STRATUS FUND INC
N-30D, 2000-08-29
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                               STRATUS FUND, INC.



                                     GROWTH

                              GOVERNMENT SECURITIES

                                 INTERNATIONAL



                                  ANNUAL REPORT
                                  JUNE 30, 2000


STRATUS FUND, INC.

Dear Fellow Shareholders:

The red hot economy is showing signs of cooling. This is a favorable development
as real Gross Domestic  Product has been exceeding the Federal  Reserve  Board's
3.5% - 4.0% speed limit considered the maximum for sustainable  non-inflationary
growth.  The Fed's tight monetary  policy is starting to show results helping to
slow the economy  from 7.3% growth  during the fourth  quarter of 1999 to around
the 4% level  at mid year  2000.  The Fed has had to raise  short-term  interest
rates  six times  over the past year  raising  Fed  Funds  from  4.75% to 6.50%.
Despite the strong economy,  and the length of the current economic cycle, which
began in 1992, inflation has been fairly well behaved. The notable exception has
been  gasoline  prices  on the  demand  side  of the  economy.  The  record  low
unemployment  rate of 3.9% earlier this year has  inflation  watchers  concerned
that the cost side of the economy could cause inflation to worsen.

The  stock  market,  confronted  with a strong  headwind  in the form of  higher
interest rates, has performed  unevenly over the past several quarters.  After a
very strong showing at year-end 1999, the stock market has receded from all time
highs  established  earlier  in the  year.  Stock  market  volatility  has  been
extraordinarily  high as of  late,  particularly  those  stocks  trading  on the
NASDAQ. The NASDAQ dropped 25% in one week, the week of April 14th.

If the stock market  experienced  unusual  volatility and  excitement,  the bond
market was near the opposite  extreme.  Rates moved  somewhat  higher,  but bond
markets discounted the Fed's rate hikes well in advance. Adding to the confusion
was the fact that one governmental body, the Fed, was raising rates while the US
Treasury began buying back Treasury bonds.  This activity forced yields down for
longer-term bonds. The end result at mid year was a relatively flat yield curve,
at least for US Treasury securities. Government agencies and corporate bonds did
not benefit from the treasury buy back and continued to rise in yield.

The move to higher rates  produced  slim returns for nearly all bond funds.  The
Stratus  Government  Securities  Portfolio  had  positive  returns that was only
slightly  less  than  its  benchmark   index,  the  Merrill  Lynch  US  Treasury
Intermediate  term index. Last year this fund ranked in the upper 5% of its peer
group.  Correctly  forecasting higher interest rates in 1999 and positioning the
fund on the short end of the yield curve was the right combination for very good
relative returns versus the fund's peer group.

The  strategy for the  Government  Securities  Portfolio  is to  emphasize  high
quality  securities  with a high  percentage  in US  Treasuries  and  government
agencies.  Corporate bonds of trust quality may also be used.  Maturities may be
as long as ten years,  but average  maturities have run generally less than five
years. Emphasis will be on total return as opposed to income generation, and the
average maturity will vary with existing and anticipated interest rates.

                                      1
<PAGE>

The Stratus Growth  Portfolio  completed a successful  fiscal year,  which ended
June 30,  2000.  The fund  achieved  a total  rate of  return  of 7.5%  slightly
exceeding its benchmark,  the Standard & Poor's 500 Index,  for the twelve-month
period.  Technology  stocks  performed  well and the fund  tried to have a heavy
representation in that sector.

The strategy  employed by the Stratus Growth Portfolio is to invest primarily in
growth  stocks  selling  at  reasonable   prices.   The  fund  emphasizes  large
capitalization  stocks.  Quarter to quarter earnings for stocks held in the fund
are  monitored  very  closely.  Risk control is used in the form of varying cash
reserves in  relation to the  assessment  of risk versus  reward for  individual
stocks  or for the  stock  market  in  general.  Growth  at a  reasonable  price
(G.A.R.P.)  has not been easy to find over the past  year  with  price  earnings
ratios at record  highs.  However,  this  approach has produced  very  favorable
results  over the past five years,  certainly  better than funds  emphasizing  a
value approach.

International  markets  were  strong  over the past  fiscal  year.  The  Stratus
International Portfolio, managed by Murray Johnstone International, participated
in the upward  move,  returning  6.8% for the year.  While the results were less
than the EAFE benchmark index for the fiscal year, the  International  Portfolio
was  slightly  ahead of the index on a calendar  year to date basis for the year
2000.

The Stratus Family of Funds underwent a degree of  consolidation in May of 2000,
with two of the smaller  portfolios  being merged into the two largest funds. On
May 26,  as a  result  of a  positive  shareholder  vote,  the  Stratus  Capital
Appreciation  Portfolio was merged into the Stratus  Growth  Portfolio,  and the
Stratus  Intermediate  Government  Bond  Portfolio  was merged  into the Stratus
Government  Securities  Portfolio.  Both  mergers  were  treated  as a  tax-free
exchange.

Once  again,  Stratus  Funds  greatly  values  the  continued  relationship  and
confidence  our  shareholders  have placed in us. Please feel free to contact us
with any questions or comments you may have.

July 28, 2000
                                       2
<PAGE>



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

[GRAPHIC OMITTED]

AVERAGE ANNUAL RETURN                                    6/30/00 VALUES
1 Year         7.18%                Growth Retail          $14,544.35
5 Year          N/A                 S&P 500                $15,519.12
Inception     16.32%




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

 [GRAPHIC OMITTED]

 AVERAGE ANNUAL RETURN                                   6/30/00 VALUES
1 Year         7.52%                Growth Institutional   $29,935.07
5 Year        20.00%                S&P 500                $36,186.59
Inception     17.70%



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, 2000
Growth  Portfolio  Retail  Shares  for the period  January  7, 1998  (inception)
        through June 30, 2000

                                       3
<PAGE>

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

[GRAPHIC OMITTED]

AVERAGE ANNUAL RETURN                                           6/30/00 VALUES
1 Year         3.89%       Government Securities Institutional    $13,459.14
5 Year         5.03%       Merrill Lynch U.S.Treasury Inter-Term  $13,886.64
Inception      4.52%


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

[GRAPHIC OMITTED]

AVERAGE ANNUAL RETURN                                 6/30/00 VALUES
1 Year         3.58%        Government Securities Retail            $10,938.21
5 Year          N/A         Merrill Lynch U.S. Treasury Inter-Term  $11,081.49
Inception      3.71%


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, 2000.
Government Securities  Portfolio  Retail Shares for the period  January 13, 1998
        (inception) through June 30, 2000.

                                      4
<PAGE>

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

[GRAPHIC OMITTED]

AVERAGE ANNUAL RETURN                                       6/30/00 VALUES
1 Year         6.84%             International Institutional       $13,077.00
5 Year          N/A              Morgan Stanley International      $14,406.92
Inception      7.43%



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

[GRAPHIC OMITTED]

AVERAGE ANNUAL RETURN                                   6/30/00 VALUES
1 Year         6.63%            International Retial          $12,274.16
5 Year           N/A            Morgan Stanley International  $14,203.13
Inception      8.62%


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, 2000. International Portfolio Retail Shares for the
period January 7, 1998 (inception) through June 30, 2000.

                                      5
<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. (the "Fund"),  including the
Growth, Government Securities, and International Portfolios as of June 30, 2000,
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 periods  presented.  These  financial
statements  and  financial  highlights  are  the  responsibility  of the  Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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,  2000,  by  correspondence  with  the  Fund's
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,
2000, 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 periods presented,  in conformity with the
accounting principals generally accepted in the United States of America.



DELOITTE & TOUCHE LLP



Lincoln, Nebraska
July 28, 2000

                                       6
<PAGE>
                                  STRATUS FUND
                            SCHEDULE OF INVESTMENTS
                                 JUNE 30, 2000

                                GROWTH PORTFOLIO

                                                                     PERCENT
                                                                     OF NET
     SHARES           COMMON STOCK - 94.30%              ASSETS       VALUE
     ------           ---------------------              ------       -----

              ADVERTISING AGENCIES                        1.76%
              --------------------
     30,000   Interpublic Group of Companies, Inc.                $1,290,000

              AUDIO/VIDEO TECHNOLOGY                      0.84%
              ----------------------
     10,000   Gemstar International Group Ltd*                       614,531

              BUILDING MATERIALS                          0.74%
              ------------------
     30,000   Masco Corp                                             541,875

              COMPUTER PRODUCTS                           5.68%
              -----------------
     40,000   Emc Corp.                                            3,077,500
     10,000   International Business Machine Corp.                 1,095,625
                                                                   ---------
                                                                   4,173,125

              COMPUTER SOFTWARE                           5.43%
              -----------------
     18,000   Computer Associates International, Inc.                921,375
      4,000   Exodus Communication, Inc.*                            184,250
      2,000   Inktomi Corp.*                                         236,500
     25,000   JD Edwards & Co.*                                      376,563
     22,000   Microsoft Corp.*                                     1,760,000
      8,000   Nvidia Corp*                                           508,500
                                                                   ---------
                                                                   3,987,188

              DIVERSIFIED OPERATIONS                      1.47%
              ----------------------
         20   Berkshire Hathaway, Inc.*                            1,076,000


              ELECTRONICS                                17.49%
              -----------
     14,000   Analog Devices, Inc.*                                1,064,000
     27,000   Applied Materials, Inc.*                             2,446,875
     20,000   BMC Software, Inc.*                                    729,688
     16,000   Intel Corp.                                          2,139,000
     10,000   Molex, Inc.                                            481,250
     48,000   Koninklijke Phillips Electronics                     2,280,000
     11,000   Sanmina, Corp.*                                        940,500
     25,000   Solectron Corp.*                                     1,046,875
     25,000   Texas Instruments, Inc.                              1,717,188
                                                                  ----------
                                                                  12,845,376



                                        7
<PAGE>

                               STRATUS FUND, INC.
                       SCHEDULE OF INVESTMENTS (CONTINUED)
                                GROWTH PORTFOLIO

                                                                     PERCENT
                                                                      OF NET
     SHARES                                              ASSETS       VALUE
     ------                                              ------       -----

              ENTERTAINMENT/LEISURE                       0.53%
              ---------------------
     20,000   Carnival Corp. Class A                               $390,000

              FINANCIAL SERVICES                         10.23%
              ------------------
     24,000   American Express, Co.                               1,251,000
     30,000   Franklin Resources, Inc.                              911,250
     25,000   Citigroup, Inc.                                     1,506,250
     30,000   Freddie Mac                                         1,215,000
     60,000   SLM Holding Corp.                                   2,246,250
     20,000   U.S. Bancorp                                          385,000
                                                                  ---------
                                                                  7,514,750

              FOOD PROCESSING                             0.78%
              ---------------
     30,000   ConAgra, Inc.                                         571,875

              MACHINE/TOOLS                               1.99%
              -------------
     36,000   Dover Corp                                          1,460,250

              MULTIMEDIA                                  1.12%
              ----------
     12,000   Viacom, Inc.*                                         820,500

              MANUFACTURING                               7.37%
              -------------
     30,000   Avon Products, Inc.                                 1,335,000
     12,000   General Electric Co.                                  636,000
     12,000   Illinios Tool Works, Inc.                             684,000
      4,000   JDS Uniphase Corp.*                                   479,500
     48,000   Tyco International Ltd.                             2,274,000
                                                                  ---------
                                                                  5,408,500

              MEDICAL SUPPLIES/SERVICE                    4.05%
              ------------------------
     18,000   Baxter International, Inc.                          1,265,625
     20,000   Cardinal Health, Inc.                               1,480,000
      9,000   Dianon Systems, Inc.*                                 227,250
                                                                  ---------
                                                                  2,972,875

              METALS/MINING                               1.58%
              -------------
     40,000   Alcoa, Inc.                                         1,160,000

              OIL COMPANY-INTEGRATED                      3.96%
              ----------------------
     37,000   Exxon Corp.                                         2,904,500

              OIL COMPANY EXPLORATION & PRODUCTION        2.31%
              ------------------------------------
     30,000   BP Amoco PLC                                        1,696,875



                                        8
<PAGE>

                            STRATUS FUND, INC.
                       SCHEDULE OF INVESTMENTS (CONTINUED)
                             GROWTH PORTFOLIO

                                                                     PERCENT
                                                                     OF NET
     SHARES                                              ASSETS       VALUE
     ------                                              ------       -----

              OFFICE/BUSINESS                             1.55%
              ---------------
     17,000   Avery Dennison Corp.                               $1,141,125

              PHARMACUETICAL/MEDICAL                      5.64%
              ----------------------
     20,000   Biogen, Inc.*                                       1,290,000
     14,000   Bristol Meyers Squibb, Co.                            815,500
     20,000   Johnson & Johnson                                   2,037,500
                                                                  ---------
                                                                  4,143,000

              RETAIL STORE                                6.08%
              ------------
     27,000   Circuit City Stores-Circuit City Group*               896,063
     30,000   Costo Companies, Inc.                                 990,000
     35,000   CVS Corp.                                           1,400,000
     25,000   Lowe's Companies, Inc.                              1,026,563
      4,200   Zale Corp*                                            153,300
                                                                  ---------
                                                                  4,465,926

              SCHOOLS                                     1.14%
              -------
     30,000   Apollo Group, Inc.*                                   840,000

              TELECOMMUNICATIONS                          8.07%
              ------------------
      4,000   Corning, Inc.                                       1,079,500
     60,000   Motorola, Inc.                                      1,743,750
     15,000   Nortel Networks Corp.                               1,023,750
      4,000   Nextel Communications, Inc.*                          244,750
     40,000   MCI Worldcom, Inc.*                                 1,835,000
                                                                  ---------
                                                                  5,926,750

              TELECOMMUNICATIONS EQUIPMENT                2.94%
              ----------------------------
     20,000   Telefonaktiebolaget LM Ericsson                       400,000
     30,000   Nokia Corp.                                         1,498,125
      4,000   Terayon Communication Systems*                        256,936
                                                                  ---------
                                                                  2,155,061

              TRANSPORTATION                              1.55%
              --------------
     60,000   Southwest Airlines Co.                              1,136,250


              Total investment in securities
                (cost $56,719,043)                       94.30% $69,236,332
              Cash equivalents                            3.91%   2,871,230
              Other assets, less liabilities              1.79%   1,317,527
                                                        ------  -----------
              NET ASSETS                                100.00% $73,425,089
                                                        ======  ===========

*Indicates nonincome-producing security


                                        9

<PAGE>

                                  STRATUS FUND
                             SCHEDULE OF INVESTMENTS
                                 JUNE 30, 2000

                         GOVERNMENT SECURITIES PORTFOLIO


                                                  PERCENT
 Principal                                         OF NET
 AMOUNT          U.S. GOVERNMENT SECURITIES        ASSETS        VALUE
 ------          --------------------------        ------        -----

             Government Agency Bonds               23.88%
$1,000,000   Federal National Mtg. Assn. 5.10%  due 11/29/00  $993,480
2,000,000    Federal Home Loan Bond 5.80% due 8/24/01        1,975,072
2,000,000    Federal Home Loan Bond 6.055% due 10/15/02      1,959,376
1,000,000    Federal Home Loan Bond 6.90% due 8/23/04          982,813
2,000,000    Federal National Mtg. Assn. 6.35%  due 6/10/05  1,943,914
                                                             ---------
                                                             7,854,655

             TREASURY NOTES/BONDS                  53.88%
             --------------------
  500,000    U.S. Treasury Note 6.125% due 7/31/00             500,157
  300,000    U.S. Treasury Bill due 9/14/00                    296,551
3,000,000    U.S. Treasury Note 5.75% due 10/31/00           2,995,314
2,000,000    U.S. Treasury Note 5.50% due 12/31/00           1,990,626
3,000,000    U.S. Treasury Note 6.50% due 5/31/01            3,000,939
  500,000    U.S. Treasury Note 6.25% due 10/31/01             498,282
  500,000    U.S. Treasury Note 6.25% due 1/31/02              498,125
2,000,000    U.S. Treasury Note 6.625% due 3/31/02           2,003,750
3,000,000    U.S. Treasury Note 6.25% due 2/15/03            2,991,564
3,000,000    U.S. Treasury Note 5.75% due 8/15/03            2,948,439
                                                            ----------
                                                            17,723,747

             CORPORATE BONDS                       16.45%
             ---------------
1,000,000    Ford Motor Credit 6.70% due 7/16/04               966,326
1,000,000    Northern Trust Company 6.625% due 10/01/03        978,583
1,500,000    Wachovia 6.70% due 6/21/04                      1,464,864
1,000,000    Worldcom 8.00% due 5/15/06                      1,012,238
1,000,000    Walmart 6.55% due 8/10/04                         987,713
                                                             ---------
                                                             5,409,724

             Total investment in securities
                (cost $31,217,413)                 94.21%  $30,988,126
             Cash equivalents                       4.33%    1,423,734
             Other assets, less liabilities         1.46%      480,896
                                                    -----   -----------
             TOTAL NET ASSETS                     100.00%   $32,892,756
                                                  =======   ===========



                                       10
<PAGE>
                                  STRATUS FUND
                             SCHEDULE OF INVESTMENTS
                                 JUNE 30, 2000

                             INTERNATIONAL PORTFOLIO
                                                                         PERCENT
                                                                          OF NET
     SHARES            COMMON STOCK - 95.52%               ASSETS         VALUE
     ------            ---------------------               ------         -----

              CHEMICALS                                     2.67%
              ---------
      5,100   Bayer Ag                                                 $199,463
      3,900   Socquimica Minera de Chili SA ADR                          86,775
                                                                        -------
                                                                        286,238

              COMERCIAL SERVICES                            2.19%
              ------------------
      1,600   Secom Limited ADR                                         234,401

              COMPUTER RELATED                              6.85%
              ----------------
      2,000   Equant NV*                                                 86,000
      2,000   Fujitsu Limited ADR                                       346,876
      2,100   TDK Corp                                                  300,825
                                                                        -------
                                                                        733,701

              DIVERSIFIED OPERATIONS                        8.18%
              ----------------------
      7,919   Barlow Ltd ADR                                             47,656
      8,100   Vivendi Sp ADR                                            143,567
      7,900   Fortis                                                    230,896
     30,400   Invensys                                                  228,040
      1,500   Siemens Ag ADR                                            226,467
                                                                        -------
                                                                        876,626

              ELECTRONICS                                   5.07%
              -----------
      2,200   Epocs Ag                                                  216,700
      1,200   Omron Corp ADR                                            326,649
                                                                        -------
                                                                        543,349

              FINANCIAL SERVICES                           13.30%
              ------------------
      6,000   Allied Irish Banks ADR                                    106,500
      2,500   Barclays Plc ADR                                          250,000
     10,485   Banco Frances Del Rio De La Plata S.A. ADR                226,738
      2,800   Deutsche Bank ADR                                         231,902
      3,050   National Australia Bank Ltd ADR                           252,388
      1,500   Sumitomo Bank ADR                                         184,307
      6,000   Uniao De Bancos Brasileiros S.A.                          172,500
                                                                      ---------
                                                                      1,424,335

                                       11
<PAGE>

                               STRATUS FUND, INC.
                       SCHEDULE OF INVESTMENTS (CONTINUED)
                             INTERNATIONAL PORTFOLIO

                                                                         PERCENT
                                                                          OF NET
     SHARES                                                ASSETS         VALUE
     ------                                                ------         -----

              FOOD PROCESSING                               1.85%
              ---------------
      4,600   Unilever N.V.                                            $197,800

              INDEX SERIES                                  1.12%
              ------------
      4,600   Webs-Italy Index Series*                                  119,600

              INSURANCE                                     2.45%
              ---------
      3,300   Axa Spon ADR*                                             262,556

              MANUFACTURING                                 2.29%
              -------------
      5,800   Fuji Photo Film                                           245,775

              MEDICAL SUPPLIES/SERVICES                     5.03%
              -------------------------
        700   Banyu Pharmacuetical Ltd ADR                              343,379
      2,000   Roche Holdings Ltd ADR*                                   195,318
                                                                        -------
                                                                        538,697

              METALS/MINING                                 3.34%
              -------------
      3,450   Rio Tinto PLC                                             225,113
      8,000   SKF AB Spon ADR                                           133,000
                                                                        -------
                                                                        358,113

              OIL EXPLORATION/PRODUCTION                    6.57%
              --------------------------
      4,000   Eni Spa ADR                                               232,750
      4,500   Shell Transport & Trading Company ADR                     224,719
      3,200   Total SA Fina ADR                                         245,800
                                                                        -------
                                                                        703,269

              OIL COMPANY-INTEGRATED                        3.36%
              ----------------------
     11,900   Petroleo Brasileiro ADR                                   359,517

              PHARMACEUTICAL/MEDICAL                        3.44%
              ----------------------
      9,200   Novartis AG ADR                                           368,000

              PUBLISHING/PRINTING                           2.35%
              -------------------
     10,200   Elsevier NV Spon ADR                                      251,813


                                       12
<PAGE>

                               STRATUS FUND, INC.
                       SCHEDULE OF INVESTMENTS (CONTINUED)
                             INTERNATIONAL PORTFOLIO

                                                                         PERCENT
                                                                          OF NET
     SHARES                                                ASSETS         VALUE
     ------                                                ------         -----
              REAL ESTATE                                   2.49%
              -----------
     24,958   City Developments Ltd ADR                                 $96,715
     15,400   Chueng Kong Group Ltd ADR                                 170,396
                                                                        -------
                                                                        267,111
              RETAIL STORE
      9,884   Wal-Mart De Mexico*                           3.96%       231,958
      5,000   Mauri Co. Ltd ADR*                                        191,869
                                                                        -------
                                                                        423,827

              TELECOMMUNICATIONS                           13.63%
              ------------------
      5,900   Cia de Telecommunications de Chile Sa ADR*                106,938
      8,000   Ericsson Tel ADR                                          160,000
      2,600   Magyar Tavkozlesi Rt.                                      89,538
      2,000   Nokia Oyj                                                  99,875
        800   NTT Mobile Communications Network, Inc.                   108,505
      6,400   Telecom Corporation of New Zealand Ltd.                   180,000
      3,000   Swisscom AG                                               105,750
      4,100   Sonera                                                    188,600
      2,000   Telecom Italia ADR                                        275,125
      3,500   Vodaphone Airtouch PLC                                    145,031
                                                                      ---------
                                                                      1,459,362

              TRANSPORTATION                                1.45%
              --------------
      9,100   Peninsular & Orient Steam Navagation Co.                  155,122

              UTLITIES-ELECTRIC                             1.84%
              -----------------
      5,900   Scottishpower Plc ADR                                     197,281

              UTILITIES-TELECOM                             2.09%
              -----------------
      3,500   Telefonica S.A.*                                          224,216

              Total investment in securities
                  (cost $9,549,294)                        95.52%   $10,230,709
              Cash equivalents                              4.27%       457,430
              Other Assets, less liabilities                0.21%        22,351
                                                            -----   -----------
              TOTAL NET ASSETS                            100.00%   $10,710,490
                                                          =======   ===========

* Indicates non-income producing security.




                                       13
<PAGE>
<TABLE>
<CAPTION>

                               STRATUS FUND, INC.
                       STATEMENT OF ASSETS AND LIABILITIES
                                 JUNE 30, 2000



                                                                                 GOVERNMENT
                                                                     GROWTH      SECURITIES  INTERNATIONAL
Assets:                                                             PORTFOLIO    PORTFOLIO     PORTFOLIO
                                                                  -------------- ------------- -----------
<S>                                                                   <C>           <C>         <C>
   Investments in securities, at market value
    (cost $56,719,043, $31,217,413 and $9,549,294)                  $69,236,332   $30,988,126 $10,230,709
   Cash equivalents                                                   2,871,230     1,423,734     457,430
   Accrued interest and dividends receivable                             31,010       489,468      24,573
   Receivable for securities sold                                     1,843,850          -           -
   Receivable for fund shares sold                                       34,156        19,967      16,204
                                                                    -----------   ----------- -----------
       Total assets                                                  74,016,578    32,921,295 $10,728,916
                                                                    ===========   =========== ===========

LIABILITIES:
   Accrued expenses, including investment
     management and distribution expense payable to
     adviser, administrator and distributor (note 3)                     63,547        20,986      16,329
   Payable for securities purchased                                     521,434          -             17
   Commissions payable for fund shares sold                                 128          -           -
   Payable for fund shares redeemed                                       6,380         7,553       2,080
                                                                       --------       -------      ------
       Total liabilities                                                591,489        28,539      18,426
                                                                       --------       -------      ------
NET ASSETS APPLICABLE TO OUTSTANDING CAPITAL STOCK                  $73,425,089   $32,892,756 $10,710,490
                                                                   ============  ============ ===========

NET ASSETS ARE REPRESENTED BY:
   Capital stock outstanding, at par (note 5)                            $4,081        $3,411        $937
   Additional paid-in capital                                        54,895,190    33,701,472   9,532,157
   Accumulated undistributed net investment income (loss)                 1,883          -            372
   Accumulated net realized gain/(loss) on investments                6,006,646      (582,840)    495,609
   Unrealized appreciation (depreciation) (note 4)                   12,517,289      (229,287)    681,415
                                                                    -----------   -----------   ---------
       Total net assets applicable to shares outstanding            $73,425,089   $32,892,756 $10,710,490
                                                                   ============  ============ ===========

SHARES OUTSTANDING AND NET ASSET VALUE PER SHARE
   Institutional Shares of Capital Stock Outstanding                  3,979,872     3,387,022     923,250
   Net Asset Value and offering price per share - Institutional Shares   $17.99         $9.64      $11.43
                                                                         ======         =====      ======
   Retail Shares of Capital Stock Outstanding                           101,352        24,182      13,551
   Net Asset Value per share - Retail Shares                             $17.93         $9.64      $11.44
                                                                         ======         =====      ======
   Maximum sales charge (note 3)                                           4.5%          3.0%        4.5%
   Maximum offering price per share                                      $18.77         $9.94      $11.98
                                                                         ======         =====      ======

   See accompanying notes to financial statements.

</TABLE>


                                       14

<PAGE>
<TABLE>
<CAPTION>


                               STRATUS FUND, INC.
                             STATEMENT OF OPERATIONS
                            YEAR ENDED JUNE 30, 2000


                                                                     GOVERNMENT
                                                           GROWTH    SECURITIES INTERNATIONAL
                                                          PORTFOLIO   PORTFOLIO   PORTFOLIO
                                                          ---------- ----------- ------------
<S>                                                        <C>       <C>           <C>
Investment income:
   Dividends                                               $432,941  $     -       $211,172
   Interest                                                 322,912    1,981,907     29,126
                                                           --------   ----------   --------
        Total investment income                             755,853    1,981,907    240,298
                                                           --------   ----------   --------

EXPENSES (NOTE 3):
   Investment advisory fees                                 504,459      160,122    126,705
   Administration Fees                                      168,122       80,040     27,525
   Distribution Expenses                                      4,447          619        495
   Accounting                                                11,812        7,992      6,139
   Securities Pricing                                         7,286          184      8,416
   Other operating expenses                                  52,063       22,260     10,145
                                                            -------      -------    -------
       Total expenses                                       748,189      271,217    179,425
                                                            -------     --------    -------
        Net investment income                                 7,664    1,710,690     60,873
                                                             ======   ==========     ======

REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (NOTE 4):
   Net realized gain (loss)                               8,413,170      (42,576)   863,790
   Net unrealized appreciation (depreciation)
        Beginning of period                              15,273,353      195,132   (859,319)
        Unrealized appreciation (depreciation) of
          securities received in tax-free
          exchange (note 6)                                 650,369       (8,220)      -
        End of period                                    12,517,289     (229,287)   681,415
                                                         ----------    ---------   --------
          Net unrealized depreciation                    (3,406,433)    (416,199)  (177,904)
                                                        -----------    ---------   --------
          Net realized and unrealized gain (loss)
            on investments                                5,006,737     (458,775)   685,886
                                                         ----------    ---------    -------

NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS                             $5,014,401   $1,251,915   $746,759
                                                        ===========   ==========   ========

   See accompanying notes to financial statements.

</TABLE>

                                       15
<PAGE>
<TABLE>
<CAPTION>

                               STRATUS FUND, INC.
                       STATEMENT OF CHANGES IN NET ASSETS
                       YEARS ENDED JUNE 30, 2000 AND 1999

                                                                                          GOVERNMENT
                                                                GROWTH                    SECURITIES
                                                               PORTFOLIO                   PORTFOLIO
                                               ----------------------------- --------------------------
                                                 YEAR ENDED     YEAR ENDED     YEAR ENDED    YEAR ENDED
                                               JUNE 30, 2000  JUNE 30, 1999  JUNE 30, 2000  JUNE 30, 1999
                                               --------------------------------------------------------
<S>                                                  <C>           <C>        <C>           <C>
Operations:
   Net investment income                             $7,664        $191,951   $1,710,690    $1,539,461
   Net realized gain on investments               8,413,170       7,852,458      (42,576)        4,501
   Unrealized appreciation (depreciation)        (3,406,433)      1,026,187     (416,199)     (241,357)
                                               ------------   -------------  -----------   -----------
        Net increase in net assets
          resulting from operations               5,014,401       9,070,596    1,251,915     1,302,605
                                               -------------  ------------- ------------   -----------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
   Net investment income:
        Institutional Class                           5,966         192,811    1,700,612     1,533,764
        Retail Class                                      -             201       10,454         8,326
                                               ------------  -------------- ------------  ------------
                                                      5,966         193,012    1,711,066     1,542,090
   Net realized gains
        Institutional Class                       9,343,864       5,324,844            -             -
        Retail Class                                197,369          85,354            -             -
                                               ------------  -------------- ------------  ------------
                                                  9,541,233       5,410,198            -             -
                                               ------------  -------------- ------------  ------------
          Total Distributions                     9,547,199       5,603,210    1,711,066     1,542,090
                                               ------------  -------------- ------------  ------------

CAPITAL SHARE TRANSACTIONS (NOTE 5):
   Proceeds from sales                            8,937,426      11,447,294    8,998,648    10,167,190
   Net assets from tax-free exchange (note 6)     5,346,056               -    1,879,575             -
   Payment for redemptions                      (10,371,944)    (17,142,994)  (8,538,126)  (12,344,732)
   Reinvestment of net investment
     income and net realized gain distributions
     at net asset value                           7,742,418       4,651,155    1,523,304     1,398,687
                                               ------------  -------------- ------------  ------------
        Total increase (decrease) from capital
          share transactions                     11,653,956      (1,044,545)   3,863,401      (778,855)
                                               ------------  -------------- ------------  ------------
       Total increase (decrease) in net assets    7,121,158       2,422,841    3,404,250    (1,018,340)

NET ASSETS:
   Beginning of period                           66,303,931      63,881,090   29,488,506    30,506,846
                                              -------------  -------------- ------------  ------------
   End of period                                $73,425,089     $66,303,931  $32,892,756   $29,488,506
                                              =============  ============== ============  ============


   See accompanying notes to financial statements.
</TABLE>

                                       16

<PAGE>

                             STRATUS FUND, INC.
                     STATEMENT OF CHANGES IN NET ASSETS
                     YEARS ENDED JUNE 30, 2000 AND 1999




                                                       INTERNATIONAL
                                                         PORTFOLIO
                                              -------------------------------
                                                 YEAR ENDED     YEAR ENDED
                                               JUNE 30, 2000  JUNE 30, 1999
                                              -------------------------------

Operations:
    Net investment income                           $60,873          $51,642
    Net realized gain on investments                863,790          689,531
    Unrealized depreciation                        (177,904)        (682,947)
                                              -------------  ---------------
         Net increase in net assets
           resulting from operations                746,759           58,226
                                              -------------  ---------------

Distributions to shareholders from:
    Net investment income:
         Institutional Class                         60,225           51,751
         Retail Class                                   428              237
                                              -------------  ---------------
                                                     60,653           51,988
    Net realized gains
         Institutional Class                        838,671          204,146
         Retail Class                                12,343            3,025
                                              -------------  ---------------
                                                    851,014          207,171
                                              -------------  ---------------
           Total Distributions                      911,667          259,159
                                              -------------  ---------------

Capital share transactions (note 5):
    Proceeds from sales                           1,654,005        2,843,478
    Payment for redemptions                      (2,922,406)      (3,136,480)
    Reinvestment of net investment
      income and net realized gain distributions
      at net asset value                            789,037          249,768
                                              -------------  ---------------
         Total decrease from capital
           share transactions                      (479,364)         (43,234)
                                              -------------  ---------------
        Total decrease in net assets               (644,272)        (244,167)

Net Assets:
    Beginning of period                          11,354,762       11,598,929
                                              -------------  ---------------
    End of period                               $10,710,490      $11,354,762
                                              =============  ===============

    See accompanying notes to financial statements.

                                       17
<PAGE>
<TABLE>
<CAPTION>

                               STRATUS FUND, INC.
                              FINANCIAL HIGHLIGHTS
                        YEAR ENDED JUNE 30, 2000 AND THE
              YEARS ENDED JUNE 30, 1999, 1998, 1997 AND 1996

                                                                   GROWTH PORTFOLIO- INSTITUTIONAL CLASS
                                                  ----------------------------------------------------------------
                                                          2000          1999         1998       1997        1996
                                                          ----          ----         ----       ----        ----
<S>                                                      <C>           <C>          <C>        <C>         <C>
Net asset value:
    Beginning of period                                  $19.51        $18.53       $17.07     $13.67      $11.47
                                                         ------        ------       ------     ------      ------
    Income from investment operations:
         Net investment income                             0.00          0.06         0.11       0.22        0.23
         Net realized and unrealized gain (loss)
           on investments                                  1.31          2.53         3.45       3.99        2.36
                                                          -----         -----        -----      -----       -----
    Total income from investment operations                1.31          2.59         3.56       4.21        2.59
                                                          -----         -----        -----      -----       -----

    Less distributions:
    Dividends from net investment income                   0.00         (0.06)       (0.11)     (0.22)      (0.22)
    Distribution from capital gains                       (2.83)        (1.55)       (1.99)     (0.59)      (0.17)
                                                          ------        ------       ------     ------      ------
         Total distributions                              (2.83)        (1.61)       (2.10)     (0.81)      (0.39)
                                                          ------        ------       ------     ------      ------

         End of period                                   $17.99        $19.51       $18.53     $17.07 (a)  $13.67
                                                         ------        ------       ------     ------      ------

TOTAL RETURN:                                             7.52%        16.34%       22.29%      32.6% (a)   22.6%
                                                          -----        ------       ------      -----       -----

RATIOS/SUPPLEMENTAL DATA:
    Net assets, end of period                       $71,607,938   $65,011,189   63,096,914 46,189,099  24,627,983
    Ratio of expenses to average net assets               1.11%         1.05%        0.76%      0.72%       0.71%
    Ratio of net income to average net assets             0.02%         0.31%        0.18%      1.46%       1.78%
    Portfolio turnover rate                             178.43%       194.23%      137.03%     88.53%      92.72%

(a) EXCLUDES MAXIMUM SALES LOAD OF 4%
(b) TOTAL RETURN IS NOT ANNUALIZED.

</TABLE>


                                       18
<PAGE>
<TABLE>
<CAPTION>
                                      STRATUS FUND, INC.
                                   FINANCIAL HIGHLIGHTS
                             YEAR ENDED JUNE 30, 2000 AND THE
              JANUARY 7, 1998 (COMMENCEMENT OF CLASS SHARES) TO JUNE 30, 1998


                                                           Growth Portfolio- Retail Class

                                                2000           1999    Period Ended June 30, 1998
                                                ----           ----    --------------------------
<S>                                            <C>           <C>               <C>
Net asset value:
    Beginning of period                        $19.51        $18.52            $15.86
    Income from investment operations:
         Net investment income                  (0.05)         0.00              0.04
         Net realized and unrealized gain
           on investments                        1.31          2.47              2.66
    Total income from investment operations      1.26          2.47              2.70

    Less distributions:
    Dividends from net investment income         0.00          0.00             (0.04)
    Distribution from capital gains             (2.84)        (1.48)             0.00
         Total distributions                    (2.84)        (1.48)            (0.04)

         End of period                         $17.93        $19.51 (a)        $18.52 (a)

Total return:                                   7.18%        16.09% (a)        16.89% (a)(b)

Ratios/Supplemental data:
    Net assets, end of period              $1,817,151    $1,292,742          $784,176
    Ratio of expenses to average net assets     1.41%         1.35%             1.50% (c)
    Ratio of net income to average net assets  -0.28%         0.01%             0.13% (c)
    Portfolio turnover rate                   178.43%       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.
</TABLE>




                                       19
<PAGE>
<TABLE>
<CAPTION>

                              STRATUS FUND, INC.
                             FINANCIAL HIGHLIGHTS
                       YEAR ENDED JUNE 30, 2000 AND THE
            YEARS ENDED JUNE 30, 1999, 1998, 1997, AND 1996


                                                          GOVERNMENT SECURITIES PORTFOLIO- INSTITUTIONAL CLASS

                                                              2000          1999        1998     1997       1996
                                                              ----          ----        ----     ----       ----
<S>                                                          <C>           <C>         <C>      <C>        <C>
Beginning of period                                          $9.79         $9.88       $9.72    $9.64      $9.77
                                                             -----         -----       -----    -----      -----
Income (loss) from investment operations:
     Net investment income                                    0.52          0.51        0.51     0.51       0.49
     Net realized and unrealized gain (loss)
       on investments                                        (0.15)        (0.09)       0.16     0.08      (0.13)
                                                             ------        -----       -----    -----      ------
Total income (loss) from investment operations                0.37          0.42        0.67     0.59       0.36
                                                              ----         -----       -----    -----      -----

Less distributions from
     net investment income                                   (0.52)        (0.51)      (0.51)   (0.51)     (0.49)
                                                             ------        ------      ------   ------     ------

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

                                                             3.89%         4.33%       7.04%     6.3% (a)   3.7%
                                                             -----         -----       -----     ----       ----


Net assets, end of period                              $32,659,584   $29,321,012  30,367,682 26,533,869 23,043,163
Ratio of expenses to average net assets                      0.85%         0.80%       0.82%      0.71%      0.69%
Ratio of net income to average net assets                    5.35%         5.13%       5.17%      5.21%      5.04%
Portfolio turnover rate                                     30.55%        18.66%       2.07%     27.20%     40.61%
</TABLE>



                                       20
<PAGE>
<TABLE>
<CAPTION>

                               STRATUS FUND, INC.
                              FINANCIAL HIGHLIGHTS
                  YEAR ENDED JUNE 30, 2000 AND THE JANUARY 13,
              1998 (COMMENCEMENT OF CLASS SHARES) TO JUNE 30, 1998


                                                                       GOVERNMENT SECURITIES- RETAIL CLASS

                                                               2000          1999      PERIOD ENDED JUNE 1998
                                                               ----          ----      ----------------------
<S>                                                           <C>             <C>              <C>
NET ASSET VALUE:
    Beginning of period                                       $9.79           $9.89            $9.97
                                                              -----          ------            -----
    Income from investment operations:
         Net investment income                                 0.49            0.48             0.25
         Net realized and unrealized gain (loss)
           on investments                                     (0.15)          (0.09)           (0.08)
                                                              -----           -----            -----
    Total income from investment operations                    0.34            0.39             0.17
                                                              -----           -----            -----

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

         End of period                                        $9.64           $9.79            $9.89
                                                              -----           -----            -----

TOTAL RETURN:                                                 3.58%           3.96%  (a)       1.58% (a)(b)
                                                              -----           -----            -----

RATIOS/SUPPLEMENTAL DATA:
    Net assets, end of period                              $233,172        $167,494         $139,164
    Ratio of expenses to average net assets                   1.15%           1.10%            1.21% (c )
    Ratio of net income to average net assets                 5.05%           4.83%            5.49% (c )
    Portfolio turnover rate                                  30.55%          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.
</TABLE>

                                       21
<PAGE>
<TABLE>
<CAPTION>

                               STRATUS FUND, INC.
                              FINANCIAL HIGHLIGHTS
                     YEARS ENDED JUNE 30, 2000, 1999 AND 1998
                AND THE PERIOD FROM OCTOBER 1, 1996 (COMMENCEMENT
                        OF CLASS SHARES) TO JUNE 30, 1997

                                                              INTERNATIONAL PORTFOLIO- INSTITUTIONAL CLASS
                                                      -----------------------------------------------------------
                                                       2000            1999            1998   PERIOD ENDED JUNE 30, 1997
                                                       ----            ----            ----   --------------------------
<S>                                                   <C>             <C>             <C>             <C>
Net asset value:
    Beginning of period                               $11.62          $11.75          $11.22          $10.00
                                                      ------          ------          ------          ------
    Income from investment operations:
         Net investment income                          0.06            0.05            0.02            0.15
         Net realized and unrealized gain
           on investments                               0.71            0.09            0.64            1.22
                                                       -----           -----           -----            ----
    Total income from investment
         operations                                     0.77            0.14            0.66            1.37
                                                       -----           -----           -----            ----

    Less distributions:
         Dividends from net investment income          (0.06)          (0.05)          (0.02)          (0.15)
         Distributions from capital gains              (0.90)          (0.22)          (0.11)           0.00
                                                       ------          ------          ------           ----
      Total Distributions                              (0.96)          (0.27)          (0.13)          (0.15)
                                                       ------          ------          ------         ------

    End of period                                     $11.43          $11.62          $11.75          $11.22 (a)
                                                      ------          ------          ------          ------

TOTAL RETURN:                                          6.84%           1.40%           6.27%          18.20% (a) (b)
                                                       -----           -----           -----          ------

RATIOS/SUPPLEMENTAL DATA:
    Net assets, end of period                    $10,555,525     $11,182,332     $11,473,772     $10,431,107
    Ratio of expenses to average net assets            1.62%           1.53%           1.65%           1.48% (b)
    Ratio of net income to average net assets          0.56%           0.49%           0.21%           1.89% (b)
    Portfolio turnover rate                           54.31%          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.
</TABLE>


                                       22

<PAGE>
<TABLE>
<CAPTION>

                               STRATUS FUND, INC.
                              FINANCIAL HIGHLIGHTS
               YEAR ENDED JUNE 30, 2000, 1999 AND THE PERIOD FROM
         JANUARY 7, 1998 (COMMENCEMENT OF CLASS SHARES) TO JUNE 30, 1998


                                                        INTERNATIONAL PORTFOLIO - RETAIL CLASS
                                                       ------------------------------------------
                                                               2000        1999  PERIOD ENDED JUNE 30, 1998
                                                               ----        ----  --------------------------
<S>                                                          <C>           <C>           <C>
NET ASSET VALUE:
    Beginning of period                                      $11.62        $11.75        $10.33
                                                             ------       -------        ------
    Income from investment operations:
         Net investment income                                 0.03          0.02          0.03
         Net realized and unrealized gain (loss)
           on investments                                      0.70          0.09          1.42
                                                              -----         -----          ----
    Total income from investment operations                    0.73          0.11          1.45
                                                              -----         -----          ----

    Less distributions:
    Dividends from net investment income                      (0.03)        (0.02)        (0.03)
    Distribution from capital gains                           (0.88)        (0.22)         0.00
                                                              ------        ------         ----
         Total distributions                                  (0.91)        (0.24)        (0.03)
                                                              ------        ------       ------

         End of period                                       $11.44 (a)    $11.62 (a)    $11.75 (a)
                                                             ------        ------        ------

TOTAL RETURN:                                                 6.63% (a)     1.07% (a)     13.88% (a)(b)
                                                              -----         -----        ------

RATIOS/SUPPLEMENTAL DATA:
    Net assets, end of period                              $154,965      $172,430      $125,157
    Ratio of expenses to average net assets                   1.93%         1.83%          1.94% (c )
    Ratio of net income to average net assets                 0.25%         0.19%          0.27% (c )
    Portfolio turnover rate                                  54.31%        40.00%         52.92%

(a) EXCLUDES MAXIMUM SALES LOAD OF 4.5%
(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.
</TABLE>


                                       23
<PAGE>


                               STRATUS FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000

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, 2000,  the following  series are presently  authorized  and have shares
     outstanding.

        Growth Portfolio
        Government
         Securities 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
     accounting  principles  generally accepted in the United States of America,
     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.

                                       24
<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  and  International   Portfolios  are  authorized  to  purchase
     exchange-traded  put and call  options.  At June 30,  2000,  the Growth 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.

     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

                                       25
<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   Portfolio  has  an  unused   capital  loss  carry  forward  of
     approximately  $534,000  available for federal  income tax purposes at June
     30, 2000. The losses begin expiring in 2003.

     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  Portfolio declares dividends monthly and the Growth
     and International Portfolios declare dividends semi-annually. The dividends
     declared  become  payable  immediately.  Net  realized  gains,  if any, are
     distributed annually.

     CASH EQUIVALENTS
     Cash  equivalents  consist of money  market funds which  declare  dividends
     daily.  As  of  June  30,  2000,  the  average  yield  on  such  funds  was
     approximately 5.6%.

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  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%
               International                          1.15%


                                       26
<PAGE>



                               STRATUS FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS

3.   FEES, EXPENSES AND RELATED PARTY TRANSACTIONS (CONTINUED)

     The Fund and each of its Portfolios  have retained  UBATCO as the custodian
     of the Fund's investments.

     The Fund and  each of its  Portfolios  have  retained  Adminisystems,  Inc.
     (formerly 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.  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 and International portfolios include a
     maximum sales charge of 4.5%.  Retail shares for the Government  Securities
     portfolio  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 .50% per annum of
     the fund's average daily net assets.  The  Distributor  received $4,839 and
     paid out $3,275 of this  amount as  commissions  and  dealer  reallowances.
     Institutional  shares for all  portfolios  are not charged sales charges or
     12b-1 fees.



                                       27
<PAGE>



                               STRATUS FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS

3.   FEES, EXPENSES AND RELATED PARTY TRANSACTIONS (CONTINUED)
     Under the terms of the advisory, administrative and distribution agreements
     outlined above, the Portfolios collectively incurred $791,285; $275,687 and
     $5,561 for such services.  All of the amount paid to the Distributor was to
     Union Bank & Trust Company under a Dealer Service Agreement.

     At  June  30,  2000,  the  following   accrued   investment   advisory  and
     administrative fees were payable to the Adviser and Administrator.

                                   Payable to  Payable to     Payable
                                    Adviser  Administrator to Distributor  Total
                                    -------  ------------- --------------  -----
     Growth Portfolio               $45,961     $15,320          $446    $61,727
     Government Securities Portfolio 13,474       6,709            60     20,243
     International Portfolio         10,094       2,178            41     12,313

     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, 2000, 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.

     At June 30,  2000,  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                378,678   $6,812,416
        Government Securities Portfolio Institutional Class 328,034    3,162,245
        International Portfolio Institutional Class          94,096    1,075,521

                                     28
<PAGE>


                               STRATUS FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS

3.   FEES, EXPENSES AND RELATED PARTY TRANSACTIONS (CONTINUED)

     At June 30,  2000,  UBATCO held,  in nominee  name,  the  following in each
     Portfolio:
                                                         SHARES          VALUE
                                                         ------          -----
        Growth Portfolio Institutional Class            3,967,346    $71,382,792
        Growth Portfolio Retail Class                      82,471      1,478,701
        Government Securities Portfolio
             Institutional Class                        3,381,575     32,598,387
        Government Securities Portfolio Retail Class       23,086        222,549
        International Portfolio Institutional Class       922,294     10,541,824
        International Portfolio Retail Class               13,516        154,625

4.   SECURITIES TRANSACTIONS
     Purchases of securities and proceeds from sales of  investments,  excluding
     short-term investments, were as follows for each Portfolio:

                                                PURCHASES OF     PROCEEDS
                                                 SECURITIES     FROM SALES
                                                 ----------     ----------
     Growth Portfolio                         $109,728,080    $110,944,075
     Government Securities Portfolio             8,252,092       7,157,320
     International Portfolio                     5,833,988       7,786,617

     At June 30, 2000,  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                           $15,868,326          $3,351,037
      Government Securities Portfolio                 46,122             275,409
      International Portfolio                      1,674,630             993,215

     At June 30,  2000,  the cost of  investment  securities  is  identical  for
     financial reporting and income tax purposes.


                                       29

<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  and  the
     International Portfolio.

     Transactions  in the capital stock of each  Portfolio for the twelve months
     ended June 30, 2000 were as follows:
                                                  GROWTH             GROWTH
                                                 PORTFOLIO          PORTFOLIO
                                           INSTITUTIONAL SHARES   RETAIL SHARES
                                           --------------------   -------------
         Transactions in shares:
           Shares sold                         459,558.375         27,001.529
           Shares issued in exchage            302,353.320         10,377.575
           Shares redeemed                    (551,626.179)       (13,773.616)
           Reinvested dividends                438,128.451         11,481.315
                                               -----------       ------------
           Net increase/(decrease)             648,413.967         35,086.803
                                               ===========        ===========
         Transactions in dollars:
            Dollars sold                    $    8,442,117           $495,309
            Net asset transferred in exchange    5,170,242            175,814
            Dollars redeemed                   (10,116,624)          (255,320)
                Reinvested dividends             7,545,048            197,369
                                               -----------            -------
                Net increase/(decrease)         11,040,783            613,172
                                               ===========            =======

                                                GOVERNMENT         GOVERNMENT
                                                SECURITIES         SECURITIES
                                                PORTFOLIO          PORTFOLIO
                                           INSTITUTIONAL SHARES   RETAIL SHARES
                                           --------------------   -------------
         Transactions in shares:
           Shares sold                         921,868.962          4,895.135
           Shares issued in exchange           194,626.321          1,505.077
           Shares redeemed                    (881,084.993)          (380.438)
           Reinvested dividends                156,397.247          1,052.083
                                              ------------       ------------
           Net increase/(decrease)             391,807.537          7,071.857
                                              ============       ============
         Transactions in dollars:
            Dollars sold                       $ 8,968,568            $30,080
            Net assets transferred in exchange   1,864,520             15,055
            Dollars redeemed                    (8,534,419)            (3,706)
                Reinvested dividends             1,513,130             10,173
                                                 ---------             ------
            Net increase/(decrease)              3,811,799             51,602
                                                ==========            =======

                                       30
<PAGE>

                               STRATUS FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS

5.     CAPITAL SHARE TRANSACTIONS (CONTINUED)


                                               INTERNATIONAL      INTERNATIONAL
                                                 PORTFOLIO          PORTFOLIO
                                           INSTITUTIONAL SHARES   RETAIL SHARES
                                           --------------------   -------------
         Transactions in shares:
           Shares sold                         142,411.157          1,726.764
           Shares redeemed                    (250,633.107)        (4,089.136)
           Reinvested dividends                 69,038.146          1,072.963
                                              ------------        -----------
           Net decrease                        (39,183.804)        (1,289.409)
                                              ============        ===========
         Transactions in dollars:
            Dollars sold                        $1,633,897            $20,108
            Dollars redeemed                    (2,875,852)           (46,554)
                Reinvested dividends               776,983             12,054
                                                 ---------            -------
              Net decrease                        (464,972)           (14,392)
                                                 =========            =======

6.   FUND MERGERS

     On May 26, 2000 the net assets of the Capital Appreciation and Intermediate
     Government Bond portfolios were  reorganized into the Growth and Government
     Securities  portfolios  respectively in  transactions  accounted for as tax
     free  exchanges.  The fair value  value of the net assets  received  by the
     Growth  portfolio was  $5,346,056,  including  unrealized  appreciation  of
     $650,369. The fair value value of the net assets received by the Government
     Securities portfolio was $1,879,575,  including unrealized  depreciation of
     $8,220.

                                       31


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