REPUBLIC FUNDS
N-30D, 1997-01-07
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<PAGE>
PRESIDENT'S MESSAGE

                                                               December 1996
Dear Shareholder:

    We are pleased to present you with the annual report for the Republic Bond
Fund for the period ending October 31, 1996. In this report, we have provided
you with a letter from the Investment Adviser, Republic National Bank of New
York.

    We hope you find this letter and accompanying financial summaries
informative and as always we would be delighted to hear from you to answer any
questions you might have or provide you with additional information.

    Audited financial statements and portfolio holdings for the period ending
October 31, 1996 also follow. We look forward to servicing your financial
needs and appreciate your continued support.

                                      Respectfully submitted,

                                  /s/ George O. Martinez
                                      ------------------------------------
                                      George O. Martinez
                                      President
<PAGE>
REPUBLIC BOND FUND
ANNUAL REPORT -- OCTOBER 31, 1996

TABLE OF CONTENTS
                                                                        PAGE
                                                                        ----
President's Message ..................................................    1
Letter to Shareholders from Investment Adviser .......................    3
Performance Graph ....................................................    4

REPUBLIC BOND FUND
Statement of Assets and Liabilities ..................................    5
Statement of Operations ..............................................    6
Statement of Changes in Net Assets ...................................    7
Financial Highlights .................................................    8
Notes to Financial Statements ........................................    9
Independent Auditors' Report .........................................   12

REPUBLIC FIXED INCOME PORTFOLIO
Schedule of Investments ..............................................   13
Statement of Assets and Liabilities ..................................   20
Statement of Operations ..............................................   21
Statement of Changes in Net Assets ...................................   22
Financial Highlights .................................................   22
Notes to Financial Statements ........................................   23
Independent Auditors' Report .........................................   27
<PAGE>
LETTER TO SHAREHOLDERS FROM INVESTMENT ADVISER

                                                               December 1996

DEAR SHAREHOLDER:

    We are pleased to present you with the annual report for the Republic Bond
Fund (the "Fund") for the period ended October 31, 1996.

    The Republic Bond Fund returned 6.21%* for the period ended October 31,
1996, compared to 5.27% for the Lipper A Rated Bond Fund Index and 5.88% for the
Salomon Broad Bond Index. For the period since inception,* the Fund's average
annual return was 11.21% versus 11.55% for the Lipper Index and 11.51% for the
Salomon Broad Bond Index.

    Uncertainty regarding the direction of interest rates prevailed through much
of the fiscal year, which began with signs of a softening U.S. economy and
anticipation of further interest rate cuts by the Federal Reserve. By February,
the initial bullish view on interest rates changed as the picture of the U.S.
economy began to cloud. Speculation arose that the economy was growing too
strongly and that an interest rate hike was imminent to stave off inflationary
pressures. Concerns began to subside near the fiscal year-end with the release
of economic data depicting an economy in a moderate and more sustainable growth
trend.

    The Fund benefited early in the year by maintaining a less-than-market
interest rate sensitivity and then later extending the duration as interest
rates rose. Returns were also enhanced by the Fund's overweighted position in
the top performing mortgage sector, strong security selection within the
corporate sector, and participation in higher-yielding foreign government
(currency hedged) bonds.

    The Fund's strategy at year-end was based on the view that the U.S. fixed
income market offered good value on an inflation adjusted basis. Mortgages
remained attractive relative to corporates and U.S. Treasuries, while the yield
advantage in foreign markets became less appealing. Against this backdrop, the
portfolio was positioned with an interest-rate sensitivity moderately longer
than the benchmark. Mortgages continue to account for over half the portfolio,
corporate holdings are below the market weighting with improved credit quality,
and foreign holdings were reduced to below 3%. As of October 31, 1996 the Fund's
30-day SEC yield was 5.4%.

    Audited financial statements and portfolio holdings as of October 31, 1996
follow. We appreciate your continued support.

                                      Sincerely,

                                      Republic National Bank of New York

    Lipper A Rated Bond Fund Index: an equally weighted composite composed of
    the 30 largest mutual funds within this investment objective.

    Salomon Broad Bond Index: an unmanaged market capitalization weighted index
    which includes fixed rate Treasury, government sponsored, corporate and
    mortgage securities. All issues mature in one year or more and have at least
    $50 million face amount outstanding for entry into the index.

    The performance data quoted represents past performance and is not an
    indication of future results. The investment return and Net Asset Value will
    fluctuate so that an investor's shares, when redeemed, may be worth more or
    less than the original cost.

    The performance set forth may reflect the waiver of a portion of the Fund's
    advisory or administrative fees for certain periods since the inception
    date. In the absence of fee waivers 30-day SEC yield figures would have been
    5.2%.

    The composition of the portfolio is subject to change.

    *Inception date for performance purposes is January 9, 1995. The performance
     stated is that of the Republic Fixed Income Portfolio, adjusted to reflect
     the fees and expenses of the Fund. The Fund's inception date was August 26,
     1996. Total return since inception of the Fund was 3.61%.
<PAGE>

                    COMPARISON OF $10,000 INVESTMENT IN THE
                             REPUBLIC BOND FUND AND
                            SALOMON BROAD BOND INDEX
- --------------------------------------------------------------------------------

- --------------------------
     AVERAGE ANNUAL
      TOTAL RETURN
- --------------------------
Fiscal Year    Inception
  Ended       to 10/31/96
 10/31/96     (Annualized)
- -----------   ------------
  6.21%          11.21%
- --------------------------


                  REPUBLIC BOND FUND         SALOMON BROAD BOND INDEX

 1/ 9/95                 10.00                         10.00
 4/30/95                 10.53                         10.64
10/31/95                 11.42                         11.28
 4/30/96                 11.53                         11.58
10/31/96                 12.15                         12.21


            Past performance is not predictive of future performance
- --------------------------------------------------------------------------------

BISYS FUND SERVICES, INC. IS THE DISTRIBUTOR OF THE REPUBLIC BOND FUND (THE
"FUND").

REPUBLIC NATIONAL BANK OF NEW YORK ("REPUBLIC") SERVES AS INVESTMENT MANAGER AND
MAKES THE FUND AVAILABLE SOLELY IN ITS CAPACITY AS SHAREHOLDER SERVICING AGENT
FOR CUSTOMERS. INVESTMENTS IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, REPUBLIC OR ANY OTHER BANK. SHARES OF THE FUND ARE
NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER GOVERNMENTAL AGENCY.

PERFORMANCE DATA QUOTED HEREIN REPRESENTS PAST PERFORMANCE. PLEASE REMEMBER
THAT PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE PERFORMANCE. FUND RETURNS
ARE NET OF FEES. ALL RETURNS ASSUME REINVESTMENT OF INCOME AND CAPITAL GAINS
AND REFLECT THE REIMBURSEMENT OF CERTAIN FUND EXPENSES AS DESCRIBED IN THE
PROSPECTUS.

MORE COMPLETE INFORMATION ABOUT THE FUND, INCLUDING MANAGEMENT FEES AND OTHER
EXPENSES, IS PROVIDED IN THE PROSPECTUS, WHICH SHOULD BE READ CAREFULLY BEFORE
INVESTING. YOU MAY OBTAIN ADDITIONAL COPIES OF THE PROSPECTUS BY CALLING
1-800-782-8183.

*INCEPTION DATE FOR PERFORMANCE PURPOSES IS JANUARY 9, 1995. THE PERFORMANCE
 STATED IS THAT OF THE REPUBLIC FIXED INCOME PORTFOLIO, ADJUSTED TO REFLECT
 THE FEES AND EXPENSES OF THE FUND. THE FUND'S INCEPTION DATE WAS AUGUST 26,
 1996. TOTAL RETURN SINCE INCEPTION OF THE FUND WAS 3.61%.

<PAGE>
REPUBLIC BOND FUND
STATEMENT OF ASSETS AND LIABILITIES -- OCTOBER 31, 1996

ASSETS:
Investment in Republic Fixed Income Portfolio ("Portfolio"), at value
  (Note 1) ..........................................................  $23,546
Unamortized organization expenses (Note 2)...........................   31,056
                                                                       -------
        Total Assets ................................................   54,602
                                                                       -------
LIABILITIES:
Organization expenses payable (Note 2) ..............................   31,056
Audit fee payable ...................................................    2,000
Other accrued expenses ..............................................      974
                                                                       -------
        Total Liabilities ...........................................   34,030
                                                                       -------
NET ASSETS:
Applicable to 2,005 shares of beneficial interest outstanding (par
  value $0.001, unlimited number of authorized shares) ..............  $20,572
                                                                       =======

REPRESENTED BY:
Paid-in capital .....................................................  $20,211
Accumulated net realized gain from Portfolio ........................      113
Net unrealized appreciation from Portfolio ..........................      248
                                                                       -------
        Net Assets ..................................................  $20,572
                                                                       =======
Net Asset Value, Offering and Redemption Price Per Share ............  $10.26
                                                                       ======

                      See notes to financial statements
<PAGE>
REPUBLIC BOND FUND
STATEMENT OF OPERATIONS -- FOR THE PERIOD ENDED OCTOBER 31, 1996*

NET INVESTMENT INCOME FROM PORTFOLIO (NOTE 2):
Interest income .......................................................  $113
Allocated expenses ....................................................    17
                                                                         ----
    Net investment income from Portfolio ..............................    96

EXPENSES (NOTE 2):
  Administration fees (Note 3) ..............................  $     1
  Audit fees ................................................    2,000
  Fund accounting fees (Note 3) .............................    2,000
  Reports to shareholders ...................................      969
  Other expenses ............................................       32
                                                               -------
    Total expenses ..........................................    5,002
    Reimbursement of expenses (Note 3) ......................   (3,000)
    Voluntary fee reductions (Note 3) .......................   (2,000)
                                                               -------
    Net expenses ......................................................     2
                                                                         ----
NET INVESTMENT INCOME .................................................    94
                                                                         ----
NET REALIZED AND UNREALIZED GAIN FROM PORTFOLIO:

Net realized gain on:
    Investments .......................................................   113
Net unrealized appreciation from Portfolio ............................   248
                                                                         ----
Net realized and unrealized gain from Portfolio .......................   361
                                                                         ----
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ..................  $455
                                                                         ====

*For the period August 26, 1996 (commencement of operations) to October 31,
 1996.

                      See notes to financial statements

<PAGE>

REPUBLIC BOND FUND
STATEMENT OF CHANGES IN NET ASSETS

                                                             FOR THE PERIOD
                                                             AUGUST 26, 1996
                                                              (COMMENCEMENT
                                                            OF OPERATIONS) TO
                                                            OCTOBER 31, 1996
                                                            ----------------
INCREASE IN NET ASSETS FROM:

OPERATIONS:
Net investment income ...................................           $    94
Net realized gain from Portfolio ........................               113
Net unrealized appreciation from Portfolio ..............               248
                                                                     ------
    Net increase in net assets resulting from operations                455
                                                                     ------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income ...................................               (94)
                                                                     ------
CAPITAL TRANSACTIONS:
Proceeds from sales of shares ...........................            20,018
Net asset value of shares issued in connection with
  reinvestment of distributions .........................                93
                                                                     ------
    Net increase in net assets from capital transactions             20,111
                                                                     ------
TOTAL INCREASE IN NET ASSETS ............................            20,472

NET ASSETS:
    Beginning of period .................................               100
                                                                     ------
    End of period .......................................           $20,572
                                                                    =======
ANALYSIS OF FUND SHARE TRANSACTIONS:
Shares sold .............................................             1,996
Shares issued in reinvestment of dividends ..............                 9
                                                                     ------
    End of period .......................................             2,005
                                                                      =====

                      See notes to financial statements


<PAGE>

REPUBLIC BOND FUND
FINANCIAL HIGHLIGHTS
                                                                FOR THE PERIOD
                                                               AUGUST 26, 1996
                                                                (COMMENCEMENT
                                                              OF OPERATIONS) TO
                                                               OCTOBER 31, 1996
                                                              -----------------

NET ASSET VALUE, BEGINNING OF PERIOD ..........................     $10.00
                                                                    ------
INCOME FROM INVESTMENT OPERATIONS:
  Net investment income .......................................       0.10
  Net realized and unrealized gain from Portfolio .............       0.26
                                                                    ------
      Total increase from investment operations ...............       0.36
                                                                    ------
LESS DIVIDENDS:
    Net investment income .....................................      (0.10)
                                                                     -----
    Total distributions .......................................      (0.10)
                                                                     -----
NET ASSET VALUE, END OF PERIOD ................................     $10.26
                                                                     -----
TOTAL RETURN ..................................................      3.61%(b)
RATIOS/SUPPLEMENTAL DATA:
    Net assets at end of period (000) .........................        $21
    Ratio of expenses to average net assets ...................      1.04%(c)
    Ratio of net investment income to average net assets ......      5.23%(c)
    Ratio of expenses to average net assets(a) ................    280.50%(c)
    Ratio of net investment loss to average net assets(a) .....   (274.18%)(c)
- -------------------------------------------------------------------------------
(a) During the period, certain fees were voluntarily reduced and expenses
    reimbursed. If such voluntary fee reductions and expense reimbursements had
    not occurred, the ratios would have been as indicated.
(b) Not annualized.
(c) Annualized.

                      See notes to financial statements
<PAGE>

REPUBLIC BOND FUND
NOTES TO FINANCIAL STATEMENTS -- OCTOBER 31, 1996

1.  ORGANIZATION. Republic Bond Fund (the "Fund") is a diversified separate
    series of the Republic Funds (the "Trust"), a Massachusetts business trust
    organized on April 22, 1987, which currently consists of seven funds, each
    of which has different and distinct investment objectives and policies. The
    Fund commenced operations on August 26, 1996. The financial statements for
    the other six funds are presented separately. The Trust is registered under
    the Investment Company Act of 1940, as amended (the "Act"), as a no-load
    open-end management investment company.

        The Fund's investment objective is to seek to realize above-average
    total return over a market cycle of three to five years, consistent with
    reasonable risk, through investment primarily in a diversified portfolio of
    U.S. Government securities, corporate bonds, mortgage-backed securities and
    other fixed-income securities. The Fund invests all of its investable assets
    in the Republic Fixed Income Portfolio (the "Portfolio"). The Portfolio is a
    diversified open-end management investment company which has the same
    investment objective as the Fund. The value of such investment reflects the
    Fund's proportionate interest (0.04% as of October 31, 1996) in the net
    assets of the Portfolio. The performance of the Fund is directly affected by
    the performance of the Portfolio. The financial statements of the Portfolio,
    including the schedule of investments, are included elsewhere in this report
    and should be read in conjunction with the Fund's financial statements.

        Republic National Bank of New York ("Republic" or the "Manager") acts
    as Investment Manager to the Portfolio. Miller, Anderson & Sherrerd acts
    as Sub-Adviser ("Sub Adviser") to the Portfolio. Effective October 1, 1996
    BISYS Fund Services, Inc. ("BISYS") replaced Signature Broker-Dealer
    Services, Inc. ("Signature") as Administrator of the Trust and the
    Portfolio and as Distributor and Sponsor ("Sponsor") of the Trust.

2.  SIGNIFICANT ACCOUNTING POLICIES. The following is a summary of the
    significant accounting policies followed by the Fund in the preparation of
    its financial statements. The policies are in conformity with generally
    accepted accounting principles. The preparation of financial statements
    requires management to make estimates and assumptions that affect the
    reported amounts of assets and liabilities at the date of the financial
    statements and the reported amounts of income and expenses for the period.
    Actual results could differ from those estimates.

    INVESTMENT VALUATION:
    Valuation of securities by the portfolio is discussed in Note 2 of the
    Portfolio's Notes to Financial Statements that are included elsewhere in
    this report.

    INVESTMENT TRANSACTIONS AND RELATED INCOME:
    All the net investment income and realized and unrealized gain and loss of
    the Portfolio is allocated pro rata among the Fund and other investors in
    the Portfolio each day.

    DIVIDENDS TO SHAREHOLDERS:
    The Trust declares all of the Fund's net investment income daily as a
    dividend to the Fund shareholders. Dividends substantially equal to all of
    the Fund's net investment income earned are distributed to the Fund
    shareholders of record monthly. Generally, the Fund's net investment income
    consists of the interest and dividend income it earns, less expenses. In
    computing interest income, premiums are not amortized nor are discounts
    accrued on long-term debt securities in the Portfolio, except as required
    for federal income tax purposes.

        The Fund's net realized short-term and long-term capital gains, if any,
    are distributed to shareholders annually. Additional distributions are also
    made to the Fund's Shareholders to the extent necessary to avoid application
    of the 4% non-deductible federal excise tax on certain undistributed income
    and net capital gains of regulated investment companies.

        Income and capital gain distributions are determined in accordance with
    income tax regulations which may differ from generally accepted accounting
    principles.

        Certain mortgage-backed securities may provide for periodic or
    unscheduled payments of principal and interest as the mortgages underlying
    the securities are paid or prepaid. However, such principal payments (not
    otherwise characterized as ordinary discount income or bond premium expense)
    will not normally be considered as income to the Portfolio and therefore
    will not be distributed as dividends to Fund shareholders. Rather, these
    payments on mortgage-backed securities generally will be reinvested by the
    Portfolio in accordance with its investment objective and policies.

        Unless a shareholder elects to receive dividends in cash (subject to the
    policies of the shareholder's Shareholder Servicing Agent), dividends are
    distributed in the form of additional Shares (purchased at their net asset
    value without a sales charge).

    EXPENSE ALLOCATION:
    Expenses incurred by the Trust with respect to any two or more funds in the
    Trust are allocated in proportion to the net assets of each fund in the
    Trust, except when allocations of direct expenses to each fund can otherwise
    be made fairly. Expenses directly attributable to a fund are charged to that
    fund. The Fund's share of the Portfolio's expenses are charged against and
    reduce the amount of the Fund's investment in the Portfolio.

    FEDERAL INCOME TAXES:
    The Fund intends to qualify in each future fiscal year as a "regulated
    investment company" under Subchapter M of the Internal Revenue Code, as
    amended, (the "Code"). By so qualifying, the Fund will be exempt from
    federal income taxes to the extent that it distributes substantially all of
    its net investment income and net realized gains to its shareholders.

    UNAMORTIZED ORGANIZATION EXPENSES:
    The Fund incurred organization expenses in the amount of $31,056. These
    costs were deferred and are being amortized by the Fund on a straight-line
    basis over a five year period commencing November 1, 1996.

3.  RELATED PARTY TRANSACTIONS.

    ADMINISTRATION:
    Pursuant to an Administrative Services Agreement, Signature Broker-Dealer
    Services, Inc. ("Signature") provided the Fund with general office
    facilities, and supervised the overall administration of the Fund including,
    among other responsibilities, the preparation and filing of all documents
    required for compliance by the Fund with applicable laws and regulations and
    arranged for the maintenance of books and records of the Fund for the period
    August 26, 1996 through September 30, 1996. For its services to the Fund,
    Signature received from the Fund fees payable monthly equal on an annual
    basis to 0.05% of the Fund's average daily net assets; for this period
    Signature received $4, of which the entire amount was voluntarily reduced.

        Effective October 1, 1996, BISYS Fund Services, Inc., ("BISYS") was
    appointed as administrator to the Fund, pursuant to an Administrative
    Services Agreement. BISYS serves as administrator with substantially
    identical terms as described above. In this capacity, BISYS voluntarily
    reduced all fees for the period October 1, 1996 through October 31, 1996.

    FUND ACCOUNTING:
    Pursuant to a Fund Accounting Agreement, Signature Financial Services, Inc.,
    ("SFSI") served as fund accounting agent to the Fund for the period August
    26, 1996 through September 30, 1996. For its services to the Fund, SFSI
    received fees payable monthly equal on an annual basis to $12,000. For this
    period, fees for these services aggregated $1,000, of which the entire
    amount was voluntarily reduced.

        Effective October 1, 1996, Investors Bank and Trust Co. ("IBT") provides
    fund accounting services to the Fund. For the period October 1, 1996 through
    October 31, 1996 the IBT fee for these services aggregated $1,000, of which
    the entire amount was voluntarily reduced.

    REIMBURSEMENT AND WAIVER OF EXPENSES:
    BISYS, Signature, SFSI and IBT voluntarily agreed to waive a portion of
    their fees, and to the extent necessary, reimburse the Fund for additional
    expenses during the period August 26, 1996 through October 31, 1996.
    Expenses of the Fund were voluntarily limited to no more than 0.19% of the
    average daily net assets on an annualized basis. For the period ended
    October 31, 1996, BISYS, Signature, SFSI and IBT voluntarily reduced fees
    and reimbursed expenses aggregating $5,000.

4.  INVESTMENT TRANSACTIONS.  Additions and reductions in the Fund's
    investments in the Portfolio amounted to $23,119, and $29 respectively.


<PAGE>
INDEPENDENT AUDITORS' REPORT

The Board of Trustees
Republic Funds:

    We have audited the accompanying statement of net assets of Republic
Bond Fund (the "Fund"), a portfolio of Republic Funds, as of October 31,
1996 and the related statements of operations and changes in net assets and
the financial highlights for the period from August 26, 1996 (commencement
of operations) to October 31, 1996. These financial statements and financial
highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audit.

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

    In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Republic Bond Fund at October 31, 1996, the results of its
operations, the changes in its net assets and the financial highlights for
the period from August 26, 1996 to October 31, 1996 in conformity with
generally accepted accounting principles.

                                                KPMG Peat Marwick LLP

Boston, Massachusetts
December 20, 1996

<PAGE>
REPUBLIC FIXED INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS
OCTOBER 31, 1996
- ------------------------------------------------------------------------------
 PRINCIPAL                                                       VALUE
  AMOUNT      SECURITY DESCRIPTION                              NOTE 2
  ------      --------------------                              ------

              CORPORATE OBLIGATIONS -- 11.5%

              BANKING -- 0.1%
$   63,000    Blue Bell Funding, 11.85%, due 5/1/99 ....     $   63,630
                                                             ----------
              BROADCASTING AND PUBLISHING -- 1.1%
   330,000    Comcast Corp, 9.375%, due 5/15/05  .......        330,413
   395,000    Paramount Communications, 8.25%, due
                8/1/22 .................................        360,734
                                                             ----------
                                                                691,147
                                                             ----------
              CONSUMER GOODS -- 0.3%
   160,000    RJR Nabisco (New), 8.75%, due 4/15/04  ...        160,913
                                                             ----------
              ENERGY -- 0.9%
   150,000    Excel Paralubes Funding, 7.43%, due
                11/1/15(a) .............................        148,289
   176,588    Mobil Energy, 8.665%, due 1/1/17  ........        182,767
   250,000    Paiton Energy Funding Bv, 9.34%, due
                2/15/14 ................................        260,115
                                                             ----------
                                                                591,171
                                                             ----------
              FINANCE -- 3.7%
   150,000    Dr Structured Financial, 7.43%, due
                8/15/18 ................................        106,934
   275,000    Farmers Ins Exch., 8.625%, due 5/1/24(a) .        279,512
    70,000    K-Mart Funding Corp., 8.8%, due 7/1/10  ..         60,025
   275,000    John Hancock, 7.375%, due 2/15/24(a) .....        266,037
   250,000    Mass Mutual Life 144a, 7.625%, due
                11/15/23(a) ............................        248,998
   250,000    Met Life 144a, 7.45%, due 11/1/23(a) .....        234,878
   250,000    Mutual Life Ins Co NY 144a, 0%, due
                8/15/24, 8.65%(a)(d) ...................        249,855
   300,000    Nationwide Mutual Life 144a, 7.5%, due
                02/15/24(a) ............................        275,952
   250,000    New York Life 144a, 7.5%, due 12/15/23(a)         239,444
   250,000    Principal Mut Ins Co., 7.875%, due
                3/1/24(a) ..............................        238,799
   185,000    Reliance Group Holdings, 9.00%, due 
                11/15/00 ...............................        189,163
                                                             ----------
                                                              2,389,597
                                                             ----------
              INDUSTRIAL -- 1.0%
   143,391    DRSLT 1994-K1 A1, 7.6%, due 8/15/07  .....        126,178
   150,000    Owens-Illinois, Inc., 11%, due 12/1/03  ..        165,000
   150,000    Oxymar, 7.5%, due 2/15/16(a) .............        144,932
   196,440    Scotia Pacific Holdings, 7.95%, due
                7/20/15 ................................        197,576
                                                             ----------
                                                                633,686
                                                             ----------
              RETAIL -- 0.8%
   195,000    Federated Department Stores, 8.125%, due
                10/15/02  ..............................        200,160
   374,000    Southland Corp., 5%, due 12/15/03  .......        302,940
                                                             ----------
                                                                503,100
                                                             ----------
              TECHNOLOGY -- 0.5%
   295,000    Digital Equipment, 8.625%, due 11/1/12  ..        293,454
                                                             ----------
<PAGE>
              TELECOMMUNICATIONS -- 2.5%
   400,000    Comcast Cellular, 0%, due 3/5/0, 8.76%(d)         282,000
   295,000    Lenfest Comm, 8.375%, due 11/1/5  ........        270,663
   255,000    MFS Communications Corp.,0%, due 1/15/06,
                8.56%(d) ...............................        180,413
   415,000    Telecommunications, Inc., 7.875%,
                due 2/15/26  ...........................        347,731
   250,000    Telecommunications, Inc., 9.25%,
                due 1/15/23 ............................        235,820
   275,000    Rogers Cable Systems, 10%, due 3/15/05  ..        280,500
                                                             ----------
                                                              1,597,127
                                                             ----------
              TRANSPORTATION -- 0.7%
   250,000    National Car Rental, 7.35%, due
                10/20/03(a) ............................        252,718
   175,000    Jet Equipment Trust, 10%, due 6/15/12  ...        209,559
                                                             ----------
                                                                462,277
                                                             ----------
              TOTAL CORPORATE OBLIGATIONS (Cost $7,273,858)   7,386,102
                                                             ----------
              COLLATERALIZED MORTGAGE OBLIGATIONS -- 8.2%
   274,942    Alliance HEL 96 2 A6, 8.3%, due 09/25/27          287,204
   124,937    American Southwest Financial 1993-2 A1,
                7.3%, due 1/18/09 ......................        126,613
   150,000    American Southwest Financial 1995-C1 A1b,
                7.4%, due 11/17/04  ....................        154,757
 5,343,651    Amsfs 93 2 S1 IO, due 1/18/09 ............        282,519
   250,000    Asset Securitization Corp., 7.4%, due
                10/13/26  ..............................        256,788
   172,113    Asset Securitization Corp., 1995-D1 A1,
                7.59%, due 8/11/27 .....................        179,144
   197,423    Asset Securitization Corp., 1995-Md4 A1,
                7.1%, due 8/13/29 ......................        199,723
   125,000    Beverly Finance Corp., 8.36%, due
                7/15/04(a) .............................        132,484
   300,000    BSMI 96 09 L NAS, due 6/15/26 ............        306,411
   175,000    CBM Funding Corp., 1996, 7.08%,
                due 2/1/13 .............................        175,978
   149,038    CMS 1996, 7.25%, due 1/25/26 .............        146,240
   123,375    CMSI 1995, 7.5%, due 4/25/25(a) ..........        121,911
   145,136    CWMBS 1993-C, 6.5%, due 1/25/24 ..........        135,910
   200,000    DLJMA 96, 7.58%, due 2/12/06 .............        206,726
   265,000    FHR 1632 SA INV FLTR Vr, due 11/15/23(c) .        207,230
   144,848    First Boston Mortgage Security Corp.,
               1993-5 B1, 7.3%, due 7/25/23  ...........        139,440
              Independent National Mortgage Corp.,
                1994-0 B1, 7.875%, due 9/25/24  ........        193,302
    96,964    JP Morgan 1995, 7.268%, due 7/25/10 ......         98,674
   100,000    Lakewood Mall Finance Company, 7%, due
                8/13/10(a) .............................         99,254
   300,000    LBCMT96 C2 A Seq, due 10/25/26 ...........        308,026
   225,000    Merrill Lynch Mortgage Investors, 7.42%,
                due 3/25/26  ...........................        229,898
   150,000    Mortgage Capital Funding, Inc., 7.6%, due
                5/25/27 ................................        155,153
 1,084,170    Nomura ASC 95 MD4 CS2 IO VR, due 8/13/29          196,820
   350,000    Rali 96 Qs8 A5 Nas, due 6/25/26 ..........        355,009
   145,243    Residential Funding Mortgage Security
                1993-S43 A10, 6.5%, due 11/25/23  ......        135,785
   100,000    Residential Funding Mortgage Security
                1993-MZ3 A2, 6.97%, due 8/28/23  .......         93,427
   173,360    Residential Funding Mortgage Security
                1995-R20 A5, 7.5%, due 12/25/25  .....          172,538
   148,844    Residential Funding Mortgage Security
                1995-S16 A7, 7.5%, due 11/25/25  .....          148,074
                                                             ----------
              TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
                (Cost $5,187,227) ......................      5,245,038
                                                             ----------
<PAGE>
              ASSET-BACKED OBLIGATIONS 2.5%
    117,271   Aircraft Lease Portfolio Securitizations
               Class B, 6.596%, due 3/15/19  ...........        117,916
    200,000   Aircraft Lease Portfolio Securitizations
               1994-1 A4, 7.8%, due 9/15/04  ...........        205,800
     99,493   Aircraft Lease Portfolio Securitizations
               1994-1 C, 9.35%, due 9/15/04  ..........         102,789
    275,000   Amlt 1996 2A5, 8.08%, due 11/25/25  ......        285,260
    100,000   Carousel Center Financial- AI, 6.828%, due
               11/15/07(a) .............. .............          99,488
    228,041   Carousel Center Financial C, 7.527%, due
               10/15/07(a) ............................         228,745
    275,000   DELHE 1996 1 A7, 7.95%, due 6/25/27  .....        281,089
    300,000   IMCHel 96 3 A7, 8.05%, due 8/25/26  ......        309,708
                                                             ----------
              TOTAL ASSET BACKED OBLIGATIONS (Cost
               $1,595,906) ............................       1,630,795
                                                             ----------

              U.S. GOVERNMENT AGENCY OBLIGATIONS -- 46.9%

              FEDERAL GOVERNMENT LOAN MORTGAGE
              CORPORATION -- 23.4%
  3,750,000   7.5%, due 7/15/23(b) .....................      3,762,900
  3,050,000   7.5%, due 8/15/23(b) .....................      3,060,490
    600,000   7.5%, due 7/15/23(b) .....................        602,064
  1,800,000   7.5%, due 11/15/25(b) ....................      1,806,192
  5,325,000   7.5%, due 6/15/25(b) .....................      5,335,011
    417,520   9.5%, due 12/1/16 ........................        448,051
                                                            -----------
                                                             15,014,708
                                                            -----------
              FEDERAL NATIONAL MORTGAGE
                ASSOCIATION -- 10.4%
    113,704   93 205GTPO, 0%, due 9/25/23, 6.44%(d) ....         65,395
     48,544   93 235H TPO, 0%, due 9/25/23, 7.85%(d) ...         34,466
    149,198   93 243C TPO, due 11/25/23, 5.75%(d) ......        108,457
     30,899   93 243C XPPO, due 11/25/23, 5.74%(d) .....         21,462
     72,609   94 25CTPO, due 11/25/23, 5.64%(d) ........         49,751
     25,208   PL#034268 CL, DTD 9/1/86 due 9/1/16  .....         26,774
    224,710   PL#035052 CL, DTD 10/1/86 due 10/1/16  ...        238,671
    599,392   TR 249 PO, DTD 10/1/93 due 10/25/23,
               6.72%(d) ................................        382,466
    174,231   TR 254 PO,due 1/1/24, 5.74%(d) ...........        119,367
    235,356   Strip 260 PO, due 4/1/24, 5.86%(d) .......        159,489
    105,640   10.5%, due 12/1/16  ......................        116,675
    118,844   10%, due 5/1/22  .........................        130,563
  2,000,000   7.5%, due 6/1/23(b) ......................      2,003,760
    275,000   7.5%, due 6/15/25(b) .....................        275,517
  1,950,000   7.5%, due 6/15/25(b) .....................      1,953,666
  1,000,000   7.5%, due 6/15/25(b) .....................      1,001,880
                                                            -----------
                                                              6,688,359
                                                            -----------
              GOVERNMENT NATIONAL MORTGAGE
                ASSOCIATION -- 9.5%
    700,000   11%, due 6/15/15  ........................        786,107
    525,000   7.5%, due 6/15/25(b) .....................        526,643
    600,000   7.5%, due 10/1/23(b) .....................        601,878
  2,500,000   7.5%, due 6/15/25(b) .....................      2,507,825
     28,224   13.5%, due 11/15/14  .....................         33,093
     35,969   11.5%, due 2/15/16  ......................         40,847
     49,873   10.5%, due 8/15/16  ......................         55,188
     59,760   10.5%, due 6/15/16  ......................         66,128
    176,251   10.5%, due 9/15/19  ......................        195,032
    262,728   10.5%, due 4/15/25, DTD 4/1/95  ..........        291,991
    439,548   11%, due 1/15/19  ........................        480,791
    461,221   11%, due 12/15/17  .......................        518,108
                                                             ----------
                                                              6,103,631
                                                             ----------
<PAGE>
              FEDERAL HOME LOAN MORTGAGE ASSOCIATION -- 3.6%

    220,956   7%, due 7/1/24  ..........................        218,457
    693,002   7%, due 12/1/24  .........................        681,533
    107,351   11%, due 9/1/16  .........................        119,630
    383,212   10%, due 9/1/17  .........................        416,482
     76,316   10.5%, due 10/1/11  ......................         84,043
     91,782   10.5%, due 11/1/18  ......................        101,075
    417,073   due 4/1/24, DTD 4/1/94  ..................        412,352
    275,000   7.5%, due 6/15/06(b)  ....................        275,000
                                                             ----------
                                                              2,308,572
                                                             ----------
              TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS
                (Cost $29,832,142) .....................     30,115,270
                                                             ----------
              U.S. TREASURY OBLIGATIONS -- 25.0%
  3,650,000   U.S. Treasury Strip, 0%, due 2/15/19,
               6.96%(d) ................................        794,419
  2,300,000   U.S. Treasury Strip, 0%, due 8/15/20,
                6.97%(d) ...............................        450,729
  3,175,000   U.S. Treasury Bond, 8.75%, due 8/15/20  ..      3,910,205
  1,050,000   U.S. Treasury Note, 7.125%, due 9/30/99  .      1,082,813
  5,935,000   U.S. Treasury Note, 7.5%, due 2/15/05  ...      6,375,708
  3,400,000   U.S. Treasury Note, 6.125%, due 5/15/98  .      3,421,910
                                                             ----------
              TOTAL U.S. TREASURY OBLIGATIONS (Cost
                $15,669,474) ...........................     16,035,784
                                                             ----------
              YANKEE BONDS -- 1.3%
    250,000   Mexico Par Bond Series A, 6.25%,
               due 12/31/19  ...........................        174,687
    250,000   Mexico Series B, 6.25%, due 12/31/19  ....        174,687
    500,000   United Mexican States Warrants 0%
               due 6/30/03  ............................              0
    605,000   Republic of Argentina, 5.25%, due
               3/31/23 .................................        356,194
    150,000   Republic of Colombia, 8.7%, due 2/15/16  .        142,992
                                                             ----------
              TOTAL YANKEE BONDS (Cost $748,331)  ......        848,560
                                                             ----------
              FOREIGN GOVERNMENT OBLIGATIONS 2.9%
DKR 3,425,000 Kingdom of Denmark, 8.0%, due 3/15/06  ...        631,512
DEM   815,000 Treuhandanstalt, 7.5%, due 9/9/04  .......        591,653
GBP   340,000 UK Treasury, 9.75 %, due 8/27/02  ........        614,013
                                                             ----------
              TOTAL FOREIGN GOVERNMENT OBLIGATIONS
                (Cost $1,823,188)  .....................      1,837,178
                                                             ----------
              COMMERCIAL PAPER -- 39.8%
 $2,000,000   American Express Credit  .................      1,992,694
  2,000,000   Banc One  ................................      1,990,357
  1,700,000   CJT holdings  ............................      1,696,934
  1,700,000   John Deere  ..............................      1,696,940
  2,000,000   Ford Motor Credit Corp.  .................      1,993,000
  1,700,000   GECC  ....................................      1,696,940
  2,000,000   General Re  ..............................      1,984,542
  1,700,000   Household Finance  .......................      1,696,940
  2,000,000   IBM  .....................................      1,990,958
  2,000,000   Metlife Funding  .........................      1,988,938
  2,000,000   Raytheon  ................................      1,996,798
  1,600,000   Transamerica Financial  ..................      1,599,282
  2,000,000   Weyerhauser Mortgage  ....................      1,998,542
  1,295,001   Investors Cash Reserve  ..................      1,295,001
                                                            -----------
              TOTAL COMMERCIAL PAPER (Cost $25,521,395).     25,617,866
                                                            -----------
TOTAL INVESTMENTS -- 138.2%
  (Identified Cost $87,651,521)* .......................     88,716,593
OTHER ASSETS LESS LIABILITIES -- (38.2%) ...............    (24,538,211)
                                                             ----------
NET ASSETS -- 100.0% ...................................    $64,178,382
                                                            ===========

(a) Security exempt from registration under Rule 144A of the Securities Act of
    1933. These securities may be resold in transactions exempt from
    registration, normally to qualified institutional buyers.
(b) Security purchased on a delayed delivery basis.
(c) Represents a variable rate note. Interest rate disclosed represents
    current rate at 10/31/96.
(d) Effective yield (calculated at the date of purchase) is the yield at which
    the bond accretes on an annual basis until maturity date.
 * The aggregate cost of investments at October 31, 1996 for federal income tax
   purposes is $87,818,883. Gross unrealized appreciation and depreciation of
   securities was $1,025,107 and $127,397, respectively, resulting in net
   unrealized appreciation of $897,710.
<PAGE>

REPUBLIC FIXED INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS (CONTINUED)
OCTOBER 31, 1996
- -------------------------------------------------------------------------------
OPEN FORWARD FOREIGN CURRENCY CONTRACTS

<TABLE>
<CAPTION>
                                                                                               NET UNREALIZED
    EXPIRATION      CONTRACT TO            PRINCIPAL VALUE                         VALUE        APPRECIATION/
       DATE            DELIVER             LOCAL CURRENCY         COST US$       (NOTE 2)      (DEPRECIATION)

CONTRACTS TO BUY:
<S>        <C>                               <C>                  <C>          <C>               <C>
11/05/96   Swedish Krona ...............     3,465,000            525,159      $  526,382        $  1,223
11/08/96   Swedish Krona ...............       420,000             63,658          63,807             149
11/08/96   Swedish Krona ...............     3,590,000            540,602         545,398           4,796
                                                                                                 --------
                                                                                                    6,168
                                                                                                 --------
CONTRACTS TO SELL:
01/13/97   Danish Krone .................      655,000            112,586         112,775            (189)
01/13/97   Danish Krone .................      115,000             19,921          19,800             121
01/21/97   Danish Krone .................    2,355,000            401,001         405,621          (4,620)
01/21/97   Danish Krone .................      735,000            127,222         126,595             627
01/21/97   German Deutsche Mark .........    1,790,000          1,167,264       1,185,484         (18,220)
01/21/97   German Deutsche Mark .........       65,000             43,293          43,048             245
11/05/96   Swedish Krona ................    3,465,000            527,478         526,381           1,097
11/08/96   Swedish Krona ................    3,855,000            584,268         585,658          (1,390)
11/08/96   Swedish Krona ................      155,000             23,426          23,548            (122)
                                                                                                 --------
                                                                                                  (22,451)
                                                                                                 --------
NET UNREALIZED DEPRECIATION ON FORWARD FOREIGN CURRENCY CONTRACTS .......................        $(16,283)
                                                                                                 ========
</TABLE>

SCHEDULE OF OPEN FINANCIAL FUTURES CONTRACTS PURCHASED

                                                                 NET UNREALIZED
 EXPIRATION   NUMBER OF                              CONTRACT     DEPRECIATION
    DATE      CONTRACTS            CONTRACTS           VALUE      OF CONTRACTS
- -----------   ---------            ---------         --------     ------------
   12/19/96      12     US 5YR Note (CBT)M Dec 96   $1,271,924      $(14,888)
   12/19/96       6     US 5YR Note (CBT)M Dec 96      638,118        (5,288)
   12/02/96       9     US 10YR Note Fut Dec 96        959,568       (27,057)
   12/02/96       5     US 10YR Note Fut Dec 96        531,721       (16,404)
                                                                    --------
NET UNREALIZED DEPRECIATION ON OPEN FUTURES CONTRACTS ........      $(63,637)
                                                                    ========

<PAGE>

REPUBLIC FIXED INCOME PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES -- OCTOBER 31, 1996

ASSETS:
Investments at value (Cost $87,651,521) (Note 2) ...............  $ 88,716,593
Receivable for investments sold ................................    11,952,294
Interest receivable ............................................       593,399
Unamortized organization expenses ..............................        43,477
Unrealized appreciation on open forward foreign currency
contracts (Note 2) .............................................         8,258
Cash ...........................................................           940
                                                                  ------------
      Total Assets .............................................   101,314,961
                                                                  ------------
LIABILITIES:
Payable for investments purchased ..............................    37,022,532
Unrealized depreciation on open forward foreign currency
contracts (Note 2) .............................................        24,541
Variation margin payable on futures contracts (Note 2) .........         4,594
Sub-advisory fee payable (Note 3) ..............................        38,007
Administration fee payable (Note 3) ............................         2,652
Audit fees payable .............................................        19,000
Legal fees payable .............................................        11,227
Other accrued expenses .........................................        14,026
                                                                  ------------
      Total Liabilities ........................................    37,136,579
                                                                  ------------
NET ASSETS:
Applicable to investors' beneficial interest ...................  $ 64,178,382
                                                                  ============

                      See notes to financial statements


<PAGE>

REPUBLIC FIXED INCOME PORTFOLIO
STATEMENT OF OPERATIONS -- FOR THE YEAR ENDED OCTOBER 31, 1996

INVESTMENT INCOME (NOTE 2):
Interest income .................................................  $3,130,497

EXPENSES:
  Manager and sub-advisory fees (Note 3) .............  $284,403
  Administration fees (Note 3) .......................    24,731
  Fund accounting fees (Note 3) ......................    40,000
  Custodian fees and expenses ........................    37,885
  Audit fees .........................................    21,533
  Amortization of organization expenses ..............    13,607
  Legal fees .........................................     9,993
  Trustees' fees (Note 3) ............................     6,112
  Insurance expense ..................................     5,936
  Reports to shareholders ............................       872
  Other expenses .....................................     1,473
                                                        --------
    Total expenses ...................................   446,545
    Voluntary fee reductions (Note 3) ................  (103,926)
    Reimbursement of expenses (Note 3) ...............    (9,526)
                                                        --------
    Net expenses ................................................     333,093
                                                                   ----------
NET INVESTMENT INCOME ...........................................   2,797,404
                                                                   ----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND
  FOREIGN CURRENCY TRANSACTIONS:

Net realized gain (loss) on:
    Investments .................................................    (284,606)
    Foreign currency transactions ...............................     379,308
    Futures .....................................................      (8,098)
Net unrealized appreciation of investments ......................     556,157
Net unrealized depreciation of futures contracts ................     (63,637)
Net unrealized appreciation of foreign currency contracts and
  translations ..................................................      47,351
                                                                   ----------
Net realized and unrealized gain on investments and foreign
  currency transactions .........................................     626,475
                                                                   ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ............  $3,423,879
                                                                   ==========

                      See notes to financial statements
<PAGE>

REPUBLIC FIXED INCOME PORTFOLIO
STATEMENTS OF CHANGES IN NET ASSETS
                                                            FOR THE PERIOD
                                                           JANUARY 9, 1995
                                         FOR THE            (COMMENCEMENT
                                        YEAR ENDED        OF OPERATIONS) TO
                                     OCTOBER 31, 1996      OCTOBER 31, 1995
                                     ----------------      ----------------
INCREASE IN NET ASSETS FROM:
OPERATIONS:
Net investment income ............     $ 2,797,404           $   869,764
Net realized gain from
  investments and foreign ........          86,604             1,056,225
Net unrealized appreciation of
  investments and foreign ........         539,871               349,074
                                        ----------            ----------
    Net increase in net assets
      resulting from operations ..       3,423,879             2,275,063
                                        ----------            ----------
CAPITAL TRANSACTIONS:
Contributions ....................      35,186,698            28,059,930
Withdrawals ......................      (4,454,722)             (362,566)
                                        ----------            ----------
    Net increase in net assets
      from capital share
      transactions ...............      30,731,976            27,697,364
                                        ----------            ----------
TOTAL INCREASE IN NET ASSETS            34,155,855            29,972,427
NET ASSETS:
    Beginning of period ..........      30,022,527                50,100
                                        ----------            ----------
    End of period ................     $64,178,382           $30,022,527
                                       ===========           ===========
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
                                                              FOR THE PERIOD
                                                             JANUARY 9, 1995
                                            FOR THE           (COMMENCEMENT
                                           YEAR ENDED       OF OPERATIONS) TO
                                        OCTOBER 31, 1996     OCTOBER 31, 1995
                                        ----------------     ----------------
RATIOS, SUPPLEMENTAL DATA
Net assets at end of period (000)          $64,178               $30,023
Ratio of expenses to average
 net assets ..........................        0.67%                 0.46%(b)
Ratio of net investment income          
  to average net assets ..............        5.66%                 6.04%(b)
Ratio of expenses to average            
  net assets(a) ......................        0.90%                 1.00%(b)
Ratio of net investment income          
  to average net assets(a) ...........        5.43%                 5.51%(b)
Portfolio turnover ...................         152%               100.00%
- --------------------------------------------------------------------------
(a) During the period, certain fees were voluntarily reduced and expenses
    reimbursed. If such voluntary fee reductions and expense reimbursements had
    not occurred, the ratios would have been as indicated.
(b) Annualized.

                      See notes to financial statements
<PAGE>

REPUBLIC FIXED INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS -- OCTOBER 31, 1996

1.  ORGANIZATION. The Republic Fixed Income Portfolio (the "Portfolio") is a
    diversified separate series of Republic Portfolios (the "Portfolio Trust")
    which is registered under the Investment Company Act of 1940, as amended
    (the "Act"), as a no-load, open-end management investment company. The
    Portfolio is a series of the Portfolio Trust which was organized as a master
    trust fund under the laws of the State of New York on November 21, 1994. The
    Portfolio commenced operations on January 9, 1995. The Declaration of Trust
    permits the Trustees to issue an unlimited number of beneficial interests in
    the Portfolio.

        The Fund's investment objective is to realize above-average total return
    over a market cycle of three to five years, consistent with reasonable risk,
    by investing primarily in a diversified portfolio of U.S. Government
    securities, corporate bonds (including bonds rated below investment grade
    and commonly referred to as "junk bonds"), foreign fixed income securities,
    mortgage backed securities of domestic issuers and other Fixed-income
    securities.

2.  SIGNIFICANT ACCOUNTING POLICIES. The following is a summary of the
    significant accounting policies followed by the Portfolio in the preparation
    of its financial statements. The policies are in conformity with U.S.
    generally accepted accounting principles. The preparation of financial
    statements requires management to make estimates and assumptions that affect
    the reported amounts of assets and liabilities at the date of the financial
    statements and the reported amounts of income and expenses for the year.
    Actual results could differ from those estimates.

    INVESTMENT VALUATION:
    The net asset value of the Portfolio is determined on each day on which the
    New York Stock Exchange ("NYSE") is open for trading. Bonds and other
    fixed-income securities which are traded over-the-counter and on a stock
    exchange will be valued according to the broadest and most representative
    market, and it is expected that for bonds and other fixed income securities
    this ordinarily will be the over-the-counter market. Bonds and other fixed
    income securities ( other than short-term obligations but including listed
    issues) in the portfolio may be valued on the basis of valuations furnished
    by a pricing service, use of which has been approved by the Board of
    Trustees of the Portfolio Trust. In making such valuations, the pricing
    service utilizes both dealer-supplied valuations and electronic data
    processing techniques which take into account appropriate factors such as
    institutional-size trading in similar groups of securities, yield, quality,
    coupon rate, maturity, type of issue, trading characteristics and other
    market data, without exclusive reliance upon quoted prices or exchange or
    over-the-counter prices, since such valuations are believed to reflect more
    accurately the fair value of such securities. Short-term debt obligations
    are valued at amortized cost, which constitutes fair value as determined by
    the Board of Trustees of the Portfolio Trust. Futures contracts are normally
    valued at the settlement price on the exchange on which they are traded.
    Portfolio securities (other than short-term obligations) for which there are
    no such valuations are valued at fair value as determined in good faith
    under the direction of the Board of Trustees of the Portfolio Trust.

        Bonds and other fixed income securities listed on a foreign exchange are
    valued at the last quoted sales price available before the time when assets
    are valued.

    FOREIGN CURRENCY TRANSLATION:
    The accounting records of the Portfolio are maintained in U.S. dollars.
    Foreign currency amounts are translated into U.S. dollars at the current
    rate of exchange to determine the value of investments, assets and
    liabilities. Purchases and sales of securities, and income and expenses are
    translated at the prevailing rate of exchange on the respective dates of
    such transactions. The Portfolio does not isolate that portion of the
    results of operations resulting from changes in foreign exchange rates on
    investments from fluctuations arising from changes in market prices of
    securities held. Such fluctuations are included with the net realized and
    unrealized gain or loss from investments.

    FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS:
    The Portfolio may enter into forward foreign currency exchange contracts in
    connection with planned purchases or sales of securities or to hedge the
    U.S. dollar value of portfolio securities denominated in a particular
    currency. The Portfolio could be exposed to risks if the counter-parties to
    the contracts are unable to meet the terms of their contracts and from
    unanticipated movements in the value of a foreign currency relative to the
    U.S. dollar. The forward foreign currency exchange contracts are adjusted by
    the daily exchange rate of the underlying currency and any gains or losses
    are recorded for financial statement purpose as unrealized gains or losses
    until the contract settlement date.

    FUTURES:
    A futures contract is an agreement to purchase/sell a specified quantity of
    an underlying instrument at a specified future date or to make/receive a
    cash payment based on the value of a securities index. The price at which
    the purchase and sale will take place is fixed when the Portfolio enters
    into the contract. Upon entering into such a contract the Portfolio is
    required to pledge to the broker an amount of cash and/or securities equal
    to the minimum "initial margin" requirements of the exchange. Pursuant to
    the contract, the Portfolio agrees to receive from or pay to the broker an
    amount of cash equal to the daily fluctuation in value of the contract. Such
    receipts or payments are known as "variation margin" and are recorded by the
    Portfolio as unrealized gains or losses. When the contract is closed, the
    Portfolio 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 when it was closed. The Portfolio invests in futures contracts solely
    for the purpose of hedging its existing portfolio securities, or securities
    the Portfolio intends to purchase, against fluctuations in value caused by
    changes in prevailing market interest rates. The use of futures transactions
    involves the risk of imperfect correlation in movements in the price of
    futures contracts, interest rates and the underlying hedged assets, and the
    possible inability of counterparties to meet the terms of their contracts.

    ACCOUNTING FOR INVESTMENTS:
    Securities transactions are recorded on a trade date basis. Realized gains
    and losses are determined on the basis of specific identification. Dividend
    income and other distributions from the portfolio securities are recorded on
    the ex-dividend date, except, if the ex-dividend has passed. Certain
    dividends from foreign securities are recorded as the Portfolio is informed
    of the ex-dividend date. Dividend income is recorded net of foreign taxes
    withheld where recovery of such taxes is not assured. Interest income is
    accrued daily.

    EXPENSES ALLOCATION:
    Expenses incurred by the Portfolio Trust with respect to any two or more
    portfolios in the Trust are allocated in proportion to the net assets of
    each portfolio, except when allocations of direct expenses to each portfolio
    can otherwise be made fairly. Expenses directly attributable to a portfolio
    are charged to that portfolio.

    TAXES:
    Income received by the Portfolio from sources within foreign countries may
    be subject to withholding and other income or similar taxes imposed by such
    countries.

        The Portfolio intends to comply with the requirements of the U.S.
    Internal Revenue Code (the "Code"). The Portfolio intends to conduct its
    operations so that the Funds investing in the Portfolio can qualify as
    registered investment companies under Subchapter M of the Code. The
    Portfolio will be treated as a partnership for U.S. Federal income tax
    purposes and is therefore not subject to U.S. Federal income tax.

3.  RELATED PARTY TRANSACTIONS.
    INVESTMENT MANAGEMENT:

    Republic National Bank of New York ("Republic" or the "Manager") is the
    investment manager to the Portfolio pursuant to an investment management
    agreement with the Portfolio Trust. For its services, the investment manager
    receives from the Portfolio a fee, payable monthly, at the annual rate of
    0.20% of the Portfolio's average daily net assets. The Manager waived its
    entire fee of $98,923 for the year ended October 31, 1996.

    SUB-ADVISORY:
    Miller, Anderson & Sherrerd (the "Sub-Adviser") continuously manages the
    investment portfolio of the Portfolio pursuant to a Sub-Advisory Agreement
    with the Manager. For its services, the Sub-Adviser is paid a fee by the
    Portfolio, computed daily and based on the Portfolio's average daily net
    assets, equal to 0.375% of the net assets up to $50 million, 0.25% of the
    net assets over $50 million up to $95 million, $300,000 on net assets over
    $95 million up to $150 million, and 0.20% of net assets over $150 million up
    to $250 million, and 0.15% of net assets over $250 million. It is the
    responsibility of the Sub-Adviser not only to make investment decisions for
    the Portfolio, but also to place purchase and sale orders for the portfolio
    transactions of the Portfolio. For the year ended October 31, 1996 the
    sub-advisory fee was $185,480, none of which was waived.

    ADMINISTRATION:
    Pursuant to an Administrative Services Agreement, Signature Financial Group
    (Cayman) Ltd. ("Signature (Cayman)") provided the Portfolio with general
    office facilities, and supervised the overall administration of the
    Portfolio including, among other responsibilities, the preparation and
    filing of all documents required for compliance by the Portfolio with
    applicable laws and regulations and arranged for the maintenance of books
    and records of the Portfolio for the period November 1, 1995 through
    September 30, 1996. For its services to the Portfolio, Signature (Cayman)
    received from the Portfolio, fees payable monthly equal on an annual basis
    to 0.05% of the Portfolio's average daily net assets. For this period
    Signature (Cayman) received $22,079 for its services.

        Effective October 1, 1996, BISYS Fund Services Ireland Ltd. ("BISYS"),
    was appointed as administrator to the Portfolio, pursuant to an
    Administrative Services Agreement. BISYS serves as administrator in
    substantially identical terms as described above. In this capacity, BISYS
    earned $2,652 for the period October 1, 1996 through October 31, 1996.

    FUND ACCOUNTING:
    Pursuant to a Fund Accounting Agreement, Signature Financial Services, Inc.,
    ("SFSI") served as fund accounting agent to the Portfolio for the period
    November 1, 1995 through September 30, 1996. For its services to the
    Portfolio, SFSI received fees payable monthly equal on an annual basis to
    $40,000. For this period, fees for these services aggregated $36,667, of
    which $5,003 was voluntarily reduced.

        Effective October 1, 1996, Investors Bank and Trust Co. ("IBT"),
    provides fund accounting services to the Portfolio. For the period October
    1, 1996 through October 31, 1996, the IBT fee for these services aggregated
    $3,333.

    TRUSTEE FEES:
    The fees and expenses of the Trustees amounted to $6,112 for the year ended
    October 31, 1996.

    REIMBURSEMENT AND WAIVER OF EXPENSES:
    The Manager and SFSI have voluntarily agreed to reduce a portion of their
    fees, and to the extent necessary, reimburse the Portfolio for additional
    expenses. For the year ended October 31, 1996 expenses of the Portfolio were
    voluntarily limited to no more than 0.67% of the average daily net assets on
    an annualized basis. For the year ended October 31, 1996 the Manager and
    SFSI voluntarily reduced fees and reimbursed expenses aggregating $113,452.

4.  INVESTMENT TRANSACTIONS.  Purchases and sales of investments, other than
    U.S. Government securities and short-term obligations, aggregated
    $252,495,335, and $213,811,923, respectively for the year.
<PAGE>
INDEPENDENT AUDITOR'S REPORT

The Board of Trustees
Republic Portfolios:

    We have audited the accompanying statement of net assets of Republic Fixed
Income Portfolio (the "Fund"), a portfolio of Republic Portfolios, as of October
31, 1996 and the related statements of operations and changes in net assets and
the financial highlights for the year then ended. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsbility is to express an opinion on these financial statements and
financial highlights based on our audit. The statement of changes in net assets
and financial highlights for the period from January 9. 1995, (commencement of
operations) to October 31, 1995 were audited by other auditors whose report
thereon, dated December 8, 1995, expressed an unqualified opinion on that
statement and those financial highlights.

    We conducted our audit in accordance with United States 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 October 31, 1996 by correspondence with the custodian or brokers. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

    In our opinion, the 1996 financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Republic Fixed Income Portfolio at October 31, 1996, the results of
its operations, the changes in its net assets and the financial highlights for
the year then ended in conformity with United States generally accepted
accounting principles.

                                            KPMG

Toronto, Ontario
December 20, 1996
<PAGE>

               FEDERAL INCOME TAX STATUS OF DIVIDENDS (UNAUDITED)

All dividends paid by the funds were paid out as short-term capital gain
dividends on net investment income dividends. For federal income tax purposes,
dividends from short-term capital gain are classified as ordinary income.
<PAGE>
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REPUBLIC
     BOND
         FUND

INVESTMENT ADVISER
Republic National Bank of New York
452 Fifth Avenue
New York, NY 10018

SUB-ADVISER
Miller Anderson & Sherrerd, L.L.P.
One Tower Bridge
West Conshohocken, PA 19428-2899

ADMINISTRATOR, DISTRIBUTOR AND SPONSOR
BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, OH 43219

CUSTODIAN AND TRANSFER AGENT
Investors Bank & Trust Company
89 South Street
Boston, MA 02111

INDEPENDENT AUDITORS
KPMG Peat Marwick LLP
99 High Street
Boston, MA 02110

LEGAL COUNSEL
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005

SHAREHOLDER SERVICING AGENTS:
Republic National Bank of New York
Republic Bank For Savings
452 Fifth Avenue
New York, NY 10018
(800) 782-8183

FOR NON-REPUBLIC CLIENTS:
Investors Bank & Trust Company
89 South Street
Boston, MA 02111
(800) 782-8183


[graphic omitted]


- --------

REPUBLIC

    BOND

           FUND



     ANNUAL REPORT


   OCTOBER 31, 1996


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