CAPITAL VALUE FUND INC
N-30D, 1995-06-08
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May 1995


Dear Shareholder:

We are pleased to report the investment results for your Capital Value  Fund for
the year ending March 31, 1995.  The  year which this annual report addresses is
best understood as two very distinct periods.   The initial period was marked by
a continuation of rising interest rates which began in the first quarter of 1994
and that resulted in significant bond market losses and a flat stock market. The
second  period  began in November  1994 as inflation  fears  started to subside,
resulting in lower  long-term  interest rates and a stellar market for stocks in
the first quarter of 1995.

This sort of significant shift in market direction poses special  challenges for
asset   managers.   We  are  pleased  that  your  Fund's   Portfolio   performed
competitively versus other mutual funds with similar investment  objectives over
the past year. Nonetheless, we remain committed to outperforming the appropriate
market indices for each Portfolio over the long-term.

Thank you for investing in the Capital Value Fund,  Inc. Our combined  assets in
the Fund's five Portfolios now total $52,819,676. Please do not hesitate to call
at any time with questions about the Fund or its performance. We look forward to
a long and mutually profitable relationship.

Sincerely,



Robert G. Millen
Chairman, Capital Value Fund, Inc.
President, Capital Value Corporation





David W. Miles
President, Capital Value Fund, Inc.
Senior Managing Director
Investors Management Group

<PAGE>

                         CAPITAL VALUE EQUITY PORTFOLIO


For the 12-month period ended March 31, 1995,  the Equity Portfolio increased in
value  with  Initial  and  Select  shares  up  9.78  percent and  10.31 percent,
respectively.  These  returns were  below the S&P 500  Index  which was up 15.57
percent for the period.  However,  the returns for the Equity Portfolio compared
favorably to the average return of 8.83 percent achieved  by U.S. equity  funds,
according  to  Lipper Analytical  Services.  Since the  inception  of the Equity
Portfolio on May 20, 1993, the average annualized returns for Initial and Select
shares  are  7.15 percent and 7.88 percent, respectively, compared to an average
annualized return of 9.22 for the S&P 500 Index.

The last year was a strong  one for the  stock  market.  While  most of 1994 was
lackluster  for stocks,  the market  staged a very  impressive  rally during the
first  quarter of 1995.  During the first  quarter,  the S&P 500 advanced a very
strong 9.74 percent which allowed the S&P 500 to achieve a 15.57 percent  return
for the  year.  The stock  market  has  benefited  so far in 1995 from a growing
belief that the economy will achieve a soft landing where economic  growth slows
but not enough to hurt  corporate  earnings  growth.  The  combination  of lower
long-term interest rates and the belief that corporate earnings will continue to
be strong  provided a very  favorable  environment  for stocks  during the first
quarter of 1995. In addition, fears of rising inflation have recently dissipated
which also has been a positive for the stock market.

This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment in the Fund, made at the Fund's inception,  with a similar investment
in the Standard & Poor's 500 Stock Index ("S&P 500"). The shares of the Fund are
divided  into  "Initial  Shares" and "Select  Shares".  Generally,  only Initial
Shares of the  Portfolio  may be  purchased  directly by certain  persons and in
certain situations. (See "ADDITIONAL INVESTMENT INFORMATION" in the prospectus.)
Initial  Shares of the Portfolio  automatically  convert to Select Shares of the
same Portfolio eight years after issuance of the Initial Shares.  Initial Shares
of the  Portfolio pay  distribution  fees based upon average daily net assets of
the  Portfolio.  Select  Shares of the Portfolio do not pay  distribution  fees.
Results   include  the   reinvestment   of  all   dividends  and  capital  gains
distributions.  The S&P 500 is an unmanaged index of common stocks.  Performance
data  quoted  represents  past  performance,  which is no  indication  of future
performance.  Investment  return and principal  value will  fluctuate so that an
investor's shares, when redeemed,  may be worth more or less than their original
cost. An additional fee of $10 will be charged for redemption  from a retirement
plan account and  redemptions  payable by wire  transfer.  If  investors  redeem
shares,  they may be  subject  to a maximum  contingent  deferred  sales  charge
("CDSC") of 4 percent, which has not been reflected in the above graph.

When we  wrote  this  report  one year  ago,  we had just  begun to  change  our
investment  outlook to reflect  our view that the  economy was poised for slower
growth and that  long-term  interest rates were most likely too high in relation
to the  underlying  rate of  inflation.  It was our  belief  at that  time  that
inflation would not rise  dramatically and that fears of higher inflation on the
part of the Federal  Reserve and investors were overdone.  Based on these views,
we began to  reposition  the Equity  Portfolio  by  significantly  reducing  the
portfolio's  exposure to cyclical and economically  sensitive stocks in favor of
emphasizing  stocks which benefit in an environment of slower  economic  growth.
Subsequently,  we began to purchase  stocks with high yields  which  behave much
like bonds and appreciate in value when long-term interest rates fall and stocks
which exhibit consistent unit growth and can produce rising earnings even if the
pace of economic  growth slows.  In line with this strategy,  during the last 12
months we  significantly  increased our exposure to utility,  finance,  consumer
nondurable, and drug stocks and significantly decreased our exposure to producer
manufacturing, capital goods, energy, and raw materials stocks.

Looking  back  over the last year,  our change in  strategy  was on track as the
economy  has  begun  to slow and  long-term  interest  rates  have  declined  to
approximately  7.4 percent from a high of almost 8.2 percent last November.  Our
only  frustration  has been that utility and finance  stocks,  while  generating
positive  returns as long-term  interest rates declined,  did not keep pace with
the S&P 500. The best performing stocks in the stock market during the last year
were highly concentrated in the electronic technology (semiconductors,  computer
systems,  communications  equipment) consumer nondurable (cosmetics,  beverages,
household products, foods) and drug (pharmaceutical,  medical products) sectors.
While the Equity  Portfolio  did  significantly  benefit from  exposure in these
areas,  the exposure to utility and finance stocks was enough to keep the Equity
Portfolio  from  outperforming  the S&P 500 over the 12  month  period.  At this
point,  we plan to keep our  current  investment  strategy  in place  until  the
consensus  embraces an economic  slowdown  and it becomes  fully priced into the
stock  market.  At that time,  we will then most likely  begin to shift  towards
stocks that would benefit from the early part of the next expansion cycle in the
economy.

While we feel  confident  that  long-term  interest rates will continue to trend
downward,  we are less certain about the direction of the stock market. The lack
of inflationary pressures and the downward trend of long-term interest rates has
been and will likely  continue to be positive for stocks.  However,  the current
excitement  in the stock  market  surrounding  the  evidence of slower  economic
growth may well develop  eventually into concerns about renewed profit weakness.
If the economy  slows too much,  then fears of recession  could  introduce  some
volatility into the stock market.

In our view,  the bond market will most likely  outperform the stock market over
the next 12-months as long-term  interest rates continue to decline.  We believe
that the Equity Portfolio is postured  correctly to take advantage of this trend
due to our  overweighting in utility and finance stocks.  We are hopeful that as
the economy  continues to slow,  utility and finance  stocks will lead the stock
market which will allow the Equity  Portfolio to outperform  the S&P 500. If the
stock market does decline at some point due to fears of weak earnings growth, we
are confident the Equity Portfolio will perform better than the broad market due
to its defensive posture and above average yield.



James T. Richards                      James W. Paulsen, Ph.D.
Portfolio Manager                      Portfolio Manager

<PAGE>



                      CAPITAL VALUE TOTAL RETURN PORTFOLIO


The investment objective  of  the  Total Return Portfolio is a high total return
from capital appreciation and current income,  consistent with  preservation  of
capital.  The Portfolio attempts to achieve its objective by investing in equity
securities and fixed income securities.

For the 12-month  period ended March 31, 1995, the total return of Select Shares
was 6.69 percent.  Initial  Shares  posted a total return of 6.16 percent.  Both
Select and Initial Shares  underperformed  the Balanced  Index's total return of
10.23  percent.  The  average  return  of  balanced  funds  according  to Lipper
Analytical Services was 6.08 percent.

This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment in the Fund, made at the Fund's inception,  with a similar investment
in the Standard & Poor's 500 Stock Index ("S&P 500") and in the Lehman Aggregate
Index.  The shares of the Fund are  divided  into  "Initial  Shares" and "Select
Shares".  Generally,  only  Initial  Shares of the  Portfolio  may be  purchased
directly  by  certain  persons  and  in  certain  situations.  (See  "ADDITIONAL
INVESTMENT  INFORMATION"  in the  prospectus.)  Initial  Shares of the Portfolio
automatically  convert to Select Shares of the same Portfolio  eight years after
issuance of the Initial Shares. Initial Shares of the Portfolio pay distribution
fees based upon average daily net assets of the Portfolio.  Select Shares of the
Portfolio do not pay distribution  fees. Results include the reinvestment of all
dividends and capital gains distributions.  The S&P 500 is an unmanaged index of
common  stocks.  The Lehman  Aggregate  includes  fixed rate debt  issues  rated
investment  grade or higher by Moody's  Investors  Service,  Standard and Poor's
Corporation,  or Fitch Investor's Service.  All issues have at least one year to
maturity  and an  outstanding  par value of at least  $100  million.  The Lehman
Aggregate Index includes bonds with maturities of 1-30 years. Price, coupon, and
total return are  reported  for all sectors on a month-end  to month-end  basis.
Performance data quoted represents past  performance,  which is no indication of
future performance. Investment return and principal value will fluctuate so that
an  investor's  shares,  when  redeemed,  may be worth  more or less than  their
original cost. An additional  fee of $10 will be charged for  redemption  from a
retirement plan account and redemptions  payable by wire transfer.  If investors
redeem shares, they may be subject to a maximum contingent deferred sales charge
("CDSC") of 4 percent, which has not been reflected in the above graph.

Beginning in April, 1994 we began shifting the asset allocation of the portfolio
toward bonds.  Stocks had  outperformed  bonds by approximately 40 percent since
August,  1993.  Historically this was a large outperformance over a short period
of time. In addition,  we felt that rising  interest rates,  tightening  Federal
Reserve  policy,  and the  lack of  fiscal  stimulus  would  slow  the  economy.
Therefore,  we shifted the asset  allocation from 69 percent stocks,  31 percent
bonds to 44 percent stocks,  56 percent bonds over the course of the last twelve
months.

Stocks,  however,  continued  to  outperform  bonds for much of the last year as
economic growth continued at a solid pace.  Though the transition in the economy
and the financial  markets has taken longer to materialize than we expected,  it
is starting to happen.  The housing and durable goods sectors which had been the
driving force of the economy have slowed  significantly  and  inflation  remains
moderate.  Thus,  we are more  confident at this point that  long-term  interest
rates will continue to trend downward and bonds will outperform  stocks over the
next year.

We have also  changed  both the  stock and bond  portions  of the  portfolio  to
reflect  our view  that the  economy  was  poised  for  slower  growth  and that
long-term interest rates were most likely too high in relation to the underlying
rate of inflation.  Based on our investment  outlook, we began to reposition the
equity  portion of the  portfolio  by  significantly  reducing  the  portfolio's
exposure to cyclical and  economically  sensitive stocks in favor of emphasizing
stocks which benefit in an environment of slower economic growth.  Subsequently,
we began to purchase  stocks with high yields  which  behave much like bonds and
appreciate in value when long-term  interest rates fall and stocks which exhibit
consistent  unit  growth and can  produce  rising  earnings  even if the pace of
economic growth slows. With these thoughts in mind, we increased our exposure to
utility,  finance,  consumer  nondurable,  and  drug  stocks  and  significantly
decreased our exposure to producer manufacturing, capital goods, energy, and raw
materials stocks.

In the bond portion of the  portfolio we began  lengthening  the duration of the
portfolio, a measure of interest rate sensitivity,  over the last twelve months.
Currently we are maintaining the duration of the portfolio at a level between 15
and 20 percent longer than the index. We also expect the yield curve to continue
to flatten as short-term  interest rates  stabilize or edge upward  slightly and
long-term  interest rates continue to decline.  Therefore,  we are maintaining a
barbell posture in the bond portion of the portfolio. The mortgage market in our
opinion is overvalued as yield spreads are extremely low relative to Treasuries,
and we believe  they could  widen  substantially  if  long-term  interest  rates
continue  to  decline.  Thus,  we are  significantly  underweighting  mortgages.
Corporate  bond yield  spreads are also narrow  relative to  Treasuries.  If the
economy  slows  over  the  next 6 to 12  months  concerns  may  mount  regarding
corporate earnings,  causing corporate bond yield spreads to widen. We have been
extremely selective in the corporate bond market over the last twelve months.

In  conclusion,  the portfolio is  positioned  for an  environment  in which the
economy slows and inflation  remains  moderate.  In this  environment  long-term
interest rates should decline as inflation fears dissipate.  Short-term interest
rates  should  stabilize  if  inflation  becomes  less  of a  concern.  In  this
environment bonds should outperform stocks and stocks that are more bond-like or
which exhibit consistent unit growth will outperform more cyclical stocks.



James T. Richards                       Kathryn D. Beyer, CFA
Portfolio Manager                       Portfolio Manager



Jeffrey D. Lorenzen, CFA                James W. Paulsen, Ph.D.
Portfolio Manager                       Portfolio Manager

<PAGE>


                      CAPITAL VALUE FIXED INCOME PORTFOLIO


The Capital Value Fixed Income Portfolio's objective is  to  provide  as  high a
level of income  as is consistent with  preservation of capital.  The  portfolio
produced  a  12-month  total  return  for  the Initial and Select Shares of 4.59
percent and 5.12 percent respectively, compared to the Lehman Aggregate Index of
5.00 percent.

During much of 1994, a strengthening U.S. economy created  conditions  favorable
to accelerating  inflation.  The fear of escalating inflation from robust growth
caused  investors  to flee the bond  market.  Interest  rates  rose  across  the
maturity  curve,  driving  prices  lower.  This  brought  about one of the worst
periods for bond  investors  since the late 1920's.  Interestingly,  even though
economic growth increased during 1994, inflation remained tame providing now for
an appetizing environment for bond investors.

This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment in the Fund, made at the Fund's  inception with a similar  investment
in the Lehman  Aggregate Index. The shares of the Fund are divided into "Initial
Shares" and "Select Shares". Generally, only Initial Shares of the Portfolio may
be  purchased  directly  by  certain  persons  and in certain  situations.  (See
"ADDITIONAL  INVESTMENT  INFORMATION" in the prospectus.)  Initial Shares of the
Portfolio  automatically  convert to Select Shares of the same  Portfolio  eight
years after issuance of the Initial Shares.  Initial Shares of the Portfolio pay
distribution  fees based upon average daily net assets of the Portfolio.  Select
Shares of the  Portfolio  do not pay  distribution  fees.  Results  include  the
reinvestment  of all  dividends  and  capital  gains  distributions.  The Lehman
Aggregate Index includes fixed rate debt issues rated investment grade or higher
by  Moody's  Investors  Service,  Standard  and  Poor's  Corporation,  or  Fitch
Investor's  Service.  All  issues  have at  least  one year to  maturity  and an
outstanding  par value of at least  $100  million.  The Lehman  Aggregate  Index
includes bonds with maturities of 1-30 years.  Price,  coupon,  and total return
are reported for all sectors on a month-end to month-end  basis. All returns are
market value weighted inclusive of accrued interest.  The inception date for the
Aggregate   Index  is  12/31/75.   Performance   data  quoted   represents  past
performance, which is no indication of future performance. Investment return and
principal value will fluctuate so that an investor's shares, when redeemed,  may
be worth more or less than their original cost. An additional fee of $10 will be
charged for redemption from a retirement plan account and redemptions payable by
wire  transfer.  If investors  redeem  shares,  they may be subject to a maximum
contingent  deferred  sales  charge  ("CDSC")  of 4 percent,  which has not been
reflected in the above graph.

During the first  quarter of 1995, a variety of events  reversed the bond market
decline of 1994. In the first  quarter,  economic data suggested that growth was
moderating  and inflation was staying calm. As a result,  intermediate  and long
term bonds  appeared  extremely  under valued.  When the Federal  Reserve raised
short term interest rates yet again,  this provided positive momentum for longer
term treasuries, which declined in yield and rose in price.

Although the bond market has finally received positive  reinforcements,  several
factors linger which provide a negative tone.  First,  is the weakness in the US
dollar.  The dollar  continued to decline through the quarter  relative to other
major  currencies,  most noticeably the Japanese Yen. This decline in the dollar
reduces the number of non domestic  purchasers  of US  investments,  which could
hinder market performance. Second, are the actions by the Federal Reserve toward
interest  rates.  Recently,  a renewed  uncertainty  regarding  Fed  action  has
increased the volatility of long term interest rates.

Although the bond market is experiencing outside pressures,  overall performance
has been quite strong since the beginning of 1995. We believe value still exists
in long term bonds even with the recent rally.  We also believe there is still a
possibility  for the Federal  Reserve to raise short term  interest  rates again
which would result in a flatter  yield curve.  A Fed  tightening  would not only
fend off any inflation pressures, but would also support the weak dollar.

With this in mind, we are postured for a further  flattening in the yield curve.
We still believe there is a strong possibility that short term rates will remain
stable or increase,  while long rates  decline.  We are  currently  investing 29
percent of the  portfolio in US government  securities,  25 percent in corporate
bonds,  39 percent in mortgage backed  securities,  2 percent in preferred stock
and 5 percent in cash or cash  equivalents.  The  portfolio's  average  maturity
remains longer than the index which will provide for more price  appreciation as
interest rates decline. We anticipate that the current sector weighting will not
change dramatically until there is an adjustment in sector values.



Kathryn D. Beyer, CFA       Jeffrey D. Lorenzen, CFA     James W. Paulsen, Ph.D.
Portfolio Manager           Portfolio Manager            Portfolio Manager

<PAGE>


                 CAPITAL VALUE SHORT-TERM GOVERNMENT PORTFOLIO


The investment objective of the Short-Term Government Portfolio is to provide as
high  a  level  of  current income as is consistent with minimum fluctuations in
principal value. Under normal  circumstances,  the  Portfolio  invests at least
75  percent of  its  total assets  in U.S. government securities.  The Portfolio
seeks  to  maintain a dollar-weighted average portfolio maturity between one and
three years.

For the last year,  the total  return of Select  shares was 4.25  percent.  This
compares to the return of the Lehman 1-3 Year  Government  Index of 4.35 percent
and the Lipper  Analytical  Services Short U.S.  Government Fund Average of 2.90
percent. According to Lipper, the performance of Select shares was in the top 15
percent of all  short-term  U.S.  government  mutual funds.  The total return of
Initial shares over the last year was 3.73 percent.

This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment in the Fund, made at the Fund's  inception with a similar  investment
in the Lehman 1-3 Year Government Index. The shares of the Fund are divided into
"Initial  Shares" and "Select  Shares".  Generally,  only Initial  Shares of the
Portfolio  may  be  purchased   directly  by  certain  persons  and  in  certain
situations. (See "ADDITIONAL INVESTMENT INFORMATION" in the prospectus.) Initial
Shares of the  Portfolio  automatically  convert  to  Select  Shares of the same
Portfolio  eight years after issuance of the Initial  Shares.  Initial Shares of
the Portfolio pay  distribution  fees based upon average daily net assets of the
Portfolio.  Select Shares of the Portfolio do not pay distribution fees. Results
include the reinvestment of all dividends and capital gains  distributions.  The
Lehman  1-3  Year  Government  Index  includes  fixed  rate  debt  issues  rated
investment  grade or higher by  Moody's  Investors  Services,  Standard & Poor's
Corporation,  or Fitch Investor's Service.  All issues have maturities of one to
three  years and an  outstanding  par  value of at least  $100  million.  Price,
coupon,  and total  return  are  reported  for all  sectors  on a  month-end  to
month-end  basis.  All returns are market  value  weighted  inclusive of accrued
interest.  The  inception  date for the 1-3 Year  Government  Index is 12/31/75.
Performance data quoted represents past  performance,  which is no indication of
future performance. Investment return and principal value will fluctuate so that
an  investor's  shares,  when  redeemed,  may be worth  more or less than  their
original cost. An additional  fee of $10 will be charged for  redemption  from a
retirement plan account and redemptions payable by wire transfer. Inception date
of the Initial Shares of the Capital Value Fund Short-Term  Government Portfolio
is  9/8/93.  If  investors  redeem  shares,  they may be  subject  to a  maximum
contingent  deferred  sales  charge  ("CDSC")  of 4 percent,  which has not been
reflected in the above graph.

As of March 31, 1995, the Portfolio's dollar-weighted average portfolio maturity
was 2.13  years.  This allows the  Portfolio  to achieve a return that is higher
than a money  market fund over time  without  taking a large amount of principal
risk.

Short-term  interest rates have doubled over the last year. The Federal  Reserve
raised the Federal Funds rate seven times since February, 1994 from 3.00 percent
to 6.00 percent.

Other  short-term  interest rates have  increased,  but by lesser  amounts.  The
one-year,  two-year,  and  three-year  Treasury  note  rates  have risen by 1.25
percent to 2.05 percent  since March 31,  1994.  Long-term  interest  rates have
increased by even lesser amounts. The 10-year Treasury, for example, is now less
than  0.50  percent  higher  than a year ago.  Thus,  the  differential  between
short-term  interest  rates and  long-term  interest  rates has declined and the
yield curve has flattened substantially.

This large increase in interest  rates has already  started to slow the economy,
especially the housing and durable goods sectors.  Inflation,  meanwhile remains
moderate.  If the economy continues to slow and inflation remains moderate,  the
Federal  Reserve may not need to raise  short-term  interest rates further.  The
question  at this  point is if the  economy  will slow  fast  enough to keep the
Federal  Reserve  on hold.  Bank loan  demand  continues  to be robust  and with
mortgage  rates falling back to 8 percent,  the housing market may perk up again
in the summer.  In  addition,  continued  weakness in the dollar could cause the
Federal Reserve concern.

Intermediate  and long-term  interest rates may actually  decline,  if inflation
remains  moderate.  The inflation buffer built into long-term  interest rates is
currently in excess of 4.5 percent. Even if inflation rises slightly,  long-term
interest rates could still fall below 7 percent  again.  Over time, if inflation
remains  moderate,  long-term  interest  rates  could  conceivably  decline to 6
percent again.  With this outlook in mind, we have increased the exposure of the
Portfolio to securities  with 5 and 10-year  maturities,  while  maintaining the
average maturity of the portfolio near two years.

In essence,  the Portfolio is positioned for an environment in which  short-term
interest  rates  remain  stable or edge upward  slightly  and  intermediate  and
long-term  interest  rates fall.  We will  maintain the average  maturity of the
portfolio  slightly longer than two years.  In addition,  we continue to analyze
yield enhancement opportunities.



Kathryn D. Beyer, CFA       Jeffrey D. Lorenzen, CFA     James W. Paulsen, Ph.D.
Portfolio Manager           Portfolio Manager            Portfolio Manager

<PAGE>

                   CAPITAL VALUE PRIME MONEY MARKET PORTFOLIO


The  Prime  Money  Market   Portfolio  is  managed  for  high  current   income,
preservation  of capital,  and liquidity.  The portfolio seeks to maintain a net
asset value of $1.00 per share for purchases and redemptions.

As of March 31,  1995,  the Prime Money  Market  Portfolio  7-day yield was 5.43
percent  compared  to the  Donoghue  First  Tier Money  Fund  Composite  of 5.49
percent. The average maturity of the portfolio was 42 days.

The Prime  Money  Market  Portfolio  currently  holds 51 percent  in  repurchase
agreements,  24 percent in high grade corporate  bonds, 13 percent in government
and agency securities,  and 12 percent in collateralized  mortgage  obligations.
Within these,  55 percent adjust within a one-week period and are very sensitive
to movements  in  short-term  interest  rates.  The  remaining 45 percent of our
holdings mature between 30 and 397 days.

During the past 12 months,  3-month Treasury bill rates have increased from 3.56
to 5.85 percent,  while 1-year  Treasury bill rates have  increased from 4.42 to
6.48 percent. This dramatic increase in short-term interest rates was sparked by
a Federal Reserve  tightening  policy to slow growth and fend off inflation.  We
believe  we are  currently  near the end of the  cycle  and  look  for  rates to
stabilize. The steepness in the short-term portion of the yield curve, prevalent
during much of last year,  has  diminished in the first quarter of 1995.  Little
additional yield is achieved by extending the average maturity of the portfolio.
We have  maintained an average  days-to-maturity  similar to the Donoghue  First
Tier  Money  Fund  Composite  portfolio  and will  remain  at this  level  until
conditions suggest otherwise.

Regardless of the economic  environment,  we are committed to providing  quality
returns  with the  highest  degree of  safety  and  liquidity.  We  believe  the
Portfolio is  structured  to perform well in the future and will continue to use
our best efforts.



Jeffrey D. Lorenzen, CFA      Kathryn D. Beyer, CFA      James W. Paulsen, Ph.D.
Portfolio Manager             Portfolio Manager          Portfolio Manager

<PAGE>

     KATHRYN D. BEYER,  CFA,  MANAGING  DIRECTOR.  Ms.  Beyer  serves as a fixed
income  strategist.  Prior  to  joining  IMG,  she  served  as the  director  of
mortgage-backed  securities  and as a corporate  bond fixed  income  analyst for
Central Life Assurance  Company.  She received her M.B.A.  from Drake University
and her B.S. from Iowa State University.

     JEFFREY D. LORENZEN, CFA, MANAGING DIRECTOR. Mr. Lorenzen serves as a fixed
income  strategist.  Prior to joining IMG, he served as a senior analyst for The
Statesman  Group under both the corporate  and  mortgage-backed  portfolios.  He
received his M.B.A.  from Drake University and his B.B.A. from the University of
Iowa.

     JAMES W. PAULSEN,  PH.D.,  SENIOR  MANAGING  DIRECTOR.  Dr.  Paulsen is the
advisor's  chief  portfolio   strategist  and  chairs  IMG's  Investment  Policy
Committee.  Prior to joining IMG, he served as president of a Cedar Rapids, Iowa
investment  firm.  He received his Doctorate in economics and his B.S. from Iowa
State University.

     JAMES  T.  RICHARDS,  MANAGING  DIRECTOR.  Mr.  Richards  is  IMG's  equity
strategist.  Prior to joining IMG, he served as managing director-equities for a
Cedar Rapids,  Iowa investment firm. He received his M.B.A.  from the University
of Iowa and his B.A. from Coe College.

<PAGE>
                            CAPITAL VALUE FUND, INC.
                                Equity Portfolio
                            Schedule of Investments
                                 March 31, 1995

    Share/
  Par Value  Description                                                Value

COMMON STOCK (95.04%)
Utilities (19.27%)
    8,300    Ameritech Corporation                                $     342,375
   12,900    Consolidated Edison of NY                                  351,525
   12,400    Detroit Edison Co.                                         339,450
   12,000    GTE Corp.                                                  399,000
    9,800    Nynex Corp.                                                388,325
   18,800    San Diego Gas & Elec.                                      390,100
   10,700    Santa Fe Pacific                                           393,225
   10,000    U.S. West, Inc.                                            400,000
   13,300    WPS Resources Corp.                                        385,700
                                                                  ______________
                                                                      3,389,700
                                                                  ______________
Finance (20.28%)
    9,300    Ambac Inc.                                                 377,812
   18,600    American Heritage Life                                     334,800
   12,700    Banc One Corp.                                             361,950
    4,500    Cigna Corp.                                                336,375
   13,300    Comerica, Inc.                                             365,750
   13,900    First Hawaiian                                             340,550
   12,900    Key Corp.                                                  364,425
   15,100    PNC Bank Corp.                                             368,062
   10,300    Providian                                                  361,788
    9,800    Regions Financial Corp.                                    357,700
                                                                  ______________
                                                                      3,569,212
                                                                  ______________
Retail Trade (7.85%)
   50,900    Charming Shoppes                                           286,312
   18,500    Liz Claiborne, Inc.                                        328,375
   13,100    Medicine Shoppe International Inc.                         396,275
    8,300    Mercantile Stores                                          370,388
                                                                  ______________
                                                                      1,381,350
                                                                  ______________

Consumer Services (1.96%)
    6,100    Knight-Ridder Inc.                                         344,650
                                                                  ______________
  
See notes to financial statements
<PAGE>
                            CAPITAL VALUE FUND, INC.
                            Equity Portfolio (cont.)
                            Schedule of Investments
                                 March 31, 1995
   Share/
  Par Value  Description                                                Value
Consumer Non-Durables (11.66%)
   12,200    American Greetings                                   $     364,475
    5,800    General Mills Inc.                                         345,825
    5,200    Kellogg Co.                                                303,550
    6,000    Kimberly-Clark Corp.                                       312,000
    9,500    Pepsico Inc.                                               370,500
   10,800    Rubbermaid, Inc.                                           356,400
                                                                  ______________
                                                                      2,052,750
                                                                  ______________

Consumer Durables (5.74%)
   14,400    Centex                                                     347,400
   10,800    La-Z Boy Chair                                             301,050
    6,600    Whirlpool                                                  361,350
                                                                  ______________
                                                                      1,009,800
                                                                  ______________

Health Technology (8.77%)
    4,400    American Home Products                                     313,500
    4,200    Bristol-Meyers Squibb Co.                                  264,600
    7,800    Merck & Co., Inc.                                          332,475
    4,000    Schering-Plough                                            297,500
    9,400    Upjohn                                                     336,050
                                                                  ______________
                                                                      1,544,125
                                                                  ______________

Electronic Technology (3.99%)
    4,200    IBM                                                        343,875
   17,400    MCI Communications                                         358,875
                                                                  ______________
                                                                        702,750
                                                                  ______________

Commercial Services (3.68%)
    5,500    Dun & Bradstreet Corporation                               289,438
    5,000    McGraw Hill                                                358,750
                                                                  ______________
                                                                        648,188
                                                                  ______________

Process Industries (1.81%)
    5,100    Great Lakes Chemical                                       318,113
                                                                  ______________

Producer Manufacturing (1.90%)
    6,200    Boeing Company                                             334,025
                                                                  ______________

See notes to financial statements
<PAGE>

                            CAPITAL VALUE FUND, INC.
                            Equity Portfolio (cont.)
                            Schedule of Investments
                                 March 31, 1995

   Share/
  Par Value  Description                                                Value

Industrial Services (6.04%)
    8,100    Flightsafety International                           $     370,575
   10,400    Foster Wheeler Corp.                                       352,300
   12,400    WMX Technologies, Incorporated                             341,000
                                                                  ______________
                                                                      1,063,875
                                                                 ______________
Energy (2.09%)
    3,200    Atlantic Richfield Co.                                     368,000
                                                                  ______________
 
             Total Common Stocks
             (Cost $15,868,344)                                  $   16,726,538
                                                                  ______________


U.S. GOVERNMENT SECURITIES (3.49%)
U.S. Treasury Bonds (3.49%)
  635,000    U.S. T-Bond, 7.25%, 05/15/16
             (Cost $583,207)                                            614,559
                                                                  ______________
  
CASH EQUIVALENTS (1.91%)
  336,289    Norwest Cash Investment Fund 5.74% 
             (cost $336,289)                                            336,289
                                                                  ______________

             TOTAL INVESTMENTS IN SECURITIES (100.44%)
             (Cost $16,787,840)                                      17,677,386

             Other Assets and Liabilities (-0.44%)                      (77,310)
                                                                  ______________
             NET ASSETS 100.0%                                   $   17,600,076
                                                                  ==============










Based on the cost of investments of $16,787,840  for federal income tax purposes
at March 31, 1995, the aggregate gross  unrealized  appreciation was $1,482,470,
the aggregate gross unrealized  depreciation was $592,924 and the net unrealized
appreciation was $889,546. 
See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                             Total Return Portfolio
                            Schedule of Investments
                                 March 31, 1995

    Share/
  Par Value  Description                                                Value

COMMON STOCK (44.42%)
 Utilities (9.06%)
    4,300    Ameritech Corporation                               $      177,375
    7,500    Consolidated Edison of NY                                  204,375
    7,300    Detroit Edison Co.                                         199,837
    5,300    Nynex Corp.                                                210,013
   10,800    San Diego Gas & Elec.                                      224,100
    5,600    Santa Fe Pacific                                           205,800
    4,800    U.S. West, Incorporated                                    192,000
    6,600    WPS Resources Corp.                                        191,400
                                                                  ______________
                                                                      1,604,900
                                                                  ______________

Finance (9.00%)
    5,700    Ambac Inc.                                                 231,562
    7,400    Banc One Corp                                              210,900
    3,100    Cigna Corporation                                          231,725
    8,400    Key Corp.                                                  237,300
    8,600    PNC Bank Corp.                                             209,625
    6,500    Providian                                                  228,313
    6,700    Regions Financial Corp.                                    244,550
                                                                  ______________
                                                                      1,593,975
                                                                  ______________

Retail Trade (3.16%)
   27,100    Charming Shoppes                                           152,437
    9,600    Liz Claiborne, Inc.                                        170,400
    7,800    Medicine Shoppe International Inc.                         235,950
                                                                  ______________
                                                                        558,787
                                                                  ______________

Consumer Services (1.28%)
    4,000    Knight-Ridder Inc.                                         226,000
                                                                  ______________

Consumer Non-Durables (6.01%)
    6,800    American Greetings                                         203,150
    3,300    General Mills Inc.                                         196,762
    3,800    Kellogg Co.                                                221,825
    5,000    Pepsico Inc.                                               195,000
    7,500    Rubbermaid, Inc.                                           247,500
                                                                  ______________
                                                                      1,064,237
                                                                  ______________
See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                         Total Return Portfolio (cont.)
                            Schedule of Investments
                                 March 31, 1995


   Share/
  Par Value  Description                                                Value

Consumer Durables (3.40%)
    7,700    Centex                                              $      185,762
    7,500    La-Z Boy Chair                                             209,063
    3,800    Whirlpool                                                  208,050
                                                                  ______________
                                                                        602,875
                                                                  ______________

Health Technology (5.47%)
    3,575    American Home Products                                     254,718
    3,600    Bristol-Meyers Squibb Co.                                  226,800
    6,000    Merck & Co., Inc.                                          255,750
    6,500    Upjohn                                                     232,375
                                                                  ______________
                                                                        969,643
                                                                  ______________

Electronic Technology (2.08%)
    2,200    IBM                                                        180,125
    9,100    MCI Communications                                         187,688
                                                                  ______________
                                                                        367,813
                                                                  ______________

Producer Manufacturing (1.37%)
    4,500    Boeing Company                                             242,438
                                                                  ______________


Industrial Services (2.42%)
    6,100    Foster Wheeler Corp.                                       206,638
    8,100    WMX Technologies                                           222,750
                                                                  ______________
                                                                        429,388
                                                                  ______________

Energy (1.17%)
    1,800    Atlantic Richfield Co.                                     207,000
                                                                  ______________

             Total Common Stocks
             (Cost $7,557,920)                                        7,867,056
                                                                  ______________
  
See notes to financial statements.
<PAGE>


                            CAPITAL VALUE FUND, INC.
                         Total Return Portfolio (cont.)
                            Schedule of Investments
                                 March 31, 1995

    Share/
  Par Value  Description                                                Value

PREFERRED STOCK (0.61%)
    5,600    Citicorp Convertible Perferred Series 15            $      108,500
                                                                  ______________

             Total Preferred Stocks
             (Cost $112,231)                                            108,500
                                                                  ______________

U.S. GOVERNMENT SECURITIES (18.06%)
U.S. Treasury Bonds (18.06%)
  625,000    U.S. T-Bond, 7.125%, 2/15/23                               595,894
1,250,000    U.S. T-Bond, 7.25%, 5/15/16                              1,209,763
1,220,000    U.S. T-Bond, 8.875%, 2/15/19                             1,392,166
                                                                  ______________
             Total U.S. Government Securities                         3,197,823
             (Cost $3,194,164)                                    ______________

CORPORATE BONDS (12.89%)
  275,000    Chrysler Finl. Corp., 8.125%, 12/15/96                     278,781
  150,000    Ford Capital BV, 10.125%, 11/15/00                         166,125
  420,000    GMAC, 8.875%, 6/1/10                                       462,021
  200,000    Hertz Corp., 9.125%, 8/1/96                                204,500
  250,000    Hydro-Quebec, 8.25%, 1/15/27                               241,525
   50,000    Iowa Electric Light & Power, 6.25%, 9/1/96                  49,563
  250,000    ITT Financial, 8.875%, 6/1/10                              268,053
  242,000    Manitoba, 7.75%, 7/17/16                                   243,848
  200,000    North St., 9.375%, 6/1/20                                  214,500
  150,000    Nova Scotia, 8.25%, 11/15/19                               153,879
                                                                  ______________

             Total Corporate Bonds
             (Cost $2,375,568)                                        2,282,795
                                                                  ______________
   
MUNICIPAL BONDS (1.03%)
  175,000    Texas St. G.O. Taxable, 8.70%, 12/1/09                     182,502
                                                                  ______________

             Total Municipal Bonds                                      182,502
             (Cost $174,393)                                      ______________

See notes to financial statements.
<PAGE>
                                                                  ______________

                            CAPITAL VALUE FUND, INC.
                         Total Return Portfolio (cont.)
                            Schedule of Investments
                                 March 31, 1995

   Share/
  Par Value  Description                                                Value

MORTAGE-BACKED SECURITIES (20.13%)
Collateralized Mortgage Obligations (17.27%)
  231,889    Chase Mtge. Finance Corp., 5.75%, 4/25/09           $      223,401
  170,866    Citicorp Mtge. Sec. 1987-13 A3, 9.35%, 6/1/10              170,555
  130,101    Collateralized Mtge. Obig. Trust Series 19,                127,167
                 Class C, 6.0%, 5/20/17                              
  200,000    FHLMC Ser 186 D, 8.0%, 12/15/19                            201,524
   80,380    FHLMC Series 1194 Class D, 7.0%, 11/15/03                   80,218
  250,000    FHLMC 1250F, 7.0%,4/15/19                                  243,975
  214,382    FHLMC 91 Series 188 Class F, 7.5&, 5/15/20                 213,218
  162,000    FNMA 1990-130E, Zero Coupon, 8/25/19, 11.14%**              83,620
  115,000    FNMA 1991-126B, 8.0%, 9/25/98                              115,477
  225,000    FNMA 1991-8 E, 7.50%, 6/25/17                              223,432
  254,744    Green Tree Acceptance 1987B Class A, 9.55%,5/15/07         260,716
  235,592    Housing Securities Inc 1993-E E-14, Zero Coupon,           154,000
                 9/25/08, 10.33%**                               
  221,668    Housing Securities, Inc., 1992-F F11, Zero Coupon,         149,314
                 11/25/07, 9.06%**                             
  229,418    Kidder Peabody Mtg Asset Trust Class 5G, 8.45%, 5/20/18    225,206
  142,599    Morgan Stanley Class E 3, 8%, 7/20/17                      143,027
  164,500    Prudential Home Mortgage Sec., 7.5%, 5/25/22               163,283
  165,927    Residential Funding Mtg. Sec. I Series 1993-S7             164,195
                 Class A6, 7.15%, 2/25/08                          
  115,750    Resolution Trust Corp. Series 1992-17 Class A1,            
                 Variable Rate, 12/25/20*                               116,184
                                                                 _______________
                                                                      3,058,512
                                                                 _______________

FHLMC Mortgage-Backed Pools (0.35%)
   61,333    FHLMC #A00851, 8.50%, 12/01/19                              61,973
                                                                 _______________


GNMA Mortgage-Backed Pools (2.51%)
  215,602    GNMA #305975, 9.00%, 7/15/21                               222,251
  111,365    GNMA #318184, 8.50%, 11/15/21                              112,824
  113,020    GNMA #359600, 7.50%, 7/15/23                               109,587
                                                                 _______________
                                                                        444,662
                                                                 _______________

             Total Mortgage-Backed Securities
             (Cost $3,582,216)                                        3,565,147
                                                                 _______________

*Denotes a floating rate investment with interest rate as of March 31, 1995.
**Interest rate discount for 0 coupong bond equates yield at date of purchase.
See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                         Total Return Portfolio (cont.)
                            Schedule of Investments
                                 March 31, 1995

   Share/
  Par Value  Description                                                Value
 
ASSET-BACKED SECURITIES (0.78%)
  140,618    NARGT 1992-B A, 4.3%, 9/15/97                       $      138,532
                                                                 _______________
             Total Asset-Backed Securities
             (Cost $138,465)                                            138,532
                                                                 _______________

CASH EQUIVALENTS (3.30%)
  585,014    Norwest Cash Investment Fund 5.74% (cost $585,014)         585,014
                                                                 _______________

             TOTAL INVESTMENTS IN SECURITIES (101.22%)
             (Cost $17,719,971)                                      17,927,369
                                                                 _______________

             Other Assets & Liabilities (-1.22%)                       (216,235)
                                                                 _______________
             NET ASSETS 100.0%                                   $   17,711,134
                                                                 ===============









Based  on the cost of investments of $17,719,971 for federal income tax purposes
at  March 31, 1995,  the  aggregate gross unrealized appreciastion was $772,869,
the aggregate gross  unrealized depreciation was $565,471 and the net unrealized
appreciation was $207,398.

See notes to financial statements.
<PAGE>


                            CAPITAL VALUE FUND, INC.
                             Fixed Income Portfolio
                            Schedule of Investments
                                 March 31, 1995


    Share/
  Par Value  Description                                                Value

PREFERRED STOCK (1.79%)
    7,400    Citicorp Convertible Perferred Series 15            $      143,375
                                                                 _______________
             Total Preferred Stocks
             (Cost $148,444)                                            143,375
                                                                 _______________

U.S. GOVERNMENT SECURITIES (31.63%)
U.S. Treasury Bonds (26.52%)
  500,000    U.S. T-Bond, 7.125%, 2/15/23                               476,715
  825,000    U.S. T-Bond, 7.25%, 5/15/16                                798,443
  740,000    U.S. T-Bond, 8.875%, 2/15/19                               844,429
                                                                 _______________
                                                                      2,119,587
                                                                 _______________


U.S. Treasury Notes (5.11%)
  150,000    U.S. T-Note, 6.25%, 8/31/96                                149,132
  250,000    U.S. T-Note, 7.875%, 8/15/01                               259,205
                                                                 _______________
                                                                        408,337
                                                                 _______________

             Total Government Securities
             (Cost $2,600,074)                                        2,527,924
                                                                 _______________

CORPORATE BONDS (24.31%)
  250,000    Chrylser Finl. Corp., 8.125%, 12/15/96                     253,437
  425,000    General Electric, 8.625%, 6/15/08                          457,491
  350,000    GMAC, 8.875%, 6/1/10                                       385,017
  250,000    ITT Financial, 8.875%, 6/1/10                              268,053
  315,000    Manitoba, 7.75%, 7/17/16                                   317,407
  255,000    Nova Scotia, 8.25%, 11/15/19                               261,594
                                                                 _______________

             Total Corporate Bonds
             (Cost $2,043,926)                                        1,942,999
                                                                 _______________


See notes to financials statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                         Fixed Income Portfolio (cont.)
                            Schedule of Investments
                                 March 31, 1995

   Share/
  Par Value  Description                                                Value

MUNICIPAL BONDS (1.30%)
  100,000    Texas St. G.O. Taxable, 8.70%, 12/1/09         $           104,288
                                                                 _______________

             Total Municipal Bonds
             (Cost $99,653)                                             104,288

MORTAGE-BACKED SECURITIES (39.90%)
Collateralized Mortgage Obligations (25.29%)
  159,082    Citicorp Mortgage Securities 1987-13 A3, 9.35% 6/1/10      158,793
  240,712    Countrywide Funding Corp., 1994-9 A1, 6.50% 5/25/24        232,145
  215,000    FHLMC Series 1561 Class TA, Zero Coupon, 8/15/08, 9.24%*    90,973
   32,243    FHLMC 1156F, 7.5%, 11/15/17                                 32,169
   98,667    FHLMC 1201C, 6.5%, 12/15/19                                 97,607
  237,701    FHLMC 91 Series 188 Class F, 7.50%, 5/15/20                236,410
  126,403    FNMA Series 1991 Class E, 8.50%, 4/25/05                   127,668
  155,000    FNMA 1991 - 75L CMO, 9.00%, 6/25/01                        157,795
  221,229    GE Cap Mtge. Serv. 1994-1 A1, 5.70%, 1/25/24               211,161
  222,257    Housing Securities, Inc 1993-E E-14, Zero Coupon,          145,283
                 9/25/08, 10.33%*                               
  187,755    Housing Securities, Inc., 1993-C C3, Zero Coupon,          126,588
                 5/25/08, 9.24%*                                
  142,599    Morgan Stanley Class E 3, 8.00%, 7/20/17                   143,027
  100,000    Prudential Home Mort Securities, 1992-6 Class A3,           98,270
                 7.0%, 4/25/99                                   
  164,500    Prudential Home Mortgage Securities, 7.50%, 5/25/22        163,283
                                                                 _______________
                                                                      2,021,172
                                                                 _______________

FHLMC Mortgage-Backed Pools (1.65%)
  129,982    FHLMC #C00126, 8.5%, 6/1/22                                131,350
                                                                 _______________

GNMA Mortgage-Backed Pools (12.96%)
  322,402    GNMA #315929, 9.0%, 6/15/22                                332,479
  341,861    GNMA #341681, 8.5%, 1/15/23                                346,483
  368,856    GNMA #354189, 7.5%, 5/1/23                                 357,248
                                                                 _______________
                                                                      1,036,210
                                                                 _______________
             Total Mortgage-Backed Securities
             (Cost $3,214,070)                                        3,188,732
                                                                 _______________

*Interest rate discount for 0 coupon bond equates yield at date of purchase.
See notes to financial statements.
<PAGE>



                            CAPITAL VALUE FUND, INC.
                         Fixed Income Portfolio (cont.)
                            Schedule of Investments
                                 March 31, 1995

    Share/
  Par Value  Description                                                Value

CASH EQUIVALENTS (0.35%)
   28,126    Norwest Cash Investment Fund 5.74% (cost $28,126)   $       28,126
                                                                 _______________

             TOTAL INVESTMENTS IN SECURITIES (99.28%)
             (Cost $8,134,293)                                        7,935,444

             Other Assets & Liabilities (0.72%)                          57,311
                                                                 _______________
             NET ASSETS 100.0%                                   $    7,992,755
                                                                 ===============
























Based on the cost of  investments  of $8,134,293 for federal income tax purposes
at March 31, 1995, the aggregate gross unrealized  appreciation was $67,233, the
aggregate  gross  unrealized  depreciation  was $266,082 and the net  unrealized
depreciation was $198,849.

See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                        Short-Term Government Portfolio
                            Schedule of Investments
                                 March 31, 1995

   Share/
  Par Value  Description                                                Value

U.S. GOVERNMENT SECURITIES (51.21%)
Government Agencies (48.72%)
  200,000    FHLB, 4.53%, 4/5/96                                 $      195,392
  600,000    FHLMC, 6.19%, 3/23/99                                      575,970
  250,000    FHLMC, 7.685%, 3/2/00                                      250,317
  450,000    FNMA, 8.15%, 5/11/98                                       462,533
  200,000    FNMA, 8.20%, 3/10/98                                       205,776
  105,000    SLMA Floater, 6.17%, 3/20/96 *                             105,336
  100,000    SLMA Floater, 6.22%, 1/23/97 *                             100,397
   50,000    SLMA Floater, 6.00%, 5/14/96 *                              49,999
                                                                 _______________
                                                                      1,945,720
                                                                 _______________

U.S. Treasury Notes (1.25%)
   50,000    U.S. T-Note, 7.25%, 5/15/04                                 50,029
                                                                 _______________

U..S. Treasury Bills (1.24%)
   50,000    FFCB DN, 5/22/95                                            49,570
                                                                 _______________

             Total U.S. Government Securities
             (Cost $2,075,210)                                        2,045,319
                                                                 _______________

CORPORATE BONDS (9.74%)
   75,000    Chrysler Finl. Corp., 8.125%, 12/15/96                      76,031
  100,000    CWE, 9.125%, 1/15/14                                       105,003
  100,000    Metro Finl., 8.25%, 10/1/99                                100,708
  100,000    North St, 9.375%, 6/1/20                                   107,250
                                                                 _______________
             
             Total Corporate Bonds
             (Cost $387,853)                                            388,992
                                                                 _______________


*Denotes a floating rate investment with interest rate as of March 31, 1995.

See notes to financial statements.
<PAGE>
                            CAPITAL VALUE FUND, INC.
                    Short-Term Government Portfolio (cont.)
                            Schedule of Investments
                                 March 31, 1995

    Share/
  Par Value  Description                                                Value

COLLATERALIZED MORTGAGE OBLIGATIONS (32.94%)
  175,000    FHLMC 1250F, 7.0%, 4/15/19                                 170,783
   36,047    FHLMC 1334-C, 6.50%, 8/15/02                                35,966
   89,692    FNMA G-20 E CMO, 8.90%, 6/25/19                             89,480
  150,000    FNMA 1990-104 G CMO, 9.0%, 5/25/03                         152,786
  325,000    FNMA 1991-126 B, 8.00%, 9/25/98                            326,349
  150,000    FNMA 1991-137 G, 8.30%, 6/25/20                            150,720
  166,779    Housing Securities 1992-EA A6, Zero Coupon,                112,477 
                 10/25/07, 9.13% 
  280,293    Housing Securities 92-EB B1A, 6.75%, 05/25/20              276,944
                                                                 _______________

             Total Collateralized Mortgage Obligations
             (Cost $1,340,634)                                        1,315,505
                                                                 _______________

ASSET-BACKED SECURITIES (4.63%)
  187,491    NARGT 1992-B A, 4.3%, 9/15/97                              184,708
                                                                 _______________

             Total Asset-Backed Securities
             (Cost $184,562)                                            184,708
                                                                 _______________

CASH EQUIVALENTS (1.05%)
   41,727    Norwest U.S. Government Fund, 5.62%                         41,739
                                                                 _______________

             Total Cash Equivalents
             (Cost $41,739)                                              41,739
                                                                 _______________

             TOTAL INVESTMENTS IN SECURITIES (99.57%)
             (Cost $4,029,998)                                        3,976,263

             Other Assets & Liabilities (0.43%)                          17,080
                                                                 _______________
             NET ASSETS 100.0%                                   $    3,993,343
                                                                 ===============

Based on the cost of investment of $4,029,998 for federal income tax purposes at
March  31,  1995,  the  aggregate  gross unrealized appreciation was $6,654, the
aggregate  gross  unrealized  depreciation  was  $60,389  and the net unrealized
depreciation was $53,735.

*Interest rate discount for 0 coupon bond equates yield at date of purchase.

See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                          Prime Money Market Portfolio
                            Schedule of Investments
                                 March 31, 1995

    Share/
  Par Value  Description                                                Value

U.S. GOVERNMENT SECURITIES (12.65%)
Government Agencies (8.16%)
  200,000    Federal Home Loan Bank, 6.04%, 4/25/95              $      200,080
  250,000    SLMA Floater, 6.42%, 4/17/95*                              250,049
                                                                 _______________
                                                                        450,129
                                                                 _______________

U.S. Treasury Bills (4.49%)
  250,000    FNMA Discount, 5/12/95                                     248,220
                                                                 _______________

             Total Government Securities
             (Cost $698,349)                                            698,349
                                                                 _______________

CORPORATE BONDS (19.85%)
  250,000    Assoc. Corp. of N. America, 6.375%, 4/15/95                250,053
  100,000    International Lease Fin., 8.20%, 4/15/95                   100,069
  175,000    Pepsico Inc., 5.625%, 7/1/95                               174,827
  200,000    Transamerica Fin, 8.30%, 5/1/95                            200,452
  170,000    Waste Management, 4.875%, 7/1/95                           169,736
  200,000    Xerox Corporation, 8.75%, 11/1/95                          201,121
                                                                 _______________

             Total Corporate Bonds
             (Cost $1,096,258)                                        1,096,258
                                                                 _______________

MUNICIPAL BONDS (4.47%)
  245,000    Moore, OK Pub Works Auth., 9.20%, 8/1/95                   247,079
                                                                 _______________

             Total Municipal Bonds
             (Cost $247,079)                                            247,079
                                                                 _______________



*Denotes  a  floating  rate  investment with interest rate as of March 31, 1995,
based on 3-Month T-Bill.

See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.

                      Prime Money Market Portfolio (cont.)
                            Schedule of Investments
                                 March 31, 1995

    Share/
  Par Value  Description                                                Value

MORTGAGE-BACKED SECURITIES (12.08%)
Collateralized Mortgage Obligations (12.08%)
  671,154    FHR 1507 J, 4.0%, 8/15/95                           $      666,998
                                                                 _______________

             Total Mortgage-Backed Securities
             (Cost $666,998)                                            666,998
                                                                 _______________

CASH EQUIVALENTS (50.71%)
 2,800,538   Cantor Fitzgerald Repo, 7.05%, 04/03/95**
             (Cost $2,800,538)                                        2,800,538
                                                                 _______________

             TOTAL INVESTMENTS IN SECURITIES (99.76%)
             (Cost $5,509,222)                                        5,509,222

              Other Assets and Liabilities (0.24%)                       13,146
                                                                 _______________
              NET ASSETS 100.0%                                  $    5,522,368
                                                                 ===============










** The  market  value  of the security collateralizing this repurchase agreement
(including accrued interest)  is in excess of 102% of the resale price, and will
not  be  less  than 100% of the resale price over the term of the agreement.  At
March 31, 1995, the repurchase agreement was collateralized by a mortgage-backed
security with a market value 04 $2,925,533.

See notes to financial statements.
<PAGE>
<TABLE>
                                                      CAPITAL VALUE FUND, INC.
                                                 Statements of Assets and Liabilities
                                                            March 31, 1995
<CAPTION>
                                                                  Total             Fixed         Short-Term       Prime Money
                                                 Equity           Return            Income        Government          Market
                                                Portfolio        Portfolio        Portfolio       Portfolio         Portfolio
<S>                                           <C>              <C>              <C>              <C>            <C>
Assets:
Investment in Securities
   at Value (Cost $16,787,840;
   $17,719,971; $8,134,293;
   $4,029,998 and $5,509,222
    respectively) .........................   $ 17,677,386     $ 17,927,369     $  7,935,444     $  3,976,263    $  5,509,222
Dividends & Interest Receivable ...........         68,018          168,332          114,346           41,523          44,950
                                              --------------------------------------------------------------------------------
Total Assets ..............................     17,745,404       18,095,701        8,049,790        4,017,786       5,554,172
                                              --------------------------------------------------------------------------------
Liabilities:
Income Distribution Payable ...............        120,738          221,195           47,024           19,942          24,789
Investment Securities Purchased ...........           --            138,465             --               --              --
Accrued Operating Expenses
   and Other Liabilities ..................         24,590           24,907           10,011            4,501           7,015
                                              --------------------------------------------------------------------------------
Total Liabilities .........................        145,328          384,567           57,035           24,443          31,804
                                              --------------------------------------------------------------------------------
Net Assets ................................   $ 17,600,076     $ 17,711,134     $  7,992,755     $  3,993,343    $  5,522,368
                                              ================================================================================
Analysis of Net Assets
Excess of amounts received from
   issuance of shares over
   amounts paid on
   redemptions of shares ..................     16,856,477       17,768,332        8,262,920        4,075,394       5,522,368
Undistributed net realized loss ...........       (147,703)        (268,976)         (71,773)         (28,741)           --
Unrealized appreciation
   (depreciation) .........................        889,546          207,398         (198,849)         (53,735)           --
Undistributed net investment
   income .................................          1,756            4,380              457              425            --
                                              --------------------------------------------------------------------------------
Net assets applicable to shares
   outstanding ............................   $ 17,600,076     $ 17,711,134     $  7,992,755     $  3,993,343    $  5,522,368
                                              ================================================================================
Pricing of Initial Shares
Net assets applicable to
   Initial Shares outstanding .............   $  4,393,338     $  3,727,846     $  1,289,091     $    212,334
                                              ================================================================================
Shares outstanding,
   $ .001 par value* ......................        413,891          368,631          133,536           22,005
                                              ================================================================================
Net asset value, offering price
   and redemption price
   (subject to contingent
   deferred sales charge) per
   Initial Shares .........................   $     10.615     $     10.113     $      9.654    $      9.649
                                              ================================================================================
 Pricing of Select Shares
 Net assets applicable to
      Select Shares outstanding ............   $ 13,206,738    $ 13,983,288     $  6,703,664     $  3,781,009    $  5,522,368
                                              ================================================================================
 Shares outstanding,
      $ .001 par value* ....................      1,245,571       1,407,889          700,806          386,775       5,522,368
                                              ================================================================================
 Net asset value, offering price
      and redemption price
          per Select Shares  ...............  $      10.603    $      9.932     $      9.566     $      9.776    $      1.000
                                             =================================================================================

<FN>
 *Shares outstanding reflect rounding to the nearest whole share.
 See notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
                                                        CAPITAL VALUE FUND, INC.
                                                        Statements of Operations
                                                    For the Year Ended March 31, 1995
<CAPTION>
                                                                     Total            Fixed         Short-Term    Prime Money
                                                   Equity           Return           Income         Government        Market
                                                  Portfolio        Portfolio        Portfolio       Portfolio       Portfolio
<S>                                           <C>              <C>              <C>              <C>            <C>            
 Income:
      Interest Income ......................  $     36,525     $    542,272     $    495,680     $    238,801    $    277,532
      Dividend Income ......................       504,744          299,011           11,170              916            --
                                               -------------------------------------------------------------------------------
 Total Income ..............................       541,269          841,283          506,850          239,717         277,532

 Expenses:
      Advisory Fees-CVC ....................        14,323           15,552            7,030           16,528           2,757
      Sub-Advisory Fees-IMG ................        61,588           66,873           30,232            3,843          12,679
      Administration Fee ...................        35,807           38,880           17,577            9,610          13,780
      Distribution Fee .....................        13,190           11,830            3,286            1,072            --
      Fund Accounting/Custody Fee ..........        21,483           23,328            7,030            3,844           5,512
      Transfer Agent Fee ...................         7,161            7,776            3,515            1,922           2,756
      Other Expenses .......................        12,785           13,693            6,170            3,356           4,825
                                              --------------------------------------------------------------------------------
 Total Expenses ............................       166,337          177,932           74,840           40,175          42,309
                                              --------------------------------------------------------------------------------
 Net Investment Income .....................       374,932          663,351          432,010          199,542         235,223
                                              --------------------------------------------------------------------------------
 Net Realized and Unrealized Gain
      (Loss) on Investments
      Net Realized Gain (Loss) on
        Investments ........................       218,270          (41,836)         (71,440)         (28,828)           (289)
      Net Change in Unrealized
        Depreciation .......................       923,101          480,336           28,322           (8,202)           --
                                              --------------------------------------------------------------------------------
 Net Gain (Loss) on Investments ............     1,141,371          438,500          (43,118)         (37,030)           (289)
                                              --------------------------------------------------------------------------------
 Net Increase in Net Assets
          from Operations ..................  $  1,516,303     $  1,101,851     $    388,892     $    162,512    $    234,934
                                              ================================================================================
<FN>
 See notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
                                                       Capital Value Fund, Inc.
                                                  Statements of Changes in Net Assets
                                             For the Periods Ended March 31, 1995 and 1994
<CAPTION>
                                                                                                            Total
                                                               Equity                                      Return
                                                              Portfolio                                   Portfolio
                                                       1995               1994*                   1995                  1994*
<S>                                            <C>                <C>                     <C>                 <C>
Operations:
   Net Investment Income                       $      374,932     $     137,584           $      663,351       $       269,118
   Net Realized Gain (Loss) on Investments            218,270           217,946                  (41,836)              208,606
   Net Change in Unrealized Depreciation              923,101           (33,554)                 480,336              (272,938)
                                               --------------------------------------------------------------------------------
   Increase in Net Assets from Operations           1,516,303           321,976                1,101,851               204,786
                                               --------------------------------------------------------------------------------
   Distributions:
   Dividend Distributions Paid
      Initial Shares                                   63,948             2,146                   95,506                 6,355
      Select Shares                                   309,894           134,772                  565,168               261,060
   Capital Gain Distribution Paid
      Initial Shares                                  106,426               454                   66,102                   144
      Select Shares                                   451,896            25,143                  335,698                33,802
                                               --------------------------------------------------------------------------------
   Total Distributions                                932,164           162,515                1,062,474               301,361
                                               --------------------------------------------------------------------------------
   Capital Share Transactions
   Sales-             Initial Shares                4,288,941           409,566                1,818,665             1,331,211
                      Select Shares                 2,630,529        10,403,486                2,905,801            12,436,696
   Reinvestments-     Initial Shares                  145,431             1,469                  125,084                   629
                      Select Shares                   714,632           112,410                  803,554               209,853
   Net Exchanges-     Initial Shares                  844,253             1,362                1,322,062                 6,611
                      Select Shares                  (797,490)           10,626               (1,595,405)                 (598)
   Redemptions-       Initial Shares               (1,417,420)          (14,940)                (683,287)             (210,491)
                      Select Shares                  (382,736)         (113,643)                (564,823)             (157,230)
                                               -------------------------------------------------------------------------------- 
  Increase in Net Assets from
   Capital Shares Transactions                      6,026,140        10,810,336                4,131,651            13,616,681
                                               --------------------------------------------------------------------------------
   Total Increase in Net Assets                     6,610,279        10,969,797                4,171,028            13,520,106

   Net Assets:
      Beginning of Period                          10,989,797            20,000               13,540,106                20,000
                                               --------------------------------------------------------------------------------
      End of Period                            $   17,600,076     $  10,989,797           $   17,711,134       $    13,540,106
                                               ================================================================================
Undistributed net investment
   income at end of period                     $        1,756     $         666           $        4,380       $         1,703
                                               ================================================================================

<FN>
* From inception of the Fund May 20, 1993.
See notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
                                                       Capital Value Fund, Inc.
                                              Statements of Changes in Net Assets (cont.)
                                             For the Periods Ended March 31, 1995 and 1994
<CAPTION>
                                                               Fixed                                     Short-Term
                                                               Income                                    Government
                                                              Portfolio                                   Portfolio
                                                       1995               1994*                   1995                  1994*
<S>                                            <C>                <C>                     <C>                  <C>
Operations:
    Net Investment Income                      $      432,010     $     259,617           $      199,542       $       105,485
    Net Realized Gain (Loss) on Investments           (71,440)           38,589                  (28,828)                7,655
    Net Change in Unrealized Depreciation              28,322          (227,172)                  (8,202)              (45,532)
                                               --------------------------------------------------------------------------------
    Increase in Net Assets from Operations            388,892            71,034                  162,512                67,608
                                               --------------------------------------------------------------------------------

    Distributions:
    Dividend Distributions Paid
       Initial Shares                                  42,033             2,270                   10,616                   803
       Select Shares                                  390,180           256,687                  188,842               104,341
    Capital Gain Distribution Paid
       Initial Shares                                     871               264                      329                    61
       Select Shares                                    6,814            30,973                    3,755                 3,429
                                               --------------------------------------------------------------------------------
    Total Distributions                               439,898           290,194                  203,542               108,634
                                               --------------------------------------------------------------------------------

    Capital Share Transactions
    Sales-            Initial Shares                1,165,760           183,792                   27,962               104,141
                      Select Shares                   338,704         6,194,298                  175,604             3,674,195
    Reinvestments-    Initial Shares                   36,456             1,917                   10,154                   698
                      Select Shares                   383,560           261,135                  180,692                94,563
    Net Exchanges-    Initial Shares                  255,292             9,425                  186,715               (17,398)
                      Select Shares                  (178,506)               22                      (53)                    0
    Redemptions-      Initial Shares                 (367,262)           (6,612)                 (72,366)              (23,918)
                      Select Shares                   (32,308)           (2,752)                 (66,826)             (218,764)
                                               --------------------------------------------------------------------------------
    Increase in Net Assets from
    Capital Shares Transactions                     1,601,696         6,641,225                  441,882             3,613,517
                                               --------------------------------------------------------------------------------
    Total Increase in Net Assets                    1,550,690         6,422,065                  400,852             3,572,491

    Net Assets:
       Beginning of Period                          6,442,065            20,000                3,592,491                20,000
                                               --------------------------------------------------------------------------------
       End of Period                           $    7,992,755     $   6,442,065           $    3,993,343       $     3,592,491
                                               ================================================================================
Undistributed net investment
income at end of period                        $          458     $         660           $          425       $           341
                                               ================================================================================

<FN>
* From inception of the Fund May 20, 1993.
See notes to financial statements.
</FN>
</TABLE>
<PAGE>

                            Capital Value Fund, Inc.
                  Statements of Changes in Net Assets (cont.)
                 For the Periods Ended March 31, 1995 and 1994

                                                          Prime Money
                                                             Market
                                                           Portfolio
                                                     1995              1994*
 Operations
     Net Investment Income                     $   235,223       $   109,797
     Net Realized Gain (Loss) on Investments         (289)               888
     Net Change in Unrealized Depreciation             --                 --
                                               ------------------------------
     Increase in Net Assets from Operations        234,934           110,685
                                               ------------------------------

     Distributions:
     Dividend Distributions Paid
        Initial Shares                                --                 --
        Select Shares                              234,934           109,797
     Capital Gain Distribution Paid
        Initial Shares                                --                 --
        Select Shares                                 --                 888
                                               ------------------------------
     Total Distributions                           234,934           110,685
                                               ------------------------------

     Capital Share Transactions
     Sales-           Initial Shares                  --                 --
                      Select Shares              3,758,731         5,017,807
     Reinvestments-   Initial Shares                  --                 --
                      Select Shares                222,482            98,348
     Net Exchanges-   Initial Shares                  --                 --
                      Select Shares                (36,869)          (10,051)
     Redemptions-     Initial Shares                  --                 --
                      Select Shares             (3,543,249)           (4,831)
                                               ------------------------------
     Increase in Net Assets from
     Capital Shares Transactions                   401,095         5,101,273
                                               ------------------------------
     Total Increase in Net Assets                  401,095         5,101,273

     Net Assets:
        Beginning of Period                      5,121,273            20,000
                                               ------------------------------
        End of Period                          $ 5,522,368       $ 5,121,273
                                               ==============================

<PAGE>
                            CAPITAL VALUE FUND, INC.
                         Notes to Financial Statements
                                 March 31, 1995


1.   Organization and Significant Accounting Policies

     Capital Value Fund, Inc. (the Fund) was incorporated on October 7, 1992 and
     capitalized  on May 6, 1993.  The Fund is registered  under the  Investment
     Company  Act of 1940 (the 1940 Act) as a  diversified  open-end  management
     investment  company  issuing  its  shares  in  five  series,   each  series
     representing a diversified  portfolio with distinct  investment  objectives
     and  policies.  The shares of each  portfolio,  except  Prime Money  Market
     Portfolio,  are divided into Initial Shares and Select Shares.  The Initial
     Shares of a portfolio  may be  purchased  directly  and may be subject to a
     CDSC charge if redeemed with in six years. Select Shares are only available
     through conversion of Initial Shares after eight years,  except for limited
     direct sales as defined in the  prospectus.  Each class of shares has equal
     rights as to earnings,  assets and voting privileges except that each class
     bears different distribution  expenses.  Each class of shares has exclusive
     voting rights with respect to matters that effect just that class.  Income,
     expenses  (other  than  expenses  attributable  to a  specific  class)  and
     realized and  unrealized  gains or losses on  investments  are allocated to
     each class of shares based upon its relative net assets.

     Security Valuation

     Equity  securities  are  valued  at the last  sales  price on the  national
     securities  exchange.  Fixed Income  securities  are valued on the basis of
     valuations  furnished by a pricing  service that utilizes  electronic  data
     processing  techniques  to determine  valuations  for normal  institutional
     sized trading units of Fixed Income  securities  without  regard to sale or
     bid prices when such valuations are believed to more accurately reflect the
     fair market value of such institutional  securities.  Otherwise sale or bid
     prices are used. Any securities or other assets for which market quotations
     are not readily  available  are valued at fair value as  determined  by the
     Portfolio Manager. Fixed Income securities in a portfolio having maturities
     of 60 days or less are valued by the amortized cost method.

     The Fund seeks to  maintain a $1.00 per share net asset value for the Prime
     Money  Market  Portfolio  and  has  adopted  certain  investment  portfolio
     valuation and dividend and distribution policies to enable it to do so.

     Security Transactions

     Security  transactions  are recorded on a trade date basis.  Realized gains
     and losses are determined on an identified cost basis.

     Investment Income

     Interest  income is recorded  on an accrual  basis and  dividend  income is
     recorded on the ex-dividend date.  Original issue discounts and premiums on
     securities purchased are amortized over the expected life of the respective
     securities.

     Distribution of Income and Gains

     Any  dividends  from the net  income of the  Fixed  Income  and  Short-Term
     Government  Portfolios will be distributed  monthly,  and any dividend from
     the  net  income  of  the  Equity  and  Total  Return  Portfolios  will  be
     distributed quarterly.  The Prime Money Market Portfolio declares daily and
     pays monthly dividends from net investment income. Any net realized capital
     gains will be distributed annually,  after using any available capital loss
     carry-over.

     Federal Taxes

     The  Fund's  policy  is to comply  with the  requirements  of the  Internal
     Revenue Code applicable to regulated investment companies and to distribute
     its income to shareholders  in amounts that will avoid or minimize  federal
     income or  excise  taxes  for the  funds.  Net  investment  income  and net
     realized  gains  (losses) for the funds may differ for financial  statement
     and tax purposes.  The character of distributions made during the year from
     net investment  income or net realized gains may differ from their ultimate
     characterization  for federal income tax purposes.  Also, due to the timing
     of dividend distributions, the fiscal year in which amounts are distributed
     may differ from the year that the income or realized  gains  (losses)  were
     recorded by the funds.  For federal income tax purposes,  the Total Return,
     Fixed  Income and  Short-Term  Government  Portfolios  have a capital  loss
     carryover  at March 31, 1995 of $41,836,  $71,440 and $28,828  respectively
     all expiring in 2003 and 2004 if not offset by subsequent capital gains. It
     is unlikely the Board of Directors will authorize a distribution of any net
     realized capital gains until the available  capital loss carryover has been
     offset or expires.


2.   Transactions with Affiliates

     Fees and Expenses


     The Fund has entered into an  investment  advisory  agreement  with Capital
     Value  Corporation,  (the  Advisor),  which,  in turn,  has entered  into a
     sub-advisory  agreement with Investors Management Group, (the Sub-Advisor),
     for  management  of each  portfolio's  assets.  The  annual  fees  for such
     services  are 0.53  percent of the average  daily net assets of the Equity,
     Total Return, Fixed Income, and Short-Term  Government  Portfolios and 0.28
     percent  of the  average  daily  net  assets  of  the  Prime  Money  Market
     Portfolio.

     The Fund will also pay the  Sub-Advisor  annually  the lesser of $24,000 or
     0.15  percent  of the  average  daily net  assets of each of the Equity and
     Total Return  Portfolios or 0.10 percent of the average daily net assets of
     each of the Fixed  Income and  Short-Term  Government  Portfolios  for fund
     accounting services. The annual fee for the Prime Money Market Portfolio is
     the  lesser of  $18,000  or 0.10  percent  of the  daily net  assets of the
     portfolio.  This fee is for fund  accounting  and custodial  services.  The
     Sub-Advisor  will also be paid  annually  0.05 percent of the average daily
     net  assets  of each  portfolio  for  services  of  Transfer  and  Dividend
     Disbursing Agent.

     The Fund has also entered into an  administrative  services  agreement with
     the Advisor to provide certain  information and administrative  services to
     the Fund.  The annual fees for such services are not to exceed 0.25 percent
     of average daily net assets of the portfolios of the Fund.

     In  addition,  the Fund is  responsible  for paying  most  other  operating
     expenses including outside directors' fees and expenses; registration fees;
     printing and shareholder reports; legal, auditing, and accounting services;
     insurance; interest; and other miscellaneous expenses.

     Distribution Plan

     The Fund has entered into a distribution agreement,  pursuant to Rule 12b-1
     under the 1940 Act, with IMG Financial  Services,  Inc., (the Distributor),
     for the marketing and  distribution  of the Initial Shares of the Fund. The
     fees for such  services are 0.50 percent of the average daily net assets of
     the Initial Shares class of each  portfolio,  except the Prime Money Market
     Portfolio for which the Distributor receives no fees.

     Related Shareholders

     IASD Health  Services Corp.,  IASD Health  Services  Savings and Investment
     Plan and Investors  Management  Group 401K/ESOP and Money Purchase Plan are
     all  shareholders  of the Fund as of March 31, 1995. A breakdown of each of
     their holdings is listed below.

                                                                        Shares
     IASD Health Services Corp.
         Equity Portfolio                                              653,774
         Total Return Portfolio                                      1,102,814
         Fixed Income Portfolio                                        670,481
         Short-Term Government                                         328,900
         Prime Money Market Portfolio                                5,352,205

     IASD Health Services Savings and Investment Plan
         Equity Portfolio                                              509,364
         Total Return Portfolio                                        287,795
         Fixed Income Portfolio                                         19,086
         Short-Term Government Portfolio                                45,885

     IMG 401(k)/ESOP and Money Purchase Plan
         Equity Portfolio                                               59,677
         Total Return Portfolio                                          9,328
         Fixed Income Portfolio                                          3,328

3.   Investment Transactions

     Investment  transactions,  excluding  short-term  transactions  (except for
     Prime Money Market  Portfolio),  for the year ended March 31, 1995,  are as
     follows (in thousands):

                                                Fixed  Short-Term    Prime
                       Equity   Total Return   Income  Government  Money Market
                      Portfolio   Portfolio  Portfolio  Portfolio   Portfolio
Purchases           $15,782,057  14,677,800  5,787,060  3,997,431  590,992,462
Proceeds from sales  $7,698,480  10,234,800  3,749,557  3,255,723  590,574,564


4.   Capital Transactions

     Contingent Deferred Sales Charge

     The Fund may impose a contingent deferred sales charge against the original
     purchase price of all Initial Shares except those acquired by  reinvestment
     of dividends.  There is no charge upon redemption of any share appreciation
     or  reinvested  dividends on Initial  Shares,  or  redemption of any Select
     Shares. The charge is computed at the following rates and is applied to the
     value of the shares redeemed excluding amounts not subject to the charge:

     For  Equity,  Total  Return,  Fixed  Income,  and  Short-Term   Government,
     contingent  deferred  sales  charges of $5,854,  $3,002,  $1,253 and $2,284
     respectfully,  were collected by the  distributor  for the year ended March
     31, 1995.  During the period May 20, 1993 (Date of  Inception) to March 31,
     1994, no contingent deferred sales charges were collected.

4.   Capital Transactions, con't

     Share Activity

     The following tables summarize the activity in each class of capital shares
of the Portfolios:
<TABLE>

<CAPTION>
                                                                                                                Short-Term
                                      Equity                  Total Return             Fixed Income             Government
                                     Portfolio                  Portfolio                Portfolio               Portfolio
Initial Shares
- --------------                                                                                                               
For the period ended
March 31, 1995 and 1994          1995          1994        1995         1994         1995         1994       1995       1994
                               -----------------------------------------------------------------------------------------------
<S>                            <C>            <C>         <C>          <C>         <C>           <C>        <C>        <C>
Shares sold                     417,064       38,888      185,100      126,501     123,030       18,121      2,891     10,488
Shares issued in reinvestment
   of dividends                  14,429           48       12,726           26       3,793          154      1,051         64
Shares exchanged                 81,956          163      131,778          638      26,548          921     19,262     (1,746)
Shares redeemed                (137,271)      (1,386)     (67,692)     (20,444)    (38,373)        (658)    (7,594)    (2,411)
Net increase from              -----------------------------------------------------------------------------------------------
   capital share transactions   376,178       37,713      261,912      106,721     114,998       18,538     15,610      6,395
                               ===============================================================================================

<CAPTION>
                                                                                               Short-Term             Prime
                                     Equity            Total Return        Fixed Income        Government          Money Market
                                    Portfolio            Portfolio           Portfolio         Portfolio            Portfolio
Select Shares
- ------------- 
For the period ended
March 31, 1995 and 1994          1995      1994       1995      1994      1995      1994    1995     1994        1995        1994
                               ----------------------------------------------------------------------------------------------------
<S>                            <C>      <C>        <C>       <C>        <C>       <C>      <C>     <C>       <C>         <C>
Shares sold                    256,010  1,029,488   294,364  1,242,805   35,704   619,200  18,016  367,388    3,758,731  5,017,807
Shares issued in reinvestment
  of dividends                  71,158     10,883    82,943     20,707   40,567    25,706  18,551    9,418      222,482     98,348
Shares exchanged               (77,664)       993  (161,076)       (58) (18,690)        2      (5)       0      (36,869)   (10,051)
Shares redeemed                (36,651)   (10,645)  (58,472)   (15,322)  (3,404)     (279) (6,852) (21,741)  (3,543,249)    (4,831)
                               ----------------------------------------------------------------------------------------------------
Net increase (decrease) from
  capital share transactions   212,853  1,030,719   157,758  1,248,132   54,177   644,629  29,710  355,065      401,095  5,101,273
                               ====================================================================================================

</TABLE>
<TABLE>
                                                       Capital Value Fund, Inc.
                                                         Financial Highlights
                                          For the Period April 1, 1994 to March 31, 1995


The following presents information relating to an Initial Share of Capital Stock of the Fund outstanding for the entire period.
<CAPTION>
                                                                  Total                      Fixed                Short-Term
                                          Equity                  Return                    Income                Government
                                         Portfolio               Portfolio                Portfolio               Portfolio
                                      1995        1994*       1995        1994*        1995       1994*       1995       1994*
<S>                              <C>         <C>         <C>         <C>         <C>         <C>          <C>        <C>
Net Asset Value,
  Beginning of Period            $   10.280  $    0.000  $   10.131  $    0.000  $    9.769  $    0.000   $   9.765  $   0.000
  Shares Issued**                     0.000      10.000       0.000      10.000       0.000      10.000       0.000     10.000
                                 ----------------------------------------------------------------------------------------------
                                     10.280      10.000      10.131      10.000       9.769      10.000       9.765     10.000
                                 ----------------------------------------------------------------------------------------------
  Net Investment Income               0.227       0.067       0.364       0.129       0.534       0.323       0.452      0.211
  Net Realized and Unrealized
    Gains on Investments              0.758       0.353       0.233       0.223      (0.092)     (0.131)     (0.098)    (0.248)
                                 ----------------------------------------------------------------------------------------------
Total from Investment Operations      0.985       0.420       0.597       0.352       0.442       0.192       0.354     (0.307)
                                 ----------------------------------------------------------------------------------------------

Less:
  Distributions from
    Net Investment Income             0.234       0.113       0.364       0.192       0.547       0.373       0.460      0.188
  Distributions from
    Net Realized Gains                0.416       0.027       0.251       0.029       0.010       0.050       0.010      0.010
                                 ----------------------------------------------------------------------------------------------
Total Distributions                   0.650       0.140       0.615       0.221       0.557       0.423       0.470      0.198
                                 ----------------------------------------------------------------------------------------------

Net Asset Value,
  End of Period                  $   10.615  $   10.280  $   10.113  $   10.131  $    9.654  $    9.769   $   9.649  $   9.765
                                 ==============================================================================================

Total Return                          9.78%       3.59%       6.16%       2.72%       4.59%       1.23%       3.73%     -0.10%
Net Assets, End of Period        $4,393,338  $  387,682  $3,727,846  $1,081,193  $1,289,091  $  181,094  $  212,334  $  62,450
Ratio of Expenses to
  Average Net Assets                  1.57%       1.52%       1.57%       1.52%       1.52%       1.47%       1.52%      1.48%
Ratio of Net Investment Income
  to Average Net Assets               2.31%       1.28%       4.04%       2.25%       6.10%       4.21%       4.87%      3.50%
Portfolio Turnover Rate              55.19%      12.52%      67.00%      38.74%      60.36%      70.83%      79.19%     69.79%

<FN>
*From inception of the Fund May 20, 1993.
**First purchases of initial shares occurred subsequent to May 20, 1993.
Note for all  Portfolios:  Ratios have been  determined on an annualized  basis.  Total  return is not  annualized  for periods
less than a full year and does not reflect the effect of any deferred sales charges.
See notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
                                                       Capital Value Fund, Inc.
                                                     Financial Highlights (cont.)
                                          For the Period April 1, 1994 to March 31, 1995

The following presents information relating to a Select Share of Capital Stock of the Fund outstanding for the entire period.
<CAPTION>
                                                                                 Total                       Fixed
                                                        Equity                   Return                      Income
                                                      Portfolio                 Portfolio                  Portfolio
                                                  1995         1994*        1995         1994*         1995        1994*
<S>                                         <C>          <C>          <C>          <C>          <C>          <C>
Net Asset Value, Beginning of Period        $    10.266  $    10.000  $     9.966  $    10.000  $     9.682  $    10.000
                                            -----------------------------------------------------------------------------
  Net Investment Income                           0.271        0.146        0.418        0.225        0.580        0.414
  Net Realized and Unrealized
    Gains on Investments                          0.750        0.291        0.215       (0.007)      (0.109)      (0.269)
                                            -----------------------------------------------------------------------------
Total from Investment Operations                  1.021        0.437        0.633        0.218        0.471        0.145
                                            -----------------------------------------------------------------------------
Less
  Distributions from Net Investment Income        0.268        0.144        0.416        0.223        0.577        0.413
  Distributions from Net Realized Gains           0.416        0.027        0.251        0.029        0.010        0.050
                                            -----------------------------------------------------------------------------
Total Distributions                               0.684        0.171        0.667        0.252        0.587        0.463
                                            -----------------------------------------------------------------------------

Net Asset Value, End of Period              $    10.603  $    10.266  $     9.932  $     9.966  $     9.566  $     9.682
                                            =============================================================================

Total Return                                     10.31%        4.38%        6.69%        2.18%        5.12%        1.20%
Net Assets, End of Period                   $13,206,738  $10,602,115  $13,983,288  $12,458,913  $ 6,703,664  $ 6,260,971
Ratio of Expenses to Average Net Assets           1.07%        1.03%        1.07%        1.03%        1.02%        0.98%
Ratio of Net Investment Income
  to Average Net Assets                           2.68%        1.76%        4.30%        2.63%        6.14%        4.73%
Portfolio Turnover Rate                          55.19%       12.52%       67.00%       38.74%       60.36%       70.83%

<FN>
* From inception of the Fund May 20, 1993.
Note for all Portfolios:  Ratios have been determined on an annualized basis.  Total return is not annualized for periods less than
a full year and does not reflect the effect of any deferred sales charges.
See notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
                                                       Capital Value Fund, Inc.
                                                     Financial Highlights (cont.)
                                          For the Period April 1, 1994 to March 31, 1995

The following presents information relating to a Select Share of Capital Stock of the Fund outstanding for the entire period.
<CAPTION>
                                                        Short-Term                     Prime Money
                                                        Government                        Market
                                                        Portfolio                       Portfolio
                                                   1995           1994*            1995           1994*
<S>                                         <C>             <C>             <C>             <C>
Net Asset Value, Beginning of Period        $     9.886     $    10.000     $     1.000     $     1.000
                                            ------------------------------------------------------------ 
  Net Investment Income                           0.507           0.309           0.042           0.022
  Net Realized and Unrealized
    Gains on Investments                         (0.101)         (0.105)          0.000           0.000
                                            ------------------------------------------------------------
Total from Investment Operations                  0.406           0.204           0.042           0.022
                                            ------------------------------------------------------------
Less
  Distributions from Net Investment Income        0.506           0.308           0.042           0.022
  Distributions from Net Realized Gains           0.010           0.010           0.000           0.000
                                            ------------------------------------------------------------
Total Distributions                               0.516           0.318           0.042           0.022
                                            ------------------------------------------------------------

Net Asset Value, End of Period              $     9.776     $     9.886     $     1.000     $     1.000
                                            ============================================================

Total Return                                      4.25%           2.05%           4.20%           2.18%
Net Assets, End of Period                   $ 3,781,009     $ 3,530,041     $ 5,522,368     $ 5,121,273
Ratio of Expenses to Average Net Assets           1.02%           0.98%           0.77%           0.74%
Ratio of Net Investment Income
  to Average Net Assets                           5.21%           3.62%           4.27%           2.53%
Portfolio Turnover Rate                          79.19%          69.79%

<FN>
* From inception of the Fund May 20, 1993.
Note for all Portfolios:  Ratios have been determined on an annualized basis.  Total return is not annualized for periods less than
a full year and does not reflect the effect of any deferred sales charges.
See notes to financial statements.
</FN>
</TABLE>
<PAGE>

                          INDEPENDENT AUDITORS' REPORT



The Shareholders and Board of Directors
Capital Value Fund, Inc.:

We have  audited the  statements  for the year ended March 31, 1995 and the year
ended March 31,  1994 of assets and  liabilities,  including  the  schedules  of
investments  of the Equity  Portfolio,  Total  Return  Portfolio,  Fixed  Income
Portfolio, Short-Term Government Portfolio, and the Prime Money Market Portfolio
as of March 31, 1995 and the related  statements of operations for the year then
ended, and the statements of changes in net assets, and financial highlights for
the year ended  March 31,  1995 and the  period May 6, 1993 (date of  inception)
through March 31, 1994. These financial  statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements.
Investment securities held in custody were confirmed to us by the custodian.  As
to  securities  purchased  and sold but not  received or  delivered,  we request
confirmations  from brokers,  and where  replies are not received,  we carry out
other  appropriate  auditing   procedures.   An  audit  includes  assessing  the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Equity  Portfolio,  Total Return Portfolio,  Fixed Income Portfolio,  Short-Term
Government Portfolio, and the Prime Money Market Portfolio as of March 31, 1995,
and the results of their  operations for the year then ended, and the changes in
their net assets,  and the financial  highlights  for the periods  stated in the
first  paragraph  above,  in  conformity  with  generally  accepted   accounting
principles.




KPMG Peat Marwick LLP

Des Moines, Iowa
April 28, 1995



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