CALIFORNIA MUNI FUND
N-30D, 1999-09-29
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<PAGE>
INVESTMENT ADVISOR
Cornerstone Equity Advisors, Inc.
New York, New York

INDEPENDENT AUDITORS
PricewaterhouseCoopers, LLP
New York, New York

COUNSEL TO THE FUNDS
Wilke Farr & Gallager
New York, New York


WWW.CORNERSTONEFAMILY.COM

These reports and the financial  statements  contained  herein are submitted for
the general  information of the shareholders of the Funds. These reports are not
authorized  for  distribution  to  prospective  investors  in the  Funds  unless
preceeded or accompianied by an effective prospectus




<PAGE>
SEMI ANNUAL REPORT
JUNE 30, 1999

CORNERSTONE
NEW YORK MUNI FUND

CORNERSTONE
CALIFORNIA MUNI FUND

CORNERSTONE
FIXED INCOME FUNDS

Cornerstone Tax-Free
Money-Market Series

Cornerstone High Yield
Municipal Bond Series

Cornerstone U.S. Government
Strategic Income Fund





CORNERSTONE FAMILY OF FUNDS

June 30, 1999

Dear Shareholders,

The first  half of 1999  brought  about  some  interesting  developments  in the
market. Our domestic economy continues to show incredible resilience, generating
continued  strong  economic  growth with what appears to be moderate  inflation.
However,   the  Federal  Reserve  has  remained  vigilant  regarding  inflation,
resulting in a bond market that has become increasingly bearish.

The bond market  officially  turned bearish in the second quarter of 1999.  With
long treasury  yields  climbing over 150 basis points (1.5%) from 4.72% in early
October to almost 6.25% in June, and with the Federal  Reserve having  tightened
in June and poised for further rate hikes,  the bond market lost its  confidence
and is thoroughly  dependant on Federal Reserve  announcements and economic data
for direction.  This uncertainty coupled with reduced summer activity has led to
a difficult environment for bonds.

With this backdrop, instituting corrective measures to the portfolios was a real
challenge. However, to a large degree, many of our restructuring goals have been
met.  In the New  York  Muni  fund,  we have  specifically  reduced  the  Fund's
dependence  on  derivatives.  Our  task  now is to  establish  a  less  volatile
portfolio,  while  attempting  to  generate  high income and  maintain  duration
neutrality.  Although the performance of the New York Muni Fund has been erratic
and  disappointing  (-6.03%),  improvements  in  the  structural  nature  of the
portfolio should lead to better results.

The California Muni Fund has been our strongest performer,  although its results
have been mixed.  The Fund is ranked the #1 Fund in the State in total income by
Lipper  Analytical  Services  for the period  January  through  June  1999.  The
California  Muni Fund was  ranked #4 in total  return by Lipper  for the  period
January through May 1999, but suffered during June and fell down in the ratings.
Our goal is to maintain our income performance and make strategic adjustments to
improve total return.

The  Cornerstone  Fixed Income Funds (US  Government  Strategic Fund Inc and The
High Yield Municipal Bond Fund),  require portfolio  reconstruction.  Both funds
are small; The High Yield Municipal Fund is being restructured to improve income
and liquidity while the U S Governmental  Strategic Fund is exploring additional
opportunities in taxable securities.

The  most  positive  development  for the  Cornerstone  Family  of  Funds is our
persistent drive to lower the Funds expenses. Renegotiations with a major vendor
and changes in our service provider mix are beginning to show positive  results.
Continued  accomplishments  in the area of cost  reduction  will lead to further
improvements in performance an operational efficiency.

Let me thank you for your trust and support.

Sincerely,
Stephen C. Leslie
President





CORNERSTONE NEW YORK MUNI FUND
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1999 (UNAUDITED)

ASSETS
Investments, at value
(cost $112,267,063) $101,641,945
Cash 2,943,335
Investment securities sold 2,755,207
Interest receivable 1,895,505
Total assets 109,235,992

LIABILITIES
Investment  securities  purchased $ 2,569,603  Dividends  payable  52,969 Due to
Adviser 25,934 Accrued expenses 719,287 Total liabilities 3,367,793

NET ASSETS consisting of: Accumulated net realized loss $(20,967,516) Unrealized
depreciation   of  investments   (10,625,118)   Paid-in-capital   applicable  to
140,957,243 shares of $.01 par value capital stock 137,460,833 $105,868,199

NET ASSET VALUE PER SHARE $0.75





CORNERSTONE NEW YORK MUNI FUND
STATEMENT OF OPERATIONS
SIX MONTH PERIOD ENDED JUNE 30, 1999 (UNAUDITED)

INVESTMENT INCOME
Interest income $2,774,844

EXPENSES
Management fees $194,249
Custodian  and fund  accounting  fees 59,858  Transfer  agent fees and  expenses
94,240  Professional  fees 101,452  Administration  fees 47,436  Director's fees
22,289  Printing  and  postage  9,941  Interest  876,459  Operating  expenses on
defaulted  bonds 58,359  Distribution  fees 93,477  Other 25,839 Total  expenses
1,583,599

Net investment income 1,191,245

REALIZED AND UNREALIZED  GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on:
investments   1,302,781   defaulted  Bonds  (10,000)  1,292,781  Net  change  in
unrealized  depreciation  of  investments  (5,679,564)  Net gain on  investments
(4,386,783)

NET DECREASE IN NET ASSETS
FROM OPERATIONS $(3,195,538)






CORNERSTONE NEW YORK MUNI FUND
STATEMENT OF CHANGES IN NET ASSETS
JUNE 30, 1999 (UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED
ENDED JUNE 30, DECEMBER 31,
1999* 1998

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

INCREASE (DECREASE) IN NET ASSETS FROM:

OPERATIONS:
Net  investment  income $ 1,191,245 $ 3,246,679 Net realized gain on investments
1,292,781  2,024,463  Net  change  in  unrealized  depreciation  on  investments
(5,679,564)  (271,695)  Net increase  (decrease)  in net assets from  operations
(3,195,538) 4,999,447

DISTRIBUTIONS:
Distributions from investment income (1,191,245) (3,252,079)
CAPITAL SHARE TRANSACTIONS (Note 5) 49,727,917 (75,815,710)
TOTAL INCREASE (DECREASE) IN NET ASSETS 45,341,134 (74,068,342)

NET ASSETS:
Beginning of year 60,527,065 134,595,407
End of year $ 105,868,199 $ 60,527,065
*Unaudited
</TABLE>

See Notes to Financial Statements





<PAGE>
CORNERSTONE NEW YORK MUNI FUND
STATEMENT OF CASH FLOWS
JUNE 30, 1999 (UNAUDITED)

<TABLE>
<S> <C> <C>
INCREASE (DECREASE) IN CASH

CASH FLOWS FROM OPERATING ACTIVITIES

Net  decrease  to net  assets  from  operations  $  (3,195,538)  Adjustments  to
reconcile  net decrease in net assets from  operations  to net cash  provided by
operating activities:  Purchase of investment securities  (776,743,936) Proceeds
on sale of  securities  781,963,449  Decrease  in  interest  receivable  298,658
Increase in accrued  expenses  553,431 Net  accreation of discount on securities
(59,025) Net realized gain: Investments  (1,292,781) Unrealized  depreciation on
securities 5,679,564 Net cash provided by operating activities 7,193,822

CASH FLOWS FROM FINANCING  ACTIVITIES:*  Decrease in notes payable  (17,694,000)
Proceeds   on  shares   sold   1,336,661,424   Payment  on  shares   repurchased
(1,323,487,612)  Cash  dividends  paid  (522,598)  Net  cash  used in  financing
activities  (5,042,786) Net decrease in cash 2,151,036 Cash at beginning of year
792,299 Cash at end of year $2,943,335 </TABLE>

* Non-cash financing activities not included herein consist of reinvestment
of dividends of $646,826

See notes to Financial Statements





<PAGE>
CORNERSTONE NEW YORK MUNI FUND
STATEMENT OF INVESTMENTS
JUNE 30, 1999 (UNAUDITED)

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT ISSUE TYPE RATING VALUE

<S> <C> <C> <C> <C>
$ 1,000,000 Amherst NY IDA Lease
Revision, Surface Rink
Complex, LOC Keyhawk,
5.65%, 10/01/22 FCLT A $ 1,011,540

3,250,000 Long Island Power Authority,
New York Electrical Systems
RB,Series A, 5.50%,12/01/29 FCLT A- 3,170,177

1,650,000 MTA, New York Commuter  Facilities RB, Series A, 7.00%,  07/01/06 FCSI
Aaa 1,867,924

300,000 MTA, NY  Transportation  Facilities  Revenue  Contract,Series  8, 5.38%,
07/01/21 FCLT A- 295,434

2,500,000 Municipal Assistance Corp for New York City, Series G 6.00%,  07/01/07
FCSI Aa2 2,699,133

1,700,000 Nassau County, NY , IDA Cold
Spring Harbor Lab Project
SPA Morgan Guaranty Trust,
3.35%, 01/01/34 FCSI A+ 1,700,000

3,250,000 New York, NY, Series B 5.38%, 08/01/22 FCLT A3 3,170,079

500,000 New York , NY, Series B 5.25%, 08/01/15 FCLT A- 490,401

2,500,000 New York,  NY, IDA,  IDR,  Brooklyn  Navy Yard Cogen  Partners  5.75%,
10/01/36 FCLT BBB- 2,492,120

9,000,000 New York,  NY, IDA,  IDR,  Brooklyn  Navy Yard Cogen  Partners  5.65%,
10/01/28 FCLT Baa3 9,011,934

4,000,000 New York, NY, IDA, Special
Facility Revenue, 1990 American
Airlines, Inc., 5.40%, 07/01/20 FCLT Baa1 3,873,148

1,545,000  New York,  NY , IDA,  CFR,  College of New Rochelle  Project,  5.50%,
07/01/19 FCLT Baa2 1,524,719

2,500,000 New York City, Transitional
Authority, Triborough, Series A,
5.63% 01/01/14 FCLT Aaa 2,561,745

1,000,000 New York City, Transitional Financial
Authority Revenue Var-Future Tax
Secd-Series C, 3.40%, 05/01/28 FCSI Aa3 1,000,000

2,000,000 New York City, Cultural Revenue
Bond, Soloman R Guggenheim
Foundation 3.35%, 12/01/15 FCSI Aa1 2,000,000

2,200,000  New York State,  DAR,  Department  of Health  5.50%,  07/01/21 FCLT A
2,187,946

1,500,000  New York  State,  DAR,  Office  Facilities  - Audit & Control  5.50%,
04/01/23 FCLT Aaa 1,510,192

1,300,000 New York State, DAR, Bishop
Henry B. Hucles Nursing Home
5.63%, 07/01/18 FCLT Aa1 1,329,477

1,950,000 New York State,  DAR, St Vincent  DePaul  Residence,  LOC Allied Irish
Banks PLC, 5.30%, 07/01/18 FCLT Aa3 1,950,000

4,500,000 New York State, DAR, TRS 27, 9.02%, 07/01/24 FCLT Aaa 4,619,570

2,000,000 New York State, DAR, Cornell
University, Series B, SPA Morgan
Guaranty Trust, 3.35%, 07/01/25 FCSI Aa2 2,000,000

500,000 New York State, DAR, Eger Health Care Center,  FHA 232, 5.10%,  02/01/28
FCLT Aaa 477,554

2,000,000 New York State, DAR, FHA,
Highland Hospital Rochester
Series A, MBIA Insured,
5.45%, 08/01/37 FCLT Aaa 2,003,096

1,445,000 New York State, DAR,
School District Programs
FSA Insured, 5.50%, 07/01/16 FCLT Aaa 1,452,566

1,505,000 New York State,  DAR, 4201 School District  Programs  5.25%,  07/01/15
FCLT Baa1 1,471,557

300,000 New York State Energy RDA, PCR  Dates-Niagara  Mohawk  Power-  Series A,
3.50%, 06/01/23 FCSI AA- 300,000

2,500,000 New York State Energy RDA, PCR
Adj-Ref- New York State
Electric & Gas Corp - C,
3.80%, 06/01/29 FCSI Aa3 2,500,000

1,500,000 New York State Energy RDA, PCR  Commercial  Paper  Rate-New York State
Electric & Gas Corp - D, 3.80%, 10/01/29 FCSI Aa2 1,500,000

2,500,000 New York State Energy RDA, PCR
Adj-Ref-New York State
Electric & Gas Corp - E,
5.90%,12/01/06 FCSI Aaa 2,677,900

2,500,000 New York State TWY Authority, Highway & Bridge TR FD, Series A, 6.00%,
04/01/14 FCLT A3 2,713,700

2,250,000 New York State TWY Authority,  Service Contract  RevisionLOC Highway &
Bridge - Series A-2, 5.25%, 04/01/06 FCSI Aaa 2,312,863

15,160,000 New York State Urban Development
Corporation, Sr Lien - Corporate
Purpose 5.50%, 07/01/26 FCLT Aaa 15,429,120

3,000,000 New York State Urban Development
Corporation, Sub Lien - Corporate
Purpose 5.50%, 07/01/22 FCLT A2 3,014,793

9,805,000  Niagra County NY, IDA,  Falls Street Faire Project  10.00%,  09/01/06
(see Note 4 to Financial Statements) FCSI NR 3,509,700

5,870,000 Niagara Falls NY, URA, Old Falls Street Improvement  11.00%,  05/01/09
(see Note 4 to Financial Statements) FCSI NR 2,101,166

1,000,000 Otsego County, NY, Industrial
Development Agency, CFR, FSA,
Aurelia Osborn Fox Memorial
Hospital Series A, 5.35%, 10/01/17 FCLT Aaa 993,006

4,500,000 Puerto Rico Commonwealth GO,
Capital Appreciation, Public
Improvement, 07/01/16 FCLT A 1,842,921

2,500,000 Puerto Rico Commonwealth GO, 5.38%, 07/01/25 FCLT Baa1 2,506,442

1,250,000  Rensselaer County,  NY, IDA, CFR,  Polytechnic Inst Project Series B,
5.50%, 08/01/22 FCLT A1 1,250,000

250,000 Suffolk County,  NY, IDA, CFR,  Mattituck-Laurel  Library Project 6.00%,
09/01/19 FCLT Aaa 264,247

3,000,000  Suffolk County,  NY, IDA, IDR Nissequogue  Cogen Partners  Facilities
5.50%, 01/01/23 FCLT NR 2,855,775

Total Investments (Cost $112,267,063**) $ 101,641,945
</TABLE>



# The value of these  non-income  producing  securities  have been  estimated by
persons designated by the Fund's Board of Directors using methods the Director's
believe reflect fair value. See Note 4 to the financial statements.

* The Fund, or its affiliates, own 100% of the security. See Note 4 to the
financial statements.

** The cost is approximately the same for income tax purposes.

LEGEND
Type -FCLT Fixed Coupon Long Term
- -FCSI Fixed Coupon Short or Intermediate Term
- -LRIB Residual Interest Bond Long Term
- -INLT Indexed Inverse Floating Rate Bond Long Term

Ratings If a security has a split rating the highest  applicable rating is used,
including published ratings on indentical credits for individual  securities not
individually  rated.  NR - Non Rated Not Rated - Issues which are not rated have
not sought out the rating of a recognized rating service.

Issue AMT  Alternative  Minimum Tax CFR Civic  Facility  Revenue  DAR  Dormitory
Authority  Revenue FHA Federal  Housing  Administration  FSA Financial  Security
Association  GO General  Obligation  IDA  Industrial  Development  Authority IDR
Industrial Development Revenue LOC Letter of Credit
MBIA Municipal Bond Insurance Assurance Corp.
MTA Metropolitan Transit Authority
PCR Pollution Control Revenue
RB Revenue Bond
RDA Research and Development Authority
SPA Stand By Bond Purchase Agreement
URA Urban Renewal Authority





<PAGE>
CORNERSTONE NEW YORK MUNI FUND
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999 (UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES

Cornerstone New York Muni Fund (the Fund) is a series of Cornerstone Funds, Inc.
(the  "Company").  The  Company is an  open-end  management  investment  company
registered under the Investments  Company Act of 1940. The Fund seeks to provide
a high level of income that is excluded from gross income for Federal income tax
purposes and exempt from New York State and New York City personal income taxes.
The Fund intends to achieve its objective by investing  substantially all of its
total  assets  in  municipal  obligations  of  New  York  State,  its  political
subdivisions and its duly  constituted  authorities and  corporations.  The Fund
employs  leverage in  attempting to achieve this  objective.  The following is a
summary of significant  accounting  policies  followed in the preparation of its
financial statements:

VALUATION OF  SECURITIES  - The Fund's  portfolio  securities  are valued on the
basis of prices provided by an independent  pricing service when, in the opinion
of persons  designated  by the Fund's  directors,  such  prices are  believed to
reflect the fair market value of such securities.  Prices of non-exchange traded
portfolio  securities  provided by  independent  pricing  services are generally
determined  without  regard to bid or last  sale  prices  but take into  account
institutional  size trading in similar  groups of  securities,  yield,  quality,
coupon rate, maturity,  type of issue, trading  characteristics and other market
data.  Securities traded or dealt in upon a securities  exchange and not subject
to restrictions  against resale as well as options and futures  contracts listed
for  trading on a  securities  exchange or board of trade are valued at the last
quoted  sales price,  or, in the absence of a sale,  at the mean of the last bid
and asked  prices.  Options not listed for trading on a  securities  exchange or
board of trade  for  which  over-the-coun  ter  market  quotations  are  readily
available  are valued at the mean of the  current  bid and asked  prices.  Money
market and short-term debt instruments  with a remaining  maturity of 60 days or
less  will be valued  on an  amortized  cost  basis.  Municipal  daily or weekly
variable  rate  demand  instruments  will be priced at par  value  plus  accrued
interest. Securities not priced in a manner described above and other assets are
valued by persons  designated  by the Fund's  directors  using methods which the
directors believe reflect fair value. Futures Contracts and

OPTIONS  WRITTEN ON FUTURE  CONTRACTS - Initial margin  deposits with respect to
these  contracts  are  maintained by the Fund's  custodian in  segregated  asset
accounts.  Subsequent  changes  in the daily  valuation  of open  contracts  are
recognized as unrealized gains or losses. Variation margin payme nts are made or
received as daily  appreciation  or depreciation in the value of these contracts
occurs. Realized gains or losses are recorded when a contract is closed.

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  distribute  all of its  taxable and tax exempt  income to its  shareholders.
Therefore, no provision for federal income tax is required.

DISTRIBUTIONS - The Fund declares dividends daily from its net investment income
and pays such dividends on the last business day of each month. Distributions of
net capital gains,  if any,  realized on sales of investments are made annually,
as declared by the Fund's Board of Directors.  Dividends  are  reinvested at the
net asset value unless shareholders request payment in cash.

GENERAL -  Securities  transactions  are  accounted  for on a trade date  basis.
Interest  income is accrued as earned.  Premiums and original  issue discount on
securities  purchased are amortized over the life of the respective  securities.
Realized  gains  and  losses  from the sale of  securities  are  recorded  on an
identified   cost  basis.   Net  operating   expenses   incurred  on  properties
collateralizing  defaulted bonds are charged to operating  expenses as incurred.
Costs incurred to restructure  defaulted  bonds are charged to real ized loss as
incurred.

ACCOUNTING  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 liabilities at the date of
the financial  statements and the reported amounts of increases and decreases in
net assets from  operations  during the reporting  period.  Actual results could
differ from those estimates.

2. INVESTMENT ADVISORY AND OTHER AGREEMENTS

MANAGEMENT AGREEMENT

Cornerstone  Equity  Advisors  Inc.  ("Cornerstone"  or the  "Manager"),  is the
investment  advisor to the Fund under an Investment  Advisory Agreement approved
by the shareholders on March 12, 1999. For its services,  Cornerstone receives a
fee from the Cornerstone New York Muni Fund, payable monthly,  at an annual rate
of .50%  on the  first  $100  million  of its  average  daily  net  assets,  and
decreasing  by .02% for each $100  million  increase  in net  assets  down to an
annual rate of .40% of net assets in excess of $500 million.

During the fiscal year ending December 31, 1998,  Fundamental Portfolio Advisors
Inc.  served as an  investment  adviser to the Fund (from  January 1, to May 31,
1998) and Tocqueville Asset Management L.P. served as interim investment advisor
to the  Fund  (from  June 1, to  September  28,  1998)  each  at the  same  rate
applicable to Cornerstone's current and interim advisory contracts.

PLAN OF DISTRIBUTION

The Board of Directors and the  shareholders of the Fund have approved a plan of
distribution  under Rule  12b-1 of the 1940 Act (the  "Plan").  Pursuant  to the
Plan,  the Fund may pay certain  promotional  and  advertising  expenses and may
compensate certain registered securities dealers and financial  institutions for
services  provided in  connection  with  processing  orders for the  purchase or
redemption of Fund shares, and for furnishing other shareholder services.

Payments  by the Fund shall not,  in the  aggregate,  in any fiscal  year of the
Fund,  exceed  one-half  of 1% of the daily net assets of the Fund for  expenses
incurred in  distributing  and promoting the Fund's  shares.  The Plan will make
payments  only for  expenses  actually  incurred by such  dealers and  financial
institutions.  Because  these  payments  are paid out of the Fund's  assets on a
continual basis over time,  these fees will increase the cost of your investment
and may cost you more than other types of sales charges.

3. DIRECTOR'S FEES

All of the  Directors  of the Fund are also  directors  or trustees of two other
affiliated  mutual funds for which the Manager acts as investment  adviser.  For
services and attendance at Board  meetings and meetings of committees  which are
common to each Fund,  each  Director who is not  affiliated  with the Manager is
compensated at the rate of $5,000 per quarter pro rated among the funds based on
their respective average net assets.

4. COMPLEX SECURITIES, CONCENTRATIONS OF CREDIT RISK, AND INVESTMENT
TRANSACTIONS

CONCENTRATION OF CREDIT RISK AND TRANSACTIONS IN DEFAULTED BONDS:

The Fund owned 100% of two Niagara  Falls  Industrial  Development  Agency bonds
("IDA  Bonds") due to mature on September  1, 2006 and 98.3% of a Niagara  Falls
New York Urban Renewal Agency 11% bond ("URA Bond") due to mature on May1,  2009
which are in default.  The IDA Bonds are secured by commercial retail and office
buildings  known as the Falls  Street Faire and Falls  Street  Station  Projects
("Projects").  The URA Bond is  secured  by  certain  rental  payments  from the
Projects.

The Fund, through its investment banker and manager,  negotiated the sale of the
Falls  Street  Station  project.  The  net  proceeds  received  on the  sale  of
approximately  $2,800,000 were accounted for as a pro rata recovery of principal
of each of the bonds.  The remaining  principal value of the Fall Street Station
IDA  Bond  of   approximately   $3,887,000  was  charged  to  realized  loss  on
investments.

The remaining  two  securities  are being valued under  methods  approved by the
Board of Directors. The aggregate value of these securities is $5,610,867 (35.8%
to their  aggregate face value of  $15,675,000).  There is uncertainty as to the
timing of events and the  subsequent  ability of the  Projects to generate  cash
flows  sufficient  to provide  repayment  of the bonds.  No interest  income was
accrued during the six month period ended June 30, 1999.  The Fund,  through its
investment  banker,  engaged a property  manager to maintain the Projects on its
behalf,  and the Fund is paying the net operating  expenses of the Project.  Net
operating  expenses  related to the  Projects  for the six months ended June 30,
1999 are disclosed in the statement of operations, and cumulatively from October
6, 1992 to June 30, 1998 totaled approximately $832,137.

Additionally,  the Fund owns 100% of securities as indicated in the Statement of
Investments. As a result of its ownership position there is no active trading in
these  securities.  The market  value of  securities  owned 100% by the Fund was
approximately $5,610,866 (5.3% of net assets) at June 30, 1999.

Other Investment Transactions:

During the six months ended June 30,  1999,  purchases  and sales of  investment
securities,   other  than  short-term   obligations,   were   $239,061,038   and
$236,013,657, respectively. There were no purchases or sales of long-term U.S.
Government securities.

As of June 30, 1999 net unrealized  depreciation of portfolio  securities,  on a
Federal  income  tax basis,  amounted  to  $10,625,118  composed  of  unrealized
appreciation of $227,203 and unrealized depreciation of $10,852,321.

The Fund has capital loss carryforwards available to offset future capital gains
as follows:

AMOUNT EXPIRATION
$16,478,000 December 31, 2002
3,430,000 December 31, 2004
2,233,000 December 31, 2005
$22,141,000

5. CAPITAL STOCK

As of June 30,  1999 there  were  500,000,000  shares of $.01 par value  capital
stock authorized. Transactions in capital stock were as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, 1999 DECEMBER 31, 1998
SHARES AMOUNT SHARES AMOUNT

<S> <C> <C> <C> <C>
Shares sold 1,670,896,397 $ 1,336,649,090 2,233,068,385 $ 1,853,855,695
Shares issued on reinvestment
of dividends 801,152 646,826 2,349,700 1,949,801
Shares redeemed (1,605,537,093) $ (1,287,567,999) 2,317,457,670)$(1,931,621,406)
Net increase (decrease) 66,160,456 $ 49,727,917 (82,039,585) $ (75,815,710)
</TABLE>

6. LINE OF CREDIT

The Fund has a line of credit  agreement with its custodian bank  collateralized
by portfolio  securities.  At June 30, 1999,  there was no  outstanding  balance
under this line of credit. Interest on this line of credit accrues at the bank's
prime rate  (7.75% at June 30,  1999.)  Additionally,  the Fund has a  temporary
arrangement  in place with its custodian  bank whereby  overdrafts of the Fund's
custody  account are charged  interest  at the bank's  prime rate.  There was no
overdraft outstanding at June 30, 1999.

7. SELECTED FINANCIAL INFORMATION

<TABLE>
<CAPTION>
YEAR
ENDED
JUNE 30, YEARS ENDED DECEMBER 31,
1999 1998 1997 1996 1995 1994
(UNAUDITED)

<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)

Net  Asset  Value,  Beginning  of Year $ 0.81 $ 0.86 $ 0.87 $ 0.98 $ 0.88 $ 1.18
Income from Investment operations:
Net investment income 0.01 0.03 0.02 0.04 0.04 0.06
Net realized and unrealized gains (losses)
on investments (0.06) (0.05) (0.01) (0.11) 0.10 (0.29)
Total from investment operations (0.05) (0.02) 0.01 (0.07) 0.14 (0.23)

Less Distributions:
Dividends from net investment income (0.01) (0.03) (0.02) (0.04) (0.04) (0.06)
Dividends from net realized gains (0.01) - - - - -
Total distributions (0.01) (0.03) (0.02) (0.04) (0.04) (0.07)

Net Asset Value, End of Year $ 0.75 $ 0.81 $ 0.86 $ 0.87 $ 0.98 $ 0.88

Total Return (5.93%) (2.69%) 1.46% (7.73%) 15.67 (20.47%)

RATIOS / SUPPLEMENTAL DATA
Net Assets, End of Year (000) $105,868 $ 60,527 $ 134,595 $196,746 $226,692 $212,665
Ratios to Average Net Assets:
Interest  expense  2.25% 1.09% 1.10% 2.11% 2.09% 1.59%  Operating  Expense 1.82%
1.90%* 2.64%* 1.66% 1.55% 1.62% Total  expenses  4.07% 2.99%* 3.74%* 3.77% 3.64%
3.21% Net  investment  income  3.06% 3.23%*  2.23%* 3.89% 3.81% 5.34%  Portfolio
turnover rate 252.37% 339.43% 399.38% 347.44% 347.50% 289.69% </TABLE>

*These ratios are after expense  reimbursements of 0.05% and 0.03% for the years
ended December 31, 1998 and 1997, respectively.






CORNERSTONE CALIFORNIA MUNI FUND
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1999 (UNAUDITED)

ASSETS
Investments, at value
(cost $18,794,390) $18,786,764
Interest receivable 343,600
Total assets 19,130,364

LIABILITIES
Bank Overdraft 78,105
Investment Securities Purchased 1,532,040
Dividends payable 25,874
Due to Advisor 3,939
Accrued expenses 81,685
Total liabilities 1,721,643

NET ASSETS  consisting of:  Accumulated  net realized loss $(20,551)  Unrealized
depreciation  of  investments  (7,626)  Paid-in-capital  applicable to 2,323,577
shares of beneficial interest 17,436,898 $17,408,721

NET ASSET VALUE PER SHARE $7.49





<PAGE>
CORNERSTONE CALIFORNIA MUNI FUND
STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED)

INVESTMENT INCOME
Interest income $561,457

EXPENSES
Management fees $27,684
Custodian  and fund  accounting  fees 12,964  Transfer  agent fees and  expenses
12,684  Professional fees 17,325  Administration fees 6,667 Trustees' fees 3,169
Printing and postage 3,238 Interest 169,404 Distribution fees 13,531 Other 2,123
Total expenses 268,789

Less:
Expenses Paid Indirectly (973)

Net expense 267,816
Net investment income 293,641

REALIZED  AND  UNREALIZED  GAIN  (LOSS)  ON  INVESTMENTS  Net  realized  loss on
investments  (20,551) Net change in unrealized  appreciation  or depreciation of
investments (542,486) Net loss on investments (545,037)

NET DECREASE IN NET ASSETS
FROM OPERATIONS $(251,396)






CORNERSTONE CALIFORNIA MUNI FUND
STATEMENT OF CHANGES IN NET ASSETS
JUNE 30, 1999 (UNAUDITED)

<TABLE>

SIX MONTHS YEAR ENDED
ENDED JUNE 30, DECEMBER 31,
1999* 1998

<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM:

OPERATIONS:
Net investment income $293,641 $641,372
Net realized loss on investments (20,551) 57,578
Net change in unrealized appreciation
or depreciation on investments (524,486) 250,713
Net Increase (decrease) in net assets from operations (251,396) 949,663

DISTRIBUTIONS:
Distributions from investment income (293,641) (641,372)  Distributions from net
realized gains from investments 0 (278,367) CAPITAL SHARE TRANSACTIONS 8,454,530
(4,453,700) Total increase (decrease) 8,000,493 (4,423,776)

NET ASSETS:
Beginning of year 9,408,228 13,832,004
End of year $17,408,721 $9,408,228
*Unaudited
</TABLE>

See Notes to Financial Statements






CORNERSTONE CALIFORNIA MUNI FUND
STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED)

<TABLE>
<S> <C> <C> <C>
INCREASE (DECREASE) IN CASH

CASH FLOWS FROM OPERATING ACTIVITIES

Net decrease to net assets from operations  $(251,396)  Adjustments to reconcile
net  decrease in net assets from  operations  To net cash  provided by operating
activities:  Purchase of investment securities  (46,091,579) Proceeds on sale of
securities  49,281,130  Decrease in  interest  receivable  (51,902)  Increase in
accrued  expenses  69,354 Net accreation of discount on securities  (11,979) Net
realized loss: Investments 20,551 Unrealized  depreciation on securities 524,486
Net cash provided by operating activities 3,488,665

CASH FLOWS FROM  FINANCING  ACTIVITIES:*  Decrease in notes payable  (5,822,429)
Proceeds on shares sold 179,675,170 Payment on shares repurchased  (177,189,365)
Cash dividends paid (152,041) Net cash used in financing activities  (3,488,665)
Net  decrease  in  cash 0 Cash  at  beginning  of  year 0 Cash at end of year $0
</TABLE>

* Non-cash  financing  activities not included herein consist of reinvestment of
dividends of $132,893.

See notes to Financial Statements






CORNERSTONE CALIFORNIA MUNI FUND
STATEMENT OF INVESTMENTS
JUNE 30, 1999 (UNAUDITED)


PRINCIPAL
AMOUNT  ISSUE TYPE  RATING  VALUE   $ 500,000
Alameda Corridor Transition Authority, California Revision
Sr Lien, Series A, 5.25%, 10/01/21 FCLT Aaa $ 492,220

100,000 # Arvin,  Development  Corporation,  COP, RB,  8.75%,  09/01/18  FCLT NR
24,505

200,000 Beverly Hills,  PFA, RB, IFRN*, MBIA Insured,  7.32%,  06/01/15 LRIB AAA
215,322

100,000 CSAC Finance Corp, COP, Sutter County Health Facilities Project,  7.80%,
01/01/21 FCLT Baa1 101,612

1,000,000 California Educational Facilities
Authority Revenue, Pooled College &
University, 5.25%, 04/01/24 FCLT Baa3 936,828

1,500,000 California Educational Facilities
Authority Revenue, University of
Southern California, 5.50%, 10/01/27 FCLT Aa2 1,513,181

500,000 California Health Facilities, Financial
Authority Revision, Sutter Health,
Series A, 5.35%, 08/15/28 FCLT Not Rated 496,318

500,000 California Health Facilities, HFA Rev,
Kaiser Permanente, Series B,
5.25%, 10/01/16 FCSI A 486,684

60,000  California,  HFA, Home  Mortgage,  RB,  Series A, MBIA  Insured,  5.70%,
08/01/10 FCSI Aaa 61,972

1,500,000 California Statewide Communities
Development Authority Lease Rev
United Airlines Series A,
5.70%, 10/01/33 FCSI BB+ 1,477,634

1,100,000 California Statewide Communities
Development Authority, CTFS
Partnership, 3.75%, 04/01/28 FCSI Aaa 1,100,000

1,000,000 California Statewide Communities
Development Authority, CTFS
Partnership The Internext Group,
5.38%, 04/01/17 FCLT Not Rated 950,508

750,000 California Statewide Communities
Development Authority, CTFS
Partnership Childrens Hospital
Los Angeles, 5.25%, 08/15/29 FCLT A1 722,508

300,000 California Statewide  Communities  Development  Authority,  Cedars Sinai
Medical Project, COP, RB, IFRN*, 7.58%, 11/01/15 LRIB A1 302,401

300,000 East Bay,  Wastewater  System  Project,  RB,  Refunding,  AMBAC Insured,
IFRN*, 6.87%, 06/01/20 LRIB AAA 307,571

1,700,000 Irvine, CA Improvement Bond,
Assessment District No. 89-10, LOC
Nationale Westminster, LOC Nationale
Westminster, 2.90%, 09/02/15 FCSI Aa2 1,700,000

170,000 Lake Elsinore, USD, Refunding, COP, 6.90%, 02/01/20 FCLT BBB 188,656

10,000 Los Angeles, Home Mortgage, RB, 9.00%, 06/15/18 FCLT A 10,075

1,792,707  Los Angeles,  HFA, MFH Project C, CAB, RB,  12.00%,  12/01/29 FCLT NR
1,326,325

110,000 Northern California Power Agency, Multiple Capital Facilities,  RB, MBIA
Insured, IFRN*, 9.56%, 08/01/25 LRIB AAA 121,484

140,000 Northern California Power Agency, Multiple Capital Facilities,  RB, MBIA
Insured, IFRN*, 9.54%, 08/01/25 LRIB AAA 158,943

250,000 Northern California Transmission
Agency, CA-ORE Transmission Project,
RB, MBIA Insured, IFRN*,
7.31%, 04/29/02 LRIB AAA 244,207

500,000 Orange County Airport, RB, Refunding, MBIA Insured, 5.63%, 07/01/12 FCLT
Aaa 521,368

250,000 Orange County, LTA, RB, IFRN*, 7.55%, 02/14/11 LRIB AA 287,878

250,000 Orange County, LTA, RB, IFRN*, 8.19%, 02/14/11 LRIB AAA 274,599

170,000 Panoche, Water District, COP, 7.50%, 12/01/08 FCSI A 177,985

250,000 Rancho, Water District Financing
Authority, RB, Prerefunded @ 104,
AMBAC Insured, IFRN*,
9.68%, 08/17/21 LRIB AAA 286,374

250,000 Redding,  Electric System,  COP, Series A, FGIC Insured,  IFRN*,  7.54%,
06/01/19 LRIB AAA 257,709

500,000 San Bernadino,  COP, Series B, MBIA Insured, IFRN*, 6.80%, 07/01/16 INLT
AAA 518,048

900,000 San Bernadino,  COP, Series PA38,  IFRN*,  12.23%,  07/01/16,  Rule 144A
Security  (restricted  as to resale except to qualified  institutions)  LRIB Not
Rated 1,062,499

200,000 San Diego Water Authority, COP, FGIC Insured, IFRN*,8.19%, 04/22/09 LRIB
AAA 238,187

1,440,000 X San Jose,  CRA,  Series  PA-38,  TAB, MBIA  Insured,  IFRN*,  8.09%,
08/01/16, Rule 144 A Security (restricted as to
resale except to qualified institutions) LRIB Not Rated 1,545,267

250,000 Southern California Public Power Authority,  FGIC Insured, IFRN*, 8.16%,
07/01/17 LRIB AAA 238,014

40,000 Tri City, HFA, FNMA/GNMA
Collateralized, AMT, 6.45%, 12/01/28 FCLT AAA 42,264

30,000 Tri City, HFA, FNMA/GNMA  Collateralized,  AMT, Series B, 6.30%, 12/01/28
FCLT AAA 31,274

250,000 Tri City, HFA, FNMA/GNMA Collateralized,  AMT, Series E, 6.40%, 12/01/28
FCLT AAA 263,392

100,000 Upland, HFA, RB, 7.85%, 07/02/20 FCLT BBB 102,952

Total Investments (Cost $18,794,390**) $18,786,764

* Inverse  Floating Rate Notes (IFRN) are instruments  whose interest rates bear
an inverse relationship to the interest rate on another security or the value of
an index.  Rates  shown are at June 30,  1999.  ** Cost is the same for  Federal
income tax purposes.  # Denotes non-income  producing  security.  Security is in
default.  X The Fund owns 100% of the security and therefore there is no trading
in the security.

LEGEND

TYPE
FCLT Fixed Coupon Long Term
FCSI Fixed Coupon Short or Intermediate Term
LRIB Residual Interest Bond Long Term
INLT Indexed Inverse Floating Rate Bond Long Term

RATINGS
If a  security  has a split  rating  the  highest  applicable  rating  is  used,
including  published ratings on identical credits for individual  securities not
individually  rated.  Ratings are  unaudited.  NR - Non Rated Not Rated - Issues
which are not rated  have not  sought  out the  rating  of a  recognized  rating
service


ISSUE
AMBAC American Municipal Bond Assurance  Corporation AMT Alternative Minimum Tax
CAB Capital Appreciation Bond COP Certificate of Participation CTFS Certificates
FGIC Financial  Guaranty  Insurance  Corporation FNMA Federal National  Mortgage
Association GNMA Government  National  Mortgage  Association HFA Housing Finance
Authority LOC Letter of Credit LTA Local Transportation Authority MBIA Municipal
Bond Insurance Assurance Corporation MFH Multi Family Housing PFA Public Finance
Authority RB Revenue Bond TAB Tax Allocation  Bond USD Unified  School  District





CORNERSTONE CALIFORNIA MUNI FUND
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999 (UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES

Cornerstone  California  Muni Fund (the Fund) was  organized as a  Massachusetts
business  trust and is registered as an open end management  investment  company
under the Investment  Company Act of 1940. The Fund's objective is to provide as
high a level of income that is excluded from gross income for Federal income tax
purposes and exempt from  California  personal  income tax as is consistent with
the preservation of capital.  The Fund employs leverage in attempting to achieve
its  objective.  The following is a summary of significant  accounting  policies
followed in the preparation of its financial statements:

VALUATION OF  SECURITIES  - The Fund's  portfolio  securities  are valued on the
basis of prices provided by an independent  pricing service when, in the opinion
of persons  designated  by the Fund's  trustees,  such  prices are  believed  to
reflect the fair market value of such securities.  Prices of non-exchange traded
portfolio  securities  provided by  independent  pricing  services are generally
determined  without  regard to bid or last  sale  prices  but take into  account
institutional  size trading in similar  groups of  securities,  yield,  quality,
coupon rate, maturity,  type of issue, trading  characteristics and other market
data.  Securities traded or dealt in upon a securities  exchange and not subject
to restrictions  against resale as well as options and futures  contracts listed
for  trading on a  securities  exchange or board of trade are valued at the last
quoted  sales price,  or, in the absence of a sale,  at the mean of the last bid
and asked  prices.  Options not listed for trading on a  securities  exchange or
board of trade  for  which  over-the-coun  ter  market  quotations  are  readily
available  are valued at the mean of the  current  bid and asked  prices.  Money
market and short-term debt instruments  with a remaining  maturity of 60 days or
less will be valued on an  amortized  cost  basis.  Securities  not  priced in a
manner described above and other assets are valued by persons  designated by the
Fund's  trustees using methods which the trustees  believe  accurately  reflects
fair value.

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  distribute  all of its  taxable and tax exempt  income to its  shareholders.
Therefore, no provision for federal income tax is required.

DISTRIBUTIONS - The Fund declares dividends daily from its net investment income
and pays such dividends on the last business day of each month. Distributions of
net capital gains,  if any,  realized on sales of investments are made annually,
as declared by the Fund's Board of Trustees. Dividends are reinvested at the net
asset value unless shareholders request payment in cash.

GENERAL -  Securities  transactions  are  accounted  for on a trade date  basis.
Interest  income is accrued as earned.  Premiums and original  issue discount on
securities  purchased are amortized over the life of the respective  securities.
Realized  gains  and  losses  from the sale of  securities  are  recorded  on an
identified cost basis.

ACCOUNTING  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 liabilities at the date of
the financial  statements and the reported amounts of increases and decreases in
net assets from  operations  during the reporting  period.  Actual results could
differ from those estimates.

2. INVESTMENT ADVISORY AND OTHER AGREEMENTS

MANAGEMENT AGREEMENT

Cornerstone  Equity  Advisors  Inc.  ("Cornerstone"  or the  "Manager"),  is the
investment  advisor to the Fund under an Investment  Advisory Agreement approved
by the shareholders on March 12, 1999. For its services,  Cornerstone receives a
fee from the Cornerstone  California Muni Fund,  payable  monthly,  at an annual
rate of .50% on the first $100  million of its  average  daily net  assets,  and
decreasing  by .02% for each $100  million  increase  in net  assets  down to an
annual rate of .40% on net assets in excess of $500 million.

During the fiscal year ended December 31, 1998,  Fundamental  Portfolio Advisors
Inc. served as investment  advisor to the Fund (from January 1, to May 31 1998),
and Tocqueville  Asset Management L.P. served as interim  investment  advisor to
the Fund (from June 1, to September 28 1998) each at the same rate applicable to
Cornerstone's current and interim advisory contracts.

PLAN OF DISTRIBUTION

The Board of  Trustees  and  shareholders  of the Fund have  approved  a plan of
distribution  under Rule  12b-1 of the 1940 Act (the  "Plan").  Persuant  to the
Plan,  the Fund may pay certain  promotional  and  advertising  expenses and may
compensate certain registered securities dealers and financial  institutions for
services  provided in  connection  with  processing  orders for the  purchase or
redemption of Fund shares, and for furnishing other shareholder services.

Payments  by the Fund shall not,  in the  aggregate,  in any fiscal  year of the
Fund,  exceed  one-half  of 1% of the daily net assets of the Fund for  expenses
incurred in  distributing  and promoting the Fund's  shares.  The Plan will make
payments  only for  expenses  actually  incurred by such  dealers and  financial
institutions.

3. TRUSTEES' FEES

All of the  Trustees  of the Fund are also  directors  or  trustees of two other
affiliated  mutual funds for which the Manager acts as investment  adviser.  For
services and attendance at Board  meetings and meetings of committees  which are
common to each Fund,  each  Trustee  who is not  affiliated  with the Manager is
compensated at the rate of $5,000 per quarter pro rated among the funds based on
their respective average net assets.

4. COMPLEX SECURITIES AND INVESTMENT TRANSACTIONS

Inverse Floating Rate Notes (IFRN): The Fund invests in variable rate securities
commonly called "inverse floaters".  The interest rates on these securities have
an inverse relationship to the interest rate of other securities or the value of
an index.  Changes in interest  rate on the other  security  or index  inversely
affect the rate paid on the inverse  floater,  and the inverse  floater's  price
will be more  volitile  than that of a fixed rate bond.  Certain  interest  rate
movements  and other market  factors can  substantially  affect the liquidity of
IFRN's.

Investment Transactions:

During the six months ended June 30,  1999,  purchases  and sales of  investment
securities,  other than short-term  obligations,  were $7,059,661 and $2,731,130
respectively. There were no purchases of long-term U.S. Government securities.

As of June 30, 1999 net unrealized  depreciation of portfolio  securities,  on a
Federal income tax basis, amounted to $7,626 composed of unrealized appreciation
of $767,216 and unrealized depreciation of $774,842.

5. SHARES OF BENIFICIAL INTEREST

As of June 30,  1999  there  were an  unlimited  number of shares of  beneficial
interest  (no par value)  authorized  and  capital  paid-in  which  amounted  to
$19,436,898. Transactions in shares of beneficial interest were as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, 1999 DECEMBER 31, 1998
SHARES AMOUNT SHARES AMOUNT

<S> <C> <C> <C> <C>
Shares sold 22,765,652 $179,675,170 24,066,397 $ 193,938,274
Shares issued on reinvestment
of dividends 16,804 132,893 72,537 585,456
Shares redeemed (21,679,926) (171,262,533) (24,620,804) (198,977,430)
Net increase 1,132,530 $ 8,545,530 (481,870) $ (4,453,700)
</TABLE>

6. LINE OF CREDIT

The Fund has a line of credit  agreement with its custodian bank  collateralized
by portfolio  securities.  At June 30, 1999,  there was no  outstanding  balance
under this line of credit. Interest on this line of credit accrues at the bank's
prime rate,  (7.75% at June 30,  1999.)  Additionally,  the Fund has a temporary
arrangement  in place with its custodian  bank whereby  overdrafts of the Fund's
custody  account are charged  interest  at the bank's  prime rate.  There was an
overdraft balance at June 30,1999 of $78,105.

7. EXPENSE PAID INDIRECTLY

The Fund has an arrangement  with its custodian  whereby  credits earned on cash
balances  maintained at the custodian are used to offset custody charges.  These
credits amounted to approximately $973 for the six months ended June 30, 1999.

8. SELECTED FINANCIAL INFORMATION

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, YEARS ENDED DECEMBER 31,
1999 1998++ 1997 1996 1995 1994

<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)

Net  Asset  Value,  Beginning  of Year $ 7.90 $ 8.27 $ 7.79 $ 8.91 $ 7.10 $ 9.49
Income from Investment operations:
Net investment income 0.22 0.48 0.38 0.41 0.42 0.55
Net realized and unrealized gains (losses)
from investments (0.41) (0.20) 0.48 (1.12) 1.81 (2.39)
Total from investment operations (0.19) 0.28 0.86 (0.71) 2.33 (1.84)

Less Distributions:
Dividends from net investment income (0.22) (0.48) (0.38) (0.41) (0.42) (0.55)
Dividends from net realized gains - (0.17) - - - -
Total distributions (0.22) (0.65) (0.38) (0.41) (0.42) (0.55)

Net Asset Value, End of Year $7.49 $7.90 $8.27 $7.79 $8.91 $7.10

Total Return (3.03%) 4.03 11.33% (8.01%) 32.02% (19.89%)

RATIOS / SUPPLEMENTAL DATA
Net Assets, End of Year (000) $17,409 $9,408 $13,832 $16,252 $12,622 $10,558
Ratios to Average Net Assets:
Interest  expense 3.06%@ 0.64% 0.42% 0.45% 0.39% 0.98% Operating  Expense 1.78%@
2.14% 2.95%* 2.81% 2.81% 2.50% Total expenses 4.84%+@ 2.78%** 3.37%* 3.26% 3.20%
3.48% Net  investment  income  5.31%@ 5.38%  4.55%* 4.88% 5.02% 6.80%  Portfolio
turnover rate 19.54% 282.51% 70.86% 89.86% 53.27% 15.88% </TABLE>

* These  ratios  are after  expense  reimbursements  of 0.03% for the year ended
December 31, 1997.

** This ratio would have been 2.82%, net of expenses paid indirectly of 0.04 for
the year ended December 31, 1998

+ This ratio would have been 4.84%, net of expenses paid indirectly of 0.01 for
the six months ended June 30, 1999.
++ See note 2 for changes in investment advisor during 1998.
@ Annualized






CORNERSTONE FIXED INCOME FUNDS
CORNERSTONE TAX-FREE MONEY MARKET SERIES
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1999 (UNAUDITED)

ASSETS
Investments, at amortized cost $1,170,000
Cash 1,520,744
Interest receivable 15,154
Fund shares sold 562
Total assets 2,706,490

LIABILITIES  Fund shares  redeemed 84,040  Dividends  payable 191 Due to Advisor
22,837 Accrued expenses 307,820 Total liabilities 418,888

NET  ASSETS  Equivalent  to $1.00 per share on  2,297,461  shares of  benificial
interest outstanding $2,291,602





CORNERSTONE FIXED INCOME FUNDS
CORNERSTONE TAX-FREE MONEY MARKET SERIES
STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED)

INVESTMENT INCOME
Interest income $681,330

EXPENSES
Management fees $111,927
Custodian  and fund  accounting  fees 66,513  Transfer  agent fees and  expenses
40,934  Professional  fees 184,982  Administration  fees 24,987  Trustees'  fees
12,872  Printing and postage 3,350 Interest 978  Distribution  fees 68,639 Other
7,916 Total expenses 523,098


Less:
Expenses paid indirectly (31,374)
Net expenses 491,724


NET INCREASE IN NET ASSETS
FROM OPERATIONS $189,606






CORNERSTONE FIXED INCOME FUNDS
CORNERSTONE TAX-FREE MONEY MARKET SERIES
STATEMENT OF CHANGES IN NET ASSETS
SIX MONTH PERIOD ENDED JUNE 30, 1999 (UNAUDITED)

SIX MONTHS YEAR ENDED
ENDED JUNE 30, DECEMBER 31,
1999* 1998

INCREASE IN NET ASSETS FROM

OPERATIONS:
Net investment income $189,606 $457,101
Net increase in net assets from operations 189,606 457,101

DIVIDENDS PAID TO SHAREHOLDERS FROM
Investment income (189,606) (457,101)

CAPITAL SHARE TRANSACTIONS (57,004,757) 46,032,148
Total increase (decrease) (57,004,757) 46,033,191

NET ASSETS:
Beginning of year 59,296,359 13,263,168
End of year $2,291,602 $59,296,359
*Unaudited

See Notes to Financial Statements


CORNERSTONE FIXED INCOME FUNDS
CORNERSTONE TAX-FREE MONEY MARKET SERIES
STATEMENT OF INVESTMENTS
JUNE 30, 1999 (UNAUDITED)


PRINCIPAL ISSUE VALUE
AMOUNT

$ 70,000 Cuyahoga  County,  OH, IDR S & R Playhouse  Realty,  VRDN*,  LOC Marine
Midland Bank, 3.40%, 12/01/09 $ 70,000

200,000 Fulton County, GA, PCR, General Motors Project,  VRDN*, 2.20%,  04/01/10
200,000

200,000 Garfield County, OK, PCR, Oklahoma
Gas & Electric Co. Project A, VRDN*
2.35%, 01/01/25 200,000

300,000 Missouri, PCR, Monsanto Project, VRDN*,
2.25%, 02/01/09 300,000

200,000 Missouri, Third Street Building Project, SPA
First National Bank Chicago, VRDN*,
2.10%, 08/01/99 200,000

200,000 Nebraska Higher Education Loan Program,
SPA, SLMA, MBIA Insured, VRDN*,
3.55%, 12/01/15 200,000

Total Investments (Cost $1,170,000**) $1,170,000

*Variable Rate Demand Notes (VRDN) are  instruments  whose interest rate changes
on a  specific  date  and / or whose  interest  rates  vary  with  changes  in a
designated base rate.

**Cost is the same for Federal income tax purposes.

LEGEND

ISSUE
IDR Industrial  Development  Revenue MBIA  Municipal  Bond  Insurance  Assurance
Corporation   PCR  Pollution   Control   Revenue  SLMA  Student  Loan  Marketing
Association SPA Stand By Bond Purchase Agreement LOC Letter of Credit

See Notes to Financial Statements






CORNERSTONE FIXED INCOME FUNDS
CORNERSTONE TAX-FREE MONEY MARKET SERIES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999 (UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES

Cornerstone  Fixed-Income Fund (the Fund) is an open-end  management  investment
company  registered under the Investment Company Act of 1940. The Fund acts as a
series company currently issuing three classes of shares of beneficial interest,
the  Cornerstone  Tax-Free  Money  Market  Series,  the  Cornerstone  High-Yield
Municipal Bond Series and the Cornerstone U.S. Government Strategic Income Fund.
Each series is  considered a separate  entity for  financial  reporting  and tax
purposes.  The Tax-Free Money Market Series (the Series) investment objective is
to provide as high a level of current  income exempt from federal  income tax as
is consistent with the preservaton of capital and liquidity.  The following is a
summary of significant  accounting  policies  followed in the preparation of the
Series' financial statements:

Valuation of Securities:

Investments  are stated at  amortized  cost.  Under  this  valuation  method,  a
portfolio  instrument is valued at cost and any premium or discount is amortized
on a constant basis to the maturity of the  instrument.  Amortization of premium
is charged to income, and accretion of market discount is credited to unrealized
gains.  The  maturity  of  investments  is deemed to be the longer of the period
required before the Fund is entitled to receive  payment of theprincipal  amount
or the period remaining until the next interest adjustment.

Federal Income Taxes:

It is the Series' policy to comply with the requirements of the Internal Revenue
Code applicable to "regulated investment companies" and to distribute all of its
taxable and tax exempt income to its shareholders.  Therefore,  no provision for
federal income tax is required.

Distributions:

The Series declares dividends daily from its net investment  incomeand pays such
dividends on the last business day of each month.  Distributions  of net capital
gains are made annually, as declared by the Fund's Board of Trustees.  Dividends
are  reinvested at the net asset value unless  shareholders  request  payment in
cash.

General:

Securities transactions are accounted for on a trade date basis. Interest income
is accrued as earned.  Realized gains and losses from the sale of securities are
recorded on an identified cost basis.

Accounting 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  liabilities at the date of the financial  statements and
the reported  amounts of increases and  decreases in net assets from  operations
during the reporting period. Actual results could differ from those estimates.

2. INVESTMENT ADVISORY AND OTHER AGREEMENTS

MANAGEMENT AGREEMENT

Cornerstone  Equity  Advisors  Inc.  ("Cornerstone"  or the  "Manager"),  is the
investment  advisor to the Fund under an Investment  Advisory Agreement approved
by the shareholders on march 12, 1999. For its services,  Cornerstone receives a
fee from the Cornerstone Fixed Income Fund,  payable monthly,  at an annual rate
of .50%  on the  first  $100  million  of its  average  daily  net  assets,  and
decreasing by .02% of each $100 million increase in net assets down to an annual
rate of .40% on net assets in excess of $500 million.

During the fiscal year ended December 31, 1998,  Fundamental  Portfolio Advisors
Inc. served as investment  advisor to the Fund (from January 1, to May 31, 1998)
and Tocqueville  Asset Management L.P. served as interim  investment  advisor to
the Fund (from June 1, to September  28, 1998) each at the same rate  applicable
to Cornerstone's current and interim advisory contracts.

PLAN OF DISTRIBUTION

The Fund has adopted a plan of  distribution  pursuant to Rule 12b-1 of the 1940
Act (the Plan),  under which the Series pays to Cresvale  International (US) LLC
(the "Distributor") a fee, which is accrued daily and paid monthly, at an annual
rate of .50% of the Series'  average  daily net assets.  Amounts  paid under the
plan are paid to the  distributor  to compensate it for services it provides and
expenses it bears in  distributing  the Series'  shares to investors,  including
payment of  compensation  by the  Distribu tor to  securities  dealers and other
financial  institutions and organizations to obtain various distribution related
and/or administrative  services for the Series. Expenses of the Distributor also
include  expenses of its  employees,  who engage in or support  distribution  of
shares  or  service  shareholder  accounts,  including  overhead  and  telephone
expenses;  printing and distributing prospectuses and reports used in connection
with  the  offering  of  the  Series'  shares;  and  preparing,   printing,  and
distributing sales literature and advertising materials.

3. TRUSTEES' FEES

All of the  Trustees  of the Fund are also  directors  or  trustees of two other
affiliated  mutual funds for which the Manager acts as investment  advisor.  For
services and attendance at Board  meetings and meetings of committees  which are
common to each Fund,  each  Trustee  who is not  affiliated  with the Manager is
compensated at the rate of $5,000 per quarter pro rated among the funds based on
their respective average net assets.

4. SHARES OF BENEFICIAL INTEREST

As of June 30,  1999  there  were an  unlimited  number of shares of  beneficial
interest  (no par  value)  authorized  and  capital  paid in which  amounted  to
$2,279,461.  Transactions  in shares of  beneficial  interest,  all at $1.00 per
share were as follows.

SIX MONTHS ENDED YEAR ENDED
JUNE 30, 1999 DECEMBER 31, 1998
AMOUNT AMOUNT

Shares sold 1,478,938,249 2,125,152,302
Shares issued on reinvestment
of dividends 32,278 77,023
Shares redeemed (1,535,975,284) (2,079,196,134)
Net increase (decrease) $ (57,004,757) 46,033,191

5. Line of Credit

The Fund has a line of credit  agreement with its custodian bank  collateralized
by portfolio  securities.  At June 30, 1999,  there was no  outstanding  balance
under this line of credit. Interest on this line of credit accrues at the bank's
prime rate,  (7.75% at June 30,  1999.)  Additionally,  the Fund has a temporary
arrangement  in place with its custodian  bank whereby  overdrafts of the Fund's
custody  account are charged  interest  at the bank's  prime rate.  There was no
overdraft outstanding at June 30, 1999.

6. Expenses Paid Indirectly

The Fund has an arrangement  with its custodian  whereby  credits earned on cash
balances  maintained at the the custodian  are used to offset  custody  charges.
These credits amounted to approximatly $31,374 for the six months ended June 30,
1999.

7. Selected Financial Information
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, YEARS ENDED DECEMBER 31,
1999 1998++ 1997 1996 1995 1994

<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA AND RATIOS
(for a share outstanding throughout the period)

Net  Asset  Value,  Beginning  of Year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from Investment operations:
Net investment income 0.01 0.02 0.02 0.02 0.03 0.02

Less Distributions:
Dividends from net investment income (0.01) (0.02) (0.02) (0.02) (0.03) (0.02)

Net Asset Value, End of Year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00

Total Return 0.49% 1.77% 2.19% 2.28% 2.60% 1.69%

RATIOS / SUPPLEMENTAL DATA
Net Assets, End of Year (000) $2,292 $59,596 $ 13,263 $ 4,621 $ 11,251 $ 9,004
Ratios to Average Net Assets:
Expense 2.34%*@ 1.87%* 1.52%*+ 1.54%* 1.53%* 0.91%*+
Net investment income. 0.85%@ 1.46% 2.10% 2.04% 2.43% 1.55%
</TABLE>

+ These ratios are after expense reimbursements of 0.02% and 0.44% for the years
ended December 31, 1997 and 1994, respectively.

* These ratios would have been 2.20%,  1.77%,  1.40%,  and 1.35% net of expenses
paid indirectly of 0.14%, 0.10, 0.08%, 0.14% and 0.18 % for the six months ended
June 30,  1999 and the years  ended  December  31,  1998,  1997,  1996 and 1995,
respectively.

++ See Note 2 for changes in investment advisor during 1998
@ Annualized






CORNERSTONE FIXED INCOME FUNDS
CORNERSTONE HIGH-YIELD MUNICIPAL BOND SERIES
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1999 (UNAUDITED)

ASSETS
Investments, at value
(cost $1,820,067) $1,769,040
Interest receivable 33,089
Total assets 1,802,129

LIABILITIES Bank overdraft $240,192 Dividends payable 4,361 Due to Advisor 8,128
Accrued expenses 8,379 Total liabilities 261,060

NET ASSETS  consisting of:  Accumulated net realized loss $(123,609)  Unrealized
depreciation of securities (51,027) Paid-in-capital applicable to 226,235 shares
of Beneficial Interest 1,715,705 1,541,069

NET ASSET VALUE PER SHARE $6.81






CORNERSTONE FIXED INCOME FUNDS
CORNERSTONE HIGH-YIELD MUNICIPAL BOND SERIES
STATEMENT OF OPERATIONS
JUNE 30, 1999 (UNAUDITED)

INVESTMENT INCOME
Interest income $73,520

EXPENSES
Management fees $6,151
Custodian and fund  accounting fees 5,257 Transfer agent fees and expenses 4,698
Professional fees 1,107  Administration fees 926 Trustees' fees 443 Printing and
postage 957  Distribution  fees 1,945  Interest  15,622 Other 433 Total expenses
37,539 Total Investment Income 35,981

REALIZED  AND  UNREALIZED  GAIN  (LOSS)  ON  INVESTMENTS  Net  realized  gain on
investments  9,551 Net change in  unrealized  appreciation  or  depreciation  of
investments (114,944) Net loss on investments (105,393)

NET DECREASE IN NET ASSETS
FROM OPERATIONS ($69,412)






CORNERSTONE FIXED INCOME FUNDS
CORNERSTONE HIGH-YIELD MUNICIPAL BOND SERIES
STATEMENT OF CHANGES IN NET ASSETS
JUNE 30, 1999 (UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED
ENDED JUNE 30, DECEMBER 31,
1999* 1998
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM

OPERATIONS:
Net investment income $35,981 $75,733
Net realized gain on investments 9,551 25,554
Net change in unrealized appreciation or
depreciation on investments (114,944) (28,820)
Net increase (decrease) in net assets from operations (69,412) 72,111

DISTRIBUTIONS:
Distributions from investment income (35,981) (75,377)
CAPITAL SHARE TRANSACTIONS 74,462 (676,719)
Total decrease (30,931) (682,985)
NET ASSETS:
Beginning of year 1,572,000 2,254,985
End of year $1,541,069 $1,572,000
*Unaudited
</TABLE>

See Notes to Financial Statements






CORNERSTONE FIXED INCOME FUNDS
CORNERSTONE HIGH-YIELD MUNICIPAL BOND SERIES
STATEMENT OF CASH FLOWS
JUNE 30, 1999 (UNAUDITED)

INCREASE (DECREASE) IN CASH

CASH FLOWS FROM OPERATING ACTIVITIES

Net decrease to net assets from  operations  ($69,412)  Adjustments to reconcile
net  increase in net assets from  operations  to net cash  provided by operating
activities:  Purchase of  investment  securities  (514,844)  Proceeds on sale of
securities  1,146,108 Decrease in interest  receivable 8,658 Increase in accrued
expenses  1,313 Net  accreation of discount on  securities 0 Net realized  gain:
Investments  (9,551)  Unrealized  depreciation  on  securities  114,944 Net cash
provided by operating activities 668,542

CASH  FLOW FROM  FINANCING  ACTIVITIES:*  Decrease  in notes  payable  (304,473)
Proceeds on shares sold 6,251,542 Payment on shares repurchased (6,608,264) Cash
dividends  paid  (7,347) Net cash used in  financing  activities  (668,542)  Net
decrease in cash 0 Cash at beginning of year 0 Cash at end of year $0

* Non-cash  financing  activities not included herein consist of reinvestment of
dividends of $24,729.

See notes to Financial Statements





CORNERSTONE FIXED INCOME FUNDS
CORNERSTONE HIGH-YIELD MUNICIPAL BOND SERIES
STATEMENT OF INVESTMENTS
JUNE 30, 1999 (UNAUDITED)

PRINCIPAL
AMOUNT ISSUE VALUE

$250,000 Bibb County, GA, Development Authority
Multi-Family Revenue
Emerald Coast Housing II, Inc., Series A,
7.25%, 11/01/28 $240,306

40,000 Brookhaven, NY, IDA, CFR, Dowling College, 6.75%, 03/01/23 42,115

250,000 Colorado Health Facilities Authority, RHR,
Liberty Heights Project, ETM, CAB,
07/15/24 60,307
100,000 Escambia, FL, Housing Corporation, Royal
Arms Project, Series B, 9.00%, 07/01/16 100,055

500,000 Foothill / Eastern TCA, Toll Road Revenue, CAB, 01/01/26 113,907

25,000 Hidalgo County, TX, Health Services, Mission
Hospital Inc. Project, 6.88%, 08/15/26 26,617

50,000 + Illinois Development Financial Authority,
Solid Waste Disposal, RB, Ford Heights Waste
Tire Project, 7.88%, 04/01/11 10,577

45,000 Illinois Health Facilities Authority, Midwest
Physician Group Ltd Project, RB,
8.13%, 11/15/19 53,549

35,000 Indianapolis, IN, RB, Robin Run Village Project, 7.63%, 10/01/22 37,602

45,000 Joplin, MO, IDA, Hospital Facilities Revenue,
Tri State Osteopathic, 8.25%, 12/15/14 50,217

630,000  Marengo  County,  AL, Port  Authority  Facilities,  RB, CAB,  Series A,
03/01/19 145,815

85,000 Montgomery County, TX, Health Facilities
Development Corp., The Woodlands Medical
Center, 8.85%, 08/15/14 87,280

100,000 New York State, DAR, City University System
Residual Int Tr Recpts 27, MBIA Insured,
Liquidity The Bank of New York,
9.02%, 07/01/24 102,657

100,000 #X+  Niagara  Falls,  NY, URA,  Old Falls  Street  Improvement  Project,
11.00%, 05/01/09 35,795

50,000 Northeast, TX, Hospital Authority Revenue,
Northeast Medical Center, 7.25%, 07/01/22 55,490

75,000 Perdido, FL, Housing Corporation, RB, Series B, 9.25%, 11/01/16 75,031

30,000 Philadelphia,  PA, HEHA, Graduate Health Systems Project, 7.25%, 07/01/18
6,158

60,000 Port Chester, NY, IDA, Nadal Industries Inc.
Project, 7.00%, 02/01/16 60,225

25,000 Saint Paul, MN, Port Authority Industrial
Development Revenue 1996 Lottery, Series H,
8.50%, 09/01/11 23,846

75,000 San Antonio, TX, HFC, Multi Family Housing,
RB, Agape Metro Housing Project, Series A,
8.63%, 12/01/26 75,533

75,000 San Bernadino,  CA, San Bernadino Community Hospital, RB, 7.88%, 12/01/19
76,798

100,000 San  Bernadino  County,  CA, COP,  Series PA-38,  MBIA  Insured,  IFRN*,
12.23%,  07/01/16,  Rule  144A  Security  (restricted  as to  resale  except  to
qualified institutions) 118,055

60,000 X San Jose, CA, Redevelopment Agency, Tax Allocation Bonds, IFRN*, 9.09%,
08/01/16,  MBIA Insured,  Rule 144A Security  (restricted as to resale except to
qualified institutions) 64,386

35,000 Schuylkill County, PA, IDA Resource Recovery,
Schuykill Energy Res Inc., AMT,
6.50%, 01/01/10 34,790

15,000 #+ Troy, NY, IDA, Hudson River Project, 11.00%, 12/01/04 6,150

75,000 @+ Villages at Castle Rock, CO, Metropolitan District #4, 8.50%, 06/01/31
39,148

25,000 Wayne, MI, AFR, Northwest Airlines Inc.
6.75%, 12/01/15 26,631

Total Investments (Cost $1,820,067**) $1,769,040

* Inverse  Floating Rate Notes (IFRN) are instruments  whose interest rates bear
an inverse relationship to the interest rate on another security or the value of
an index. Rates shown are as of June 30, 1999. ** Cost is approximately the same
for income tax purposes.  # The value of this non-income  producing security has
been  estimated  by persons  designated  by the Fund's  Board of Trustees  using
methods the Trustees  believe  reflect fair value.  See note 5 to the  financial
statements.   +  Non-Income  Producing  Security  Denotes  non-income  producing
security. @ Security in default. Interest paid on cash flow basis. Rate shown as
of June 30, 1999. X The Fund,  or its  affiliates,  own 100% of the security and
therefore there is no trading in this security.

LEGEND

Issue

AFR Airport Facilities Revenue
CAB Capital Appreciation Bond
COP Certificate of Participation
CFR Civic Facility Revenue
ETM Escrowed to Maturity
HEHA Higher Education and Health  Authority HFC Housing Finance  Corporation IDA
Industrial   Development  Authority  MBIA  Municipal  Bond  Insurance  Assurance
Corporation RB Revenue Bond RHR Retirement  Housing  Revenue TCA  Transportation
Corridor Agency URA Urban Renewal Agency

See Notes to Financial Statements


CORNERSTONE FIXED INCOME FUNDS
CORNERSTONE HIGH-YIELD MUNICIPAL BOND SERIES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999 (UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES

Cornerstone  Fixed-Income Fund (the Fund) is an open-end  management  investment
company  registered under the Investment  Company Act of 1940. The Fund operates
as a series  company  currently  issuing  three  classes of shares of beneficial
interest,   the  Cornerstone  Tax-Free  Money  Market  Series,  the  Cornerstone
High-Yield  Municipal Bond Series and the Cornerstone U.S. Government  Strategic
Income Fund. Each series is considered a separate entity for financial reporting
and tax purposes.  The High-Yield  Municipal Bond Series seeks to provide a high
level of current income exempt from federal  income tax through  investment in a
portfolio  of lower  quality  municipal  bonds,  generally  referred to as "junk
bonds."  These bonds are  considered  speculative  because they involve  greater
price volatility and risk than higher rated bonds. The following is a summary of
significant  accounting  policies  followed  in the  preparation  of the Series'
financial statements:  Valuation of Securities: The Series' portfolio securities
are valued on the basis of prices  provided by an  independent  pricing  service
when, in the opinion of persons  designated by the Fund's trustees,  such prices
are  believed  to reflect the fair market  value of such  securities.  Prices of
non-exchange  traded  portfolio   securities  provided  by  independent  pricing
services are generally  determined without regard to bid or last sale prices but
take into account  institutional  size trading in similar  groups of securities,
yield, quality,  coupon rate, maturity,  type of issue, trading  characteristics
and other market data.  Securities traded or dealt in upon a securities exchange
and not subject to  restrictions  against  resale as well as options and futures
contracts  listed for  trading on a  securities  exchange  or board of trade are
valued at the last quoted sales price, or, in the absence of a sale, at the mean
of the last bid and asked prices. Options not listed for trading on a securities
exchange  or board of trade for which  over-the-counter  market  quotations  are
readily  available  are valued at the mean of the current bid and asked  prices.
Money market and short-term  debt  instruments  with a remaining  maturity of 60
days or less will be valued on an amortized cost basis. Securities not priced in
a manner  described  above and other assets are valued by persons  designated by
the Fund's trustees using methods which the trustees believe accurately reflects
fair value.

Federal Income Taxes:  It is the Series' policy to comply with the  requirements
of the Internal Revenue Code applicable to "regulated  investment companies" and
to  distribute  all of its  taxable and tax exempt  income to its  shareholders.
Therefore, no provision for federal income tax is required.

Distributions:  The Series  declares  dividends  daily  from its net  investment
income  and  pays  such  dividends  on the  last  business  day of  each  month.
Distributions of net capital gain, if any,  realized on sales of investments are
anticipated  to be made before the close of the Series' fiscal year, as declared
by the Board of Trustees. Dividends are reinvested at the net asset value unless
shareholders request payment in cash.

General:  Securities  transactions  are  accounted  for on a trade  date  basis.
Interest  income is accrued as earned.  Realized  gain and loss from the sale of
securities are recorded on an identified  cost basis.  Original issue  discounts
and premiums are amortized over the life of the respective securities.  Premiums
are amortized and charged  against  interest income and original issue discounts
are accreted to interest income.

Accounting 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  liabilities  at the date of the financial
statements  and the reported  amounts of increases  and  decreases in net assets
from operations  during the reporting  period.  Actual results could differ from
those estimates.

2. INVESTMENT ADVISORY AND OTHER AGREEMENTS

MANAGEMENT AGREEMENT

Cornerstone  Equity  Advisors  Inc.  ("Cornerstone"  ot the  "Manager"),  is the
investment  advisor to the Fund under an Investment  Advisory Agreement approved
by the shareholders on March 12, 1999. For its services,  Cornerstone receives a
fee from the Cornerstone  High-Yield Municipal Bond Series,  payable monthly, at
an annual  rate of .80% on the  first  $100  million  of its  average  daily net
assets,  and decreasing by .02% of each $100 million increase in net assets down
to .70% of net assets in excess of $500 million.

During the year 1998,  Fundamental  Portfolio Advisors Inc. served as investment
advisor to the Fund (from January 1, to May 31,  1998),  and  Tocqueville  Asset
Management L.P. served as interim  investment  advisor to the Fund (from June 1,
to September 28, 1998) each at the same rate applicable to Cornerstone's current
and interim advisory contracts.

PLAN OF DISTRIBUTION

The Fund has adopted a plan of  distribution  pursuant to Rule 12b-1 of the 1940
Act (the  Plan),  under  which the  High-Yield  Municipal  Bond  Series  pays to
Cresvale  International  (US) LLC (the  "Distributor")  a fee,  which is accrued
daily and paid monthly,  at an annual rate of .50% of the  High-Yield  Municipal
Bonds Series' average daily net assets.  Amounts paid under the plan are paid to
the  Distributor to compensate it for services it provides and expenses it bears
in  distributing  the  High-Yield  Municipal  Bonds Series' shares to investors,
including  payment of compensation by the Distributor to securities  dealers and
other financial  institutions and  organizations to obtain various  distribution
related  and/or  administrative  services  for the  High-Yield  Municipal  Bonds
Series.  Expenses of the Distributor  also include expenses of its employees who
engage in or support  distribution  of shares or service  shareholder  accounts,
including   overhead  and   telephone   expenses;   printing  and   distributing
prospectuses  and reports used in connection with the offering of the High-Yield
Municipal Bonds Series' shares; and preparing,  printing, and distributing,  and
distributing sales literature and advertising materials.  Because these payments
are paid out of High-Yield  Municipal  Bonds Series' assets on a continual basis
over time, these fees will increase the cost of your investment and may cost you
more than other types of sales charges.

3. TRUSTEES' FEES

All of the  Trustees  of the Fund are also  directors  or  trustees of two other
affiliated  mutual funds for which the Manager acts as investment  advisor.  For
services and attendance at Board  meetings and meetings of committees  which are
common to each fund,  each  Trustee  who is not  affiliated  with the Manager is
compensated at the rate of $5,000 per quarter pro rated among the funds based on
their respective average net assets.

4. SHARES OF BENEFICIAL INTEREST

As of June 30,  1999  there  were an  unlimited  number of shares of  beneficial
interest (no par value)  authorized  and paid in which  amounted to  $1,715,705.
Transactions in shares of benificial interest were as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, 1999 DECEMBER 31, 1998
SHARES AMOUNT SHARES AMOUNT
<S> <C> <C> <C> <C> <C>
Shares sold 870,994 $ 6,251,542 2,609,245 $ 19,283,525
Shares issued on reinvestment
of dividends 3,451 24,729 7,508 55,597
Shares redeemed (863,381) (6,201,809) (2,701,004) (20,018,841)
Net increase (decrease) 111,014 $ 74,462 (84,251) $ (679,719)
</TABLE>

5. INVESTMENT TRANSACTIONS

The  Series  invests  in  variable  rate  securities  commonly  called  "inverse
floaters." The interest rates on these  securities have an inverse  relationship
to the interest rate of other  securities  or the value of an index.  Changes in
interest rate on the other security or index  inversely  affect the rate paid on
the inverse floater,  and the inverse floater's price will be more volatile than
that of a fixed-rate  bond.  Certain  interest  rate  movements and other market
factors can substantially affect the liquidity of IFRN's.

The Series invests in lower rated or unrated ("junk")  securities which are more
likely to react to developments affecting market risk and credit risk than would
higher rated securities which react primarily to interest rate fluctuations. The
Series held securities in default with an aggregate value of $91,670 at December
31, 1998 (5.8% of net assets). As indicated in the Statement of Investments, the
Troy, NY Industrial  Revenue Bond,  11% due December 1, 1994 with a par value of
$15,000 and a value of $6,1 50 at December  31, 1998 has been  estimated in good
faith under methods determined by the Board of Trustees.

The Series owns 1.7% of a Niagara Falls New York Urban  Renewal  Agency 11% Bond
("URA Bond") due to mature on May 1, 2009 which has missed  interest and sinking
fund payments.  An affiliated  investment company owns 98.3% of this bond issue.
The Series was party to an agreement  whereby  certain related bonds owned by an
affiliate were to be subject to repayment under a debt assumption agreement. The
agreement  allowed the  affiliate to allocate a portion of the debt  services it
receives to the URA Bond. In exchange the Series forfeited certain rights it had
as holder of the URA bond. The debt  assumption was not completed and the timing
and amount of debt  service  payments  is  uncertain.  The value of this bond is
$35,795  and is valued at 35.80% of face  value at June30,  1999  under  methods
determined by the Board of Trustees.

During the six months  ended June 30, 1999,  the cost of purchases  and proceeds
from sales of investment  securities,  other than short-term  obligations,  were
$514,844 and $646,108, respectively.

As of June 30, 1999 net unrealized depreciation of portfolio securities amounted
to $51,027,  composed of  unrealized  appreciation  of $120,522  and  unrealized
depreciation of $171,579.

The Series has capital loss  carryforwards  to offset  future  capital  gains as
follows:

AMOUNT EXPIRATION
$20,200 12/31/1999
20,500 12/31/2000
54,300 12/31/2002
39,900 12/31/2003

$134,900

6. LINE OF CREDIT

The Fund has a  credit  agreement  with the  custodian  bank  collateralized  by
portfolio  securities.  At June 30, 1999, there was no outstanding balance under
this line of credit. Interest on this line of credit accrues at the bank's prime
rate  (7.75%  at  June  30,  1999.)  Additionally,  the  Fund  has  a  temporary
arrangement  in place with its custodian  bank whereby  overdrafts of the Fund's
custody  account are charged  interest  at the bank's  prime rate.  There was an
overdraft balance of $240,192 at June 30, 1999.

7. SELECTED FINANCIAL INFORMATION

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, YEARS ENDED DECEMBER 31,
1999 1998+ 1997 1996 1995 1994
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)

Net  Asset  Value,  Beginning  of Year $ 7.39 $ 7.53 $ 6.86 $ 7.07 $ 5.92 $ 7.27
Income from Investment operations:
Net investment income 0.16 0.29 0.37 0.47 0.34 0.43
Net realized and unrealized gains (losses)
from investments (0.49) (0.23) 0.67 (0.21) 1.15 (1.35)
Total from investment operations (0.33) 0.06 1.04 0.26 1.49 (0.92)

Less Distributions:
Dividends from net investment income (0.16) (0.29) (0.37) (0.47) (0.34) (0.43)
Net Asset Value, End of Year $ 6.81 $ 7.30 $ 7.53 $ 6.86 $ 7.07 $ 5.92

Total Return (4.54%) 0.74% 15.71% 4.05% 25.70% (12.9%)

RATIOS / SUPPLEMENTAL DATA
Net Assets, End of Year (000) $ 1,541 $ 1,572 $ 2,255 $ 1,858 $ 1,457 $ 979
Ratios to Average Net Assets:
Interest expense 2.02%** .84% - - - Operating  Expense 2.83%** 3.36% 2.58% 2.49%
2.50%  2.50%  Total  expenses  4.85%  4.20%  2.48%*  2.49%*  2.50%*  2.50%*  Net
investment  income 4.65% 3.63% 5.12%* 6.85%* 5.15%*  6.70%*  Portfolio  turnover
rate 27.17% 57.02% 133.79% 139.26% 43.51% 75.31% </TABLE>

* These ratios are after expense reimbursements of 3.52%, 4.59%, 6.22%, and
6.20% for the each of the years ended December 31, 1997, 1996, 1995, and 1994
respectively.
** Annualized
+ See note 2 for changes in investment advisor during 1998.

CORNERSTONE FIXED INCOME FUNDS
CORNERSTONE U.S. GOVERNMENT STRATEGIC INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1999 (UNAUDITED)

ASSETS
Investments, at value
(cost $3,971,262) $3,860,389
Cash 7,005
Interest receivable 33,089
Total assets 3,925,548

LIABILITIES  Dividends payable 5,022 Due to Advisor 2,428 Accrued expenses 5,314
Total liabilities 12,764

NET ASSETS consisting of: Accumulated net realized loss $(16,744,150) Unrealized
depreciation  of securities  (110,873)  Paid-in-capital  applicable to 3,148,873
shares of Benificial Interest 20,767,807 3,912,784

NET ASSET VALUE PER SHARE $1.24

CORNERSTONE FIXED INCOME FUNDS
CORNERSTONE U.S. GOVERNMENT STRATEGIC INCOME FUND
STATEMENT OF OPERATIONS
JUNE 30, 1999 (UNAUDITED)

INVESTMENT INCOME
Interest income $134,753

EXPENSES
Management fees $16,065
Custodian and fund accounting fees 5,845 Transfer agent fees 11,293 Professional
fees 32,520  Administration fees 2,193 Trustees' fees 1,227 Printing and postage
2,895 Distribution fees 2,716 Interest 5,687 Registration Fees 8,122 Other 1,057
Total expenses 89,863

Less:
Expenses paid indirectly (Note ?) (1,605)
Net expense 87,758
Total Investment Income 46,995

REALIZED  AND  UNREALIZED  GAIN  (LOSS)  ON  INVESTMENTS  Net  realized  loss on
investments  (80,860)  Net  change in  unrealized  depreciation  of  investments
(86,664) Net loss on investments (167,194)

NET DECREASE IN NET ASSETS
FROM OPERATIONS ($120,199)


CORNERSTONE FIXED INCOME FUNDS
CORNERSTONE U.S. GOVERNMENT STRATEGIC INCOME FUND
STATEMENT OF CHANGES IN NET ASSETS
JUNE 30, 1999 (UNAUDITED)

SIX MONTHS YEAR ENDED
ENDED JUNE 30, DECEMBER 31,
1999* 1998

INCREASE (DECREASE) IN NET ASSETS FROM

OPERATIONS:
Net investment  income $46,995  $373,842 Net realized gain (loss) on investments
(80,860)  1,170,270  Net change in  unrealized  change on  investments  (86,334)
(1,929,398) Net decrease in net assets from operations (120,199) (385,288)

DISTRIBUTIONS:
Distributions from investment income (46,995) (373,840)
CAPITAL SHARE TRANSACTIONS (Note 5) (732,675) (4,467,566)
Total Increase (decrease) (860,869) (5,226,693)
NET ASSETS:
Beginning of year 4,803,653 10,030,346
End of year $3,912,784 $4,803,653
*Unaudited

See Notes to Financial Statements


CORNERSTONE FIXED INCOME FUNDS
CORNERSTONE U.S. GOVERNMENT STRATEGIC INCOME FUND
STATEMENT OF CASH FLOWS
JUNE 30, 1999 (UNAUDITED)

INCREASE (DECREASE) IN CASH

CASH FLOWS FROM OPERATING ACTIVITIES

Net decrease to net assets from operations  ($120,199)  Adjustments to reconcile
net  increase in net assets from  operations  to net cash  provided by operating
activities:  Purchase of investment  securities  (7,062,522) Proceeds on sale of
securities  8,464,530 Decrease in interest receivable 23,304 Increase in accrued
expenses (2,343) Net accreation of discount on securities 477 Net realized gain:
Investments  80,860  Unrealized  depreciation  on  securities  86,334  Net  cash
provided by operating activities 1,470,441

CASH  FLOW FROM  FINANCING  ACTIVITIES:*  Decrease  in notes  payable  (664,779)
Proceeds on shares  sold 39,004  Payment on shares  repurchased  (827,217)  Cash
dividends paid (10,444)
Net cash used in  financing  activities  (1,463,436)  Net increase in cash 7,005
Cash at beginning of year 0 Cash at end of year $7,005

See notes to Financial Statements


CORNERSTONE FIXED INCOME FUND
U.S. GOVERNMENT STRATEGIC INCOME FUND
STATEMENT OF INVESTMENTS
JUNE 30, 1999 (UNAUDITED)

PRINCIPAL
AMOUNT ISSUE VALUE
$1,500,000 Federal National Mortgage Assoc.
Med Term Note, 6.59% 05/29/08 $1,452,060

2,000,000 Federal National Mortgage Assoc.
Med Term Note, 5.75% 02/03/04 1,941,772

470,000 Lubbok Texas Hsg Finance Corp GNMA
Mtg Bkd, 5.90% 12/01/03 466,557

Total Investments (Cost $3,971,262*) $3,860,389

* Cost is approximately the same for Federal Income Tax purposes

See Notes To Financial Statements


CORNERSTONE FIXED INCOME FUNDS
CORNERSTONE U.S. GOVERNMENT STRATEGIC INCOME FUND
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999 (UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES

Cornerstone  Fixed-Income Funds (the Fund) is an open-end management  investment
company  registered under the Investment  Company Act of 1940. The Fund operates
as a series  company  currently  issuing  three  classes of shares of beneficial
interest,   the  Cornerstone  Tax-Free  Money  Market  Series,  the  Cornerstone
High-Yield  Municipal Bond Series and the Cornerstone U.S. Government  Strategic
Income Fund.  The objective of the Series is to provide high current income with
minimum risk of principal and relative  stability of net asset value. The Series
seeks to  achieve  its  objective  by  investing  primarily  in U.S.  Government
Obligations. U.S. Government Obligations consist of marketable securities issued
or  guaranteed  by  the  U.S.  Government,  its  agencies  or  instrumentalities
(hereunder collectively referred to as "Government Securities"). The Series also
uses  leverage in seeking to achieve its  investment  objective.  Each series is
considered a separate entity for financial reporting and tax purposes.

Valuation of Securities-The Series' portfolio securities are valued on the basis
of prices  provided by an  independent  pricing  service when, in the opinion of
persons  designated by the Fund's trustees,  such prices are believed to reflect
the  fair  market  value  of such  securities.  Prices  of  non-exchange  traded
portfolio  securities  provided by  independent  pricing  services are generally
determined  without  regard to bid or last  sale  prices  but take into  account
institutional  size trading in similar  groups of  securities,  yield,  quality,
coupon rate, maturity,  type of issue, trading  characteristics and other market
data.  Securities traded or dealt in upon a securities  exchange and not subject
to restrictions  against resale as well as options and futures  contracts listed
for  trading on a  securities  exchange or board of trade are valued at the last
quoted  sales price,  or, in the absence of a sale,  at the mean of the last bid
and asked  prices.  Options not listed for trading on a  securities  exchange or
board  of  trade  for  which  over-the-counter  market  quotations  are  readily
available are valued at the mean of the the current bid and asked prices.  Money
market and short-term debt instruments  with a remaining  maturity of 60 days or
less will be valued on an  amortized  cost  basis.  Securities  not  priced in a
manner described above and other assets are valued by persons  designated by the
Fund's trustees using methods which the trustees believe reflect fair value.

Futures  Contracts-Initial  margin  deposits with respect to these contracts are
maintained by the Fund's  custodian in  segregated  asset  accounts.  Subsequent
changes in the daily  valuation of open  contracts are  recognized as unrealized
gains  or  losses.  Variation  margin  payments  are made or  received  as daily
appreciation or depreciation  in the value of these contracts  occurs.  Realized
gains or losses are recorded when a contract is closed.

Repurchase Agreements-The Series may invest in repurchase agreements,  which are
agreements pursuant to which securities are acquired from a third party with the
commitment  that they will be  repurchased  by the seller at a fixed price on an
agreed upon date. The Series may enter into repurchase  agreements with banks or
lenders  meeting  the  creditworthiness  standards  established  by the Board of
Trustees.  The resale  price  reflects  the  purchase  price plus an agreed upon
market  rate of  interest  which  is  unrelated  to the  coupon  rate or date of
maturity of the purchased  security.  The Series' repurchase  agreements will at
all times be fully  collateralized  in an  amount  equal to the  purchase  price
including accrued interest earned on the underlying security.

Reverse  Repurchase  Agreements-The  Series  may enter into  reverse  repurchase
agreements  with  the  same  parties  with  whom it may  enter  into  repurchase
agreements.  Under a reverse repurchase  agreement,  the Series sells securities
and agrees to repurchase  them at a mutually  agreed upon date and price.  Under
the Investment Company Act of 1940 reverse  repurchase  agreements are generally
regarded as a form of  borrowing.  At the time the Series  enters into a reverse
repurchase  agreement it will  establish and maintain a segregated  account with
its custodian  containing  securities from its portfolio having a value not less
than the repurchase price including accrued interest.

Federal Income Taxes-It is the Series' policy to comply with the requirements of
the Internal Revenue Code applicable to "regulated  investment companies" and to
distribute  all of its  taxable  and  tax  exempt  income  to its  shareholders.
Therefore, no provision for federal income tax is required.

Distributions-The Series declares dividends daily from its net investment income
and pays such dividends on the last business day of each month. Distributions of
net capital gain, if any, realized on sales of investments are anticipated to be
made before the close of the Series'  fiscal  year,  as declared by the Board of
Trustees.  Dividends are  reinvested at the net asset value unless  shareholders
request payment in cash.

General-Securities  transactions  are  accounted  for  on a  trade  date  basis.
Interest  income is accrued as earned.  Realized  gain and loss from the sale of
securities are recorded on an identified cost basis.  Discounts and premiums are
amortized  over the life of the  respective  securities.  Premiums  are  charged
against interest income and discounts are accreted to interest income.

Accounting  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 liabilities at the date of
the financial  statements and the reported amounts of increases and decreases in
net assets from  operations  during the reporting  period.  Actual results could
differ from those estimates.

2. INVESTMENT ADVISORY AND OTHER AGREEMENTS

MANAGEMENT AGREEMENT

Cornerstone  Equity  Advisors  Inc,  ("Cornerstone"  or the  "Manager"),  is the
investment  advisor to the Fund under an Investment  Advisory Agreement approved
by the shareholders on March 12, 1999. For its services,  Cornerstone reveives a
fee from the Cornerstone U.S. Government Strategic Income Fund, payable monthly,
at an annual  rate of .75% of its average  daily net assets up to $500  million,
 .725% per annum on the next $500  million,  and .70% per annum on assets over $1
billion.

During the fiscal year ended December 31, 1998,  Fundamental  Portfolio Advisors
Inc. served as investment advisor to the Fund (from January 1, to May 31, 1998),
and Tocqueville  Asset Management L.P. served as interim  investment  advisor to
the Fund (from June 1, to September  28, 1998) each at the same rate  applicable
to Cornerstone's current and interim advisory contracts.

PLAN OF DISTRIBUTION

The Fund has adopted a plan of  distribution  persuant to Rule 12b-1 of the 1940
Act (the "Plan"),  under which the Cornerstone U.S. Government  Strategic Income
Fund pays to Cresvale International (US) LLC (the "Distributor") a fee, which is
accrued daily and paid monthly,  at an annual rate of .50% of the Fund's average
daily net assets.  Amounts  paid under the Plan are paid to the  Distributor  to
compensate it for services it provides and expenses it bears in distributing the
Cornerstone  U.S.  Government  Strategi  c  Income  Fund  shares  to  investors,
including  payment of compensation by the Distributor to securities  dealers and
other financial  institutions and  organizations to obtain various  distribution
related and/or administrative services for the Fund. Expenses of the Distributor
also incluse expenses of its employees, who engage in or support distribution of
shares  or  service  shareholder  accounts,  including  overhead  and  telephone
expenses;  printing and distributing prospectuses and reports used in connection
with  the  offering  of  the  Fund's  shares;  and  preparing,   printing,   and
distributing sales literature and advertising materials.  Because these payments
are paid out of the Cornerstone U.S.  Government  Strategic Income Fund's assets
on a  continual  basis over  time,  these  fees will  increase  the cost of your
investment and may cost you more than other types of sales charges.

3. TRUSTEES' FEES
All of the  Trustees  of the Fund are also  directors  or  trustees of two other
affiliated  mutual funds for which the Manager acts as investment  advisor.  For
services and attendance at Board  meetings and meetings of committees  which are
common to each fund,  each  Trustee  who is not  affiliated  with the Manager is
compensated at the rate of $5,000 per quarter pro rated among the funds based on
their respective average net assets.

4. SHARES OF BENEFICIAL INTEREST

As of June 30,  1999  there  were an  unlimited  number of shares of  beneficial
interest  (no par value)  authorized  and  capital  paid-in  which  amounted  to
$1,715,705. Transactions of shares of beneficial interest were as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, 1999 DECEMBER 31, 1998
SHARES AMOUNT SHARES AMOUNT
<CAPTION>
<S> <C> <C> <C> <C>
Shares sold 30,698 39,004 2,609,245 $ 19,283,525
Shares issued on reinvestment
of dividends 25,637 32,452 7,508 55,597
Shares redeemed (626,444) (795,131) (2,701,004) (20,018,841)
Net (decrease) (570,109) $ (723,675) (84,251) $ (679,719)
</TABLE>

5. INVESTMENT TRANSACTIONS

During the six months ended June 30,  1999,  purchases  and sales of  investment
securities,  other than short-term obligations,  were $5,562,709 and $6,964,530,
respectively.

As of June 30, 1999 the Series had no unrealized  appreciation  or  depreciation
for tax purposes since it has elected to recognize market value changes each day
for tax purposes.

The Series has capital loss  carryforwards  to offset  future  capital  gains as
follows:

AMOUNT EXPIRATION
$15,071,500 December 31, 2002
588,100 December 31, 2004
251,400 December 31, 2005
808,000 December 31, 2006
$16,719,000

6. LINE OF CREDIT

The Fund has a line of credit  agreement with its custodian bank  collateralized
by portfolio  securities.  At June 30, 1999,  there was no  outstanding  balance
under this line of credit. Interest on this line of credit accrues at the bank's
prime rate,  (7.75% at June 30,  1999).  Additionally,  the Fund has a temporary
arrangement  in place with its custodian  bank whereby  overdrafts of the Fund's
custody  account are charged  interest  at the bank's  prime rate.  There was no
overdraft balance at June 30, 1999.

7. EXPENSE PAID INDIRECTLY:

The Fund has an arrangement  with its custodian  whereby  credits earned on cash
balances  maintained at the custodian are used to offset custody charges.  These
credits amounted to approximately $1,862 for the six months ended June 30, 1999.

8. SELECTED FINANCIAL INFORMATION

<TABLE>
<CAPTION>
YEAR
ENDED
JUNE 30, YEARS ENDED DECEMBER 31,
1999 1998 1997 1996 1995 1994
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the year)

Net  Asset  Value,  Beginning  of Year $ 1.29 $ 1.41 $ 1.43 $ 1.49 $ 1.37 $ 2.01
Income from Investment operations:
Net investment income 0.01 0.06 0.10 0.13 0.08 0.14
Net realized and unrealized gains (losses)
from investments (0.05) (0.12) (0.02) (0.06) 0.12 (0.64)
Total from investment operations (0.04) (0.06) 0.08 0.07 (0.20) (0.58)

Less Distributions:
Dividends from net investment income (0.01) (0.06) (0.10) (0.13) (0.08) (0.14)
Net Asset Value, End of Year $1.24 $1.29 $1.41 $1.43 $1.49 $1.37

Total Return (2.84%) (4.61%) 5.51% 5.02% 15.43% (25.57%)

RATIOS / SUPPLEMENTAL DATA
Net Assets, End of Year (000) $3,913 $4,804 $10,030 $13,224 $15,194 $19,020
Ratios to Average Net Assets:
Interest  expense  0.27% 1.54% 2.75% 2.61% 3.00% 2.01%  Operating  Expense 3.83%
3.30% 5.75% 3.41% 3.05% 2.16% Total  expenses(+)  (a) 4.10%*  5.05%* 8.50% 6.02%
6.05% 4.17% Net investment income. 2.20% 4.79% 6.83% 9.01% 5.91% 8.94% Portfolio
turnover rate 121.83% 68.44% 12.55% 12.65% 114.36% 60.66% </TABLE>

+ These ratios are after expense  reimbursements of 1.37%,  2.02%, and 1.00% for
the each of the years ended December 31, 1997, 1996, and 1995 respectively.  (a)
The ratios for each of the years in the three year period  ending  December  31,
1996 have been  reclassified to confirmed with the 1997  presentations.  * These
ratios  would have been 4.17% and 5.11% for the six months  ended June 30,  1999
and the year ended  Decmeber 31, 1998 net of expenses  paid  indirectly of 0.07%
and 0.06% respectively.




<PAGE>
CORNERSTONE FUNDS
RESULTS OF SPECIAL MEETING OF SHAREHOLDERS
MARCH 12, 1999

On March 12, 1999, a Special  Meeting of  Shareholders of the Funds was held (1)
to approve or disapprove a new investment  advisory  agreement with  Cornerstone
Equity  Advisors,  Inc.  (2) to elect six  directors/trustees  (3) to ratify the
payment of advisory fees by the Funds to Cornerstone  Equity Advisors,  Inc. for
the period from November 30, 1998 through the date of the special  meeting.  and
(4)  reclassification  of the  investment  policy for the Tax-Free  Money Market
Series.

THE TOTAL NUMBER OF SHARES OF THE FUNDS PRESENT BY PROXY WERE AS FOLLOWS:
Number of Shares Percentage of shares
present by proxy entitled to vote
FUNDAMENTAL FUNDS, INC. 87,917,028 63%
THE CALIFORNIA MUNI FUND 1,868,684 85%
FUNDAMENTAL FIXED INCOME FUND
Fundamental U.S. Govenment
Strategic Income Fund 2,613,929 71%
High-Yield Municipal Bond Series 200,962 75%
Tax-Free Money Market Series 4,056,242 73%

THE RESULTS OF VOTING FOR OR AGAINST THE APPROVAL OF THE NEW ADVISORY  AGREEMENT
FOLLOWS:
NUMBER OF SHARES
For Against Abstain
FUNDAMENTAL FUNDS, INC. 80,872,439 2,917,699 4,303,704
THE CALIFORNIA MUNI FUND 1,801,058 7,832 58,793
FUNDAMENTAL FIXED INCOME FUND
Fundamental U.S. Govenment
Strategic Income Fund 2,368,698 86,178 159,455
High-Yield Municipal Bond Series 188,217 7,008 5,737
Tax-Free Money Market Series 3,989,365 12,344 102,740

THE RESULTS OF THE VOTING FOR THE ELECTION OF DIRECTORS OF FUNDAMENTAL FUNDS,
INC. FOLLOWS:
Withold
For election Authority Status
William J. Armstrong 83,315,984 4,618,366 New Director
L. Greg Ferrone 40,685,477 47,248,875 Incumbent
G. John Fulvio 83,585,408 4,348,443 New Director
Stephen C. Leslie. 83,539,143 4,395,207 New Director
Leroy E. Rodman 83,091,346 4,843,004 New Director
Dr. Yvonne Scruggs-Lefwich 82,853,417 5,080,834 New Director





<PAGE>
CORNERSTONE FUNDS
RESULTS OF SPECIAL MEETING OF SHAREHOLDERS
MARCH 12, 1999

THE RESULTS OF THE VOTING FOR THE  ELECTION OF TRUSTEES OF THE  CALIFORNIA  MUNI
FUND FOLLOWS:

Withold
For election Authority Status
William J. Armstrong 1,830,875 36,808 New Trustee
L. Greg Ferrone 1,005,669 862,014 Incumbent
G. John Fulvio 1,830,876 36,808 New Trustee
Stephen C. Leslie 1,830,876 36,808 New Trustee
Leroy E. Rodman 1,830,876 36,808 New Trustee
Dr. Yvonne Scruggs-Lefwich 1,830,876 36,808 New Trustee

THE RESULTS OF THE VOTING FOR THE  ELECTION OF  TRUSTEES  OF  FUNDAMENTAL  FIXED
INCOME FUND FOLLOWS:

Withold
For election Authority Status
William J. Armstrong 6,561,234 360,948 New Trustee
L. Greg Ferrone 3,960,869 2,822,019 Incumbent
G. John Fulvio 6,625,335 293,847 New Trustee
Stephen C. Leslie 6,627,504 291,678 New Trustee
Leroy E. Rodman 6,617,582 301,601 New Trustee
Dr. Yvonne Scruggs-Lefwich 6,607,608 311,575 New Trustee

THE  RESULTS OF VOTING FOR OR AGAINST  THE  RATIFICATION  OF PAYMENT OF ADVISORY
FEES BY THE FUNDS TO  CORNERSTONE  EQUITY  ADVISORS  INC.,  FOR THE PERIOD  FROM
NOVEMBER 30, 1998 THROUGH THE DATE OF THE SPECIAL MEETING FOLLOWS:

Number of shares
For Against Abstain
FUNDAMENTAL FUNDS, INC. 79,856,636 3,795,257 4,539,949
THE CALIFORNIA MUNI FUND 1,797,358 12,338 57,989
FUNDAMENTAL FIXED INCOME FUND
Fundamental U.S. Govenment
Strategic Income Fund 2,335,870 103,349 175,003
High-Yield Municipal Bond Series 186,561 7,036 7,365
Tax-Free Money Market Series 3,974,179 14,564 115,706

THE RESULTS OF VOTING FOR OR AGAINST  RECLASSIFICATION  OF INVESTMENT POLICY FOR
THE TAX-FREE MONEY MARKET SERIES FOLLOWS:

Number of shares
For Against Abstain
FUNDAMENTAL FIXED INCOME FUND
Tax-Free Money Market Series 3,877,120 18,638 108,691


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