RNC MUTUAL FUND GROUP INC
N-30D, 1998-11-27
Previous: AMERICAN BUSINESS FINANCIAL SERVICES INC /DE/, 424B3, 1998-11-27
Next: RODNEY SQUARE TAX EXEMPT FUND, NSAR-B, 1998-11-27




                                     ANNUAL
                                     REPORT






                                   [RNC LOGO]













                               September 30, 1998
<PAGE>
                                   [RNC LOGO]

                                TABLE OF CONTENTS


RNC MONEY MARKET FUND
         Shareholder Letter............................................      2
         Investment Portfolio..........................................      3
         Statement of Assets and Liabilities...........................      5
         Statement of Operations.......................................      6
         Statement of Changes in Net Assets............................      7
         Financial Highlights..........................................      8

RNC EQUITY FUND
         Shareholder Letter............................................      9
         Investment Portfolio..........................................     12
         Statement of Assets and Liabilities...........................     15
         Statement of Operations.......................................     16
         Statement of Changes in Net Assets............................     17
         Financial Highlights..........................................     18

RNC MUTUAL FUND GROUP, INC.
         Notes to Financial Statements.................................     19
<PAGE>
                              RNC MONEY MARKET FUND

Dear Shareholders,

         We are  pleased  to provide  you with the annual  report for the fiscal
year ended September 30, 1998.

         The Fund continues to exhibit favorable returns as measured by its peer
group of First Tier  Taxable  Money Market  Funds.  This top tier group of funds
only invests in the highest quality short-term investments.  As of September 30,
1998,  the  gross  seven  day  yield  before  expenses  for the Fund  was  5.61%
(annualized)  compared to an average yield of 5.59% for the other funds outlined
as  reported  by IBC  Financial  Data,  Inc.  The  Fund's SEC seven day yield on
September 30, 1998 was 4.83%.

         During the past six months the global  economic  slowing and  selective
financial  crisis abroad  finally began to influence our domestic  economy.  The
slowing in manufacturing  and exports has been quite  pronounced,  however,  the
major impact was focused in the financial  sector.  The problems were associated
with  tighter  credit  policies  which  created  a  "liquidity  crunch"  for the
leveraged hedge funds and certain  broker/dealer  arbitrage units and caused the
Federal Open Market Committee ("FOMC") to lower interest rates.

         In this  environment  we  continued  to focus on quality and  liquidity
while being quite sensitive to the risk associated  with each  investment.  As a
result, we have broadened the types of instruments  utilized to include a larger
representation in government  agencies and bankers'  acceptance paper.  Although
these issues have somewhat  lower yields,  the  protective  characteristics  and
improved liquidity provide a good enhancement to the overall fund structure.

         Going forward,  we believe the FOMC,  under Chairman  Greenspan's  able
leadership,  will  maintain  their  easing bias while  focusing on our  domestic
economy.  We feel that  short-term  interest  rates will  continue to  vacillate
beyond norms while trending to lower levels. Therefore, we continue to emphasize
a longer maturity structure, which, on September 30, 1998 was 85 days.

         Thank you for expressing confidence in our ability to provide a benefit
to you as a  shareholder  in the  Fund.  Please  call us  should  you  have  any
questions regarding the Fund or your account.

Sincerely,


/s/ Daniel J. Genter

DANIEL J. GENTER
President
RNC Mutual Fund Group, Inc.
RNC Capital Management LLC

2
<PAGE>
                              RNC MONEY MARKET FUND


INVESTMENT PORTFOLIO AT SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------

              COMMERCIAL PAPER*: 46.7%
$1,320,000    Atlantis One Funding Corp., 5.49%, 11/12/98..........  $ 1,311,545
 1,500,000    Barton Capital Corp. (LOC Societe Generale),
                5.52%, 10/28/98......................................  1,493,790
 1,500,000    Centauri Corp., 5.54%, 10/15/98......................    1,496,769
 1,500,000    Cooperative Association of Tractor Dealers "A",
                5.50%, 11/3/98.......................................  1,492,438
 1,500,000    Edison Asset Securitization (LOC General Electric),
                5.54%, 10/1/98.......................................  1,500,000
 1,500,000    General Electric Capital Corp., 5.13%, 2/22/99.......    1,469,220
 1,500,000    General Motors Acceptance Corp., 5.52%, 10/6/98......    1,498,850
 1,653,000    Mercy Health Systems, 5.52%, 10/8/98.................    1,651,226
 1,022,000    Quincy Capital Corp. (LOC Bank of America),
                5.71%, 10/2/98.......................................  1,021,838
 1,500,000    Receivables Capital Corp. (LOC Bank of America),
                5.64%, 10/2/98.......................................  1,499,765
 1,500,000    Sydney Capital Corp., Inc., 5.55%, 10/23/98..........    1,494,913
                                                                     -----------
              Total Commercial Paper...............................   15,930,354
                                                                     -----------
              BANK OBLIGATIONS*: 10.1%
 1,500,000    Chase Manhattan Bank, NA, Bankers Acceptance,
              5.18%, 1/7/99........................................    1,478,848
 1,000,000    Citibank, NA, Bankers Acceptance, 5.37%,
              11/10/98.............................................      994,033
 1,000,000    First Chicago NBD, Bankers Acceptance, 5.30%,
              12/14/98.............................................      989,106
                                                                     -----------
              Total Bank Obligations...............................    3,461,987
                                                                     -----------
              FEDERAL AGENCY SECURITIES: 17.0%
   850,000    Federal National Mortgage Association, 5.12%,
              1/22/99..............................................      848,443
 3,075,000    Federal National Mortgage Association, 6.00%,
              10/21/99.............................................    3,075,781
 1,000,000    Federal Home Loan Bank, 5.30%, 11/18/98..............      999,394
   150,000    International Bank For Reconstruction &
              Development, 9.26%, 11/18/98.........................      150,684
   700,000    International Bank For Reconstruction &
              Development, 9.65%, 3/15/99..........................      712,056
                                                                     -----------
              Total Federal Agency Securities......................    5,786,358
                                                                     -----------

See accompanying notes to financial statements.

                                                                               3
<PAGE>
                              RNC MONEY MARKET FUND

INVESTMENT PORTFOLIO AT SEPTEMBER 30, 1998, CONTINUED
- --------------------------------------------------------------------------------
Principal Amount                                                    Market Value
- --------------------------------------------------------------------------------

              CORPORATE BONDS: 19.9%
$  355,000    American General Corp., 7.70%, 10/15/99............... $   361,859
   600,000    Household International, 6.00%, 3/15/99...............     600,636
   380,000    HydroQuebec, 7.74%, 2/26/99...........................    382,721
   150,000    International Lease Finance Corp., 5.50%, 1/15/99.....     999,249
   810,000    Morgan Stanley Group, 6.125%, 1/5/99..................     810,810
   650,000    PepsiCo, Inc., 7.625%, 12/18/98.......................     652,686
 2,000,000    Salomon, Inc., 6.22%, 11/19/98........................   2,001,814
 1,000,000    Sears Roebuck & Co., 5.86%, 1/22/99...................   1,000,592
                                                                     -----------
              Total Corporate Bonds.................................   6,810,367
                                                                     -----------
              OVERNIGHT REPURCHASE AGREEMENT: 5.8%
 1,989,000    Seattle Northwest Government Repurchase Agreement,
              5.45%, dated 9/30/98,  due 10/1/98, collateralized
              by $2,125,000 par value ($2,034,900 market value)
              Federal Home Loan Mortgage Corporation, 7.125%, due
              7/21/99 (proceeds $1,989,297).........................   1,989,000
                                                                     -----------

              Total investment portfolio: 99.5%.....................  33,978,066
              Other assets less liabilities: 0.5%...................     155,589
                                                                     -----------
              Net assets: 100.00%................................... $34,133,655
                                                                     ===========

* Positions are purchased at a discount and do not bear a coupon  interest rate.
Rates shown are in effect on  September  30,  1998.  See  accompanying  notes to
financial statements.



See accompanying notes to financial statements.

4
<PAGE>
                              RNC MONEY MARKET FUND

STATEMENT OF ASSETS AND LIABILITIES - SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------

ASSETS:
  Investment portfolio (cost of $33,978,066)...................    $33,978,066
  Cash.........................................................            660
  Receivable for interest .....................................        249,954
  Other assets.................................................         74,393
                                                                   -----------
      Total assets.............................................     34,303,073
                                                                   -----------
LIABILITIES:
  Dividends payable............................................        149,297
  Investment advisory fees.....................................          8,597
  Other accrued expenses.......................................         11,524
                                                                   -----------
      Total liabilities........................................        169,418
                                                                   -----------
NET ASSETS (equivalent to $1.00 per share based on
  34,135,979 shares of capital stock outstanding...............    $34,133,655
                                                                   ===========


See accompanying notes to financial statements.

                                                                               5
<PAGE>
                              RNC MONEY MARKET FUND

STATEMENT OF OPERATIONS - FOR THE YEAR ENDED SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------

INVESTMENT INCOME
 Income interest...............................................     $2,152,083
                                                                    ----------
 Expenses:
   Advisory fees (Note 3)......................................        155,512
   Shareholders' Rule 12b-1 Plan expense (Note 3)..............         94,824
   Administration fees (Note 3)................................         40,000
   Professional fees...........................................         33,922
   Registration expense........................................         23,999
   Fund accounting expense.....................................         22,410
   Custodian fees..............................................         20,994
   Audit fees..................................................         14,001
   Transfer agent fees.........................................         11,116
   Printing & other fees.......................................          6,304
   Directors' fees.............................................          5,000
   Insurance fees..............................................            388
   Miscellaneous fees..........................................          5,000
                                                                    ----------
     Total expenses............................................        433,470
     Less: expenses waived (Note 3)............................       (146,007)
                                                                    ----------
     Net expenses..............................................        287,463
                                                                    ----------

   Net investment income ......................................      1,864,620
                                                                    ----------
   Net increase in net assets resulting from operations .......     $1,864,620
                                                                    ==========



See accompanying notes to financial statements.

6
<PAGE>
                              RNC MONEY MARKET FUND


STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
                                                Year Ended          Year Ended
                                                 September           September
                                                 30, 1998            30, 1997
- --------------------------------------------------------------------------------

Net increase in net assets resulting
 from operations...........................  $   1,864,620        $   2,131,026
                                             -------------        -------------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
 From net investment income................     (1,867,023)          (2,131,026)
                                             -------------        -------------
CAPITAL SHARE TRANSACTIONS:
 Proceeds from shares sold.................    171,813,189          168,807,286
 Proceeds from shares reinvested...........        309,427              382,687
 Cost of shares redeemed...................   (182,556,191)        (162,364,004)
                                             -------------        -------------
     Total increase (decrease) from
      capital share transactions...........    (10,433,575)           6,825,969
                                             -------------        -------------
     Total increase (decrease) in
      net assets...........................    (10,435,978)           6,825,969

NET ASSETS:
Beginning of the year......................     44,569,633           37,743,664

End of year ...............................  $  34,133,655        $  44,569,633
                                             =============        =============
CHANGE IN SHARES:
Shares sold ...............................    171,813,189          168,807,208
Shares reinvested..........................        309,427              382,687
Shares redeemed............................   (182,556,191)        (162,364,004)

Net increase (decrease)....................    (10,433,575)           6,825,891
                                             =============        =============

See accompanying notes to financial statements.

                                                                               7
<PAGE>
                              RNC MONEY MARKET FUND


FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
                                                             For the Year Ended September 30,
- ------------------------------------------------------------------------------------------------------

                                                   1998        1997        1996        1995       1994
                                                   ----        ----        ----        ----       ----
<S>                                              <C>         <C>        <C>         <C>         <C>
Net asset value at beginning of year...........  $ 1.000     $ 1.000    $ 1.000     $ 1.000     $ 1.000
                                                 -------     -------    -------     -------     -------
Income from investment operations:
  Net investment income........................     .049        .049       .047        .051        .032

Less distributions:
  From net investment income...................    (.049)      (.049)     (.047)      (.051)      (.032)
                                                 -------     -------    -------     -------     -------

Net asset value at end of year.................  $ 1.000     $ 1.000    $ 1.000     $ 1.000     $ 1.000
                                                 =======     =======    =======     =======     =======

Total return...................................     4.99%       5.01%      4.70%       5.10%       3.20%

Ratios/supplemental data:

Net assets, end of year (000's)................  $34,134     $44,570    $37,744     $31,066     $43,686

Ratio of expenses to average net assets:
  After expense waiver.........................     0.76%       0.70%      0.90%       0.80%       0.70%

Ratio of net investment income to
  average net assets (net of expense waiver)...     4.92%       4.90%      4.70%       5.00%       3.20%
</TABLE>

See accompanying notes to financial statements.

8
<PAGE>
                                 RNC EQUITY FUND

Dear Shareholders,

         As the President and CEO of RNC Capital Management LLC, the Advisor for
the RNC Equity Fund, I would like to thank you for your continued  participation
in the Fund. The following  report  contains a summary of the performance of the
Fund for the year ended September 30, 1998. In addition, you will find financial
statements  that  include  the  holdings  of the  Fund as  well as all  expenses
incurred by the Fund as of September 30, 1998.

         Unlike the previous  semi-annual  letter detailing the Fund's excellent
growth in assets through market  appreciation and contributions,  I am unable to
report  similar  increases in assets due primarily to the stock market which has
undergone a sharp correction within the past few months, that, in many respects,
resembles a Bear market.  To summarize,  the stock market  continued to climb to
new highs from the end of March  right up until  mid-July  in  response to lower
inflation and interest rates.  Then,  increasing  concerns over valuation levels
and the impact of emerging  market  devaluations  caused a dramatic shift from a
bullish  sentiment to a bearish  sentiment and a precipitous  19% decline in the
S&P 500. Despite the setback suffered by the Fund in the third quarter, over the
past twelve months, the Fund has enjoyed  significant growth in assets both from
new participants as well as some modest appreciation.  For the fiscal year ended
September 30, 1998, the Fund appreciated 2.7%, which compares favorably with the
negative  .06%  return for the  average  Growth  and  Income  Fund and even more
favorably  with the more  aggressive  Growth Fund which recorded a negative 1.5%
return over the same period according to Lipper Analytical Services.

         While no one event  triggered  the  abrupt  shift from  bullishness  to
bearishness,  the uncertainty of future profit growth, particularly as the Asian
recession deepened, as well as the shocking Russian debt moratorium,  stimulated
anxiety throughout the capital markets.  Also, with Price/Earnings ratios rising
to 25x estimated  earnings and 29x trailing  earnings,  both of which  represent
historical  highs,  the stock  market had  little  room for  disappointment.  In
addition, the fear of emerging market currencies, particularly in Latin America,
plus the  possibility  of a U.S.  recession  as a result of the global  economic
turmoil,  all loomed ominously.  Prior to July, the market, had overlooked these
concerns   and   focused   primarily   on  the  strong   domestic   economy  and
unrealistically  high profit  forecasts for this year and next. The result was a
flight of capital from more volatile assets, such as common stocks, to the safer
havens of U.S. Treasury  obligations.  The impact on the broad market was deeply
felt as the S&P 500 declined just over 19% from its mid-July peak to a low point
reached on August 31, 1998. During this same period,  the average New York Stock
Exchange  listed stock  suffered a much  greater loss of 35%,  while the Russell
2000 (a proxy for small-cap stocks), after peaking in April, fell over 31%. As a
point of reference,  declines of this magnitude had not been seen since the Bear
market of 1990. As the degree of deterioration for these indices indicate, there
was  nowhere for equity  investors  to hide.  In the third  quarter  alone,  the
average U.S. stock fund declined 15%,  small-cap  funds fared even worse with an
average loss of 21% and emerging  market funds lost a crushing  23.5% on average
according to Lipper Analytical Services.

         While our previous shareholder letter referred to the possibility of an
outside  event  occurring  which would alter the  direction  of the market,  and
perhaps occasion another  correction  similar to October 1997, the actual degree
of  decline to which the  market  plunged  over a  relatively  brief  period was
neither expected nor, of course,  welcomed.  Furthermore,  heightened volatility
resulted in wide daily  fluctuations in the market causing stress on a number of
individual  positions,  not to mention the psyche of most investors.  Throughout
this turbulent
                                                                               9
<PAGE>
                                 RNC EQUITY FUND

period,  we  have  remained  virtually  fully  invested  while  seeking  to take
advantage  of  pricing  in  efficiencies   that  typically  occur  during  sharp
corrections. As a result, the turnover of the Fund has increased somewhat as new
positions were  established in several  attractively  priced issues and proceeds
were raised by reducing  position sizes of several issues or, in the case of two
holdings  (Avnet and  Halliburton),  sold outright.  Currently,  the ten largest
holdings in the Fund equal approximately 34% of the Fund's assets.

         While volatility  promises to be a regular  occurrence for this market,
with many trading days  exceeding  one percent or more in either  direction,  at
this juncture it appears that the worst of the decline may be over.  The Federal
Reserve's intervention in the form of a 25 basis point rate cut on September 29,
1998 may well have forestalled a credit crunch as well as a domestic  recession.
The equity market,  in response to the rate cut, bottomed and resumed its upward
climb and is even now approaching its old highs. The longer-term outlook remains
somewhat  clouded by the lack of earnings  growth  expected for the remainder of
this  year and next  year.  Additional  Fed rate  reductions,  continued  benign
inflation,  the absence of a recession,  and some progress in addressing  global
concerns will  certainly be necessary if the market is to resume and sustain its
long-term  uptrend and not just be  confined  to a wide  trading and not just be
confined to a wide trading range over the next few months. (While this report is
centered on the fiscal year ending September 30, 1998, we would be remiss not to
mention  that the Federal  Reserve has lowered  rates twice more in the past six
weeks  following  the  initial  cut,  clearly  sending a message to the  capital
markets  that a U.S.  recession  just is not  acceptable  even  if the  economic
conditions in Asia and various  emerging  markets remain  precarious).  Finally,
based on the  assumption  that the  relatively  brief but painful Bear market is
behind  us, and in  conjunction  with our  general  approach  of  staying  fully
invested,  we are maintaining a low cash position while aggressively seeking out
mispriced  securities.  At all times,  our stock  selection  remains  focused on
identifying  superior  earnings  companies  with well  above  average  long-term
potential selling at reasonable valuations. Our objective, as always, is capital
appreciation within a framework of reasonable market risk.

         Once again, thank you for your ongoing  participation in the RNC Equity
Fund. It is periods of market turmoil such as we have  experienced over the past
several months that prove the premise that consistent long-term participation in
the market is required in order to achieve long-term objectives.

         If you have any questions regarding your investment in the Fund, please
contact us at your convenience.

Sincerely,


/s/ Daniel J. Genter

DANIEL J. GENTER
President
RNC Mutual Fund Group, Inc.
RNC Capital Management LLC

10
<PAGE>
                                 RNC EQUITY FUND


           COMPARISON OF THE CHANGE IN VALUE OF A $10,000 INVESTMENT
                  IN THE RNC EQUITY FUND AND THE S&P 500 INDEX


                          Average Annual Total Returns
                        Periods Ended Septembet 30, 1998
                       1 Year...................... 2.68%
                       Inception (11/1/96)......... 13.34%


                                   RNC Equity Fund            S&P 500
                                   ---------------            -------
                11/1/96               $10,000                 $10,000
               12/31/96                10,117                  10,525
                3/31/97                10,233                  10,758
                6/30/97                11,667                  12,577
                9/30/97                12,375                  13,460
               12/31/97                12,917                  13,789
                3/31/98                14,427                  15,655
                6/30/98                14,670                  16,111
                9/30/98               $12,707                 $14,451


Past performance is not predictive of future performance.

                                                                              11
<PAGE>
                                 RNC EQUITY FUND

INVESTMENT PORTFOLIO AT SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------
Shares         COMMON STOCKS: 97.5%                                 Market Value
- --------------------------------------------------------------------------------

              AEROSPACE: 1.1%
2,000         Boeing Company.....................................      $ 68,625
                                                                       --------
              AUTO: 3.1%
4,300         Ford Motor Company.................................       201,831
                                                                       --------
              BANKING: 8.3%
7,300         Bank of New York Co................................       199,838
3,400         Chase Manhattan Corp...............................       147,050
5,600         Norwest Corp.......................................       200,550
                                                                       --------
                                                                        547,438
                                                                       --------
              BEVERAGES: 2.1%
4,700         PepsiCo. Inc.......................................       138,356
                                                                       --------
              CAPITAL GOODS: 3.0%
2,500         General Electric Co................................       198,906
                                                                       --------
              CHEMICALS: 2.6%
2,000         Dow Chemical Company...............................       170,875
                                                                       --------
              COMPUTERS & PERIPHERALS: 7.2%
3,400         HewlettPackard Company.............................       179,988
2,300         International Business Machines Corp...............       294,400
                                                                       --------
                                                                        474,388
                                                                       --------
              COMPUTER SOFTWARE & SERVICES: 1.1%
3,100         First Data Corp....................................        72,850
                                                                       --------
              CONSUMER PRODUCTS: 4.1%
5,200         Avon Products, Inc.................................       145,925
1,700         Procter & Gamble Company...........................       120,594
                                                                       --------
                                                                        266,519
                                                                       --------
              DIVERSIFIED MANUFACTERS: 3.5%
4,100         Tyco International Ltd.............................       226,525
                                                                       --------

See accompanying notes to financial statements.

12
<PAGE>
                                 RNC EQUITY FUND

INVESTMENT PORTFOLIO AT SEPTEMBER 30, 1998, CONTINUED
- --------------------------------------------------------------------------------
Shares                                                              Market Value
- --------------------------------------------------------------------------------

              DRUGS: 20.0%
3,400         Alza Corporation.................................      $  147,475
2,700         American Home Products Corp......................         141,413
7,000         HBO & Co.........................................         202,125
2,800         Johnson & Johnson Company........................         219,100
3,000         Lilly (Eli) & Co.................................         234,938
1,800         Pfizer, Inc......................................         190,687
1,700         ScheringPlough Corp..............................         176,056
                                                                      ---------
                                                                      1,311,794
                                                                      ---------
              ENTERTAINMENT: 2.4%
6,300         The Walt Disney Company..........................         159,469
                                                                      ---------
              FINANCIAL SERVICES: 6.5%
6,000         MBNA Corp........................................         171,750
6,800         Travelers, Inc...................................         255,000
                                                                      ---------
                                                                        426,750
                                                                      ---------
              FOOD  MISCELLANEOUS/DIVERSIFIED: 3.0%
4,000         Bestfoods........................................         193,750
                                                                      ---------
              INSURANCE: 5.4%
3,900         Hartford Financial Services Group................         185,006
3,450         Marsh & McLennan Companies.......................         171,637
                                                                      ---------
                                                                        356,643
                                                                      ---------
              MISCELLANEOUS: 2.3%
4,500         ITT Industries, Inc..............................         152,437
                                                                      ---------
              PETROLEUM: 5.4%
2,000         Chevron Corp.....................................         168,125
3,000         Texaco, Inc......................................         188,063
                                                                      ---------
                                                                        356,188
                                                                      ---------
              RAW MATERIALS: 2.3%
2,800         PPG Industries...................................         152,775
                                                                      ---------

See accompanying notes to financial statements.

                                                                              13
<PAGE>
                                 RNC EQUITY FUND


INVESTMENT PORTFOLIO AT SEPTEMBER 30, 1998, CONTINUED
- --------------------------------------------------------------------------------
Shares                                                              Market Value
- --------------------------------------------------------------------------------

              RECREATIONAL: 3.4%
7,000         Carnival Corp., Class A............................   $  222,687
                                                                    ----------
              RETAILING: 3.9%
3,500         Lowe's Co., Inc....................................      111,344
2,800         May Department Stores Company......................      144,200
                                                                    ----------
                                                                       255,544
                                                                    ----------
              TOYS: 1.3%
3,000         Mattel Inc.........................................       84,000
                                                                    ----------
              TELECOMMUNICATIONS SERVICES: 5.5%
2,600         BellSouth Corp.....................................      195,650
3,000         GTE Corp...........................................      165,000
                                                                    ----------
                                                                       360,650
                                                                    ----------
              Total Common Stocks (cost $5,966,133)..............    6,399,000
                                                                    ----------
 Principal
  Amount      REPURCHASE AGREEMENT: 4.0%
- --------------------------------------------------------------------------------
$265,000      Star Bank Repurchase Agreement, 4.9%, dated 9/30/98,
              due 10/1/98, collateralized by $273,070 GNMA, 6.5%,
              due 2/20/24, (proceeds $265,036) (cost $265,000)....     265,000
                                                                    ----------

              Total Investments: 101.5% (cost $6,231,133+)........   6,664,000
              Liabilities in excess of Other Assets: (1.5)%.......    (101,685)
                                                                    ----------
              Total Net Assets: 100.0%............................  $6,562,315
                                                                    ==========
+ Cost for Federal income tax purposes is the same.

              Net unrealized appreciation consists of:
              Gross unrealized appreciation.......................  $  773,469
              Gross unrealized depreciation.......................    (340,602)
                                                                    ----------
                 Net unrealized appreciation......................  $  432,867
                                                                    ==========

See accompanying notes to financial statements.

14
<PAGE>
                                 RNC EQUITY FUND


STATEMENT OF ASSETS AND LIABILITIES - SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------

ASSETS:
 Investments in securities, at value (cost $6,231,133)...........   $6,664,000
                                                                    ----------
 Cash............................................................          120
 Receivables for dividends and interest..........................        7,409
 Deferred organizational costs, net (Note 2).....................       24,177
 Other assets....................................................       18,300
                                                                    ----------
    Total assets.................................................    6,714,006
                                                                    ----------
LIABILITIES:
 Payable:
   For securities purchased......................................       55,838
   Fund shares redeemed..........................................        6,807
 Due to advisor (Note 2).........................................       36,263
 Accrued 12b-1 expenses (Note 3).................................        4,004
 Other accrued expenses..........................................       48,258
                                                                    ----------
    Total liabilities............................................      151,170
                                                                    ----------

NET ASSETS  .....................................................   $6,562,836
                                                                    ==========

  NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
    ($6,562,836/431,410 shares outstanding; 500,000,000
    shares authorized with $0.01 par value)......................   $    15.21
                                                                    ==========

SOURCES OF NET ASSETS:
 Paid in capital.................................................   $6,202,081
 Accumulated net investment income...............................        9,504
 Accumulated net realized loss on investments....................      (81,616)
 Net unrealized appreciation of investments......................      432,867
                                                                    ----------
    Net assets...................................................   $ 6,562,836
                                                                    ===========

See accompanying notes to financial statements.

                                                                              15
<PAGE>
                                 RNC EQUITY FUND

- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS - FOR THE YEAR ENDED SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------

INVESTMENT INCOME
 Income
   Dividends......................................................... $  78,566
   Interest..........................................................     8,530
                                                                      ---------
      Total investment income........................................    87,096
                                                                      ---------

 Expenses
   Advisor fees (Note 3).............................................    51,010
   Administration fees (Note 3)......................................    40,000
   Professional fees.................................................    14,984
   Audit fees........................................................    14,001
   Fund accounting expense...........................................    10,262
   Shareholders' Rule 12b-1 Plan expense (Note 3)....................    12,980
   Transfer agent fees...............................................     9,600
   Custodian expense.................................................     8,934
   Amortization of deferred organizational costs (Note 2-F)..........     7,823
   Directors fees....................................................     5,344
   Registration expense..............................................     5,598
   Printing expenses.................................................     1,418
   Insurance expense.................................................       125
   Miscellaneous expense.............................................     3,927
                                                                      ---------
      Total expenses.................................................   186,006
      Less: expenses waived and reimbursed (Note 3)..................  (100,606)
                                                                      ---------
      Net expenses...................................................    85,400
                                                                      ---------

   NET INVESTMENT INCOME ............................................     1,696
                                                                      ---------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
 Net realized loss on investments....................................   (62,752)
 Net change in unrealized depreciation of investments for the year...   (12,682)
                                                                      ---------
      Net realized and unrealized loss on investments................   (75,434)
                                                                      ---------

       Net decrease in Net Assets Resulting from Operations ......... $ (73,738)
                                                                      =========

See accompanying notes to financial statements.

16
<PAGE>
                                 RNC EQUITY FUND

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                                                      For the Year        November 1, 1996*
                                                         Ended                through
                                                   September 30, 1998   September 30, 1997
- -------------------------------------------------------------------------------------------
<S>                                                  <C>                   <C>
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS
Net investment income............................    $     1,696           $     5,645
Net realized loss on investments.................        (62,752)              (18,864)
Net change in unrealized appreciation
 (depreciation) of investments...................        (12,682)              445,549
                                                     -----------           -----------
      Net increase (decrease) in net
       assets resulting from operations..........        (73,738)              432,330
                                                     -----------           -----------
Distributions to shareholders from
  net investment income..........................        (12,776)                    0
                                                     -----------           -----------
CAPITAL SHARE TRANSACTIONS:
 Proceeds from shares sold.......................      3,860,678             3,240,812
 Net asset value of shares issued on
  reinvestment of distributions..................         12,775                     0
 Cost of shares redeemed.........................       (742,171)             (155,074)
                                                     -----------           -----------
      Total increase from capital share
       transactions..............................      3,131,282             3,085,738
                                                     -----------           -----------
      Total increase in net assets...............      3,044,768             3,518,068
                                                     -----------           -----------
NET ASSETS:

Beginning of the period..........................      3,518,068                     0
                                                     -----------           -----------
End of period (including undistributed
  net investment income of $9,504 and
  $5,645, respectively)..........................    $ 6,562,836           $ 3,518,068
                                                     ===========           ===========
CHANGE IN SHARES:
Shares sold .....................................        237,937               248,230
Shares issued on reinvestment of distributions...            789                     0
Shares redeemed..................................        (44,180)              (11,366)
                                                     -----------           -----------
      Net increase...............................        194,546               236,864
                                                     ===========           ===========
</TABLE>

* Commencement of operations.

See accompanying  notes to financial  statements.

                                                                              17
<PAGE>
                                 RNC EQUITY FUND


FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                                                      For the Year        November 1, 1996*
                                                         Ended                through
                                                   September 30, 1998   September 30, 1997
- -------------------------------------------------------------------------------------------
<S>                                                  <C>                   <C>

Net asset value at beginning of period...........     $ 14.85                 $12.00
                                                      -------                 ------
Income from investment operations:
  Net investment income..........................         .01                    .02
  Net realized and unrealized gain on
   investments...................................         .39                   2.83
                                                      -------                 ------
Total from investment operations.................         .40                   2.85
                                                      -------                 ------
Less distributions:
  From net investment income.....................        (.04)                   .00
                                                      -------                 ------

Net asset value at end of period.................     $ 15.21                 $14.85
                                                      =======                 ======

Total return.....................................       2.68%                  23.75%++

RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (000's omitted)........     $6,562                  $3,518

Ratio of expenses to average net assets:
  Before expense reimbursement...................       3.57%                   8.50%+
  After expense reimbursement....................       1.64%                   1.65%+

Ratio of net investment income (loss) to
average net assets:
  Before expense reimbursement...................      (1.90%)                 (6.53%)+
  After expense reimbursement....................       0.03%                   0.32%+

Portfolio turnover rate..........................      20.00%                  38.00%
</TABLE>

*  Commencement of operations.

+  Annualized.

++ Not annualized.

See accompanying notes to financial statements.

18
<PAGE>
                           RNC MUTUAL FUND GROUP, INC.


NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 1998
- --------------------------------------------------------------------------------

1. ORGANIZATION

      The RNC Mutual Fund Group,  Inc. (the  "Group"),  is registered  under the
Investment  Company  Act of 1940  (the  "1940  Act") as an  open-end  management
investment company, with two diversified funds: The RNC Equity Fund (the "Equity
Fund") and the RNC Money Market Fund (the "Money Fund"), formerly the RNC Liquid
Assets Fund, Inc.,  (collectively the "Funds"). The Equity Fund began operations
on  November 1, 1996.  The  investment  objective  of the Equity Fund is to seek
above-average  total return  consistent with reasonable  risk. The Fund seeks to
achieve its  objective by investing  primarily in equity  securities.  The Money
Fund's investment  objective is high current income consistent with preservation
of capital and liquidity.

2. SIGNIFICANT ACCOUNTING POLICIES

      The following is a summary of significant accounting policies consistently
followed by the Funds.  These policies are in conformity with generally accepted
accounting principles.

     A.   Security  Valuation.  Investments  in securities  traded on a national
          securities  exchange or included in the NASDAQ  National Market System
          are  valued at the last  reported  sale  price at the close of regular
          trading on the last business day of the period;  securities  traded on
          an  exchange  or NASDAQ  for which  there have been no sales and other
          over-the-counter securities are valued at the last reported bid price.
          Securities for which  quotations are not readily  available are valued
          at their  respective  fair values as  determined  in good faith by the
          Board of Directors.  For the Equity Fund  short-term  investments  are
          stated  at  cost,   which  when   combined   with  accrued   interest,
          approximates market value.

          U.S.  Government  securities  with  less  than  60 days  remaining  to
          maturity  when  acquired by the Money Fund are valued on an  amortized
          cost  basis.  U.S.  Government  securities  with  more  than  60  days
          remaining  to maturity  are valued at the current  market value (using
          the mean  between the bid and asked price) until the 60th day prior to
          maturity,  and are then valued at amortized  cost based upon the value
          on such date unless the Board  determines  during  such 60-day  period
          that this amortized cost basis does not represent fair value.

          Short-term  portfolio  securities  for the Money Fund are valued using
          the amortized cost method, which approximates market value.

     B.   Federal Income Taxes. The Funds intend to comply with the requirements
          of the  Internal  Revenue  Code  applicable  to  regulated  investment
          companies  and  to  distribute  all  of  its  taxable  income  to  its
          shareholders.  Therefore, no federal income tax provision is required.
          As of September 30, 1998, the Equity Fund had realized  capital losses
          of $38,897 to offset  future net  capital  gains  through  fiscal year
          ended 2005.

     C.   Security  Transactions,  Dividends and Distributions.  As is common in
          the  industry,  security  transactions  are accounted for on the trade
          date.  Dividend income and  distributions to shareholders are recorded
          on the ex-dividend date.

                                                                              19
<PAGE>
                          RNC MUTUAL FUND GROUP, INC.

NOTES TO FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------

     D.   Repurchase Agreements. Securities pledged as collateral for repurchase
          agreements  are  held  by the  custodian  bank  until  the  respective
          agreements mature. Provisions of the repurchase agreements ensure that
          the  market  value  of  the  collateral,  including  accrued  interest
          thereon, is sufficient in the event of default by the counterparty. If
          the counterparty  defaults and the value of the collateral declines or
          if the counterparty  enters an insolvency  proceeding,  realization of
          collateral by the Funds may be delayed or limited.

     E.   Expenses.  Expenses  that are  related to one of the Funds are charged
          directly  to that  fund.  Other  operating  expenses  of the  fund are
          allocated to the Funds on the basis of relative net assets.

     F.   Deferred  Organization Costs. The Equity Fund has incurred expenses of
          $39,116 in  connection  with the  organization.  These costs have been
          deferred  and are being  amortized  on a  straight  line  basis over a
          period  of  sixty  months  from the date  the  Equity  Fund  commenced
          operations.

     G.   Use  of  Estimates.   The  preparation  of  financial   statements  in
          conformity  with generally  accepted  accounting  principles  requires
          management to make estimates and assumptions  that affect the reported
          amounts  of  assets  and  liabilities  at the  date  of the  financial
          statements,  as well as the  reported  amounts of income and  expenses
          during the reported  period.  Actual  results  could differ from those
          estimates.

3. INVESTMENT MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

      For the year ended  September 30, 1998,  RNC Capital  Management  LLC (the
"Advisor")  provided  the Funds with  investment  management  services  under an
Investment  Advisory  Agreement.  The Advisor  furnished all investment  advice,
office  space,  facilities,  and most of the personnel  needed by the Funds.  As
compensation for its services,  the Advisor was entitled to a monthly fee at the
annual rate of 1.00% based upon the average  daily net assets of the Equity Fund
and 0.41%  based upon the average  daily net assets for the Money Fund.  For the
year ended September 30, 1998, the Equity Fund incurred $51,010 in advisory fees
and the Money Fund incurred  $155,512 for the year ended September 30, 1998. RNC
voluntarily  waived a portion of the Money Fund advisory fee,  which amounted to
$51,183 or 0.13% of the Money Fund's average daily net assets.

      The Funds are  responsible for their own operating  expenses.  The Advisor
may reduce its fees or make  reimbursement  to the Funds at any time in order to
reduce the Funds' expenses.  Any such reductions made by the Advisor in its fees
or payments or  reimbursement  of expenses  which are the Funds'  obligation are
subject to reimbursement by the Funds provided the Funds are able to effect such
reimbursement  and remain in compliance  with applicable  laws.  During the year
ended September 30, 1998 the Advisor reimbursed the Equity Fund $100,606 in fees
and expenses.

      Investment Company  Administration  Corporation (the "Administrator") acts
as the Funds' Administrator under an Administration Agreement. The Administrator
prepares various federal and state regulatory  filings,  reports and returns for
the Funds;  prepares  reports and  materials  to be  supplied to the  directors;
monitors the activities of the Funds' custodian, transfer agent and accountants;
coordinates the preparation  and payment of

20
<PAGE>
                           RNC MUTUAL FUND GROUP, INC.


NOTES TO FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------

the Funds  expenses and reviews the Funds' expense  accruals.  For its services,
the Administrator receives a monthly fee at the following annual rate:

         Under $40 million          $40,000
         $40 to $100 million        0.10% of average daily net assets
         $100 to $200 million       0.05% of average daily net assets
         Over $200 million          0.03% of average daily net assets

      First  Fund  Distributors,  Inc.  (the  "Distributor")  acts as the Fund's
principal  underwriter in a continuous public offering of the Fund's shares. The
Distributor  receives  no  fees  for its  services  and is an  affiliate  of the
Administrator.

      The Funds have  adopted a  Shareholder  Rule  12b-1  Plan (the  "Plan") in
accordance  with Rule 12b-1 under the 1940 Act. The Plan provides that the Funds
will pay a fee to the  Distributor  at an  annual  rate of 0.25% of the  average
daily net assets of the Funds. The Equity Fund incurred $12,980 in Plan expenses
for the year ended September 30, 1998. The Distributor  waived all fees totaling
$94,824 for the year ended  September 30, 1998,  in its capacity of  Shareholder
Servicing Agent for the Money Fund.

      Certain  officers  of  the  Fund  are  officers  and/or  directors  of the
Administrator and Distributor.

4. PURCHASES AND SALES OF SECURITIES

      Purchases  and the  proceeds  from the  sales of  securities,  other  than
short-term  investments,  for the year ended  September 30, 1998 were $4,107,491
and $1,008,669 respectively for the Equity Fund.

5. CHANGE IN ADVISOR

      On March 31, 1998, Bank Austria America,  the indirect holding company for
the Funds' Adviser, RNC Capital Management Co. ("RNC"), sold its interest in RNC
to a new limited  liability  company  formed by the  Adviser's  chief  executive
officer.  On April 7, 1998,  the Funds'  shareholders  approved a new Investment
Advisory  Agreement between the Funds and RNC Capital  Management LLC as part of
the acquisition of RNC.

                                                                              21
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Board of Directors and Shareholders of
RNC Mutual Fund Group, Inc.

      We have audited the  accompanying  statement of assets and  liabilities of
the RNC Mutual Fund Group,  Inc.  composed of the RNC Money  Market Fund and the
RNC Equity Fund, including the investment  portfolio,  as of September 30, 1998,
and the  related  statements  of  operations,  the  statement  of changes in net
assets,  and the financial  highlights for each of the periods presented herein.
These financial  statements and financial  highlights are the  responsibility of
the  Fund's  management.  Our  responsibility  is to express an opinion on these
financial statements and financial highlights based on our audits.

      We conducted our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
September 30, 1998, by correspondence with the custodian. An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of the
RNC Money Market Fund and the RNC Equity Fund as of September 30, 1998,  and the
results of their  operations,  the changes in their net assets and the financial
highlights  for  each  of the  periods  presented  herein,  in  accordance  with
generally accepted accounting principles.


                                            TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
October 30, 1998
<PAGE>

                                     ADVISER
                           RNC Capital Management LLC
                            11601 Wilshire Boulevard
                                   25th Floor
                          Los Angeles, California 90025


                                    CUSTODIAN
                                 Star Bank, N.A.
                                425 Walnut Street
                             Cincinnati, Ohio 45202


                                 TRANSFER AGENT
                          American Data Services, Inc.
                          150 Motor Parkway, Suite 109
                            Hauppuage, New York 11788


                                  LEGAL COUNSEL
                     Paul, Hastings, Janofsky & Walker, LLP
                        345 California Street, 29th Floor
                         San Francisco, California 94104


                                    AUDITORS
                              Tait, Weller & Baker
                       Eight Penn Center Plaza, Suite 800
                        Philadelphia, Pennsylvania 19103


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission