<PAGE>
U.S. AND OVERSEAS FUND
================================================================================
11 Hanover Square, New York, NY 10005
1-888-503-FUND for Investment Information
1-888-503-VOICE for Shareholder Services
www.mutualfunds.net
August 15, 1997
Fellow Shareholders:
As noted in the December 31, 1996 Annual Report, investment decisions for
the Fund have since February 20, 1997 been made by the Investment Policy
Committee of Bull & Bear Advisers, Inc., the Fund's Investment Manager. In the
first quarter of 1997, the Fund had a negative total return of 3.29%, versus the
Lipper Global Funds Index's total return of 0.70%. In the second quarter, the
Fund had a positive total return of 6.81%, compared with 12.18% for the Lipper
Index. For the year to date the Fund has posted a total return of +7.46%, and
for the 12 months to date shows a total return of +15.59%. The Fund's steadily
improving results are reflected in statistics from Lipper Analytical Services,
Inc., which show that for March 1997 the Fund had a higher ranking than it did
for the quarter ended March 31, 1997, for June 1997 its ranking was higher than
for the quarter ended June 30, 1997, and for July 1997 its ranking was higher
than for the three months ended July 31, 1997. We are encouraged by this trend
of improving standings, and we believe that we will be able to reward our
shareholders to a greater degree in the future.
Review and Outlook
In the first half of 1997, the United States benefitted from a "Goldilocks"
economy -- not too hot and not too cold -- with moderate inflation, rising
corporate earnings, a steady string of new highs in almost all stock market
indices and, despite the 0.25% hike in interest rates by the Federal Reserve in
March, a period of relatively low and generally stable interest rates. And at
the same time, individual and institutional investors continued both directly
and indirectly to invest substantial amounts of new money in the stock markets.
U.S. interest rates rose in the first quarter, reflecting concerns about
the inflationary impact of strong economic growth and tight labor markets. The
first quarter's 5.9% increase in economic activity was the fastest rate of
expansion since 1983, and the unemployment rate fell to 4.8%, a level not seen
since 1973. And prior to increasing short term
- --------------------------------------------------------------------------------
U.S. and Overseas Fund
Results of an initial investment of $10,000 with
subsequent investments of $100 a month from incep-
tion, 10/29/87, through 6/30/97 with all distributions
reinvested. Investments for the period total $21,600.
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
1
<PAGE>
rates by 0.25% in March, ending one of the longest periods of unchanged rates in
recent history, Federal Reserve Chairman Alan Greenspan expressed his concern
regarding potentially inflationary economic scenarios in his semi-annual
"Humphrey-Hawkins" testimony before Congress. Yields on 30 year Treasury
securities, which started the year at 6 5/8%, rose to over 7 1/8% by early April
before declining in the second quarter to as low as 6 1/2%. Various factors
contributed to this reversal, and we expect several of these will continue to
have significance over the balance of the year and into 1998, namely, moderate
levels of economic activity and corporate earnings growth, low levels of
inflation, and growing competition on a global basis, particularly with respect
to labor-intensive products.
Internationally, a variety of factors support our outlook for lower
interest rates domestically and continued strength in the U.S. dollar. Core
European economies continue to be characterized by high unemployment, weak
growth, and labor markets that tend to be structurally unresponsive to increased
global competition. We do not feel that the European Monetary Union will enhance
this situation, and in fact it could well contribute to weaker European
currencies. Eastern Europe, however, and countries in the former Soviet bloc,
still appear attractive to us. In Asia, a significant recovery in the Japanese
economy continues to be an elusive goal. Japanese fiscal policy remains
counterproductive, and the recent strength in the Japanese Yen seems to be due
more to aggressive currency intervention by the Japanese Ministry of Finance
than as a result of changes in underlying fundamentals. Furthermore, the decline
in growth rates in several Asian economies should increase competition for
export growth, which may impede the Japanese recovery. In particular, Chinese
exports have increased dramatically, and China still has substantial excess
capacity already in place. We continue to be concerned about the reliance on
offshore funding in the region, particularly in dollars and other non-local
currencies, and the extent of speculation and inflation in real estate.
Potential weakness in Asian financial systems is most likely to be both dollar
and interest rate positive. On the other hand, several Latin American countries
have been successful in initiating fiscal and political reform, reducing
inflation and maintaining attractive growth rates. We continue to view this
region as potentially offering substantial value.
We believe that the Fund will continue to show improving results, and to
take advantage of this we recommend building your account on a regular basis,
which can be done safely, automatically and conveniently through the Bull & Bear
Bank Transfer Plan, the Bull & Bear Salary Investing Plan, and/or the Bull &
Bear Government Direct Deposit Plan. For information on any of these free
services, simply give us a call and we will be very pleased to help you get
started.
If you have any questions or would like information on any of the Bull &
Bear Funds, the Bull & Bear No-Fee IRA(R) or opening a discount brokerage
account at Bull & Bear Securities, as described on page 3, we would be very
pleased to hear from you. Just call toll-free 1-888-503-FUND (1-888-503-3863),
and an Investor Service Representative will be glad to assist you, as always,
with no obligation on your part.
Sincerely,
/s/ Robert D. Anderson /s/ Thomas B. Winmill
Robert D. Anderson Thomas B. Winmill
Vice Chairman President
2
<PAGE>
Bull
& Bear__________________________________________________________________________
Performance Driven(R)
================================================================================
MUTUAL FUNDS
o Bull & Bear A high quality money market fund
Dollar Reserves investing in U.S. Government securities.
Income is generally free from state
income and intangible personal property
taxes. Free, unlimited check writing
with only a $250 minimum per check.
- --------------------------------------------------------------------------------
o Bull & Bear Seeks long term capital appreciation in
Gold Investors investments with the potential to
provide a hedge against inflation and
preserve the purchasing power of the
dollar.
- --------------------------------------------------------------------------------
o Bull & Bear Invests aggressively for maximum capital
Special Equities Fund appreciation.
- --------------------------------------------------------------------------------
o Bull & Bear Invests worldwide for the highest
U.S. and Overseas Fund possible total return.
- --------------------------------------------------------------------------------
Call toll-free 1-888-503-FUND (1-888-503-3863) for a prospectus containing more
complete information, including charges and expenses. Please read it carefully
before you invest.
================================================================================
CLOSED-END INVESTMENT COMPANIES LISTED ON THE AMERICAN STOCK EXCHANGE
o Bull & Bear Investing for a high level of income
Global Income Fund from a global portfolio of primarily
investment grade fixed income
securities.
- --------------------------------------------------------------------------------
o Bull & Bear Investing for the highest possible
Municipal Income Fund income exempt from Federal income tax
that is consistent with preservation of
principal.
- --------------------------------------------------------------------------------
o Bull & Bear Investing for a high level of current
U.S. Government income, liquidity, and safety of
Securities Fund principal.
================================================================================
DISCOUNT BROKERAGE SERVICES
o Bull & Bear Bull & Bear Securities is committed to
Securities, Inc. providing investors with major
commission savings, free investment
ideas and services, free cash management
services with no minimum for check
writing, and American Airlines(R)
AAdvantage(R) miles for many of your
investing activities. And now you can
take advantage of Bull & Bear
Securities' web trading flat commission
rate of $19.95 per trade at
www.ebullbear.com on the first 1,000
shares, plus 2(cents) per share on each
share over 1,000 shares, and earn 200
AAdvantage(R) miles every time you
trade! Call toll-free 1-800-BULL-BEAR
(1-800-285-5232).
- --------------------------------------------------------------------------------
Total Return Performance. For periods ended 6/30/97, Bull & Bear U.S. and
Overseas Fund's total return for one year was +3.03%, average annual total
return for the past three years was +10.43%, for the past five years was +8.13%,
and for the life of the Fund (from 10/29/87) was +7.14%. Past performance does
not guarantee future results. Investment return will fluctuate, so shares when
redeemed may be worth more or less than their cost. Dollar cost averaging does
not assure a profit or protect against loss in a declining market, and investors
should consider their ability to make purchases when prices are low.
3
<PAGE>
BULL & BEAR U.S. AND OVERSEAS FUND
Schedule of Portfolio Investments - June 30, 1997
(Unaudited)
Shares Market Value
- ------ ------------
COMMON STOCKS (97.4%)
Australia (2.1%)
2,700 Australia and New Zealand Banking Group Ltd. ADR......... $ 99,562
3,200 Westpac Banking Corporation Ltd. ADR..................... 95,800
----------
195,362
----------
Britain (8.8%)
1,200 Barclays PLC ADR........................................ 95,100
3,100 Bass PLC ADR............................................. 76,337
5,200 B.A.T. Industries PLC ADR................................ 95,225
800 British Airways PLC ADR.................................. 91,950
2,600 Cadbury Schweppes PLC ADR*............................... 95,225
5,000 Tomkins PLC ADR.......................................... 89,375
825 Unilever PLC ADR......................................... 95,855
6,800 Willis Corroon Group PLC ADR............................. 76,075
2,200 WPP Group PLC ADR........................................ 89,650
----------
804,792
----------
Canada (13.9%)
13,200 Air Canada, Class A*..................................... 84,562
2,300 Alcan Aluminum Ltd....................................... 79,781
3,000 Bank of Montreal......................................... 117,375
3,100 BCE Inc.................................................. 86,800
7,500 Counsel Corporation*..................................... 111,562
1,900 Imperial Oil Ltd......................................... 97,612
2,900 IPL Energy, Inc.......................................... 96,606
3,100 Ipsco Inc................................................ 90,287
5,500 Jannock Ltd.............................................. 83,187
1,200 Northern Telecom Ltd..................................... 109,200
5,200 Petro-Canada............................................. 84,500
3,000 Royal Bank of Canada..................................... 136,125
4,700 TransCanada PipeLine Ltd................................. 94,588
----------
1,272,185
----------
Columbia (2.2%)
5,700 Banco Ganadero S.A. ADR.................................. 205,200
----------
Denmark (0.9%)
3,200 Tele-Danmark A/S ADR..................................... 83,600
----------
Finland (3.2%)
2,500 Instrumentarium Corporation ADR.......................... 48,438
2,000 Nokia Corporation, Class A ADR........................... 147,500
4,200 Rauma Group ADR.......................................... 96,600
----------
292,538
----------
See accompanying notes to financial statements.
4
<PAGE>
Shares Market Value
- ------ ------------
France (2.2%)
2,600 Rhone Poulenc S.A. ADR................................... $ 108,225
1,900 Total S.A. ADR........................................... 96,188
----------
204,413
----------
Ireland (1.0%)
2,000 Allied Irish Banks PLC ADR............................... 93,375
----------
Israel (2.2%)
2,100 American Israeli Paper Mills Ltd......................... 91,875
5,000 Tadiran Telecommunications Ltd........................... 107,812
----------
199,687
----------
Italy (2.2%)
3,120 Benetton Group SPA ADR.................................. 101,010
1,700 ENI SPA ADR............................................. 96,688
----------
197,698
----------
Japan (3.8%)
670 Canon, Inc. ADR......................................... 91,455
1,400 Honda Motor Corporation Ltd. ADR......................... 84,263
1,200 TDK Corporation ADR..................................... 89,775
1,400 Toyota Motor Corporation ADR............................. 82,950
----------
348,443
----------
Netherlands (2.2%)
1,200 Koninklijke Ahold NV ADR................................. 102,075
1,200 Velcro Industries NV..................................... 98,400
----------
200,475
----------
New Zealand (1.1%)
3,328 Fletcher Challenge Building ADR......................... 98,800
----------
Spain (3.2%)
1,300 Banco Bilbao Vizcaya ADR................................. 105,137
3,300 Banco de Santander S.A. ADR.............................. 102,094
2,100 Repsol S.A. ADR.......................................... 89,119
----------
296,350
----------
Sweden (1.0%)
3,400 Volvo Aktiebolaget B ADR................................. 90,950
----------
Switzerland (1.1%)
2,100 Adecco SA ADR........................................... 101,588
----------
United States (46.3%)
7,500 American Oncology Resources, Inc*........................ 126,562
5,000 A T& T Corporation....................................... 175,312
3,000 Bright Point, Inc.*...................................... 97,688
See accompanying notes to financial statements.
5
<PAGE>
Shares Market Value
- ------ ------------
2,900 Chevron Corporation...................................... $ 214,419
3,400 Du Pont (E.I.) De Nemours................................ 213,775
3,800 Exxon Corporation........................................ 233,700
3,400 General Motors Corporation............................... 189,338
3,700 Goodyear Tire & Rubber Company........................... 234,256
7,700 Goody's Family Clothing, Inc.*........................... 210,788
4,900 IMCO Recycling, Inc...................................... 92,487
3,700 Interface, Inc........................................... 81,863
4,500 International Paper Company.............................. 218,531
1,900 J.P.Morgan & Company, Inc................................ 198,313
1,600 Jabil Circuit, Inc....................................... 134,200
5,300 Key Energy Group, Inc.*.................................. 94,406
8,700 La Quinta Motor Inns Ltd. L.P.*.......................... 190,313
3,400 Lone Star Technologies, Inc.*............................ 97,325
1,000 Macdermid, Inc........................................... 45,875
4,200 Mail-Well, Inc.*......................................... 119,700
2,000 Minnesota Mining & Manufacturing Company................. 204,000
3,500 Morningstar Group, Inc.*................................. 102,812
5,400 Paul Harris Stores, Inc.*................................ 90,450
4,500 Philip Morris Companies, Inc............................. 199,687
6,400 Quorum Health Group, Inc.*............................... 228,800
5,500 Summit Holding Southeast, Inc.*.......................... 93,500
2,200 Tower Automotive, Inc.*.................................. 94,600
4,200 Tuesday Morning Corporation*............................. 84,525
1,700 Volt Information Sciences, Inc.*......................... 85,850
3,500 Walden Residential Properties, Inc....................... 89,688
----------
4,242,763
----------
Total Stocks (cost: $8,256,731)..................... 8,928,219
----------
Closed-End Funds (2.6%)
7,000 European Warrant Fund, Inc............................... 128,625
16,000 Turkish Investment Fund, Inc............................. 107,000
----------
Total Closed-End Funds (cost: $199,220) .......... 235,625
----------
Total Investments (cost: $8,455,951) (100.0%)..... $9,163,844
==========
- ----------
* Indicates non-income producing security.
6
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES
June 30, 1997 (Unaudited)
ASSETS:
Investments at market value
(cost: $8,455,951) (note 1) ........... $ 9,163,844
Cash ................................... 8,792
Dividend receivable .................... 28,590
Other assets ........................... 1,242
-----------
Total assets ....................... 9,202,468
-----------
LIABILITIES:
Payables:
Demand note payable to bank
(note 5) ............................ 262,523
Fund shares purchased ................. 5,000
Accrued expenses ....................... 39,058
Accrued management and
distribution fees ..................... 18,854
-----------
Total liabilities .................. 325,435
-----------
NET ASSETS: (applicable to 1,099,546
outstanding shares: 250,000,000 shares
of $.01 par value authorized) .......... $ 8,877,033
===========
NET ASSET VALUE, OFFERING AND
REDEMPTION PRICE PER SHARE
($8,877,033 / 1,099,546) ............... $8.07
=====
At June 30, 1997, net assets consisted of:
Paid-in capital ........................ $ 7,464,138
Accumulated net realized gain on
investments ........................... 777,919
Accumulated deficit in net investment
income ................................ (72,903)
Net unrealized appreciation on
investments and foreign
currencies ............................ 707,879
-----------
$ 8,877,033
===========
STATEMENT OF OPERATIONS
Six Months Ended June 30, 1997 (Unaudited)
INVESTMENT INCOME:
Dividends (net of foreign taxes of $1,913) $ 60,841
Interest ................................. 17,649
---------
78,490
---------
EXPENSES:
Distribution (note 3) .................... 46,063
Investment management (note 3) ........... 46,033
Professional (note 3) .................... 14,071
Registration (note 3) .................... 10,662
Transfer agent ........................... 9,944
Custodian ................................ 9,521
Printing ................................. 6,695
Shareholder administration (note 3) ...... 5,500
Directors ................................ 1,238
Other .................................... 1,666
---------
Total expenses ....................... 151,393
---------
Net investment loss .................. (72,903)
---------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS AND
FOREIGN CURRENCIES:
Net realized gain from security
transactions ........................... 811,701
Net realized loss from foreign
currency transactions .................. (2,228)
Unrealized depreciation of investments and
foreign currencies during the period ... (469,355)
---------
Net realized and unrealized
gain on investments and foreign
currencies ............................ 340,118
Net increase in net assets resulting
from operations ....................... $ 267,215
=========
See accompanying notes to financial statements.
7
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
For the Six Months Ended June 30, 1997 (Unaudited)
and the Year Ended December 31, 1996
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
----------- -----------
<S> <C> <C>
OPERATIONS:
Net investment loss ............................................................ $ (72,903) $ (283,125)
Net realized gain (loss) from foreign currency transactions .................... (2,228) (825)
Net realized gain from security transactions ................................... 811,701 1,218,205
Unrealized depreciation of investments and foreign
currencies during the period .................................................. (469,355) (397,162)
----------- -----------
Net increase in net assets resulting from operations ........................ 267,215 537,093
DISTRIBUTIONS TO SHAREHOLDERS:
Distributions from net realized gains ($.10 and $.89 per share, respectively) .. (109,207) (1,009,699)
CAPITAL SHARE TRANSACTIONS:
Increase (decrease) in net assets resulting from capital share transactions (a) (1,117,107) 500,959
----------- -----------
Total increase (decrease) in net assets ..................................... (959,099) 28,353
NET ASSETS:
Beginning of period ............................................................ 9,836,132 9,807,779
----------- -----------
End of period (including accumulated deficit in net investment income of $72,903
in 1997)....................................................................... $ 8,877,033 $ 9,836,132
=========== ===========
</TABLE>
- ----------
(a) Transactions in capital shares were as follows:
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
---------------------- -----------------------
Shares Value Shares Value
-------- ----------- ------ -----------
<S> <C> <C> <C> <C>
Shares sold .................................. 33,389 $ 272,700 321,372 $ 2,801,257
Shares issued in acquisition of Fund (note 6) -- -- 230,512 1,924,477
Shares issued in reinvestment of distributions 12,045 96,236 113,076 887,646
Shares redeemed .............................. (189,039) (1,486,043) (595,238) (5,112,421)
-------- ----------- ------ -----------
Net increase (decrease) ...................... (143,605) $(1,117,107) 69,722 $ 500,959
======== =========== ====== ===========
</TABLE>
See accompanying notes to financial statements.
8
<PAGE>
Notes to Financial Statements
(Unaudited)
(1) The Fund is a non-diversified series of common stock of Bull & Bear Funds I,
Inc. (the "Company"), a Maryland corporation registered under the Investment
Company Act of 1940, as amended, as an open-end management investment company.
The Fund's investment objective is to seek to obtain the highest possible total
return on its assets from long term growth of capital and from income
principally through a portfolio of securities of U.S. and overseas issuers. The
following is a summary of significant accounting policies consistently followed
by the Fund in the preparation of its financial statements. With respect to
security valuation, investments in securities traded on a national securities
exchange, unless over-the-counter quotations for such securities are believed to
more closely reflect their fair value, and securities traded on the Nasdaq
National Market System ("NMS") are valued at the last reported sales price on
the day the valuations are made. Such securities that are not traded on a
particular day and securities traded in the over-the-counter market that are not
on NMS are valued at the mean between the current bid and asked prices.
Securities of foreign issuers denominated in foreign currencies are translated
into U.S. dollars at prevailing exchange rates. Forward contracts are marked to
market daily and the change in market value is recorded by the Fund as an
unrealized gain or loss. When a contract is closed, the Fund records a realized
gain or loss equal to the difference between the value of the contract at the
time it was opened and the value at the time it was closed. The Fund could be
exposed to risk if the counterparties are unable to meet the terms of the
contracts. Debt obligations with remaining maturities of 60 days or less are
valued at cost adjusted for amortization of premiums and accretion of discounts.
Investment transactions are accounted for on the trade date (date the order to
buy or sell is executed). Dividend income and distributions to shareholders are
recorded on the ex-dividend date and interest income is recorded on the accrual
basis. In preparing financial statements in conformity with generally accepted
accounting principles, management makes 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.
(2) The Fund intends to comply with the requirements of the Internal Revenue
Code applicable to regulated investment companies and to distribute
substantially all its taxable investment income and net capital gains, if any,
after utilization of any capital loss carryforward, to its shareholders and
therefore no Federal income tax provision is required. Based on Federal income
tax cost of $8,455,951, gross unrealized appreciation and gross unrealized
depreciation were $823,282 and $115,389 at June 30, 1997. Distributions paid to
shareholders during the six months ended June 30, 1997 and the year ended
December 31, 1996 differ from net realized gains from security transactions as
determined for financial reporting purposes principally as a result of the
utilization of net operating losses to offset short-term capital gains.
(3) The Fund retains Bull & Bear Advisers, Inc. as its Investment Manager. Under
the terms of the Investment Management Agreement, the Investment Manager
receives a management fee, payable monthly, based on the average daily net
assets of the Fund at the annual rate of 1% on the first $10 million, 7/8 of 1%
from $10 million to $30 million, 3/4 of 1% from $30 million to $150 million, 5/8
of 1% from $150 million to $500 million, and 1/2 of 1% over $500 million. The
Investment Manager has agreed to waive all or part of its fee or reimburse the
Fund monthly if and to the extent the aggregate operating expenses of the Fund
exceed the most restrictive limit imposed by any state in which shares of the
Fund are qualified for sale, although currently the Fund is not subject to any
such limits. Certain officers and
9
<PAGE>
directors of the Fund are officers and directors of the Investment Manager and
Investor Service Center, Inc., the Fund's Distributor. For the six months ended
June 30, 1997, the Fund paid $17,560 to Bull & Bear Securities, Inc., an
affiliate of the Investment Manager, as commissions for brokerage services. The
Fund reimbursed the Investment Manager $1,899 for providing certain
administrative and accounting services at cost during the six months ended June
30, 1997.
The Fund has adopted a plan of distribution pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "Plan"). Pursuant to the Plan, the Fund pays
the Distributor a distribution fee in an amount of three-quarters of one percent
per annum of the Fund's average daily net assets and a service fee in an amount
of one-quarter of one percent per annum of the Fund's average daily net assets.
The fee for service activities is intended to cover personal services provided
to shareholders in the Fund and the maintenance of shareholder accounts. The fee
for distribution activities is to cover all other activities and expenses
primarily intended to result in the sale of the Fund's shares. Investor Service
Center also received $5,500 for shareholder administration services provided to
the Fund at cost for the six months ended June 30, 1997.
(4) Purchases and sales of securities other than short term notes aggregated
$12,915,266 and $14,135,188 respectively, for the six months ended June 30,
1997.
(5) The Fund has a committed bank line of credit. At June 30, 1997, there was a
balance outstanding of $262,523 and the interest rate was equal to the Federal
Reserve Funds Rate plus 1.75 percentage points. For the six months ended June
30, 1997, the weighted average interest rate was 7.32% based on the balances
outstanding during the period and the weighted average amount outstanding was
$80,865.
(6) On April 26, 1996, the Fund acquired all of the assets and liabilities of
Bull & Bear Quality Growth Fund, in exchange for 230,512 shares (valued at
$2,136,916) of the Fund that were subsequently distributed to shareholders of
Bull & Bear Quality Growth Fund. The exchange had no effect on the net asset
value per share of the Fund. The net assets of Bull & Bear Quality Growth Fund
as of April 26, 1996, were $2,136,916 consisting of paid-in-capital of
$1,924,477, net unrealized appreciation of investments of $260,306, and
accumulated net realized loss on investments of $47,867.
10
<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Six Months Ended Years Ended December 31,
June 30, 1997 ------------------------------------------------
(Unaudited) 1996 1995 1994 1993 1992
---------------- ------ ------ ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE DATA*
Net asset value at beginning of period ................. $ 7.91 $ 8.36 $ 7.08 $ 8.71 $ 7.59 $ 8.37
------ ------ ------ ------- ------- ------
Income from investment operations:
Net investment income (loss) ......................... (.06) (.24) (.23) (.13) (.20) .04
Net realized and unrealized gain (loss) on investments .32 .68 2.00 (1.01) 2.22 (.25)
------ ------ ------ ------- ------- ------
Total from investment operations ................... .26 .44 1.77 (1.14) 2.02 (.21)
------ ------ ------ ------- ------- ------
Less distributions:
Distributions from net realized gains on investments . (.10) (.89) (.49) (.49) (.90) (.57)
------ ------ ------ ------- ------- ------
Net asset value at end of period ....................... $ 8.07 $ 7.91 $ 8.36 $ 7.08 $ 8.71 $ 7.59
====== ====== ====== ======= ======= ======
TOTAL RETURN ........................................... 3.29% 5.34% 25.11% (13.12)% 26.71% (2.57)
====== ====== ====== ======= ======= ======
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period (000's omitted) ............ $8,877 $9,836 $9,808 $ 8,454 $12,250 $9,229
====== ====== ====== ======= ======= ======
Ratio of expenses to average net assets (a)(b) ......... 3.29%** 3.20% 3.55% 3.53% 3.55% 3.56%
====== ====== ====== ======= ======= ======
Ratio of net investment income (loss) to average net
assets (c) ........................................... (1.58)%** (2.74)% (2.85)% (1.65)% (2.36)% 0.51%
====== ====== ====== ======= ======= ======
Portfolio turnover rate ................................ 149% 255% 214% 212% 182% 175%
====== ====== ====== ======= ======= ======
Average commission per share ........................... $.0346 $.0536
====== ======
</TABLE>
- ----------
* Per share net investment income (loss) and net realized and unrealized
gain (loss) on investments have been computed using the average number of
shares outstanding. These computations had no effect on net asset value
per share.
** Annualized
(a) Ratio prior to reimbursement by the Investment Manager was 3.84%, 3.59%,
3.69% and 4.09% for the years ended December 31, 1995, 1994, 1993 and
1992, respectively.
(b) Ratio after the reduction of custodian fees under a custodian agreement
was 3.49% for 1995. Prior to 1995, such reductions were reflected in the
expense ratios. There were no custodian fee credits for 1996 and 1997.
(c) Ratio prior to reimbursement by the Investment Manager was (3.14)%,
(1.71)%, (2.50)% and (0.02)% for the years ended December 31, 1995, 1994,
1993 and 1992, respectively.
11
<PAGE>
U.S. AND
OVERSEAS
FUND
================================================================================
For Fund prospectuses and other
investment information, call toll-free
1-888-503-FUND
1-888-503-3863
For shareholder services by
Direct Access, call toll-free
1-888-503-VOICE
1-888-503-8642
Or, access the Fund on the web at
www.mutualfunds.net
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Printed on recycled paper [LOGO]
This report and the financial statements contained
herein are submitted for the general information of
the shareholders of the Fund. The report is not
authorized for distribution to prospective investors
in the Fund unless preceded or accompanied by
an effective Prospectus.
U.S. AND OVERSEAS FUND
================================================================================
Investing Worldwide
for the Highest Possible
Total Return
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Semi-Annual Report
June 30, 1997
BULL & BEAR_____________________________________________________________________
Performance Driven(R)
