                     487,902
   12b-1 fee - Class A (Note 6)              238,570
   Transfer agent fees - Class A (Note 6)    129,506
   Transfer agent fees - Class R (Note 6)        413
   Custodian fee                              25,521
   Legal services                             20,815
   Shareholder communications                 18,100
   Data processing service (Note 7)           15,558
   Amortization of reorganization costs       15,075
   Audit fees                                 13,213
   Registration fees                          11,403
   Insurance                                   5,950
                                         -----------
  Total expenses                             982,024
   Fees paid indirectly (Note 7)             -15,558
                                         -----------
  Net expenses                               966,466
                                         -----------
NET INVESTMENT INCOME                      1,134,552


REALIZED AND UNREALIZED
GAIN ON INVESTMENTS
  Net realized gain (Note 5)              11,400,567
  Unrealized appreciation on
  investments
   Beginning of year                       2,459,552
   June 30, 1999                          11,377,907
                                         -----------
  Net change in unrealized
  appreciation on investments              8,918,355
                                         -----------
NET GAIN ON INVESTMENTS                   20,318,922
                                         -----------

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS                $21,453,474
                                         ===========

The accompanying notes are an integral part of these financial statements.

                                       8
<PAGE>

<TABLE>
<CAPTION>


                                AMWAY MUTUAL FUND
                       STATEMENT OF CHANGES IN NET ASSETS

                                                                      Six Months Ended      Year Ended
                                                                        June 30, 1999    December 31, 1998
                                                                        (Unaudited)           (Audited)

NET ASSETS FROM OPERATIONS
<S>                                                                    <C>                  <C>
   Net investment income                                               $ 1,134,552          $ 1,665,189
   Net realized gain on investments                                     11,400,567           25,406,792
   Net increase (decrease) in unrealized appreciation                    8,918,355          (10,357,465)
                                                                       -----------          -----------
   Net increase in net assets resulting from operations                 21,453,474           16,714,516
                                                                       -----------          -----------

DISTRIBUTIONS TO SHAREHOLDERS (Note3) Net investment:
   Class A                                                                      --           (1,662,878)
   Class R                                                                      --               (1,625)
   Net realized gain from investment transactions:
   Class A                                                                      --          (25,670,393)
   Class R                                                                      --              (19,517)
                                                                       -----------          -----------
   Total distributions to shareholders                                          --          (27,354,413)
                                                                       -----------          -----------

CAPITAL SHARE TRANSACTIONS (Notes 4 and 6)
Net proceeds from sale of shares:
   Class A                                                              31,935,180           65,648,672
   Class R                                                                 352,185              135,152
   Net asset value of shares issued to shareholders in reinvestment of
   investment income and realized gain from security transactions:
   Class A                                                                      --           25,976,297
   Class R                                                                      --               21,142
   Payment for shares redeemed:
   Class A                                                             (13,384,295)         (40,349,536)
   Class R                                                                     (61)                  --
                                                                       -----------          -----------
   Net increase in net assets derived from
   capital share transactions                                           18,903,009           51,431,727
                                                                       -----------          -----------
   Net Increase in Net Assets                                           40,356,483           40,791,830
NET ASSETS
   Beginning of period                                                 179,955,405          139,163,575
                                                                       -----------          -----------
   End of period (includes undistributed net investment income of
      $1,141,104 and $6,548, respectively)                            $220,311,888         $179,955,405
                                                                       ===========          ===========

</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       9
<PAGE>


                                AMWAY MUTUAL FUND
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

   Amway Mutual Fund (Fund) is a series of Amway Mutual Fund Trust (Trust), an
open-end management investment company registered under the Investment Company
Act of 1940. The Trust was organized as a Delaware business trust on February 2,
1998. The Fund is the successor of Amway Mutual Fund, Inc. (See Note 2)

     (A)  Share Class-The Fund offers two classes of shares (Class A and Class
          R). Each share of Class A and Class R represents an equal
          proportionate interest in the Fund and, generally, will have identical
          voting, dividend, liquidation, and other rights and the same terms and
          conditions. Each class will have exclusive voting rights with respect
          to matters affecting only that class. Each class bears different
          distribution, shareholder servicing and transfer agent expenses.
          Income, non-class specific expenses, and realized and realized and
          unrealized gains or losses on investments are allocated to each class
          of shares based on its relative net assets.

     (B)  Security Valuation-Investments in securities listed or admitted to
          trading on a national securities exchange are valued at their last
          reported sale price before the time of valuation. If a security is
          traded only in the over-the-counter market, or if no sales have been
          reported for a listed security on that day, it is valued at the mean
          between the current closing bid and ask prices. Securities for which
          market quotations are not readily available, including any restricted
          securities (none at June 30, 1999), and other assets of the Fund are
          valued at fair market value as determined in good faith by the Fund's
          Board of Trustees.

     (C)  Federal Income Taxes-It is the Fund's policy to comply with the
          requirements of the Internal Revenue Code applicable to regulated
          investment companies and to make distributions of income and capital
          gains sufficient to relieve it from substantially all federal income
          taxes.

     (D)  Security Transactions and Related Investment Income-Security
          transactions are accounted for on the trade date and dividend income
          is recorded on the ex-dividend date. Interest income is recorded on
          the accrual basis. Realized gains and losses from security
          transactions and unrealized appreciation and depreciation of
          investments are reported on a specific identification basis. Dividends
          and distributions to shareholders are recorded by the Fund on the
          ex-dividend date.

     (E)  Reorganization Costs-Costs incurred during the Fund's reorganization
          and issuance of Class R shares are being amortized over a period of 60
          months using the straight-line method.

NOTE 2-REORGANIZATION AND REGISTRATION OF CLASS R SHARES

   The Fund, formerly Amway Mutual Fund, Inc., was reorganized as a series of
the Trust in accordance with the Agreement and Plan of Reorganization, approved
on April 28, 1998 by the shareholders and Board of Trustees of Amway Mutual
Fund, Inc.
   In 1998, the Fund began offering Class R shares, following their registration
with the SEC on November 1, 1998. These shares are offered to tax-exempt
retirement and benefit plans of Amway Corporation and its affiliates, and are
not subject to any sales charges or 12b-1 distribution fees.

NOTE 3-DISTRIBUTION TO SHAREHOLDERS

   On December 18, 1998, a distribution of $1.3117 and $1.3345 aggregating
$27,333,271 and $21,142 was declared from ordinary income and net realized gains
from investment transactions (including $.6516 applicable to short-term gains
that are taxable to shareholders as ordinary income dividends and $.5803
applicable to long-term gains) during 1998, for Class A and Class R,
respectively. The dividend was paid on December 23, 1998 to shareholders of
record on December 17, 1998.


                                       10
<PAGE>



                                AMWAY MUTUAL FUND
                          NOTES TO FINANCIAL STATEMENTS
                             (Unaudited) (Continued)

NOTE 4-CAPITAL STOCK

   At June 30, 1999, there were 40,000,000 shares of $1.00 par value capital
stock authorized. Transactions in capital stock were as follows:
<TABLE>
<CAPTION>

                                                           Six Months                   Year Ended
                                                             Ended                        December
                                                         June 30, 1999                   31, 1998
                                                         ------------                  ------------


      Shares                                        Class A       Class R        Class A        Class R
                                                    -------       -------        -------        -------
<S>                                              <C>                <C>       <C>
         Outstanding, beginning of period        25,036,115         18,916    17,999,216             --
         Sold                                     4,054,209         44,045     8,659,484         15,908
         Issued in payment of dividends                  --             --     3,684,581          3,008
                                                  ---------      ---------     ---------      ---------
                                                  4,054,209         44,045    12,344,065         18,916
         Redeemed                                 1,794,332              8     5,307,166             --
                                                  ---------      ---------     ---------      ---------
         Net increase for the period              2,259,877         44,037     7,036,899         18,916
                                                  ---------      ---------     ---------      ---------
         Outstanding, end of period              27,295,992         62,953    25,036,115         18,916
</TABLE>

NOTE 5-INVESTMENT TRANSACTIONS

   At June 30, 1999, the cost of investments owned was $207,842,402 for federal
income tax purposes. Aggregate gross unrealized gains on securities in which
there was an excess of market value over tax cost were $19,103,620. Aggregate
gross unrealized losses on securities in which there was an excess of tax cost
over market value were $8,128,664. Net unrealized gains for tax purposes were
$10,974,956 at June 30, 1999.
   Realized gains from sales of investments were determined on the basis of
specific identification. For tax purposes gains of $11,287,558 were realized on
investments.
   For the period ended June 30, 1999, cost of purchases and proceeds from sales
of investments, other than corporate short-term notes, aggregated $94,400,821
and $68,912,546, respectively.

NOTE 6-INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

   The Fund has entered into an Advisory and Service Contract (Contract) with
Amway Management Company (Investment Advisor). Under the Contract, the Fund
employs the Investment Advisor to furnish investment advice and manage on a
regular basis the investment portfolio of the Fund; to furnish for the use of
the Fund, office space and all necessary office facilities, equipment and
personnel for servicing the investments of the Fund, and (with certain
exceptions) administering its affairs; and to pay the salaries and fees of all
Officers and Trustees of the Fund. Except when otherwise specifically directed
by the Fund, the Investment Advisor will make investment decisions on behalf of
the Fund and place all orders for the purchase and sale of portfolio securities
for the Fund's account. The Investment Advisor shall be permitted to enter into
an agreement with another advisory organization (sub-advisor), whereby the
sub-advisor will provide all or part of the investment advice and services
required to manage the Fund's investment portfolio as provided for in this
agreement. In return for its Investment Advisor services, the Fund pays the
Investment Advisor quarterly, pursuant to the contract, a fee at the annual rate
of 0.55% on the first $100 million of average daily net assets of the Fund,
0.50% on the next $50 million in assets, and 0.45% on the next $50 million in
assets. When the Fund's assets reach $200 million, the rate would be 0.50 % on
assets up to $200 million and 0.45% on assets in excess of $200 million, so long
as the Fund continued to have at least $200 million in assets. The advisory fee
incurred by the Fund amounted to $487,902 for the period ended June 30, 1999.


                                       11
<PAGE>


                                AMWAY MUTUAL FUND
                          NOTES TO FINANCIAL STATEMENTS
                             (Unaudited) (Continued)

   The Investment Advisor has entered into a Sub-Advisory Agreement with Ark
Asset Management Co., Inc. (Sub-Advisor). Under the Sub-Advisory Agreement, the
Advisor employs the Sub-Advisor to furnish investment advice and manage on a
regular basis the investment portfolio of the Fund, subject to the direction of
the Advisor, the Board of Trustees of the Fund, and to the provisions of the
Fund's current Prospectus. Except when otherwise specifically directed by the
Fund or the Advisor, the Sub-Advisor will make investment decisions on behalf of
the Fund and place all orders for the purchase or sale of portfolio securities
for the Fund's account. For services rendered, the Investment Advisor, not the
Fund, pays the Sub-Advisor a fee at the annual rate of 0.45% on the first $100
million of average daily net assets of the Fund, 0.40% on the next $50 million
in assets and 0.35% on the next $50 million in assets. When the Fund's assets
reach $200 million, the rate would be 0.40% on assets up to $200 million and
0.35% on assets in excess of $200 million, so long as the Fund continued to have
at least $200 million in assets.
   Under the Plan and Agreement of Distribution, pursuant to Rule 12b-1 under
the Investment Company Act of 1940 with Amway Management Company (AMC), which
became effective on April 22, 1998, AMC provides services in connection with
distributing the Fund's shares. For these services rendered, the Fund
compensates AMC at a maximum annual rate of .25 of 1% of the average net assets
of the Fund.
   The Fund has a transfer agency and dividend disbursing agency agreement with
AMC. Under this agreement, AMC is the agent for transfer of the Fund's shares
and disbursement of the Fund's distributions. The fees incurred by the Fund in
connection with these services were $129,506 and $413 for Class A and Class R,
respectively, for the period ended June 30, 1999.
   A beneficial shareholder of Amway Management Company is also a beneficial
shareholder of 42.5% (as of June 30, 1999) of the outstanding capital shares of
the Fund.
   Certain officers and trustees of the Fund are affiliated with the investment
advisor and transfer agent.
   The officers serve without compensation from the Fund. Trustees' fees,
amounting to $30,000, for the period ended June 30, 1999, were paid by Amway
Management Company, the Fund's investment advisor. The trustees' payments
consist of an annual retainer plus a per meeting fee.

NOTE 7-DATA PROCESSING SERVICE

   Portfolio accounting services for the Fund in the amount of $15,558 for the
period ended June 30, 1999 are paid for through the use of directed brokerage
commissions.

NOTE 8-RELATED PARTY TRANSACTION

   A certain class of distributors of Amway Corporation and Amway of Canada,
Ltd. (Corporations) received from each corporation part of its distributor's
profit-sharing bonus in Amway Mutual Fund common stock shares. On January 14,
1999, the Corporations purchased 353,892 Amway Mutual Fund shares valued at
$2,526,792 (based on the net asset value of $7.14 per share) and transferred the
shares to these distributors.


                              FINANCIAL HIGHLIGHTS

                    (Selected data for each share of capital
                   stock outstanding throughout each period.)

<TABLE>
<CAPTION>

                                                          Six Month Ended                Year Ended
                                                           June 30, 1999              December 31, 1998
                                                            (unaudited)                   (audited)


                                                    Class A         Class R       Class A       Class R*
                                                   --------        --------      --------       --------
<S>                                                   <C>            <C>            <C>           <C>
Net Asset Value, beginning of period                  $ 7.18         $ 7.16         $ 7.73        $ 8.42
                                                 -----------       --------    -----------      --------
   Income (loss) from investment operations:
   Net investment income                                 .04            .02            .08           .09
   Net realized and unrealized gain
      (loss) on securities                               .83            .85            .68          (.02)
                                                 -----------       --------    -----------      --------
   Total income (loss) from
      investment operations                              .87            .87            .76           .07
                                                 -----------       --------    -----------      --------
   Distributions:
   Dividends from net investment income                   --             --            .08           .10
   Distributions from capital gains                       --             --           1.23          1.23
                                                 -----------       --------    -----------      --------
      Total distributions                                 --             --           1.31          1.33
                                                 -----------       --------    -----------      --------
Net Asset Value, end of period                        $ 8.05         $ 8.03         $ 7.18        $ 7.16
                                                 ===========       ========    ===========      ========

Total Return**                                         12.12%         12.15%         10.17%         7.08%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period                       $219,806,609       $505,279   $179,820,020      $135,385
Ratio of expenses to average net assets                  .5%            .5%           1.0%          1.0%
Ratio of net income (loss) to average
   net assets                                            .6%            .6%           1.0%          1.8%
Portfolio turnover rate                                37.0%          37.0%         101.1%        101.1%
Average commission rate paid per
   share for portfolio transactions                  $ .0500        $ .0500        $ .0521       $ .0521

</TABLE>

*The Fund began offering Class R Shares on November 1, 1998. Class R's return
and ratios have been annualized.

**The six months ended June 30, 1999 is not annualized but an aggregate total
return for the period.

The accompanying notes are an integral part of these financial statements.



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