STRATUS FUND INC
N-30D, 1999-08-20
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                               STRATUS FUND, INC.



                                     GROWTH

                              GOVERNMENT SECURITIES

                              CAPITAL APPRECIATION

                          INTERMEDIATE GOVERNMENT BOND

                                 INTERNATIONAL



                                  ANNUAL REPORT
                                  JUNE 30, 1999



Stratus Fund, Inc.

Dear Fellow Shareholders:

The economy  continues to perform at a very high level with above average growth
and low inflation. Gross Domestic Product has recorded above average growth with
considerable  variability from quarter to quarter. 1999's first quarter GDP rose
at a 4.3% pace while second quarter growth slowed to 2.3%.  Responsible  for the
slowing has been the draw down of  inventories  built during the first  quarter.
Consumer  fundamentals remain very strong and the industrial side of the economy
is doing  better.  International  economies  are showing  signs of bottoming out
particularly  those  that were hurt by the Asian  contagion.  Domestic  economic
growth  could be around the 3% level in the second  half of 1999.  Planning  and
fears regarding Y2K could affect economic growth short term.

The positive  economic climate has helped the stock market to perform  favorably
through the first half of 1999. Big cap stocks performed better during the first
quarter, while leadership broadened during the second quarter with value stocks,
and small cap stocks doing significantly better.  International stocks saw mixed
performance.  In contrast to last year,  Europe  lagged  while Asia bounced back
from the effects of the Asian contagion.

During the second quarter,  the Dow Jones Industrial Index  established a series
of new highs as money  continued to pour into equity mutual funds.  The high for
the first  half of 1999 came on May 13th when the DJIA  closed at  11,107.  This
index stood at 10,970 on June 30, 1999.

The two bond funds, managed by Stratus,  performed in line with other bond funds
with the same investment objective as higher interest rates reduced returns. The
Stratus Government  Securities Portfolio achieved a total rate of return of 1.4%
this past fiscal year, while the Stratus Intermediate  Government Bond Portfolio
appreciated  4.0%.  For  comparison  purposes,  the Merrill Lynch U. S. Treasury
Intermediate Term Index returned 2.4% during the recently completed fiscal year.

The strategy  employed by the  Intermediate  Government Bond Portfolio is to buy
only U. S.  Government  Obligations  or money  market  instruments  that  invest
exclusively in U. S. Treasury Obligations.  As a normal operating practice,  the
Intermediate  Government  Bond  Portfolio  invests  in  a  1-5  year  ladder  of
maturities.

The strategy for the Government  Securities  Portfolio is  essentially  the same
regarding  the use of high  quality  government  securities.  It differs in that
bonds as long as ten years may be used and the average  maturity will  generally
be greater.  Corporate bonds of trust quality may also be used. Emphasis will be
on a total return as opposed to income  generation and the average maturity will
vary with existing and anticipated interest rates.
                                       1
<PAGE>

The Stratus Growth fund completed a successful fiscal year which also ended June
30, 1999. With investors favoring large cap stocks most of the year, the Stratus
Growth  Portfolio  provided  a total  return of 16.3% for the fiscal  year.  The
strategy  employed in this fund is to invest  primarily in large  capitalization
stocks with an emphasis on growth  companies.  The over  weighting in technology
helped  performance  considerably as technology stocks were in favor most of the
year. Although the Growth fund did not match the performance of the S & P Index,
it did better  than the  majority of funds in its  category.  In the Wall Street
Journal's Mutual Funds Report for the second quarter of 1999, the Stratus Growth
fund earned an A ranking for one year performance  versus comparable funds. Even
more importantly an A ranking for 3 years and 5 years was earned for the Stratus
Growth Portfolio.

The  Capital  Appreciation   Portfolio,   which  invests  primarily  in  smaller
capitalization  stocks,  returned  (8.8%) for the year ended June 30, 1999. From
July   1998  to  March   1999,   smaller   stocks   continued   their   relative
underperformance  as the market  remained  concentrated  on the stocks of larger
companies for much of the fiscal year. In the second quarter of 1999, the market
did begin to broaden  its focus to include  many  secondary  issues  which would
generally  prove  beneficial  for  smaller  companies  and the  Portfolio.  Fund
performance  relative  to the  Russell  2000,  up 1.4%  for the  year,  was also
impacted  by the  Fund's  substantial  underweighting  in  speculative  Internet
stocks,  which fueled much of the Russell's  rise in the first half of 1999. The
return on the S&P Small Cap Index was -2.3% for the same time period.

The Stratus International Portfolio, launched October, 1996, ran into head winds
caused by the  problems in Asia.  During the past year,  it has posted  gains of
1.4%. The stabilization of the world economy leaves us more optimistic regarding
better returns going forward. This fund is being sub-advised by Murray Johnstone
International head quartered in Glasgow, Scotland.

We value highly your  continued  relationship  with the Stratus Family of Mutual
Funds and the  confidence  placed  in us.  We would  welcome  any  questions  or
comments you may have.

July 30, 1999
                                       2

<PAGE>

GROWTH INSTITUTIONAL PORTFOLIO

[GRAPHIC OMITTED]

             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
              GROWTH INSTITUTIONAL PORTFOLIO AND THE S&P 500 INDEX

AVG. ANNUAL RETURN                                  06/30/99 VALUE
- -----------------                      ---------------------------
1 YEAR      16.34%                     GROWTH INSTITUTIONAL $27,840.61
5 YEAR      22.72%                     S&P 500              $33,712.99
INCEPTION   19.57%


- --------------------------------------------------------------------------------

GROWTH RETAIL PORTFOLIO

 GRAPHIC OMITTED]

             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                  GROWTH RETAIL PORTFOLIO AND THE S&P 500 INDEX

   RETURN *                                     06/30/99 VALUE
- -----------------                      ---------------------------
1 YEAR      16.09%                     GROWTH  RETAIL       $12,959.11
5 YEAR                                 S&P 500              $14,467.74
INCEPTION   22.96%


- --------------------------------------------------------------------------------


Results for the Retail Shares reflect  payment of a maximum sales charge of 4.5%
 on the $10,000  investment with dividends and capital gains reinvested.
Average  annual  return does not include  payment of a sales  charge and assumes
 reinvestment of dividends and capital gains.
Past performance is not predictive of future performance.
Growth Portfolio Institutional Shares for the period October 8, 1993 (inception)
 through June 30, 1999
Growth  Portfolio  Retail  Shares  for the period  January  7, 1998  (inception)
 through June 30, 1999

                                      3
<PAGE>

GOVERNMENT SECURITIES INSTITUTIONAL PORTFOLIO

  [GRAPHIC OMITTED]

             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
              GOVERNMENT SECURITIES INSTITUTIONAL PORTFOLIO AND THE
                  MERRILL LYNCH U.S. TREASURY INTER-TERM INDEX

AVG. ANNUAL RETURN                                  06/30/99 VALUE
- ------------------            -------------------------------------
1 YEAR      4.32%            GOVERNMENT SECURITIES INSTITUTIONAL  $12,954.76
5 YEAR      6.05%            MERRILL LYNCH U.S. TREASURY
INCEPTION   4.62%            INTER-TERM BOND                      $13,299.82


- --------------------------------------------------------------------------------

GOVERNMENT SECURITIES RETAIL PORTFOLIO

  [GRAPHIC OMITTED]

             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                 GOVERNMENT SECURITIES RETAIL PORTFOLIO AND THE
                  MERRILL LYNCH U.S. TREASURY INTER-TERM INDEX

   RETURN *                                 06/30/99 VALUE
- ------------------            -------------------------------------
1 YEAR      3.96%            GOVERNMENT SECURITIES RETAIL           $10,243.81
5 YEAR                       MERRILL LYNCH U.S. TREASURY
INCEPTION   3.81%            INTER-TERM BOND                        $10,592.28



Results for the Retail  Shares  reflect  payment of a  maximum  sales  charge of
  3% on the $10,000 investment with dividends and capital gains reinvested.
Average  annual return does  not  include  payment of a sales charge and assumes
reinvestment of dividends and capital gains.
Past performance is not predictive of future performance.
Government Securities Portfolio Institutional Shares for the period
        October 8, 1993 (inception) through June 30, 1999.
Government Securities Portfolio Retail Shares for the period
        January 13, 1998 (inception) through June 30, 1999.

                                       4
<PAGE>

CAPITAL APPRECIATION INSTITUTIONAL PORTFOLIO

  [GRAPHIC OMITTED]

             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
       CAPITAL APPRECIATION INSTITUTIONAL PORTFOLIO AND THE RUSSELL 2000

AVG. ANNUAL RETURN                           06/30/99 VALUE
- ------------------                 ------------------------------------
1 YEAR      -8.79%
5 YEAR      12.16%              CAPITAL APPRECIATION INSTITUTIONAL  $15,889.71
INCEPTION    7.40%              RUSSELL 2000                        $22,811.68


- --------------------------------------------------------------------------------
CAPITAL APPRECIATION RETAIL PORTFOLIO

  [GRAPHIC OMITTED]

             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
           CAPITAL APPRECIATION RETAIL PORTFOLIO AND THE RUSSELL 2000

 RETURN *                                     06/30/99 VALUE
- ------------------                 ------------------------------------
1 YEAR      -9.07%
5 YEAR                          CAPITAL APPRECIATION RETAIL          $9,459.85
INCEPTION    -.64%              RUSSELL 2000                        $10,679.77



Results for Retail  Shares  reflect  payment of a maximum sales charge of 4.5%
  on the $10,000 investment with dividends and capital gains reinvested.
Average  annual return does not include  payment of a sales charge and assumes
reinvestment of dividends and capital gains.
Past performance is not predictive of future performance.
Capital Appreciation Portfolio Institutional Shares for the period
        January 4, 1993 (inception) through June 30, 1999.
Capital Appreciation Portfolio Retail Shares for the period
        January 7, 1998 (inception) through June 30, 1999.

                                       5
<PAGE>

INTERMEDIATE GOVERNMENT BOND INSTITUTIONAL PORTFOLIO

  [GRAPHIC OMITTED]

             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
          INTERMEDIATE GOVERNMENT BOND INSTITUTIONAL PORTFOLIO AND THE
                  MERRILL LYNCH U.S. TREASURY INTER-TERM INDEX


AVG. ANNUAL RETURN                            06/30/99 VALUE
- ------------------            ------------------------------------------
1 YEAR       3.96%            INTERMEDIATE GOVERNMENT BOND INSTIT.   $15,785.38
5 YEAR       5.55%             MERRILL LYNCH U.S. TREASURY
INCEPTION    5.77%            INTER-TERM BOND                        $17,075.10

- --------------------------------------------------------------------------------

INTERMEDIATE GOVERNMENT BOND RETAIL PORTFOLIO

  [GRAPHIC OMITTED]

             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
              INTERMEDIATE GOVERNMENT BOND RETAIL PORTFOLIO AND THE
                  MERRILL LYNCH U.S. TREASURY INTER-TERM INDEX


 RETURN  *                              06/30/99 VALUE
- ------------------            ------------------------------------------
1 YEAR       3.73%            INTERMEDIATE GOVERNMENT BOND RETAIL    $10,232.07
5 YEAR                        MERRILL LYNCH U.S. TREASURY
INCEPTION    3.83%            INTER-TERM BOND                        $10,592.28


Results for Retail Shares  reflect  payment of a maximum sales charge of 3% on
  the $10,000 investment with dividends and capital gains reinvested.
Average  annual return does not include  payment of a sales charge and assumes
reinvestment of  dividends and capital gains.
Past performance is not predictive of future performance.
Intermediate Government Bond Portfolio Institutional Shares for the period
        May 15, 1991 (inception) through June 30, 1999.
Intermediate Government Bond Portfolio Retail Shares for the period
        January 27, 1998 (inception) through June 30, 1999.

                                       6
<PAGE>

INTERNATIONAL INSTITUTIONAL PORTFOLIO

  [GRAPHIC OMITTED]

             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
   INTERNATIONAL INSTITUTIONAL PORTFOLIO AND THE MORGAN STANLEY INTERNATIONAL


AVG. ANNUAL RETURN                        06/30/99 VALUE
- ------------------            ------------------------------------------
1 YEAR        1.40%           INTERNATIONAL INSTITUTIONAL PORTFOLIO $12,239.59
5 YEAR                        MORGAN STANLEY INTERNATIONAL          $12,449.63
INCEPTION     7.64%


- --------------------------------------------------------------------------------
INTERNATIONAL RETAIL PORTFOLIO

  [GRAPHIC OMITTED]

             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
       INTERNATIONAL RETAIL PORTFOLIO AND THE MORGAN STANLEY INTERNATIONAL


    RETURN*                             06/30/99 VALUE
- ------------------            ------------------------------------------
1 YEAR        1.07%           INTERNATIONAL RETAIL PORTFOLIO        $10,992.70
5 YEAR                        MORGAN STANLEY INTERNATIONAL          $12,273.53
INCEPTION    10.00%


Results for Retail  Shares  reflect  payment of a maximum sales charge of 4.5%
  on the $10,000  investment  with  dividends  and capital gains  reinvested.
Average annual  return  does  not  include   payment  of  a  sales  charge  and
assumes reinvestment of dividends and capital gains.
Past performance is not predictive of future  performance.
International  Portfolio  Institutional  Shares for the period  October  1, 1996
     (inception)  through  June  30,  1999.
International Portfolio Retail Shares for the period January 7, 1998 (inception)
     through June 30, 1999.

                                       7
<PAGE>

                             INDEPENDENT AUDITORS' REPORT

The Shareholders and Board of Directors of
Stratus Fund, Inc.


We have audited the accompanying statements of assets and liabilities, including
the schedule of investments, of Stratus Fund, Inc. (comprising, respectively, of
the Growth, Government Securities, Capital Appreciation, Intermediate Government
Bond, and International  Portfolios) as of June 30, 1999, the related statements
of operations  for the year then ended,  the statements of changes in net assets
for each of the two years in the period then ended, and the financial highlights
for each of the four years in the period then ended. 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. The financial highlights for the year
ended June 30, 1995 for the Growth, Government Securities, Capital Appreciation,
and Intermediate Government Bond Portfolios were audited by other auditors whose
report,  dated July 21, 1995, expressed an unqualified opinion on such financial
highlights.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned as of June
30, 1999,  by  correspondence  with the  custodian  and  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 audits  provide a  reasonable  basis for our
opinion.

In our opinion,  such financial  statements and financial highlights referred to
above present fairly, in all material  respects,  the financial position of each
of the  respective  portfolios  constituting  Stratus Fund,  Inc. as of June 30,
1999, the results of their  operations  for the year then ended,  the changes in
their net assets for each of the two years in the period then  ended,  and their
financial  highlights  for each of the four years in the period then  ended,  in
conformity with generally accepted accounting principles.



DELOITTE & TOUCHE LLP



Lincoln, Nebraska
July 23, 1999

                                       8
<PAGE>

                               STRATUS FUND, INC.
                             Schedule of Investments
                                 June 30, 1999

                                GROWTH PORTFOLIO

                                                     Percent
                                                      of Net           Market
Shares                 Common Stock - 95.64%          Assets            Value
- ------                 ---------------------          ------            -----

          Aerospace/Defense
          -------------------                          1.90%
20,000    Alliedsignal, Inc.                                       $1,260,000

          Building Materials/Construction              0.97%
          -------------------------------
10,000    Home Depot, Inc.                                            644,375

          Chemicals                                    2.95%
          ---------
20,000    Air Products & Chemicals Inc.                               805,000
25,000    Great Lakes Chemical Corp.                                1,151,562
                                                                    ---------
                                                                    1,956,562

          Computer Related                             9.42%
          ----------------
 7,000    America Online, Inc.*                                       773,500
14,000    Cisco Systems, Inc.*                                        903,000
20,000    International Business Machine Corp.                      2,585,000
22,000    Microsoft Corp.*                                          1,984,125
                                                                    ---------
                                                                    6,245,625

          Electronics                                  5.83%
          -----------
25,000    Intel Corp.                                               1,487,500
 9,200    Phillips Electric                                           928,050
10,000    Texas Instruments, Inc.                                   1,450,000
                                                                    ---------
                                                                    3,865,550

          Entertainment/Leisure                        2.56%
          ---------------------
35,000    Carnival Corp. Class A                                    1,697,500

          Financial Services                           8.21%
          ------------------
25,000    Bank of America Corp.                                     1,832,813
18,000    Finova Group, Inc.                                          947,250
14,000    Bank One Corp.                                              833,875
40,000    SLM Holding Corp.                                         1,832,500
                                                                    ---------
                                                                    5,446,438

                                       9
<PAGE>

                        STRATUS FUND, INC.
                Schedule of Investments (Continued)
                         GROWTH PORTFOLIO

                                                     Percent
                                                      of Net           Market
Shares                                                Assets            Value
- -------                                              ---------        ---------
          Food/Beverage/Tobacco                        1.11%
          ---------------------
40,000    International Home Foods, Inc.*                            $737,500

          Industrial Services                          1.97%
          -------------------
30,000    Ecolab, Inc.                                              1,308,750

          Insurance                                    5.81%
          ---------
22,000    American General Corp.                                    1,658,250
25,000    Allstate Corp.                                              896,875
20,000    MBIA, Inc.                                                1,295,000
                                                                    ---------
                                                                    3,850,125

          Machine/Tools                                1.06%
          -------------
20,000    Dover Corp.                                                 700,000

          Manufacturing                                4.02%
          -------------
11,000    General Electric Co.                                      1,243,000
15,000    Tyco International Ltd.                                   1,421,250
                                                                    ---------
                                                                    2,664,250

          Medical Supplies/Service                     4.74%
          ------------------------
21,000    Baxter International, Inc.                                1,273,125
18,000    Cardinal Health, Inc.                                     1,154,250
 9,000    Visx, Inc.*                                                 712,687
                                                                      -------
                                                                    3,140,062

          Metals/Mining                                1.87%
          -------------
20,000    Alcoa, Inc.                                               1,237,500

          Oil Company- Integrated                      4.10%
          -----------------------
15,000    Mobil Corp.                                               1,485,000
16,000    Exxon Corp.                                               1,234,000
                                                                    ---------
                                                                    2,719,000
                                       10
<PAGE>


                               STRATUS FUND, INC.
                       Schedule of Investments (Continued)
                                GROWTH PORTFOLIO

                                                     Percent
                                                      of Net           Market
Shares                                                Assets            Value
- -------                                              ---------        ---------
          Office/Business                              3.18%
          ---------------
19,000    Pitney-Bowes, Inc.                                       $1,220,750
15,000    Xerox Corp.                                                 885,938
                                                                      -------
                                                                    2,106,688

          Pharmaceutical/Medical                       6.52%
          ----------------------
20,000    Bristol-Myers Squibb, Co.                                 1,408,750
20,000    Eli Lilly, Co.                                            1,432,500
20,000    Merck & Company, Inc.                                     1,480,000
                                                                    ---------
                                                                    4,321,250

          Publishing/Printing                          2.48%
          -------------------
23,000    Gannett Co., Inc.                                         1,641,625

          Retail Store/Apparel                         8.19%
          --------------------
17,000    Ross Stores, Inc.                                           856,375
11,000    Circuit City Stores-Circuit City Group                    1,023,000
16,000    Costco Companies, Inc.*                                   1,281,000
30,000    CVS Corp.                                                 1,533,750
10,000    Tommy Hilfiger Corp.*                                       735,000
                                                                      -------
                                                                    5,429,125

          Telecommunications                           6.95%
          ------------------
14,000    Nortel Networks Corp.                                     1,215,375
20,000    Qwest Communications International, Inc.*                   661,250
 6,000    Vodaphone Airtouch PLC                                    1,182,000
18,000    MCI Worldcom, Inc.*                                       1,552,500
                                                                    ---------
                                                                    4,611,125

          Telecommunications Equipment                 5.06%
          ----------------------------
21,000    Nokia Corp.                                               1,922,813
10,000    Qualcomm, Inc.                                            1,435,000
                                                                    ---------
                                                                    3,357,813

                                       11
<PAGE>

                        STRATUS FUND, INC.
                Schedule of Investments (Continued)
                         GROWTH PORTFOLIO

                                                    Percent
                                                     of Net           Market
Shares                                               Assets            Value
- -------                                            ---------        ---------
          Transportation                              4.65%
          --------------
15,000    Delta Air Lines Inc.                                      $864,375
18,000    FDX Corp.*                                                 976,500
40,000    Southwest Airlines Co.                                   1,245,000
                                                                   ---------
                                                                   3,085,875

          Utilities-Electric                          2.09%
          ------------------
40,000    MidAmerican Energy Holdings Co.*                         1,385,000
                                                                   ---------


          Total investment in securities
           (cost $48,138,385)                         95.64%      $63,411,738
          Cash equivalents                             6.08%        4,032,736
          Other assets, less liabilities              (1.72%)      (1,140,543)
                                                      -------      -----------
          TOTAL NET ASSETS                           100.00%      $66,303,931
                                                     =======      ===========

* Indicates non-income producing security.

                                       12
<PAGE>
                                  STRATUS FUND, INC.
                             Schedule of Investments
                                 June 30, 1999

                         GOVERNMENT SECURITIES PORTFOLIO

                                                            Percent
                                                             of Net     Market
  Principal                                                  Assets      Value
     Amount     U.S. Government Securities
- ------------    ----------------------------                -------     --------
                                                             89.30%
 $2,000,000     Federal Home Loan Bond 6.06% due 10/15/02             $1,989,996
  2,000,000     Federal Home Loan Bond 5.80% due 8/24/01               1,992,112
  1,000,000     Federal National Mtg. Assn. 6.20%  due 6/6/00          1,006,140
  2,000,000     Federal National Mtg. Assn. 6.35%  due 6/10/05         2,009,000
  1,000,000     Federal National Mtg. Assn. 5.10%  due 11/29/00          992,263
  3,000,000     U.S. Treasury Note 6.50% due 5/31/01                   3,051,094
  2,000,000     U.S. Treasury Bond 6.625% due 3/31/02                  2,049,062
  1,200,000     U.S. Treasury Bond 6.375% due 7/15/99                  1,200,937
  3,000,000     U.S. Treasury Bond 6.375% due 1/15/00                  3,019,219
  3,000,000     U.S. Treasury Bond 5.75% due 8/15/03                   3,000,469
  1,000,000     U.S. Treasury Bond 7.75% due 11/30/99                  1,011,250
  3,000,000     U.S. Treasury Bond 5.75% due 10/31/00                  3,011,719
  2,000,000     U.S. Treasury Bond 5.50% due 12/31/00                  2,000,625
                                                                       ---------
                                                                      26,333,886

                Corporate Bonds                             8.46%
                ---------------
  1,500,000     Wachovia 6.70% due 6/21/04                             1,510,077
  1,000,000     Xerox Europe 5.75% due 5/15/02                           983,689
                                                                         -------
                                                                       2,493,766

                Total investment in securities
                 (cost $28,632,520)                        97.76%    $28,827,652
                Cash equivalents                           0.72%         210,004
                Other assets, less liabilities             1.52%         450,850
                                                           -----         -------
                TOTAL NET ASSETS                         100.00%     $29,488,506
                                                         =======     ===========



                                       13

<PAGE>
                               STRATUS FUND, INC.
                             Schedule of Investments
                                 June 30, 1999

                        CAPITAL APPRECIATION PORTFOLIO

                                                      Percent
                                                       of Net          Market
Shares                COMMON STOCK - 95.82%            Assets           Value
- ------                ---------------------            ------           -----

          Aerospace/Defense                             1.38%
          -----------------
 4,000    Primex Technologies, Inc.                                   $86,250

          Airlines                                      1.28%
          --------
 3,200    SkyWest, Inc.                                                79,800

          Building Residential/Commercial               1.45%
          -------------------------------
 2,400    Lone Star Industries, Inc.                                   90,150

          Commercial Services                           2.86%
          -------------------
11,000    Mail-Well, Inc.*                                            178,063

          Computer Related                             24.95%
          ----------------
 2,000    Autobytel.com, Inc.*                                         44,000
 3,500    Affiliated Computer, Inc.*                                  177,188
 9,000    Ciber, Inc.*                                                172,125
10,000    Dianon Systems, Inc.*                                       108,750
 5,000    Keane, Inc.*                                                113,125
 2,600    Micros Systems, Inc.*                                        88,400
 2,000    Mercury Interactive Corp.*                                   70,750
 3,000    Pomeroy Computer Resources*                                  41,813
 1,500    PSINet, Inc.*                                                65,625
 3,500    Sterling Software*                                           93,406
10,300    Symantec Corp.*                                             262,650
 5,000    Transaction Systems*                                        195,000
 4,000    Veritas DGC, Inc.*                                           73,250
 3,000    Wind River Systems, Inc.*                                    48,187
                                                                       ------
                                                                    1,554,269

          Cosmetics/Personal Care                       1.36%
          -----------------------
 6,000    Orthodontic Centers of America, Inc.*                        84,750

                                       14
<PAGE>

                              STRATUS FUND, INC.
                     Schedule of Investments (Continued)
                        CAPITAL APPRECIATION PORTFOLIO

                                                    Percent
                                                     of Net          Market
Shares                                               Assets           Value
- ------                                              -------          -------
          Electrical Equipment                        3.54%
          --------------------
 7,200    C & D Tech, Inc.                                         $220,500

          Electronics                                 2.90%
          -----------
 3,500    Technitrol, Inc.                                          112,875
 4,000    Varian Semiconductor                                       68,000
                                                                     ------
                                                                    180,875

          Educational Services                        2.62%
          --------------------
 6,000    Sylvan Learning Systems*                                  163,125

          Entertainment/Leisure                       2.02%
          ---------------------
 8,000    Vistana, Inc.*                                            126,000

          Financial Services                          3.06%
          ------------------
 2,000    Cullen/Frost Bankers, Inc.*                                55,125
 3,800    Oriental Financial Group                                   91,675
   500    SEI Investments, Co.                                       44,125
                                                                     ------
                                                                    190,925

          Food/Berverage/Tobacco                      3.08%
          ----------------------
 4,500    U.S. Foodservice*                                         191,812

          Food Processing                             2.22%
          ---------------
 4,600    Pilgrims Pride Corp.                                      138,000

          Household Products/Wares                    3.08%
          ------------------------
 2,250    Ethan Allen Interiors, Inc.                                84,937
 6,500    Shaw Industries, Inc.*                                    107,250
                                                                    -------
                                                                    192,187

          Human Resources                             1.32%
          ---------------
 4,000    Interim Services*                                          82,500


                                       15
<PAGE>

                              STRATUS FUND, INC.
                     Schedule of Investments (Continued)
                        CAPITAL APPRECIATION PORTFOLIO

                                                      Percent
                                                       of Net          Market
Shares                                                 Assets           Value
- ------                                                -------          -------
          Insurance                                     3.02%
          ---------
 4,600    First American Finance Corp.                                $82,225
 5,600    Fremont General Corp.                                       105,700
                                                                      -------
                                                                      187,925

          Manufacturing                                 4.86%
          -------------
 4,000    Kaydon Corp.                                                134,500
 3,000    USG Corp.                                                   168,000
                                                                      -------
                                                                      302,500

          Medical Supplies/Services                     2.88%
          -------------------------
 3,500    Biomatrix, Inc.*                                             75,688
 4,000    Renal Care Group, Inc.*                                     103,500
                                                                      -------
                                                                      179,188

          Oil Refining & Marketing                      1.28%
          ------------------------
 5,000    Tesoro Petroleum Corp.*                                      79,687

          Pharmaceutical/Medical                        7.54%
          ----------------------
 2,700    Advance Paradigm, Inc.*                                     164,700
 2,000    IDEC Pharmaceuticals Corp.*                                 154,125
 2,000    Jones Pharma, Inc.                                           78,750
 2,000    Millennium Pharmaceuticals, Inc. *                           72,000
                                                                       ------
                                                                      469,575

          Publishing/Printing                           2.00%
          -------------------
 3,900    Big Flower Holdings, Inc.*                                  124,313

          Real Estate                                   1.60%
          -----------
 4,000    CB Richard Ellis Services, Inc.*                             99,500

          Retail/Apparel                                3.98%
          --------------
 6,200    Zale Corp.*                                                 248,000

                                       16
<PAGE>

                              STRATUS FUND, INC.
                     Schedule of Investments (Continued)
                        CAPITAL APPRECIATION PORTFOLIO

                                                      Percent
                                                       of Net          Market
Shares                                                 Assets           Value
- -------                                                --------       --------
          Retail Store                                  3.86%
          ------------
 8,000    BJ's Wholesale Club*                                       $240,500

          Retirement/Aged Care                          2.46%
          --------------------
 4,400    Sunrise Assisted Living*                                    153,450

          Utilities-Electric                            5.22%
          ------------------
 6,000    MidAmerican Energy Holdings Co.*                            207,750
 4,500    Empire District Electric Co.                                117,281
                                                                      -------
                                                                      325,031

          Total investment in securities
            (cost $5,340,449)                          95.82%      $5,968,875
          Cash equivalents                              4.17%         259,830
          Other assets, less liabilities                0.01%             893
                                                        -----      ----------
          TOTAL NET ASSETS                            100.00%      $6,229,598
                                                      =======      ==========

*Indicates nonincome-producing security

                                       17
<PAGE>
                               STRATUS FUND, INC.
                             SCHEDULE OF INVESTMENTS
                                 June 30, 1999


                     INTERMEDIATE GOVERNMENT BOND PORTFOLIO

                                                             Percent
   Principal                                                  of Net     Market
      Amount   Government Agency Bonds                        Assets      Value
- ------------- --------------------------                    ---------   --------
    $500,000   U.S. Treasury Bond 6.25% due 1/31/02           92.38%   $507,500
     400,000   U.S. Treasury Bond 6.625% due 4/30/02                    410,250
     400,000   U.S. Treasury Bond 6.375% due 1/15/00                    402,563
     500,000   U.S. Treasury Bond 7.125% due 2/29/00                    506,406
     500,000   U.S. Treasury Bond 6.125% due 7/31/00                    503,672
     500,000   U.S. Treasury Bond 6.25% due 10/31/01                    507,109
                                                                        -------
                                                                      2,837,500

               Total investment in securities
                    (cost $2,803,025)                         92.38%  $2,837,500
               Cash equivalents                                5.81%     178,445
               Other assets, less liabilities                  1.81%      55,531
                                                               -----      ------
               TOTAL NET ASSETS                              100.00%  $3,071,476
                                                             =======  ==========




                                       18
<PAGE>
                               STRATUS FUND, INC.
                             Schedule of Investments
                                 June 30, 1999

                             INTERNATIONAL PORTFOLIO

                                                      Percent
                                                       of Net          Market
Shares               Common Stock - 101.27%            Assets           Value
- ------               ----------------------            ------           -----

         Auto/Truck/Parts                               8.74%
         ----------------
   950   Bridgestone Corp. ADR                                       $287,269
 4,300   Hino Motors Ltd. ADR*                                        202,502
 5,700   PSA Peugeot Citroen ADR                                      224,842
21,500   Volkswagon Ag ADR                                            277,464
                                                                      -------
                                                                      992,077

         Building Materials/Construction                0.84%
         -------------------------------
 3,000   Lafarge SA ADR                                                94,988

         Chemicals                                      1.22%
         ---------
 3,900   Quimica Minera Chili SA ADR                                  137,962

         Comercial Services                             2.38%
         ------------------
 1,300   Secom Limited ADR                                            270,663

         Computer Related                               3.40%
         ----------------
 1,000   Equant NV*                                                    94,125
 2,900   Fujitsu Limited ADR                                          291,710
                                                                      -------
                                                                      385,835

         Diversified Operations                         8.60%
         ----------------------
 7,919   Barlow Ltd. ADR                                               45,669
15,600   Vivendi Sp ADR                                               252,739
20,800   Kawasaki Industries Ltd. ADR                                 225,466
 8,800   Orkla ASA-ADR                                                136,937
 3,000   Telecom Italia ADR                                           315,563
                                                                      -------
                                                                      976,374

         Electronics                                    1.92%
         -----------
 1,100   Matsushita Electric Industry Co., Ltd. ADR                   218,144


                                       19
<PAGE>

                               STRATUS FUND, INC.
                       Schedule of Investments (Continued)
                             INTERNATIONAL PORTFOLIO

                                                      Percent
                                                       of Net          Market
Shares                                                 Assets           Value
- ------                                               -----------     ----------
         Financial Services                            21.22%
         ------------------
 6,000   Allied Irish Banks ADR                                     $163,500
 2,500   Barclays Plc ADR                                            298,750
10,485   Banco Frances Del Rio De La Plata S.A. ADR                  199,215
 4,000   Banque National Paris ADR                                   333,306
 3,900   Dresdner Bank ADR                                           151,627
 2,800   Deutsche Bank ADR                                           167,015
 8,000   Istituto Bancario San Paolo-IMI ADR*                        220,000
 3,050   National Australia Bank Ltd. ADR                            256,200
   700   National Westminster Bank                                    90,956
 7,000   Societe Generale ADR                                        246,741
 1,500   Sumitomo Bank ADR                                           186,019
 4,000   Uniao De Bancos S.A.                                         96,250
                                                                      ------
                                                                   2,409,579

         Food/Beverage/Tobacco                         2.58%
         ---------------------
11,000   Cadbury Schweppes ADR                                       292,875

         Holding Company                               0.98%
         ---------------
12,805   South Africa Brewing ADR                                    111,195

         Index Series                                  1.60%
         ------------
 4,600   Webs-Italy Index Series                                     112,988
 8,000   Webs-Singapore Index Series                                  69,000
                                                                      ------
                                                                     181,988

         Insurance                                     2.73%
         ---------
 3,596   Allied Zurich Plc ADR                                        89,843
 2,024   Aegon N.V. ADR                                              149,776
 5,500   Liberty Life Association of Africa ADR                       70,456
                                                                      ------
                                                                     310,075

         Machinery/Equipment                           1.32%
         -------------------
 1,000   Mannesmann Ag Spon ADR                                      149,534

         Manufacturing                                 1.85%
         -------------
14,200   Olympus Opitcal ADR                                         209,886

                                       20
<PAGE>

                               STRATUS FUND, INC.
                       Schedule of Investments (Continued)
                             INTERNATIONAL PORTFOLIO

                                                      Percent
                                                      of Net          Market
Shares                                                Assets           Value
- ------                                               -----------     ----------
         Medical Supplies/Services                     3.90%
         -------------------------
   700   Banyu Pharmacuetical Ltd. ADR                              $231,336
 1,000   Roche Holdings Ltd. ADR*                                    102,792
 1,650   Smithkline Beecham ADR                                      109,003
                                                                     -------
                                                                     443,131

         Oil-Field Services                            1.00%
         ------------------
 7,600   Petroleum Geo Services ADR*                                 113,050

         Oil Exploration/Production                    1.13%
         --------------------------
 2,000   Total SA Sponsor ADR                                        128,875

         Oil/Gas Drilling                              2.37%
         ----------------
 1,000   Eni Spa ADR                                                  60,000
 4,500   Shell Transport & Trading Company ADR                       208,687
                                                                     -------
                                                                     268,687
         Oil Company-Integrated                        1.61%
         ----------------------
11,900   Petrolio Brasileiro ADR                                     183,237

         Pharmaceutical/Medical                        2.96%
         ----------------------
 4,600   Novartis AG ADR                                             335,844

         Publishing/Printing                           5.69%
         -------------------
10,200   Elsevier NV Spon ADR                                        240,975
10,145   Vnu-Verenigde Nederlandse ADR                               405,410
                                                                     -------
                                                                     646,385

         Real Estate                                   3.16%
         -----------
20,800   City Developments Ltd. ADR                                  133,172
25,400   Chueng Kong Holdings Ltd. ADR                               225,890
                                                                     -------
                                                                     359,062

         Recreation                                    1.78%
         ----------
25,500   Hilton Group Plc ADR                                        202,383

         Retail Store
12,884   Cifra SA ADR                                  5.60%         247,106
 3,300   Ito-Yokado Co., Ltd. ADR                                    223,988
 5,000   Mauri Co. Ltd. ADR*                                         165,240
                                                                     -------
                                                                     636,334

                                       21
<PAGE>

                         STRATUS FUND, INC.
                 Schedule of Investments (Continued)
                       INTERNATIONAL PORTFOLIO

                                                     Percent
                                                      of Net          Market
Shares                                                Assets           Value
- ------                                               -----------     ----------
         Telecommunications                            9.48%
         ------------------
 1,400   British Tele Plc ADR                                       $239,750
 5,900   Cia de Telecommunications de Chile Sa ADR                   146,025
 4,600   Nippon Telegraph & Telephone ADR                            288,075
 3,600   Telecom Corporation of New Zealand                          125,775
 2,000   Portugal Telecom sa ADR                                      82,375
 3,000   Swisscom Spon ADR                                           115,125
   400   Vodaphone Airtouch PLC                                       78,800
                                                                      ------
                                                                   1,075,925

         Utlities-Electric                             1.82%
         -----------------
 5,900   Scottishpower Plc ADR                                       206,500

         Utlities/Telecommunications                   1.39%
         ---------------------------
 1,073   Telefonica de Espana ADR                                    157,865
                                                                     -------

         Total investment in securities
           (cost $10,639,134)                         101.27%     $11,498,453
         Cash equivalents                               2.23%         252,931
         Other assets, less liabilities                (3.50%)       (396,622)
                                                       -------       ---------
         TOTAL NET ASSETS                             100.00%     $11,354,762
                                                      =======     ===========

* Indicates non-income producing security.



                                       22
<PAGE>
<TABLE>
<CAPTION>

                               STRATUS FUND, INC.
                       Statement of Assets and Liabilities
                                 June 30, 1999



                                                                                Government       Capital
                                                                    Growth      Securities    Appreciation
Assets:                                                           Portfolio     Portfolio       Portfolio
                                                                 ------------- ------------- ----------------

<S>                                                               <C>           <C>               <C>
   Investments in securities, at market value
     (cost $48,138,385, $28,632,520 and $5,340,449)               $63,411,738   $28,827,652       $5,968,875
    Cash equivalents                                                4,032,736       210,004          259,830
    Accrued interest and dividends receivable                          86,502       423,601            3,539
    Receivable for securities sold                                  1,128,685                -        43,595
    Receivable for fund shares sold                                   17,781        55,048           27,109
                                                                      -------       -------          ------
        Total assets                                              68,677,442    29,516,305        6,302,948
                                                                  ===========   ===========       =========

Liabilities:
    Accrued expenses, including investment
      management and distribution expense payable to
      adviser, administrator and distributor (note 3)                  63,836        25,192           11,355
    Payable for securities purchased                                  235,875                -        59,061
    Commissions payable for fund shares sold                              104                -             6
    Payable for fund shares redeemed                               2,073,696         2,607            2,928
                                                                   ----------        ------           -----
        Total liabilities                                          2,373,511        27,799           73,350
                                                                   ----------       -------          ------
Net assets applicable to outstanding capital stock               $66,303,931   $29,488,506       $6,229,598
                                                                 ============  ============      ==========

Net assets are represented by:
    Capital stock outstanding, at par (note 5)                         $3,398        $3,012             $476
    Additional paid-in capital                                     43,461,463    29,724,995        6,496,572
    Accumulated undistributed net investment income (loss)                185           269          (34,432)
    Accumulated net realized gain/(loss) on investments             7,565,532      (434,902)        (861,444)
    Unrealized appreciation (note 4)                              15,273,353       195,132          628,426
                                                                  -----------      --------         -------
        Total net assets applicable to shares outstanding        $66,303,931   $29,488,506       $6,229,598
                                                                 ============  ============      ==========

Shares outstanding and net asset value per share
    Institutional Shares of Capital Stock Outstanding               3,331,458     2,995,214          457,708
    Net Asset Value and offering price per
      share - Institutional Shares                                     $19.51         $9.79           $13.08
                                                                       ======         =====           ======
    Retail Shares of Capital Stock Outstanding                         66,265        17,110           18,708
    Net Asset Value per share - Retail Shares                          $19.51         $9.79           $13.04
    Maximum sales charge (note 3)                                        0.92          0.30             0.61
                                                                         ----          ----             ----
    Maximum offering price to public                                   $20.43        $10.09           $13.65
                                                                       ======        ======           ======

    See accompanying notes to financial statements.
</TABLE>



                                       23
<PAGE>
<TABLE>
<CAPTION>

                               STRATUS FUND, INC.
                       Statement of Assets and Liabilities
                                 June 30, 1999


                                                           Intermediate
                                                            Government
                                                               Bond      International
Assets:                                                     Portfolio      Portfolio
                                                           ------------- --------------
<S>                                                           <C>          <C>
   Investments in securities, at market value
    (cost $2,803,025 and $10,639,134 respectively)           $2,837,500    $11,498,453
   Cash equivalents                                             178,445        252,931
   Accrued interest and dividends receivable                     59,713         33,160
   Receivable for fund shares sold                                 -             1,373
                                                            -----------    -----------
       Total assets                                          $3,075,658    $11,785,917
                                                            ===========    ===========

Liabilities:
   Accrued expenses, including investment
     management and distribution expense payable to
     adviser, administrator and distributor (note 3)              4,182         15,475
   Payable for commissions on shares sold                           -               25
   Payable for fund shares redeemed                                 -          415,655
                                                                 ------        -------
       Total liabilities                                          4,182        431,155
                                                                 ------        -------
Net assets applicable to outstanding capital stock           $3,071,476    $11,354,762
                                                            ===========    ===========

Net assets are represented by:
   Capital stock outstanding, at par (note 5)                      $293           $977
   Additional paid-in capital                                 3,152,357     10,011,481
   Accumulated undistributed net investment income                   23            152
   Accumulated net realized gain/(loss) on investments         (115,672)       482,833
   Unrealized appreciation (note 4)                              34,475        859,319
                                                                -------        -------
       Total net assets applicable to shares outstanding     $3,071,476    $11,354,762
                                                            ===========    ===========

Shares outstanding and net asset value per share
   Institutional Shares of Capital Stock Outstanding            291,243        962,434
   Net Asset Value per share - Institutional Shares              $10.50         $11.62
                                                                 ======         ======
   Retail Shares of Capital Stock Outstanding                     1,277         14,841
   Net Asset Value per share - Retail Shares                     $10.50         $11.62
   Maximum sales charge (note 3)                                   0.33           0.55
                                                                   ----           ----
   Maximum offering price to public                              $10.83         $12.17
                                                                 ======         ======


See accompanying notes to financial statements.
</TABLE>


                                       24
<PAGE>
<TABLE>
<CAPTION>

                               STRATUS FUND, INC.
                             Statement of Operations
                            Year Ended June 30, 1999


                                                                            Intermediate
                                                    Government  Capital     Government
                                         Growth     Securities Appreciation   Bond     International
                                        Portfolio   Portfolio  Portfolio    Portfolio  Portfolio
                                       ------------ ---------- -----------  ---------- -----------
<S>                                       <C>           <C>       <C>        <C>         <C>
Investment income:
   Dividends                              $651,645  $     -       $25,186   $    -       $201,506
   Interest                                200,263  1,780,176      18,716     212,144      13,508
                                          -------- ----------     -------    --------    -------
        Total investment income            851,908  1,780,176      43,902     212,144     215,014
                                          -------- ----------     -------    --------    --------

Expenses (note 3):
   Investment advisory fees                467,752    150,186      39,016      23,320     122,831
   Administration Fees                     155,739     75,276      17,467       8,994      26,690
   Distribution Expenses - Retail Class      3,079        507         734          80         464
   Accounting                                7,686      6,381       4,219       4,838       5,373
   Custodial fees                              -          -        11,886       3,807         -
   Securities Pricing                        5,079        -         4,361         -         7,037
   Other operating expenses                 20,622      8,365         898         645         978
                                           -------     ------        ----        ----      ------
       Total expenses                      659,957    240,715      78,581      41,684     163,372
                                          --------   --------     -------     -------     -------
        Net investment income (loss)       191,951  1,539,461     (34,679)    170,460      51,642
                                          ========  ==========    ========   ========      ======

Realized and unrealized gain (loss) on
   investments (note 4):
   Net realized gain (loss)              7,852,458      4,501    (860,212)        205     689,531
   Net unrealized appreciation
      (depreciation)
        Beginning of period             14,247,166    436,489     714,191      54,272   1,542,266
        End of period                   15,273,353    195,132     628,426      34,475     859,319
                                       -----------   --------    --------     -------    -------
          Net unrealized appreciation
            (depreciation)               1,026,187   (241,357)    (85,765)    (19,797)   (682,947)
                                         ---------   ---------    --------    --------   ---------
          Net realized and unrealized
          gain (loss)
            on investments               8,878,645   (236,856)   (945,977)    (19,592)      6,584
                                        ----------  ---------   ---------    --------      -----

Net increase (decrease) in net assets
   resulting from operations            $9,070,596 $1,302,605   ($980,656)   $150,868     $58,226
                                       =========== ==========  ==========    ========     =======

   See accompanying notes to financial statements.
</TABLE>


                                       25

<PAGE>
<TABLE>
<CAPTION>

                                    STRATUS FUND, INC.
                            Statement of Changes in Net Assets
                            Years Ended June 30, 1999 and 1998

                                                                          Government
                                                Growth                    Securities
                                              Portfolio                    Portfolio
                                     ---------------------------  --------------------------
                                     Year Ended    Year Ended      Year Ended    Year Ended
                                    June 30, 1999 June 30, 1998  June 30, 1999  June 30, 1998
                                     ------------- ------------ -------------- --------------

Operations:
<S>                                     <C>            <C>         <C>           <C>
   Net investment income                $191,951       $355,054    $1,539,461    $1,459,915
   Net realized gain on investments    7,852,458      8,100,736         4,501         3,634
   Unrealized appreciation
     (depreciatioN)                    1,026,187      2,638,991      (241,357)      453,367
                                     ------------  -------------  ------------  ------------
        Net increase in net assets
          resting from operations      9,070,596     11,094,781     1,302,605     1,916,916
                                     ------------  -------------  ------------  ------------

Distributions to shareholders from:
   Net investment income:
        Institutional Class              192,811        354,256     1,533,764     1,455,518
        Retail Class                         201            797         8,326         1,947
                                     ------------  -------------  ------------  ------------
                                         193,012        355,053     1,542,090     1,457,465
   Net realized gains
        Institutional Class            5,324,844      5,694,496              -             -
        Retail Class                      85,354              -              -             -
                                     ------------  -------------  ------------  ------------
                                       5,410,198      5,694,496              -             -
                                     ------------  -------------  ------------  ------------
          Total Distributions          5,603,210      6,049,549     1,542,090     1,457,465
                                     ------------  -------------  ------------  ------------

Capital share transactions (note 5):
   Proceeds from sales                11,447,294     12,330,363    10,167,190     6,597,334
   Payment for redemptions           (17,142,994)    (4,620,192)  (12,344,732)   (4,417,351)
   Reinvestment of net investment
     income and net realized gain
     distributions
     at net asset value                4,651,155      4,936,588     1,398,687     1,333,543
                                     ------------  -------------  ------------  ------------
        Total increase (decrease)
          from capital
          share transactions          (1,044,545)    12,646,759      (778,855)    3,513,526
                                     ------------  -------------  ------------  ------------
       Total increase (decrease)
        in netassets                   2,422,841     17,691,991    (1,018,340)    3,972,977

Net Assets:
   Beginning of period                63,881,090     46,189,099    30,506,846    26,533,869
                                     ------------  -------------  ------------  ------------
   End of period                     $66,303,931    $63,881,090   $29,488,506   $30,506,846
                                     ============  =============  ============  ============


   See accompanying notes to financial statements.
</TABLE>


                                                   26
<PAGE>
<TABLE>
<CAPTION>

                                     STRATUS FUND, INC.
                             Statement of Changes in Net Assets
                             Years Ended June 30, 1999 and 1998

                                                                         Intermediate
                                                Capital                     Government
                                              Appreciation                     Bond
                                               Portfolio                    Portfolio
                                     ---------------------------  --------------------------
                                     Year Ended    Year Ended      Year Ended    Year Ended
                                    June 30, 1999 June 30, 1998  June 30, 1999  June 30, 1998
                                     ------------- ------------ -------------- --------------
Operations:
<S>                                      <C>             <C>          <C>            <C>
    Net investment income (loss)         ($34,679)       $15,394      $170,460       $219,211
    Net realized gain (loss)
     on investments                      (860,212)       474,396           205          2,969
    Unrealized appreciation
     (depreciation)                       (85,765)       (34,705)      (19,797)        50,307
                                      ------------  -------------  ------------  -------------
         Net increase (decrease)
           in net assets
           resting from operations       (980,656)       455,085       150,868        272,487
                                      ------------  -------------  ------------  -------------

Distributions to shareholders from:
    Net investment income:
         Institutional Class                    -        15,226       169,995        217,970
         Retail Class                           -             -         1,170            511
                                      -------------  ---------- -  ------------  -------------
                                                -        15,226       171,165        218,481
    Net realized gains
         Institutional Class               23,255        461,511           -           -
         Retail Class                         860             -            -           -
                                      ------------  -------------  ------------  -------------
                                           24,115        461,511           -             -
                                      ------------  -------------  ------------  -------------
           Total Distributions             24,115        476,737       171,165        218,481
                                      ------------  -------------  ------------  -------------

Capital share transactions (note 5):
    Proceeds from sales                 2,166,995      3,781,440        34,934        240,311
    Payment for redemptions            (4,351,054)    (1,569,897)   (1,141,219)    (1,059,642)
    Reinvestment of net investment
      income and net realized gain
      distributions
      at net asset value                   23,641        472,356       160,118        197,547
                                      ------------  -------------  ------------  -------------
         Total increase (decrease)
           from capital
           share transactions          (2,160,418)     2,683,899      (946,167)      (621,784)
                                      ------------  -------------  ------------  -------------
        Total increase (decrease)
         in net assets                 (3,165,189)     2,662,247      (966,464)      (567,778)

Net Assets:
    Beginning of period                 9,394,787      6,732,540     4,037,940      4,605,718
                                      ------------  -------------  ------------  -------------
    End of period                      $6,229,598     $9,394,787    $3,071,476     $4,037,940
                                      ============  =============  ============  =============


    See accompanying notes to financial statements.
</TABLE>



                                       27
<PAGE>
                               STRATUS FUND, INC.
                       Statement of Changes in Net Assets
                       Years Ended June 30, 1999 and 1998



                                                     International
                                                       Portfolio
                                            ----------------------------
                                                     Year Ended
                                             June 30, 1999  June 30, 1998
                                            ----------------------------

Operations:
    Net investment income                         $51,642       $23,436
    Net realized gain on investments              689,531           476
    Unrealized appreciation (depreciation)       (682,947)      639,696
                                            --------------  ------------
         Net increase in net assets
           resting from operations                 58,226       663,608
                                            --------------  ------------

Distributions to shareholders from:
    Net investment income:
         Institutional Class                       51,751        22,988
         Retail Class                                 237           149
                                            --------------  ------------
                                                   51,988        23,137
    Net realized gains
         Institutional Class                      204,146       131,684
         Retail Class                               3,025              -
                                            --------------  ------------
                                                  207,171       131,684
                                            --------------  ------------
           Total Distributions                    259,159       154,821
                                            --------------  ------------

Capital share transactions (note 5):
    Proceeds from sales                         2,843,478     2,588,389
    Payment for redemptions                    (3,136,480)   (2,081,544)
    Reinvestment of net investment
      income and net realized gain distributions
      at net asset value                          249,768       152,190
                                            --------------  ------------
         Total increase (decrease) from capital
           share transactions                     (43,234)      659,035
                                            --------------  ------------
        Total increase (decrease) in net assets  (244,167)    1,167,822

Net Assets:
    Beginning of period                        11,598,929    10,431,107
                                            --------------  ------------
    End of period                             $11,354,762   $11,598,929
                                            ==============  ============

    See accompanying notes to financial statements.


                                       28
<PAGE>
<TABLE>
<CAPTION>

                               STRATUS FUND, INC.
                              FINANCIAL HIGHLIGHTS
                    Years Ended June 30, 1999, 1998, 1997, 1996, and 1995

                                              Growth Portfolio- Institutional Class
                                    ----------------------------------------------------------
                                           1999          1998       1997        1996     1995
                                           ----          ----       ----        ----     ----
Net asset value:
<S>                                      <C>           <C>        <C>         <C>       <C>
    Beginning of period                  $18.53        $17.07     $13.67      $11.47    $9.84
                                         ------        ------     ------      ------    -----
    Income from investment operations:
         Net investment income             0.06          0.11       0.22        0.23     0.22
         Net realized and unrealized gain
           on investments                  2.53          3.45       3.99        2.36     1.72
                                          -----         -----      -----       -----     ----
    Total income from investment
               operations                  2.59          3.56       4.21        2.59     1.94
                                          -----         -----      -----       -----     ----

    Less distributions:
    Dividends from net investment income  (0.06)        (0.11)     (0.22)      (0.22)   (0.22)
    Distribution from capital gains       (1.55)        (1.99)     (0.59)      (0.17)   (0.09)
                                          ------        ------     ------      ------   ------
         Total distributions              (1.61)        (2.10)     (0.81)      (0.39)   (0.31)
                                          ------        ------     ------      ------   ------

         End of period                   $19.51        $18.53     $17.07 (a)  $13.67   $11.47
                                         ------        ------     ------      ------   ------

Total return:                            16.34%        22.29%      32.6% (a)   22.6%    20.3%
                                         ------        ------      -----       -----    -----

Ratios/Supplemental data:
    Net assets, end of period       $65,011,189    63,096,914 46,189,099  24,627,983 12,813,352
    Ratio of expenses to average
      net assets                          1.05%         0.76%      0.72%       0.71%    0.82%
    Ratio of net income to average
      net assets                          0.31%         0.18%      1.46%       1.78%    2.14%
    Portfolio turnover rate             194.23%       137.03%     88.53%      92.72%   19.89%

(a) Excludes maximum sales load of 4%

    See accompanying notes to financial statements.
</TABLE>


                                       29
<PAGE>
                             STRATUS FUND, INC.
                            FINANCIAL HIGHLIGHTS
          Year Ended June 30, 1999 and the Period from January 7, 1998
                 (commencement of class shares) to June 30, 1998


                                            Growth Portfolio- Retail Class
                                             ----------------------------------

                                                1999          Period Ended
                                                             June 30, 1998
Net asset value:                             ----------      ---------------
    Beginning of period                        $18.52              $15.86
                                              -------              ------
    Income from investment operations:
         Net investment income                   0.00                0.04
         Net realized and unrealized gain
           on investments                       2.47                2.66
                                                -----               ----
    Total income from investment operations     2.47                2.70
                                                -----               ----

    Less distributions:
    Dividends from net investment income         0.00               (0.04)
    Distribution from capital gains             (1.48)              0.00
                                                ------              ----
         Total distributions                    (1.48)              (0.04)
                                                ------              ------

         End of period                         $19.51 (a)          $18.52 (a)
                                               ------              ------

Total return:                                  16.09% (a)          16.89% (a)(b)
                                               ------              ------

Ratios/Supplemental data:
    Net assets, end of period              $1,292,742            $784,176
    Ratio of expenses to average net assets     1.35%               1.50% (c )
    Ratio of net income to average net assets   0.01%               0.13% (c )
    Portfolio turnover rate                   194.23%             137.03%

(a) Excludes maximum sales load of 4%
(b) Total return is not annualized, as it may not be representative of the total
    return for the year.
(c) Annualized for those periods less than twelve months in
    duration.

See accompanying notes to financial statements.


                                       30
<PAGE>
<TABLE>
<CAPTION>

                               STRATUS FUND, INC.
                              FINANCIAL HIGHLIGHTS
              Years Ended June 30, 1999, 1998, 1997, 1996, and 1995


                                       Government Securities Portfolio- Institutional Class
                                      --------------------------------------------------------

                                              1999        1998      1997        1996     1995
                                              ----        ----      ----        ----     ----
Net asset value:
<S>                                          <C>         <C>       <C>         <C>      <C>
   Beginning of period                       $9.88       $9.72     $9.64       $9.77    $9.40
                                             -----       -----     -----       -----    -----
   Income (loss) from investment operations:
        Net investment income                 0.51        0.51      0.51        0.49     0.45
        Net realized and unrealized
          gain (loss)
          on investments                     (0.09)      0.16       0.08       (0.13)    0.37
                                             ------      -----     -----       ------    ----
   Total income (loss) from investment
       operations                             0.42        0.67      0.59        0.36     0.82
                                             -----       -----     -----       -----    ----

   Less distributions from
        net investment income                (0.51)      (0.51)    (0.51)      (0.49)   (0.45)
                                             ------      ------    ------      ------   ------

        End of period                        $9.79       $9.88     $9.72 (a)   $9.64    $9.77
                                             -----       -----     -----       -----    -----

Total return:                                4.33%       7.04%      6.3% (a)    3.7%     9.0%
                                             -----       -----      ----        ----     ----

Ratios/Supplemental data:
   Net assets, end of period           $29,321,012  30,367,682  26,533,869  23,043,163 13,885,204
   Ratio of expenses to average net assets   0.80%       0.82%     0.71%       0.69%    0.80%
   Ratio of net income to average net assets 5.13%       5.17%     5.21%       5.04%    4.82%
   Portfolio turnover rate                  18.66%       2.07%    27.20%      40.61%   33.88%

(a)  Excludes maximum sales load of 3%


   See accompanying notes to financial statements.
</TABLE>


                                       31
<PAGE>
                               STRATUS FUND, INC.
                              FINANCIAL HIGHLIGHTS
            Year Ended June 30, 1999 and the Period from January 13,
              1998 (commencement of class shares) to June 30, 1998


                                             Government Securities- Retail Class
                                             ----------------------------------
                                                      1999      Period Ended
                                                                  June 1998
                                                   ---------   --------------
Net asset value:
    Beginning of period                              $9.89           $9.97
                                                    ------           -----
    Income from investment operations:
         Net investment income                        0.48            0.25
         Net realized and unrealized loss
           on investments                            (0.09)          (0.08)
                                                     ------          ------
    Total income from investment operations           0.39            0.17
                                                      -----           ----

    Less distributions:
    Dividends from net investment income             (0.49)          (0.25)
    Distribution from capital gains                   0.00            0.00
                                                     -----           -----
         Total distributions                         (0.49)          (0.25)
                                                     ------          ------

         End of period                               $9.79           $9.89
                                                     -----           -----

Total return:                                        3.96% (a)       1.58%(a)(b)
                                                     -----           -----

Ratios/Supplemental data:
    Net assets, end of period                     $167,494        $139,164
    Ratio of expenses to average net assets          1.10%           1.21% (c)
    Ratio of net income to average net assets        4.83%           5.49% (c)
    Portfolio turnover rate                         18.66%           2.07%

(a) Excludes maximum sales load of 4%
(b) Total return is not annualized, as it may not be representative of the total
    return for the year.
(c) Annualized for those periods less than twelve months in
    duration.

See accompanying notes to financial statements.


                                       32
<PAGE>

<TABLE>
<CAPTION>

                               STRATUS FUND, INC.
                              FINANCIAL HIGHLIGHTS
              Years Ended June 30, 1999, 1998, 1997, 1996, and 1995

                                           Capital Appreciation Portfolio-Institutional Class
                                           --------------------------------------------------
                                                1999         1998      1997       1996     1995
                                                ----         ----      ----       ----     ----
Net asset value:
<S>                                           <C>          <C>       <C>        <C>       <C>
    Beginning of period                       $14.39       $14.25    $13.19     $11.23    $8.95
                                              ------       ------    ------     ------    -----
    Income (loss) from investment operations:
         Net investment income (loss)          (0.06)        0.03      0.18      (0.19)   (0.15)
         Net realized and unrealized gain (loss)
           on investments                      (1.21)        0.86      1.48       2.88     2.62
                                               ------       -----     -----      -----     ----
    Total income (loss) from investment
         operations                            (1.27)       0.89       1.66       2.69     2.47
                                               ------       -----     -----      -----     ----
    Less distributions from
         net investment income                  0.00        (0.03)    (0.12)      0.00     0.00
    Less distributions from capital gains      (0.04)       (0.72)    (0.48)     (0.73)   (0.19)
                                               ------       ------    ------     ------   ------
         Total Distributions                   (0.04)       (0.75)    (0.60)     (0.73)   (0.19)
                                               ------       ------    ------     ------   ------

         End of period                        $13.08       $14.39    $14.25 (a) $13.19   $11.23
                                              ------       ------    ------     ------   ------

Total return:                                 (8.79%)       7.47%     11.7% (a)  26.0%    28.6%
                                              -------       -----     -----      -----    -----

Ratios/Supplemental data:
    Net assets, end of period             $5,985,704   $9,174,664  6,732,540 2,474,470  748,588
    Ratio of expenses to average net assets    1.11%        0.76%     0.91%      2.84%    2.69%
    Ratio of net income (loss) to average net (0.49%)       0.18%     1.31%     (1.54%)  (1.59%)
    Portfolio turnover rate                  109.49%      277.31%   322.07%    179.06%  214.47%

(a) Excludes  maximum  sales  load of 4% See  accompanying  notes  to  financial
    statements.
</TABLE>



                                       33
<PAGE>
                               STRATUS FUND, INC.
                              FINANCIAL HIGHLIGHTS
             Year Ended June 30, 1999 and the Period from January 7,
              1998 (commencement of class shares) to June 30, 1998


                                            Capital Appreciation- Retail Class
                                            ------------------------------------
                                                 1999        Period Ended
                                                            June 30, 1998
                                                -------     ---------------
Net asset value:
    Beginning of period                          $14.39          $13.21
                                                -------          ------
    Income from investment operations:
         Net investment loss                      (0.10)          (0.03)
         Net realized and unrealized loss
           on investments                         (1.21)          1.21
    Total income (loss) from investment
       operations                                 (1.31)          1.18

    Less distributions:
    Dividends from net investment income          0.00            0.00
                                                  -----           ----
    Distribution from capital gains               (0.04)          0.00
                                                  ------          ----
         Total distributions                      (0.04)          0.00
                                                  ------          ----

         End of period                           $13.04 (a)      $14.39 (a)
                                                 ------          ------

Total return:                                    (9.07%)(a)       8.93% (a)(b)
                                                 -------          -----

Ratios/Supplemental data:
    Net assets, end of period                  $243,894        $220,123
    Ratio of expenses to average net assets       1.41%           1.25% (c )
    Ratio of net income (loss) to average
      net assets                                 (0.79%)         (0.18%)(c )
    Portfolio turnover rate                     109.49%         277.31%

(a) Excludes maximum sales load of 4%
(b) Total return is not annualized, as it may not be representative of the total
    return for the year.
(c) Annualized for those periods less than twelve months in
    duration.

See accompanying notes to financial statements.

                                       34
<PAGE>
<TABLE>
<CAPTION>

                               STRATUS FUND, INC.
                              FINANCIAL HIGHLIGHTS
              Years Ended June 30, 1999, 1998, 1997, 1996, and 1995

                                       Intermediate Government Bond Portfolio-Institutional Class
                                       ----------------------------------------------------------
                                              1999        1998      1997       1996     1995
                                              ----        ----      ----       ----     ----
Net asset value:
<S>                                         <C>         <C>       <C>        <C>      <C>
       Beginning of period                  $10.60      $10.48    $10.47     $10.56   $10.29
                                            ------      ------    ------     ------   ------
       Income (loss) from investment
       operations:
            Net investment income             0.51        0.52      0.54       0.52     0.50
            Net realized and unrealized
              gain (loss)
              on investments                 (0.10)       0.12      0.02      (0.09)    0.27
                                             ------      -----     -----      ------   ----
       Total income from investment
            operations                        0.41        0.64      0.56       0.43     0.77
                                              -----       -----     -----      -----    ----
       Less distributions:
            Dividends from net
            investment income                (0.51)      (0.52)    (0.55)     (0.52)   (0.50)
            Distributions from capital gains  0.00        0.00      0.00       0.00     0.00
                                             -----       -----     -----      -----    -----
              Total distributions            (0.51)      (0.52)    (0.55)     (0.52)   (0.50)

       End of period                        $10.50      $10.60    $10.48 (a) $10.47   $10.56
                                            ------      ------    ------     ------   ------

Total return:                                3.96%       6.27%      5.6% (a)   4.1%     7.9%
                                             -----       -----      ----       ----     ----

Ratios/Supplemental data:
       Net assets, end of period        $3,058,068   4,008,700  4,605,718  7,224,506 5,518,431
       Ratio of expenses to average
         net assets                          1.16%       1.17%     1.02%      1.03%    1.11%
       Ratio of net income to average
         net assets                          4.75%       4.93%     5.14%      4.95%    4.84%
       Portfolio turnover rate               0.00%       0.00%    26.88%      4.05%   27.67%

       (a)  Excludes maximum sales load of 3%

       See accompanying notes to financial statements.
</TABLE>


                                       35
<PAGE>
                               STRATUS FUND, INC.
                              FINANCIAL HIGHLIGHTS
          Year Ended June 30, 1999 and the Period from January 27, 1998
                 (commencement of class shares) to June 30, 1998

                                          Intermediate Government Bond Portfolio
                                                        Retail Class
                                          --------------------------------------
                                                   1999        Period Ended
                                                               June 30, 1998
                                                  --------    ----------------
Net asset value:
    Beginning of period                            $10.59            $10.63
                                                  -------            ------
    Income from investment operations:
         Net investment income                       0.47              0.29
         Net realized and unrealized loss
           on investments                           (0.09)            (0.04)
                                                    ------            ------
    Total income from investment operations         0.38               0.25
                                                    -----              ----

    Less distributions:
    Dividends from net investment income            (0.47)             0.29
    Distribution from capital gains                  0.00              0.00
                                                    -----              ----
         Total distributions                        (0.47)             0.29
                                                    ------             ----

         End of period                             $10.50 (a)        $10.59 (a)
                                                   ------            ------

Total return:                                       3.73% (a)        1.69%(a)(b)
                                                    -----            -----

Ratios/Supplemental data:
    Net assets, end of period                     $13,408           $29,240
    Ratio of expenses to average net assets         1.46%             1.63% (c )
    Ratio of net income to average net assets       4.45%             5.18% (c )
    Portfolio turnover rate                         0.00%             0.00%

(a) Excludes maximum sales load of 4%
(b) Total return is not annualized, as it may not be representative of the total
    return for the year.
(c) Annualized for those periods less than twelve months in
    duration.

    See accompanying notes to financial statements.

                                       36
<PAGE>

                               STRATUS FUND, INC.
                              FINANCIAL HIGHLIGHTS
             Years ended June 30, 1999 and 1998 and the Period from
         October 1, 1996 (commencement of class shares) to June 30, 1997

                                    International Portfolio- Institutional Class
                                    --------------------------------------------
                                           1999           1998   Period Ended
                                                                  June 30, 1997
                                           ----           ----   ---------------
Net asset value:
    Beginning of period                   $11.75         $11.22      $10.00
                                          ------         ------      ------
    Income from investment operations:
         Net investment income              0.05           0.02        0.15
         Net realized and unrealized gain
           on investments                   0.09           0.64        1.22
                                           -----          -----       ----
    Total income from investment
         operations                         0.14           0.66        1.37
                                           -----          -----       ----

    Less distributions:
         Dividends from net investment
          income                           (0.05)         (0.02)      (0.15)
         Distributions from capital gains  (0.22)         (0.11)       0.00
                                           ------         ------       ----
      Total Distributions                  (0.27)         (0.13)      (0.15)
                                           ------         ------     ------

    End of period                         $11.62         $11.75      $11.22 (a)
                                          ------         ------      ------

Total return:                               1.4%          6.27%     18.20%(a)(b)
                                            ----          -----     ------

Ratios/Supplemental data:
    Net assets, end of period        $11,182,332    $11,473,772     10,431,107
    Ratio of expenses to average net
     assets                                1.53%          1.65%         1.48%(b)
    Ratio of net income to average net
    assets                                 0.49%          0.21%         1.89%(b)
    Portfolio turnover rate               40.00%         52.92%        33.77%


(a)  Excludes maximum sales load of 4%
(b) Annualized for those periods less than twelve months in duration.

    See accompanying notes to financial statements.


                                    37
<PAGE>
                               STRATUS FUND, INC.
                              FINANCIAL HIGHLIGHTS
          Year ended June 30, 1999 and the Period from January 7, 1998
                 (commencement of class shares) to June 30, 1998


                                         International Portfolio - Retail Class
                                         ---------------------------------------
                                                    1999       Period Ended
                                                               June 30, 1998
                                                   ------     ---------------
Net asset value:
    Beginning of period                            $11.75            $10.33
                                                  -------            ------
    Income from investment operations:
         Net investment income                       0.02              0.03
         Net realized and unrealized gain (loss)
           on investments                            0.09              1.42
                                                    -----              ----
    Total income from investment operations          0.11              1.45
                                                    -----              ----

    Less distributions:
    Dividends from net investment income            (0.02)            (0.03)
    Distribution from capital gains                 (0.22)            0.00
                                                    ------            ----
         Total distributions                        (0.24)            (0.03)
                                                    ------            ------

         End of period                             $11.62 (a)        $11.75 (a)
                                                   ------            ------

Total return:                                       1.07% (a)       13.88%(a)(b)
                                                    -----           ------

Ratios/Supplemental data:
    Net assets, end of period                    $172,430          $125,157
    Ratio of expenses to average net assets         1.83%             1.94% (c )
    Ratio of net income to average net assets       0.19%             0.27% (c )
    Portfolio turnover rate                        40.00%            52.92%

(a) Excludes maximum sales load of 4%
(b) Total return is not annualized, as it may not be representative of the total
    return for the year.
(c) Annualized for those periods less than twelve months in
    duration.

    See accompanying notes to financial statements.


                                         38


<PAGE>

                               STRATUS FUND, INC.
                          Notes to Financial Statements
                                  June 30, 1999

1.   Organization
     Stratus Fund,  Inc. (the Fund) is registered  under the Investment  Company
     Act of 1940, as amended, as a diversified,  open-end management  investment
     company.  The Fund issues its shares in series,  each series representing a
     distinct portfolio with its own investment objectives and policies. At June
     30, 1999,  the following  series are presently  authorized  and have shares
     outstanding.

        Growth Portfolio                        Capital Appreciation Portfolio
        Government                              Intermediate Government
         Securities Portfolio                    Bond Portfolio
                                                International Portfolio

        Each portfolio has two classes of shares authorized and outstanding:
        retail and institutional

2.   Summary of Significant Accounting Policies
     The following is a summary of significant  accounting  policies employed by
     the Fund in preparing its financial statements.

     Use of Estimates:  In preparing the financial statements in accordance with
     generally accepted  accounting  principles,  management is required to make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities  and disclosure of contingent  assets and liabilities as of the
     date of the financial  statements and changes in net assets for the period.
     Actual results could differ from those estimates.

     Valuation of Investments
     Investment  securities are carried at market determined using the following
     valuation methods:

     o   Securities  traded on a national or regional stock exchange or included
         in the NASDAQ  National  Market  System  are valued at the last  quoted
         sales price.

     o   Securities not listed on an exchange or securities for which the latest
         quoted  sales  price is not readily  available  and  securities  traded
         over-the-counter  but not included in the NASDAQ National Market System
         are valued at the mean of the closing bid and asked prices.

     o   Securities including bonds, restricted securities,  or other assets for
         which reliable recent market  quotations are not readily  available are
         valued at fair market  value as  determined  in good faith or under the
         direction  of the  Board  of  Directors.  Determination  of fair  value
         involves, among other things, reference to market indices, matrices and
         data from independent brokers and pricing services.


                                       39
<PAGE>

                               STRATUS FUND, INC.
                          Notes to Financial Statements

2.      Summary of Significant Accounting Policies (Continued)
     All  securities  are valued in accordance  with the above noted policies at
     the close of each business day.

     The  Growth,  Capital  Appreciation,   and  International   Portfolios  are
     authorized to purchase exchange-traded put and call options.

     At June 30,  1999,  the  Growth,  Capital  Appreciation  and  International
     Portfolios  had no such  exchange  traded  options  nor were any  purchased
     during the year then ended.

     The  Portfolios  may sell a security it does not own in  anticipation  of a
     decline in the market value of that security (short-sale). When a Portfolio
     makes a  short-sale,  it must borrow the security sold short and deliver it
     to the buyer.  The  proceeds  from the  short-sale  will be retained by the
     broker-dealer  through which it made the  short-sale as collateral  for its
     obligation  to  deliver  the  security  upon  conclusion  of the sale.  The
     Portfolio may have to pay a fee to borrow the security and may be obligated
     to remit any interest received on such borrowed securities.  A gain or loss
     is recognized  upon the  termination of the short sale, if the market price
     at  termination  is less  than or  greater  than  the  proceeds  originally
     received.

     At June 30,  1999,  the cost of  investment  securities  is  identical  for
     financial reporting and income tax purposes.

     Security Transactions
     Security  transactions  are  accounted  for  on  the  date  securities  are
     purchased  or sold  (trade  date).  Dividend  income is  recognized  on the
     ex-dividend  date and interest  income is accrued  daily.  Amortization  of
     premium and discount is accrued daily using both the constant yield and the
     straight-line methods.  Realized investment gains and losses are determined
     by specifically identifying the issue sold.

     Federal Income Taxes
     It is the policy of each Portfolio to comply with the  requirements  of the
     Internal  Revenue  Code  (the  Code)  applicable  to  regulated  investment
     companies and to distribute  virtually all of the taxable income  generated
     by the Portfolios to their  shareholders  within the time period allowed by
     the Federal law.  Consequently,  no liability  for Federal  income taxes is
     required.  Internal Revenue Code requirements  regarding  distributions may
     differ  from  amounts  determined  under  generally   accepted   accounting
     principles. These book/tax differences are either temporary or permanent in
     nature. To the extent these differences are permanent, they are

                                       40
<PAGE>


                               STRATUS FUND, INC.
                          Notes to Financial Statements

2.      Summary of Significant Accounting Policies (Continued)
     charged or credited to paid-in-capital or accumulated net realized gain, as
     appropriate  in the period that the  differences  arise.  Each Portfolio is
     treated as a separate  entity for tax  purposes,  and on a calendar  basis,
     will distribute substantially all of its net investment income and realized
     gains, if any, to avoid payment of any Federal excise tax. There will be no
     net realized gain distributions  until the net realized loss carry forwards
     have been  offset or  expired.  The  losses  will  expire in 8 years.  Each
     Portfolio  prepares  its tax return on an  accrual  basis.  The  Government
     Securities,   Intermediate   Government  Bond,  and  Capital   Appreciation
     Portfolios  have  unused  capital  loss  carry  forwards  of  approximately
     $378,000, $124,000, and $455,000 respectively, available for federal income
     tax purposes at June 30, 1999.  The losses begin  expiring in 2003 and 2005
     for the Government Securities and Intermediate  Government Bond portfolios,
     respectively.

     Distribution to Shareholders

     Dividends  to  shareholders  are  recorded  on  the  ex-dividend  date.  In
     accordance  with  resolutions  enacted  by  the  Board  of  Directors,  the
     Government  Securities and Intermediate  Government Bond Portfolios declare
     dividends monthly and the Growth,  Capital Appreciation,  and International
     Portfolios declare dividends  semi-annually.  The dividends declared become
     payable immediately.

     Cash Equivalents
     Cash  equivalents  consist of money  market funds which  declare  dividends
     daily.  As  of  June  30,  1999,  the  average  yield  on  such  funds  was
     approximately 4.50%.

3.   Fees, Expenses and Related Party Transactions
     The  Fund and  each of its  Portfolios  have  retained  Union  Bank & Trust
     Company (UBATCO) as their exclusive investment adviser and custodian of the
     Fund's assets (hereinafter,  the Adviser).  The agreement provides that the
     Capital Appreciation Portfolio will compensate the Adviser on a performance
     based  scale,  whereby the  Portfolio  will pay a fee of 1.40% per annum of
     daily  average net assets.  The fee may be  increased or decreased by up to
     1.00% of the  average  daily  net  assets  during  the  latest 12 months (a
     rolling average  method),  depending upon the performance of this Portfolio
     relative to the Russell  2000 Index.  For the twelve  months ended June 30,
     1999, the annualized fee was 0.56%.

                                       41
<PAGE>


                               STRATUS FUND, INC.
                          Notes to Financial Statements

3.   Fees, Expenses and Related Party Transactions (Continued)
     The remaining  Portfolios pay the following advisory fee rates per annum of
     their average daily net asset values:

               Portfolio                           Annual Fee Rate
               -----------                         ----------------
               Growth                                  .75%
               Government Securities                   .50%
               Intermediate Government Bond            .65%
               International                          1.15%

     The Fund and each of its Portfolios  have retained  UBATCO as the custodian
     of the Fund's  investments.  The  agreement  provides  that the  portfolios
     (except the Growth,  Government Securities,  and International  Portfolios,
     which pay no fee), will pay the custodian an annual fee which is calculated
     and billed monthly.  The fee calculation does not include cash equivalents.
     The fee  consists  of an  investment  transaction  charge  of $12 for  each
     transaction,  a fee of $100 per account,  plus an additional fee calculated
     in accordance with the following table.
             Net assets of:
               $0 - $10 million                          11 basis points
               $10 - $20 million                          6 basis points
               Over $20 million                         2.5 basis points

     The Fund and each of its Portfolios have retained Lancaster  Administrative
     Services,  Inc.  (the  Administrator)  to act as their  transfer  agent and
     administrator  to provide all necessary  record  keeping and share transfer
     services for the Fund.  As of July 1, 1999 the  Administrator  is a related
     party to the Fund.  The agreement  provides that each Portfolio will pay an
     administrative fee to the Administrator  equal to .25% per annum of average
     daily net assets.

     The Fund has also retained SMITH HAYES Financial Services  Corporation (the
     Distributor)  to act as  the  underwriter  and  distributor  of the  fund's
     shares.   Retail  shares  for  the  Growth,   Capital   Appreciation,   and
     International  portfolios  include a maximum  sales charge of 4.5%.  Retail
     shares for the  Government  Securities  and  Intermediate  Government  Bond
     portfolios  include  a  maximum  sales  charge  of 3.0%.  For  sales of all
     Portfolios of $50,000 or more, the sales charge is reduced. Pursuant to the
     shareholder  approved  distribution plan under Rule 12b-1, Retail shares of
     each fund will reimburse the distributor for  shareholder-related  expenses
     incurred in connection with the distribution of the fund's shares, however,
     under no circumstances  shall such  reimbursement  exceed .30% per annum of
     the fund's average daily net assets.  The Distributor  received $14,590 and
     paid out $11,992 of this  amount as  commissions  and dealer  reallowances.
     Institutional  shares for all  portfolios  are not charged sales charges or
     12b-1 fees.
                                       42
<PAGE>

                               STRATUS FUND, INC.
                          Notes to Financial Statements

3.   Fees, Expenses and Related Party Transactions (Continued)
     Under the terms of the advisory, custodian, administrative and distribution
     agreements outlined above, the Portfolios  collectively  incurred $803,105;
     $15,693;  $284,165 and $4,864 for such services.  Of the amount paid to the
     Distributor, 100% was paid out to Union Bank & Trust Company under a Dealer
     Service Agreement.

     At  June  30,  1999,  the  following   accrued   investment   advisory  and
     administrative fees were payable to the Adviser and Administrator.

                                   Payable to   Payable to    Payable to
                                     Adviser   Administrator  Distributor  Total
                                   ---------   ------------   -----------  -----
     Growth Portfolio               $41,003      $5,472        $310      $46,785
     Government Securities Portfolio 12,162       2,418          41       14,621
     Capital Appreciation Portfolio   6,856         490          57        7,403
     Intermediate Government
        Bond Portfolio                1,644         266           3        1,913
     International Portfolio         11,007         952          41       12,000

     Under the terms of the advisory agreement,  the Adviser may be obligated to
     reimburse a  Portfolio  up to the amount of the  Adviser's  fee paid to the
     Adviser if during any year the  expenses of the  Portfolio,  including  the
     Adviser's  fee,  exceed certain  limitations.  At June 30, 1999, no expense
     reimbursement was required.

     In  addition  to  the  amounts  paid  by  the  Portfolios  under  advisory,
     custodian, and administration  agreements,  the Portfolios used SMITH HAYES
     Financial  Services  Corporation  (SMITH HAYES),  a company related through
     common  management,  to  affect  security  trades  on their  behalf.  As is
     customary in the industry, the investment adviser evaluates the pricing and
     ability to execute the transactions in selecting  brokers to affect trades.
     SMITH  HAYES  was paid  commissions  in the  amount  of  $26,842  for their
     brokerage services during the twelve months ended June 30, 1999.

     At June 30,  1999,  directors,  officers  and  employees  of the Fund,  the
     Adviser and Administrator  and their immediate  families held the following
     in each Portfolio:

                                                         Shares          Value
                                                        ---------       --------
        Growth Portfolio Institutional Class              307,874     $6,006,622
        Government Securities Portfolio
          Institutional Class                             335,092     3,280,552
        Capital Appreciation Portfolio
          Institutional Class                              63,476        830,271
        Intermediate Gov't Bond Portfolio
          Institutional Class                                -              -
        International Portfolio Institutional Class        83,018        964,666


                                       43
<PAGE>

                               STRATUS FUND, INC.
                          Notes to Financial Statements

3.      Fees, Expenses and Related Party Transactions (Continued)

     At June 30,  1999,  UBATCO held,  in nominee  name,  the  following in each
Portfolio:
                                                         Shares          Value
                                                        --------        -------
        Growth Portfolio Institutional Class            3,223,122    $64,834,110
        Growth Portfolio Retail Class                      59,973      1,170,081
        Government Securities Portfolio
          Institutional Class                           2,995,214     29,321,012
        Government Securities Portfolio Retail Class       17,110        167,494
        Capital Appreciation Portfolio
          Institutional Class                             456,959      5,977,024
        Capital Appreciation Portfolio Retail Class        18,188        237,179
        Intermediate Gov't Bond Portfolio
          Institutional Class                             286,728      3,010,644
        Intermediate Gov't Bond Portfolio Retail Class      1,277         13,408
        International Portfolio Institutional Class       962,259     11,181,450
        International Portfolio Retail Class               14,808        172,069

4.   Securities Transactions
     Purchases of  securities  and proceeds  from sales were as follows for each
     Portfolio:

                                               Purchases of     Proceeds
                                                 Securities     from Sales
                                               -------------   ------------
     Growth Portfolio                         $112,467,589    $118,698,905
     Government Securities Portfolio             5,504,240       4,304,773
     Capital Appreciation Portfolio              7,278,521       9,198,136
     Intermediate Government Bond Portfolio          -           1,050,328
     International Portfolio                     4,525,897       4,191,336

     At June 30, 1999,  the  aggregate  gross  unrealized  appreciation  and the
     aggregate  gross  unrealized  depreciation  of securities in each Portfolio
     were as follows:

                                                        Aggregate Gross
                                                          Unrealized
                                               Appreciation        Depreciation
                                              --------------       -------------
      Growth Portfolio                         $16,005,419            $732,065
      Government Securities Portfolio              237,086              41,954
      Capital Appreciation Portfolio             1,007,041             378,615
      Intermediate Government Bond Portfolio        34,475                 -
      International Portfolio                    1,962,208           1,102,889



                                       44
<PAGE>

                             STRATUS FUND, INC.
                          Notes to Financial Statements

5.   Capital Share Transactions
     The Fund is authorized to issue a total of 1 billion shares of common stock
     in series with a par value of $.001 per share.  The Board of Directors  has
     authorized  twenty million shares to be issued in the Growth  Portfolio and
     ten  million  each  in  the  Government   Securities   Portfolio,   Capital
     Appreciation  Portfolio,  Intermediate  Government Bond Portfolio,  and the
     International Portfolio.

     Transactions  in the capital  stock of each  Portfolio  for the twelve
     months ended June 30, 1999 were as  follows:
                                                  Growth             Growth
                                                 Portfolio          Portfolio
                                           Institutional Shares   Retail Shares
         Transactions in shares:           ---------------------  -------------
           Shares sold                         604,780.391         28,498.234
           Shares redeemed                    (964,596.917)       (10,137.807)
           Reinvested dividends                285,304.330          5,379.448
                                               -----------        -----------
           Net increase/(decrease)             (74,512.196)        23,739.875
                                            ==============         ==========
         Transactions in dollars:
            Dollars sold                       $10,936,522           $510,772
            Dollars redeemed                   (16,962,447)          (180,547)
                Reinvested dividends             4,565,600             85,555
                Net increase/(decrease)         (1,460,325)           415,780
                                              ============            =======

                                                Government         Government
                                           Securities Portfolio Securities Port.
                                           Institutional Shares   Retail Shares
         Transactions in shares:
           Shares sold                       1,017,926.590          4,508.363
           Shares redeemed                  (1,235,858.445)        (2,286.824)
           Reinvested dividends                140,060.686            811.520
                                            --------------      -------------
           Net increase/(decrease)             (77,871.169          3,033.059
                                            ==============      =============
         Transactions in dollars:
            Dollars sold                       $10,122,315            $44,875
            Dollars redeemed                   (12,322,021)           (22,711)
                Reinvested dividends             1,390,629              8,058
            Net increase/(decrease)               (809,076)            30,222
                                              ============            =======

                                       45
<PAGE>

                               STRATUS FUND, INC.
                          Notes to Financial Statements

5.     Capital Share Transactions (Continued)

                                       Capital Appreciation Capital Appreciation
                                                 Portfolio          Portfolio
                                           Institutional Shares   Retail Shares
                                           ------------------      -------------
         Transactions in shares:
           Shares sold                         163,963.107         10,919.333
           Shares redeemed                    (335,674.249)        (7,581.852)
           Reinvested dividends                   1881.201             71.132
                                            ---------------      ------------
           Net increase/(decrease)            (169,829.941)         3,408.613
                                              =============     =============
         Transactions in dollars:
            Dollars  sold                       $2,032,580           $134,415
            Dollars redeemed                    (4,258,566)           (92,488)
                Reinvested dividends                22,781                860
                                               -----------           ---------
              Net increase/(decrease)          (2,203,205)             42,787
                                                ==========          =========

                                           Intermediate Gov't Intermediate Gov't
                                              Bond Portfolio     Bond Portfolio
                                           Institutional Shares   Retail Shares
                                           ------------------      -------------
         Transactions in shares:
           Shares sold                           3,290.152               .000
           Shares redeemed                    (105,297.562)        (1,593.098)
           Reinvested dividends                 14,942.669            109.942
                                             -------------         ----------
           Net increase/(decrease)             (87,064.741)        (1,483.156)
                                              ===============     ===========
         Transactions in dollars:
            Dollars  sold                          $34,934                 $0
            Dollars redeemed                    (1,124,406)           (16,813)
                Reinvested dividends               158,948              1,170
                                              ------------              -----
              Net increase/(decrease)             (930,524)           (15,643)

                                               International      International
                                                 Portfolio          Portfolio
                                           Institutional Shares   Retail Shares
                                           ------------------      -------------

         Transactions in shares:
           Shares sold                         243,612.224          7,918.977
           Shares redeemed                    (279,958.877)        (4,032.711)
           Reinvested dividends                 22,696.235            302.734
                                             -------------       ------------
           Net increase/(decrease)             (13,650.418)         4,189.000
                                             ==============       ===========
         Transactions in dollars:
            Dollars sold                        $2,758,103            $85,375
            Dollars redeemed                    (3,092,484)           (43,996)
                Reinvested dividends               246,505              3,263
                                              ------------            --------
              Net increase/(decrease)              (87,876)           (44,642)
                                              ============            ========

                                       46



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