LEGENDS FUND INC
N-30D, 1995-08-31
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                                 JUNE 30, 1995

                                 ANNUAL REPORT





                             THE LEGENDS FUND, INC.



                          PRINCIPAL OFFICE LOCATED AT:
                          200 EAST WILSON BRIDGE ROAD
                            WORTHINGTON, OHIO 43085

<PAGE>
                             The Legends Fund, Inc.

                                 Annual Report

                                 June 30, 1995


                                    CONTENTS


President's Letter.............................................................1

Report of Independent Auditors.................................................2
Financial Statements, Financial Highlights, and Schedules of
   Investments:
     Renaissance Balanced Portfolio............................................3
     Zweig Asset Allocation Portfolio.........................................10
     Nicholas-Applegate Balanced Portfolio....................................24
     Harris Bretall Sullivan & Smith Equity Growth Portfolio..................33
     Dreman Value Portfolio...................................................41
     Zweig Equity (Small Cap) Portfolio.......................................49
     Mitchell Hutchins Fixed Income Portfolio.................................73
     Mitchell Hutchins Money Market Portfolio.................................80
     Morgan Stanley Asian Growth Portfolio....................................87
     Morgan Stanley Worldwide High Income Portfolio...........................96
Notes to Financial Statements................................................103
Portfolio Performance........................................................110







THIS REPORT AND THE FINANCIAL  STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR THE
GENERAL  INFORMATION  OF  THE  SHAREHOLDERS  OF THE  FUND.  THIS  REPORT  IS NOT
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED
OR  ACCOMPANIED  BY AN  EFFECTIVE  PROSPECTUS.  NEITHER  THE FUND NOR  INTEGRITY
FINANCIAL SERVICES,  INC., THE PRINCIPAL  UNDERWRITER FOR FUND SHARES, IS A BANK
AND FUND  SHARES  ARE NOT  BACKED OR  GUARANTEED  BY ANY BANK OR  INSURED BY THE
FEDERAL DEPOSITORY INSURANCE CORPORATION.


<PAGE>

THE LEGENDS FUND, INC.





This Annual Report marks another year of successful  operations  for The Legends
Fund, Inc. (the "Fund").  We welcome the new investors who joined us during this
year and we thank all of our investors for their interest and support.

The Fund  consists  of the  Renaissance  Balanced  Portfolio,  the  Zweig  Asset
Allocation  Portfolio,  the  Nicholas-Applegate  Balanced Portfolio,  the Harris
Bretall  Sullivan & Smith Equity Growth  Portfolio,  the Dreman Value Portfolio,
the Zweig  Equity  (Small Cap)  Portfolio,  the Mitchell  Hutchins  Fixed Income
Portfolio,  the Mitchell  Hutchins  Money Market  Portfolio,  the Morgan Stanley
Asian Growth Portfolio,  and the Morgan Stanley Worldwide High Income Portfolio.
Included in this Annual Report is a discussion of each  Portfolio's  performance
(with the exception of the Mitchell  Hutchins  Money Market  Portfolio)  for the
fiscal year ended June 30, 1995. You will also find detailed  information of the
holdings  of each  Portfolio  as of June 30,  1995,  as well as other  important
financial information.

The  investment  disciplines  of the  Portfolios  within the Fund strive to meet
their objectives to support your investment goals. We appreciate your confidence
and should you desire additional information, we would welcome your inquiries.


Sincerely,

/s/ Edward J. Haines

Edward J. Haines
President
The Legends Fund, Inc.


                                       1
<PAGE>




                         Report of Independent Auditors



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

We have audited the  accompanying  statements of assets and  liabilities  of The
Legends Fund, Inc. (the "Fund")  (comprised of the Renaissance  Balanced,  Zweig
Asset Allocation,  Nicholas-Applegate  Balanced, Harris Bretall Sullivan & Smith
Equity Growth,  Dreman Value, Zweig Equity (Small Cap),  Mitchell Hutchins Fixed
Income,  Mitchell Hutchins Money Market,  Morgan Stanley Asian Growth and Morgan
Stanley   Worldwide  High  Income   portfolios),   including  the  schedules  of
investments,  as of June 30, 1995, the related  statements of operations for the
year then ended and statements of changes in net assets and financial highlights
for the periods  indicated  therein and financial  highlights for fiscal periods
since  1993.  These  financial  statements  and  financial  highlights  are  the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audit. The financial highlights for the period ended June 30, 1993, were audited
by other  auditors  whose report  thereon  dated  August 30, 1993,  expressed an
unqualified opinion.

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 at June 30,
1995,  by  correspondence  with  the  custodian.  As to  uncompleted  securities
transactions,  we performed  other auditing  procedures.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial statements and financial highlights for the years
ended June 30, 1995 and 1994,  referred to above present fairly, in all material
respects,  the financial  position of each of the  portfolios  constituting  The
Legends  Fund,  Inc.  at June 30,  1995,  and the  results of their  operations,
changes in their net assets, and financial highlights for the periods since June
30, 1993, in conformity with generally accepted accounting principles.


                                                          /s/ Ernst & Young LLP

Kansas City, Missouri
August 14, 1995

                                       2
<PAGE>
                         Renaissance Balanced Portfolio

                      Statement of Assets and Liabilities

                                 June 30, 1995


<TABLE>
<S>                                                                                     <C>
ASSETS
Investment in securities, at value (cost $23,959,147)
  (NOTE 1)-See accompanying schedule                                                    $ 25,651,072
Cash                                                                                           5,235
Receivable for investment securities sold                                                  1,167,555
Dividends, interest and other receivables                                                    238,247
                                                                                        ------------
TOTAL ASSETS                                                                              27,062,109

LIABILITIES
Accounts payable and accrued expenses                                                         29,914
                                                                                        ------------
TOTAL LIABILITIES                                                                             29,914
                                                                                        ------------

NET ASSETS                                                                              $ 27,032,195
                                                                                        ============

Net Assets consist of:
  Paid-in capital                                                                       $ 24,724,767
  Undistributed net investment income                                                        914,654
  Undistributed net realized loss on investments                                            (299,151)
  Net unrealized appreciation on investment securities                                     1,691,925
                                                                                        ------------

NET ASSETS, for 2,327,611 shares outstanding                                            $ 27,032,195
                                                                                        ============

NET ASSET VALUE, offering and redemption price per share                                $      11.61
                                                                                        ============
</TABLE>

SEE ACCOMPANYING NOTES.

                                       3
<PAGE>
                         Renaissance Balanced Portfolio

                            Statement of Operations

                            Year Ended June 30, 1995


<TABLE>
<S>                                                                                     <C>
INVESTMENT INCOME
  Dividends                                                                             $  201,586
  Interest                                                                                 963,029
                                                                                        ----------
    Total investment income                                                              1,164,615

EXPENSES (NOTE 2)
  Investment advisory and management fees                                                  167,365
  Custody and accounting fees                                                               57,934
  Professional fees                                                                         14,202
  Directors' fees and expenses                                                               4,950
  Other expenses                                                                             4,556
                                                                                        ----------
    Total expenses                                                                         249,007
                                                                                        ----------  
Net investment income                                                                      915,608

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 1)
  Net realized loss on investments                                                        (299,151)
  Change in unrealized appreciation on investment securities                             2,638,834
                                                                                        ----------
Net realized and unrealized gain on investments                                          2,339,683
                                                                                        ----------

Net increase in net assets resulting from operations                                    $3,255,291
                                                                                        ==========
</TABLE>

SEE ACCOMPANYING NOTES.


                                       4
<PAGE>
                         Renaissance Balanced Portfolio

                      Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                           YEAR ENDED JUNE 30,
                                                                        1995                 1994
                                                                   --------------------------------
<S>                                                                <C>                  <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income                                            $   915,608          $   478,067
  Net realized gain (loss) on investments                             (299,151)             150,527
  Net unrealized appreciation (depreciation)                         2,638,834           (1,119,019)
                                                                   --------------------------------
    Net increase (decrease) in net assets resulting from
      operations                                                     3,255,291             (490,425)

Distributions to shareholders from:
  Net investment income                                               (423,397)            (164,000)
  Net realized gain                                                    (82,603)                   -
                                                                   --------------------------------
    Total distributions to shareholders                               (506,000)            (164,000)

Capital share transactions:
  Proceeds from sales of shares                                      6,487,456           19,755,941
  Proceeds from reinvested distributions                               506,000              164,000
  Cost of shares redeemed                                           (7,756,946)          (2,017,794)
                                                                   --------------------------------
    Net increase (decrease) in net assets resulting from
      share transactions                                              (763,490)          17,902,147
                                                                   --------------------------------
Total increase in net assets                                         1,985,801           17,247,722

NET ASSETS
Beginning of year                                                   25,046,394            7,798,672
                                                                   --------------------------------
End of year (including undistributed net investment income of
  $914,654 and $353,424, respectively)                             $27,032,195          $25,046,394
                                                                   ================================

OTHER INFORMATION
Shares:
  Sold                                                                 603,427            1,835,792
  Issued through reinvestment of distributions                          47,019               14,925
  Redeemed                                                            (731,529)            (190,244)
                                                                   --------------------------------
    Net increase (decrease)                                            (81,083)           1,660,473
                                                                   ================================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       5
<PAGE>
                         Renaissance Balanced Portfolio

                              Financial Highlights

<TABLE>
<CAPTION>
                                                                                         DECEMBER 14,
                                                                                             1992
                                                                                       (COMMENCEMENT OF
                                                 YEAR ENDED          YEAR ENDED           OPERATIONS)
                                                  JUNE 30,            JUNE 30,         THROUGH JUNE 30,
                                                    1995                1994                1993(B)
                                             -----------------------------------------------------------

<S>                                            <C>                <C>                  <C>
SELECTED PER-SHARE DATA
Net asset value, beginning of period           $     10.40        $      10.42         $      10.00
Income from investment operations:
  Net investment income                               0.42                0.20                 0.13
  Net realized and unrealized gain
    (loss) on investments                              .99               (0.11)                0.29
                                             -----------------------------------------------------------
  Total from investment operations                    1.41                0.09                 0.42
Less distributions:
  From net investment income                          (.17)              (0.11)                   -
  From net realized gain                              (.03)                  -                    -
                                             -----------------------------------------------------------
    Total distributions                               (.20)              (0.11)                   -
                                             -----------------------------------------------------------

Net asset value, end of period                 $     11.61        $      10.40         $      10.42
                                             ===========================================================

TOTAL RETURN(A)                                      13.71%               0.73%                7.70%

RATIOS AND SUPPLEMENTAL DATA
  Net assets, end of period                    $27,032,195        $ 25,046,394         $  7,798,672
  Ratio of expenses to average net
    assets(C)                                         0.96%               1.06%                1.24%
  Ratio of net investment income to
    average net assets(C)                             3.53%               2.72%                2.36%
  Portfolio turnover rate                               71%                 85%                  29%
</TABLE>

(A) Total returns are not annualized.

(B) Data expressed as a percentage are annualized as appropriate.

(C) The ratios of  expenses  and net  investment  income to  average  net assets
    before voluntary expense  reimbursement were 2.95% and 0.65%,  respectively,
    for the period December 14, 1992  (commencement of operations)  through June
    30, 1993. (NOTE 2)


                                       6

<PAGE>
                         Renaissance Balanced Portfolio

                            Schedule of Investments

                                 June 30, 1995


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      --------------------------------

<S>                                                                         <C>            <C>
COMMON STOCKS (43.5%)

APPAREL AND OTHER TEXTILE PRODUCTS (2.4%)
  Nike, Inc.                                                                 7,200         $  604,800

CHEMICAL AND ALLIED PRODUCTS (4.2%)
  Eastman Chemical Company                                                   9,000            535,500
  Praxair, Inc.                                                             22,000            550,000
                                                                                           ----------
                                                                                            1,085,500

DEPOSITORY INSTITUTIONS (2.1%)
  NBD Bancorp, Inc.                                                         16,500            528,000

ELECTRONIC AND OTHER ELECTRICAL EQUIPMENT (4.3%)
  General Instrument Corporation*                                           18,200            698,425
  Maytag Corporation                                                        25,500            408,000
                                                                                           ----------
                                                                                            1,106,425

FOOD AND KINDRED PRODUCTS (4.3%)
  Archer Daniels Midland                                                    28,900            538,261
  Conagra, Inc.                                                             15,900            554,512
                                                                                           ----------
                                                                                            1,092,773

FURNITURE AND HOME FURNISHINGS STORES (2.7%)
  Circuit City Stores, Inc.                                                 21,600            683,100

HEALTH SERVICES (2.2%)
  Columbia/HCA Healthcare Corporation                                       13,100            566,575

INDUSTRIAL MACHINERY AND EQUIPMENT (2.3%)
  Dell Computer Corporation*                                                 9,600            577,800

INSTRUMENTS AND RELATED PRODUCTS (2.4%)
  Medtronic, Inc.                                                            8,000            617,000

INSURANCE CARRIERS (3.8%)
  Loews Corporation                                                          5,350            647,350
  US Healthcare, Inc.                                                       11,000            338,250
                                                                                           ----------
                                                                                              985,600
</TABLE>

                                       7

<PAGE>
                         Renaissance Balanced Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES
                                                                         OR PRINCIPAL
                                                                            AMOUNT            VALUE
                                                                      ---------------------------------

<S>                                                                     <C>                <C>
COMMON STOCKS (CONTINUED)

MOTION PICTURES (2.0%)
  Walt Disney Company                                                        9,600         $   534,000

NONDEPOSITORY INSTITUTION (2.2%)
  First USA, Inc.                                                           12,900             572,438

OIL AND GAS EXTRACTION (4.0%)
  Exxon Corporation                                                          7,700             543,813
  Halliburton Company                                                       13,700             489,775
                                                                                           -----------
                                                                                             1,033,588
RAILROAD TRANSPORTATION (2.1%)
  Illinois Central Corporation                                              15,500             534,750

RUBBER AND MISCELLANEOUS PLASTICS PRODUCTS (2.5%)
  Illinois Tool Works, Inc.                                                 11,500             632,500
                                                                                           -----------

TOTAL COMMON STOCKS (Cost $9,701,192)                                                       11,154,849

LONG-TERM DEBT SECURITIES (49.8%)

U.S. GOVERNMENT OBLIGATIONS (36.6%)
  U.S. Treasury Notes, 7.875%, due 11/15/2004                           $  745,000             829,744
  U.S. Treasury Notes, 7.25%, due 8/15/2004                              2,475,000           2,644,760
  U.S. Treasury Notes, 7.25%, due 5/15/2004                              1,835,000           1,959,156
  U.S. Treasury Notes, 5.875%, due 2/15/2004                             1,035,000           1,009,611
  U.S. Treasury Notes, 5.75%, due 8/15/2003                                735,000             712,605
  U.S. Treasury Notes, 6.25%, due 2/15/2003                              2,227,042           2,236,086
                                                                                           -----------
                                                                                             9,391,962

U.S. GOVERNMENT AGENCY-COLLATERALIZED MORTGAGE OBLIGATIONS
  (13.2%)
    Fed. Home Loan Mort. Corp., Var. Rate 4.75% (effective
      6/30/95), due 10/4/96                                              3,400,000           3,378,886
                                                                                           -----------

TOTAL LONG-TERM DEBT SECURITIES (Cost $12,532,580)                                          12,770,848
</TABLE>

                                       8

<PAGE>
                         Renaissance Balanced Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                           PRINCIPAL
                                                                            AMOUNT            VALUE
                                                                      ---------------------------------

<S>                                                                    <C>               <C> 
SHORT-TERM SECURITIES (6.7%)

TIME DEPOSITS (6.7%)
  State Street Bank, 4.90%, due 7/3/95                                 $   1,725,375     $  1,725,375
                                                                                         ------------

TOTAL SHORT-TERM SECURITIES (Cost $1,725,375)
                                                                                            1,725,375
                                                                                         ------------

TOTAL INVESTMENTS (100.0%) (Cost $23,959,147)                                            $ 25,651,072
                                                                                         ============
</TABLE>

* Non-income producing

OTHER INFORMATION:
   Purchases and sales of securities,  excluding short-term securities,  for the
   year  ended  June  30,  1995,   aggregated   $17,145,871   and   $19,088,119,
   respectively.   Net  unrealized  appreciation  for  tax  purposes  aggregated
   $1,691,925,  of which $1,915,475 related to appreciated investment securities
   and $223,550 related to depreciated investment securities. The aggregate cost
   of securities is the same for book and tax purposes.

SEE ACCOMPANYING NOTES.


                                       9

<PAGE>
                        Zweig Asset Allocation Portfolio

                      Statement of Assets and Liabilities

                                 June 30, 1995


<TABLE>
<S>                                                                                    <C>
ASSETS
Investment in securities, at value (cost $32,587,902)
  (NOTE 1)-See accompanying schedule                                                   $  36,764,428
Dividends, interest and other receivables                                                     32,148
                                                                                       -------------
TOTAL ASSETS                                                                              36,796,576

LIABILITIES
Cash overdraft                                                                                16,812
Accounts payable and accrued expenses                                                         43,603
                                                                                       -------------
TOTAL LIABILITIES                                                                             60,415
                                                                                       -------------

NET ASSETS                                                                             $  36,736,161
                                                                                       =============

Net Assets consist of:
  Paid-in capital                                                                      $  31,852,476
  Undistributed net investment income                                                        946,985
  Undistributed net realized loss on investments                                            (244,106)
  Net unrealized appreciation on investment securities and futures
    contracts                                                                              4,180,806
                                                                                       -------------

NET ASSETS, for 2,820,443 shares outstanding                                           $  36,736,161
                                                                                       =============

NET ASSET VALUE, offering and redemption price per share                               $       13.02
                                                                                       =============
</TABLE>

SEE ACCOMPANYING NOTES.

                                       10

<PAGE>
                        Zweig Asset Allocation Portfolio

                            Statement of Operations

                            Year Ended June 30, 1995


<TABLE>
<S>                                                                                     <C>
INVESTMENT INCOME
  Dividends                                                                             $  340,252
  Interest                                                                               1,021,521
                                                                                        ----------
    Total investment income                                                              1,361,773

EXPENSES (NOTE 2)
  Investment advisory and management fees                                                  312,227
  Custody and accounting fees                                                               78,057
  Professional fees                                                                         14,202
  Directors' fees and expenses                                                               4,950
  Other expenses                                                                             5,186
                                                                                        ----------
    Total expenses                                                                         414,622
                                                                                        ----------
Net investment income                                                                      947,151

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 1)
  Net realized gain (loss) on:
    Investment securities                                                                  241,845
    Futures and options contracts                                                         (322,322)
                                                                                        ----------
      Net realized loss                                                                    (80,477)

  Change in unrealized appreciation (depreciation) on:
    Investment securities                                                                3,988,636
    Futures contracts                                                                      (44,095)
                                                                                        ----------
      Change in unrealized appreciation (depreciation)                                   3,944,541
                                                                                        ----------
Net realized and unrealized gain on investments                                          3,864,064
                                                                                        ----------

Net increase in net assets resulting from operations                                    $4,811,215
                                                                                        ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                       11

<PAGE>
                        Zweig Asset Allocation Portfolio

                      Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                           YEAR ENDED JUNE 30,
                                                                        1995                 1994
                                                                      -----------------------------

<S>                                                                   <C>               <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income                                               $   947,151       $   298,043
  Net realized loss on investments                                        (80,477)         (161,851)
  Net unrealized appreciation                                           3,944,541            85,735
                                                                      -----------------------------
    Net increase in net assets resulting from operations
                                                                        4,811,215           221,927

Distributions to shareholders from:
  Net investment income                                                  (248,100)          (64,000)

Capital share transactions:
  Proceeds from sales of shares                                         7,443,090        29,026,779
  Proceeds from reinvested dividends                                      248,100            64,000
  Cost of shares redeemed                                              (7,081,317)       (1,541,077)
                                                                      -----------------------------
    Net increase in net assets resulting from share
      transactions                                                        609,873        27,549,702
                                                                      -----------------------------

Total increase in net assets                                            5,172,988        27,707,629

NET ASSETS
Beginning of year                                                      31,563,173         3,855,544
                                                                      -----------------------------

End of year (including undistributed net investment income of
  $946,985 and $247,934, respectively)                                $36,736,161       $31,563,173
                                                                      =============================

OTHER INFORMATION
Shares:
  Sold                                                                    640,047         2,528,990
  Issued through reinvestment of dividends                                 21,399             5,620
  Redeemed                                                               (598,871)         (133,338)
                                                                      -----------------------------
    Net increase                                                           62,575         2,401,272
                                                                      =============================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       12

<PAGE>
                        Zweig Asset Allocation Portfolio

                              Financial Highlights


<TABLE>
<CAPTION>
                                                                                         DECEMBER 14,
                                                                                             1992
                                                                                       (COMMENCEMENT OF
                                                 YEAR ENDED          YEAR ENDED           OPERATIONS)
                                                  JUNE 30,            JUNE 30,         THROUGH JUNE 30,
                                                    1995                1994                1993(B)
                                             ------------------------------------------------------------

<S>                                            <C>                <C>                  <C>
SELECTED PER-SHARE DATA
Net asset value, beginning of period           $     11.44        $      10.81         $      10.00
Income from investment operations:
  Net investment income                               0.33                0.10                 0.08
  Net realized and unrealized gain on
    investments                                       1.33                0.58                 0.73
                                             ------------------------------------------------------------
  Total from investment operations                    1.66                0.68                 0.81
Less distributions:
  From net investment income                         (0.08)              (0.05)                   -
                                             ------------------------------------------------------------

Net asset value, end of period                 $     13.02        $      11.44         $      10.81
                                             ============================================================

TOTAL RETURN(A)                                      14.57%               6.27%               14.86%

RATIOS AND SUPPLEMENTAL DATA
  Net assets, end of period                    $36,736,161        $ 31,563,173         $  3,855,544
  Ratio of expenses to average net
    assets(C)                                         1.20%               1.39%                1.51%
  Ratio of net investment income to
    average net assets(C)                             2.73%               1.67%                1.40%
  Portfolio turnover rate                               45%                101%                  12%
</TABLE>

(A) Total returns are not annualized.

(B) Data expressed as a percentage are annualized as appropriate.

(C) The ratios of  expenses  and net  investment  income to  average  net assets
    before voluntary expense reimbursement were 4.87% and (1.17%), respectively,
    for the period December 14, 1992  (commencement of operations)  through June
    30, 1993. (NOTE 2)


                                       13

<PAGE>
                        Zweig Asset Allocation Portfolio

                            Schedule of Investments

                                 June 30, 1995


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ----------------------------------

<S>                                                                          <C>           <C> 
COMMON STOCKS (68.2%)

AMUSEMENT AND RECREATION SERVICES (0.7%)
  Grand Casinos, Inc.*                                                       3,800         $  134,425
  Players International*                                                     5,750            115,719
                                                                                           ---------- 
                                                                                              250,144

AUTO REPAIR, SERVICES, AND PARKING (0.3%)
  Ryder System, Inc.                                                         4,700            112,213

BUSINESS SERVICES (0.7%)
  Filenet Corporation*                                                       2,100             84,788
  Pitson Services Group                                                      2,800             67,200
  Sun Microsystems, Inc.*                                                    1,900             92,269
                                                                                           ----------
                                                                                              244,257

CHEMICALS AND ALLIED PRODUCTS (3.4%)
  Cabot Corporation                                                          3,300            174,075
  Cytec Industries, Inc.*                                                    2,200             89,925
  First Mississippi Corporation                                              2,800             95,550
  Geon Company                                                               4,800            138,000
  Georgia Gulf Corporation                                                     900             29,363
  IMC Global Inc.                                                            2,800            151,550
  Methanex Corporation*                                                      1,800             15,075
  Monsanto Company                                                             900             81,113
  Norsk Hydro                                                                4,400            183,700
  Olin Corporation                                                           2,000            103,000
  Sterling Chemicals, Inc.                                                   2,600             30,225
  Union Carbide Corporation                                                  5,000            166,875
                                                                                           ----------
                                                                                            1,258,451

COMMUNICATIONS (0.03%)
  Telefonica de Espana                                                         300             11,625

DEPOSITORY INSTITUTIONS (10.9%)
  Bank of Boston Corporation                                                 8,000            299,500
  Bank of New York Company, Inc.                                             9,000            363,350
  Bankamerica Corporation                                                    2,100            110,513
  Baybanks, Inc.                                                             2,500            198,438
</TABLE>

                                       14

<PAGE>
                        Zweig Asset Allocation Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      --------------------------------

<S>                                                                         <C>           <C>
COMMON STOCKS (CONTINUED)

DEPOSITORY INSTITUTIONS (10.9%) (CONTINUED)
  Boatmen's Bancshares, Inc.                                                 2,400        $   84,450
  Chase Manhattan Corporation                                                2,300           108,100
  Chemical Banking Corporation                                               5,104           241,164
  Comerica, Inc.                                                             4,500           144,563
  Crestar Financial Corporation                                              1,800            88,200
  Dime Bancorp, Inc.*                                                        1,500            15,000
  First American Corp-Tennessee*                                             3,300           118,594
  First Bank System, Inc.                                                    4,300           176,300
  First Chicago Corporation                                                  2,600           155,675
  First Fidelity Bancorp                                                       100             5,900
  First Interstate Bancorp                                                   3,000           240,750
  First of America Bankcorp                                                  1,900            70,538
  First Tennessee National Corporation                                         700            32,419
  First Union Corporation                                                    4,600           208,150
  Fleet Financial Group, Inc.                                                5,300           196,763
  Hibernia Corporation                                                      14,200           126,025
  Michigan National Corporation                                                920            97,750
  Midatlantic Corporation, Inc.                                              5,500           219,313
  Nationsbank Corporation                                                    1,000            53,625
  NBD Bancorp, Inc.                                                          3,400           108,800
  Republic New York Corporation                                              2,600           145,600
  Southtrust Corporation                                                     2,000            46,500
  Standard Federal Bancorp                                                   5,400           181,575
  UJB Financial Corporation                                                  1,700            51,638
  Wells Fargo & Company                                                        500            90,125
  West One Bankcorp                                                            400            13,300
                                                                                          ----------
                                                                                           3,992,618

ELECTRIC, GAS AND SANITARY SERVICE (5.8%)
  American Electric Power                                                    2,700            94,838
  Baltimore Gas & Electric                                                   3,000            75,000
  Centerior Energy Corporation                                              11,100           106,838
  Coastal Corporation                                                        5,400           164,025
  Columbia Gas System*                                                       7,500           238,125
  Illinova Corporation                                                       5,700           144,638
  New England Electric System                                                1,900            65,550
</TABLE>

                                       15

<PAGE>
                        Zweig Asset Allocation Portfolio

                      Schedule of Investments (continued)

<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                         <C>             <C>
COMMON STOCKS (CONTINUED)

ELECTRIC, GAS AND SANITARY SERVICE (5.8%) (CONTINUED)
  Niagra Mohawk Power Corporation                                            9,900          $  146,025
  Northeast Utilities                                                        3,000              67,500
  Pacific Enterprises                                                        5,300             129,850
  Pacific Gas & Electric                                                     4,900             142,100
  Pinnacle West Corporation                                                 13,000             318,500
  Portland General Corporation                                               3,100              68,588
  Scecorp                                                                    7,900             135,288
  Unicom Corporation                                                         5,000             133,125
  Western Resource                                                           3,000              92,625
                                                                                            ----------
                                                                                             2,122,615
ELECTRONIC AND OTHER ELECTRIC EQUIPMENT (8.6%)
  Advanced Micro Devices*                                                    6,100             221,888
  Cypress Semiconductor Corporation*                                         2,500             101,250
  Electro Scientific Industries, Inc.*                                       4,100             136,838
  Integrated Device Tech, Inc.*                                              2,200             101,613
  LSI Logic Corporation*                                                     8,600             336,475
  Maytag Corporation                                                         5,700              91,200
  Micron Technology, Inc.                                                   11,900             653,013
  National Semiconductor Corporation*                                       10,600             294,150
  OPTI, Inc.*                                                                8,100             185,288
  Philips Electronics                                                       11,200             478,800
  Standard Microsystems Corporation*                                         5,700              87,281
  Texas Instruments, Inc.                                                    2,400             321,300
  Vishay Intertechnology*                                                      926              33,452
  Zitel Corporation*                                                        11,400             127,538
                                                                                            ----------
                                                                                             3,170,086
FABRICATED METAL (1.0%)
  Ball Corporation                                                           3,000             104,625
  Parker-Hannifin Corporation                                                2,850             103,313
  Phelps Dodge                                                               2,400             141,600
                                                                                            ----------
                                                                                               349,538
FOOD AND KINDRED PRODUCTS (1.6%)
  Archer Daniels Midland                                                     6,850             127,581
  IBP, Inc.                                                                  9,000             391,500
  Smithfield Foods, Inc.*                                                    3,700              78,856
                                                                                            ----------
                                                                                               597,937

FOOD STORES (0.3%)
  Kroger Company*                                                              800              21,500
  Safeway, Inc.*                                                             2,200              82,225
                                                                                            ----------
                                                                                               103,725
</TABLE>

                                       16

<PAGE>
                        Zweig Asset Allocation Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                          <C>           <C>
COMMON STOCKS (CONTINUED)

HEALTH SERVICES (1.0%)
  Maxicare Health Plans, Inc.*                                               7,600         $  116,850
  Ornda Healthcorp.*                                                         7,600            130,625
  Sun Healthcare Group, Inc.*                                                6,800            107,100
                                                                                           ----------
                                                                                              354,575

HOLDING COMPANIES AND OTHER INVESTMENT OFFICES (1.3%)
  Citicorp                                                                   8,500            491,938

INDUSTRIAL MACHINERY AND EQUIPMENT (7.7%)
  AGCO Corporation                                                           4,350            163,125
  Amdahl Corporation                                                         9,300            103,463
  Apple Computer                                                               700             32,550
  BJ Services Company-WTS                                                      340              1,445
  Black & Decker Corporation                                                 3,800            117,325
  Briggs & Stratton                                                          3,300            113,850
  Compaq Computer Corporation*                                               3,700            167,888
  Cummins Engine Company, Inc.                                               5,300            231,213
  Deere & Company                                                            1,000             85,625
  Dell Computer Corporation*                                                 2,200            132,413
  Digital Equipment*                                                         2,500            101,875
  Dynatech Corporation*                                                      5,900            112,100
  Exabyte Corporation*                                                         900             12,431
  Harris Corporation                                                         3,900            201,338
  International Business Machines Corporation                                3,000            288,000
  Kulicke and Soffa Industries*                                                500             33,188
  Novellus Systems, Inc.*                                                      600             40,650
  Printronix, Inc.*                                                          3,400             94,350
  Proxima Corporation*                                                       4,200            100,800
  Quantum Corporation*                                                       4,200             96,600
  Seagate Technology, Inc.*                                                  5,300            208,025
  Sequent Computer, Inc.*                                                    1,700             30,281
  Smith International, Inc.*                                                 3,600             60,300
  Tandem Computers, Inc.*                                                    9,200            148,350
  Tecumseh Products Company                                                    800             35,000
  Western Digital Corporation*                                               7,200            125,100
                                                                                           ----------
                                                                                            2,837,285
</TABLE>

                                       17


<PAGE>
                        Zweig Asset Allocation Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                          <C>           <C>
COMMON STOCKS (CONTINUED)

INSTRUMENTS AND RELATED PRODUCTS (2.4%)
  General Motors                                                             6,200         $  244,900
  Johnson Controls, Inc.                                                       700             39,550
  Loral Corporation                                                          3,300            170,775
  Sci Systems, Inc.*                                                         5,400            134,663
  Tektronix, Inc.                                                            3,900            192,075
  Teradyne, Inc.*                                                            1,600            104,600
                                                                                           ----------
                                                                                              886,563
INSURANCE CARRIERS (3.4%)
  Aetna Life & Casualty Company                                              2,000            125,750
  Allstate Corporation                                                       4,400            130,350
  AMBAC, Inc.                                                                2,500            100,313
  Cigna Corporation                                                          1,800            139,725
  Exel Limited                                                               1,600             83,200
  Loews Corporation                                                          1,100            133,100
  Old Republic International Corporation                                       400             10,450
  Partnerre Holdings                                                         5,700            148,556
  Reliastar Financial Corporation                                              700             26,775
  St. Paul Companies                                                         2,700            132,975
  United Companies Financial Corporation                                       990             44,426
  USLife Corporation                                                         1,900             76,475
  USF&G Corporation                                                          6,500            105,625
                                                                                           ----------
                                                                                            1,257,720
LUMBER AND WOOD PRODUCTS (0.5%)
  Georgia -Pacific Corporation                                                 400             34,700
  Willamette Industries                                                      2,600            143,650
                                                                                           ----------
                                                                                              178,350
METAL MINING (0.7%)
  Asaro, Inc.                                                                2,600             79,300
  Cyprus Amax Minerals Company                                               2,400             68,400
  Magma Copper Company*                                                      7,400            120,250
                                                                                           ----------
                                                                                              267,950
MISCELLANEOUS MANUFACTURING INDUSTRIES (0.7%)
  Cobra Golf, Inc.*                                                          4,200            132,825
  First Team Sports*                                                         4,700            108,981
                                                                                           ----------
                                                                                              241,806
</TABLE>


                                       18

<PAGE>
                        Zweig Asset Allocation Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ----------------------------------

<S>                                                                         <C>             <C>
COMMON STOCKS (CONTINUED)

MISCELLANEOUS RETAIL (1.1%)
  Federated Department Stores*                                               4,600          $  118,450
  Good Guys, Inc.*                                                           5,400              59,738
  Sears Roebuck and Company                                                  2,400             143,700
  Waban, Inc.*                                                               5,700              84,788
                                                                                            ----------
                                                                                               406,676

NONDEPOSITORY INSTITUTIONS (2.5%)
  American Express Company                                                   1,100              38,638
  Astoria Financial Corporation*                                             3,800             136,325
  Bay Ridge Bancorp, Inc.*                                                   7,200             149,850
  Finova Group                                                                 300              10,500
  Green Tree Financial Corporation                                           1,000              44,375
  Greenpoint Financial Corporation                                           4,000              94,500
  Household International, Inc.                                              4,200             207,900
  Sunamerica, Inc.                                                           1,000              51,000
  Transamerica Corporation                                                   2,000             116,500
  Travelers, Inc.                                                            1,600              70,000
                                                                                            ----------
                                                                                               919,588

NONDURABLE GOODS WHOLESALE (0.4%)
  Terra Industries, Inc.                                                    11,500             139,438

NONMETALLIC MINERALS (0.4%)
  Potash Corporation Sask, Inc.                                              2,500             139,688

OIL AND GAS EXTRACTION (0.1%)
  Chesapeake Energy Corporation*                                               600              15,450
  Petroleum Geo-Services*                                                    1,300              37,375
                                                                                            ----------
                                                                                                52,825
PAPER AND ALLIED PRODUCTS (3.2%)
  Boise Cascade Corporation                                                  3,300             133,650
  Bowater, Inc.                                                              3,100             139,113
  Champion International Corporation                                         2,300             119,888
  Chesapeake Corporation                                                     3,300             102,713
  Federal Paper Board Company                                                3,500             123,813
  International Paper Company                                                1,700             145,775
  James River Corporation of Virginia                                        3,700             102,213
</TABLE>

                                       19

<PAGE>
                        Zweig Asset Allocation Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ----------------------------------

<S>                                                                          <C>            <C>
COMMON STOCKS (CONTINUED)

PAPER AND ALLIED PRODUCTS (3.2%) (CONTINUED)
  Mead Corporation                                                           3,500          $  207,813
  Premark International, Inc.                                                2,000             103,750
                                                                                            ----------
                                                                                             1,178,728

PETROLEUM AND COAL PRODUCTS (0.3%)
  British Petroleum                                                          1,100              94,188

PRIMARY METAL INDUSTRIES (1.4%)
  Alcan Aluminum Ltd.                                                        3,500             105,875
  Alumax, Inc.*                                                              4,800             149,400
  Aluminum Company of America                                                  800              40,100
  LTV Corporation*                                                           4,900              71,663
  USX-U.S. Steel Company                                                     2,500              85,938
  WHX Corporation*                                                           6,200              72,850
                                                                                            ----------
                                                                                               525,826

PRINTING AND PUBLISHING (0.2%)
  Reynolds & Reynolds                                                        2,600              76,700

RAILROAD TRANSPORTATION (0.7%)
  Burlington Northern, Inc.                                                    700              44,363
  Conrail, Inc.                                                              2,500             139,063
  Santa Fe Pacific Corporation                                               2,786              71,043
                                                                                            ----------
                                                                                               254,469

RUBBER AND MISCELLANEOUS PLASTICS PRODUCTS (0.3%)
  Goodyear Tire & Rubber Company                                             2,802             115,583

STONE, CLAY, GLASS, AND CONCRETE PRODUCTS (0.8%)
  Lafarge Corporation                                                        2,900              54,375
  National Gypsum*                                                           2,300             120,463
  USG Corporation*                                                           5,500             130,625
                                                                                            ----------
                                                                                               305,463
</TABLE>

                                       20

<PAGE>
                        Zweig Asset Allocation Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      --------------------------------

<S>                                                                          <C>         <C>
COMMON STOCKS (CONTINUED)

TEXTILE MILL PRODUCTS (0.1%)
  Fieldcrest Cannon*                                                         1,800       $    38,925

TRANSPORTATION BY AIR (1.6%)
  AMR Corporation*                                                           1,600           119,400
  British Airways                                                              600            40,350
  Delta Air Lines, Inc.                                                      2,100           154,875
  Federal Express Corporation*                                               4,300           261,225
                                                                                         -----------
                                                                                             575,850

TRANSPORTATION EQUIPMENT (4.1%)
  Chrysler Corporation                                                       2,500           119,688
  Dana Corporation                                                           1,400            40,075
  Ford Motor Company                                                         9,000           267,750
  Magna International, Inc.                                                  1,300            57,363
  McDonnell Douglas Corporation                                              5,300           406,775
  Navistar International*                                                    7,900           119,488
  Northrop Grumman Corporation                                               2,600           135,525
  Paccar, Inc.                                                               2,900           135,575
  Teledyne, Inc.                                                             5,000           122,500
  Textron, Inc.                                                              1,500            87,188
                                                                                         -----------
                                                                                           1,491,927

TOTAL COMMON STOCKS (Cost $20,869,300)                                                    25,045,270

PREFERRED STOCKS (0.002%)

TRANSPORTATION EQUIPMENT (0.002%)
  Teledyne, Inc.                                                                38               556
                                                                                         -----------

TOTAL PREFERRED STOCKS (Cost $0)                                                                 556
</TABLE>

                                       21


<PAGE>
                        Zweig Asset Allocation Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                           PRINCIPAL
                                                                            AMOUNT            VALUE
                                                                      ----------------------------------

<S>                                                                     <C>              <C>
SHORT-TERM SECURITIES (31.8%)

U.S. GOVERNMENT AGENCY DISCOUNT NOTES (29.6%)
  Federal National Mortgage Assoc., 5.88%, due 7/3/95                   $  2,800,000     $  2,799,085
  Federal National Mortgage Assoc., 5.87%, due 7/10/95                     2,500,000        2,496,344
  Federal National Mortgage Assoc., 5.87%, due 7/14/95                     2,000,000        1,995,761
  Federal National Mortgage Assoc., 5.84%, due 7/19/95                     2,000,000        1,994,160
  Federal National Mortgage Assoc. 5.85%, due 7/28/95                      1,000,000          995,612
  Federal National Mortgage Assoc., 5.86%, due 7/31/95                       600,000          597,070
                                                                                         ------------
                                                                                           10,878,032

U.S. GOVERNMENT OBLIGATIONS (1.3%)
  U.S. Treasury Bills, 5.37%, due 9/21/95                                    500,000          493,884

TIME DEPOSITS (0.9%)
  State Street Bank, 4.90%, due 7/3/95                                       346,686          346,686
                                                                                         ------------

TOTAL SHORT-TERM SECURITIES (Cost $11,718,602)                                             11,718,602
                                                                                         ------------

TOTAL INVESTMENTS (100.0%) (Cost $32,587,902)                                            $ 36,764,428
                                                                                         ============
</TABLE>

FUTURES CONTRACTS

<TABLE>
<CAPTION>
                                                                           CONTRACT
                                       COLLATERAL        EXPIRATION         AMOUNT          UNREALIZED
                                       (PAR VALUE)          DATE           AT VALUE            GAIN
                                   ----------------------------------------------------------------------

<S>                                 <C>                    <C>            <C>                  <C>
3 S&P 500 Futures                   U.S. Treasury
  Contracts-Long                    Bill: $500,000,
                                    due 9/21/95            9/15/95        $  820,725           $  4,280
                                                                          =============================
</TABLE>

* Non-income producing

                                       22

<PAGE>
                        Zweig Asset Allocation Portfolio

                      Schedule of Investments (continued)


OTHER INFORMATION:
   Purchases and sales of securities,  excluding short-term securities,  for the
   year  ended  June  30,   1995,   aggregated   $15,133,567   and   $7,265,527,
   respectively.   Net  unrealized  appreciation  for  tax  purposes  aggregated
   $4,176,526,  of which $4,495,866 related to appreciated investment securities
   and $319,340 related to depreciated investment securities. The aggregate cost
   of securities is the same for book and tax purposes.

SEE ACCOMPANYING NOTES.

                                       23

<PAGE>
                     Nicholas-Applegate Balanced Portfolio

                      Statement of Assets and Liabilities

                                 June 30, 1995


<TABLE>
<S>                                                                                    <C>
ASSETS
Investment in securities, at value (cost $39,943,879)
  (NOTE 1)-See accompanying schedule                                                   $  45,943,315
Receivable for investment securities sold                                                    613,413
Dividends, interest and other receivables                                                    246,412
                                                                                       -------------
TOTAL ASSETS                                                                              46,803,140

LIABILITIES
Payable for investment securities purchased                                                  963,210
Cash overdraft                                                                                16,762
Accounts payable and accrued expenses                                                         42,557
                                                                                       -------------
TOTAL LIABILITIES                                                                          1,022,529
                                                                                       -------------

NET ASSETS                                                                             $  45,780,611
                                                                                       =============

Net Assets consist of:
  Paid-in capital                                                                      $  40,464,534
  Undistributed net investment income                                                        935,896
  Undistributed net realized loss on investments                                          (1,619,255)
  Net unrealized appreciation on investment securities                                     5,999,436
                                                                                       -------------

NET ASSETS, for 3,475,691 shares outstanding                                           $  45,780,611
                                                                                       =============

NET ASSET VALUE, offering and redemption price per share                               $       13.17
                                                                                       =============
</TABLE>

SEE ACCOMPANYING NOTES.

                                       24

<PAGE>
                     Nicholas-Applegate Balanced Portfolio

                            Statement of Operations

                            Year Ended June 30, 1995


<TABLE>
<S>                                                                                     <C>
INVESTMENT INCOME
  Dividends                                                                             $  337,189
  Interest                                                                                 998,730
                                                                                        ----------
    Total investment income                                                              1,335,919

EXPENSES (NOTE 2)
  Investment advisory and management fees                                                  276,766
  Custody and accounting fees                                                               95,804
  Professional fees                                                                         14,202
  Directors' fees and expenses                                                               4,950
  Other expenses                                                                             7,631
                                                                                        ----------
    Total expenses                                                                         399,353
                                                                                        ----------
Net investment income                                                                      936,566

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 1)
  Net realized loss on investments                                                        (283,310)
  Change in unrealized appreciation on investment securities                             6,479,460
                                                                                        ----------
Net realized and unrealized gain on investments                                          6,196,150
                                                                                        ----------

Net increase in net assets resulting from operations                                    $7,132,716
                                                                                        ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                       25

<PAGE>
                     Nicholas-Applegate Balanced Portfolio

                      Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                           YEAR ENDED JUNE 30,
                                                                        1995                 1994
                                                                      -----------------------------

<S>                                                                   <C>                   <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income                                                $   936,566     $   428,990
  Net realized loss on investments                                        (283,310)     (1,298,166)
  Net unrealized appreciation (depreciation)                             6,479,460        (848,815)
                                                                      ----------------------------
    Net increase (decrease) in net assets resulting from
      operations                                                         7,132,716      (1,717,991)

Distributions to shareholders from:
  Net investment income                                                   (386,000)        (67,000)

Capital share transactions:
  Proceeds from sales of shares                                          7,522,637      38,482,355
  Proceeds from reinvested dividends                                       386,000          67,000
  Cost of shares redeemed                                               (8,232,738)     (2,973,632)
                                                                      ----------------------------
    Net increase (decrease) in net assets resulting from
      share transactions                                                  (324,101)     35,575,723
                                                                      ----------------------------

Total increase in net assets                                             6,422,615      33,790,732

NET ASSETS
Beginning of year                                                       39,357,996       5,567,264
                                                                      ----------------------------

End of year (including undistributed net investment income of
  $935,896 and $385,330, respectively)                                 $45,780,611     $39,357,996
                                                                      ============================

OTHER INFORMATION
Shares:
  Sold                                                                     641,113       3,254,137
  Issued through reinvestment of dividends                                  32,590           5,700
  Redeemed                                                                (689,568)       (252,432)
                                                                      ----------------------------
    Net increase (decrease)                                                (15,865)      3,007,405
                                                                      ============================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       26

<PAGE>
                     Nicholas-Applegate Balanced Portfolio

                              Financial Highlights


<TABLE>
<CAPTION>
                                                                                          DECEMBER 3,
                                                                                             1992
                                                                                       (COMMENCEMENT OF
                                                 YEAR ENDED          YEAR ENDED           OPERATIONS)
                                                  JUNE 30,            JUNE 30,         THROUGH JUNE 30,
                                                    1995                1994                1993(B)
                                             --------------------------------------------------------------

<S>                                            <C>                <C>                  <C>
SELECTED PER-SHARE DATA
Net asset value, beginning of period           $     11.27        $      11.50         $      10.00
Income from investment operations:
  Net investment income                               0.27                0.09                 0.11
  Net realized and unrealized gain (loss)
    on investments                                    1.74               (0.29)                1.39
                                             --------------------------------------------------------------
  Total from investment operations                    2.01               (0.20)                1.50
Less distributions:
  From net investment income                         (0.11)              (0.03)                   -
                                             --------------------------------------------------------------

Net asset value, end of period                 $     13.17        $      11.27         $      11.50
                                             ==============================================================

TOTAL RETURN(A)                                      17.92%              (1.70%)              26.07%

RATIOS AND SUPPLEMENTAL DATA
  Net Assets, end of period                    $45,780,611        $ 39,357,996         $  5,567,264
  Ratio of expenses to average net
    assets(C)                                         0.94%               1.03%                1.25%
  Ratio of net investment income to
    average net assets (C)                            2.20%               1.69%                1.70%
  Portfolio turnover rate                              108%                 56%                  21%
</TABLE>

(A) Total returns are not annualized.

(B) Data expressed as a percentage are annualized as appropriate.

(C) The ratios of  expenses  and net  investment  income to  average  net assets
    before voluntary expense reimbursement were 3.87% and (0.72%), respectively,
    for the period December 3, 1992  (commencement  of operations)  through June
    30, 1993. (NOTE 2)

                                       27

<PAGE>
                     Nicholas-Applegate Balanced Portfolio

                            Schedule of Investments

                                 June 30, 1995


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ----------------------------------

<S>                                                                         <C>             <C>
COMMON STOCKS (62.5%)

APPAREL AND ACCESSORY STORES (0.5%)
  Nike, Inc.                                                                 2,900          $  243,600

BUSINESS SERVICES (8.2%)
  3Com Corporation*                                                         13,800             924,600
  Adaptec Inc.*                                                              7,200             265,500
  BMC Software, Inc.*                                                        4,700             361,900
  Broderbund Software, Inc.*                                                 4,200             267,225
  Computer Associates International, Inc.                                   12,240             829,260
  Gartner Group, Inc.*                                                      10,800             311,850
  Healthcare Compare Corporation*                                            6,900             207,000
  Manpower, Inc.                                                            16,900             430,950
  Medaphis Corporation*                                                      7,400             159,100
                                                                                            ----------
                                                                                             3,757,385

CHEMICALS AND ALLIED PRODUCTS (6.1%)
  Amgen, Inc.*                                                               3,300             265,238
  Eastman Chemical Company                                                   7,200             428,400
  FMC Corporation*                                                           3,700             248,825
  Geon Company                                                              12,000             345,000
  Lyondell Petrochemical                                                    12,800             328,000
  Mylan Laboratories                                                         7,500             230,625
  Olin Corporation                                                           6,600             339,900
  Sterling Chemicals, Inc.                                                  15,800             183,675
  Union Carbide Corporation                                                 13,400             447,225
                                                                                            ----------
                                                                                             2,816,888

COMMUNICATIONS (1.0%)
  Infinity Broadcasting*                                                     7,400             246,975
  King World Productions, Inc.*                                              5,600             226,800
                                                                                            ----------
                                                                                               473,775

DEPOSITORY INSTITUTIONS (0.7%)
  Union Bank San Francisco                                                   7,500             314,063

ELECTRIC, GAS AND SANITARY SERVICE (1.2%)
  Boston Scientific Corporation*                                            17,100             545,063
  Citizens Utility Company*                                                    268               3,188
                                                                                            ----------
                                                                                               548,251
</TABLE>

                                       28

<PAGE>
                     Nicholas-Applegate Balanced Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                         <C>            <C>
COMMON STOCKS (CONTINUED)

ELECTRONICS, AND OTHER ELECTRICAL EQUIPMENT (7.9%)
  Intel Corporation                                                          4,800         $  303,900
  KLA Instruments Corporation*                                              10,500            812,438
  Matsushita Electric Industrial                                             1,300            201,500
  Micron Technology, Inc.                                                   12,600            691,425
  Tencor Instrument                                                          5,700            239,400
  Texas Instruments, Inc.                                                    4,600            615,825
  Varian Associates, Inc.                                                    9,800            541,450
  Xilinx                                                                     2,500            241,875
                                                                                           ----------
                                                                                            3,647,813

FOOD AND KINDRED PRODUCTS (1.5%)
  Archer Daniels Midland                                                    10,300            191,838
  Coca Cola Enterprises, Inc.                                               11,200            245,000
  IBP, Inc.                                                                  6,000            261,000
                                                                                           ----------
                                                                                              697,838

FOOD STORES (1.2%)
  Safeway, Inc.*                                                            15,300            571,838

GENERAL MERCHANDISE STORES (0.5%)
  Sears Roebuck and Company                                                  4,100            245,488

INDUSTRIAL MACHINERY AND EQUIPMENT (4.7%)
  Altera Corporation*                                                        6,600            286,275
  Amdahl Corporation                                                         8,400             93,450
  Bay Networks, Inc.*                                                        5,900            243,375
  Cummins Engine Company, Inc.                                               4,600            200,675
  Dell Computer Corporation*                                                 5,200            312,975
  Digital Equipment*                                                         5,300            215,975
  International Business Machines Corporation                                2,800            268,800
  Sun Microsystems, Inc.*                                                    6,200            301,088
  US Robotics Corporations                                                   2,500            241,875
                                                                                           ----------
                                                                                            2,164,488
</TABLE>


                                       29

<PAGE>
                     Nicholas-Applegate Balanced Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                         <C>            <C>
COMMON STOCKS (CONTINUED)

INSTRUMENTS AND RELATED PRODUCTS (1.3%)
  Teradyne, Inc.*                                                            4,900         $  320,338
  Vishay Intertechnology*                                                    7,600            274,550
                                                                                           ----------
                                                                                              594,888

INSURANCE CARRIERS (5.2%)
  Ace Limited                                                                8,900            258,100
  American National Insurance                                                7,260            440,138
  Cigna Corporation                                                          3,000            232,875
  Exel Limited                                                               4,900            254,800
  Loews Corporation                                                          2,000            242,000
  Old Republic International Corporation                                     9,000            235,125
  Oxford Health Plans*                                                       5,000            235,000
  Pacificare Health Systems, Inc.*                                           5,300            266,988
  St. Paul Companies                                                         4,700            231,475
                                                                                           ----------
                                                                                            2,396,501

LUMBER AND WOOD PRODUCTS (0.6%)
  Weyenhaeuser Company                                                       5,600            263,900

METAL MINING (0.9%)
  Asarco, Inc.                                                              14,300            436,150


NONDURABLE GOODS, WHOLESALE (0.9%)
  Bergen Brunswig Corporation                                                9,000            205,875
  Fleming Companies, Inc.                                                    8,700            230,550
                                                                                           ----------
                                                                                              436,425
NONMETALLIC MINERALS (1.5%)
  Potash Corporation Sask, Inc.                                             12,000            670,500

OIL AND GAS EXTRACTION (4.0%)
  Atlantic Richfield Company                                                 2,000            219,500
  Exxon Corporation                                                          3,400            240,125
  Louisiana Land & Exploration                                               5,800            231,275
  Mobil Corporation                                                          2,600            249,600
  Occidental Petroleum Corporation                                           9,700            221,888
  Oryx Energy Company                                                       16,600            228,250
  Sonat Offshore Drilling, Inc.                                              8,100            232,875
  Union Texas Petro Holdings, Inc.                                          10,200            215,475
                                                                                           ----------
                                                                                            1,838,988
</TABLE>

                                       30

<PAGE>
                     Nicholas-Applegate Balanced Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                         <C>            <C>
COMMON STOCKS (CONTINUED)

PAPER AND ALLIED PRODUCTS (6.3%)
  Boise Cascade Corporation                                                 13,000        $   526,500
  Bowater, Inc.                                                              8,000            359,000
  Champion International Corporation                                         6,100            317,963
  Chesapeake Corporation                                                     6,000            186,750
  Jefferson Smurfit Corporation*                                            12,400            162,750
  Potlatch Corporation                                                       5,500            229,625
  Scott Paper Company                                                       12,000            594,000
  Union Camp Corporation                                                     4,500            260,438
  Westvaco Corporation                                                       6,000            265,500
                                                                                          -----------
                                                                                            2,902,526

PETROLEUM AND COAL INDUSTRIES (0.5%)
  USX-Marathon Group                                                        12,200            240,950

PRIMARY METAL INDUSTRIES (4.1%)
  Alcan Aluminum Limited                                                     8,000            242,000
  Alumax, Inc.*                                                             12,300            382,828
  Aluminum Company of America                                                5,000            250,625
  Crane Company                                                              7,800            282,750
  Phelps Dodge                                                               6,200            365,800
  Reynolds Metals Company                                                    7,100            367,425
                                                                                          -----------
                                                                                            1,891,428

SECURITY AND COMMODITY BROKERS (1.1%)
  Bear Stearns Companies, Inc.                                              11,500            245,813
  Lehman Brothers Holdings                                                  11,000            239,250
                                                                                          -----------
                                                                                              485,063

TOBACCO PRODUCTS (0.6%)
  Philip Morris Company, Inc.                                                3,700            275,188

TRANSPORTATION EQUIPMENT (1.7%)
  Breed Technologies                                                        10,300            247,200
  Harsco Corporation                                                         4,600            242,650
  McDonnell Douglas Corporation                                              3,900            299,325
                                                                                          -----------
                                                                                              789,175
                                                                                          -----------

TOTAL COMMON STOCKS (Cost $23,608,368)                                                     28,703,109
</TABLE>

                                       31

<PAGE>
                     Nicholas-Applegate Balanced Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                           PRINCIPAL
                                                                            AMOUNT            VALUE
                                                                      ----------------------------------

<S>                                                                     <C>               <C>    
LONG-TERM DEBT SECURITIES (29.6%)

U.S. GOVERNMENT OBLIGATIONS (29.6%)
  U.S. Treasury Notes, 0%, due 11/15/2004                               $  2,300,000      $  1,274,844
  U.S. Treasury Notes, 6.5%, due 5/15/97                                     750,000           758,558
  U.S. Treasury Notes, 7.5%, due 5/15/2002                                   750,000           807,420
  U.S. Treasury Notes, 9.25%, due 1/15/96                                  1,850,000         1,882,949
  U.S. Treasury Notes, 6.25%, due 2/15/2003                                  750,000           751,995
  U.S. Treasury Notes, 7.25%, due 5/15/2004                                3,850,000         4,110,491
  U.S. Treasury Notes, 7.875%, due 11/15/2004                              3,600,000         4,009,500
                                                                                          ------------


TOTAL LONG-TERM DEBT SECURITIES
  (Cost $12,696,648)                                                                       13,595,757

SHORT-TERM SECURITIES (7.9%)

U.S. GOVERNMENT OBLIGATIONS (7.9%)
  U.S. Treasury Notes, 8.625%, due 10/15/95                                1,850,000         1,864,449

TIME DEPOSITS
  State Street Bank, 4.90%, due 7/3/95                                                       1,780,000
                                                                                          ------------

TOTAL SHORT-TERM SECURITIES
  (Cost $3,638,863)                                                                         3,644,449
                                                                                          ------------

TOTAL INVESTMENTS (100.0%) (Cost $39,943,879)                                             $ 45,943,315
                                                                                          ============
</TABLE>

* Non-income producing

OTHER INFORMATION:
   Purchases and sales of securities,  excluding short-term securities,  for the
   year  ended  June  30,  1995,   aggregated   $44,663,577   and   $45,029,278,
   respectively.   Net  unrealized  appreciation  for  tax  purposes  aggregated
   $5,999,436,  of which $6,698,745 related to appreciated investment securities
   and $699,309 related to depreciated investment securities. The aggregate cost
   of securities is the same for book and tax purposes.

SEE ACCOMPANYING NOTES.

                                       32

<PAGE>
            Harris Bretall Sullivan & Smith Equity Growth Portfolio

                      Statement of Assets and Liabilities

                                 June 30, 1995


<TABLE>
<S>                                                                                    <C>
ASSETS
Investment in securities, at value (cost $12,423,742)
  (NOTE 1)-See accompanying schedule                                                   $16,094,433
Cash                                                                                       308,901
Dividends, interest and other receivables                                                   12,026
                                                                                       -----------
TOTAL ASSETS                                                                            16,415,360

LIABILITIES
Accounts payable and accrued expenses                                                       22,084
                                                                                       -----------
TOTAL LIABILITIES                                                                           22,084
                                                                                       -----------

NET ASSETS                                                                             $16,393,276
                                                                                       ===========

Net Assets consist of:
  Paid-in capital                                                                      $12,552,547
  Undistributed net investment income                                                       17,603
  Undistributed net realized gain on investments                                           152,435
  Net unrealized appreciation on investment securities                                   3,670,691
                                                                                       -----------

NET ASSETS, for 1,275,266 shares outstanding                                           $16,393,276
                                                                                       ===========

NET ASSET VALUE, offering and redemption price per share                               $     12.85
                                                                                       ===========
</TABLE>

SEE ACCOMPANYING NOTES.

                                       33

<PAGE>
            Harris Bretall Sullivan & Smith Equity Growth Portfolio

                            Statement of Operations

                            Year Ended June 30, 1995


<TABLE>
<S>                                                                                     <C>
INVESTMENT INCOME
  Dividends                                                                             $  118,410
  Interest                                                                                  39,734
                                                                                        ----------
    Total investment income                                                                158,144

EXPENSES (NOTE 2)
  Investment advisory and management fees                                                   86,434
  Custody and accounting fees                                                               29,920
  Professional fees                                                                         14,202
  Directors' fees and expenses                                                               4,950
  Other expenses                                                                             5,035
                                                                                        ----------
    Total expenses                                                                         140,541
                                                                                        ----------
Net investment income                                                                       17,603

REALIZED AND UNREALIZED GAIN ON INVESTMENTS (NOTE 1)
  Net realized gain on investments                                                         311,876
  Change in unrealized appreciation on investment securities                             3,972,691
                                                                                        ----------
Net realized and unrealized gain on investments                                          4,284,567
                                                                                        ----------

Net increase in net assets resulting from operations                                    $4,302,170
                                                                                        ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                       34

<PAGE>
            Harris Bretall Sullivan & Smith Equity Growth Portfolio

                      Statements of Changes in Net Assets


<TABLE>
<CAPTION>
                                                                           YEAR ENDED JUNE 30,
                                                                        1995                 1994
                                                                      -----------------------------

<S>                                                                     <C>             <C>
INCREASE IN NET ASSETS
Operations:
  Net investment income (loss)                                        $    17,603     $   (15,087)
  Net realized gain (loss) on investments                                 311,876        (144,782)
  Net unrealized appreciation (depreciation)                            3,972,691        (261,470)
                                                                      ---------------------------
    Net increase (decrease) in net assets resulting from
      operations                                                        4,302,170        (421,339)

Capital share transactions:
  Proceeds from sales of shares                                         5,228,036       8,728,014
  Cost of shares redeemed                                              (3,829,957)     (2,757,013)
                                                                      ---------------------------
    Net increase in net assets resulting from share
      transactions                                                      1,398,079       5,971,001
                                                                      ---------------------------

Total increase in net assets                                            5,700,249       5,549,662

NET ASSETS
Beginning of year                                                      10,693,027       5,143,365
                                                                      ---------------------------

End of year (including undistributed net investment income of
  $17,603 in 1995)                                                    $16,393,276     $10,693,027
                                                                      ===========================

OTHER INFORMATION
Shares:
  Sold                                                                    485,092         887,285
  Redeemed                                                               (352,447)       (274,544)
                                                                      ---------------------------
    Net increase                                                          132,645         612,741
                                                                      ===========================          
</TABLE>

SEE ACCOMPANYING NOTES.

                                       35

<PAGE>
            Harris Bretall Sullivan & Smith Equity Growth Portfolio

                              Financial Highlights


<TABLE>
<CAPTION>
                                                                                          DECEMBER 8,
                                                                                             1992
                                                                                       (COMMENCEMENT OF
                                                 YEAR ENDED          YEAR ENDED          OPERATIONS)
                                                  JUNE 30,            JUNE 30,         THROUGH JUNE 30,
                                                    1995                1994                1993(B)
                                             -------------------------------------------------------------

<S>                                             <C>                <C>                   <C>
SELECTED PER-SHARE DATA
Net asset value, beginning of period            $      9.36        $       9.71          $     10.00
Income from investment operations:
  Net investment income (loss)                         0.01               (0.02)(C)                -
  Net realized and unrealized gain (loss)
    on investments                                     3.48               (0.33)               (0.29)
                                             -------------------------------------------------------------
  Total from investment operations                     3.49               (0.35)               (0.29)
                                             -------------------------------------------------------------

Net asset value, end of period                  $     12.85        $       9.36          $      9.71
                                             =============================================================

TOTAL RETURN(A)                                       37.29%              (3.60%)              (5.16%)

RATIOS AND SUPPLEMENTAL DATA
  Net Assets, end of period                     $16,393,276        $ 10,693,027          $ 5,143,365
  Ratio of expenses to average net
    assets(D)                                          1.05%               1.29%                1.34%
  Ratio of net investment income (loss)
    to average net assets(D)                           0.13%              (0.17%)              (0.06%)
  Portfolio turnover rate                                31%                 38%                   6%
</TABLE>


(A) Total returns are not annualized.

(B) Data  expressed as a  percentage  are  annualized  as  appropriate.

(C) Net investment loss per share has been calculated using the weighted monthly
    average number of shares outstanding.

(D) The ratios of  expenses  and net  investment  income to  average  net assets
    before voluntary expense reimbursement were 3.52% and (1.94%), respectively,
    for the period ended December 8, 1992  (commencement of operations)  through
    June 30, 1993. (NOTE 2)


                                       36

<PAGE>
            Harris Bretall Sullivan & Smith Equity Growth Portfolio

                            Schedule of Investments

                                 June 30, 1995


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                         <C>            <C>
COMMON STOCKS (99.6%)

APPAREL AND ACCESSORY STORES (2.2%)
  Gap, Inc.                                                                  9,800         $  341,775

BUILDING MATERIAL AND GARDEN SUPPLIES (2.1%)
  Home Depot, Inc.                                                           8,133            330,403

BUSINESS SERVICES (25.8%)
  Adobe Systems, Inc.                                                        6,400            372,800
  Autodesk, Inc.                                                             9,600            410,400
  Automatic Data Processing                                                  5,200            326,950
  Cabletron Systems*                                                         7,000            372,750
  Cisco Systems, Inc.*                                                       8,300            419,669
  Electronic Arts, Inc.*                                                    13,000            353,438
  Equifax                                                                    9,800            327,075
  First Financial Management Corporation                                     4,900            418,950
  Microsoft Corporation*                                                     4,700            425,056
  Silicon Graphics, Inc.*                                                   10,200            406,725
  Sybase, Inc.*                                                             11,100            322,594
                                                                                           ----------
                                                                                            4,156,407

CHEMICALS AND ALLIED PRODUCTS (10.8%)
  Amgen, Inc.*                                                               4,700            377,763
  Genzyme Corporation*                                                       8,400            337,050
  Great Lakes Chemical Corporation                                           5,800            349,450
  Merck & Company, Inc.                                                      7,300            357,700
  Morton International, Inc.                                                10,800            315,900
                                                                                           ----------
                                                                                            1,737,863

COMMUNICATIONS (2.4%)
  Capital Cities/ABC, Inc.                                                   3,550            383,400

DEPOSITORY INSTITUTIONS (4.5%)
  Bankamerica Corporation                                                    7,100            373,638
  Nationsbank Corporation                                                    6,500            348,563
                                                                                           ----------
                                                                                              722,201

EATING AND DRINKING PLACES (2.0%)
  Brinker International, Inc.*                                              19,000            327,750
</TABLE>

                                       37

<PAGE>
            Harris Bretall Sullivan & Smith Equity Growth Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                         <C>           <C>
COMMON STOCKS (CONTINUED)

ELECTRONIC AND OTHER ELECTRICAL EQUIPMENT (9.6%)
  American Power Conversion*                                                16,950        $   388,791
  Intel Corporation                                                          6,200            392,534
  Motorola, Inc.                                                             5,900            396,038
  Sensormatic Electronics Corporation                                       10,500            372,750
                                                                                          -----------
                                                                                            1,550,113

FURNITURE AND HOME FURNISHINGS STORES (2.4%)
  Circuit City Stores, Inc.                                                 12,000            379,500

GENERAL MERCHANDISE STORES (2.0%)
  Albertson's, Inc.                                                         10,600            315,350

HOLDING COMPANIES AND OTHER INVESTMENT OFFICES (2.3%)
  Norwest Corporation                                                       12,800            368,000

INDUSTRIAL MACHINERY AND COMPUTER EQUIPMENT (9.7%)
  Apple Computer                                                             7,300            339,450
  Applied Materials, Inc.*                                                   4,950            428,175
  Hewlett-Packard Company                                                    6,200            461,900
  Tyco International Limited                                                 6,250            337,500
                                                                                          -----------
                                                                                            1,567,025

INSURANCE CARRIERS (4.5%)
  American International Group                                               3,200            364,800
  United Healthcare Corporation                                              8,800            364,100
                                                                                          -----------
                                                                                              728,900
MISCELLANEOUS RETAIL (4.1%)
  Office Depot, Inc.*                                                       13,500            379,688
  Toys R Us, Inc.*                                                           9,600            280,800
                                                                                          -----------
                                                                                              660,488
MOTION PICTURES (2.1%)
  Walt Disney Company                                                        6,200            344,875

NONDEPOSITORY INSTITUTION (2.2%)
  Dean Witter Discover & Company                                             7,600            357,200
</TABLE>

                                       38

<PAGE>


            Harris Bretall Sullivan & Smith Equity Growth Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES
                                                                         OR PRINCIPAL
                                                                            AMOUNT            VALUE
                                                                      ---------------------------------

<S>                                                                         <C>           <C>
COMMON STOCKS (CONTINUED)

NONDURABLE GOODS, WHOLESALE (2.4%)
  Staples, Inc.*                                                            13,500        $   390,656

PRINTING AND PUBLISHING (4.2%)
  Gannett Company                                                            6,300            341,775
  Tribune Company                                                            5,500            337,563
                                                                                          -----------
                                                                                              679,338

SECURITY AND COMMODITY BROKERS (2.3%)
  Charles Schwab Corporation                                                 8,350            362,181

TRANSPORTATION EQUIPMENT (2.0%)
  General Electric Company                                                   5,700            321,338
                                                                                          -----------

TOTAL COMMON STOCKS (Cost $12,354,072)                                                     16,024,763

SHORT-TERM SECURITIES (0.4%)

TIME DEPOSITS (0.4%)
  State Street Bank, 4.90%, due 7/3/95                                   $  69,670             69,670
                                                                                          -----------

TOTAL SHORT-TERM SECURITIES (Cost $69,670)                                                     69,670
                                                                                          -----------

TOTAL INVESTMENTS (100.0%) (Cost $12,423,742)                                             $16,094,433
                                                                                          ===========
</TABLE>

* Non-income producing

                                       39

<PAGE>
            Harris Bretall Sullivan & Smith Equity Growth Portfolio

                      Schedule of Investments (continued)


OTHER INFORMATION:
   Purchases and sales of securities,  excluding short-term securities,  for the
   year ended June 30, 1995, aggregated $5,726,616 and $3,896,340, respectively.
   Net unrealized appreciation for tax purposes aggregated $3,670,691,  of which
   $3,851,706 related to appreciated  investment securities and $181,015 related
   to depreciated investment securities. The aggregate cost of securities is the
   same for book and tax purposes.

SEE ACCOMPANYING NOTES.


                                       40

<PAGE>
                             Dreman Value Portfolio

                      Statement of Assets and Liabilities

                                 June 30, 1995


<TABLE>
<S>                                                                                    <C>
ASSETS
Investment in securities, at value (cost $9,456,354)
  (NOTE 1)-See accompanying schedule                                                   $  10,857,283
Cash                                                                                          16,062
Dividends, interest and other receivables                                                     21,503
                                                                                       -------------
TOTAL ASSETS                                                                              10,894,848

LIABILITIES
Accounts payable and accrued expenses                                                         17,938
                                                                                       -------------
TOTAL LIABILITIES                                                                             17,938
                                                                                       -------------

NET ASSETS                                                                             $  10,876,910
                                                                                       =============

Net Assets consist of:
  Paid-in capital                                                                      $   9,174,881
  Undistributed net investment income                                                        190,236
  Undistributed net realized gain on investments                                             110,864
  Net unrealized appreciation on investment securities                                     1,400,929
                                                                                       -------------

NET ASSETS, for 863,732 shares outstanding                                             $  10,876,910
                                                                                       =============

NET ASSET VALUE, offering and redemption price per share                               $       12.59
                                                                                       =============
</TABLE>

SEE ACCOMPANYING NOTES.

                                       41

<PAGE>
                             Dreman Value Portfolio

                            Statement of Operations

                            Year Ended June 30, 1995


<TABLE>
<S>                                                                                     <C>
INVESTMENT INCOME
  Dividends                                                                             $  288,949
  Interest                                                                                  10,105
                                                                                        ----------
    Total investment income                                                                299,054

EXPENSES (NOTE 2)
  Investment advisory and management fees                                                   62,310
  Custody and accounting fees                                                               21,569
  Professional fees                                                                         14,202
  Directors' fees and expenses                                                               4,950
  Other expenses                                                                             5,505
                                                                                        ----------
    Total expenses                                                                         108,536
                                                                                        ----------
Net investment income                                                                      190,518

REALIZED AND UNREALIZED GAIN ON INVESTMENTS (NOTE 1)
  Net realized gain on investments                                                         110,922
  Change in unrealized appreciation on investment securities                             1,497,538
                                                                                        ----------
Net realized and unrealized gain on investments                                          1,608,460
                                                                                        ----------

Net increase in net assets resulting from operations                                    $1,798,978
                                                                                        ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                       42

<PAGE>
                             Dreman Value Portfolio

                      Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                           YEAR ENDED JUNE 30,
                                                                        1995                 1994
                                                                      -----------------------------

<S>                                                                   <C>               <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income                                               $   190,518       $  123,355
  Net realized gain on investments                                        110,922           62,521
  Net unrealized appreciation (depreciation)                            1,497,538         (121,663)
                                                                      ----------------------------
    Net increase in net assets resulting from operations                1,798,978           64,213

Distributions to shareholders from:
  Net investment income                                                  (115,316)         (45,000)
  Net realized gain                                                       (33,184)               -
                                                                      ----------------------------
    Total distributions to shareholders                                  (148,500)         (45,000)

Capital share transactions:
  Proceeds from sales of shares                                         2,443,372        8,184,724
  Proceeds from reinvested distributions                                  148,500           45,000
  Cost of shares redeemed                                              (2,317,614)        (967,983)
                                                                      ----------------------------
    Net increase in net assets resulting from share
      transactions                                                        274,258        7,261,741
                                                                      ----------------------------

Total increase in net assets                                            1,924,736        7,280,954

NET ASSETS
Beginning of year                                                       8,952,174        1,671,220
                                                                      ----------------------------

End of year (including undistributed net investment income
  $190,236 and $87,937, respectively)                                 $10,876,910       $8,952,174
                                                                      ============================

OTHER INFORMATION
Shares:
  Sold                                                                    218,818          764,808
  Issued through reinvestment of distributions                             13,171            4,223
  Redeemed                                                               (208,122)         (89,144)
                                                                      ----------------------------
    Net increase                                                           23,867          679,887
                                                                      ============================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       43

<PAGE>
                             Dreman Value Portfolio

                              Financial Highlights

<TABLE>
<CAPTION>
                                                                                         DECEMBER 14,
                                                                                             1992
                                                                                       (COMMENCEMENT OF
                                                 YEAR ENDED          YEAR ENDED           OPERATIONS)
                                                  JUNE 30,            JUNE 30,         THROUGH JUNE 30,
                                                    1995                1994                1993(B)
                                             -------------------------------------------------------------

<S>                                            <C>                <C>                  <C>
SELECTED PER-SHARE DATA
Net asset value, beginning of period           $     10.66        $      10.45         $      10.00
Income from investment operations:
  Net investment income                               0.26                0.12                 0.11
  Net realized and unrealized gain on
    investments                                       1.85                0.17                 0.34
                                             -------------------------------------------------------------
  Total from investment operations                    2.11                0.29                 0.45
Less distributions:
  From net investment income                          (.14)              (0.08)                   -
  From net realized gain                              (.04)                  -                    -
                                             -------------------------------------------------------------
    Total distributions                              (0.18)              (0.08)                   -
                                             -------------------------------------------------------------

Net asset value, end of period                 $     12.59        $      10.66         $      10.45
                                             =============================================================

TOTAL RETURN(A)                                      19.98%               2.80%                8.25%

RATIOS AND SUPPLEMENTAL DATA
  Net assets, end of period                    $10,876,910        $  8,952,174         $  1,671,220
  Ratio of expenses to average net
    assets(C)                                         1.13%               1.40%                1.24%
  Ratio of net investment income to
    average net assets(C)                             1.98%               1.98%                2.00%
  Portfolio turnover rate                               29%                  9%                   5%
</TABLE>

(A) Total returns are not annualized.

(B) Data expressed as a percentage are annualized as appropriate.

(C) The ratios of  expenses  and net  investment  income to  average  net assets
    before voluntary expense  reimbursement were 1.61% and 1.76%,  respectively,
    for the year ended June 30, 1994 and were 8.43% and  (1.49%),  respectively,
    for the period December 14, 1992  (commencement of operations)  through June
    30, 1993. (NOTE 2)

                                       44

<PAGE>
                             Dreman Value Portfolio

                            Schedule of Investments

                                 June 30, 1995


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ----------------------------------

<S>                                                                         <C>            <C>
COMMON STOCKS (99.4%)

APPAREL AND ACCESSORY STORES (0.8%)
  Burlington Coat Factory Warehouse*                                         8,500         $   88,184

APPAREL AND OTHER TEXTILE PRODUCTS (3.8%)
  Liz Claiborne, Inc.                                                       11,400            242,250
  VF Corporation                                                             3,100            166,625
                                                                                           ----------
                                                                                              408,875

CHEMICALS AND ALLIED PRODUCTS (10.4%)
  Bristol-Myers Squibb Company                                               2,200            149,875
  Eli Lilly & Company                                                        3,800            298,300
  Glaxo Holdings PLC                                                         5,200            126,750
  Marion Merrell Dow, Inc.                                                   5,300            135,150
  Merck & Company Inc.                                                       4,100            200,900
  Upjohn Company                                                             5,700            215,888
                                                                                           ----------
                                                                                            1,126,863
DEPOSITORY INSTITUTIONS (19.9%)
  Ahmanson (H.F.) & Company                                                 10,000            220,000
  Bankamerica Corporation                                                    4,000            210,500
  Barnett Banks, Inc.                                                        4,800            246,000
  First Chicago Corporation                                                  4,600            275,425
  First Union Corporation                                                    3,800            171,950
  Fleet Financial Group, Inc.                                                1,700             63,113
  Great Western Financial                                                   11,000            226,875
  J.P. Morgan & Company                                                      1,500            105,188
  Midatlantic Corporation, Inc.                                              4,200            167,475
  Nationsbank Corporation                                                    2,500            134,063
  PNC Bank Corporation                                                       6,800            179,350
  Wells Fargo & Company                                                        900            162,225
                                                                                           ----------
                                                                                            2,162,164

ELECTRIC, GAS AND SANITARY SERVICE (5.3%)
  Columbia Gas System*                                                      18,100            574,675

FOOD AND KINDRED PRODUCTS (2.3%)
  Nestle SA                                                                  4,700            244,988
</TABLE>


                                       45

<PAGE>
                             Dreman Value Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                         <C>            <C>
COMMON STOCKS (CONTINUED)

FOOD STORES (1.6%)
  Giant Food, Inc.                                                           6,000         $  170,250

GENERAL MERCHANDISE STORES (4.9%)
  Dayton-Hudson Corporation                                                  5,000            358,750
  TJX Companies, Inc.                                                       13,300            176,225
                                                                                           ----------
                                                                                              534,975

HEALTH SERVICES (1.3%)
  Tenet Health Care*                                                         9,500            136,563

HOLDING COMPANIES AND OTHER INVESTMENT OFFICES (3.1%)
  Bankers Trust New York Corporation                                         5,300            328,600
  U.S. Industries, Inc.*                                                       450              6,131
                                                                                           ----------
                                                                                              334,731

INDUSTRIAL MACHINERY AND COMPUTER EQUIPMENT (6.2%)
  Apple Computer                                                             5,300            246,450
  Compaq Computer Corporation*                                               4,200            190,575
  Hewlett-Packard Company                                                    3,200            238,400
                                                                                           ----------
                                                                                              675,425

INSTRUMENTS AND RELATED PRODUCTS (3.3%)
  Baxter International, Inc.                                                 3,000            109,125
  Becton Dickinson & Company                                                 2,500            145,625
  US Surgical Corporation                                                    5,000            104,375
                                                                                           ----------
                                                                                              359,125

INSURANCE CARRIERS (6.2%)
  American General Corporation                                               6,800            229,500
  American International Group                                               1,500            171,000
  Kemper Corporation                                                         4,000            186,500
  Ohio Casualty Corporation                                                  3,000             95,250
                                                                                           ----------
                                                                                              682,250
</TABLE>

                                       46


<PAGE>
                             Dreman Value Portfolio

                      Schedule of Investments (continued)

<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES
                                                                         OR PRINCIPAL
                                                                            AMOUNT            VALUE
                                                                      --------------------------------

<S>                                                                       <C>             <C>
COMMON STOCKS (CONTINUED)

LUMBER AND WOOD PRODUCTS (2.5%)
  Louisiana-Pacific Corporation                                             10,200        $   267,750

NONDEPOSITORY INSTITUTION (10.3%)
  Federal National Mortgage Association                                      5,400            509,625
  Federal Home Loan Mortgage Corporation                                     8,200            563,750
  Travelers, Inc.                                                            1,200             52,500
                                                                                          -----------
                                                                                            1,125,875

STONE, CLAY, GLASS, AND CONCRETE PRODUCTS (1.5%)
  Hanson PLC                                                                 9,000            158,625

TEXTILE MILL PRODUCTS (1.5%)
  Fruit of the Loom, Inc.*                                                   7,500            158,438

TOBACCO PRODUCTS (4.9%)
  Philip Morris Company, Inc.                                                7,200            535,500

TRANSPORTATION EQUIPMENT (9.6%)
  Boeing Company                                                               700             43,838
  Ford Motor Company                                                        19,900            592,025
  General Electric Company                                                   7,200            405,900
                                                                                          -----------
                                                                                            1,041,763
                                                                                          -----------

TOTAL COMMON STOCKS (Cost $9,386,090)                                                      10,787,019

SHORT-TERM SECURITIES (0.6%)

TIME DEPOSITS (0.6%)
  State Street Bank, 4.90%, due 7/3/95                                    $ 70,264             70,264
                                                                                          -----------

TOTAL SHORT-TERM SECURITIES (Cost $70,264)                                                     70,264
                                                                                          -----------

TOTAL INVESTMENTS (100.0%) (Cost $9,456,354)                                              $10,857,283
                                                                                          ===========
</TABLE>

* Non-income producing

                                       47

<PAGE>
                             Dreman Value Portfolio

                      Schedule of Investments (continued)


OTHER INFORMATION:
   Purchases and sales of securities,  excluding short-term securities,  for the
   year ended June 30, 1995, aggregated $2,963,897 and $2,710,082, respectively.
   Net unrealized appreciation for tax purposes aggregated $1,400,929,  of which
   $1,672,314 related to appreciated  investment securities and $271,385 related
   to depreciated investment securities. The aggregate cost of securities is the
   same for book and tax purposes.

SEE ACCOMPANYING NOTES.


                                       48

<PAGE>
                       Zweig Equity (Small Cap) Portfolio

                      Statement of Assets and Liabilities

                                 June 30, 1995


<TABLE>
<S>                                                                                    <C>
ASSETS
Investment in securities, at value (cost $6,888,020)
  (NOTE 1)-See accompanying schedule                                                   $  8,022,663
Cash                                                                                         14,483
Dividends, interest and other receivables                                                    14,935
                                                                                       ------------
TOTAL ASSETS                                                                              8,052,081

LIABILITIES
Accounts payable and accrued expenses                                                        18,289
                                                                                       ------------
TOTAL LIABILITIES                                                                            18,289
                                                                                       ------------

NET ASSETS                                                                             $  8,033,792
                                                                                       ============

Net Assets consist of:
  Paid-in capital                                                                      $  7,256,655
  Undistributed net investment income                                                       119,325
  Undistributed net realized loss on investment securities, and futures and
    options contracts                                                                      (461,002)
  Net unrealized appreciation on investment securities and futures
    contracts                                                                             1,118,814
                                                                                       ------------

NET ASSETS, for 691,384 shares outstanding                                             $  8,033,792
                                                                                       ============

NET ASSET VALUE, offering and redemption price per share                               $      11.62
                                                                                       ============
</TABLE>

SEE ACCOMPANYING NOTES.

                                       49

<PAGE>
                       Zweig Equity (Small Cap) Portfolio

                            Statement of Operations

                            Year Ended June 30, 1995


<TABLE>
<S>                                                                                   <C>
INVESTMENT INCOME
  Dividends                                                                           $     105,415
  Interest                                                                                  134,610
                                                                                      -------------
    Total investment income                                                                 240,025

EXPENSES (NOTE 2)
  Investment advisory and management fees                                                    81,405
  Custody and accounting fees                                                                17,444
  Professional fees                                                                          14,202
  Directors' fees and expenses                                                                4,950
  Other expenses                                                                              5,373
                                                                                      -------------
    Total expenses before reimbursement                                                     123,374
    Less:  expense reimbursement (Note 2)                                                    (2,773)
                                                                                      -------------
    Net expenses                                                                            120,601
                                                                                      -------------
Net investment income                                                                       119,424

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 1)
  Net realized loss on:
    Investment securities                                                                  (101,145)
    Futures and options contracts                                                          (288,630)
                                                                                      -------------
      Net realized loss                                                                    (389,775)
  Change in unrealized appreciation (depreciation) on:
    Investment securities                                                                 1,130,943
    Futures contracts                                                                       (87,154)
                                                                                      -------------
      Change in unrealized appreciation (depreciation)                                    1,043,789
                                                                                      -------------
Net realized and unrealized gain on investments                                             654,014
                                                                                      -------------

Net increase in net assets resulting from operations                                  $     773,438
                                                                                      =============
</TABLE>

SEE ACCOMPANYING NOTES.
                                       50

<PAGE>
                       Zweig Equity (Small Cap) Portfolio

                      Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                           YEAR ENDED JUNE 30,
                                                                        1995                 1994
                                                                      -----------------------------

<S>                                                                    <C>              <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income                                                $   119,424      $    94,020
  Net realized loss on investments                                        (389,775)         (33,622)
  Net unrealized appreciation                                            1,043,789           75,374
                                                                       ----------------------------
    Net increase in net assets resulting from operations                   773,438          135,772

Distributions to shareholders from:
  Net investment income                                                    (40,100)         (55,000)
  Net realized gains                                                       (50,400)               -
                                                                       ----------------------------
    Total distributions to shareholders                                    (90,500)         (55,000)

Capital share transactions:
  Proceeds from sales of shares                                          1,913,641        6,145,556
  Proceeds from reinvested distributions                                    90,500           55,000
  Cost of shares redeemed                                               (2,244,234)        (806,015)
                                                                       ----------------------------
    Net increase (decrease) in net assets resulting from
      share transactions                                                  (240,093)       5,394,541
                                                                       ----------------------------

Total increase in net assets                                               442,845        5,475,313

NET ASSETS
Beginning of year                                                        7,590,947        2,115,634
                                                                       ----------------------------

End of year (including undistributed net investment income of
  $119,325 and $44,194, respectively)                                  $ 8,033,792      $ 7,590,947
                                                                       ============================

OTHER INFORMATION
Shares:
  Sold                                                                     178,821          572,867
  Issued through reinvestment of distributions                               8,378            5,123
  Redeemed                                                                (208,320)         (74,812)
                                                                       ----------------------------
    Net increase (decrease)                                                (21,121)         503,178
                                                                       ============================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       51

<PAGE>
                       Zweig Equity (Small Cap) Portfolio

                              Financial Highlights

<TABLE>
<CAPTION>
                                                                                         DECEMBER 14,
                                                                                             1992
                                                                                        (COMMENCEMENT
                                                 YEAR ENDED          YEAR ENDED         OF OPERATIONS)
                                                  JUNE 30,            JUNE 30,         THROUGH JUNE 30,
                                                    1995                1994                1993(B)
                                             ---------------------------------------------------------------

<S>                                            <C>                <C>                   <C>
SELECTED PER-SHARE DATA
Net asset value, beginning of period           $     10.65        $      10.11          $      10.00
Income from investment operations:
  Net investment income                               0.17                0.15                  0.05
  Net realized and unrealized gain on
    investments                                       0.93                0.50                  0.06
                                             ---------------------------------------------------------------
  Total from investment operations                    1.10                0.65                  0.11
Less distributions:
  From net investment income                         (0.06)              (0.11)                    -
  From net realized gain                             (0.07)                  -                     -
                                             ---------------------------------------------------------------
    Total distributions                              (0.13)              (0.11)                    -
                                             ---------------------------------------------------------------

Net asset value, end of period                 $     11.62        $      10.65          $      10.11
                                             ===============================================================

TOTAL RETURN(A)                                      10.39%               6.53%                 2.02%

RATIOS AND SUPPLEMENTAL DATA
  Net assets, end of period                    $ 8,033,792        $  7,590,947          $  2,115,634
  Ratio of expenses to average net assets             1.55%               1.72%                 1.61%
  Ratio of net investment income to
    average net assets                                1.54%               1.75%                 0.84%
  Ratio of expenses to average net assets
    before voluntary expense
    reimbursement (NOTE 2)                            1.59%               2.14%                 7.29%
  Ratio of net investment income (loss)
    to average net assets before
    voluntary expense reimbursement
    (NOTE 2)                                          1.50%               1.32%                (1.80%)
  Portfolio turnover rate                               67%                249%                   15%
</TABLE>

(A) Total returns are not annualized.

(B) Data expressed as a percentage are annualized as appropriate.

                                       52

<PAGE>
                       Zweig Equity (Small Cap) Portfolio

                            Schedule of Investments

                                 June 30, 1995


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      --------------------------------

<S>                                                                          <C>            <C>
COMMON STOCKS (87.2%)

AMUSEMENT AND RECREATION SERVICES (0.4%)
  Grand Casinos, Inc.*                                                         200          $  7,075
  Players International*                                                     1,350            27,169
                                                                                            --------
                                                                                              34,244

APPAREL AND ACCESSORY STORES (0.1%)
  Weyco Group, Inc.                                                            200             7,200

APPAREL AND OTHER TEXTILE PRODUCTS (0.3%)
  Hartmarx Corporation*                                                      1,000             5,000
  Quiksilver, Inc.*                                                            600            15,750
                                                                                            --------
                                                                                              20,750

BUSINESS SERVICES (4.1%)
  ADT, Limited*                                                              1,400            16,450
  American List Corporation                                                    660            19,470
  Amplicon, Inc.                                                               500             8,000
  CDI Corporation*                                                             200             4,100
  Comdisco, Inc.                                                               300             9,113
  Computer Language Research                                                 2,000            19,500
  Computer Task Group, Inc.                                                    200             2,800
  Computervision Corporation                                                 1,300             8,613
  Electro Rent Corporation*                                                  1,200            27,300
  Heritage Media Corporation*                                                  100             2,888
  Innerdyne*                                                                 1,900             5,344
  McGrath Rentcorp                                                           1,000            17,125
  Norstan, Inc.*                                                             1,000            23,750
  Orbotech Limited                                                             700             8,619
  Phoenix Technologies*                                                      2,500            26,875
  Pitson Services Group                                                        500            12,000
  Proteon, Inc.*                                                             1,200             7,125
  Regis Corporation*                                                           400             7,550
  Sterling Software, Inc.*                                                     200             7,700
  Sun Microsystems, Inc.*                                                      900            43,706
</TABLE>

                                       53

<PAGE>
                       Zweig Equity (Small Cap) Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                          <C>            <C>
COMMON STOCKS (CONTINUED)

BUSINESS SERVICES (4.1%) (CONTINUED)
  Triad Systems Corporation*                                                 2,800          $  20,125
  Union Corporation*                                                           300              4,763
  Volt Info Sciences, Inc.*                                                    300              9,000
  Xtra Corporation                                                             300             13,875
                                                                                            ---------
                                                                                              325,791
CHEMICALS AND ALLIED PRODUCTS (3.3%)
  Akzo Nobel NV                                                                300             17,925
  Cabot Corporation                                                            200             10,550
  Cambrex Corporation                                                          200              6,750
  Cytec Industries, Inc.*                                                      200              8,175
  Electrochemical Industries*                                                  400              1,550
  First Mississippi Corporation                                                800             27,300
  Geon Company                                                                 300              8,625
  Georgia Gulf Corporation                                                     300              9,788
  IMC Global, Inc.                                                             200             10,825
  Lilly Industries, Inc.                                                       600              7,200
  MacDermid, Inc.                                                              300             13,650
  Methanex Corporation*                                                        700              5,863
  Monsanto Company                                                             100              9,013
  Norsk Hydro                                                                1,000             41,750
  Nova Corporation                                                           3,400             28,900
  Olin Corporation                                                             200             10,300
  Rexene Corporation*                                                          700              8,663
  Sterling Chemicals, Inc.                                                     800              9,300
  Union Carbide Corporation                                                    800             26,700
  Virgoro Corporation                                                          100              4,150
                                                                                            ---------
                                                                                              266,977

COMMUNICATIONS (0.6%)
  Komag, Inc.*                                                                 300             15,638
  Telefonica de Espana                                                         400             15,500
  US Long Distance Corporation*                                                200              3,238
  Vtel Corporation*                                                            800             10,600
                                                                                            ---------
                                                                                               44,976
</TABLE>

                                       54

<PAGE>
                       Zweig Equity (Small Cap) Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ----------------------------------

<S>                                                                          <C>            <C>
COMMON STOCKS (CONTINUED)

DEPOSITORY INSTITUTIONS (12.0%)
  Bank of Boston Corporation                                                 1,100          $  41,181
  Bank of New York Company, Inc.                                               900             36,338
  Bankamerica Corporation                                                      600             31,575
  Barclays PLC                                                                 400             17,400
  Barnett Banks, Inc.                                                          700             35,875
  Baybanks, Inc.                                                               200             15,875
  Boatmen's Bancshares, Inc.                                                   900             31,669
  Centura Banks, Inc.                                                          300              8,363
  Charter One Financial, Inc.                                                  300              7,369
  Chase Manhattan Corporation                                                  600             28,200
  Chemical Banking Corporation                                                 900             42,525
  City National Corporation                                                    900             10,238
  Comerica, Inc.                                                             1,200             38,550
  Commerce Bancshares, Inc.                                                    600             18,750
  Crestar Financial Corporation                                                300             14,700
  Cullen/Frost Bankers, Inc.                                                   100              4,063
  CVB Financial Corporation                                                    121              1,543
  Deposit Guaranty Corporation                                                 300             11,625
  Dime Bancorp, Inc.*                                                          500              5,000
  Eagle Financial Corporation                                                  210              4,568
  First American Corporation-Tennessee*                                        200              7,188
  First Bank System, Inc.                                                      400             16,400
  First Chicago Corporation                                                    600             35,925
  First Empire State Corporation                                               100             17,150
  First Fidelity Bancorp                                                       300             17,700
  First Interstate Bancorp                                                     400             32,100
  First Tennessee National Corporation                                         100              4,631
  First Union Corporation                                                      300             13,575
  Firstier Financial, Inc.                                                     150              5,569
  Fleet Financial Group, Inc.                                                  500             18,563
  Hibernia Corporation                                                       1,200             10,650
  Hubco, Inc.                                                                  450              8,016
  Liberty Bankcorp., Inc. -Oklahoma                                            300              9,750
  Magna Group, Inc.                                                            500             11,063
  Mercantile Bancorp                                                           300             13,463
  Michigan National Corporation                                                115             12,219
  Mid-America Bancorp                                                          212              3,578
</TABLE>

                                       55

<PAGE>
                       Zweig Equity (Small Cap) Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                          <C>            <C>
COMMON STOCKS (CONTINUED)

DEPOSITORY INSTITUTIONS (12.0%) (CONTINUED)
  Midatlantic Corporation, Inc.                                                600          $  23,925
  National City Corporation                                                    500             14,688
  Nationsbank Corporation                                                      400             21,450
  National Westminster Bank                                                    700             36,575
  NBD Bancorp, Inc.                                                          1,100             35,200
  North Fork Bancorporation                                                    746             13,521
  Premier Bancorp*                                                             300              5,400
  Republic New York Corporation                                                700             39,200
  Riggs National Corporation Washington, D.C.*                               1,100             10,863
  Southern National Corporation                                                300              7,200
  Standard Federal Bancorp                                                     400             13,450
  Star Banc Corporation                                                        200              9,200
  TCF Financial Corporation                                                    300             14,250
  UJB Financial Corporation                                                    600             18,225
  Wells Fargo & Company                                                        100             18,025
  Westamerica Bancorporation                                                   100              3,725
  Westcorp                                                                     435              6,797
  Westpac Banking                                                            1,200             22,050
  Zions Bancorporation                                                         100              4,975
                                                                                            ---------
                                                                                              961,666

DURABLE GOODS, WHOLESALE (1.6%)
  Barnes Group, Inc.                                                           100              4,025
  Bearings, Inc.-Ohio                                                          200              6,125
  Bell Industries, Inc.*                                                       553             11,820
  Castle (A.M.) & Company                                                      500              9,063
  Commercial Metals Company                                                     33                891
  Envirosource, Inc.*                                                        1,900              8,550
  Hughes Supply, Inc.                                                          400              8,800
  Noland Company                                                               400              8,150
  Owens & Minor, Inc. Holding Company                                          500              6,250
  Pioneer Standard Electronics                                               1,050             25,988
  Rexel, Inc.*                                                               1,500             14,250
  Shelter Components Corporation                                             1,250             14,688
  Software Spectrum, Inc.*                                                     300              6,225
                                                                                            ---------
                                                                                              124,825
</TABLE>

                                       56
<PAGE>
                       Zweig Equity (Small Cap) Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                          <C>          <C>
COMMON STOCKS (CONTINUED)

ELECTRIC, GAS AND SANITARY SERVICE (4.7%)
  AEP Industries, Inc.                                                         900        $   19,238
  American Electric Power                                                      400            14,050
  Baltimore Gas & Electric                                                     700            17,500
  Boston Edison Company                                                        200             5,225
  Centerior Energy Corporation                                                 900             8,663
  Central Maine Power Company                                                  700             8,313
  CMS Energy Corporation                                                       400             9,850
  Coastal Corporation                                                        1,000            30,375
  Columbia Gas System*                                                         200             6,350
  DQE, Inc.                                                                    100             2,350
  Illinova Corporation                                                         300             7,613
  Laidlaw, Inc.                                                              1,500            14,438
  New England Electric System                                                  200             6,900
  Niagra Mohawk Power Corporation                                              600             8,850
  Northeast Utilities                                                          700            15,750
  Northern States Power                                                        300            13,838
  Northwest Natural Gas Company                                                101             3,137
  Pacific Enterprises                                                            1                25
  Pacific Gas & Electric                                                       900            26,100
  Pacificorp                                                                   800            15,000
  Pinnacle West Corporation                                                    300             7,350
  Portland General Corporation                                                 200             4,425
  Public Service Company of New Mexico*                                        600             8,550
  Republic Waste Industries*                                                   400             5,200
  Rochester Gas & Electric                                                     400             8,500
  Scecorp                                                                    1,500            25,688
  Sierra Pacific Resources                                                     500            10,875
  Southern Union Company*                                                      100             1,813
  St. Joseph Light & Power                                                     300             8,475
  Unicom Corporation                                                           900            23,963
  Upper Peninsula Energy Corporation                                           300             4,950
  Westcoast Energy, Inc.                                                       800            11,800
  Western Waste Industries*                                                    800            16,100
  Williams Companies, Inc.                                                     206             7,184
                                                                                          ----------
                                                                                             378,438
</TABLE>

                                       57

<PAGE>
                       Zweig Equity (Small Cap) Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                          <C>            <C>
COMMON STOCKS (CONTINUED)

ELECTRONIC AND OTHER ELECTRICAL EQUIPMENT (8.5%)
  Acme Cleveland Corporation                                                   600          $  14,175
  Advance Circuits, Inc.*                                                      300              5,363
  Advanced Micro Devices*                                                    1,200             43,650
  Altron, Inc.*                                                              1,500             36,188
  Applied Power, Inc.                                                          200              5,775
  Boston Acoustics, Inc.                                                       400              7,550
  Burr-Brown Corporation*                                                      450             12,150
  Charter Power Systems                                                        600             14,400
  Computer Products, Inc.*                                                   2,400             14,850
  CTS Corporation                                                              100              3,050
  Cypress Semiconductor Corporation*                                           300             12,150
  Dynamics Corporation of America                                              100              2,288
  Electro Scientific Industries, Inc.*                                         300             10,013
  Electrolux AB                                                                200              9,100
  Electromagnetic Sciences, Inc.*                                              700             10,675
  Franklin Electronic Publishers, Inc.*                                        200              5,125
  Genlyte Group, Inc.*                                                       1,300              7,638
  Hadco Corporation*                                                           700             17,325
  Harmon International                                                         300             12,150
  Helen of Troy Limited*                                                       500             10,313
  Integrated Device Technology, Inc.*                                          400             18,475
  Intel Corporation                                                            600             37,988
  International Jensen, Inc.*                                                  700              4,988
  International Rectifier Corporation*                                         700             22,750
  Lamson & Sessions Company*                                                   400              2,300
  LSI Logic Corporation*                                                     1,200             46,950
  Maytag Corporation                                                           900             14,400
  Microcom, Inc.*                                                              700             10,588
  Micron Technology, Inc.                                                      700             38,413
  National Semiconductor Corporation*                                          800             22,200
  Opti, Inc.*                                                                  500             11,438
  Park Electrochemical Corporation                                             300             15,188
  Philips Electronics                                                        1,000             42,750
  Recoton Corporation*                                                         199              3,806
  Rogers Corporation*                                                          300             16,613
  Siliconix, Inc.*                                                           1,500             28,500
  Standard Microsystems Corporation*                                           700             10,719
  Standard Motor Products                                                      400              8,100
</TABLE>

                                       58

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                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ----------------------------------

<S>                                                                          <C>            <C>
COMMON STOCKS (CONTINUED)

ELECTRONIC AND OTHER ELECTRICAL EQUIPMENT (8.5%) (CONTINUED)
  Technitrol, Inc.                                                             500          $  7,125
  Texas Instruments, Inc.                                                      300            40,163
  Thomas Industries, Inc.                                                      300             4,913
  Windmere Corporation                                                       1,100             9,075
  Zitel Corporation*                                                           700             7,831
                                                                                            --------
                                                                                             679,201
FABRICATED METAL (2.9%)
  Alltrista Corporation*                                                       700            13,563
  Amcast Industrial Corporation                                                500             9,500
  Armco, Inc.*                                                               1,300             8,775
  Ball Corporation                                                             200             6,975
  Blount, Inc.                                                                 400            17,850
  BMC Industries, Inc.                                                         600            15,075
  Brenco, Inc.                                                                 700             8,444
  Brush Wellman, Inc.                                                          800            17,100
  Central Sprinkler Corporation*                                               400             9,600
  Cleveland-Cliffs, Inc.                                                       200             7,700
  Comico Limited                                                               300             5,513
  Continental Can, Inc.*                                                       300             7,238
  Douglas & Lomason Company                                                    300             4,350
  Elco Industries, Inc.                                                        200             3,750
  Griffon Corporation*                                                       1,000             8,000
  International Aluminum Company                                               100             3,175
  Mueller Industries, Inc.*                                                    200             9,850
  Parker-Hannifin Corporation                                                  300            10,875
  Phelps Dodge                                                                 300            17,700
  Pitt-Des Moines, Inc.                                                        100             3,388
  SPS Technologies, Inc.*                                                      300            11,288
  Synalloy Corporation                                                         450             8,578
  Timken Company                                                               200             9,225
  U.S. Can Corporation*                                                        400             6,250
  United Dominion Industries                                                   100             2,250
  Valmont Industries                                                           300             6,356
                                                                                            --------
                                                                                             232,368
FOOD AND KINDRED PRODUCTS (2.2%)
  American Maize-Products                                                      300            10,163
  Archer Daniels Midland                                                     1,900            35,388
</TABLE>

                                       59

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                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                          <C>            <C>
COMMON STOCKS (CONTINUED)

FOOD AND KINDRED PRODUCTS (2.2%) (CONTINUED)
  Chock Full O Nuts Corporation*                                             1,200          $  8,250
  Coca Cola Enterprises, Inc.                                                1,600            35,000
  Goodmark Foods                                                             1,300            20,475
  Hudson Foods, Inc.                                                         1,200            16,650
  IBP, Inc.                                                                    400            17,400
  International Multifoods Corporation                                         400             9,000
  Morningstar Group, Inc.*                                                     600             4,200
  Orange Company, Inc.*                                                        300             1,875
  Seneca Foods Corporation*                                                    200             7,150
  Smithfield Foods, Inc.*                                                      100             2,131
  WLR Foods, Inc.                                                              900            12,769
                                                                                            --------
                                                                                             180,451
FOOD STORES (0.9%)
  Great Atlantic & Pacific Tea Company                                         300             7,913
  Kroger Company*                                                              600            16,125
  Riser Foods, Inc.*                                                           800             8,100
  Safeway, Inc.*                                                             1,000            37,375
  Smith's Food and Drug Centers                                                300             5,925
                                                                                            --------
                                                                                              75,438

FURNITURE AND FIXTURES (0.6%)
  Bush Industries                                                            1,125            12,656
  Chromcraft Revington, Inc.*                                                  500            10,375
  Falcon Products, Inc.                                                        600             7,425
  Kinetic Concepts                                                           1,100             7,700
  Lear Seating Corporation*                                                    400             9,150
                                                                                            --------
                                                                                              47,306

GENERAL BUILDING CONTRACTORS (0.3%)
  Del E. Webb Corporation                                                      300             6,975
  MDC Holdings, Inc.                                                         1,800            11,250
  US Home Corporation*                                                         400             9,200
                                                                                            --------
                                                                                              27,425
GENERAL MERCHANDISE STORES (0.1%)
  Waban, Inc.*                                                                 500             7,438
</TABLE>

                                       60

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                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                          <C>            <C>
COMMON STOCKS (CONTINUED)

HEALTH SERVICES (0.4%)
  Maxicare Health Plans, Inc.*                                                 500          $  7,688
  Ornda Healthcorp.*                                                           400             6,875
  Sun Healthcare Group, Inc.*                                                  100             1,575
  Universal Health Services*                                                   500            14,500
                                                                                            --------
                                                                                              30,638

HEAVY CONSTRUCTION EXCEPT BUILDING CONSTRUCTION (0.1%)
  Granite Construction, Inc.                                                   500            11,188

HOLDING COMPANIES AND OTHER INVESTMENT OFFICES (1.6%)
  Banponce Corporation                                                         500            17,813
  Citicorp                                                                     700            40,513
  Comdata Holdings Corporation*                                                800            12,400
  CV Reit, Inc.                                                                400             3,600
  CWM Mortgage Holdings, Inc.                                                  800            10,200
  HRE Properties                                                               100             1,350
  Mesa Royalty Trust                                                           200             7,950
  Norwest Corporation                                                          600            17,250
  Penn Virginia Corporation                                                    200             5,675
  Storage Equities, Inc.                                                       500             8,188
                                                                                            --------
                                                                                             124,939

HOTELS AND OTHER LODGING PLACES (0.1%)
  Club Med, Inc.                                                               100             3,188
  Prime Hospitality Corporation*                                               600             5,925
                                                                                            --------     
                                                                                               9,113

INDUSTRIAL MACHINERY AND EQUIPMENT (8.5%)
  AGCO Corporation                                                             600            22,500
  Amdahl Corporation                                                         1,500            16,688
  Ampco-Pittsburgh                                                             400             3,650
  Apertus Technologies, Inc.*                                                  900             7,819
  Apple Computer                                                               700            32,550
</TABLE>

                                       61

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                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                          <C>            <C>
COMMON STOCKS (CONTINUED)

INDUSTRIAL MACHINERY AND EQUIPMENT (8.5%) (CONTINUED)
  BHA Group, Inc.                                                              600          $  7,875
  BJ Service Company                                                           120               510
  Black & Decker Corporation                                                   300             9,263
  Briggs & Stratton                                                            400            13,800
  Cascade Corporation                                                          500             7,938
  Case Corporation                                                             100             2,975
  Caterpillar, Inc.                                                            200            12,850
  Commercial Intertech Corporation                                             300             4,800
  Compaq Computer Corporation*                                                 400            18,150
  Cummins Engine Company, Inc.                                                 200             8,725
  Deere and Company                                                            200            17,125
  Dell Computer Corporation*                                                   100             6,019
  Digital Equipment*                                                           400            16,300
  Dynatech Corporation*                                                        400             7,600
  Esterline Technologies Corporation*                                        1,000            22,625
  Exabyte Corporation*                                                         500             6,906
  Fedders Corporation                                                        2,750            15,194
  Gardner Denver Machinery, Inc.*                                              500             8,750
  Gleason Corporation                                                          300             6,638
  Graco, Inc.                                                                  300             8,063
  Harris Corporation                                                           100             5,163
  Indresco*                                                                  1,000            15,500
  International Business Machines Corporation                                  400            38,400
  JLG Industries                                                             1,000            26,125
  Kulicke & Soffa Industries*                                                  500            33,188
  Kysor Industrial Corporation                                                 400             8,300
  Mestek, Inc.*                                                                400             5,075
  Nacco Industries                                                             200            11,975
  Nortek, Inc.*                                                                500             4,313
  Novellus Systems, Inc.*                                                      200            13,550
  Outboard Marine Corporation                                                  900            17,663
  Pacific Scientific Companies                                                 100             1,788
  Photronics, Inc.*                                                            900            27,450
  Printronix, Inc.*                                                            500            13,875
  Proxima Corporation*                                                         300             7,200
  Quantum Corporation*                                                         400             9,200
</TABLE>

                                       62

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                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                          <C>            <C>
COMMON STOCKS (CONTINUED)

INDUSTRIAL MACHINERY AND EQUIPMENT (8.5%) (CONTINUED)
  Regal Beloit                                                                 800          $  12,400
  Robbins & Meyers, Inc.                                                       100              2,738
  Seagate Technology, Inc.*                                                    400             15,700
  Sequent Computer, Inc.*                                                      600             10,688
  Smith International, Inc.*                                                 1,100             18,425
  Standex International Corporation                                            300              9,450
  Tandem Computers, Inc.*                                                    1,000             16,125
  Tandy Corporation                                                            300             15,563
  Tecumseh Products Company                                                    400             17,500
  Toro Company                                                                 500             14,000
  Twin Disc, Inc.                                                              100              2,500
  Western Digital Corporation*                                               1,000             17,375
  Wynn's International, Inc.                                                   350              8,138
                                                                                            ---------
                                                                                              684,680

INSTRUMENTS AND RELATED PRODUCTS (2.5%)
  Allied Healthcare Products                                                   600              9,488
  Bio-Rad Laboratories*                                                        300             10,800
  Coherent, Inc.*                                                              400             11,800
  General Motors Corporation                                                   500             19,750
  Loral Corporation                                                            500             25,875
  LTX Corporation*                                                             300              2,681
  Medrad, Inc.*                                                                500              8,438
  Mentor Corporation/Minnesota                                               1,000             27,750
  Newport Corporation                                                          900              8,269
  Optical Coating Laboratories                                               2,700             24,638
  Sci Systems, Inc.*                                                           300              7,481
  Tech-Sym Corporation*                                                        300              8,213
  Tektronix, Inc.                                                              400             19,700
  Watkins-Johnson Company                                                      300             13,350
                                                                                            ---------
                                                                                              198,233

INSURANCE AGENTS, BROKERS AND SERVICE (0.2%)
  Poe & Brown, Inc.                                                            600             14,325
</TABLE>

                                       63

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                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                          <C>            <C>
COMMON STOCKS (CONTINUED)

INSURANCE CARRIERS (5.2%)
  Aegon NV                                                                     750          $  26,156
  Aetna Life & Casualty Co.                                                    400             25,150
  Allstate Corporation                                                         800             23,700
  Ambac, Inc.                                                                  200              8,025
  American National Insurance                                                  100              6,063
  American Re Corporation                                                      200              7,450
  Avemco Corporation                                                           100              1,738
  Cigna Corporation                                                            500             38,813
  CNA Financial Corporation                                                    200             17,275
  Equitable Companies, Inc.                                                    700             14,613
  Exel Limited                                                                 200             10,400
  Guaranty National Corporation                                                400              7,400
  Loews Corporation                                                            200             24,200
  MBIA, Inc.                                                                   200             13,300
  Meridian Insurance Group, Inc.                                               700              9,144
  NAC Re Corporation                                                           100              3,113
  National Re Corporation                                                      300             10,050
  Old Republic International Corporation                                       400             10,450
  Partnerre Holdings                                                           300              7,819
  Pioneer Financial Services, Inc.                                             700             10,325
  Protective Life Corporation                                                  200              5,450
  Pxre Corporation                                                             300              7,069
  Reliastar Financial Corporation                                              414             15,836
  RLI Corporation                                                              375              8,531
  Selective Insurance Group                                                    300              9,825
  St. Paul Companies                                                           700             34,475
  Transatlantic Holdings, Inc.                                                 100              6,500
  United Companies Financial Corporation                                       165              7,404
  USF&G Corporation                                                          1,100             17,875
  USLife Corporation                                                           200              8,050
  Washington National Corporation                                              500             10,313
  Western National Corporation                                                 600              7,425
                                                                                            ---------
                                                                                              413,937

LEATHER AND LEATHER PRODUCTS (0.2%)
  Vista Resources, Inc.*                                                       700             14,175
</TABLE>

                                       64
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                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                          <C>            <C>
COMMON STOCKS (CONTINUED)

LUMBER AND WOOD PRODUCTS (1.0%)
  Butler Manufacturing Company                                                 100          $  4,188
  Champion Enterprises, Inc.*                                                  400             6,350
  Georgia-Pacific Corporation                                                  300            26,025
  Macmillian Bloedel Limited                                                   600             8,438
  Rayonier, Inc.                                                               200             7,100
  Willamette Industries                                                        500            27,625
                                                                                            --------
                                                                                              79,726

METAL MINING (0.7%)
  Asarco, Inc.                                                                 300             9,150
  Cyprus Amax Minerals Companies                                             1,100            31,350
  Magma Copper Company*                                                      1,000            16,250
                                                                                            --------
                                                                                              56,750

MISCELLANEOUS MANUFACTURING INDUSTRIES (0.4%)
  Cobra Golf, Inc.*                                                            300             9,488
  First Team Sports*                                                           400             9,275
  Fuji Photo Film                                                              200             9,463
  Stephan Company                                                              400             6,850
                                                                                            --------
                                                                                              35,076

MISCELLANEOUS RETAIL (1.6%)
  Big B, Inc.                                                                1,000            14,000
  Bon-Ton Stores*                                                              800             8,400
  Fabri-Centers of America*                                                    400             8,300
  Fay's, Inc.                                                                  500             3,813
  Federated Department Stores*                                                 900            23,175
  Good Guys, Inc.*                                                           1,200            13,275
  Intertan, Inc.*                                                              500             3,750
  Oneida Limited                                                               600             8,850
  Pier 1 Imports, Inc.                                                         900             8,325
  Proffitt's, Inc.*                                                            100             2,950
  Sears Roebuck & Company                                                      400            23,950
  Trak Auto Corporation*                                                       400             6,750
                                                                                            --------
                                                                                             125,538
</TABLE>

                                       65

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                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                          <C>            <C>
COMMON STOCKS (CONTINUED)

NONDEPOSITORY INSTITUTION (2.8%)
  American Annuity Group, Inc.                                                 200          $  1,975
  American Express Company                                                   1,000            35,125
  Astoria Financial Corporation*                                               200             7,175
  Bay Ridge Bancorp, Inc.*                                                     400             8,325
  Dean Witter Discover & Company                                               400            18,800
  Finova Group                                                                 200             7,000
  Foothill Group, Inc.                                                       1,000            25,500
  Greenpoint Financial Corporation                                             300             7,088
  Household International, Inc.                                                700            34,650
  Midland Company                                                              200             8,750
  The Money Store, Inc.                                                        500            17,938
  Transamerica Corporation                                                     500            29,125
  Travelers, Inc.                                                              400            17,500
  White River Corporation*                                                     200             6,800
                                                                                            --------
                                                                                             225,751

NONDURABLE GOODS, WHOLESALE (0.9%)
  Bindley Western Industries                                                   500             7,938
  Hawkins Chemical, Inc.                                                       346             2,336
  International Recovery Corporation                                           450             6,638
  Super Food Services, Inc.                                                  1,000            11,875
  Super Rite Corporation*                                                    1,200            26,175
  Terra Industries, Inc.                                                     1,600            19,400
                                                                                            --------
                                                                                              74,362

NONMETALLIC MINING (0.1%)
  Potash Corporation Sask, Inc.                                                200            11,175


OIL AND GAS EXTRACTION (1.0%)
  Atwood Oceanics*                                                           1,500            24,188
  Chesapeake Energy Corporation*                                               700            18,025
  Crystal Oil Company*                                                         200             6,150
  International Petroleum Corporation*                                       4,600            15,094
  Petroleum Geo-Services*                                                      400            11,500
  Pride Petroleum Services, Inc.*                                              900             6,694
                                                                                            --------
                                                                                              81,651
</TABLE>

                                       66

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                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                            <C>          <C>
COMMON STOCKS (CONTINUED)

PAPER AND ALLIED PRODUCTS (3.0%)
  ACX Technologies, Inc.*                                                      100          $  4,138
  American Israeli Paper Mills                                                 200            10,600
  American Filtrona Corporation                                                300             9,000
  Boise Cascade Corporation                                                    300            12,150
  Bowater, Inc.                                                                500            22,438
  Champion International Corporation                                           800            41,700
  Chesapeake Corporation                                                       300             9,338
  Domtar, Inc.*                                                                700             6,650
  Federal Paper Board Company                                                  300            10,613
  International Paper Company                                                  300            25,725
  James River Corporation of Virginia                                          300             8,288
  Manville Corporation*                                                        900            12,375
  Mead Corporation                                                             400            23,750
  Mercer International, Inc.*                                                  700            14,744
  Mosinee Paper Corporation                                                    100             2,200
  Premark International, Inc.                                                  300            15,563
  Republic Gypsum Company                                                      500             5,000
  Westavco Corporation                                                         100             4,425
                                                                                            --------
                                                                                             238,697

PETROLEUM AND COAL INDUSTRIES (0.9%)
  Ashland Oil, Inc.                                                            300             8,025
  Diamond Shamrock, Inc.                                                       400            10,300
  Fina, Inc.                                                                   200             9,325
  British Petroleum                                                            400            34,250
  USX Marathon Group                                                           700            13,825
                                                                                            --------
                                                                                              75,725

PRIMARY METAL INDUSTRIES (2.0%)
  AK Steel Holding Corporation*                                                100             2,725
  Alcan Aluminum, Limited                                                      600            18,150
  Alumax, Inc.*                                                                300             9,338
  Aluminum Company of America                                                  700            35,088
  Carpenter Technology                                                         300            20,438
  LTV Corporation*                                                             900            13,163
</TABLE>

                                       67

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                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                          <C>             <C>
COMMON STOCKS (CONTINUED)

PRIMARY METAL INDUSTRIES (2.0%) (CONTINUED)
  National Steel Corporation*                                                  600           $  9,300
  Quanex Corporation                                                           100              2,475
  Roanoke Electric Corporation                                                 900             10,350
  Steel of West Virginia, Inc.*                                                400              4,600
  Texas Industries, Inc.                                                       300             11,663
  USX-U.S.Steel Company                                                        400             13,750
  WHX Corporation*                                                             600              7,050
                                                                                             --------
                                                                                              158,090

PRINTING AND PUBLISHING (0.6%)
  Devon Group, Inc.*                                                           200              5,850
  Graphic Industries                                                         1,400             14,088
  Media General, Inc.                                                          300              9,150
  Plenum Publishing Corporation                                                200              7,075
  Reynolds & Reynolds                                                          400             11,800
                                                                                             --------
                                                                                               47,963
RAILROAD TRANSPORTATION (0.6%)
  Conrail, Inc.                                                                500             27,813
  CSX Corporation                                                              200             15,025
  Santa Fe Pacific Corporation                                                 305              7,778
                                                                                             --------
                                                                                               50,616

REAL ESTATE (0.2%)
  Centerpoint Properties Corporation                                           400              8,250
  Patten Corporation*                                                        2,192              7,124
                                                                                             --------
                                                                                               15,374

RUBBER AND MISCELLANEOUS PLASTICS PRODUCTS (1.1%)
  ESSEF Corporation*                                                           700             11,200
  Furon Company*                                                               900             19,800
  Goodyear Tire & Rubber Co.                                                   800             33,000
  O'Sullivan Corporation                                                       300              3,450
  Tredegar Industries, Inc.                                                    400              9,950
  Tuscarora, Inc.                                                              400              9,425
                                                                                             --------
                                                                                               86,825
</TABLE>

                                       68

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                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ----------------------------------

<S>                                                                          <C>             <C>
COMMON STOCKS (CONTINUED)

SECURITY AND COMMODITY BROKERS (0.6%)
  Alex Brown, Inc.                                                             100           $  4,150
  Eaton Vance Corporation                                                      600             19,575
  Jefferies Group                                                              200              7,375
  Quick & Reilly Group, Inc.                                                   315             11,419
  Sherwood Group, Inc.*                                                        400              3,300
                                                                                             --------
                                                                                               45,819
SPECIAL TRADE CONTRACTORS (0.1%)
  Anthony Industries, Inc.                                                     225              4,134

STONE, CLAY, GLASS AND CONCRETE PRODUCTS (1.0%)
  A.P. Green Industries, Inc.                                                  400              7,800
  Donnelly Corporation                                                         100              1,613
  Florida Rock Industries                                                      200              5,675
  Lafarge Corporation                                                          400              7,500
  Medusa Corporation                                                           700             17,413
  National Gypsum*                                                             400             20,950
  Puerto Rican Cement Company, Inc.                                            400             12,200
  Southdown, Inc.*                                                             100              1,913
  USG Corporation*                                                             300              7,125
                                                                                             --------
                                                                                               82,189

TEXTILE MILL PRODUCTS (0.5%)
  Crown Crafts, Inc.                                                           300              4,950
  Culp, Inc.                                                                 1,187              9,644
  Fieldcrest Cannon*                                                           600             12,975
  Guilford Mills, Inc.                                                         300              7,313
  Springs Industries, Inc.                                                     200              7,450
                                                                                             --------
                                                                                               42,332

TRANSPORTATION BY AIR (1.9%)
  AMR Corporation*                                                             500             37,313
  British Airways                                                              400             26,900
  Delta Air Lines, Inc.                                                        600             44,250
  Federal Express Corporation*                                                 500             30,375
  KLM Royal Dutch Air*                                                         400             13,050
                                                                                             --------
                                                                                              151,888
</TABLE>

                                       69

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                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ----------------------------------

<S>                                                                          <C>             <C>
COMMON STOCKS (CONTINUED)

TRANSPORTATION EQUIPMENT (3.7%)
  A.O. Smith Corporation                                                       100           $  2,350
  Chrysler Corporation                                                         400             19,150
  Coachmen Industries, Inc.                                                    500              7,625
  Dana Corporation                                                             500             14,313
  Durakon Industries, Inc.*                                                    800             12,300
  Ford Motor Company                                                         1,200             35,700
  Gencorp., Inc.                                                               600              6,450
  Magna International, Inc.*                                                   100              4,413
  McDonnell Douglas Corporation                                                500             38,310
  Navistar International*                                                      300              4,538
  Northrop Grumman Corporation                                                 200             10,425
  Oshkosh Truck Corporation                                                  1,200             14,850
  Paccar, Inc.                                                                 200              9,350
  RPC Energy Services, Inc.*                                                   400              3,625
  Simpson Industries                                                         1,900             21,138
  Teledyne, Inc.                                                               300              7,350
  Textron, Inc.                                                                200             11,625
  Thor Industries, Inc.                                                        300              5,925
  United Technologies Corporation                                              200             15,625
  Varlen Corporation                                                           385              8,951
  Volvo AB Sweden                                                            1,700             32,300
  Winnebago Industries                                                       1,600             14,000
                                                                                             --------
                                                                                              300,313

TRANSPORTATION SERVICES (0.2%)
  Ryder System, Inc.                                                           700             16,713

TRUCKING AND WAREHOUSING (0.5%)
  Builders Transport, Inc.*                                                    400              4,550
  Gatx Corporation                                                             300             14,138
  Matlack Systems, Inc.*                                                       600              6,000
  TNT Freightways Corporation                                                  600             12,000
                                                                                             --------
                                                                                               36,688
</TABLE>
                                       70

<PAGE>
                       Zweig Equity (Small Cap) Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                           NUMBER OF
                                                                            SHARES
                                                                         OR PRINCIPAL
                                                                            AMOUNT            VALUE
                                                                      ---------------------------------

<S>                                                                     <C>                <C>
COMMON STOCKS (CONTINUED)

WATER TRANSPORTATION (0.4%)
  International Shipholding Corporation                                        300         $    6,263
  Oglebay Norton Company                                                       500             16,938
  Stolt-Nielsen S.A.                                                           300              8,569
                                                                                           ----------
                                                                                               31,770
                                                                                           ----------

TOTAL COMMON STOCKS (Cost $5,856,388)                                                       6,990,887

PREFERRED STOCKS (0.05%)

PRINTING AND PUBLISHING (0.05%)
  News Corporation Limited                                                     200              4,000
                                                                                           ----------

TOTAL PREFERRED STOCKS (Cost $3,856)                                                            4,000

SHORT-TERM SECURITIES (12.8%)

U.S. GOVERNMENT AGENCY (7.5%)
  Federal National Mortgage Assoc. Discount Note, 5.88%, due 7/6/95     $  600,000            599,510

U.S. GOVERNMENT OBLIGATIONS (1.8%)
  U.S. Treasury Bills, 5.37%, due 9/12/95                                   50,000             49,389
  U.S. Treasury Bills, 5.57%, due 7/20/95                                  100,000             99,706
                                                                                           ----------
                                                                                              149,095
TIME DEPOSITS (3.5%)
  State Street Bank, 4.90%, due 7/3/95                                     279,171            279,171
                                                                                           ----------

TOTAL SHORT-TERM SECURITIES
  (Cost $1,027,776)                                                                         1,027,776
                                                                                           ----------
TOTAL INVESTMENTS (100.0%) (Cost $6,888,020)                                               $8,022,663
                                                                                           ==========
</TABLE>

                                       71

<PAGE>
                       Zweig Equity (Small Cap) Portfolio

                      Schedule of Investments (continued)


FUTURES CONTRACTS

<TABLE>
<CAPTION>
                                                                           CONTRACT
                                                         EXPIRATION         AMOUNT          UNREALIZED
                                                            DATE           AT VALUE            LOSS
                                                       --------------------------------------------------

<S>                                                        <C>            <C>               <C>
4 Mid-Cap S&P 500
  Futures Contracts-Short +                                9/15/95        $  399,100        $  (8,458)
4 S&P 500
  Futures Contracts-Short +                                9/15/95         1,094,300           (7,371)
                                                                       ----------------------------------

                                                                          $1,493,400        $ (15,829)
                                                                       ==================================
</TABLE>

+  The above futures  contracts are  collateralized  by a U.S.  Treasury Bill at
   $50,000  par value,  due  9/21/95 and a U.S.  Treasury  Bill at $100,000  par
   value, due 7/20/95.

*  Non-income producing

OTHER INFORMATION:
   Purchases and sales of securities,  excluding short-term securities,  for the
   year ended June 30, 1995, aggregated $4,742,902 and $3,510,411, respectively.
   Net unrealized appreciation for tax purposes aggregated $1,134,347,  of which
   $1,225,951 related to appreciated  investment  securities and $91,605 related
   to depreciated  investment  securities.  The aggregate cost of securities for
   tax purposes is $6,888,316.

SEE ACCOMPANYING NOTES.


                                       72

<PAGE>
                    Mitchell Hutchins Fixed Income Portfolio

                      Statement of Assets and Liabilities

                                 June 30, 1995


<TABLE>
<S>                                                                                    <C>
ASSETS
Investment in securities, at value (cost $5,735,468)
  (NOTE 1)-See accompanying schedule                                                   $  5,847,480
Receivable for investment securities sold                                                   235,634
Dividends, interest and other receivables                                                   309,737
                                                                                       ------------
TOTAL ASSETS                                                                              6,392,851

LIABILITIES
Payable for investment securities purchased                                                 955,582
Cash overdraft                                                                                6,282
Accounts payable and accrued expenses                                                        15,490
                                                                                       ------------
TOTAL LIABILITIES                                                                           977,354
                                                                                       ------------

NET ASSETS                                                                             $  5,415,497
                                                                                       ============

Net Assets consist of:
  Paid-in capital                                                                      $  5,176,771
  Undistributed net investment income                                                       268,795
  Undistributed net realized loss on investments                                           (142,081)
  Net unrealized appreciation on investment securities                                      112,012
                                                                                       ------------

NET ASSETS, for 497,544 shares outstanding                                             $  5,415,497
                                                                                       ============

NET ASSET VALUE, offering and redemption price per share                               $      10.88
                                                                                       ============
</TABLE>

SEE ACCOMPANYING NOTES.

                                       73

<PAGE>
                    Mitchell Hutchins Fixed Income Portfolio

                            Statement of Operations

                            Year Ended June 30, 1995


<TABLE>
<S>                                                                                     <C>
INVESTMENT INCOME
  Interest                                                                              $  342,900

EXPENSES (NOTE 2)
  Investment advisory and management fees                                                   45,180
  Custody and accounting fees                                                               11,295
  Professional fees                                                                         14,202
  Directors' fees and expenses                                                               4,950
  Other expenses                                                                             4,586
                                                                                        ----------
    Total expenses before reimbursement                                                     80,213
    Less:  expense reimbursement (NOTE 2)                                                   (9,482)
                                                                                        ----------
    Net expenses                                                                            70,731
                                                                                        ----------
Net investment income                                                                      272,169

REALIZED AND UNREALIZED GAIN ON INVESTMENTS (NOTE 1)
  Net realized gain on investments                                                          32,319
  Change in unrealized appreciation on investment securities                               253,467
                                                                                        ----------
Net realized and unrealized gain on investments                                            285,786
                                                                                        ----------

Net increase in net assets resulting from operations                                    $  557,955
                                                                                        ==========
</TABLE>

SEE ACCOMPANYING NOTES.

                                       74
<PAGE>
                    Mitchell Hutchins Fixed Income Portfolio

                      Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                            YEAR ENDED JUNE 30,
                                                                           1995            1994
                                                                      -----------------------------

<S>                                                                    <C>              <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income                                                $   272,169      $  111,168
  Net realized gain (loss) on investments                                   32,319        (172,426)
  Net unrealized appreciation (depreciation)                               253,467        (150,618)
                                                                      ----------------------------
    Net increase (decrease) in net assets resulting from
      operations                                                           557,955        (211,876)

Distributions to shareholders from:
  Net investment income                                                    (98,000)        (29,000)

Capital share transactions:
  Proceeds from sales of shares                                          2,673,991       4,925,555
  Proceeds from reinvested dividends                                        98,000          29,000
  Cost of shares redeemed                                               (2,676,948)       (759,016)
                                                                      ----------------------------
    Net increase in net assets resulting from share
      transactions                                                          95,043       4,195,539
                                                                      ----------------------------

Total increase in net assets                                               554,998       3,954,663

NET ASSETS
Beginning of year                                                        4,860,499         905,836
                                                                      ----------------------------

End of year (including undistributed net investment income of
  $268,795 and $91,264, respectively)                                  $ 5,415,497      $4,860,499
                                                                      ============================

OTHER INFORMATION
Shares:
  Sold                                                                     263,300         470,254
  Issued through reinvestment of dividends                                   9,744           2,756
  Redeemed                                                                (261,523)        (73,851)
                                                                      ----------------------------
    Net increase                                                            11,521         399,159
                                                                      ============================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       75

<PAGE>
                    Mitchell Hutchins Fixed Income Portfolio

                              Financial Highlights


<TABLE>
<CAPTION>
                                                                                        JANUARY 5, 1993
                                                                                         (COMMENCEMENT
                                                 YEAR ENDED          YEAR ENDED          OF OPERATIONS)
                                                  JUNE 30,            JUNE 30,          THROUGH JUNE 30,
                                                    1995                1994                1993(B)
                                             --------------------------------------------------------------

<S>                                              <C>               <C>                  <C>
SELECTED PER-SHARE DATA
Net asset value, beginning of period             $     10.00       $      10.43         $      10.00
Income from investment operations:
  Net investment income                                 0.56               0.20                 0.19
  Net realized and unrealized gain (loss)
    on investments                                      0.53              (0.52)                0.24
                                             --------------------------------------------------------------
  Total from investment operations                      1.09              (0.32)                0.43
Less distributions:
  From net investment income                           (0.21)             (0.11)                   -
                                             --------------------------------------------------------------

Net asset value, end of period                   $     10.88       $      10.00         $      10.43
                                             ==============================================================

TOTAL RETURN(A)                                        11.08%             (3.06%)               8.67%

RATIOS AND SUPPLEMENTAL DATA
  Net assets, end of period                      $ 5,415,497       $  4,860,499         $    905,836
  Ratio of expenses to average net assets               1.40%              1.56%                1.56%
  Ratio of net investment income to
    average net assets                                  5.41%              3.62%                3.86%
  Ratio of expenses to average net assets
    before voluntary expense
    reimbursement (NOTE 2)                              1.59%              2.49%               15.72%
  Ratio of net investment income (loss)
    to average net assets before
    voluntary expense reimbursement
    (NOTE 2)                                            5.22%              2.68%               (1.64%)
  Portfolio turnover rate                                432%               527%                 103%
</TABLE>

(A) Total returns are not annualized.

(B) Data expressed as a percentage are annualized as appropriate.


                                       76
<PAGE>
                    Mitchell Hutchins Fixed Income Portfolio

                            Schedule of Investments

                                 June 30, 1995

<TABLE>
<CAPTION>
                                                                           PRINCIPAL
                                                                            AMOUNT            VALUE
                                                                      ----------------------------------

<S>                                                                      <C>              <C>  
CORPORATE BONDS (23.8%)

COMMUNICATIONS (1.2%)
  Consolidated Edison Company, 6.625%, due 7/1/2005                      $  70,000        $   69,131

DEPOSITORY INSTITUTIONS (7.3%)
  Bankamerica Corporation, 7.5%, due 10/15/2002                            100,000           102,936
  Citicorp, 8%, due 02/01/2003                                              35,000            37,212
  Great Western Bank, 9.875%, due 6/15/2001                                 70,000            79,087
  Mellon Financial Bank, 6.875%, due 03/01/2003                             40,000            39,862
  Midland Bank PLC, 7.65%, due 5/01/2025                                    40,000            42,281
  National Westminster Bank, 9.375%, due 11/15/2003                        110,000           126,339
                                                                                          ----------
                                                                                             427,717

DURABLE GOODS, WHOLESALE (2.1%)
  News America Corporation, 8.625%, due 2/1/2003                           115,000           124,030

ELECTRIC, GAS AND SANITARY SERVICE (1.8%)
  Citizen Utility Company, 7.6%, due 6/1/2006                              100,000           106,126

ELECTRONIC AND OTHER ELECTRICAL EQUIPMENT (4.2%)
  AT&T Corporation M-T-N, 6.3%, due 7/25/96                                140,000           140,493
  Phillips Electric Nv, 7.125%, due 5/15/2025                              100,000           102,669
                                                                                          ----------
                                                                                             243,162

NONDEPOSITORY INSTITUTION (4.7%)
  American General Finance, 7.25%, due 4/15/2000                           125,000           128,738
  Ford Motor Credit, 8%, due 12/1/97                                       140,000           145,081
                                                                                          ----------
                                                                                             273,819

SECURITY AND COMMODITY BROKERS (2.3%)
  Chase Manhattan, 7.5%, due 12/01/97                                      100,000           102,075
  Salomon CMO Series 93-C1 Class A1, 6.4%, due 1/18/2023                    32,983            32,818
                                                                                          ----------
                                                                                             134,893

TRANSPORTATION BY AIR (0.2%)
  Southwest Air, 9.4%, due 7/1/2001                                         10,000            11,224
                                                                                          ----------

TOTAL CORPORATE BONDS (Cost $1,350,631)                                                    1,390,102
</TABLE>

                                       77
<PAGE>
                    Mitchell Hutchins Fixed Income Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                           PRINCIPAL
                                                                            AMOUNT            VALUE
                                                                      ----------------------------------

<S>                                                                      <C>              <C>
GOVERNMENT DEBT SECURITIES (67.5%)

U.S. GOVERNMENT AGENCY-COLLATERALIZED MORTGAGE OBLIGATIONS (5.4%)
  Fed. Home Loan Mort. Corp., 7.83%, due 8/11/2004                       $  100,000       $  102,227
  Fed. Home Loan Mort. Corp., 8%, due 5/1/2014                               78,412           79,999
  Fed. Home Loan Mort. Corp., 8.585%, due 10/15/2006                         50,000           54,938
  Resolution Trust Corp. Series 95-C1, Class A-2B, 6.55%, due
    2/25/2027                                                                50,000           49,375
  Resolution Trust Corp. Series 95-C1, Class A-4B, 6.65%, due
    2/25/2027                                                                30,000           29,644
                                                                                          ----------
                                                                                             316,183

U.S. GOVERNMENT AGENCY MORTGAGE-BACKED SECURITIES (21.7%)
  Federal National Mortgage Assoc., 5.85%, due 2/2/1998                     120,000          119,612
  Federal National Mortgage Assoc., 7%, due 6/10/2002*                      120,000          117,900
  Federal National Mortgage Assoc., 7.5%, due 7/25/2025*                    230,000          230,575
  Federal National Mortgage Assoc., 8%, due 11/1/2023*                      193,000          196,558
  Federal National Mortgage Assoc., 8.4%, due 2/25/2009                      40,000           43,375
  Federal National Mortgage Assoc., 8.5%, due 5/01/2009                     168,019          174,109
  Gover. National Mortgage Assoc., 8%, due 4/15/2022                        315,001          322,482
  Gover. National Mortgage Assoc., 8%, due 11/15/2006                        25,432           26,188
  Gover. National Mortgage Assoc., 8%, due 11/15/2006                        35,646           36,748
                                                                                          ----------
                                                                                           1,267,547

U.S. GOVERNMENT OBLIGATIONS (40.4%)
  FDIC Series 94 Class, 7.85%, due 9/25/2025                                 51,000           52,482
  U.S. Treasury Notes, 4.75%, due 8/31/1998                                 200,000          193,124
  U.S. Treasury Notes, 5.625%, due 1/31/1998                                 10,000            9,933
  U.S. Treasury Notes, 6.375%, due 8/15/2002                                160,000          161,899
  U.S. Treasury Notes, 6.5%, due 11/30/1996                                 140,000          141,291
  U.S. Treasury Notes, 6.5%, due 5/15/2005                                  110,000          112,372
  U.S. Treasury Notes, 6.75%, due 5/31/1999                                 455,000          466,944
  U.S. Treasury Notes, 7.125%, due 2/15/2023                                490,000          516,259
  U.S. Treasury Notes, 7.25%, due 5/15/2004                                 100,000          106,766
  U.S. Treasury Notes, 7.5%, due 2/15/2005                                  102,000          111,069
  U.S. Treasury Notes, 7.5%, due 5/15/2002                                  225,000          242,226
</TABLE>

                                       78

<PAGE>
                    Mitchell Hutchins Fixed Income Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                           PRINCIPAL
                                                                            AMOUNT            VALUE
                                                                      ----------------------------------

<S>                                                                       <C>             <C>               
U.S. GOVERNMENT OBLIGATIONS (40.4%) (CONTINUED)
  U.S. Treasury Notes, 7.625%, due 2/15/2025                              $  80,000       $   90,350
  U.S. Treasury Notes, 12%, due 8/15/2013                                   110,000          162,250
                                                                                          ----------
                                                                                           2,366,965
                                                                                          ----------

TOTAL GOVERNMENT DEBT SECURITIES
  (Cost $3,878,154)                                                                        3,950,695

SHORT-TERM SECURITIES (8.7%)

U.S. GOVERNMENT OBLIGATIONS (6.8%)
  U.S. Treasury Bills, 5.11%, due 7/20/95                                   400,000          398,957

TIME DEPOSITS (1.9%)
  State Street Bank, 4.90%, due 7/31/95                                     107,726          107,726
                                                                                          ----------

TOTAL SHORT-TERM SECURITIES
  (Cost $506,683)                                                                            506,683
                                                                                          ----------

TOTAL INVESTMENTS (100.0%) (Cost $5,735,468)                                              $5,847,480
                                                                                          ==========
</TABLE>

*  Security purchased on a delayed delivery basis. (NOTE 1)

OTHER INFORMATION:
   Purchases and sales of securities,  excluding short-term securities,  for the
   year  ended  June  30,  1995,   aggregated   $21,083,997   and   $19,820,738,
   respectively.   Net  unrealized  appreciation  for  tax  purposes  aggregated
   $74,149,  of which $84,228 related to appreciated  investment  securities and
   $10,079 related to depreciated investment  securities.  The aggregate cost of
   securities for tax purposes is $5,773,331.

SEE ACCOMPANYING NOTES.

                                       79

<PAGE>
                    Mitchell Hutchins Money Market Portfolio

                      Statement of Assets and Liabilities

                                 June 30, 1995


<TABLE>
<S>                                                                                    <C>
ASSETS
Investment in securities, at amortized cost
  (NOTE 1)-See accompanying schedule                                                   $  6,768,830
Dividends, interest and other receivables                                                     6,639
                                                                                       ------------
TOTAL ASSETS                                                                              6,775,469

LIABILITIES
Cash overdraft                                                                                7,100
Accounts payable and accrued expenses                                                        15,274
                                                                                       ------------
TOTAL LIABILITIES                                                                            22,374
                                                                                       ------------

NET ASSETS, for 6,753,095 shares outstanding                                           $  6,753,095
                                                                                       ============

NET ASSET VALUE, offering and redemption price per share                               $       1.00
                                                                                       ============
</TABLE>

SEE ACCOMPANYING NOTES.

                                       80

<PAGE>
                    Mitchell Hutchins Money Market Portfolio

                            Statement of Operations

                            Year Ended June 30, 1995


<TABLE>
<S>                                                                                     <C>
INVESTMENT INCOME
  Interest                                                                              $  339,821

EXPENSES (NOTE 2)
  Investment advisory and management fees                                                   40,612
  Custody and accounting fees                                                               14,058
  Professional fees                                                                         14,202
  Directors' fees and expenses                                                               4,946
  Other expenses                                                                             5,001
                                                                                        ----------
    Total expenses before reimbursement                                                     78,819
    Less:  expense reimbursement (NOTE 2)                                                   (6,639)
                                                                                        ----------
    Net expenses                                                                            72,180
                                                                                        ----------
Net investment income                                                                      267,641
                                                                                        ----------

Net increase in net assets resulting from operations                                    $  267,641
                                                                                        ==========
</TABLE>

SEE ACCOMPANYING NOTES.


                                       81
<PAGE>
                    Mitchell Hutchins Money Market Portfolio

                      Statements of Changes in Net Assets


<TABLE>
<CAPTION>
                                                                            YEAR ENDED JUNE 30,
                                                                          1995             1994
                                                                      -----------------------------

<S>                                                                   <C>              <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income                                               $    267,641     $    74,688

Distributions to shareholders from:
  Net investment income                                                   (267,641)        (74,688)

Capital share transactions:
  Proceeds from sales of shares                                         11,346,439       8,424,833
  Proceeds from reinvested dividends                                       267,641          74,688
  Cost of shares redeemed                                              (10,313,402)     (3,800,689)
                                                                      ----------------------------
    Net increase in net assets resulting from share
      transactions                                                       1,300,678       4,698,832
                                                                      ----------------------------  

Total increase in net assets                                             1,300,678       4,698,832

NET ASSETS
Beginning of year                                                        5,452,417         753,585
                                                                      ----------------------------

End of year                                                           $  6,753,095     $ 5,452,417
                                                                      ============================

OTHER INFORMATION
Shares:
  Sold                                                                  11,346,439       8,424,833
  Issued through reinvestment of dividends                                 267,641          74,688
  Redeemed                                                             (10,313,402)     (3,800,689)
                                                                      ----------------------------
    Net increase                                                         1,300,678       4,698,832
                                                                      ============================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       82
<PAGE>
                    Mitchell Hutchins Money Market Portfolio

                              Financial Highlights


<TABLE>
<CAPTION>
                                                                                       JANUARY 12, 1993
                                                                                         (COMMENCEMENT
                                                 YEAR ENDED          YEAR ENDED          OF OPERATIONS)
                                                  JUNE 30,            JUNE 30,          THROUGH JUNE 30,
                                                    1995                1994                1993(B)
                                             -------------------------------------------------------------

<S>                                            <C>                <C>                   <C>
SELECTED PER-SHARE DATA
Net asset value, beginning of period           $      1.00        $       1.00          $       1.00
Income from investment operations:
  Net investment income                               0.04                0.02                  0.01
Less distributions:
  From net investment income                         (0.04)              (0.02)                (0.01)
                                             -------------------------------------------------------------

Net asset value, end of period                 $      1.00        $       1.00          $       1.00
                                             =============================================================

TOTAL RETURN(A)                                       4.30%               2.04%                 1.66%

RATIOS AND SUPPLEMENTAL DATA
  Net Assets, end of period                    $ 6,753,095        $  5,452,417          $    753,585
  Ratio of expenses to average net assets             1.15%               1.29%                 1.34%
  Ratio of net investment income to
    average net assets                                4.31%               2.19%                 1.67%
  Ratio of expenses to average net assets
    before voluntary expense
    reimbursement (NOTE 2)                            1.27%               2.08%                22.41%
  Ratio of net investment income (loss)
    to average net assets before
    voluntary expense reimbursement
    (NOTE 2)                                          4.20%               1.40%                (2.05%)
</TABLE>

(A) Total returns are not annualized.

(B) Data expressed as a percentage are annualized.

                                       83

<PAGE>
                    Mitchell Hutchins Money Market Portfolio

                            Schedule of Investments

                                 June 30, 1995

<TABLE>
<CAPTION>
                                                                           PRINCIPAL
                                                                            AMOUNT            VALUE
                                                                      ----------------------------------

<S>                                                                   <C>               <C>  
SHORT-TERM SECURITIES (100.0%)

CORPORATE BONDS (90.1%)

APPAREL AND ACCESSSORIES (2.2%)
  Melville Corporation, 6.19%, due 12/7/95                            $     150,000     $     145,899

AUTO REPAIR, SERVICES AND PARKING (3.0%)
  PHH Corp., 5.90%, due 7/7/95                                              200,000           199,803

CHEMICALS AND ALLIED PRODUCTS (8.7%)
  Eli Lilly Company, 5.93%, due 7/19/95                                     200,000           199,407
  SmithKline Beechum Corporation, 5.90%, due 7/12/95                        200,000           199,639
  Warner Lambert, 6.15%, due7/3/95                                          192,000           191,934
                                                                                         ------------
                                                                                              590,980

COMMUNICATIONS (5.9%)
  Ameritech Corporation, 5.93%, due 7/6/95                                  200,000           199,835
  Bellsouth Telecommunications, 5.90%, due 7/13/95                          200,000           199,607
                                                                                         ------------
                                                                                              399,442

DEPOSITORY INSTITUTIONS (5.9%)
  Barclays U.S Funding, 5.90%, due 7/11/95                                  200,000           199,672
  CS First Boston, 5.90%, due 7/17/95                                       200,000           199,476
                                                                                         ------------
                                                                                              399,148

DURABLE GOODS, WHOLESALE (6.0%)
  Daimler Benz N.A. Corporation, 6%, due 1/13/95                            200,000           199,123
  Siemens Corporation, 6.20%, due 7/28/95                                   210,000           209,928
                                                                                         ------------
                                                                                              409,051
ELECTRONIC AND OTHER ELECTRICAL EQUIPMENT (5.9%)
  Emerson Electronics, 6.00%, due 7/28/95                                   200,000           199,100
  Rockwell International, 5.97%, due 1/9/95                                 200,000           199,570
                                                                                         ------------
                                                                                              398,670
FOOD AND KINDRED PRODUCTS (6.7%)
  Coca Cola Company, 5.94%, due 7/27/95                                     256,000           254,902
  Unilever Capital Corporation, 5.92, due 7/6/95                            200,000           199,836
                                                                                         ------------
                                                                                              454,738
</TABLE>

                                       84
<PAGE>
                    Mitchell Hutchins Money Market Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                           PRINCIPAL
                                                                            AMOUNT            VALUE
                                                                      ----------------------------------

<S>                                                                    <C>              <C>
CORPORATE BONDS (CONTINUED)

GENERAL MERCHANDISE STORES (2.9%)
  WalMart Stores, Inc., 5.92%, due 8/1/95                              $    200,000     $     198,980

HOLDING AND OTHER INVESTMENT OFFICES (4.9%)
  BTR Dunlop, 6.16%, due 8/21/95                                            150,000           148,691
  Preferred Receivables, 5.90%, due 7/5/95                                  180,000           179,882
                                                                                        -------------
                                                                                              328,573

INSURANCE CARRIERS (5.4%)
  Metlife Funding, Inc., 5.92%, due 7/14/95                                 200,000           199,572
  USAA Capital Corporation, 5.94%, due 7/27/95                              165,000           164,292
                                                                                        -------------
                                                                                              363,864

MISCELLANEOUS RETAIL (2.9%)
  Toys R Us, 5.94%, due 7/17/95                                             200,000           199,472

NONDEPOSITORY INSTITUTION (23.9%)
  AT&T Capital Corp., 5.93%, due 7/27/95                                    200,000           199,143
  Delaware Funding Corporation, 5.96%, due 7/25/95                          200,000           199,205
  JC Penney Funding Corporation, 5.85%, due 7/14/95                         200,000           199,578
  Merrill Lynch, 5.93%, due 7/14/95                                         200,000           199,572
  Motorola Credit Corporation, 5.90%, due 7/12/95                           200,000           199,639
  MPS U.S. Commercial Paper, 5.98%, due 7/24/95                             250,000           249,045
  Pitney Bowes Credit Corporation, 6%, due 7/17/95                          200,000           199,474
  Toyota Motor Credit Corporation, 6.30%, due 11/13/95                      175,000           170,866
                                                                                        -------------
                                                                                            1,616,522

NONDURABLE GOODS, WHOLESALE (2.9%)
  Nestle Capital Corporation, 5.72, due 10/23/95                            200,000           196,377

SECURITY AND COMMODITY BROKERS (2.9%)
  Goldman Sachs Group, 5.90%, due 7/18/95                                   200,000           199,443
                                                                                        -------------
</TABLE>

                                       85

<PAGE>
                    Mitchell Hutchins Money Market Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                           PRINCIPAL
                                                                            AMOUNT            VALUE
                                                                      ----------------------------------

<S>                                                                      <C>             <C>
CORPORATE BONDS (CONTINUED)

TOTAL CORPORATE BONDS (Cost $6,100,962)                                                  $  6,100,962

GOVERNMENT DEBT SECURITIES (9.9%)

U.S. GOVERNMENT AND GOVERNMENT AGENCIES (9.9%)
  Federal Farm Credit Bank Discount Note, 5.88%, due 8/7/95              $  140,000           139,154
  Federal National Mortgage Assoc., Discount Note, 5.87%,
    due 7/21/95                                                             200,000           199,348
  Federal National Mortgage Assoc., Discount Note, 5.87%,
    due 7/10/95                                                             250,000           249,633
  U.S. Treasury Bills, 6.325%, due 7/20/95                                   80,000            79,733
                                                                                         ------------

TOTAL GOVERNMENT DEBT SECURITIES
  (Cost $667,868)                                                                             667,868
                                                                                         ------------

TOTAL SHORT-TERM SECURITIES
  (Cost $6,768,830)                                                                         6,768,830
                                                                                         ------------

TOTAL INVESTMENTS (100.0%) (Cost $6,768,830)                                             $  6,768,830
                                                                                         ============
</TABLE>

SEE ACCOMPANYING NOTES.

                                       86

<PAGE>
                     Morgan Stanley Asian Growth Portfolio

                      Statement of Assets and Liabilities

                                 June 30, 1995


<TABLE>
<S>                                                                                    <C>
ASSETS
Investment in securities, at value (cost $12,945,471)
  (NOTE 1)-See accompanying schedule                                                   $  13,163,401
Dividends, interest and other receivables                                                     48,716
Deferred organization costs (NOTE 1)                                                           9,032
                                                                                       -------------
TOTAL ASSETS                                                                              13,221,149

LIABILITIES
Cash overdraft                                                                               141,547
Payable for investment securities purchased                                                  225,024
Accounts payable and accrued expenses                                                         29,915
                                                                                       -------------
TOTAL LIABILITIES                                                                            396,486
                                                                                       -------------

NET ASSETS                                                                             $  12,824,663
                                                                                       =============

Net Assets consist of:
  Paid-in capital                                                                      $  12,633,934
  Undistributed net investment income                                                         14,748
  Undistributed net realized loss on investments and foreign currency
    transactions                                                                             (42,298)
  Net unrealized appreciation (depreciation) on investments and assets and
    liabilities in foreign currencies                                                        218,279
                                                                                       -------------

NET ASSETS, for 1,259,429 shares outstanding                                           $  12,824,663
                                                                                       =============

NET ASSET VALUE, offering and redemption price per share                               $       10.18
                                                                                       =============
</TABLE>

SEE ACCOMPANYING NOTES.

                                       87

<PAGE>
                     Morgan Stanley Asian Growth Portfolio

                            Statement of Operations

                            Year Ended June 30, 1995

<TABLE>
<S>                                                                                  <C>
INVESTMENT INCOME
  Dividends (net of foreign taxes withheld of $4,837)                                $       163,806
  Interest                                                                                    93,141
                                                                                     ---------------
Total investment income                                                                      256,947

EXPENSES (NOTE 2)
  Investment advisory and management fees                                                     97,281
  Custody and accounting fees                                                                 54,890
  Professional fees                                                                           16,703
  Directors' fees and expenses                                                                 4,950
  Regulatory fees                                                                              4,657
  Amortization of deferred costs                                                               2,279
  Other expenses                                                                               3,650
                                                                                     ---------------
    Total expenses                                                                           184,410
                                                                                     ---------------
Net investment income                                                                         72,537

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN
  CURRENCY (NOTE 1)
Net realized loss on:
  Investment securities                                                                      (42,299)
  Foreign currency transactions                                                              (57,753)
                                                                                     ---------------
    Net realized loss                                                                       (100,052)

Change in unrealized appreciation on:
  Investment securities                                                                      217,930
  Translation of assets and liabilities in foreign currencies                                    349
                                                                                     ---------------
    Change in unrealized appreciation                                                        218,279
                                                                                     ---------------
Net realized and unrealized gain on investments                                              118,227
                                                                                     ---------------

Net increase in net assets resulting from operations                                 $       190,764
                                                                                     ===============
</TABLE>

SEE ACCOMPANYING NOTES.

                                       88
<PAGE>
                     Morgan Stanley Asian Growth Portfolio

                       Statement of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                                          JUNE 15, 1994
                                                                                          (COMMENCEMENT
                                                                      YEAR ENDED          OF OPERATIONS)
                                                                       JUNE 30,          THROUGH JUNE 30,
                                                                         1995                 1994
                                                                    --------------------------------------

<S>                                                                   <C>                    <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income                                               $    72,537            $      465
  Net realized loss on investments and foreign currency
    transactions                                                         (100,052)                    -
  Net unrealized appreciation on investments and translation
    of assets and liabilities in foreign currency                         218,279                     -
                                                                      ---------------------------------
    Net increase in net assets resulting from operations                  190,764                   465

Distributions to shareholders from:
  Net investment income                                                      (500)                    -

Capital share transactions:
  Proceeds from sales of shares                                        12,547,902             1,904,892
  Proceeds from reinvested dividends                                          500                     -
  Cost of shares redeemed                                              (1,819,360)                    -
                                                                      ---------------------------------
    Net increase in net assets resulting from share
      transactions                                                     10,729,042             1,904,892
                                                                      ---------------------------------

Total increase in net assets                                           10,919,306             1,905,357

NET ASSETS
Beginning of period                                                     1,905,357                     -
                                                                      ---------------------------------

End of period (including undistributed net investment income of
  $14,748 and $465, respectively)                                     $12,824,663            $1,905,357
                                                                      =================================

OTHER INFORMATION
Shares:
  Sold                                                                  1,262,727               190,495
  Issued through reinvestment of dividends                                     49                     -
  Redeemed                                                               (193,842)                    -
                                                                      ---------------------------------
    Net increase                                                        1,068,934               190,495
                                                                      =================================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       89

<PAGE>
                     Morgan Stanley Asian Growth Portfolio

                              Financial Highlights


<TABLE>
<CAPTION>
                                                                                        JUNE 15, 1994
                                                                                        (COMMENCEMENT
                                                                        YEAR ENDED      OF OPERATIONS)
                                                                         JUNE 30,      THROUGH JUNE 30,
                                                                           1995            1994(B)
                                                                     -----------------------------------
                                   
<S>                                                                   <C>                 <C>
SELECTED PER-SHARE DATA
Net asset value, beginning of period                                  $      10.00        $      10.00
Income from investment operations:
  Net investment income                                                       0.01                0.00(C)
  Net realized and unrealized gain on
    investments                                                               0.17                   -
                                                                      --------------------------------
  Total from investment operations                                            0.18                0.00
Less distributions:
  From net investment income                                                  0.00(C)                -
                                                                      --------------------------------

Net asset value, end of period                                        $      10.18        $      10.00
                                                                      ================================

TOTAL RETURN(A)                                                               1.80%               0.52%

RATIOS AND SUPPLEMENTAL DATA
  Net assets, end of period                                           $ 12,824,663        $  1,905,357
  Ratio of expenses to average net
    assets(D)                                                                 1.92%               0.75%
  Ratio of net investment income to
    average net assets(D)                                                      .76%               0.59%
  Portfolio turnover rate                                                       30%                  -
</TABLE>

(A) Total returns are not annualized.

(B) Data expressed as a percentage are annualized as appropriate.

(C) Less than $0.01 per share.

(D) The ratios of  expenses  and net  investment  income to  average  net assets
    before voluntary expense reimbursement were 9.79% and (8.44%), respectively,
    for the period June 15, 1994  (commencement of operations)  through June 30,
    1994. (NOTE 2)

                                       90

<PAGE>
                     Morgan Stanley Asian Growth Portfolio

                            Schedule of Investments

                                 June 30, 1995


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ----------------------------------

<S>                                                                         <C>            <C>
COMMON STOCKS (93.6%)

AUSTRALIA (0.1%)
  Odin Mining & Investment                                                    1,250        $      382

HONG KONG (26.6%)
  Cheung Kong Holdings, Ltd.                                                105,000           519,728
  Citic Pacific Limited                                                      71,000           178,470
  CP Pokphand                                                               168,000            59,165
  Guangdong Investments                                                     600,000           327,617
  Harbin Power Equipment Company*                                           205,000            65,572
  Hong Kong Telecom                                                         257,000           508,174
  Hopewell Holdings                                                         200,000           169,301
  HSBC Holdings                                                              24,640           316,053
  Hutchison Whampoa                                                          89,000           430,180
  Maanshan Iron & Steel                                                     102,000            21,355
  New World Development Company                                              91,000           302,835
  Shenzhen North Jianshe                                                     50,000            24,232
  Sun Hung Kai Properties                                                    25,000           184,971
  Swire Pacific Limited                                                      45,000           343,125
  Yizheng Chemical Fibre Company                                            150,000            52,341
                                                                                           ----------
                                                                                            3,503,119
INDONESIA (7.4%)
  Asiana Imi Industry*                                                       10,000             4,266
  Bimantara Citra                                                           230,000           129,097
  Duta Pertiwi Realty                                                        35,000            36,147
  Keramika Indonesia Assos                                                   32,500            43,781
  Ometraco Finance -Rights                                                   32,000                 -
  Ometraco Finance                                                           80,000            57,476
  Private Bank International Indo*                                           26,000            80,265
  Private Charoen Pokphand Indo*                                             30,000            65,335
  Private Indocement Tunggal Prakarsa                                        20,000            78,581
  Private Indonesia Satellite                                                 3,200           122,400
  Private Indosat                                                            25,000            95,420
  Private Kalbe Farma*                                                       20,000            91,603
  Private Sorini Corp                                                        20,000            95,644
  Private United Tractors                                                    35,000            74,652
                                                                                           ----------
                                                                                              974,667
</TABLE>

                                       91

<PAGE>
                     Morgan Stanley Asian Growth Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                         <C>            <C>
COMMON STOCKS (CONTINUED)

MALAYSIA (20.6%)
  Bandar Raya Developments                                                   15,000        $   32,609
  Genting Berhad                                                             37,000           365,751
  Land & General Berhad                                                      37,500           125,359
  Magnum Corporation Berhad                                                  18,000            42,084
  Malayan Banking Berhad                                                     59,000           467,063
  Malaysian International Ship                                               34,000            99,713
  Malaysian Resources Corporation                                            39,000            68,786
  Mulpha International Berhad                                                20,000            24,282
  Renong Berhad                                                             100,000           186,216
  Resorts World Berhad                                                       54,000           316,735
  Sime Darby Berhad                                                          48,000           133,880
  Tan & Tan Development                                                      60,000            74,815
  Technology Resources*                                                      22,000            63,167
  Telekom Malaysia Berhad                                                    40,000           303,527
  Tenaga Nasional Berhad                                                     52,000           212,223
  Time Engineering Berhad                                                    13,000            43,724
  United Engineers, Ltd                                                      24,000           152,584
                                                                                           ----------
                                                                                            2,712,518

PAKISTAN (0.2%)
  Pakistan Telecom, Ltd.*                                                       300            30,450

PHILIPPINES (6.1%)
  Aboitiz Equity Ventures*                                                  465,600            94,797
  Ayala Land, Inc                                                            55,000            63,528
  Benpres Holding Corporation*                                                5,500            45,375
  JG Summit Holdings                                                        395,000           114,448
  Manila Electric Company                                                    15,000           120,399
  Petron Corporation                                                        197,500           129,527
  Philipino Telephone Corporation                                             8,000             6,265
  Philippine Long Distance                                                      900            64,311
  San Miguel Corporation                                                     15,600            64,746
  SM Prime Holdings, Ltd.*                                                  241,800            66,273
  Universal Robina Corporation                                               73,200            37,259
                                                                                           ----------
                                                                                              806,928
</TABLE>

                                       92

<PAGE>
                     Morgan Stanley Asian Growth Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                            NUMBER
                                                                           OF SHARES          VALUE
                                                                      ---------------------------------

<S>                                                                         <C>            <C>
COMMON STOCKS (CONTINUED)

SINGAPORE (14.8%)
  British American Tobacco                                                   10,000        $   45,634
  City Developments, Ltd                                                     32,000           195,848
  DBS Land, Ltd.                                                             56,000           175,576
  Development of Bank Singapore                                              19,000           216,249
  Fraser & Neave, Ltd.                                                       10,000           115,247
  Keppel Corporation, Ltd.                                                   22,000           179,528
  Overseas Chinese Banking                                                   20,000           221,904
  Overseas Union Bank                                                        10,000            62,992
  Sembawamg Corporation, Ltd.                                                18,000           109,520
  Singapore Press Holdings                                                    7,200           107,717
  Singapore Technologies                                                    110,000           166,929
  Straits Steamship Land, Ltd.                                               22,000            76,220
  Straits Trading Company                                                    20,000            50,107
  United Overseas Bank                                                       24,000           226,772
                                                                                           ----------
                                                                                            1,950,243

SOUTH KOREA (3.2%)
  Pohang Iron & Steel                                                         2,500            73,750
  Samsung Electronics                                                         2,794           148,781
  Samsung Electronics New                                                     2,000           192,500
                                                                                           ----------
                                                                                              415,031

THAILAND (14.5%)
  Advanced Information Service                                                4,600            67,458
  Bangkok Bank Company, Ltd.                                                 25,000           275,471
  Charoen Pokphand Feedmill                                                   9,000            53,595
  Finance One Company, Ltd.                                                  29,600           218,238
  National Finance & Security                                                 8,400            41,175
  National Finance & Security Warrants                                        7,800                 -
  Phatra Thanakit Company, Ltd.                                              13,500           112,660
</TABLE>

                                       93

<PAGE>
                     Morgan Stanley Asian Growth Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                           NUMBER OF
                                                                           SHARES OR
                                                                           PRINCIPAL
                                                                            AMOUNT            VALUE
                                                                      ---------------------------------

<S>                                                                     <C>               <C>
COMMON STOCKS (CONTINUED)

THAILAND (14.5%) (CONTINUED)
  Shinawatra  Computer Co                                                    5,700        $   137,160
  Siam Cement Company                                                        2,700            172,380
  Siam Commercial Bank Company                                              13,000            124,288
  Telecomasia Corporation*                                                  67,000            248,349
  Thai Farmers Bank, Ltd.                                                   27,000            258,132
  Thai Telephone & Telecom*                                                 17,000            140,490
  United Communication                                                       4,000             60,280
                                                                                          -----------
                                                                                            1,909,676

UNITED STATES (0.1%)
  Jilin Chemical Industrial Company*                                         1,200             23,100
                                                                                          -----------

TOTAL COMMON STOCKS (Cost $12,108,184)                                                     12,326,114

SHORT-TERM SECURITIES (6.4%)

TIME DEPOSITS (6.4%)
  State Street Bank, 4.90%, due 7/3/95                                  $  837,287            837,287
                                                                                          -----------

TOTAL SHORT-TERM SECURITIES (Cost $837,287)                                                   837,287
                                                                                          -----------

TOTAL INVESTMENTS (100.0%) (Cost $12,945,471)                                             $13,163,401
                                                                                          ===========
</TABLE>

*  Non-income producing

OTHER INFORMATION:
   Purchases and sales of securities  excluding short-term  securities,  for the
   year  ended  June  30,   1995,   aggregated   $14,759,349   and   $2,657,683,
   respectively.   Net  unrealized  appreciation  for  tax  purposes  aggregated
   $217,930, of which $727,184 related to appreciated  investment securities and
   $509,254 related to depreciated investment securities.  The aggregate cost of
   securities is the same for book and tax purposes.

SEE ACCOMPANYING NOTES.

                                       94

<PAGE>
                     Morgan Stanley Asian Growth Portfolio

                      Schedule of Investments (continued)


As of June 30, 1995, the Portfolio had investments in the following  industries.
The allocation is based on the percentage of total Portfolio investments.

<TABLE>
<CAPTION>
                                                                          PERCENT OF
                                                                             TOTAL
                                                                          INVESTMENTS
                                                                          -----------

<S>                                                                         <C>
INDUSTRY
  Amusement and Recreation Services                                           5.5%
  Business Services                                                           3.8
  Chemicals and Allied Products                                               1.3
  Communications                                                             13.5
  Depository Institutions                                                    16.5
  Durable Goods, Wholesale                                                    0.2
  Electric, Gas and Sanitary Services                                         2.5
  Electronic and Other Electric Equipment                                     3.1
  Engineering and Management Services                                         2.4
  Fabricated Metal Products                                                   0.2
  Food and Kindred Products                                                   3.7
  Forestry                                                                    1.0
  Government                                                                  6.2
  Holding and Other Investment Offices                                       19.0
  Industrial Machinery and Equipment                                          1.6
  Miscellaneous Holdings                                                      0.2
  Nondepository Institutions                                                  1.3
  Petroleum and Coal Products                                                 1.0
  Primary Metal Industries                                                    1.0
  Printing and Publishing                                                     0.8
  Real Estate                                                                 6.8
  Securities Brokers and Dealers                                              0.3
  Stone, Clay and Glass Products                                              2.2
  Transportation by Air                                                       2.6
  Transportation Equipment                                                    2.2
  Tobacco Products                                                            0.3
  Water Transportation                                                        0.8
                                                                           -------

                                                                            100.0%
                                                                           =======
</TABLE>

SEE ACCOMPANYING NOTES.

                                       95
<PAGE>
                 Morgan Stanley Worldwide High Income Portfolio

                      Statement of Assets and Liabilities

                                 June 30, 1995


<TABLE>
<S>                                                                                    <C>
ASSETS
Investment in securities, at value (cost $7,299,960)
  (NOTE 1)-See accompanying schedule                                                   $  7,032,585
Cash                                                                                          3,768
Receivable for investment securities sold                                                   404,905
Dividends, interest and other receivables                                                   135,469
Deferred organization costs (NOTE 1)                                                          9,125
                                                                                       ------------
TOTAL ASSETS                                                                              7,585,852

LIABILITIES
Payable for investment securities purchased                                               1,322,888
Accounts payable and accrued expenses                                                        21,067
                                                                                       ------------
TOTAL LIABILITIES                                                                         1,343,955
                                                                                       ------------

NET ASSETS                                                                             $  6,241,897
                                                                                       ============

Net Assets consist of:
  Paid-in capital                                                                      $  6,059,757
  Undistributed net investment income                                                       532,957
  Undistributed net realized loss on investments                                            (83,442)
  Net unrealized depreciation on investment securities                                     (267,375)
                                                                                       ------------

NET ASSETS, for 600,165 shares outstanding                                             $  6,241,897
                                                                                       ============

NET ASSET VALUE, offering and redemption price per share                               $      10.40
                                                                                       ============
</TABLE>

SEE ACCOMPANYING NOTES.

                                       96

<PAGE>
                 Morgan Stanley Worldwide High Income Portfolio

                            Statement of Operations

                            Year Ended June 30, 1995


<TABLE>
<S>                                                                              <C>
INVESTMENT INCOME
  Interest                                                                       $    624,658

EXPENSES (NOTE 2)
  Investment advisory and management fees                                              48,816
  Custody and accounting fees                                                          13,202
  Professional fees                                                                    16,703
  Directors' fees and expenses                                                          4,950
  Amortization of deferred costs                                                        2,185
  Other expenses                                                                        5,770
                                                                                 ------------
    Total expenses                                                                     91,626
                                                                                 ------------
Net investment income                                                                 533,032

REALIZED AND UNREALIZED LOSS ON INVESTMENTS (NOTE 1)
  Net realized loss on investments                                                    (83,442)
  Change in unrealized depreciation on investment securities                         (267,375)
                                                                                 ------------
Net realized and unrealized loss on investments                                      (350,817)
                                                                                 ------------

Net increase in net assets resulting from operations                             $    182,215
                                                                                 ============
</TABLE>

SEE ACCOMPANYING NOTES.

                                       97

<PAGE>
                 Morgan Stanley Worldwide High Income Portfolio

                       Statement of Changes in Net Assets


<TABLE>
<CAPTION>
                                                                                       JUNE 15, 1994
                                                                                       (COMMENCEMENT
                                                                   YEAR ENDED          OF OPERATIONS)
                                                                    JUNE 30,              THROUGH
                                                                      1995             JUNE 30, 1994
                                                                 --------------------------------------

<S>                                                                 <C>                     <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income                                             $   533,032             $    225
  Net realized loss on investments                                      (83,442)                   -
  Net unrealized depreciation                                          (267,375)                   -
                                                                    --------------------------------
    Net increase in net assets resulting from operations                182,215                  225

Distributions to shareholders from:
  Net investment income                                                    (300)                   -

Capital share transactions:
  Proceeds from sales of shares                                       9,617,478              687,259
  Proceeds from reinvested dividends                                        300                    -
  Cost of shares redeemed                                            (4,245,280)                   -
                                                                    --------------------------------
    Net increase in net assets from share transactions                5,372,498              687,259
                                                                    --------------------------------

Total increase in net assets                                          5,554,413              687,484

NET ASSETS
Beginning of period                                                     687,484                    -
                                                                    --------------------------------

End of period (including undistributed net investment income
  of $532,957 and $225, respectively)                               $ 6,241,897             $687,484
                                                                    ================================

OTHER INFORMATION
Shares:
  Sold                                                                  966,462               68,726
  Issued through reinvestment of dividends                                   30                    -
  Redeemed                                                             (435,053)                   -
                                                                    --------------------------------
    Net increase                                                        531,439               68,726
                                                                    ================================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       98

<PAGE>
                 Morgan Stanley Worldwide High Income Portfolio

                              Financial Highlights


<TABLE>
<CAPTION>
                                                                                       JUNE 15, 1994
                                                                                       (COMMENCEMENT
                                                                     YEAR ENDED        OF OPERATIONS)
                                                                      JUNE 30,            THROUGH
                                                                        1995          JUNE 30, 1994(B)
                                                                   -------------------------------------

<S>                                                                 <C>                    <C>
SELECTED PER-SHARE DATA
Net asset value, beginning of period                                $     10.00            $     10.00
Income from investment operations:
  Net investment income                                                    0.89                   0.00(C)
  Net realized and unrealized loss on
    investments                                                           (0.49)                     -
                                                                    ----------------------------------
  Total from investment operations                                         0.40                   0.00
Less distributions:
  From net investment income                                               0.00(C)                   -
                                                                    ----------------------------------

Net asset value, end of period                                      $     10.40            $     10.00
                                                                    ==================================

TOTAL RETURN(A)                                                            4.00%                  0.79%

RATIOS AND SUPPLEMENTAL DATA
  Net assets, end of period                                         $ 6,241,897            $   687,484
  Ratio of expenses to average net
    assets(D)                                                              1.61%                  0.85%
  Ratio of net investment income to
    average net assets(D)                                                  9.28%                  0.80%
  Portfolio turnover rate                                                   142%                     -
</TABLE>

(A) Total returns are not annualized.

(B) Data expressed as a percentage are annualized as appropriate.

(C) Less than $0.01 per share.

(D) The ratios of  expenses  and net  investment  income to  average  net assets
    before   voluntary   expense   reimbursement   were  24.78%  and   (23.13%),
    respectively,  for the period June 15,  1994  (commencement  of  operations)
    through June 30, 1994. (NOTE 2)

                                       99

<PAGE>
                 Morgan Stanley Worldwide High Income Portfolio

                            Schedule of Investments

                                 June 30, 1995


<TABLE>
<CAPTION>
                                                                           PRINCIPAL
                                                                            AMOUNT            VALUE
                                                                      ----------------------------------

<S>                                                                      <C>               <C>    
CORPORATE BONDS (61.3%)

ARGENTINA (6.8%)
  Banco de Galicia, 9%, due 11/1/2003                                    $  300,000        $  211,500
  Transport De Gas Del Sur,7.75%, due 12/23/98 (a)                          300,000           264,750
                                                                                           ----------
                                                                                              476,250

BRAZIL (19.5%)
  Compania Brasil, 12.5%, due 12/22/97 (a)                                  330,000           320,925
  Iochpe-Maxion 12.375%, due 11/8/2002                                      500,000           440,000
  Iochpe-Maxion S.A., 12.375%, due 11/8/2002 (a)                            250,000           220,000
  Klabin Fabric, 11%, due 4/15/98                                           400,000           392,000
                                                                                           ----------
                                                                                            1,372,925

CANADA (8.9%)
  Algoma Steel, Inc., 12.375%, due 7/15/2005                                250,000           225,385
  Rogers Cablesystems, Inc., 10% due 3/15/2005 (a)                          150,000           154,125
  Sherritt, Inc., 10.5%, due 3/31/2014                                      250,000           244,375
                                                                                           ----------
                                                                                              623,885

MEXICO (4.9%)
  Banco Nacional Com Ext, 7.25%, due 2/2/2004                               150,000           108,000
  Cemex SA de C.V., 9.5%, due 9/20/2001 (a)                                 300,000           234,000
                                                                                           ----------
                                                                                              342,000

NIGERIA (4.7%)
  Central Bank of Nigeria, 6.25%, due 11/15/2020                            750,000           331,875
  Central Bank of Nigeria-Warrants                                              750                 -
                                                                                           ----------
                                                                                              331,875

UNITED STATES (16.5%)
  AES Corporation, 9.75%, due 6/15/2000                                     250,000           253,125
  Continental Cablevision, 8.875%, due 9/15/2005                            200,000           204,000
  Pronet, Inc., 11.875%, due 6/15/2005 (a)                                  150,000           150,750
  Six Flags Theme Parks, 12.25%, due 6/15/2005 (a), (b)                     100,000            72,000
  Viacom International, 8%, due 7/7/2006                                    250,000           243,438
  Westpoint Stevens, 9.375%, due 12/15/2005                                 250,000           240,625
                                                                                           ----------
                                                                                            1,163,938
                                                                                           ----------
</TABLE>

                                      100

<PAGE>
                 Morgan Stanley Worldwide High Income Portfolio

                      Schedule of Investments (continued)


<TABLE>
<CAPTION>
                                                                           PRINCIPAL
                                                                            AMOUNT            VALUE
                                                                      ----------------------------------
<S>                                                                       <C>             <C>
CORPORATE BONDS (CONTINUED)

TOTAL CORPORATE BONDS (Cost $4,370,176)                                                   $ 4,310,873

GOVERNMENT BONDS (29.0%)

BRAZIL (7.9%)
  Brazil Federated Republic, 7.3125%, due 4/15/2009                       $  500,000          269,375
  Minas Gerais XWB, 8.25%, due 2/10/2000                                     370,000          288,600
                                                                                          -----------
                                                                                              557,975

BULGARIA (1.5%)
  Bulgaria Federated Republic, 7.5625%, due 7/28/2011 (c)                    240,000          101,400

ECUADOR (3.5%)
  Ecuador - Discount, 7.25%, due 2/28/2025 (c)                               500,000          248,750

MEXICO (9.9%)
  Mexico Government Par, 6.25%, due 12/31/2019                               750,000          457,500
  Mexico Bond Warrants                                                       750,000                -
  Petro Mexicanos, 8.625%, due 12/1/2023 (a)                                 350,000          238,000
                                                                                          -----------
                                                                                              695,500

PANAMA (2.7%)
  Republic of Panama, 7.25%, due 5/10/2002 (c)                               250,000          192,500

VENEZUELA (3.5%)
  Venezuela Debt Convertible Bonds - Floating, 8.812%, due
    12/18/2007 (c)                                                           500,000          246,875
                                                                                          -----------

TOTAL GOVERNMENT BONDS (Cost $2,251,072)                                                    2,043,000

SHORT-TERM SECURITIES (9.7%)

TIME DEPOSITS (9.7%)
  State Street Bank, 4.90%, due 7/3/95                                       678,712          678,712
                                                                                          -----------

TOTAL SHORT-TERM SECURITIES (Cost $678,712)                                                   678,712
                                                                                          -----------

TOTAL INVESTMENTS (100.0%) (Cost $7,299,960)                                              $ 7,032,585
                                                                                          ===========
</TABLE>
                                      101
<PAGE>
                 Morgan Stanley Worldwide High Income Portfolio

                      Schedule of Investments (continued)


OTHER INFORMATION:
   Purchases and sales of securities  excluding short-term  securities,  for the
   year  ended  June  30,   1995,   aggregated   $14,399,071   and   $7,773,317,
   respectively.   Net  unrealized  depreciation  for  tax  purposes  aggregated
   $269,706, of which $366,689 related to depreciated  investment securities and
   $96,983 related to appreciated investment  securities.  The aggregate cost of
   securities for tax purposes is $7,302,291.

As of June 30, 1995, the Portfolio had investments in the following  industries.
The allocation is based on the percentage of total Portfolio investments.

<TABLE>
<CAPTION>
                                                                          PERCENT OF
                                                                             TOTAL
                                                                          INVESTMENTS
                                                                          -----------

<S>                                                                         <C>
INDUSTRY
  Amusement and Recreation Services                                           1.0%
  Apparel and Other Finished Products                                         3.4%
  Chemicals and Allied Products                                               3.5%
  Communications                                                              8.5%
  Depository Institutions                                                     9.3%
  Durable Goods, Wholesale                                                    3.8%
  Electric, Gas and Sanitary Services                                         3.6%
  General Building Contractors                                                4.6%
  Governments                                                                35.3%
  Industrial Machinery and Equipment                                         11.5%
  Petroleum and Coal Products                                                 3.4%
  Primary Metal Industries                                                    3.2%
  Stone, Clay and Glass Products                                              3.3%
  Textile Mill Products                                                       5.6%
                                                                          ---------

                                                                            100.0%
                                                                          =========
</TABLE>

(a) Security exempt from  registration  under Rule 144a of the Securities Act of
    1933.   These   securities  may  be  resold  in  transactions   exempt  from
    registration, normally to qualified institutional buyers.

(b) Deferred  interest  obligation;  currently  zero  coupon  under terms of the
    initial offering.

(c) Variable rate note or floating rate note, rate shown effective at 6/30/95.

SEE ACCOMPANYING NOTES.

                                      102

<PAGE>
                             The Legends Fund, Inc.

                         Notes to Financial Statements

                                 June 30, 1995



1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

The Legends Fund, Inc. (the "Fund") was formed as a Maryland corporation on July
22, 1992. The Fund is registered  under the  Investment  Company Act of 1940, as
amended,  as an  open-end  management  investment  company.  The  Fund  has  ten
investment  portfolios  (the  "Portfolios")-Renaissance  Balanced,  Zweig  Asset
Allocation,  Nicholas-Applegate Balanced, Harris Bretall Sullivan & Smith Equity
Growth,  Dreman Value, Zweig Equity (Small Cap), Mitchell Hutchins Fixed Income,
Mitchell  Hutchins Money Market,  Morgan Stanley Asian Growth and Morgan Stanley
Worldwide High Income.  Integrity Financial Services, Inc. ("IFS"), a registered
broker-dealer  with the  Securities  Exchange  Act of 1934  and a member  of the
National Association of Securities Dealers, Inc., distributes shares of the Fund
to the separate accounts of Integrity Life Insurance  Company  ("Integrity") and
its  wholly  owned  subsidiary,   National   Integrity  Life  Insurance  Company
("National Integrity").

ARM Financial Group, Inc. ("ARM") is the ultimate parent of Integrity,  National
Integrity,  and IFS. ARM is a financial  services  company  providing retail and
institutional  products and  services to the  long-term  savings and  retirement
market.  At June 30, 1995, ARM had  approximately  $4.8 billion of  policyholder
deposits and funds under management.

ARM was organized in July 1993 by the Morgan Stanley  Leveraged  Equity Fund II,
L.P.  ("MSLEF II") and Analytical  Risk  Management,  Ltd. (now known as Oldarm,
L.P.).  MSLEF  II,  and  investment  fund  sponsored  by  Morgan  Stanley  & Co.
Incorporated ("Morgan Stanley"),  and, as a result of an additional  investment,
certain other private equity funds managed by Morgan  Stanley own  approximately
91% of the outstanding shares of voting stock of ARM. Oldarm, L.P., New ARM, LLC
and certain  employees,  management  and  independent  directors  of ARM and its
subsidiaries own in the aggregate approximately 9% of the voting stock of ARM.

On June 14, ARM completed the acquisition of substantially all of the assets and
business  operations  of SBM Company  ("SBM"),  including  all of the issued and
outstanding  capital stock of SBM's  subsidiaries,  State Bond and Mortgage Life
Insurance Company ("SBM Life") and SBM Financial Services,  Inc. ("SBM Financial
services"),  and SBM's management  contracts with the State Bond group of mutual
funds.

                                      103

<PAGE>
                             The Legends Fund, Inc.

                   Notes to Financial Statements (continued)




1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

BASIS OF PRESENTATION

The  accompanying  financial  statements  have been prepared in accordance  with
generally accepted accounting principles for investment companies.

SECURITY VALUATION

Stocks that are traded on a national  exchange are valued at the last sale price
on the exchange on which they are primarily traded,  or, if there is no sale, at
the mean between the current bid and asked prices.  Over-the-counter  securities
for which market  quotations are readily available are valued at the mean of the
current bid and asked prices.

Short-term  debt  securities  with  remaining  maturities of 61 days or more for
which  reliable  quotations  are readily  available are valued at current market
quotations.  Short-term investments with remaining maturities of 60 days or less
are valued using the  amortized  cost method of  valuation,  which  approximates
market  value.  For the  Mitchell  Hutchins  Money Market  Portfolio,  portfolio
securities  are valued using the amortized  cost method of valuation.  Bonds and
other fixed-income securities (other than short-term securities described above)
are  valued  using  market  quotations  provided  by  a  pricing  service  under
procedures approved by the Fund's Board of Directors.

Futures  contracts  and  options  thereon  and  option  contracts  traded  on  a
commodities  exchange  or board of trade are  valued at the  closing  settlement
price.  Futures and option positions or any other securities or assets for which
reliable  market  quotations  are not readily  available or for which  valuation
cannot be provided by a pricing  service  approved by the Board of  Directors of
the Fund are valued at "fair value" as determined in good faith by the Valuation
Committee of the Board of Directors.

SECURITY TRANSACTIONS

Securities  transactions  are recorded on the trade date net of brokerage  fees,
commissions,  and transfer  fees.  Interest  income is accrued  daily.  Dividend
income is recorded on the ex-dividend date. Premiums and discounts on securities
purchased are amortized using the interest method.  Realized gains and losses on
the sale of investments are determined on the basis of nearest average.

                                      104

<PAGE>
                             The Legends Fund, Inc.

                   Notes to Financial Statements (continued)



1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Securities purchased on a when-issued or delayed-delivery basis may be settled a
month or more after the trade date.  Securities purchased on a when-issued basis
are  included  in the  portfolio  and are subject to market  value  fluctuations
during  the  period.  At June 30,  1995,  the  Mitchell  Hutchins  Fixed  Income
Portfolio  had  segregated   specific  assets  to  be  utilized  to  settle  its
outstanding commitments related to delayed-delivery.

INCOME TAX STATUS

The Fund complied with the  requirements of the Internal Revenue Code applicable
to regulated  investment  companies and  distributed  its taxable net investment
income and net realized  gains.  Therefore,  no  provision  for federal or state
income tax is required.

DIVIDEND DISTRIBUTIONS

Dividends from net investment income and  distributions  from net realized gains
are declared and distributed  annually,  except that the Mitchell Hutchins Money
Market Portfolio declares dividends from net investment income each business day
and distributes them monthly.  Dividends and  distributions  are recorded on the
ex-dividend date. All dividends are reinvested in additional full and fractional
shares of the related Portfolios.

Income and capital gain  distributions  are determined in accordance with income
tax regulations which may differ from generally accepted accounting  principles.
These  differences,  which may  result in  distribution  reclassifications,  are
primarily due to differing treatments for foreign currency transactions, futures
transactions,  passive foreign investment companies,  capital losses, and losses
deferred due to wash sales.

FUTURES CONTRACTS

Certain  Portfolios may enter into futures  contracts to provide against adverse
movement in the price of securities  in the  Portfolio or to enhance  investment
performance.  When entering into a futures contract, changes in the market price
of the  contracts are  recognized as unrealized  gains or losses by marking each
contract to market at the end of

                                      105

<PAGE>
                             The Legends Fund, Inc.

                   Notes to Financial Statements (continued)



1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

each trading day through a variation margin account.  When a futures contract is
closed, the Portfolios record a gain or loss equal to the difference between the
value of the contract at the time it was opened and the value at the time it was
closed.  The face  amount of the  futures  contracts  shown in the  Schedule  of
Investments reflects each contract's value at June 30, 1995.

The use of futures contracts  involves,  to varying degrees,  elements of market
risk  in  excess  of the  amount  recognized  in the  statement  of  assets  and
liabilities. The contract amounts of the futures contracts reflect the extent of
the  Portfolios'  exposure to off-balance  sheet risk.  The Portfolios  bear the
market risk which arises from any changes in contract values.

FOREIGN CURRENCY TRANSLATION

Investment securities and other assets and liabilities  denominated in a foreign
currency are translated into U.S.  dollars based upon current  exchange rates at
year end.  Purchases  and sales of  securities,  income  receipts,  and  expense
payments  are  translated  into  U.S.  dollars  at the  prevailing  rate  on the
respective dates of the transactions. The effects of changes in foreign currency
exchange  rates on  investments  in securities  are included in net realized and
unrealized gain or loss on investments in the Statement of Operations.

The Morgan Stanley Asian Growth,  the Morgan Stanley Worldwide High Income,  and
the Mitchell  Hutchins Fixed Income  Portfolios  may engage in foreign  currency
exchange  transactions  in  connection  with the  purchase and sale of portfolio
securities,  and to protect the value of specific portfolio  positions.  Forward
foreign currency exchange contracts involve elements of market risk in excess of
the amount reflected in the Statement of Assets and Liabilities.  The Portfolios
bear the risk of an unfavorable  change in the foreign  exchange rate underlying
the forward contract.  Additionally,  losses may arise if the  counterparties do
not perform under the contracts' terms.

                                      106

<PAGE>
                             The Legends Fund, Inc.

                   Notes to Financial Statements (continued)



1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Morgan  Stanley  Asian Growth  Portfolio  has an open forward  foreign  exchange
contract  at June 30,  1995 to hedge  against  changes in the  foreign  currency
exchange  rates between the trade and  settlement  dates.  The contract terms at
June 30, 1995, were as follows:


<TABLE>
<CAPTION>
                         CURRENCY TO BE    U.S. DOLLAR VALUE AS    CURRENCY TO BE         UNREALIZED
   SETTLEMENT DATE          DELIVERED           OF 6/30/95            RECEIVED               LOSS
 -----------------------------------------------------------------------------------------------------

    <S>                 <C>                  <C>                    <C>                 <C>         
    July 3, 1995            548,609          $     225,024             225,098          $      (747)
                        Malaysian Ringget                           U.S. Dollars
</TABLE>


The Morgan  Stanley  Asian  Growth  and Morgan  Stanley  Worldwide  High  Income
Portfolios  have  relatively  large  investments  in  countries  with limited or
developing  capital  markets that may involve  greater risk than  investments in
more  developed  markets and as a result the prices of such  investments  may be
volatile.  The consequences of political,  social,  or economic changes in these
markets  may have  disruptive  effects on the market  prices of the  Portfolios'
investments and the income they generate.

OTHER

Organization  costs of $11,416 were deferred and are being  amortized  over five
years by both the Morgan Stanley Asian Growth and Morgan Stanley  Worldwide High
Income Portfolios.

On August  25,  1994,  Integrity  purchased  for its own  account  approximately
450,000 shares of the Morgan Stanley Worldwide High Income Portfolio, at the net
asset value on such date, for an aggregate purchase price of $4.5 million. As of
June 30, 1995, approximately 162,926 shares, having a fair value of $1.7 million
and constituting 27.2% of the outstanding shares of the Portfolio,  were held by
Integrity for its own account.

                                      107

<PAGE>
                             The Legends Fund, Inc.

                   Notes to Financial Statements (continued)



2. INVESTMENT ADVISORY AGREEMENTS AND PAYMENTS TO RELATED PARTIES

Integrity  is the  investment  manager  for the Fund  pursuant  to a  Management
Agreement (the "Management Agreement") between the Fund and Integrity. Integrity
has entered into a sub-advisory  agreement with a registered  investment adviser
("Sub-Adviser")  for each of the Portfolios.  Integrity,  not the Fund, pays the
sub-advisory  fee to each of the  Sub-Advisers.  The fees  payable to  Integrity
under the  Management  Agreement,  and by  Integrity to each  Sub-Adviser,  as a
percentage of average net assets are as follows:

<TABLE>
<CAPTION>
                                                        MANAGEMENT       SUB-ADVISORY
     PORTFOLIO                                              FEE               FEE
     --------------------------------------------------------------------------------

     <S>                                                   <C>               <C>  
     Renaissance Balanced                                  0.65%             0.50%
     Zweig Asset Allocation                                0.90              0.75
     Nicholas-Applegate Balanced                           0.65              0.50
     Harris Bretall Sullivan & Smith Equity Growth         0.65              0.50
     Dreman Value                                          0.65              0.50
     Zweig Equity (Small Cap)                              1.05              0.90
     Mitchell Hutchins Fixed Income                        0.90              0.75
     Mitchell Hutchins Money Market                        0.65              0.50
     Morgan Stanley Asian Growth                           1.00              0.85
     Morgan Stanley Worldwide High Income                  0.85              0.70
</TABLE>

Under the Management  Agreement,  Integrity provides certain management services
to the Fund,  and the Fund is  responsible  for certain of its direct  operating
expenses.  Integrity has voluntarily  agreed to reimburse each of the Portfolios
for operating expenses (excluding  management fees) above an annual rate of 0.5%
(0.7% prior to May 1, 1994) of average net assets, with the exception of the two
Morgan Stanley  Portfolios,  for which the annual voluntary  expense  limitation
(excluding  management  fees)  is 1.0% of  average  net  assets.  Integrity  has
reserved the right to withdraw or modify its policy of expense reimbursement for
the Portfolios.

                                      108

<PAGE>
                             The Legends Fund, Inc.

                   Notes to Financial Statements (continued)



2. INVESTMENT ADVISORY AGREEMENTS AND PAYMENTS TO RELATED PARTIES (CONTINUED)

The Renaissance Balanced, Zweig Asset Allocation,  Nicholas-Applegate  Balanced,
Harris  Bretall  Sullivan & Smith Equity  Growth,  Dreman Value,  Morgan Stanley
Asian Growth and Zweig Equity (Small Cap)  Portfolios  placed a portion of their
transactions with brokerage firms which may be considered affiliates of the Fund
under the Investment  Company Act of 1940. The  commissions  paid to these firms
were  approximately  $71,000 in the aggregate  during the fiscal year ended June
30, 1995.

Certain  officers  and  directors  of the Fund are also  officers  of ARM,  IFS,
Integrity  and  National  Integrity.  The  Fund  does  not  pay any  amounts  to
compensate these individuals.

3. CAPITAL SHARES

At June 30, 1995,  the Fund had  authority to issue one billion  (1,000,000,000)
shares  of  common  stock,  $.001 par value  each,  in any class or  classes  as
determined by the Board of Directors.  At such date,  the Board of Directors had
authorized  ten classes of shares,  as follows:  55,000,000  shares each for the
Renaissance  Balanced,  Zweig  Asset  Allocation,  Nicholas-Applegate  Balanced,
Harris Bretall Sullivan & Smith Equity Growth, Dreman Value, Zweig Equity (Small
Cap),  Mitchell Hutchins Fixed Income,  Morgan Stanley Asian Growth,  and Morgan
Stanley Worldwide High Income Portfolios and 100,000,000 shares for the Mitchell
Hutchins Money Market Portfolio.

At June 30, 1995,  Integrity,  through its Separate Account II (previously named
Separate  Account SF), and National  Integrity,  through its Separate Account II
(previously  named  Separate  Account  SFN),  were the record  owners of all the
outstanding shares of the Fund.

                                      109

<PAGE>
                             The Legends Fund, Inc.

                             Portfolio Performance

                                 June 30, 1995



The Fund has entered into  sub-advisory  agreements with a professional  manager
for  investment  of the assets of each of the  Portfolios.  Set forth below is a
discussion  of  the  factors,  including  relevant  market  conditions  and  the
investment  strategies  and techniques  pursued by the respective  Sub-Advisers,
that materially  affected the performance of each Portfolio (other than Mitchell
Hutchins Money Market Portfolio) during the fiscal year ended June 30, 1995. The
discussion   was,  in  each  case,   provided  by  the  respective   Portfolio's
Sub-Adviser.   The  performance   information  and  graphs   contained  in  such
discussions  do not include the expenses  and fees of the  separate  accounts of
Integrity or National  Integrity,  whichever is  applicable,  that invest in the
Portfolios.


<TABLE>
                         RENAISSANCE BALANCED PORTFOLIO

             Comparison of Change in Value of $10,000 Investment in
       Renaissance Balanced Portfolio, the S&P 500, and a composite index
            consisting of 60% of the S&P 500, 30% of Lehman Brothers
     Government/Corporate Bond Index, and 10% of 90-Day Treasury Bill Yield


[The  following  chart is presented to illustrate  performance  graph data which
appears in the paper copy of The Legends Fund,  Inc.  Annual Report.  This chart
represents the performance history of the three indices indicated below.]


<CAPTION>
                                  60% OF THE S&P 500, 30% OF
                                         LEHMAN BROTHERS
                 RENAISSANCE    GOVERNMENT/CORPORATE BOND INDEX,
                  BALANCED       AND 10% OF 90-DAY TREASURY BILL
    DATE          PORTFOLIO                   YIELD                S&P 500
  --------------------------------------------------------------------------

   <S>             <C>                       <C>                   <C>    
   12/14/92        $10,000                   $10,000               $10,000
     Dec 92         $9,930                   $10,085               $10,088
     Jun 93        $10,420                   $10,629               $10,579
     Dec 93        $10,880                   $11,058               $11,102
     Jun 94        $10,400                   $10,709               $10,727
     Dec 94        $10,502                   $11,076               $11,248
     Jun 95        $11,826                   $12,832               $13,519
</TABLE>

                                      110


<PAGE>
                             The Legends Fund, Inc.

                       Portfolio Performance (continued)

                                 June 30, 1995


                   RENAISSANCE BALANCED PORTFOLIO (CONTINUED)


o    Average annual total return since inception: 6.82%
o    Total return for the fiscal year ended June 30, 1995: 13.71%
o    Performance  relates to the Portfolio and does not reflect separate account
     charges applicable to variable annuity certificates.
o    Portfolio commenced operations on December 14, 1992. Index performances for
     the  month  of  December   1992  have  been  prorated  to  conform  to  the
     commencement date of the Portfolio (except for the S&P 500).
o    Past performance is not predictive of future performance.

Returns  from both stocks and bonds have been well above their  average over the
past six months.  After suffering  through one of the worst years of performance
in history in 1994,  the U.S.  bond market has staged a robust rally thus far in
1995, with yields on longer-term U.S. Treasury bonds falling to 15 month lows by
late  June.  The  stock  market  has  staged an  equally  strong  rally  after a
disappointing  1994, as growth in corporate  earnings and falling interest rates
combined to push stock prices higher.

Our analysis of relative values between stocks,  bonds, and cash equivalents led
us last year to  significantly  increase our position in bonds in our Portfolio.
From a low of less than 30% at the  beginning of 1994, we built our positions in
U.S.  Treasury  bonds to  approximately  40% by the fall of 1994,  and were well
positioned for the subsequent rally in bond prices. The strongest returns in the
bond  market over the past  twelve  months  have been in Treasury  issues of ten
years or more in maturity  (our bond  positions  are primarily ten year maturity
Treasuries).

As  interest  rates rose  during  the last half of 1994,  the level of the stock
market risk increased,  and we reduced our positions in stocks to  approximately
40% by  mid-year,  while  increasing  our bond  positions.  Our  stock  position
participated  in the general  increase in stock prices over the past year,  with
particularly  strong  results  turned in by  investment  positions  in the Basic
Materials,  Industrials,  and Finance areas. Within the stock market as a whole,
leadership over the past twelve months has primarily been provided by Technology
and Financial issues.

By late in the second quarter of 1995, the rally in the bond market had resulted
in very low bond yields  relative to those available from cash  equivalents.  We
reduced our bond  positions to roughly 35% of the  Portfolio by the end of March
1995, and increased our cash equivalent  positions further to approximately 23%.
Given further declines in interest rates or a pullback in stock prices, we would
anticipate increasing our position in stocks.  However,  given current levels of
interest  rates and stock prices,  the level of risk in the stock market remains
somewhat   above   average.   At  June  30,  1995  the  Portfolio  was  invested
approximately 43% in stocks, 50% in bonds, and 7% in cash equivalents.

                                      111

<PAGE>
                             The Legends Fund, Inc.

                       Portfolio Performance (continued)

                                 June 30, 1995


<TABLE>
                        ZWEIG ASSET ALLOCATION PORTFOLIO

             Comparison of Change in Value of $10,000 Investment in
                Zweig Asset Allocation Portfolio and the S&P 500


[The  following  chart is presented to illustrate  performance  graph data which
appears in the paper copy of The Legends Fund,  Inc.  Annual Report.  This chart
represents the performance history of the two indices indicated below.]


<CAPTION>
                              ZWEIG ASSET ALLOCATION
              DATE                   PORTFOLIO              S&P 500
            ---------------------------------------------------------

            <S>                      <C>                    <C>
            12/14/92                 $10,000                $10,000
              Dec 92                 $10,000                $10,088
              Jun 93                 $10,810                $10,579
              Dec 93                 $11,450                $11,102
              Jun 94                 $11,444                $10,727
              Dec 94                 $10,491                $11,248
              Jun 95                 $13,112                $13,519
</TABLE>


o    Average annual total return since inception: 11.24%
o    Total return for the fiscal year ended June 30, 1995: 14.57%
o    Performance  relates to the Portfolio and does not reflect separate account
     charges applicable to variable annuity certificates.
o    Portfolio  commenced  operations on December 14, 1992.
o    Past performance is not predictive of future performance.

The Portfolio  was up 14.57% during the twelve months ended June 30, 1995.  This
compares to the Portfolio's  benchmark,  the S&P 500, which was up 26.03% during
the same period.  The average  effective  investment  exposure of the  Portfolio
during the period was 45%.

Though the  Portfolio  participated  in the market's  advance  during the twelve
months,  it lagged its benchmark  primarily due to significant  cash levels held
during the year. During the last six months of 1994,  investment exposure ranged
between  30% and 40% as all three  components  of our asset  allocation  model -
monetary,  sentiment,  and  momentum - showed  above-average  risk levels in the
market. We gradually  increased  investment exposure to 70% during the first six
months of 1995

                                      112
<PAGE>
                             The Legends Fund, Inc.

                       Portfolio Performance (continued)

                                 June 30, 1995


                  ZWEIG ASSET ALLOCATION PORTFOLIO (CONTINUED)


largely due to three  factors.  First,  bonds  rallied,  improving  our monetary
indicators.  Second,  an increase  in  corporate  share  buybacks  and  takeover
activity  coupled with  moderate  levels of new  offerings  provided a favorable
supply/demand situation for stocks,  improving our sentiment indicators.  Third,
the market's strength caused our momentum indicators to uptick.

Stock  selections  added  value  during  the fiscal  year  ended June 30,  1995,
principally  during  the  final six  months  of the  fiscal  year.  Emphasis  on
semiconductor, aerospace, and bank issues were largely responsible.


<TABLE>
                     NICHOLAS-APPLEGATE BALANCED PORTFOLIO

             Comparison of Change in Value of $10,000 Investment in
Nicholas-Applegate Balanced Portfolio, the S&P 500, and a composite index consisting of
 60% of the S&P 500 and 40% of Lehman Brothers Intermediate Treasury Bond Index


[The  following  chart is presented to illustrate  performance  graph data which
appears in the paper copy of The Legends Fund,  Inc.  Annual Report.  This chart
represents the performance history of the three indices indicated below.]


<CAPTION>
                                               60% OF THE S&P 500 AND 40%
                                                  OF LEHMAN BROTHERS
                 NICHOLAS-APPLEGATE BALANCED   INTERMEDIATE TREASURY BOND
    DATE                PORTFOLIO                       INDEX              S&P 500
  ----------------------------------------------------------------------------------

  <S>                    <C>                           <C>                 <C>    
  12/3/92                $10,000                       $10,000             $10,000
   Dec 92                $10,300                       $10,143             $10,157
   Jun 93                $11,500                       $10,676             $10,651
   Dec 93                $11,740                       $11,089             $11,178
   Jun 94                $11,270                       $10,723             $10,800
   Dec 94                $11,706                       $11,063             $11,325
   Jun 95                $13,290                       $12,795             $13,611
</TABLE>

                                      113
<PAGE>
                             The Legends Fund, Inc.

                       Portfolio Performance (continued)

                                 June 30, 1995


               NICHOLAS-APPLEGATE BALANCED PORTFOLIO (CONTINUED)


o    Average annual total return since inception: 11.69%
o    Total return for the fiscal year ended June 30, 1995: 17.92%
o    Performance  relates to the Portfolio and does not reflect separate account
     charges applicable to variable annuity certificates.
o    Portfolio commenced  operations on December 3, 1992. Index performances for
     the  month  of  December   1992  have  been  prorated  to  conform  to  the
     commencement date of the Portfolio (except for the S&P 500).
o    Past performance is not predictive of future performance.

In contrast to the difficult  environment  for equities and bonds in 1994,  this
year has been one of solid growth.  During 1994,  interest  rates placed a cloud
over future earnings growth and those companies with strong earnings growth were
not  rewarded by equity  markets.  This year has  witnessed  a renewed  focus by
investors on the strength of earnings growth.

U.S. stock and bond markets  continued to rally in the second quarter of 1995 as
strength in corporate earnings pushed stock prices higher and a slowing national
economy  spurred  bond  investors  to bid up  prices  and drive  down  yields on
fixed-income securities.  The strong demand for stocks and bonds was due in part
to foreign central banks investing  their recently  purchased U.S.  dollars into
U.S. Treasury securities and by continued strong cash inflows into equity mutual
funds. Those funds topped $1 trillion in assets in May 1995, less than two and a
half years after topping the $500 billion mark,  and signaled to many a newfound
seriousness on the part of aging  baby-boom  investors to make up for lost time.
Additionally,  many long-time  bears advised  investors to add equities to their
portfolios.

Large-company  stocks,  as represented by the S&P 500 Index,  returned 9.53% for
the quarter  ended June 30 and 26.03% for the twelve months ended June 30, 1995.
Technology  issues  logged the best  returns for the quarter on the  strength of
gains by electronics components and microcomputer manufacturers.

Semiconductor  manufacturers in particular continued to enjoy strong share-price
growth on the strength of expectations for a continuation of the industry's rise
in earnings. For example, the Portfolio benefited from holding Micron Technology
shares,  which rose  strongly  from April through June on the strength of a 105%
improvement in earnings.  The Portfolio  performance was affected by declines in
several health care companies,  particularly  health maintenance  organizations.
For example,  the Portfolio sold  positions in U.S.  Healthcare due to declining
earnings caused by rising medical costs.


                                      114

<PAGE>
                             The Legends Fund, Inc.

                       Portfolio Performance (continued)

                                 June 30, 1995


               NICHOLAS-APPLEGATE BALANCED PORTFOLIO (CONTINUED)


The bond market  continued its upward rise as domestic  investors  lined up with
foreign  central  bankers to buy U.S.  Treasury  Bonds  amid signs of  continued
economic  slowing.  We remain  concerned,  however,  about a number of  economic
factors  that could  dampen the return of bonds.  Inflation,  as measured by the
intermediate  producer price index,  continued to rise and mortgage applications
accelerated.  Consumer  confidence  and  personal  income  are high,  suggesting
consumers have the resources to resume their spending habits at any time.  These
factors  could lift the economy  from its recent slump and reverse the course of
declining  interest  rates.  We remain  positioned  with a shorter  than  market
duration with our bond holdings.

This year's  developments  have been  encouraging.  Capital  markets  once again
provided the greatest  rewards to companies with strong  earnings growth and the
Portfolio  recorded  solid  performance  as a result.  In any economic or market
environment,  however,  we will  hold  fast to the  disciplined  style  that has
brought  competitive  returns to  Nicholas-Applegate  investors  for more than a
decade.  Identifying  companies that are adapting  positively to the environment
around them and as a result, are growing their earnings and their share prices.


<TABLE>
            HARRIS BRETALL SULLIVAN & SMITH EQUITY GROWTH PORTFOLIO

             Comparison of Change in Value of $10,000 Investment in
    Harris Bretall Sullivan & Smith Equity Growth Portfolio and the S&P 500

[The  following  chart is presented to illustrate  performance  graph data which
appears in the paper copy of The Legends Fund,  Inc.  Annual Report.  This chart
represents the performance history of the two indices indicated below.]

<CAPTION>
                          HARRIS BRETALL SULLIVAN &
              DATE      SMITH EQUITY GROWTH PORTFOLIO         S&P 500
            -----------------------------------------------------------

            <S>                   <C>                         <C>
            12/8/92               $10,000                     $10,000
             Dec 92               $10,050                      $9,992
             Jun 93                $9,710                     $10,478
             Dec 93               $10,050                     $10,997
             Jun 94                $9,360                     $10,625
             Dec 94               $10,460                     $11,141
             Jun 95               $12,850                     $13,391
</TABLE>

                                      115

<PAGE>
                             The Legends Fund, Inc.

                       Portfolio Performance (continued)

                                 June 30, 1995



      HARRIS BRETALL SULLIVAN & SMITH EQUITY GROWTH PORTFOLIO (CONTINUED)



o    Average annual total return since inception: 10.30%
o    Total return for the fiscal year ended June 30, 1995: 37.29%
o    Performance  relates to the Portfolio and does not reflect separate account
     charges applicable to variable annuity certificates.
o    Portfolio commenced operations on December 8, 1992.
o    Past performance is not predictive of future performance.

For the fiscal year ended June 30, 1995, the Portfolio finished up 37.29%.  This
return is primarily the result of good fundamentals  underlying our positions in
technology,  information  processing,  and interest rate sensitive  stocks.  The
Portfolio  finished  the fiscal year  significantly  ahead of the S&P 500 index,
which was up 26.03%.

Not very  many  investment  portfolios  have been able to beat the S&P 500 index
this fiscal  year.  We believe  that our  superior  performance  was obtained by
sticking  to our  time-tested  investment  disciplines:  selecting  high-quality
growth companies, focusing on consistent earnings growth, and knowing that price
will follow earnings.

Back in late 1993 we introduced the concept of the "Virtuous Cycle," a period of
time when  interest  rates are stable or  declining,  earnings  are rising,  and
price/earnings ratios are expanding. In the past, when the stock market has been
blessed by such a "Virtuous Cycle," returns have been very compelling, exceeding
20%  annualized.  Our  analysis  leads  us to  believe  that we  could be at the
beginning of this same kind of multi-year bull market.  The economic  conditions
we see today of moderate economic growth, low inflation,  and low interest rates
remind us of the 1950's and early 1960's,  one of the best periods in history to
be an equity investor.

We remain bullish and fully invested in growth companies.  Our work on valuation
indicates  that the  market,  despite  the strong  advance  over the last twelve
months,  is still fairly valued.  Last year, we predicted that "...growth stocks
are poised to outperform  the market  again." While that has certainly  occurred
for investors in the Portfolio,  historically  these periods of good performance
run  longer  than  just  one  year.  Hence,  we  plan  to use  minor,  technical
corrections as buying opportunities in this "Virtuous Cycle" for growth stocks.

                                      116
<PAGE>
                             The Legends Fund, Inc.

                       Portfolio Performance (continued)

                                 June 30, 1995


<TABLE>
                             DREMAN VALUE PORTFOLIO

             Comparison of Change in Value of $10,000 Investment in
                     Dreman Value Portfolio and the S&P 500


[The  following  chart is presented to illustrate  performance  graph data which
appears in the paper copy of The Legends Fund,  Inc.  Annual Report.  This chart
represents the performance history of the two indices indicated below.]


<CAPTION>
                                    DREMAN VALUE
               DATE                   PORTFOLIO             S&P 500
             --------------------------------------------------------

             <S>                       <C>                  <C>
             12/14/92                  $10,000              $10,000
               Dec 92                  $10,180              $10,088
               Jun 93                  $10,450              $10,579
               Dec 93                  $10,740              $11,102
               Jun 94                  $10,660              $10,727
               Dec 94                  $10,657              $11,248
               Jun 95                  $12,790              $13,519
</TABLE>


o    Average annual total return since inception: 10.16%
o    Total return for the fiscal year ended June 30, 1995: 19.98%
o    Performance  relates to the Portfolio and does not reflect separate account
     charges applicable to variable annuity certificates.
o    Portfolio commenced operations on December 14, 1992.
o    Past performance is not predictive of future performance.

The Portfolio has shown  excellent  strength  during the fiscal year ending June
30,  1995,  increasing  19.98%.  The past twelve  months have been a tale of two
completely  different markets.  Throughout 1994 interest rates were on the rise,
there  were  numerous  mishaps in the world  financial  markets  and  returns on
financial  investments  were among the worst in recent memory.  Since January 1,
1995 the  opposite  has  taken  place,  with  both  stocks  and  bonds  yielding
exceptional six month returns.

                                      117

<PAGE>
                             The Legends Fund, Inc.

                       Portfolio Performance (continued)

                                 June 30, 1995


                       DREMAN VALUE PORTFOLIO (CONTINUED)

Returns  for the  first  half of 1995 were  influenced  by  excellent  corporate
profits and lower interest  rates.  With respect to the former,  close to 80% of
U.S.  corporations  have reported earnings in excess of Wall Street estimates in
the first two quarters.  While a majority of positive  surprises is not unusual,
the extent of the plurality is astonishing in light of the gloom overhanging the
market just six months  ago.  While the  Federal  Reserve  has only  lowered the
Federal  Funds target 1/4 of 1% during the first part of July 1995,  the market,
the true  determinant  of rates,  had already  readjusted  rates  downward  even
further,  in  anticipation of slower  economic  growth.  The rapidity with which
rates have risen and fallen over the past three years has caught many  investors
off-guard.  We would not bet  against  another  reversal  of  interest  rates if
economic activity picks up later this year.

After being  knocked  down  sharply in the fourth  quarter of 1994,  both by the
fears of higher interest rates and an overreaction to derivative write-offs, the
financial  service stocks  achieved solid results so far in 1995.  Following the
steep rise of interest  rates in 1994, the decline in recent months was embraced
by investors.  In fact, the 30-year  Treasury yield is now back to the levels of
second quarter 1994.  Both the Federal  National  Mortgage  Association  and the
Federal Home Loan Mortgage  Corporation  posted solid  earnings  gains despite a
slowing new housing market and minimal refinancing. We view this to be extremely
positive  for  these  firms as a "pick  up" in  either  area  would be a further
windfall to earnings.

Bank earnings were strong despite the contractions of net interest  margins.  We
are particularly bullish on the two California Savings and Loan holdings,  Great
Western  Financial and Ahmanson.  Each has been hampered by the rough West Coast
economy but will benefit as their  adjustable  rate mortgages  ("ARMs") begin to
earn at higher interest rates. During the rapid rise in rates last year the ARMs
yields did not advance as quickly as the cost of funds for these institutions. A
catch-up  phase is now in place with the impact of improving  the interest  rate
spread and earnings per share.

The  second  quarter  of 1995  returns  in the  Portfolio  were led by the three
technology stocks,  Apple Computer,  Compaq and  Hewlett-Packard,  rising 30% on
average.  All were swept along in Wall Street's clamoring into technology stocks
that has  accelerated  in the past two  months.  We think  this new  frenzy is a
dangerous  area of the market and have been slowly  selling  into this  12-month
technology  surge. Our holdings remain  first-rate values selling at 11-16 times
earnings,  in a sector replete with companies priced at outlandish multiples and
having very questionable market liquidity.

                                      118
<PAGE>
                             The Legends Fund, Inc.

                       Portfolio Performance (continued)

                                 June 30, 1995


<TABLE>
                       ZWEIG EQUITY (SMALL CAP) PORTFOLIO


             Comparison of Change in Value of $10,000 Investment in
     Zweig Equity (Small Cap) Portfolio and the Value Line Geometric Index

[The  following  chart is presented to illustrate  performance  graph data which
appears in the paper copy of The Legends Fund,  Inc.  Annual Report.  This chart
represents the performance history of the two indices indicated below.]

<CAPTION>
                         ZWEIG EQUITY (SMALL         VALUE LINE GEOMETRIC
        DATE               CAP) PORTFOLIO                   INDEX
     ---------------------------------------------------------------------

      <S>                       <C>                        <C>
      12/14/92                  $10,000                    $10,000
        Dec 92                  $10,000                    $10,106
        Jun 93                  $10,110                    $10,611
        Dec 93                  $10,750                    $11,260
        Jun 94                  $10,650                    $10,482
        Dec 94                  $10,684                    $10,582
        Jun 95                  $11,757                    $11,862
</TABLE>

o    Average annual total return since inception: 6.57%
o    Total return for the fiscal year ended June 30, 1995: 10.39%
o    Performance  relates to the Portfolio and does not reflect separate account
     charges applicable to variable annuity certificates.
o    Portfolio commenced  operations on December 14, 1992. Index performance for
     the month of December 1992 has been prorated to conform to the commencement
     date of the Portfolio.
o    Past performance is not predictive of future performance.

The Portfolio was up 10.39% during the year, while its benchmark, the Value Line
Geometric Index, was up 13.17%. The average effective investment exposure of the
Portfolio during the period was 45%.

                                      119

<PAGE>
                             The Legends Fund, Inc.

                       Portfolio Performance (continued)

                                 June 30, 1995


                 ZWEIG EQUITY (SMALL CAP) PORTFOLIO (CONTINUED)


Though the  Portfolio  participated  in the market's  advance  during the twelve
months,  the Portfolio  lagged its benchmark  primarily due to significant  cash
levels  held  during the year.  During  the last six months of 1994,  investment
exposure  ranged  between  30%  and 40% as all  three  components  of our  asset
allocation model - monetary, sentiment, and momentum - showed above-average risk
levels in the market. We gradually  increased  investment exposure to 70% during
the first six months of 1995  largely  due to the three  factors.  First,  bonds
rallied,  improving our monetary  indicators.  Second,  an increase in corporate
share  buybacks  and  takeover  activity  coupled  with  moderate  levels of new
offerings provided a favorable supply/demand situation for stocks, improving our
sentiment   indicators.   Third,  the  market's  strength  caused  our  momentum
indicators to uptick.

Stock  selection  added  value  during  the fiscal  year  ended  June 30,  1995,
principally   during  the  final  six  months  of  the   period.   Emphasis   on
semiconductor, aerospace, and bank issues were largely responsible.


<TABLE>
                    MITCHELL HUTCHINS FIXED INCOME PORTFOLIO

             Comparison of Change in Value of $10,000 Investment in
            Mitchell Hutchins Fixed Income Portfolio and the Salomon
                   Brothers Broad Investment-Grade Bond Index


[The  following  chart is presented to illustrate  performance  graph data which
appears in the paper copy of The Legends Fund,  Inc.  Annual Report.  This chart
represents the performance history of the two indices indicated below.]


<CAPTION>
                           MITCHELL HUTCHINS          SALOMON BROTHERS BROAD
                             FIXED INCOME                INVESTMENT-GRADE
          DATE                 PORTFOLIO                    BOND INDEX
       ----------------------------------------------------------------------

         <S>                    <C>                          <C>
         1/5/93                 $10,000                      $10,000
         Jun 93                 $10,430                      $10,695
         Dec 93                 $10,450                      $10,979
         Jun 94                 $10,000                      $10,568
         Dec 94                 $10,047                      $10,667
         Jun 95                 $11,108                      $11,894
</TABLE>

                                      120
<PAGE>
                             The Legends Fund, Inc.

                       Portfolio Performance (continued)

                                 June 30, 1995


              MITCHELL HUTCHINS FIXED INCOME PORTFOLIO (CONTINUED)


o    Average annual total return since inception: 4.33%
o    Total return for the fiscal year ended June 30, 1995: 11.08%
o    Performance  relates to the Portfolio and does not reflect separate account
     charges applicable to variable annuity certificates.
o    Portfolio  commenced  operations on January 5, 1993. Index  performance has
     been prorated to conform to the commencement date of the Portfolio.
o    Past performance is not predictive of future performance.

For the  fiscal  year  ended  June  30,  1995,  the  Portfolio,  net of fees and
expenses,  underperformed the Salomon Brothers Broad  Investment-Grade  Index by
147 basis  points.  The small  size of the  Portfolio  still  adversely  affects
portfolio   performance  as  trading  in   non-round-lot   sizes  incurs  higher
transaction  costs.  The  following is a  discussion  of market  conditions  and
investment  strategies  which  materially  affected the performance  during this
period.

The six  month  period  ended  December  31,  1994 was  characterized  by strong
economic  growth  (4.0% and 5.1% GDP growth in the third and fourth  quarters of
1994,  respectively)  and a restrictive  Federal Reserve that raised the federal
funds  rate by 300 basis  points  from  February  1994 to  February  1995.  This
environment  produced a  significant  decline in bond prices as  interest  rates
increased  roughly 50 basis  points as  measured  by the ten year U.S.  Treasury
note. Relative Portfolio performance benefited from this backup in rates, as the
Portfolio  duration  averaged six months shorter than the benchmark  during this
period. An overweighing in corporate  securities,  primarily in the short end of
the yield curve, added to performance as that sector outperformed the index as a
whole. The return of the Portfolio's  mortgage-backed  securities  holdings kept
pace  with the  mortgage  component  of the  index and a  position  in  callable
government agencies vis-a-vis U.S. Treasuries added to total return.

Over the three months ended March 31, 1995, the bond market  reversed course and
saw a 60 basis point decline in ten year maturity yields.  In February 1995, the
Federal Reserve seemingly ended their tightening of monetary policy and economic
growth  showed signs of slowing down from its brisk pace in 1994.  As we entered
the year, our fundamental  analysis produced a belief that economic growth would
remain  above the  "non-inflationary"  potential  growth  rate of 2.5%,  causing
inflation  fears and further  tightening  from the Fed.  This,  combined  with a
weakening dollar versus the German  Deutschemark and Japanese Yen,  convinced us
to  leave  the  portfolio  duration  short  relative  to the  benchmark  to take
advantage  of a further  increase  in rates.  Unfortunately,  we did not foresee
three positive technical aspects that produced higher bond prices. These factors
included (1) a "flight to quality"  resulting from problems in emerging markets,
specifically Mexico, (2) heavy foreign investor and central bank buying, and (3)
a growing belief among market participants,

                                      121
<PAGE>
                             The Legends Fund, Inc.

                       Portfolio Performance (continued)

                                 June 30, 1995


              MITCHELL HUTCHINS FIXED INCOME PORTFOLIO (CONTINUED)

observing  slower  growth in the  housing and retail  sectors,  that the Fed was
successfully engineering a "soft-landing" in the economy.  Consequently, a short
relative  portfolio  duration in the rallying  bond market  resulted in relative
underperformance.

As we entered the final three  months  ended June 30, 1995,  we  rebalanced  the
portfolio  duration  to  index  neutral  and  pared  back the  corporate  sector
allocation  in response to these  technical  factors and early signs that second
quarter growth might be slowing. We did not believe  lengthening  duration above
the benchmark was  warranted,  given the dramatic runup in the first quarter and
still no confirmation that economic growth was indeed slowing significantly with
a declining dollar.  We soon saw with April and May employment  figures that the
economy  was  looking  at very low  growth  in the  second  quarter  and  market
sentiment  turned to the  likelihood of an easing in interest  rates by the Fed.
With a duration and sector  allocation  roughly neutral to the index,  portfolio
performance,  before fees and expenses,  was slightly  higher than the benchmark
for the last three months of the year.

<TABLE>
                     MORGAN STANLEY ASIAN GROWTH PORTFOLIO

             Comparison of Change in Value of $10,000 Investment in
          Morgan Stanley Asian Growth Portfolio and the MSCI Combined
                          Far East Free Ex-Japan Index


[The  following  chart is presented to illustrate  performance  graph data which
appears in the paper copy of The Legends Fund,  Inc.  Annual Report.  This chart
represents the performance history of the two indices indicated below.]

<CAPTION>
                         MORGAN STANLEY ASIAN   MSCI COMBINED FAR EAST
          DATE             GROWTH PORTFOLIO       FREE EX-JAPAN INDEX
       ----------------------------------------------------------------

        <S>                     <C>                     <C>
        6/15/94                 $10,000                 $10,000
         Jun 94                 $10,000                  $9,754
         Sep 94                  $9,990                 $11,106
         Dec 94                  $9,280                  $9,772
         Mar 95                  $9,230                  $9,599
         Jun 95                 $10,180                 $10,456
</TABLE>

                                      122
<PAGE>
                             The Legends Fund, Inc.

                       Portfolio Performance (continued)

                                 June 30, 1995


               MORGAN STANLEY ASIAN GROWTH PORTFOLIO (CONTINUED)


o    Average annual total return since inception: 1.73%
o    Total return for the fiscal year ended June 30, 1995: 1.80%
o    Performance  relates to the Portfolio and does not reflect separate account
     charges applicable to variable annuity certificates.
o    Portfolio commenced operations on June 15, 1994.
o    Past performance is not predictive of future performance.

The  investment  objective  of the  Portfolio  is to achieve  long-term  capital
appreciation through investments in the stock markets of Asia, excluding Japan.

For the fiscal year ended June  30,1995 the total  return of the  Portfolio  was
1.80%.  By  comparison,   the  benchmark   index,  the  Morgan  Stanley  Capital
International ("MSCI") Combined Far East Free Ex-Japan Index,  registered a gain
of 7.19% over the same period.

Underperformance  for the fiscal year 1995 stems entirely from the first quarter
of the Portfolio's  existence.  After a spectacular  rise in 1993, Asian markets
corrected  sharply in 1994.  Asian  markets did stage one extended  rally during
1994,  however,  and that was  during  the  third  quarter  of the  year,  which
coincided with the Portfolio's  launch.  The Portfolio missed most of the rally.
Through the first three months of 1995, the Index returned  13.86%,  whereas the
Portfolio lost 0.11%.

For the period from  inception on June 15, 1994 through  September 30, 1994, the
Portfolio  was being  invested,  up to 76.6% at  September  30.  Over time,  the
Portfolio  became more fully  invested to its present  level of 96%. For much of
the year,  the  Portfolio  maintained  higher than normal cash  balances,  which
served the Portfolio well during volatile  periods,  such as the Asian aftermath
to the Mexican peso crisis.

The investment manager pursues a disciplined value oriented  philosophy by which
the  manager  seeks to  identify  and  invest  in  undervalued  companies.  Once
purchased, stocks are not sold unless they become expensive relative to what the
manager  quantifies as their  intrinsic  value or another  company  becomes more
attractive.  We have not deviated from this long-term value oriented strategy as
illustrated in the Portfolio's relatively low turnover rate.

                                      123

<PAGE>
                             The Legends Fund, Inc.

                       Portfolio Performance (continued)

                                 June 30, 1995


               MORGAN STANLEY ASIAN GROWTH PORTFOLIO (CONTINUED)


During  1995,  Hong Kong  garnered top honors as Asia's top  performing  market,
returning 10.9% despite uncertainty surrounding interest rates and the worsening
of relations  between the U.S. and China over arms sales and the recent visit to
the U.S. by Taiwan's  President.  Tied to U.S.  interest  rates via the exchange
rate peg, Hong Kong benefitted from the dramatic drop in U.S. bond yields. At 11
times 1995  estimated  earnings,  we believe Hong Kong is still Asia's  cheapest
market.

Malaysia  rivaled Hong Kong as one of Asia's best  performing  markets,  gaining
10.2% over the last six months.  In January and  February  the market  reeled as
investors  feared that the ringgit would be devalued  given the country's  large
current  account  deficit.  Eventually  market  sentiment  improved as investors
recognized that because of Malaysia's  strong external  reserves  position,  low
debt service ratio and basic account surplus, the Central Bank was well armed to
defend the ringgit.  The market snapped back to life in the last three months as
foreign  investors  returned in droves with the fall in U.S.  bond yields and as
fears abated that tough anti-inflationary measures would be enacted. At 21 times
1995 estimated earnings, we believe Malaysia is fully valued.

The Thai market  posted modest gains of 3.3% over the last two quarters of 1994.
The third quarter was  particularly  trying for the Thai market as it was viewed
by foreign  institutional  investors as a submerging  market whose currency (the
baht),  like the Mexican peso several months before,  was overvalued and due for
an adjustment.  Fearing the worst,  foreign  institutions  reacted  impulsively,
selling  indiscriminately.  The market's liquid  bluechips were the hardest hit.
After the initial wave of panic selling,  however, the market traded sideways on
thin volume for several  months.  With the dramatic  drop in U.S. bond yields in
May and the extended rally in U.S. markets,  however, foreign investors returned
to the market in force,  buying  aggressively  in Thailand's  most interest rate
sensitive  sectors--banks,  finance  companies,  and property  developers--which
would benefit from the wider margins.

Looking ahead in Asia,  excluding  Japan,  we are  relatively  neutral about the
Asian markets.  We expect to aim for a market  weighted in Malaysia,  Singapore,
Thailand,  and  Indonesia,  while  being  overweighted  in the  Philippines  and
underweighted in Hong Kong and Korea.

                                      124
<PAGE>
                             The Legends Fund, Inc.

                       Portfolio Performance (continued)

                                 June 30, 1995


<TABLE>
                 MORGAN STANLEY WORLDWIDE HIGH INCOME PORTFOLIO

             Comparison of Change in Value of $10,000 Investment in
Morgan Stanley Worldwide High Income Portfolio, the J.P. Morgan Emerging Market Bond
Index, and a composite index consisting of 50% of the J.P. Morgan Emerging Market
           Bond Index and 50% of Lehman Brothers Aggregate Bond Index


[The  following  chart is presented to illustrate  performance  graph data which
appears in the paper copy of The Legends Fund,  Inc.  Annual Report.  This chart
represents the performance history of the three indices indicated below.]


<CAPTION>
                                                               50% JP MORGAN EMERGING
                MORGAN STANLEY                                  MARKET BOND INDEX AND
             WORLDWIDE HIGH INCOME    JP MORGAN EMERGING       50% OF LEHMAN BROTHERS
   DATE            PORTFOLIO           MARKET BOND INDEX        AGGREGATE BOND INDEX
- - --------------------------------------------------------------------------------------

<S>                <C>                     <C>                         <C>
 6/15/94           $10,000                 $10,000                     $10,000
  Jun 94           $10,000                  $9,580                      $9,784
  Sep 94           $10,010                 $10,620                     $10,335
  Dec 94            $9,503                  $9,731                      $9,909
  Mar 95            $9,130                  $8,653                      $9,625
  Jun 95           $10,400                 $10,628                     $10,935
</TABLE>

o    Average annual total return since inception: 3.84%
o    Total return for the fiscal year ended June 30, 1995: 4.00%
o    Performance  relates to the Portfolio and does not reflect separate account
     charges applicable to variable annuity certificates.
o    Portfolio commenced operations on June 15, 1994. Index performances for the
     month of June 1994 have been prorated to conform to the  commencement  date
     of the Portfolio.
o    Past performance is not predictive of future performance.

The last twelve months in the bond markets have been  tumultuous.  Both emerging
markets and the U.S. bond market witnessed  inflection points during the period.
In the U.S.,  inflationary fears and high growth drove up nominal bond yields to
8.20%.  Changes in the bond markets of G-7  countries  had an effect in emerging
markets.  In  emerging  markets,  political  turbulence,  elections  in  Mexico,
euphoria and leverage  proved to be unsettling.  The Mexican  devaluation led to
widespread re-

                                      125
<PAGE>
                             The Legends Fund, Inc.

                       Portfolio Performance (continued)

                                 June 30, 1995


           MORGAN STANLEY WORLDWIDE HIGH INCOME PORTFOLIO (CONTINUED)


thinking of the  emerging  market  phenomenon.  However,  policy  responses  and
economic  performances  since the crash of 1994 should  allay the most  seasoned
skeptics.

The  Portfolio  benefited  from the hybrid nature of its  investments.  Tactical
shifts out of and into emerging markets had a positive impact on performance. We
increased the  allocation  to emerging  markets in the third quarter of calendar
1994,  decreased it in the first quarter of calendar 1995 and increased it again
during the second quarter of calendar 1995.

During the first two  quarters of calendar  1995 we  increased  our  exposure to
emerging  markets debt, as these markets returned to normalcy and offered higher
yields and  prospective  returns than the U.S. high yield market.  Currently our
relative allocation stands at 65:35 in favor of emerging markets debt.

Historically  the Portfolio has held a higher  proportion of its holdings in the
larger Latin American countries,  with smaller holdings in countries such as the
Philippines,  Indonesia and Hungary for diversification.  During 1995 we reduced
our holdings  outside  Latin America to capture much greater value and potential
for capital appreciation than in Mexico,  Argentina and Brazil,  countries which
had witnessed a larger increase in spreads in the wake of Mexico's devaluation.

Our  country  allocations  have  remained  stable  except for changes in Mexico,
Venezuela  and Russia.  We had  relatively  small  exposure to Mexico in 1994 as
Mexican bonds seemed rich compared to others in Latin America, and concerns over
political  stability  and the  conduct  of  monetary  policy  prompted  us to be
relatively underweight in Mexico.  Following the devaluation and the collapse in
prices of Eurobonds in the first  quarter of 1995,  we increased our exposure to
Mexico to 16% of the Portfolio.

The  Zedillo  administration's  orthodox  program of tight  fiscal and  monetary
policy proved  effective at reversing the trade accounts from deficit to surplus
and at keeping the inflation  bubble sparked by the  devaluation  from spiraling
out of control. The peso rose 8% from the first quarter of 1995 level as foreign
capital flows resumed;  however, the peso is down 31% since January 1, 1995. The
peso stabilized as the funding from the U.S. and the International Monetary Fund
allowed it to manage through the potential liquidity crisis.  Through the end of
June,  due to the  success  of the  stabilization  effort,  Mexico  had drawn on
substantially  less funding than  originally  committed  from the U.S.  Treasury
Emerging Stabilization Fund (approximately $12.5 billion out of $20 billion) and
had rebuilt international reserves to $10.8 billion.

                                      126
<PAGE>
                             The Legends Fund, Inc.

                       Portfolio Performance (continued)

                                 June 30, 1995


           MORGAN STANLEY WORLDWIDE HIGH INCOME PORTFOLIO (CONTINUED)


Venezuela's  economic performance in 1995 has continued to deteriorate and, as a
result, we reduced our exposure to that country to approximately  3.5%,  because
of continued inaction of the government to tackle the economy's problems of high
fiscal deficits and the liquidity  overhang in the banking  system.  A continued
reliance on price and  exchange  controls  has not  resulted  in  bringing  down
inflation and has negatively impacted growth prospects.

Argentine assets rallied strongly in anticipation of the first round victory for
President Menem,  who had campaigned on a platform which stressed  continuity of
economic  policy  by  commitment  to  the  Convertibility   Plan.  Asset  prices
encountered  profit taking in the post election  euphoria as signs of a dramatic
slowdown in the economy emerged.  The strait jacket of the  Convertibility  Plan
presents  a  policy  dilemma  as it  leaves  deflation  as the only way out of a
slowdown in economic  activity.  We reduced our exposure to Argentina in June to
6.8% of the Portfolio from the 8% level we had maintained for some time.

Brazil remains our largest  position at around 27% of the Portfolio.  Brazil has
the strongest economy in the region and has embarked on a long and tortuous task
of amending the  constitution  in order to de-regulate the economy and stabilize
the economy in the long run. The reform agenda is ambitious and the  legislative
sessions are likely to be noisy,  with vested  interest groups vying to make the
outcome more acceptable to their constituencies.  We are confident that when all
is said and done Brazil will emerge as the strongest credit in the region.

Emerging  markets debt  continues to offer  attractive  yields.  Positive  total
returns should result from continued  improvement in perceived  credit  quality.
Reaffirmed  commitments to orthodox  economic  policies in the post  devaluation
world should bolster confidence in this asset class.

The second half of the calendar year 1994 was weak for the domestic fixed income
market on the heels of rising  interest  rates and a slowing U.S.  economy.  The
U.S. High Yield market was strong in the first half of calendar 1995  reflecting
the 162 basis point  decline in  government  bond yields and the strong rally in
the equity markets. Towards the end of the period, however, the market paused as
investors  feared that the economy was slowing at a potentially  dangerous  pace
for high yield  investors.  The Fed shared this  concern and lowered  short term
interest rates 25 basis points near the end of the second calendar quarter. This
stabilized the high yield market  somewhat,  although  government bonds began to
deteriorate shortly after the Fed easing.

                                      127
<PAGE>
                             The Legends Fund, Inc.

                       Portfolio Performance (continued)

                                 June 30, 1995


           MORGAN STANLEY WORLDWIDE HIGH INCOME PORTFOLIO (CONTINUED)

We were fairly active in the high yield portion of the  Portfolio.  We sold five
issues and added seven issues. Several issues were added when the market for new
issues  turned  soft  and  buyers  were  hesitant  to add  new  names  to  their
Portfolios.  During  this  period we  believe we picked up a couple of very good
values for the  Portfolio.  Also,  during the first half of calendar  1995,  the
quality  spreads  within the high yield market  widened.  We sold a few holdings
where earnings disappointed us and we felt trouble may come in the future.

The high yield portion of the Portfolio is well balanced with a healthy  portion
of high quality cable television  issues that have the potential to be upgraded,
in some cases to investment  grade,  along with a few cyclical credits that have
good market positions that we feel we bought at very attractive prices. The high
yield portion of the  Portfolio  appears well  positioned in the current  market
environment.

                                      128
<PAGE>

                                 JUNE 30, 1995


                                 ANNUAL REPORT





                             THE LEGENDS FUND, INC.





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