COMPASS CAPITAL GROUP OF FUNDS
N-30D, 1996-04-08
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===============================================================================


                               THE COMPASS CAPITAL
                                 GROUP OF FUNDS





























                               INTERNATIONAL FIXED
                                   INCOME FUND









                          ANNUAL REPORT TO SHAREHOLDERS
                                JANUARY 31, 1996
===============================================================================



<PAGE>

                       THE COMPASS CAPITAL GROUP OF FUNDS

                         INTERNATIONAL FIXED INCOME FUND


Dear Shareholder,

     The International Fixed Income Fund invests principally in top quality,
fixed income securities denominated in foreign currencies. The investment
adviser has the discretion to hedge foreign currency exposure back to the dollar
to protect the fund against adverse currency moves.

     For the eleven months ended January 31, 1996, the International Fixed
Income Fund provided a total return of 16.79%. This return exceeded the Salomon
Brothers Non-U.S. Hedged World Government Bond Index, which had a return of
16.50% over the same period.

     The exceptionally strong returns posted by the global bond markets in 1995
were a result of weaker than expected growth and inflation figures. As in 1995,
the direction of the U.S. bond market is expected to set the tone for the global
bond markets in 1996. We believe that the European bond markets will continue to
outperform other markets in the first quarter of the year, continuing their
strong performance from the final months of 1995, and that the Japanese market
will continue to underperform due to an increase in economic activity stemming
from government spending packages. We remain optimistic for further positive
performance of the aggregate international bond markets in 1996 as benign
inflationary forecasts for the major world economies suggest a continued low
interest rate environment.

     As a result of these views the portfolio is overweight European bonds
relative to the Salomon non-U.S. bond index. Our belief in a further easing of
monetary policy by the Bundesbank has led us to a substantially overweight
position in Germany and the closely correlated Danish bond market. We also have
overweight positions in all three of the high yielding European markets, Italy,
Spain and Sweden as we foresee improvements in inflation and the political
situation in all three of these countries. Our relatively cautious view on Japan
is apparent in our modest exposure to that market compared to Europe. Our only
exposure in the dollar bloc is a small position in the Canadian market. All bond
positions have been hedged back into the U.S. dollar, so that the portfolio has
minimized foreign currency exposure.

 Comparison of Change in Value of $10,000 Investment in the International Fixed
           Income Fund and the Salomon Brothers Non-U.S.Hedged World
                           Government Bond Index Fund

(CHART)

[GRAPHICOMITTED]

PLOT POINTS:

             Compass       Salomon
7/1/91       $9,600        $10,000
2/29/92      10,157         10,750
2/28/93      11,131         11,750
2/28/94      12,303         12,730
2/28/95      12,497         12,855
1/31/96      14,559         14,976

- ----------------------------
AVERAGE ANNUAL TOTAL RETURN
One Year         19.29%
From Inception    9.50%
============================



              Past performance is not predictive of future results.



<PAGE>

                       THE COMPASS CAPITAL GROUP OF FUNDS
                         INTERNATIONAL FIXED INCOME FUND
                             SCHEDULE OF INVESTMENTS
                                JANUARY 31, 1996
- -------------------------------------------------------------------------------
                                            PAR
                             MATURITY      (000)**      VALUE
                             --------    ----------  -----------
FOREIGN BONDS -- 99.5%
CANADA -- 3.6%
  Province of British Columbia
    9.00%                    06/21/04           900  $   728,646
  Province of Ontario Global Bond
    7.75%                    12/08/03           800      600,801
                                                     -----------
                                                       1,329,447
                                                     -----------
DENMARK -- 11.1%
Kingdom of Denmark
    9.00%                    11/15/00         7,400    1,443,019
    7.00%                    12/15/04         7,500    1,308,954
    8.00%                    03/15/06         7,000    1,291,168
                                                     -----------
                                                       4,043,141
                                                     -----------
FRANCE -- 4.6%
  Government of France
    5.50%                    04/25/04         9,000    1,683,419
                                                     -----------
GERMANY -- 31.2%
  African Development Bank
    7.25%                    10/21/99         2,000    1,456,963
  Bayerische Hypotheken Bank
    6.00%                    09/13/00         2,500    1,748,734
    7.25%                    10/21/02         1,600    1,183,832
  Deutsche Ausgleichsbank
    6.50%                    09/25/00         2,000    1,426,155
  Federal National
    Mortgage Association
    Global Bond
    6.00%                    08/23/00         2,000    1,399,221
  KFW International Finance
    7.25%                    12/03/97         2,000    1,432,792
  Norddeutsche
    Landesbank Finance
    6.00%                    01/05/04         2,500    1,668,457
  Westdeutsche Landbank
    6.25%                    09/15/03         1,500    1,022,224
                                                     -----------
                                                      11,338,378
                                                     -----------
ITALY -- 16.0%
  Buoni Poliennali del Tes
    10.50%                   11/01/98     2,000,000    1,296,248
    10.50%                   09/01/05     1,700,000    1,111,229
  European Investment Bank
    12.75%                   02/15/00     2,250,000    1,579,390
  Nordisca Investment Bank
    11.30%                   03/04/02     2,700,000    1,823,027
                                                     -----------
                                                       5,809,894
                                                     -----------

                                            PAR
                             MATURITY      (000)**      VALUE
                             --------    ----------  -----------
JAPAN -- 14.9%
  Austria Republic
    6.25%                    10/16/03       135,000  $ 1,540,692
  Interamerican
    Development Bank
    6.00%                    10/30/01       135,000    1,491,756
  Japan Development Bank
    6.50%                    09/20/01       145,000    1,637,015
  World Bank Global Bond
    4.50%                    03/20/03        75,000      775,257
                                                     -----------
                                                       5,444,720
                                                     -----------
SPAIN -- 8.9%
  Bonos y Obligacion del Estado
    10.10%                   02/28/01       170,000    1,406,672
  Junta de Andalucia
    10.50%                   12/14/00       220,000    1,841,888
                                                     -----------
                                                       3,248,560
                                                     -----------
SWEDEN -- 4.4%
  Sweden Government Bond
    13.00%                   06/15/01         9,000    1,585,282
                                                     -----------
UNITED KINGDOM -- 4.8%
  Abbey National Treasury PLC
    8.00%                    04/02/03           600      919,346
  National Power PLC
    10.625%                  03/26/01           500      853,396
                                                     -----------
                                                       1,772,742
                                                     -----------
TOTAL FOREIGN BONDS
  (Total Cost $35,628,385)                            36,255,583
                                                     -----------

                 See accompanying notes to financial statements.


                                       2

<PAGE>

                       THE COMPASS CAPITAL GROUP OF FUNDS
                         INTERNATIONAL FIXED INCOME FUND
                       SCHEDULE OF INVESTMENTS (CONTINUED)
                                JANUARY 31, 1996
- -------------------------------------------------------------------------------
                                   LOCAL
                       MATURITY   CURRENCY       VALUE
                       -------- -----------   ----------
INVESTMENTS IN CURRENCY -- 0.5%
  Canadian Dollar                    89,685  $    65,273
  Danish Krone                        1,576          273
  Italian Lira                  124,029,981       78,083
  Japanese Yen                          547            5
  New Zealand Dollars                34,853       23,446
  United Kingdom Pound Sterling          50            6
                                             -----------
TOTAL INVESTMENTS IN CURRENCY
  (Total Cost $167,655)                          167,156
                                             -----------

TOTAL INVESTMENTS IN SECURITIES
  (Total Cost $35,796,040*)
                            100.0%           $36,422,739
                            ======           ===========

 *Also cost for Federal income tax purposes. The gross
  unrealized appreciation (depreciation) on a tax basis
  is as follows:

      Gross unrealized appreciation  $1,558,232
      Gross unrealized depreciation    (931,533)
                                     ----------
                                     $  626,699
                                     ==========
**In local currency.

                 See accompanying notes to financial statements.


                                       3

<PAGE>


                       THE COMPASS CAPITAL GROUP OF FUNDS
                         INTERNATIONAL FIXED INCOME FUND
                       STATEMENT OF ASSETS AND LIABILITIES
                                JANUARY 31, 1996

<TABLE>
<S>                                                                                                        <C> 
ASSETS
   Investments at value (Cost $35,796,040) .............................................................   $36,422,739
   Interest receivable .................................................................................     1,172,423
   Receivable for investments sold .....................................................................     1,974,721
   Net unrealized appreciation on forward foreign currency contracts ...................................     1,260,865
                                                                                                           -----------
     TOTAL ASSETS ......................................................................................   $40,799,863
                                                                                                           -----------

LIABILITIES
   Fund share redemption payable .......................................................................     2,945,068
   Net unrealized depreciation on forward foreign currency contracts ...................................       197,596
   Accrued expenses payable ............................................................................        61,303
                                                                                                           -----------

     TOTAL LIABILITIES .................................................................................     3,173,082
                                                                                                           -----------

NET ASSETS (Applicable to 3,301,814 shares outstanding) ................................................   $37,626,781
                                                                                                           ===========
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE                                                             $     11.40
                                                                                                           ===========
MAXIMUM PUBLIC OFFERING PRICE PER SHARE ($11.40/.96)                                                       $     11.88
                                                                                                           ===========
At January 31, 1996, Net Assets consisted of:
   Capital paid-in .....................................................................................   $33,214,248
   Undistributed net investment income .................................................................       105,320
   Accumulated net realized gain on investments and foreign
     currency transactions .............................................................................     2,651,481
   Net unrealized appreciation on investments and foreign
     currency transactions .............................................................................     1,655,732
                                                                                                           -----------
     Net Assets ........................................................................................   $37,626,781
                                                                                                           ===========
</TABLE>

                 See accompanying notes to financial statements.


                                       4

<PAGE>
                       THE COMPASS CAPITAL GROUP OF FUNDS
                         INTERNATIONAL FIXED INCOME FUND
                             STATEMENT OF OPERATIONS
              FOR THE PERIOD MARCH 1, 1995 THROUGH JANUARY 31, 1996

<TABLE>
<S>                                                                                                         <C>
INVESTMENT INCOME (less foreign taxes withheld of $28,923) .............................................    $2,890,562
                                                                                                            ----------
EXPENSES
   Investment advisory fee .............................................................................       330,008
   Administration fee ..................................................................................        81,222
   Custodian fee .......................................................................................        53,484
   Transfer agent fees .................................................................................        27,237
   Legal and Audit .....................................................................................        16,294
   Printing ............................................................................................         2,634
   Registration fees and expenses ......................................................................         1,734
   Trustees' fees and officer's salary .................................................................         1,945
   Other ...............................................................................................         6,131
                                                                                                            ----------
                                                                                                               520,689
Less fees voluntarily waived by administrator ..........................................................       (1,157)
                                                                                                            ----------
     TOTAL EXPENSES ....................................................................................       519,532
                                                                                                            ----------
NET INVESTMENT INCOME ..................................................................................     2,371,030
                                                                                                            ----------

REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS
     Net realized gain from:
     Investment transactions ...........................................................................     1,833,513
     Foreign currency transactions and forward foreign
        currency contracts .............................................................................     2,104,030
     Change in unrealized appreciation (depreciation) from:
     Investment transactions ...........................................................................     (782,301)
     Foreign currency transactions and forward foreign
        currency contracts .............................................................................     1,646,033
                                                                                                            ----------

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
   AND FOREIGN CURRENCY RELATED TRANSACTIONS ...........................................................     4,801,275
                                                                                                            ----------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS .....................................................................................    $7,172,305
                                                                                                            ==========
</TABLE>

                 See accompanying notes to financial statements.


                                       5

<PAGE>

                       THE COMPASS CAPITAL GROUP OF FUNDS
                         INTERNATIONAL FIXED INCOME FUND
                       STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                                                             FOR THE
                                                                                             PERIOD          FOR THE
                                                                                             3/1/95           YEAR
                                                                                             THROUGH          ENDED
                                                                                             1/31/96         2/28/95
                                                                                          ------------    ------------
<S>                                                                                        <C>             <C>
Increase (decrease) in net assets:
   Investment Operations
     Net investment income ............................................................    $ 2,371,030     $ 2,695,000
     Net gain (loss) on investments and foreign currency
        related transactions ..........................................................      4,801,275      (2,000,000)
                                                                                           -----------     -----------
     Net increase in net assets resulting from operations .............................      7,172,305         695,000
                                                                                           -----------     -----------
Distributions to shareholders from
   Net investment income: .............................................................     (3,221,772)       (570,000)
   Net realized gains: ................................................................             --      (1,055,000)
                                                                                           -----------     -----------
        Total distributions to shareholders ...........................................     (3,221,772)     (1,625,000)
                                                                                           -----------     -----------
Capital share transactions ............................................................    (11,980,752)       (301,000)
                                                                                           -----------     -----------
        Total decrease in net assets ..................................................     (8,030,219)     (1,231,000)
                                                                                           -----------     -----------
Net assets
   Beginning of period ................................................................     45,657,000      46,888,000
                                                                                           -----------     -----------
   End of period ......................................................................    $37,626,781     $45,657,000
                                                                                           ===========     ===========
</TABLE>


                 See accompanying notes to financial statements.


                                       6

<PAGE>

                       THE COMPASS CAPITAL GROUP OF FUNDS
                         INTERNATIONAL FIXED INCOME FUND
                              FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                              FOR THE                                             FOR THE
                                                              PERIOD                                              PERIOD
                                                              3/1/95        YEAR         YEAR         YEAR        7/1/91 1
                                                              THROUGH       ENDED        ENDED        ENDED       THROUGH
                                                              1/31/96      2/28/95      2/28/94      2/28/93      2/29/92
                                                              -------      -------      -------      -------      -------
<S>                                                           <C>          <C>          <C>          <C>          <C>    
Net asset value at beginning of period ....................   $ 10.52      $ 10.75      $ 10.76      $ 10.21      $ 10.00
                                                              -------      -------      -------      -------      -------
Income from investment operations
   Net investment income ..................................      0.62         0.62         0.65         0.52         0.31
   Net realized gain (loss) on investments and
     foreign currency related transactions ................      1.13        (0.48)        0.46         0.47         0.26
                                                              -------      -------      -------      -------      -------
     Total from investment operations .....................      1.75         0.14         1.11         0.99         0.57
                                                              -------      -------      -------      -------      -------
Less distribution
   Distributions from net investment income ...............     (0.88)       (0.13)       (0.90)       (0.30)          --
   Distributions from net realized capital gains ..........        --        (0.24)       (0.22)       (0.14)       (0.36)
                                                              -------      -------      -------      -------      -------
     Total distributions ..................................     (0.88)       (0.37)       (1.12)       (0.44)       (0.36)
                                                              -------      -------      -------      -------      -------
Net asset value at end of period ..........................   $ 11.39      $ 10.52      $ 10.75      $ 10.76      $ 10.21
                                                              =======      =======      =======      =======      =======
Total return ..............................................    16.79%3       1.50%       10.24%        9.55%        5.84%3
Ratios/Supplemental data
   Net assets at end of period (in thousands) .............   $37,627      $45,657      $46,888      $38,257      $27,774
   Ratios of expenses to average net assets
     After advisory/administration fee waivers ............     1.23%2       1.24%        1.38%        1.30%        1.33%2
     Before advisory/administration fee waivers ...........     1.23%2       1.24%        1.38%        1.30%        1.37%2
   Ratios of net investment income to average
     net assets
     After advisory/administration fee waivers ............     5.62%2       5.96%        6.00%        6.31%        6.79%2
     Before advisory/administration fee waivers ...........     5.62%2       5.96%        6.00%        6.31%        6.75%2
Portfolio turnover rate ...................................   158.73%      130.64%      128.14%      115.25%      110.13%

<FN>
- --------------
1  Commencement of operations.
2  Annualized.
3  Not annualized.
</FN>
</TABLE>

                 See accompanying notes to financial statements.


                                       7

<PAGE>

                       THE COMPASS CAPITAL GROUP OF FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 1996

1. ORGANIZATION:

     The Compass Capital Group (the "Group") was organized on October 1, 1987,
and is registered under the Investment Company Act of 1940, as amended, as a
diversified, open-end management investment company established as a
Massachusetts business trust.

     The Group is authorized to issue an unlimited number of shares which are
units of beneficial interest without par value. This report relates solely to
the International Fixed Income Fund (the "Fund").

2. SIGNIFICANT ACCOUNTING POLICIES:

     The following is a summary of significant accounting policies followed by
the Fund in the preparation of its financial statements. The preparation of
financial statements in conformity with generally accepted accounting principles
requires the use of management estimates.

     SECURITIES VALUATION -- Foreign securities are valued based upon quotations
from the primary market in which they are traded. Restricted and illiquid
securities for which quotations are not readily available are valued at fair
value using methods determined in good faith as approved by the Board of
Trustees.

     SECURITY TRANSACTIONS AND RELATED INCOME -- Security transactions are
accounted on the date the security is purchased or sold (trade date). Interest
income is recognized on the accrual basis. Gains or losses realized on sales of
securities are determined by comparing the identified cost of the security lot
sold with the net sales proceeds.

     DISTRIBUTIONS TO SHAREHOLDERS -- Distributions from net investment income
are declared and paid twice annually. Any net realized capital gains are
declared and distributed to shareholders at least annually.

     Differences between undistributed net investment income or accumulated net
capital gains for financial reporting and tax purposes, if permanent, are
required to be reclassified to/from paid in capital.

     FEDERAL INCOME TAXES -- It is the intention of the Fund to continue to
qualify as a regulated investment company for Federal income tax purposes and
distribute all of its taxable income and net capital gains. Accordingly, no
provision for Federal income taxes is required.

     FOREIGN  CURRENCY  TRANSLATION -- The books and records of the Fund are
maintained in U.S.  dollars.  Foreign  currency amounts are translated into 
U.S. dollars on the following basis:

     (I) market value of investment securities, assets and liabilities at the
         current rate of exchange; and

     (II) purchases and sales of investment securities, income and expenses at
          the relevant rates of exchange prevailing on the respective dates of
          such transactions.

     The Fund does not isolate that portion of gains and losses on investment
securities which is due to changes in the foreign exchange rates from that which
is due to changes in market prices of such securities.

     The Fund reports certain foreign currency related transactions as
components of realized and unrealized gains for financial reporting purposes,
whereas such components are treated as ordinary income for Federal income tax
purposes.


                                       8

<PAGE>

                       THE COMPASS CAPITAL GROUP OF FUNDS
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                JANUARY 31, 1996

     FORWARD FOREIGN CURRENCY CONTRACTS -- The Fund enters into forward foreign
currency contracts as a hedge against either specific transactions or portfolio
positions. These contracts are adjusted by the daily exchange rate of the
underlying currency and any gains or losses are recorded as unrealized until the
contract settlement date. Such contracts, which protect the value of the Fund's
investment securities against a decline in the value of currency, do not
eliminate fluctuations in the underlying prices of the securities. They simply
establish an exchange rate at a future date. Also, although such contracts tend
to minimize the risk of loss due to a decline in the value of a hedged currency,
at the same time they tend to limit any potential gain that might be realized
should the value of such foreign currency increase. Risks may arise upon
entering into these contracts from the potential inability of counterparties 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 aggregate principal amounts of the contracts are not recorded as the
Fund intends to settle the contracts prior to delivery. Under the terms of
foreign currency contracts open at January 31, 1996, the Fund is obligated to
deliver or receive currency in exchange for U.S. dollars as indicated below:

<TABLE>
<CAPTION>
                                                                                                           UNREALIZED
                                                                                          VALUE AT          FOREIGN
   SETTLEMENT                          CURRENCY                          CONTRACT        JANUARY 31,        EXCHANGE
      DATE                              BOUGHT                            AMOUNT            1996           GAIN/(LOSS)
   ----------       ------------------------------------------        -----------        -----------       ----------
   <S>              <C>                            <C>                <C>                <C>                <C>       
    2/28/96         Spanish Peseta                 268,000,000        $ 2,136,042        $ 2,132,093        $  (3,949)
    2/29/96         Danish Kroner                    9,800,000          1,750,870          1,703,368          (47,502)
    2/29/96         Italian Lira                   900,000,000            560,636            560,636                0
    4/12/96         Canadian Dollar                  1,800,000          1,313,600          1,310,044           (3,556)
    4/16/96         Japanese Yen                   238,000,000          2,270,962          2,246,654          (24,308)
    4/19/96         French Franc                    12,300,000          2,498,984          2,411,588          (87,396)
    4/19/96         Swedish Krona                    2,600,000            370,909            370,909                0
                                                                      -----------        -----------        ---------
                                                                      $10,902,003        $10,735,292        $(166,711)
                                                                      ===========        ===========        =========
</TABLE>

<TABLE>
<CAPTION>
                                                                                                           UNREALIZED
                                                                                          VALUE AT          FOREIGN
   SETTLEMENT                          CURRENCY                          CONTRACT        JANUARY 31,        EXCHANGE
      DATE                               SOLD                             AMOUNT            1996           GAIN/(LOSS)
   ----------       ------------------------------------------        -----------        -----------       ----------
   <S>              <C>                          <C>                  <C>                <C>               <C>       
    2/28/96         Spanish Peseta                 625,000,000        $ 5,077,133        $ 4,973,128       $  104,005
    2/29/96         Danish Kroner                   26,000,000          4,758,419          4,519,617          238,802
    2/29/96         Italian Lira                 4,500,000,000          2,793,955          2,820,733          (26,778)
     4/9/96         Italian Lira                 3,100,000,000          1,940,046          1,934,103            5,943
    4/12/96         Canadian Dollar                  3,650,000          2,678,309          2,656,477           21,832
    4/16/96         Japanese Yen                   826,000,000          7,949,952          7,800,842          149,110
    4/17/96         Danish Kroner                    7,800,000          1,401,743          1,357,899           43,844
    4/19/96         German Mark                     16,900,000         11,775,967         11,400,224          375,743
    4/19/96         French Franc                    21,400,000          4,369,130          4,195,772          173,358
    4/19/96         British Pound Sterling           1,160,000          1,798,000          1,748,676           49,324
    4/19/96         Swedish Krona                   14,000,000          2,104,472          2,005,568           98,904
    4/26/96         Italian Lira                 2,280,000,000          1,415,534          1,419,641           (4,107)
                                                                      -----------        -----------       ----------
                                                                      $48,062,660        $46,832,680       $1,229,980
                                                                      ===========        ===========       ==========
</TABLE>


                                       9

<PAGE>

                       THE COMPASS CAPITAL GROUP OF FUNDS
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                JANUARY 31, 1996

3. PURCHASES AND SALES OF SECURITIES:

     Purchases and sales of securities (excluding short-term and U.S. Government
securities) for the period March 1, 1995 through January 31, 1996, were
$64,791,748 and $67,474,687, respectively.


4. RELATED PARTY TRANSACTIONS:

     PFPC Inc. and Compass Distributors, Inc. (the "Administrators") serve the
Fund as Administrators. Under the terms of the administration agreement between
the Group and the Administrators, the Administrators earn an annual fee of .18%
of the daily net assets of the Fund. SEI Financial Services Company (the
"Distributor") serves the Fund as Distributor pursuant to a distribution
agreement between the Group and the Distributor. The Distributor receives no fee
for its services. Prior to January 13, 1996, SEI served as Administrator to the
Fund at an annual fee of .18% of the daily net assets of the Fund.

     Investment advisory services are provided to the Fund by PNC Asset
Management Group, Inc. ("PAMG"). Under the terms of the investment advisory
agreement, PAMG is entitled to receive advisory fees at the annual rate of .80%
of the Fund's average daily net assets. Prior to January 13, 1996, Midlantic
Corporation served as Investment Adviser to the Fund at the same annual rate.

     Morgan Grenfell Investment Services Limited serves as subadviser for the
Fund, pursuant to a subadvisory agreement with PAMG.


5. CAPITAL SHARES

     Transactions in capital shares for each period were as follows:

<TABLE>
<CAPTION>
                                                              FOR THE PERIOD                   FOR THE YEAR ENDED
                                                          3/1/95 THROUGH 1/31/96                     2/28/95
                                                       ------------------------------       -------------------------
                                                         SHARES              VALUE           SHARES          VALUE
                                                       ----------        ------------       --------      -----------
<S>                                                       <C>            <C>                 <C>          <C>        
Shares sold:                                              315,538        $  3,593,223        717,000      $ 7,437,000
Shares issued in reinvestment
   of dividends:                                          140,790           1,586,753        122,000        1,240,000
Shares redeemed:                                       (1,495,630)        (17,160,728)      (861,000)      (8,979,000)
                                                       ----------        ------------       --------      -----------
Net decrease                                           (1,039,302)       $(11,980,752)       (22,000)     $  (301,000)
                                                       ==========        ============       ========      ===========
</TABLE>



                                       10

<PAGE>

                       THE COMPASS CAPITAL GROUP OF FUNDS
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                JANUARY 31, 1996


6. RECENT AND SUBSEQUENT EVENTS:

     On July 10, 1995, Midlantic Corporation, the parent corporation of the
former investment adviser of the Group, entered into a merger agreement with PNC
Bank Corp. As a result, the Trustees of the Group called a special meeting of
the shareholders to vote on an asset purchase agreement which provided for (A)
the transfer of all of the assets and liabilities of the Fund to a corresponding
portfolio of Compass Capital Funds (formerly, "The PNC Fund") (the "Compass
Transaction") and (B) the approval of interim investment advisory and
sub-advisory agreements for the Fund if the merger of Midlantic Corporation and
PNC Bank Corp. occurred before the closing of the Compass Transaction. At a
special meeting of shareholders held on December 11, 1995, the shareholders of
the Fund voted to approve this proposal. Pursuant to the asset purchase
agreement, on February 13, 1996 all of the assets and liabilities of the Fund
were transferred to the International Bond Portfolio (the "Portfolio") of
Compass Capital Funds in exchange for Service Shares of the Portfolio, and the
Portfolio assumed the prior operating history of the Fund. Compass Distributors,
Inc. is the new distributor of the Fund as of February 13, 1996.




                                       11

<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS



TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF THE COMPASS CAPITAL GROUP OF FUNDS:

We have audited the accompanying statement of assets and liabilities, including
the schedule of investments of The International Fixed Income Fund of The
Compass Capital Group of Funds, as of January 31, 1996, and the related
statement of operations for the period from March 1, 1995 to January 31, 1996,
the statements of changes in net assets for the period from March 1, 1995 to
January 31, 1996 and for the year ended February 28, 1995, and the financial
highlights for each of the periods presented. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of investments held by the
custodian as of January 31, 1996. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of The
International Fixed Income Fund of The Compass Capital Group of Funds, as of
January 31, 1996 and the results of their operations for the period from March
1, 1995 to January 31, 1996, the changes in their net assets for the period from
March 1, 1995 to January 31, 1996 and for the year ended February 28, 1995, and
the financial highlights for each of the periods presented, in conformity with
generally accepted accounting principles.


COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
March 15, 1996



                                       12

<PAGE>

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COMPASS FUNDS(REGISTRATION MARK)

Investment Adviser
   PNC Asset Management Group
   Philadelphia, PA

Sub-Adviser
   Morgan Grenfell Investment Services Ltd.
   London
   United Kingdom

Administrators
   PFPC Inc.
   Wilmington, DE 19809
   Compass Distributors, Inc.
   Radnor, PA 19087

Distributor
   SEI Financial Services Company
   Wayne, Pennsylvania 19087

Legal Counsel
   Morgan, Lewis & Bockius
   Philadelphia, Pennsylvania 19103

Auditors
   Coopers & Lybrand L.L.P.
   Philadelphia, Pennsylvania 19103
















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