CAPITAL VALUE FUND INC
N-30D, 1996-05-24
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CAPITAL VALUE FUND, INC.
ANNUAL FINANCIAL REPORT
MARCH 31, 1996


EQUITY PORTFOLIO

TOTAL RETURN PORTFOLIO

FIXED INCOME PORTFOLIO

SHORT-TERM GOVERNMENT PORTFOLIO

PRIME MONEY MARKET PORTFOLIO
<PAGE>
May 1996



Dear Shareholders:

We are pleased to present the investment results for your Capital Value Fund for
the fiscal year ending, March 31, 1996. Nearing three years since inception (May
31, 1993),  we are pleased with both the  performance  of the five Capital Value
Fund Portfolios, and by the support shown by shareholders.  Combined Fund assets
reached $63 million on March 31, up from $53 million a year prior.

The last 12 months have been a period of above-average returns for the stock and
bond markets overall. The S&P 500 was up 32.10 percent over the period. The bond
market,  as measured by the Lehman Aggregate Index,  returned 10.78 percent over
the  period.  Shorter-term  bonds were up less  dramatically,  but also  offered
favorable returns.

The Portfolios performed competitively with the market indices,  particularly in
the first nine  months of the period.  Throughout  the  period,  our  investment
strategy  anticipated slowing economic growth, a virtual absence of inflationary
pressures,  and a  deceleration  in the rate of profit  growth.  The  Portfolios
benefited  from the  outlook  in  calendar  1995.  However,  fears  of  economic
expansion  during the first quarter hurt our relative  performance  in the first
quarter of 1996.

Looking  forward,  we are well  positioned for the slower growth,  low inflation
economic  environment,  which we continue to expect.  Our rationale is explained
very well in the portfolio managers' commentaries that follow this letter.

As always,  we thank you for  investing in the Capital  Value Fund.  Please call
1-800-798-1819 with any questions about the Fund or its performance.

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, 1996,  the Equity  Portfolio  generated
total  returns of 23.90  percent  and 24.52  percent  for the Initial and Select
shares,  respectively.  These  returns  fell short of the 32.10  percent  return
generated by the S&P 500 Composite  for the period and the 28.31 percent  return
produced  by the  average  equity  mutual  fund  tracked  by  Lipper  Analytical
Services.

The stock market has produced phenomenal gains over the last 16 months, with the
S&P 500 climbing  44.91  percent from its  December  1994 low through  March 31,
1996.  The market has been  propelled  by the  favorable  combination  of strong
growth in corporate  profits,  falling  long-term  interest rates, and a healthy
stream of money  flowing  into  stock  mutual  funds.  In  addition,  the market
benefited  in a  contrary  fashion  from the  lingering  bearishness  among many
investment  professionals  during the period; the stock market usually does best
when it must climb the proverbial "wall of worry".

Last year's report discussed the shift in the Equity Portfolio's sector emphasis
favoring  economically  defensive  and  interest-sensitive  areas  of the  stock
market,  including  consumer  nondurables  (household  products,  drug  and food
stocks),  utilities  and  financial  stocks.  Our  belief had been that fears of
inflationary  growth were  overdone and that the economy would cool off in 1995.
In particular, we argued that long-term interest rates were too high in relation
to underlying trends in inflation and economic growth and we therefore  expected
a  sharp  decline  in  long-term  interest  rates.  Based  on this  outlook,  we
maintained our emphasis on two sectors of the market. The first is what we would
characterize as "bond-like"  stocks.  These would include the shares of electric
utilities,  telecommunications companies and banks, which typically benefit from
declines  in  long-term   interest  rates.   The  second  area  of  emphasis  is
manufacturers of consumer nondurables,  such as foods and drugs, whose growth in
earnings is relatively  insensitive to swings in the economic cycle.  During the
last 12 months, we maintained  minimal exposure to the industrial capital goods,
technology, basic materials, and energy sectors.

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").  The shares of the Fund are
divided  into  "Initial  Shares" and "Select  Shares".  Generally,  only Initial
Shares of the  Porfolio  may be  purchased  directly  by certain  persons and in
certain   situtations.   (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  investors'  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.

The key elements of our investment  strategy  unfolded much as we had hoped over
the past year. Momentum in the U.S. economy cooled,  inflation remained in check
and long-term  interest rates fell to near their late 1993 lows before retracing
some of the decline in February and March.  The sharp  deceleration  in economic
growth  drove  investors  into  economically  defensive  areas  of  the  market,
benefiting many of the Equity  Portfolio's  holdings in the  pharmaceutical  and
food   industries.    Moreover,   the   high-yielding   shares   of   utilities,
telecommunications and finance companies benefited from the decline in long-term
interest rates before surrendering some of the gains late in the period.  Shares
of industrial and consumer cyclical  companies,  which we avoided throughout the
period,  lagged the market  averages  for most of the  period  before  staging a
rebound late in the first quarter.  The year witnessed the spectacular  rise and
fall of the  technology  sector,  with  the  shares  of many  semiconductor  and
software  companies  doubling and then halving during the course of the year. We
reduced our already underweighted position in technology groups during the third
quarter  of 1995.  The value of the  Treasury  bond  holdings  in the  portfolio
declined during the first quarter of 1996 as long-term  interest rates ratcheted
higher on the belief  that the economy was set to  accelerate.  Our  performance
shortfall,  relative to the S&P 500,  primarily  reflects the poor first quarter
performance  of the utilities and  telecommunications  stocks and the decline in
the value of the Treasury bond holdings.

Our sector  strategy has  undergone  little  change in the last several  months.
Recent  declines  in the  utilities  and  telecommunications  stocks have helped
reestablish  better value in these sectors and both industries should benefit if
our expectations of lower interest rates are realized. Regional banks also stand
to  benefit  from  lower  rates  and we  continue  to  overweight  them.  We are
maintaining  overweighted  positions in the health care and consumer nondurables
sectors on the belief  that  investors  will  assign  increasing  value to their
steady earnings streams as growth in the economy and corporate  profits weakens.
We believe it is dangerous to climb onto the  bandwagon now chasing the cyclical
stocks;  valuations  among the  cyclicals  appear  expensive and we believe that
profit growth in many cyclical  industries is vulnerable to further  slowdown in
coming  quarters.  Despite the steep decline in technology  shares over the last
several  months,  we think that  profit  estimates  for the sector are still too
optimistic and we therefore continue to underweight this area.

We made  earlier  mention of the three key  drivers of the  market's  tremendous
advance:  strong profit growth,  falling long-term interest rates and a flood of
new money into equity  mutual  funds.  While we believe it is  dangerous  to bet
against a  continuation  of this bull market in 1996, we are concerned  that the
first  two of these  three  supports  have  begun to  weaken at a time when most
measures of market  valuation are near historic  highs. We believe that as fears
of  slowing  growth in  corporate  profits  continue  to climb and as  long-term
interest rates resume their decline, investor interest should begin to flow back
toward the economically defensive and interest-sensitive  sectors, including the
consumer  nondurables,  utilities  and  financial  services  stocks.  The Equity
Portfolio remains positioned to capitalize on this rotation.



DOUGLAS R. RAMSEY                 JAMES W. PAULSEN, PH.D.
PORTFOLIO MANAGER                 PORTFOLIO MANAGER
<PAGE>

                      CAPITAL VALUE TOTAL RETURN PORTFOLIO

For the  12-month  period  ended  March 31,  1996,  the Total  Return  Portfolio
increased in value with Initial and Select  shares  achieving  total  returns of
17.12 percent and 17.70 percent respectively. For the same period, the benchmark
index,  which is  comprised of 50 percent of the S&P 500 Index and 50 percent of
the Lehman Aggregate Bond Index, generated a total return of 21.05 percent.

The stock  market has  outperformed  the bond market by a large margin over this
period:  32.10  percent  versus 10.78  percent.  The Portfolio has had a heavier
weighting to bonds with an asset  allocation  of 60 percent bonds and 40 percent
stocks. This is the primary reason for the underperformance of the Portfolio. In
addition, the conservative posture of the stock portion of the portfolio and the
longer  average  maturity  of  the  bond  portion  of  the  portfolio   hindered
performance in the last few months of this period.

Due to the recent large gains in employment, the financial markets are factoring
in faster  economic  growth.  In the stock  market,  cyclical  stocks  have been
outperforming noncyclicals.  The potential for faster economic growth leading to
higher inflation has caused long-term interest rates to rise by nearly 1 percent
over the last two months.

In our view, economic growth is still modest and may prove disappointing  before
the end of the year.  The  strength in the  economy  over the last two years has
primarily come from three sectors:  housing,  business investment spending,  and
exports. All of these sectors show signs of slowing.

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
direcly  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
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,   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") OR 4 PERCENT, WHICH HAS NOT BEEN REFLECTED IN THE ABOVE GRAPH.

The large employment  number is not likely to lead to a consumer  spending boom.
First,  it is not  corroborated  by  other  indicators  of  employment.  Initial
unemployment claims are above levels of a year ago. The help-wanted  advertising
index is not rising. In addition, delinquencies on consumer loans have increased
over the last several months and income growth is the lowest since 1991.
Consumers  are  short on income  and high on debt,  not a good  combination  for
robust spending.

Other indicators paint a picture of an economy  struggling to maintain  sluggish
growth.  The index of Leading  Economic  Indicators  has declined in the last 12
months. The National Association of Purchasing Management's  manufacturing index
has been below the neutral 50 level for eight straight months. Loan growth among
both businesses and consumers continues to slow.

For policy officials, however, even the possibility of stronger growth will keep
policies  restrictive.  The Federal Reserve held the federal funds rate constant
at its most recent meeting.  Though 1996 is an election year,  neither  Congress
nor the President is calling for stimulative  fiscal policy.  Until policies are
eased, the economy is not likely to grow rapidly.

The inflation outlook remains quite good. Industrial commodity price indexes hit
12-month lows recently. Consumer prices have risen at an annual rate of just 2.7
percent over the last 12 months.  The prices-paid  index in the March Purchasing
Management  survey has steadily  fallen since November 1994 from 87.5 percent to
39.5  percent last month.  Labor costs  continue to be  restrained  by corporate
downsizing.

In 1995,  the stock market was propelled  higher by three powerful  forces:  (1)
falling  long-term  interest rates,  (2) rising corporate  earnings,  and (3) an
enormous amount of cash flowing into the stock market. Two of these factors have
reversed:  long-term  interest rates have risen  recently and corporate  profits
have plateaued.  The only force that remains is cash flow. Nearly $50 billion of
new cash went into equity  mutual funds in the first two months of 1996.  Due to
the high current valuation of the stock market,  the potential for downside risk
has increased.

In our view,  bonds offer much more compelling  value than stocks.  If inflation
remains under control,  long-term  interest rates should decline and bond prices
should  appreciate.  The  stock  market,  meanwhile,  may not  keep  pace  since
corporate profits are no longer rising. Therefore, we have overweighted bonds in
the Portfolio.  The current asset  allocation is 60 percent bonds and 40 percent
stocks.

With these thoughts in mind,  the equity  portion of the Portfolio  continues to
overweight  stocks that offer consistent  earnings growth regardless of economic
conditions  and  those  that  offer  above-average  yields.  Stocks  with  these
characteristics  will hold their value better if the stock market does  decline.
Sectors  which we are  emphasizing  include:  utilities,  finance,  and consumer
nondurables.

Weaker economic growth and moderate  inflation  should allow long-term  interest
rates to  decline  in the last half of 1996.  We plan to take  advantage  of the
recent rise in interest  rates by increasing  the duration of the Portfolio to a
level 30 percent longer than the index over the next few months. We also plan to
emphasize intermediate  maturities.  Typically,  during an economic slowdown the
yield curve  steepens as  short-term  rates fall  faster than  long-term  rates.
Overweighting   intermediate   maturities   should   enhance   the   portfolio's
performance,   if  the  yield  curve  does  steepen.  We  remain   significantly
underweighted in mortgage  pass-throughs.  Mortgages have recently  outperformed
comparable  Treasuries,  but if  long-term  interest  rates  decline  from  here
mortgages  will lag. We continue to be selective in the  corporate  bond market,
since corporate bonds may also underperform, if the economy continues to weaken.

In conclusion,  the Portfolio is positioned for slowing economic  growth,  lower
interest rates, and stable inflation.  In this environment,  long-term  interest
rates should decline as inflation fears dissipate. Bonds should outperform stock
and stocks which  exhibit  consistent  unit growth  should  outperform  cyclical
stocks.


KATHRYN D. BEYER, CFA      JEFFREY D. LORENZEN, CFA      JAMES W. PAULSEN, PH.D.
PORTFOLIO MANAGER          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 Initial and Select Shares of 10.28 percent
and 10.84 percent, respectively, compared to the Lehman Aggregate Index of 10.78
percent.

During the first nine  months of this  period,  the bond  market  experienced  a
dramatic  downward trend in interest rates.  This decline in rates was due to an
economy which was weakening and an inflation level which was well under control.
With  inflation  in control  and an economy  which was weak,  bond yields took a
natural course lower.

Recently,  that perception has changed and the trend toward lower interest rates
has  reversed and turned  upward.  This change in  perception  is largely due to
several  recent  economic  reports which suggest a higher level of growth in the
economy.  A  strong  employment  report,   accelerating  industrial  production,
increased  retail  sales,  and a growing money supply have altered the consensus
view toward an economy which is growing,  not weakening.  This optimism has sent
bond prices down and yields up.

While some reports  have  admittedly  caused us to question our own outlook,  we
believe the primary trend is still toward slower  growth.  Initial  unemployment
gains are trending higher,  raw industrial  commodity prices are trending lower,
Leading Economic  Indicators have declined over the last year, debt loads in the
household sector remain too high,  corporate profit levels have declined for the
first  time  in  several  quarters  all  pointing  to an  economy  that  is  not
necessarily  picking up steam. To add to the list,  economic policy remains in a
restrictive  mode.  Although  some money  aggregates  are rising,  overall money
growth still remains  sluggish by historic  standards and the Federal Reserve is
unlikely to move to an easing  policy  anytime soon.  Until the policies  become
more obviously  stimulative,  the economy will not likely sustain any meaningful
growth.

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  be  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  Poo'rs  Corporation,  of  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.

While long-term bond yields do not respond to  accelerating  growth per se, they
respond to changes in inflation.  Faster economic growth is only worrisome if it
causes  inflationary  pressures to rise. Economic growth or not, the outlook for
inflation is quite  optimistic.  The annual rate of inflation is about 2 percent
while  long-term  bond yields are 6.75 percent.  This  represents a 4.75 percent
difference  between  inflation and long-term yields,  substantially  higher than
historic norms.

Our current  fixed income  strategy is focused on an economy which is weakening.
We believe the recent rise in  interest  rates is a temporary  spike in a longer
downward trend in interest rates. We are taking advantage of these higher yields
by adding to  longer-term  bonds and by stretching  the average  maturity of the
portfolio.   We  remain   overweighted  in  Treasuries  and   underweighted   in
mortgage-backed  and  corporate  bonds.  We  have  also  added  several  taxable
municipals as a way to diversify risk and add yield. We are currently 51 percent
in U.S.  government  securities,  13 percent in  corporate  bonds,  8 percent in
taxable  municipals,  26 percent in  mortgage-backed  securities,  and 2 percent
cash.  At this time,  the  portfolio is best  postured for a declining to stable
interest rate environment.

We  appreciate  your  confidence  and support in the Capital  Value Fixed Income
Portfolio and look forward to serving you in the future.



JEFFREY D. LORENZEN, CFA      KATHRYN D. BEYER, 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 twelve  months,  the total return of Initial and Select  shares was
7.27 percent and 7.81 percent,  respectively.  Initial Shares underperformed and
Select Shares outperformed the Lehman 1-3 Year Government Index.

During the last  twelve  months,  short-term  interest  rates have  declined  by
approximately 0.25 percent.  The economy has been growing at a moderate pace and
inflation has remained  under control.  This has allowed the Federal  Reserve to
cut the federal funds rate by 0.50 percent during the period.

The yield curve began to steepen during the past six months as intermediate  and
long-term  interest  rates  rose  slightly,   while  short-term  interest  rates
declined.  At the end of March, the differential  between  three-month  Treasury
bills and 30-year Treasury bonds was more than 1.50 percent.  Six months ago the
differential was only 1.10 percent.

Due to the  recent  large  gains in  employment,  the  bond  market  has  become
concerned  that faster  economic  growth will lead to higher  inflation.  In our
view, economic growth is still modest and may prove disappointing before the end
of the year.  The strength in the economy over the last two years has  primarily
come from three sectors: housing, business investment spending, and exports. All
of these sectors show signs of slowing.

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 distribtion 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  Investor's  Services,  Standand & 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 redeptions 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.

The large employment  number is not likely to lead to a consumer  spending boom.
First,  it is not  corroborated  by  other  indicators  of  employment.  Initial
unemployment claims are above levels of a year ago. The help-wanted  advertising
index is not rising. In addition, delinquencies on consumer loans have increased
over the last several months and income growth is the lowest since 1991.
Consumers  are  short of income  and high on debt,  not a good  combination  for
robust spending.

Other indicators paint a picture of an economy  struggling to maintain  sluggish
growth.  The index of Leading  Economic  Indicators  has declined in the last 12
months. The National Association of Purchasing Management's  manufacturing index
has been below the neutral 50 level for eight straight months. Loan growth among
both businesses and consumers continues to slow.

For policy officials, however, even the possibility of stronger growth will keep
policies  restrictive.  The Federal Reserve held the federal funds rate constant
at its most recent meeting.  Though 1996 is an election year,  neither  Congress
nor the President is calling for stimulative  fiscal policy.  Until policies are
eased, the economy is not likely to grow rapidly.

The inflation outlook remains quite good. Industrial commodity price indexes hit
12-month lows recently. Consumer prices have risen at an annual rate of just 2.7
percent over the last 12 months.  The prices-paid  index in the March Purchasing
Management survey has steadily fallen since November 1994 from 87.5 to 39.5 last
month. Labor costs continue to be restrained by corporate downsizing.

With  these  thoughts  in  mind,  we have  emphasized  securities  with  two- to
four-year  maturities.  If the economy  continues  to grow at a slow to moderate
pace and  inflation  remains under  control,  short-term  interest  rates should
continue to decline and the yield curve is likely to steepen further. Securities
in the two- to four-year  maturity  range will perform well under this scenario.
During the last six months,  the average maturity of the portfolio has been near
2.5 years. We plan to increase the average maturity to approximately three years
over the next few months.

In summary,  the Portfolio is positioned  for an  environment  in which interest
rates  decline and the yield  curve  steepens.  We plan to increase  the average
maturity of the portfolio to near three years. As always, we continue to analyze
yield  enhancement   opportunities   within  the  parameters   outlined  in  the
prospectus.



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,  1996,  the Prime Money  Market  portfolio  7-day yield was 4.76
percent  compared  to the  Donoghue  First  Tier Money  Fund  Composite  of 4.68
percent.

The Prime Money Market  Portfolio  currently  holds 23.12  percent in repurchase
agreements, 39.71 percent in corporate obligations,  25.38 percent in government
and agency securities, 2.74 percent in taxable municipal bonds, and 8.52 percent
in high grade  commercial  paper.  Within these,  50 percent adjust within a one
week period and are very sensitive to interest  rates.  The remaining 50 percent
of the holdings mature between 14 and 397 days.

During the last 12 months,  the one year  Treasury  bill yield has declined from
6.50 percent to 5.45 percent, reaching a low in February of 4.78 percent. In the
last 60 days,  short-term interest rates have risen 60 basis points or just over
0.50 percent due to concerns of an  accelerating  economy.  We believe this is a
temporary move and look for short-term interest rates to decline again.

With this view,  we are  extending  the  average  maturity of the  portfolio  to
maintain a higher yield over a longer  period of time.  We see this as a time to
add longer,  short-term  securities due to the steepening  which has occurred in
the  short-term  portion of the yield  curve.  It is a way to add yield  without
adding a lot of extension risk.

Regardless of the economic  environment,  we are committed to providing  quality
returns with a high 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>

                       CAPITAL VALUE FUND MANAGEMENT TEAM

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.
degree from Drake University and her B.S. degree 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. degree from Drake University
and his B.B.A. degree 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
degree and his B.S. degree from Iowa State University.

DOUGLAS R. RAMSEY, SENIOR EQUITY ANALYST.
Mr. Ramsey serves as IMG's senior equity analyst. Prior to joining IMG, he was a
securities  analyst  at  a  Minneapolis-based  regional  brokerage  firm  and  a
securities analyst and economist at a Cedar Rapids,  Iowa-based investment firm.
Doug received his B.A. degree in business  administration and economics from Coe
College and his M.A. degree in economics from Ohio State University.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                                EQUITY PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1996


  SHARE/
PAR VALUE  DESCRIPTION                                                  VALUE
- - --------------------------------------------------------------------------------
COMMON STOCK (79.20%)
UTILITIES (17.69%)
   20,300  Central & S.W. Corp.                                    $    578,550
   21,700  Central Louisiana Electric                                   583,187
   18,400  Consolidated Edison of NY                                    586,500
   14,600  DTE Energy Company                                           490,925
   23,500  Enova Corporation                                            537,562
   11,800  Santa Fe Pacific Pipe                                        439,550
   25,500  South Jersey Industries                                      545,063
   16,800  WPS Resources Corp.                                          564,900
                                                                   -------------
                                                                      4,326,237
                                                                   -------------

FINANCE (18.91%)
   11,400  Ambac Inc.                                                   548,625
   23,800  American Heritage Life                                       499,800
   13,970  Banc One Corp.                                               497,681
   13,300  Comerica, Inc.                                               555,275
   18,400  First Hawaiian                                               508,300
   14,600  Key Corp.                                                    563,925
   15,100  PNC Bank Corp.                                               464,325
   11,500  Providian                                                    513,188
   10,800  Regions Financial Corp.                                      473,850
                                                                   -------------
                                                                      4,624,969
                                                                   -------------

RETAIL TRADE (2.77%)
   19,800  Liz Claiborne, Inc.                                          678,150
                                                                   -------------

CONSUMER SERVICES (2.26%)
    8,100  Knight-Ridder Inc.                                           551,812
                                                                   -------------

CONSUMER NON-DURABLES (10.10%)
   17,400  American Greetings                                           480,675
    8,400  General Mills Inc.                                           490,350
   18,900  Hormel Foods Corp.                                           496,125
    7,000  Kimberly-Clark Corp.                                         521,500
   17,000  Rubbermaid, Inc.                                             482,375
                                                                   -------------
                                                                      2,471,025
                                                                   -------------

HEALTH TECHNOLOGY (6.20%)
    4,400  American Home Products                                       476,850
    5,800  Bristol-Meyers Squibb Co.                                    496,625
   13,630  Pharmacia & Upjohn, Inc.                                     543,496
                                                                   -------------
                                                                      1,516,971
                                                                   -------------

ELECTRONIC TECHNOLOGY (10.78%)
   17,400  MCI Communications                                           526,350
    9,300  Ameritech Corporation                                        506,850
   10,700  Nynex Corp.                                                  533,663
   20,900  Tele Danmark                                                 540,788
   10,000  U.S. Media Group                                             206,250
   10,000  U.S. West, Inc.                                              323,750
                                                                   -------------
                                                                      2,637,651
                                                                   -------------

COMMERCIAL SERVICES (2.06%)
    8,300  Dun & Bradstreet Corporation                                 503,187
                                                                   -------------

See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                            EQUITY PORTFOLIO (CONT.)
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1996


  SHARE/
PAR VALUE  DESCRIPTION                                                   VALUE
- - --------------------------------------------------------------------------------
PROCESS INDUSTRIES (2.01%)
    7,300  Great Lakes Chemical                                    $    491,838
                                                                   -------------

INDUSTRIAL SERVICES (4.47%)
   10,500  Flightsafety International                                   585,375
   16,000  WMX Technologies, Incorporated                               508,000
                                                                   -------------
                                                                      1,093,375
                                                                   -------------
ENERGY (1.95%)
    4,000  Atlantic Richfield Co.                                       476,000
                                                                   -------------
           Total Common Stocks
           (Cost $15,837,819)                                        19,371,215
                                                                   -------------
U.S. GOVERNMENT SECURITIES (15.42%)
5,900,000  Treasury Principal Strips, Zero Coupon, 05/15/20, 6.47%*   1,103,949
2,555,000  U.S. Treasury Bond, 7.25%, 05/15/16                        2,666,654
                                                                   -------------
           Total U.S. Government Securities                           3,770,603
           (Cost $3,881,672)                                       -------------

CASH EQUIVALENTS (5.84%)
1,214,418  Norwest Cash Investment Fund, 4.94% (cost $1,214,418)      1,214,418
  213,816  Norwest U.S. Government Fund, 4.75% (cost $213,816)          213,816
                                                                   -------------
                                                                      1,428,234
                                                                   -------------
           TOTAL INVESTMENTS IN SECURITIES (100.46%)
           (Cost $21,147,725)                                        24,570,052
                                                                   -------------
           Other Assets and Liabilities, Net (-0.46%)                  (115,218)
                                                                   -------------
           NET ASSETS 100.0%                                       $ 24,454,834
                                                                   =============







Based on the cost of investments of $21,147,725  for federal income tax purposes
at March 31, 1996, the aggregate gross  unrealized  appreciation was $3,768,021,
the aggregate gross unrealized depreciation was $345,690, and the net unrealized
appreciation  was  $3,422,327.  

*Interest  presented for zero coupon security equates effective yield at date of
purchase.

See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                             TOTAL RETURN PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1996


  SHARE/
PAR VALUE  DESCRIPTION                                                   VALUE
- - --------------------------------------------------------------------------------
COMMON STOCK (38.71%)
UTILITIES (13.42%)
    4,300  Ameritech Coporation                                    $    234,350
    8,300  Central & S.W. Corp.                                         236,550
    8,800  Central Louisiana Electric                                   236,500
    7,500  Consolidated Edison of NY                                    239,062
    7,300  DTE Energy Company                                           245,463
   10,800  Enova Corporation                                            247,050
    5,300  Nynex Corp.                                                  264,338
    5,600  Sante Fe Pacific Pipe                                        208,600
    9,000  South Jersey Industries                                      192,375
    9,000  Tele Danmark                                                 232,875
    4,800  U.S. Media Group                                              99,000
    4,800  U.S. West, Incorporated                                      155,400
    6,600  WPS Resources Corp.                                          221,925
                                                                   -------------
                                                                      2,813,488
                                                                   -------------
FINANCE (9.66%)
    4,900  Ambac Inc.                                                   235,812
    9,800  American Heritage Life                                       205,800
    8,140  Banc One Corp.                                               289,988
    6,300  Comerica, Inc.                                               263,025
    7,100  Key Corp.                                                    274,237
    8,600  PNC Bank Corp.                                               264,450
    5,600  Providian                                                    249,900
    5,500  Regions Financial Corp.                                      241,313
                                                                   -------------
                                                                      2,024,525
                                                                   -------------
RETAIL TRADE (1.57%)
    9,600  Liz Claiborne, Inc.                                          328,800
                                                                   -------------

CONSUMER SERVICES (1.14%)
    3,500  Knight-Ridder Inc.                                           238,437
                                                                   -------------

CONSUMER NON-DURABLES (4.20%)
    6,800  American Greetings                                           187,850
    4,300  General Mills Inc.                                           251,013
    8,700  Hormel Foods Corp.                                           228,375
    7,500  Rubbermaid Inc.                                              212,812
                                                                   -------------
                                                                        880,050
                                                                   -------------
HEALTH TECHNOLOGY (4.70%)
    2,775  American Home Products                                       300,741
    3,600  Bristol-Meyer Squibb Co.                                     308,250
    9,425  Pharmacia & Upjohn, Inc.                                     375,822
                                                                   -------------
                                                                        984,813
                                                                   -------------
ELECTRONIC TECHNOLOGY (1.31%)
    9,100  MCI Communications                                           275,275
                                                                   -------------

INDUSTRIAL SERVICES (1.23%)
    8,100  WMX Technologies, Incorporated                               257,175
                                                                   -------------

See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                         TOTAL RETURN PORTFOLIO (CONT.)
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1996


  SHARE/
PAR VALUE  DESCRIPTION                                                   VALUE
- - --------------------------------------------------------------------------------
ENERGY (1.48%)
    2,600  Atlantic Richfield                                      $    309,400
                                                                   -------------
           Total Common Stocks
           (Cost $6,676,599)                                          8,111,963
                                                                   -------------
U.S. GOVERNMENT SECURITIES (33.95%)
U.S. TREASURY BONDS (12.90%)
2,350,000  U.S. T-Bond, 7.25%, 05/15/16                               2,452,695
  205,000  U.S. T- Bond, 8.875%, 02/15/19                               251,904
                                                                   -------------
                                                                      2,704,599
                                                                   -------------
U.S. TREASURY NOTES (21.05%)
1,725,000  U.S. T-Note, 6.875%, 03/31/00                              1,773,024
1,340,000  U.S. T-Note, 6.25%, 02/15/03                               1,336,060
  650,000  U.S. T-Note, 7.875%, 08/15/01                                699,842
  600,000  U.S. T-Note, 6.375%, 08/15/02                                603,450
                                                                   -------------
                                                                      4,412,376
                                                                   -------------
           Total Government Securities
           (Cost $7,014,868)                                          7,116,975
                                                                   -------------

CORPORATE BONDS (7.81%)
  150,000  Ford Capital BV, 10.125%, 11/15/00                           170,812
  420,000  GMAC, 8.875%, 06/01/10                                       480,900
  250,000  Hydro-Quebec, 8.25%, 01/15/27                                261,563
   50,000  Iowa Electric Light & Power, 6.25%, 09/01/96                  50,125
  250,000  Lehman Brothers, 8.05%, 01/15/19                             255,815
  242,000  Manitoba, 7.75%, 07/17/16                                    252,346
  150,000  Nova Scotia, 8.25%, 11/15/19                                 165,937
                                                                   -------------
           Total Corporate Bonds
           (Cost $1,631,981)                                          1,637,498
                                                                   -------------

MUNICIPAL BONDS (3.37%)
  172,570  Oregon Department of Transportation, 9.00%, 06/15/00         178,952
  205,000  Berry Creek Met. Dist, Co., 6.65%, 12/01/01                  199,618
  200,000  Longview, Texas Economic Dev., 8.25%, 09/15/07               214,810
  100,000  Texas St. G.O. Taxable, 8.70%, 12/01/09                      112,375
                                                                   -------------
            Total Municipal Bonds
            (Cost $702,233)                                             705,755
                                                                   -------------
MORTAGE-BACKED SECURITIES (13.40%)
COLLATERALIZED MORTGAGE OBLIGATIONS (11.35%)
  178,880  Chase Mtge. Finance Corp, 5.75%, 04/25/09                    176,211
   90,271  Citicorp Mtge. Sec. 1987-13 a3, 9.35%, 06/01/10               90,299
  175,000  Collateralized Mtge. SEC Corp., 7.0%, 09/20/21               168,000
  250,000  FHLMC 1250F, 7.00%, 04/15/19                                 250,920
  135,715  FHLMC 91 Series 188 Class F, 7.50%, 05/15/20                 136,754
  162,000  FNMA 1990-130E, Zero Coupon, 08/25/19, 11.14%**              107,906
   61,286  FNMA 1991-126B, 8.00%, 09/25/98                               61,080



** Interest  presented for zero coupon bond equates  effective  yield at date of
purchase. 
See notes to financial statements.
<PAGE> 

                            CAPITAL VALUE FUND, INC.
                         TOTAL RETURN PORTFOLIO (CONT.)
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1996


  SHARE/
PAR VALUE  DESCRIPTION                                                  VALUE
- - --------------------------------------------------------------------------------
  217,406  FNMA 1991-8 E, 7.50%, 06/25/17                          $    218,778
  196,012  Green Tree Acceptance 1987B Class A, 9.55%, 05/15/07         204,222
  214,618  Housing Securities, Inc. 1993-E, E-14, Zero Coupon, 
                09/25/08,10.33%**                                       152,665
  182,390  Housing Securities, Inc. 1992-F F11, Zero Coupon, 
                11/25/07, 9.06%**                                       131,727
  145,971  Kidder Peabody Mtge. Asset Trust Class 5G, 8.45%, 05/20/18   145,333
   54,075  Morgan Stanley Class E3, 8%, 07/20/17                         53,839
   76,744  Prudential Home Mortgage Sec., 7.50%, 05/25/22                76,968
  130,462  Residential Funding Mtg Sec. I Series 1993-S7 Class A6, 
                 7.15%, 02/25/08                                        130,157
  286,422  Salomon Mortgage Sec. VII, Zero Coupon, 02/25/25, 
                10.609%**                                               195,864
   77,773  Resolution Trust Corp. Series 1992-17 Class A1, 
                12/25/20, 8.86%*                                         79,212
                                                                   -------------
                                                                      2,379,935
                                                                   -------------
FHLMC MORTGAGE-BACKED POOLs (0.24%)
   48,196  FHLMC #A00851, 8.50%, 12/01/19                                49,694
                                                                   -------------

GNMA MORTGAGE-BACKED POOLS (1.81%)
  182,534  GNMA Pool #305975, 9.00%, 07/15/21                           191,770
   90,383  GNMA Pool #318184, 8.50%, 11/15/21                            93,913
   92,851  GNMA Pool #359600, 7.50%, 07/15/23                            92,804
                                                                   -------------
                                                                        378,487
                                                                   -------------
           Total Mortgage-Backed Securities
           (Cost $2,750,332)                                          2,808,116
                                                                   -------------
CASH EQUIVALENTS (2.93%)
  613,600  Norwest Cash Investment Fund, 4.94% (cost $613,600)          613,600
                                                                   -------------
           TOTAL INVESTMENTS IN SECURITIES (100.17%)
           (Cost $19,389,613)                                        20,993,907
                                                                   -------------

           Other Assets and Liabilities, Net (-0.17%)                   (30,660)
                                                                   -------------
           NET ASSETS 100.0%                                       $ 20,963,247
                                                                   =============







  * Denotes a floating rate  investment with interest rate as of March 31, 1996.
** Interest  presented for zero coupon bond equates  effective  yield at date of
purchase.
Based on the cost of investments of $19,389,613  for federal income tax purposes
at March 31, 1996, the aggregate gross  unrealized  appreciation was $1,764,584,
the aggregate gross unrealized depreciation was $160,285, and the net unrealized
appreciation was $1,604,294.
See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                             FIXED INCOME PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1996


  SHARE/
PAR VALUE  DESCRIPTION                                                  VALUE
- - --------------------------------------------------------------------------------
U.S. GOVERNMENT SECURITIES (49.31%)
U.S. TREASURY BONDS (13.73%)
  575,000  U.S. T-Bond, 7.25%, 05/15/16                            $    600,128
  300,000  U.S. T-Bond, 8.125%, 05/15/21                                344,133
  300,000  U.S. T-Bond, 8.875%, 02/15/19                                368,640
                                                                   -------------
                                                                      1,312,901
                                                                   -------------
U.S. TREASURY NOTES (35.58%)
  505,000  U.S. T-Note, 6.25%, 02/15/03                                 503,515
  250,000  U.S. T-Note, 6.50%, 04/30/99                                 253,730
  900,000  U.S. T-Note, 6.875%, 03/31/00                                925,056
  990,000  U.S. T-Note, 7.875%, 08/15/01                              1,065,913
  650,000  U.S. T-Note, 6.375%, 08/15/02                                653,738
                                                                   -------------
                                                                      3,401,952
                                                                   -------------
           Total Government Securities
           (Cost $4,669,857)                                          4,714,853
                                                                   -------------

CORPORATE BONDS (12.93%)
  350,000  GMAC, 8.875%, 06/01/10                                       400,750
  220,000  Lehman Brothers, 8.05%, 01/15/19                             225,118
  315,000  Manitoba, 7.75%, 07/17/16                                    328,466
  255,000  Nova Scotia, 8.25%, 11/15/19                                 282,094
                                                                   -------------
           Total Corporate Bonds
           (Cost $1,238,342)                                          1,236,428
                                                                   -------------

MUNICIPAL BONDS (8.44%)
  220,000  Berry Creek Met. Dist, Co., 6.85%, 12/01/02                  213,400
  172,570  Oregon D.O.T, 9.00%, 06/15/00                                178,952
  350,000  San Antonio, Texas Cert. Oblig. Taxable, 6.65%, 08/10/09     330,313
   75,000  Texas St. G.O. Taxable, 8.70%, 12/01/09                       84,281
                                                                   -------------
           Total Municipal Bonds
           (Cost $817,309)                                              806,946
                                                                   -------------

MORTAGE-BACKED SECURITIES (26.46%)
COLLATERALIZED MORTGAGE OBLIGATIONS (15.61%)
   84,046  Citicorp Mortgage Securities 1987-13, 9.35% 06/01/10          84,072
  240,712  Countrywide Funding Corp. 1994-9 A2, 6.50%, 05/25/24         236,885
  215,000  FHLMC Series 1561 Class TA, Zero Coupon, 08/15/08, 9.24%*    107,205
   21,749  FHLMC 1201C, 6.50%, 12/15/19                                  21,715
  150,477  FHLMC 91 Series 188 Class F, 7.50%, 05/15/20                 151,630
   72,542  FNMA Series 1991 Class E, 8.50%, 04/25/05                     73,519
   89,550  FNMA 1991-91A, Zero Coupon, 07/25/98, 7.73%*                  80,162
  179,098  GE Cap Mtge. Serv. 1994-1 A1, 5.70%, 01/25/24                176,229
  202,470  Housing Securities, Inc. 1993-E E-14, Zero Coupon, 
                    09/25/08, 10.33%*                                   144,023
  155,364  Housing Securities, Inc. 1993-C C3, Zero Coupon, 
                    05/25/08, 9.24%*                                    112,336
   54,075  Morgan Stanley Class E  3, 8.00%, 07/20/17                    53,839
   76,250  Prudential Home Mort. Securities, 1992-6 Class A3, 
                    7.00%, 04/25/99                                      75,927
  143,211  Salomon Mortgage Sec. VII, Zero Coupon, 02/25/25, 10.609%*    76,968
   76,744  Prudential Home Mortgage Securities, 7.50%, 05/25/22          97,930
                                                                   -------------
                                                                      1,492,440
                                                                   -------------

* Interest  presented  for zero coupon bond equates  effective  yield at date of
purchase. 
See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                         FIXED INCOME PORTFOLIO (CONT.)
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1996


  SHARE/
PAR VALUE  DESCRIPTION                                                  VALUE
- - --------------------------------------------------------------------------------
FHLMC MORTGAGE-BACKED POOLS (1.24%)
  114,534  FHLMC Pool #C00126, 8.50%, 06/01/22                     $    118,134
                                                                   -------------
GNMA MORTGAGE-BACKED POOLS (9.61%)
  246,371  GNMA Pool #315929, 9.00%, 06/15/22                           259,305
  304,494  GNMA Pool #341681, 8.50%, 01/15/23                           316,764
  343,545  GNMA Pool #354189, 7.50%, 05/15/23                           343,353
                                                                   -------------
                                                                        919,422
                                                                   -------------
           Total Mortgage-Backed Securities
           (Cost $2,483,547)                                          2,529,996
                                                                   -------------
CASH EQUIVALENTS (1.92%)
  183,537  Norwest Cash Investment Fund, 4.94% (cost $183,537)          183,537
                                                                   -------------

           TOTAL INVESTMENTS IN SECURITIES (99.06%)
           (Cost $9,392,592)                                          9,471,760
                                                                   -------------
           Other Assets and Liabilities, Net (0.94%)                     90,633
                                                                   -------------
           NET ASSETS 100.0%                                       $  9,562,393
                                                                   =============










Based on the cost of  investments  of $9,392,592 for federal income tax purposes
at March 31, 1996, the aggregate gross unrealized appreciation was $205,385, the
aggregate gross  unrealized  depreciation  was $126,217,  and the net unrealized
appreciation was $79,168.
See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                         SHORT-TERM GOVERNMENT PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1996


  SHARE/
PAR VALUE  DESCRIPTION                                                  VALUE
- - --------------------------------------------------------------------------------
U.S. GOVERNMENT SECURITIES (59.21%)
GOVERNMENT AGENCIES (47.03%)
  550,000  Farmer Mac MTN, 6.69%, 02/10/00                         $    558,118
  200,000  Federal Farm Credit Inverse Floater, 4.334%, 07/28/97***     192,224
   50,000  FFCB Structured Note, 4.65%, 03/02/98                         48,660
  250,000  FHLMC, 7.685%, 03/02/00                                      257,557
  150,000  FNMA, 6.05%, 01/12/98                                        150,482
  100,000  Government Export Trust, 4.85%, 11/01/97                      99,360
   12,831  Government TR Cert. Israel, 9.25%, 11/15/96                   13,007
  134,846  Greece Trust, 8.00%, 05/15/98                                137,789
  500,000  SLMA 7.50%, 03/08/00                                         522,185
  100,000  SLMA Floater, 4.745%, 06/01/98*                               96,844
   50,000  SLMA Floater, 5.30%, 05/14/96*                                49,999
                                                                   -------------
                                                                      2,126,225
                                                                   -------------

U.S. TREASURY NOTES (10.83%)
  425,000  U.S. T-Note, 6.875%, 03/31/00                                436,832
   50,000  U.S. T-Note, 7.25%, 05/15/04                                  52,687
                                                                   -------------
                                                                        489,519
                                                                   -------------

U.S. TREASURY BILLS (1.35%)
   65,000  Federal Farm Credit Disc. Note, 03/17/97, 5.46%**             60,970
                                                                   -------------
           Total Government Securities
           (Cost $2,661,250)                                          2,676,714
                                                                   -------------

CORPORATE BONDS (7.04%)
  205,000  Associates Corp. MTN, 5.55%, 07/15/98                        202,337
   45,000  Becton Dickinson, 8.80%, 03/01/01                             49,500
   65,000  Lehman Brothers MTN, 8.05%, 01/15/19                          66,512
                                                                   -------------
           Total Corporate Bonds
           (Cost $318,732)                                              318,349
                                                                   -------------

MUNICIPAL BONDS (1.68%)
   25,000  Broken Arrow, Oklahoma, 7.50%, 11/01/98                       25,813
   50,000  Columbia University, 8.35%, 11/13/01                          50,125
                                                                   -------------
           Total Municipal Bonds
           (Cost $76,811)                                                75,938
                                                                   -------------

COLLATERALIZED MORTGAGE OBLIGATIONS (28.87%)
  175,000  FHLMC 1250F, 7.00%, 04/15/19                                 175,644
   73,069  FHLMC 1299N, Zero Coupon, 06/15/97, 7.476%**                  68,581
  101,684  FHLMC 1358E 6.50%, 03/15/17                                  101,631
  200,000  FNMA 1990 104G CMO, 9.00%, 05/25/03                          203,322
  113,816  FNMA 1991-126B, 8.00%, 09/25/98                              113,434
  150,000  FNMA 1991-137 G, 8.30%, 06/25/20                             154,278
  175,000  Green Tree 1993-3 A3, 5.20%, 10/15/18                        172,972
  151,892  Housing Securities 1992-EA A6, Zero Coupon, 
                    10/25/07, 9.128%**                                  110,324


  * Denotes a floating rate  investment with interest rate as of March 31, 1996.
 ** Interest  presented for zero coupon bonds equates effective yield at date of
 purchase.
***Denotes  an inverse  floater  which  pays  interest  at a rate which  adjusts
inversely with changes in a index. 
See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                     SHORT-TERM GOVERNMENT PORTFOLIO (CONT.)
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1996


  SHARE/
PAR VALUE  DESCRIPTION                                                  VALUE
- - --------------------------------------------------------------------------------
  151,079  Housing Securities 92-EB B1A, 6.75%, 05/25/20           $    150,519
   54,000  Standard Credit Card Master, 6.75%, 06/07/00                  54,626
                                                                   -------------
           Total Collateralized Mortgage Obligations
           (Cost $1,299,419)                                          1,305,331
                                                                   -------------
CASH EQUIVALENTS (2.60%)
  117,656  Norwest Cash Investment Fund, 4.94% (cost $117,656)          117,656
                                                                   -------------
           TOTAL INVESTMENTS IN SECURITIES (99.40%)
           (Cost $4,473,868)                                       $  4,493,989
                                                                   -------------
           Other Assets and Liabilities, Net (0.60%)                     26,923
                                                                   -------------
           NET ASSETS 100.0%                                       $  4,520,912
                                                                   =============







Based on the cost of  investments  of $4,473,868 for federal income tax purposes
at March 31, 1996, the aggregate gross unrealized  appreciation was $54,031, the
aggregate  gross  unrealized  depreciation  was $33,910,  and the net unrealized
appreciation was $20,121.
See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                          PRIME MONEY MARKET PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1996


  SHARE/
PAR VALUE  DESCRIPTION                                                  VALUE
- - --------------------------------------------------------------------------------
U.S. GOVERNMENT SECURITIES (25.38%)
  250,000  FNMA MTN, 4.78%, Due 02/14/97                           $    248,240
  150,000  FNMA Discount Note, 04/01/96, 5.43%*                         150,000
  200,000  FNMA Discount Note, 04/05/96, 5.44%*                         199,881
  325,000  Freddie Mac Discount Note, 04/03/96, 5.44%*                  324,903
                                                                   -------------
           Total U.S. Government Securities
           (Cost $923,024)                                              923,024
                                                                   -------------

CORPORATE BONDS (39.71%)
   95,000  American Express, 7.875%, 12/01/96                            96,226
  100,000  Chase Manhattan, 7.875%, 01/15/97                            101,955
   85,000  Citicorp, 8.75%, 11/01/96                                     86,500
  200,000  Dean Witter Discover, 5.00%, 04/01/96                        200,000
  150,000  Deere and Co., 8.25%, 06/01/96                               150,546
  200,000  Ford MTN, 9.07%, 07/05/96                                    201,540
  251,000  General Electric, 7.875, 05/01/96                            251,405
   85,000  Wachovia Bank, 4.25%, 09/20/96                                84,332
  122,000  Wal-Mart Stores, 8.00%, 05/01/96                             122,210
  150,000  WMX Technologies, 4.875%, 06/15/96                           149,743
                                                                   -------------
            Total Corporate Bonds
            (Cost $1,444,457)                                         1,444,457
                                                                   -------------
MUNICIPAL BONDS (2.74%)
  100,000  Lee County, FL Airport Rev., 5.45%, 10/01/96                 100,000
                                                                   -------------
           Total Municipal Bonds
           (Cost $100,000)                                              100,000
                                                                   -------------
COMMERCIAL PAPER (8.52%)
  150,000  Cargill Commercial Paper, 04/08/96                           149,843
  160,000  Merrill Lynch Commercial Paper, 04/01/96                     160,000
                                                                   -------------
           Total Commercial Paper
           (Cost $309,843)                                              309,843
                                                                   -------------
REPURCHASE AGREEMENTS (23.12%)
  840,915  Cantor Fitzgerald Repo, 5.20%, 04/01/96                      840,915
           (Cost $840,915)**                                       -------------

           TOTAL INVESTMENTS IN SECURITIES (99.47%)
           (Cost $3,618,239)                                          3,618,239
                                                                   -------------
           Other Assets and Liabilities, Net (0.53%)                     19,207
                                                                   -------------
           NET ASSETS 100.0%                                       $  3,637,446
                                                                   =============





   * Interest presented for zero coupon bonds equates effective yield at date of
purchase.
  ** The market value of the security  collateralizing this repurchase agreement
(including  accrued  interest) is in excess of 102 percent of the resale  price,
and will not be less than 100  percent of the resale  price over the term of the
agreement.  At March 31, 1996, the repurchase  agreement was collateralized by a
mortgage-backed security with a market value of $867,437.
See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                      STATEMENTS OF ASSETS AND LIABILITIES
                                 MARCH 31, 1996

<TABLE>
<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 $21,147,725, $19,389,613, $9,392,592,
   $4,473,868, and $3,618,239, respectively)         $ 24,570,052   $ 20,993,907   $ 9,471,760   $ 4,493,989   $ 3,618,239
Dividends & Interest Receivable                           112,312        226,071       137,331        51,427        37,756
                                                     ----------------------------------------------------------------------
Total Assets                                           24,682,364     21,219,978     9,609,091     4,545,416     3,655,995

LIABILITIES:
Income Distribution Payable                               189,189        224,074        32,716        18,083        13,492
Accrued Operating Expenses and
   Other Liabilities                                       38,341         32,657        13,982         6,421         5,057
                                                     ----------------------------------------------------------------------
Total Liabilities                                         227,530        256,731        46,698        24,504        18,549
                                                     ----------------------------------------------------------------------
NET ASSETS                                           $ 24,454,834   $ 20,963,247   $ 9,562,393   $ 4,520,912   $ 3,637,446
                                                     ======================================================================

ANALYSIS OF NET ASSETS
Excess of amounts received from issuance of
   shares over amounts paid on redemptions
   of shares                                         $ 20,299,110   $ 19,021,350   $ 9,451,325   $ 4,525,722   $ 3,637,446
Undistributed net realized gain (loss)                    729,216        329,921        27,936       (26,854)         --
Unrealized appreciation (depreciation)                  3,422,327      1,604,294        79,168        20,120          --
Undistributed net investment income                         4,181          7,682         3,964         1,924          --
                                                     ----------------------------------------------------------------------
Net assets applicable to shares outstanding          $ 24,454,834   $ 20,963,247   $ 9,562,393   $ 4,520,912   $ 3,637,446
                                                     ======================================================================

PRICING OF INITIAL SHARES
Net assets applicable to Initial Shares outstanding  $  6,371,666   $  3,435,711   $ 1,855,470   $   237,507
                                                     ========================================================

Shares outstanding, $ .001 par value*                     507,337        304,438       184,048        24,195
                                                     ========================================================

Net asset value, offering price and redemption
    price (subject to contingent deferred sales
    charge) per Initial Shares                       $     12.559   $     11.285   $    10.081   $     9.816
                                                    ========================================================

PRICING OF SELECT SHARES
Net assets applicable to Select Shares outstanding   $ 18,083,168   $ 17,527,536   $ 7,706,923   $ 4,283,405   $ 3,637,446
                                                     =====================================================================

Shares outstanding, $ .001 par value*                   1,441,166      1,582,638       771,732       430,305     3,637,446
                                                     =====================================================================

Net asset value, offering price and redemption
    price per Select Shares                          $     12.548   $     11.075   $     9.987   $     9.954   $     1.000
                                                     =====================================================================

</TABLE>





* Shares outstanding reflect rounding to the nearest whole share.
See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                            STATEMENTS OF OPERATIONS
                        FOR THE YEAR ENDED MARCH 31, 1996

<TABLE>
<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                         $   246,839     $   823,685     $   649,852     $   292,160     $   325,100
    Dividend Income                             644,829         287,451           2,304              --              --
                                            ----------------------------------------------------------------------------
Total Income                                    891,668       1,111,136         652,156         292,160         325,100
                                            ----------------------------------------------------------------------------

EXPENSES:
    Advisory Fees-CVC                            21,498          19,412           9,229           4,300           2,738
    Sub-Advisory Fees-IMG                        92,443          83,473          39,685          18,494          12,597
    Administration Fee                           53,746          48,531          23,073          10,752          13,692
    Distribution Fee-Initial Shares              28,701          16,013           8,887           1,135              --
    Fund Accounting/Custody Fee                  32,247          29,118           9,230           4,302           5,476
    Transfer Agent Fee                           10,749           9,706           4,615           2,151           2,738
    Other Expenses                               21,498          19,412           9,229           4,300           5,478
                                            ----------------------------------------------------------------------------
Total Expenses                                  260,882         225,665         103,948          45,434          42,719
                                            ----------------------------------------------------------------------------

NET INVESTMENT INCOME                           630,786         885,471         548,208         246,726         282,381
                                            ----------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
    Net Realized Gain on Investments          1,370,448         774,602          99,565           1,847             604
    Net Change in Unrealized Appreciation     2,508,254       1,368,714         245,203          66,868              --
                                            ----------------------------------------------------------------------------

NET GAIN (LOSS) ON INVESTMENTS                3,878,702       2,143,316         344,768          68,715             604
                                            ----------------------------------------------------------------------------

NET INCREASE IN NET ASSETS FROM OPERATIONS  $ 4,509,488     $ 3,028,787     $   892,976     $   315,441     $   282,985
                                            ============================================================================
</TABLE>




See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                       STATEMENTS OF CHANGES IN NET ASSETS
                   FOR THE YEARS ENDED MARCH 31, 1996 AND 1995

<TABLE>
<CAPTION>
                                                                                       TOTAL                          FIXED
                                                        EQUITY                        RETURN                         INCOME
                                                       PORTFOLIO                     PORTFOLIO                      PORTFOLIO
                                                  1996           1995            1996            1995          1996           1995
- - ------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>             <C>            <C>             <C>           <C>
OPERATIONS:
   Net Investment Income                    $    630,786   $    374,932    $    885,471   $    663,351    $   548,208   $   432,010
   Net Realized Gain (Loss) on Investments     1,370,448        218,270         774,602        (41,836)        99,565       (71,440)
   Net Change in Unrealized Appreciation       2,508,254        923,101       1,368,714        480,336        245,203        28,322
                                            ----------------------------------------------------------------------------------------
   Increase in Net Assets from Operations      4,509,488      1,516,303       3,028,787      1,101,851        892,976       388,892
                                            ----------------------------------------------------------------------------------------

DISTRIBUTIONS:
   Dividend Distributions Paid
     Initial Shares                              145,991         63,948         130,387         95,506         97,005        42,033
     Select Shares                               482,975        309,894         752,055        565,168        447,900       390,180
   Capital Gain Distribution Paid
     Initial Shares                              132,107        106,426          28,764         66,102              0           871 
     Select Shares                               361,786        451,896         147,053        335,698              0         6,814
                                            ----------------------------------------------------------------------------------------
   Total Distributions                         1,122,859        932,164       1,058,259      1,062,474        544,905       439,898
                                            ----------------------------------------------------------------------------------------

CAPITAL SHARE TRANSACTIONS
   Sales-         Initial Shares               1,973,830      4,288,941        794,383       1,818,665        864,965     1,165,760
                  Select Shares                2,772,570      2,630,529      1,698,714       2,905,801        345,520       338,704
   Reinvestments- Initial Shares                 260,543        145,431        168,974         125,084         98,380        36,456
                  Select Shares                  793,866        714,632        886,410         803,554        460,835       383,560
   Exchanges-     Initial Shares                 (76,000)       844,253         (1,154)      1,322,062        (18,409       255,292
                  Select Shares                   81,620       (797,490)         5,729      (1,595,405)        20,060      (178,506)
   Redemptions-   Initial Shares              (1,093,665)    (1,417,420)    (1,580,664)       (683,287)      (440,459)     (367,262)
                  Select Shares               (1,244,635)     (382,736)       (690,807)       (564,823)      (109,325)      (32,308)
                                            ----------------------------------------------------------------------------------------
Increase in Net Assets from Capital
   Shares Transactions                         3,468,129      6,026,140      1,281,585       4,131,651      1,221,567     1,601,696
                                            ----------------------------------------------------------------------------------------

TOTAL INCREASE IN NET ASSETS                   6,854,758      6,610,279      3,252,113       4,171,028      1,569,638     1,550,690

NET ASSETS:
   Beginning of Period                        17,600,076     10,989,797     17,711,134      13,540,106      7,992,755     6,442,065
                                            ----------------------------------------------------------------------------------------
   End of Period                            $ 24,454,834   $ 17,600,076   $ 20,963,247    $ 17,711,134    $ 9,562,393   $ 7,992,755
                                            ========================================================================================

Undistributed net investment income
   at end of period                         $      4,181   $      1,756   $      7,682    $      4,380    $     3,964   $       457
                                            ========================================================================================
</TABLE>




See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                   STATEMENTS OF CHANGES IN NET ASSETS (CONT.)
                   FOR THE YEARS ENDED MARCH 31, 1996 AND 1995
<TABLE>
<CAPTION>

                                                        SHORT-TERM GOVERNMENT                 PRIME MONEY MARKET
                                                              PORTFOLIO                            PORTFOLIO
                                                             1996             1995            1996            1995
- - ---------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>             <C>             <C>             <C>
OPERATIONS:
   Net Investment Income                                 $   246,726     $   199,542     $   282,381     $   235,223
   Net Realized Gain (Loss) on Investments                     1,847         (28,828)            604            (289)
   Net Change in Unrealized Appreciation (Depreciation)       66,868          (8,202)              0               0
                                                         ------------------------------------------------------------
   Increase in Net Assets from Operations                    315,441         162,512         282,985         234,934
                                                         ------------------------------------------------------------

DISTRIBUTIONS:
   Dividend Distributions Paid
     Initial Shares                                           12,082          10,616               0               0
     Select Shares                                           233,160         188,842         282,381         234,934
   Capital Gain Distribution Paid
     Initial Shares                                                0             329             604               0
     Select Shares                                                 0           3,755               0               0
                                                         ------------------------------------------------------------
   Total Distributions                                       245,242         203,542         282,985         234,934
                                                         ------------------------------------------------------------

CAPITAL SHARE TRANSACTIONS
   Sales-         Initial Shares                              12,133          27,962               0               0
                  Select Shares                              313,123         175,604       3,986,258       3,758,731
   Reinvestments- Initial Shares                              12,200          10,154               0               0
                  Select Shares                              228,316         180,692         294,280         222,482
   Exchanges-     Initial Shares                                (667)        186,715               0               0
                  Select Shares                                    0             (53)        (11,180)        (36,869)
   Redemptions-   Initial Shares                              (2,071)        (72,366)              0               0
                  Select Shares                             (105,664)        (66,826)     (6,154,280)     (3,543,249)
                                                         ------------------------------------------------------------
Increase in Net Assets from Capital
   Shares Transactions                                       457,370         441,882      (1,884,922)        401,095
                                                         ------------------------------------------------------------

TOTAL INCREASE IN NET ASSETS                                 527,569         400,852      (1,884,922)        401,095

NET ASSETS:
   Beginning of Period                                     3,993,343       3,592,491       5,522,368       5,121,273
                                                         ------------------------------------------------------------
   End of Period                                         $ 4,520,912     $ 3,993,343     $ 3,637,446     $ 5,522,368
                                                         ============================================================

Undistributed net investment income
   at end of period                                      $     1,924     $       425     $         0     $         0
                                                         ============================================================

</TABLE>



See notes to financial statements.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996


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 Equity Portfolio seeks capital  appreciation in a manner
     consistent with the preservation of capital through a diversified portfolio
     of  common  stocks  and other  equity-type  securities.  The  Total  Return
     Portfolio seeks a high total return from capital  appreciation  and current
     income,  consistent with the preservation of capital, through a diversified
     portfolio of common stocks, other equity-type  securities,  bonds and money
     market  instruments.  The Fixed  Income  Portfolio  seeks to provide a high
     level of income  consistent  with the  preservation  of capital and prudent
     investment  risk  through  a  diversified   portfolio  of  marketable  U.S.
     government  and  corporate  debt  securities.   The  Short-Term  Government
     Portfolio  seeks a high level of current  income,  consistent  with minimum
     fluctuations  in  principal  value,  from  investments  primarily  in  U.S.
     government securities.  The Prime Money Market Portfolio seeks preservation
     of capital,  liquidity,  and consistent with these objectives,  the highest
     current  income,  through a  diversified  portfolio  of high  quality  debt
     obligations  with  maturities of 397 days or less,  issued or guaranteed by
     the  U.S.  government,  its  agencies  and  instrumentalities,   repurchase
     agreements  thereon,  and corporate debt  securities  including  commercial
     paper.

     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  within  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 the Initial Share
     class pays 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),  realized
     and unrealized  gains or losses on investments  are allocated to each class
     of shares based upon its relative net assets.

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements and the reported  amounts of increase and decrease in
     net assets from operations  during the period.  Actual results could differ
     from those estimates.

     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  Short-Term
     Government  Portfolio  has a capital loss  carry-over  at March 31, 1996 of
     $26,981  expiring in 2004 if not offset by subsequent  capital gains. It is
     unlikely the Board of Directors will  authorize a  distribution  of any net
     realized capital gain until the available  capital loss carry-over 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, however,
     custodial fees are not limited.  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,  transfer agent fees and expenses, 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
     Plans and Investors Management Group 401K/ESOP and Money Purchase Plans are
     all  shareholders  of the Fund as of March 31, 1996. A breakdown of each of
     their holdings is listed below.

                                                                SHARES
                                                                ------
         IASD Health Services Corp.
             Equity Portfolio                                   687,889
             Total Return Portfolio                           1,164,154
             Fixed Income Portfolio                             712,042
             Short-Term Government Portfolio                    348,308
             Prime Money Market Portfolio                     2,479,609
         IASD Health Services Savings and Investment Plan
             Equity Portfolio                                   692,573
             Total Return Portfolio                             416,946
             Fixed Income Portfolio                              40,160
             Short-Term Government Portfolio                     59,403
         IMG 401K/ESOP and Money Purchase Plan
             Equity Portfolio                                    64,435
             Total Return Portfolio                              13,490
             Fixed Income Portfolio                               6,377
             Short-Term Government Portfolio                         18

3.   INVESTMENT TRANSACTIONS

     Investment  transactions  (excluding  short-term  securities except for the
     Prime Money Market  Portfolio)  for the year ended March 31,  1996,  are as
     follows (in thousands):

<TABLE>
<CAPTION>
                                                                       FIXED               SHORT-TERM             PRIME
                            EQUITY             TOTAL RETURN            INCOME              GOVERNMENT         MONEY MARKET
                           PORTFOLIO             PORTFOLIO            PORTFOLIO            PORTFOLIO           PORTFOLIO
<S>                       <C>                   <C>                 <C>                  <C>                 <C>          
Purchases                 $6,483,397            $ 9,509,799         $ 5,864,189          $5,087,785          $ 517,076,531
Proceeds from sales       $ 6,835,286           $ 8,653,153         $ 4,860,967          $4,741,442          $ 519,019,353
</TABLE>

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.

     During the period April 1, 1995 to March 31, 1996, no  contingent  deferred
sales charges were collected.
<PAGE>

4.       CAPITAL TRANSACTIONS, CON'T.

         SHARE ACTIVITY

         The following  table  summarizes  the activity in each class of capital
shares of the Portfolios:
<TABLE>
<CAPTION>

                                                        EQUITY                      TOTAL RETURN                 FIXED INCOME
INITIAL SHARES                                         PORTFOLIO                     PORTFOLIO                    PORTFOLIO
- - --------------
For the years ended
March 31, 1996, 1995, and 1994                 1996     1995        1994      1996      1995      1994      1996     1995     1994
                                            ----------------------------------------------------------------------------------------
<S>                                         <C>      <C>        <C>       <C>       <C>       <C>        <C>      <C>      <C>   
Shares Sold                                  171,419   417,064     38,888    73,861   185,100    126,501   85,630  123,030   18,121
Shares issued in reinvestment of dividends    21,443    14,429         48    15,528    12,726         26    9,677    3,793      154
Shares exchanged                              (5,901)   81,956        163       (50)  131,778        638   (1,779)  26,548      921
Shares redeemed                              (93,542) (137,271)    (1,386) (153,532)  (67,692)   (20,444) (43,016) (38,373)    (658)
                                            ----------------------------------------------------------------------------------------
Net increase from capital share transactions  93,419   376,178     37,713   (64,193)  261,912    106,721   50,512  114,998   18,538
                                            ========================================================================================


                                                        EQUITY                      TOTAL RETURN                 FIXED INCOME
SELECT SHARES                                          PORTFOLIO                     PORTFOLIO                    PORTFOLIO
- - -------------
For the years ended
March 31, 1996, 1995, and 1994                1996     1995      1994       1996      1995      1994       1996     1995    1994
                                            --------------------------------------------------------------------------------------
<S>                                         <C>      <C>        <C>       <C>       <C>       <C>        <C>      <C>      <C>   
Shares Sold                                  228,877   256,010  1,029,488   155,831   294,364  1,242,805   33,954   35,704  619,200
Shares issued in reinvestment of dividends    65,708    71,158     10,883    82,591    82,943     20,707   45,806   40,567   25,706
Shares exchanged                               6,407   (77,664)       993       497  (161,076)       (58)   1,960  (18,690)       2
Shares redeemed                             (105,396)  (36,651)   (10,645)  (64,171)  (58,472)   (15,322) (10,794)  (3,404)    (279)
                                            ----------------------------------------------------------------------------------------
Net increase from capital share transactions 195,596   212,853  1,030,719   174,748   157,758  1,248,132   70,926   54,177  644,629
                                            ========================================================================================
</TABLE>
<PAGE>

4.   CAPITAL SHARE TRANSACTIONS, CONT.

     SHARE ACTIVITY

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

                                                              SHORT-TERM GOVERNMENT
INITIAL SHARES                                                      PORTFOLIO
- - --------------                                                               
For the period ended
March 31, 1996, 1995, and 1994                             1996       1995        1994
                                                         -------------------------------
<S>                                                        <C>       <C>         <C>
Shares Sold                                                1,228      2,891      10,488
Shares issued in reinvestment of dividends                 1,240      1,051          64
Shares exchanged                                             (67)    19,262      (1,746)
Shares redeemed                                             (210)    (7,594)     (2,411)
                                                         -------------------------------
Net increase (decrease) from capital share transactions    2,191     15,610       6,395
                                                         ===============================
</TABLE>
<TABLE>
<CAPTION>


                                                              Short-Term Government                       Prime Money Market
SELECT SHARES                                                       Portfolio                                 Portfolio
- - -------------
For the period ended
March 31, 1996, 1995, and 1994                             1996       1995        1994         1996             1995         1994

<S>                                                      <C>         <C>        <C>          <C>             <C>          <C>      
Shares Sold                                               31,175     18,016     367,388      3,986,258       3,758,731    5,017,807
Shares issued in reinvestment of dividends                22,891     18,551       9,418        294,820         222,482       98,348
Shares exchanged                                               0         (5)          0        (11,180)        (36,869)     (10,051)
Shares redeemed                                          (10,446)    (6,852)    (21,741)    (6,154,280)     (3,543,249)      (4,831)
                                                         ---------------------------------------------------------------------------
Net increase (decrease) from capital share transactions   43,620     29,710     355,065     (1,884,382)        401,095    5,101,273
                                                         ===========================================================================
</TABLE>
<PAGE>

                            CAPITAL VALUE FUND, INC.
                              FINANCIAL HIGHLIGHTS

The following presents information relating to an Initial Share of Capital Stock
of the Fund outstanding for the entire period.

<TABLE>
                                                               
                                         EQUITY                           TOTAL RETURN                        FIXED INCOME 
                                        PORTFOLIO                           PORTFOLIO                           PORTFOLIO

                                 1996        1995      1994*       1996       1995          1994*       1996       1995      1994* 
- - ------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>         <C>       <C>         <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD         $   10.615  $   10.280  $  0.000  $   10.113  $   10.131  $    0.000  $    9.654  $    9.769  $  0.000
 Shares Issued**             $    0.000  $    0.000  $ 10.000  $    0.000  $    0.000  $   10.000  $    0.000  $    0.000  $ 10.000
                             -------------------------------------------------------------------------------------------------------
                             $   10.615  $   10.280  $ 10.000  $   10.113  $   10.131  $   10.000  $    9.654  $    9.769  $ 10.000
                             -------------------------------------------------------------------------------------------------------
 Net Investment Income            0.305       0.227     0.067       0.454       0.364       0.129       0.571       0.534     0.323
 Net Realized and Unrealized
   Gains on Investments           2.214       0.758     0.353       1.263       0.233       0.223       0.417      (0.092)   (0.131)
                             -------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
 OPERATIONS                       2.519       0.985     0.420       1.717       0.597       0.352       0.988       0.442     0.192
                             -------------------------------------------------------------------------------------------------------
LESS:
 Distributions from Net
   Investment Income              0.301       0.234     0.113       0.446       0.364       0.192       0.560       0.547     0.373
 Distributions from Net
   Realized Gains                 0.274       0.416     0.270       0.098       0.251       0.029       0.000       0.010     0.050
                             -------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS               0.575       0.650     0.140       0.544       0.615       0.221       0.560       0.557     0.423
                             -------------------------------------------------------------------------------------------------------
NET ASSET VALUE,
 END OF PERIOD               $   12.559  $   10.615  $ 10.280  $   11.285  $   10.113  $   10.131  $   10.081  $    9.654  $  9.769
                             =======================================================================================================
Total Return                      23.90%       9.78%     3.59%      17.12%       6.16%       2.72%      10.28%       4.59%     1.23%
Net Assets, End Of Period    $6,371,666  $4,393,338  $387,682  $3,435,711  $3,727,846  $1,081,193  $1,855,470  $1,289,091  $181,094
Ratio of Expenses to
 Average Net Assets                1.57%       1.57%     1.52%       1.57%       1.57%       1.52%       1.52%       1.52%     1.47%
Ratio of Net Investment Income
 to Average Net Assets             2.56%       2.31%     1.28%       4.13%       4.04%       2.25%       5.52%       6.10%     4.21%
Portfolio Turnover Rate           35.91%      55.19%    12.52%      52.11%      67.00%      38.74%      57.15%      60.36%    70.83%
Average Commission Rate Paid
 to Brokers                        0.27%       0.00%     0.00%       0.27%       0.00%       0.00%        --          --        -- 

  * From inception of the Fund May 20, 1993.
 ** First purchase 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.
</TABLE>

The following presents information relating to an Initial Share of Capital Stock
of the Fund outstanding for the entire period.

                                       SHORT-TERM
                                       GOVERNMENT
                                        PORTFOLIO 

                                      1996           1995              1994**
- - --------------------------------------------------------------------------------
NET ASSET VALUE, 
 BEGINNING OF PERIOD               $  9.649        $  9.765        $    0.000
 Shares Issued**                   $  0.000        $  0.000        $   10.000
                                  --------------------------------------------
                                   $  9.649        $  9.765        $   10.000
                                  --------------------------------------------

 Net Investment Income                0.522           0.452             0.211
 Net Realized and Unrealized
   Gains on Investments               0.172          (0.098)           (0.248)
                                  --------------------------------------------
TOTAL FROM INVESTMENT
 OPERATIONS                           0.693           0.354            (0.037)
                                  --------------------------------------------

LESS:
 Distributions from Net 
   Investment Income                  0.526           0.460             0.188
 Distributions from Net
   Realized Gains                     0.000           0.010             0.010
                                  --------------------------------------------
TOTAL DISTRIBUTIONS                   0.526           0.470             0.198
                                  --------------------------------------------

NET ASSET VALUE,
 END OF PERIOD                     $  9.816        $  9.649        $    9.765
                                  ============================================

Total Return                           7.27%           3.73%            -0.10%
Net Assets, End Of Period          $237,507        $212,334        $   62,450
Ratio of Expenses to
 Average Net Assets                    1.52%           1.52%             1.48%
Ratio of Net Investment Income
 to Average Net Assets                 5.26%           4.87%             3.50%
Portfolio Turnover Rate              145.86%          79.19%            69.79%
Average Commission Rate Paid
 to Brokers                              --              --                --
  
  * From inception of the Fund May 20, 1993.
  ** First purchase 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.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                          FINANCIAL HIGHLIGHTS (CONT.)


The following presents  information  relating to a Select Share of Capital Stock
of the Fund outstanding for the entire period.

<TABLE>
<CAPTION>

                                         EQUITY                          TOTAL RETURN                          FIXED INCOME
                                        PORTFOLIO                          PORTFOLIO                             PORTFOLIO
                               1996       1995      1994*         1996        1995        1994*        1996        1995       1994*
- - ------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>         <C>         <C>         <C>         <C>         <C>          <C>         <C>        <C>
NET ASSET VALUE, 
 BEGINNING OF PERIOD     $    10.603 $    10.266 $    10.000 $     9.932 $     9.966 $    10.000  $    9.566  $    9.682 $   10.000
                         -----------------------------------------------------------------------------------------------------------

 Net Investment Income         0.359       0.271       0.146       0.500       0.418       0.225       0.611       0.580      0.414
 Net Realized and Unrealized 
  Gains on Investments         2.219       0.750       0.291       1.241       0.215      (0.007)      0.419      (0.109)    (0.269)
                         -----------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT 
  OPERATIONS                   2.578       1.021       0.437       1.741       0.633       0.218       1.030       0.471      0.145
                         -----------------------------------------------------------------------------------------------------------

LESS:
 Distributions from Net 
  Investment Income            0.359       0.268       0.144       0.500       0.416       0.223       0.609       0.577      0.413
 Distributions from Net 
  Realized Gains               0.274       0.416       0.027       0.098       0.251       0.029       0.000       0.010      0.050
                         -----------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS            0.633       0.684       0.171       0.598       0.667       0.252       0.609       0.587      0.463
                         -----------------------------------------------------------------------------------------------------------

NET ASSET VALUE, 
  END OF PERIOD          $    12.548 $    10.603 $    10.266 $    11.075 $     9.932 $     9.966  $    9.987  $    9.566 $    9.682
                         ===========================================================================================================

Total Return                   24.52%      10.31%       4.38%      17.70%       6.69%       2.18%      10.84%       5.12%      1.20%
Net Assets, 
 End of Period           $18,083,168 $13,206,738 $10,602,115 $17,527,536 $13,983,288 $12,458,913  $7,706,923  $6,703,664 $6,260,971
Ratio of Expenses to 
  Average Net Assets            1.07%       1.07%       1.03%       1.07%       1.07%       1.03%       1.02%       1.02%      0.98%
Ratio of Net Investment Income 
  to Average Net Assets         3.06%       2.68%       1.76%       4.63%       4.30%       2.63%       6.03%       6.14%      4.73%
Portfolio Turnover Rate        35.91%      55.19%      12.52%      52.11%      67.00%      38.74%      57.15%      60.36%     70.83%
Average Commission Rate Paid 
  to Brokers                    0.27%       0.00%       0.00%       0.27%       0.00%       0.00%       --          --           --


</TABLE>


*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.
<PAGE>

                            CAPITAL VALUE FUND, INC.
                          FINANCIAL HIGHLIGHTS (CONT.)


The following presents  information  relating to a Select Share of Capital Stock
of the Fund outstanding for the entire period.

<TABLE>
<CAPTION>

                                             Short-Term Government                      Prime Money Market
                                                  Portfolio                                 Portfolio
                                      1996          1995         1994*         1996           1995          1994*
- - ------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>           <C>           <C>           <C>           <C>
NET ASSET VALUE, 
 BEGINNING OF PERIOD            $     9.776   $     9.886   $    10.000   $     1.000   $     1.000   $     1.000
                                ----------------------------------------------------------------------------------

 Net Investment Income                0.578         0.507         0.309         0.051         0.042         0.022
 Net Realized and Unrealized 
   Gains on Investments               0.175        (0.101)       (0.105)        0.000         0.000         0.000
                                ----------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS      0.753         0.406         0.204         0.051         0.042         0.022
                                ----------------------------------------------------------------------------------

LESS:
 Distributions from Net 
   Investment Income                  0.574         0.506         0.308         0.051         0.042         0.022
 Distributions from Net 
   Realized Gains                     0.000         0.010         0.010         0.000         0.000         0.000
                                ----------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                   0.574         0.516         0.318         0.051         0.042         0.022
                                ----------------------------------------------------------------------------------

NET ASSET VALUE, 
   END OF PERIOD                $     9.954   $     9.776   $     9.886   $     1.000   $     1.000   $     1.000
                                ==================================================================================

Total Return                           7.81%         4.25%         2.05%         5.13%         4.20%         2.18%
Net Assets, End of Period       $ 4,283,405   $ 3,781,009   $ 3,530,041   $ 3,637,446   $ 5,522,368   $ 5,121,273
Ratio of Expenses to 
  Average Net Assets                   1.03%         1.02%         0.98%         0.78%         0.77%         0.74%
Ratio of Net Investment Income  
  to Average Net Assets                5.76%         5.21%         3.62%         5.15%         4.27%         2.53%
Portfolio Turnover Rate              145.86%        79.19%        69.79%


</TABLE>

*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.
<PAGE>

                          INDEPENDENT AUDITORS' REPORT



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

We have  audited the  statements  of assets and  liabilities  for the year ended
March 31, 1996,  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,  and the related  statements of operations
for the year then ended, and the statements of changes in net assets for each of
the years in the 2-year period then ended, and financial  highlights for each of
the years in the  2-year  period  then ended 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 requested
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, 1996,
and the results of their  operations for the year then ended, and the changes in
their net assets for each of the years in the 2-year period then ended,  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 26, 1996

<PAGE>

                          IMG Financial Services, Inc.
                                2203 Grand Avenue
                           Des Moines, Iowa 50312-5338
                                 1-800-798-1819


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