CAPITAL VALUE FUND INC
N-30D, 1997-05-29
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CAPITAL VALUE FUND, INC.
ANNUAL FINANCIAL REPORT
MARCH 31, 1997


EQUITY PORTFOLIO

TOTAL RETURN PORTFOLIO

FIXED INCOME PORTFOLIO

SHORT-TERM GOVERNMENT PORTFOLIO

PRIME MONEY MARKET PORTFOLIO
<PAGE>
May 1997



Dear Shareholders:

We are pleased to present the investment results for your Capital Value Fund for
the fiscal year ending,  March 31, 1997. Combined assets of the Fund totaled $47
million at year end.

The last twelve months have provided a wide range of investment  experiences  to
investors.  The bond market  returned an uninspiring,  if fairly  typical,  4.91
percent  over the period.  But much of that  return came in the last  quarter of
1996. Prior to that time, bond investors struggled to stay even.

The stock market was even more of a mixed bag.  Measured by the S&P 500 -- which
is heavily market-weighted to very large capitalization, international companies
- - -- the stock  market went up 19.83  percent  during the period.  Domestic  stock
funds, however, returned an average of only 11.75 percent (as measured by Lipper
Analytical Services).  Smaller companies, as measured by the Russell 2000 index,
rose only 3.56 percent (down from their May 1996 peaks).

Why this  dichotomy  in  relative  performance?  Bonds and the vast  majority of
stocks have been  hampered in the last year by concerns  over rising  inflation,
particularly in the area of wages. Inflation concerns have caused bond yields to
rise,  hurting  bond prices.  Higher  yields  traditionally  begin to hurt stock
valuations  at around the 7 percent  level,  as more  investors are persuaded to
move money from  stocks to bonds.  In our view,  the real  anomaly  has been the
strong return in the S&P 500 stocks.  To some extent, we see this as a flight to
quality  following  strong gains in 1995 and early 1996, and record inflows into
passively managed index funds.

Going forward we are  positioned for continued low  inflation,  somewhat  higher
bond  yields in the near  term,  and a long  term  scenario  of slower  earnings
growth.  While overall this presents a favorable  climate for both the stock and
bond  market,  we do  expect  some  choppiness  along  the way.  Our  investment
rationale is discussed in greater detail in the portfolio managers' commentaries
which follow.

Thank  you  for  your  investment  in  the  Capital  Value  Fund.   Please  call
1-800-798-1819 with any questions you may have.


Sincerely,




Robert G. Millen                            David W. Miles
Chairman, Capital Value Fund, Inc.          President, Capital Value Fund, Inc.
President, Capital Value Corporation        Senior Managing Director
                                            Investors Management Group
<PAGE>
                         Capital Value Equity Portfolio

For the 12-month  period ended March 31, 1997,  the Equity  Portfolio  generated
total  returns of 6.79  percent  and 7.33  percent  for the  Initial  and Select
shares,  respectively.  These  returns  fell short of the 19.83  percent  return
generated by the S&P 500 Composite and the 11.75 percent return  produced by the
average equity mutual fund tracked by Lipper Analytical Services.

The bull run in  equities  during  the period  was  interrupted  only by a brief
correction in July and by another  modest  decline in late March.  However,  the
second  drop did not  prevent  the market  from  posting  its ninth  consecutive
quarter of positive  returns,  the longest such streak since the 1950s.  The S&P
500 has now climbed a phenomenal  69.97 percent from December 1994 through March
1997, ranking among the best two-year market rallies on record.

The Portfolio's  shortfall  relative to the S&P 500 primarily  resulted from (1)
general  underrepresentation  of the core group of blue-chip stocks in which the
market's  advance has recently  been  concentrated  and (2) an  overemphasis  on
interest-sensitive sectors of the market.

This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment in the Fund, made at the Fund's inception,  with a similar investment
in the  Standard  & Poor's  500  Stock  Index  ("S&P").  The S & P 500,  a broad
market-weighted  average dominated by blue-chip stocks, is an unmanaged group of
stocks whose  composition  is different  from the Fund.  Total  returns  include
changes in share prices and the  reinvestment  of all dividends and capital gain
distributions.  Performance data quoted represents past performance, which is no
indication  of  future  performance,  and  will  differ  for each  share  class.
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. A
$10,000  investment in the Fund's  initial  shares at inception on 5/30/93 would
have been valued at $14,219 on 3/31/97.  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 amounts.
<PAGE>

First, although the duration and magnitude of this advance have been impressive,
its  breadth has left  something  to be desired.  Market  leadership  has become
progressively more selective as the up cycle has matured, particularly following
the June-July  correction that hit secondary  stocks  especially hard. While the
blue-chip  S&P 500 and Dow Jones  Industrials  both  gained  17-18  percent on a
capital  appreciation  basis in the 12-month  period,  the NASDAQ  Composite and
Russell  2000 rose  10.92  percent  and 3.56  percent,  respectively,  with both
indexes closing out the period below their May 1996 peaks. Moreover, performance
was highly concentrated even within the major blue-chip averages. The largest 10
companies in the S&P 500 were up 29.20  percent in the 12 months ended March 31,
compared  with a median gain of 10.50 percent for the remaining 490 companies in
the index.

With  regard  to  the   interest-sensitive   sectors,  the  Portfolio  had  been
significantly  overweighted in electric and telecommunications  utilities during
the  latter  half of 1995 and  throughout  1996 based on our  expectations  that
market  leadership  would  rotate  into   interest-sensitive   and  economically
defensive stocks.  However, the utilities stocks peaked in January 1996 and have
substantially   underperformed  the  market  in  the  period  since,  reflecting
heightening  fears over the impact of  power-market  deregulation as well as the
sharp  increase in  long-term  interest  rates over the period.  We have sharply
pared back our exposure to this sector,  as discussed  below. In addition to its
utilities  position,  the Portfolio held an  approximate 16 percent  position in
long-term  Treasury bonds during  mid-1995  through late 1996.  After  initially
performing  well,  the bonds  came under  pressure  in the first half of 1996 on
fears that the economy  and  inflation  were set to heat up. The bonds  recouped
some of their losses during the October-November rally and were sold in November
and December.  Nonetheless,  the bond position significantly  underperformed the
stock market during the period in which it was held.

On the positive side, the Portfolio's positions in drug and regional bank stocks
performed   well   throughout   the  period.   In  addition,   the   Portfolio's
underweighting  in both cyclical and technology  stocks throughout the year paid
off as both areas lagged the broader market during the period.

On a sector  basis,  we have  implemented  a number of  changes  in the past two
quarters.  First, we have pared back the  interest-sensitivity  of the portfolio
with the sale of the  Portfolio's  Treasury bond position in the fourth  quarter
and a sharp reduction in the Portfolio's  weighting in electric utilities in the
fourth and first quarters. Second, we have pulled up the Portfolio's position in
energy stocks to roughly a market weight.  Energy has historically  been a solid
defensive  haven of the  marketplace  and the group  continues to represent good
relative  value,  in our  opinion.  Finally,  we have  boosted  the  Portfolio's
position in the consumer  nondurables  sector to modestly above its weighting in
our benchmark from an underweighted position. In addition to these sector moves,
we added two new cyclical stocks and a new holding in the technology sector.

Our stock  selection  strategy is to continue to  emphasize  companies  with the
ability to expand earnings in an environment characterized by modest real growth
and little corporate pricing power. With the economic expansion embarking on its
seventh year and with enormous gains from corporate  downsizing  already booked,
the leverage for the sizable  profit  gains of recent years is  diminishing.  In
addition,  wage  pressures  are heating up and the U.S.  dollar has  appreciated
dramatically,  both of which will put the  squeeze on  profits.  Several  profit
"pre-announcements"  for the first  quarter  already  suggest  that Wall  Street
earnings estimates for 1997 may need to be revised downward.

Our  sector   strategy   continues  to  emphasize   consumer   nondurables   and
interest-sensitive     groups,    including    banks,    insurance    companies,
telecommunications  utilities and electric utilities.  We remain underexposed to
technology and cyclical stocks, although valuations in both groups have improved
to the point where we have initiated small new positions in both areas.


Douglas R. Ramsey, CFA
Portfolio Manager

<PAGE>
                           Capital Value Total Return

For the  12-month  period  ended  March 31,  1997,  the Total  Return  Portfolio
increased in value with Initial and Select  shares  achieving  total  returns of
4.65 percent and 5.16 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 12.30 percent.

The stock market  outperformed the bond market  dramatically over the last year.
19.83 percent versus 4.91 percent.  The Total Return  Portfolios  were penalized
during the year primarily due to our expectations  for a slowing economy.  Based
on this  outlook,  we  allocated  60  percent of the  Portfolio  to bonds and 40
percent  to stocks  during  most of the last  twelve  months.  In  addition,  we
selected defensive stocks and held long-term bonds.

Due to large employment gains over the last twelve months, the financial markets
have  anticipated  faster economic growth and the potential for higher inflation
As a result,  long-term  interest  rates rose to 7.20 percent during the period.
Wage  increases have averaged 4 percent this year from 3 percent a year ago, and
the  unemployment  rate has declined to near 5 percent.  

This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment in the Fund, made at the Fund's inception,  with a similar investment
in the Standard & Poor's 500 Stock Index ("S&P 500") and in the Lehman Aggregate
Index.  The shares of the Fund are  divided  into  "Initial  Shares" and "Select
Shares".  Each  of  the  indexes  is an  unmanaged  group  of  securities  whose
composition is different from the Fund. The S & P 500 is a broad market-weighted
average dominated by blue-chip stocks.  The Lehman Aggregate includes fixed rate
debt issues rated investment  grade or higher.  Total returns include changes in
share prices and  reinvestment of all dividends and capital gain  distributions.
Performance data quoted represents past  performance,  which is no indication of
future performance,  and will differ for each share class. 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.  A $10,000  investment  in the
Fund's  initial shares at inception on 5/30/93 would have been valued at $12,838
on  3/31/97.  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 amounts.
<PAGE>

Neverthless,  we expect  inflation to stay low. U.S.  corporations  lack pricing
power.  Gold prices are hovering near $350 per ounce, down from $410 per ounce a
year ago.  Industrial  commodity prices have been flat. The strength of the U.S.
dollar also restrains  inflation as domestic  producers struggle to compete with
imported goods.

Most  importantly  the  Federal  Reserve has adopted  price  stability  as their
primary policy objective.  The Fed raised the Federal Funds rate by 0.25 percent
at the end of March.  This action was taken as a preemptive step. As long as the
Fed  continues to err on the side of price  stability,  fears of inflation  will
dissipate.  For now,  long-term  bond  yields  are  likely to be  volatile,  but
inflation pressures are limited and eventually  long-term bond yields are likely
to move lower.

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 profit growth is slowing.  Therefore,  we continue to overweight bonds
in the  Portfolio.  The  current  asset  allocation  is 57 percent  bonds and 43
percent stocks.

The equity  portion of the Portfolio  continues to emphasize  companies with the
ability to expand earnings in an environment characterized by modest real growth
and little corporate pricing power. With the economic expansion embarking on its
seventh year and the enormous  profit gains from  corporate  downsizing  already
realized,  the  potential  for the  sizable  profit  gains  of  recent  years is
diminishing.  In addition,  wages are rising and the U.S. dollar has appreciated
dramatically, both of which will also pressure profits.

On an equity sector basis,  we have  implemented a number of changes in the past
two  quarters.  First,  we  have  pared  back  the  interest-sensitivity  of the
portfolio  by  reducing  the  weighting  in  electric  utilities,  although  the
Portfolio is still  overweighted in this sector.  Second,  we have increased the
Portfolio's   weighting  in  energy  stocks  to  a  market  weight.  Energy  has
historically  been a solid  defensive  haven of the  marketplace  and the  group
continues  to  represent  good  relative  value.  Finally,  we have  boosted the
Portfolio's   position  in  the   consumer   nondurables   sector  to  a  modest
overweighting.  In addition,  two new  cyclical  stocks and a new holding in the
technology sector were added, since valuations in both groups have improved.

Since  inflation  pressures are limited in our view,  long-term  bond yields are
likely to move lower over the next  twelve  months.  The  duration  of the fixed
income  portion of the Portfolio is currently 10 percent  longer than the index.
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 corporate
profitability  weakens.  We  have  augmented  the  yield  of  the  Portfolio  by
purchasing  taxable  municipal  bonds.  These bonds provide  yields greater than
corporate bonds and are less sensitive to the economic cycle.

In  conclusion,  the  Portfolio  is  positioned  for an  environment  of slowing
corporate  profitability and moderate inflation.  In this environment  long-term
interest rates should  eventually  decline as inflation fears  dissipate.  Bonds
should  provide   attractive   returns  relative  to  stocks  and  stocks  which
demonstrate the ability to continue to generate profit growth should  outperform
those with more volatile earnings.




Douglas R. Ramsey, CFA                       Kathryn D. Beyer, CFA
Portfolio Manager                            Portfolio Manager

<PAGE>
                      Capital Value Fixed Income Portfolio

The Capital Value Fixed Income  Portfolio's  investment  objective is to provide
the highest level of income possible  consistent  with  preservation of capital.
The Portfolio  produced a 12-month total return for Initial and Select Shares of
3.63 percent and 4.15  percent  respectively,  compared to the Lehman  Aggregate
Index of 4.91 percent.

The last twelve  months in the bond market have  continued  to be volatile  with
long-term interest rates fluctuating between 6.35 percent and 7.20 percent. This
increased  volatility has been driven by  inconsistent  economic data and a more
cautious bond investor.

Recently,  that data suggests an economy that is growing  faster than  expected.
Domestic  car sales  remain  strong,  manufacturing  activity is picking up, and
housing activity is robust. These are all signs of an expanding economy. Much of
this growth is primarily due to strong consumer spending. With consumer spending
accounting for about two-thirds of overall economic  activity,  one would expect
somewhat  accelerated growth in the near term. Although the economy demonstrates
continued  strength,  the inflation  environment remains benign. The only upward
sign of  inflationary  pressure is in employee  wages. A relatively  tight labor
market has  accelerated  wage  growth  this year to 4 percent  from last years 3
percent,  while forcing the unemployment  rate to near 5 percent.  While this is
concerning,  most other signs of inflation  remain  quite low.  Gold prices have
fallen to $350 per ounce from a high last year near  $410.  The  Consumer  Price
Index and the Producer  Price Index both show  inflation  rising about 3 percent
year over year. Most recently the National  Purchasing Managers Index pointed to
lower prices amongst general businesses.

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 Lehman  Aggregate,  which includes fixed rate
debt  issues  rated  investment  grade  or  higher,  is an  unmanaged  group  of
securities  whose  composition is different from the Fund. Total returns include
changes in share  prices and  reinvestment  of all  dividends  and capital  gain
distributions.  Performance data quoted represents past performance, which is no
indication  of  future  performance,  and  will  differ  for each  share  class.
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. A
$10,000  investment in the Fund's  initial  shares at inception on 5/30/93 would
have been valued at $11,686 on 3/31/97.  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 amounts.
<PAGE>

With the  persistent  strength of the economy and wage  pressures  mounting,  we
believe further short term interest rate hikes are probable.  Historically,  the
Fed has never moved just once, upward or downward. However, we do believe future
hikes  will be limited  to a total of 25 to 50 basis  points.  We also feel that
consumer spending growth is likely to decline going forward. The higher level of
consumer debt, with a rising  delinquency rate, will curtail consumer  spending.
This should lead to slower GDP growth by late this year.

Our outlook  calls for inflation to remain low. The recent hike in the Fed Funds
target,  together with further  hikes we expect,  should reduce the tightness in
labor  and  force  the  unemployment  rate  back  toward  6  percent.  Remaining
inflationary  indicators should remain contained.  A rising production  capacity
with few supply  bottlenecks  will limit  businesses  from raising prices at the
sacrifice of market share.

Our current fixed income strategy  focuses on a weakening  economy by later this
year.  We remain  cautious  in the near term of further  short term rate  hikes.
These hikes tend to push long rates  higher as well.  We believe that a possible
7.20  percent  long bond will  provide  attractive  opportunities  for long term
profits.  We are  currently  neutral to the shape of the yield  curve and remain
underweighted  in bonds which carry call risk. We emphasize a portfolio which is
higher in yield to capture  incremental income. We remain cautious toward higher
rates,  but will become more aggressive as rates reach excessive levels relative
to inflation.

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




Jeffrey D. Lorenzen, CFA                             Kathryn D. Beyer, CFA
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
4.23  percent  and 4.76  percent  respectively,  versus the total  return of the
Lehman 1-3 year Government Index of 5.37 percent.  Since inception,  Initial and
Select  Shares  have  provided  an  annualized  return of 4.22  percent  at 4.86
percent,  ranking them in the top one-third of all  Short-Term  U.S.  Government
Funds tracked by Lipper Analytical Services.

During  the last  twelve  months,  short-term  interest  rates  have  risen over
one-half percent.  The Federal Reserve recently raised the Federal Funds rate by
one-quarter  percent  and is expected  to raise this rate  further.  The Federal
Reserve's  biggest  concern is the potential for increased  inflation due to the
tightness  of the labor  market.  The  unemployment  rate has declined to near 5
percent and average hourly earnings have  accelerated to a 4 percent annual rate
from 3  percent a year  ago.  

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 Lehman 1-3 Years Government Index,
which includes fixed rate debt issues rated  investment  grade or higher,  is an
unmanaged  group of securities  whose  composition  is different  from the Fund.
Total returns include changes in share prices and  reinvestment of all dividends
and  capital  gain  distributions.   Performance  data  quoted  represents  past
performance,  which is no indication of future performance,  and will differ for
each share class.  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. A $10,000 investment in the Fund's initial shares at inception on
5/30/93  would have been  valued at  $11,178 on  3/31/97.  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 amounts.
<PAGE>

The  short-term  portion of the yield curve has  steepened  over the last twelve
months,  since more rate hikes are anticipated.  The yield differential  between
three-month Treasury bills and three-year Treasury notes has increased from 0.75
percent to 1.25 percent.

Despite a recent jump in wages, most inflation  indicators remain subdued.  Gold
prices are hovering near $350 per ounce down from $410 per ounce a year ago, and
industrial  commodity  prices have been flat over the last year. The strength of
the dollar also restrains  inflation as U.S.  manufacturers  struggle to compete
with imported products.

Most  importantly,  the Federal  Reserve has adopted  price  stability  as their
primary policy objective. The Fed raised rates in March as preemptive measure to
avoid  inflation.  As long  as the Fed  continues  to err on the  side of  price
stability, inflation is likely to remain under control.

Over the past 40 years the  inflation-adjusted  or "real" Federal Funds rate has
averaged about 1.75 percent.  At 5.50 percent,  the "real" Federal Funds rate is
now more than 2.50  percent.  Typically,  when the real Funds rate has  exceeded
3.00 percent, the U.S. economy has dipped into recession. The Federal Reserve is
likely to raise short-term  interest rates further near-term;  it is clearly not
their intention to push the economy into a recession.

Since  short-term  interest  rates are likely to rise  further over the next six
months, the average maturity of the portfolio has been reduced from 2.5 years to
1.9 years.  We plan to maintain  this  posture,  until the potential for further
short-term interest rate hikes diminishes.

In summary,  the Portfolio is positioned for a higher  short-term  interest rate
environment.  We plan to closely  monitor the average  maturity  and yield curve
posture of the portfolio as market conditions  change. As always, we continue to
analyze yield enhancement  opportunities  within the parameters  outlined in the
prospectus.




Kathryn D. Beyer, CFA                                Jeffrey D. Lorenzen, CFA
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,  1997,  the Prime Money  Market  portfolio  7-day yield was 4.84
percent  compared  to the  Donoghue  First  Tier Money  Fund  Composite  of 4.74
percent.

The Prime Money Market  Portfolio  currently  holds 24.81  percent in repurchase
agreements, 21.57 percent in corporate obligations,  22.56 percent in government
and agency  securities,  1.46  percent in agency  mortgage-backed  pools,  10.21
percent in taxable  municipal  bonds, and 19.04 percent in high grade commercial
paper.  Within these,  47.7 percent adjust within a one week period and are very
sensitive to interest  rates.  The remaining 52.3 percent of the holdings mature
between 14 and 397 days.

During the last 12  months,  the  one-year  Treasury  bill  yield has  increased
sixty-two  basis  points from 5.39  percent to 6.01  percent,  reaching a low in
November of 5.36.  Over this period,  the short-term  portion of the yield curve
has steepened  with a 35 basis point  increase in 6-month  yields and a 62 basis
point increase in 1-year yields.

This  increase in  short-term  rates can be  attributed  to the shift in Federal
Reserve Monetary Policy.  Recently, the Fed tightened policies by increasing the
fed  funds  rate by a  quarter  percent  as a means  to  slow  economic  growth.
Short-term interest rates stabilized and then increased over the last quarter as
investors  expected the Fed Funds rate to rise after the March FOMC meeting.  At
this  time,  we  look  for  short-term  interest  rates  to  continue  to  rise.
Histroically, the Fed's decision to raise short-term rates is typically followed
by a second  rate hike.  With this view,  we  continue  to  purchase  first tier
corporate  securities  in the  6-month to  12-month  part of the yield  curve to
capture more yield  without  adding a large amount of risk and at the same time,
continue to hold a large amount of the portfolio in the 1-week range in order to
capture higher yields as rates increase.

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
Portfolio Manager                                  Portfolio Manager

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

MR.  RAMSEY  SERVES AS IMG'S EQUITY  STRATEGIST.  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.

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

<PAGE>
                                EQUITY PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1997

  SHARE/
 PAR VALUE    DESCRIPTION                                               VALUE
- - --------------------------------------------------------------------------------
COMMON STOCK (94.93%)
BASIC MATERIALS (6.69%)
    7,100     Great Lakes Chemical                                  $   326,600
   11,700     International Paper Co.                                   454,838
   12,600     Sonoco Products Co.                                       340,200
                                                                 --------------
                                                                      1,121,638
                                                                 --------------
CONSUMER CYCLICALS (10.63%)
   10,900     American Greetings                                        348,116
   10,700     Genuine Parts Co.                                         498,888
    9,200     Goodyear Tire & Rubber Co.                                480,700
   11,400     Knight-Ridder Inc.                                        454,575
                                                                 --------------
                                                                      1,782,279
                                                                 --------------

CONSUMER STAPLES (17.86%)
   14,600     Albertson's Inc.                                          496,400
   12,900     Hormel Foods Corp.                                        330,562
    4,800     Kimberly-Clark Corp.                                      477,000
   17,700     Luby's Cafeterias, Inc.                                   329,663
   13,800     Newell Company                                            462,300
   14,800     Sysco Corp.                                               505,050
   14,200     UST, Inc.                                                 395,825
                                                                 --------------
                                                                      2,996,800
                                                                 --------------

HEALTH CARE (8.50%)
    8,600     Abbott Laboratories                                       482,675
    7,600     Bristol-Meyers Squibb Co.                                 448,400
   13,530     Pharmacia & Upjohn, Inc.                                  495,536
                                                                 --------------
                                                                      1,426,611
                                                                 --------------

ENERGY (9.13%)
    3,800     Atlantic Richfield Co.                                    513,000
    7,200     Chevron Corp.                                             501,300
    4,800     Exxon Corp.                                               517,200
                                                                 --------------
                                                                      1,531,500
                                                                 --------------

FINANCIALS (19.67%)
    6,100     Ambac Inc.                                                393,450
   16,200     American Heritage Life                                    384,750
   10,570     Banc One Corp.                                            420,158
    8,600     Chubb Corp.                                               463,324
    4,800     J.P. Morgan & Co.                                         471,600
    7,400     Key Corp.                                                 360,750
    8,700     National City Corp.                                       405,638
    7,500     Providan                                                  401,250
                                                                 --------------
                                                                      3,300,920
                                                                 --------------

See notes to financial statements.
<PAGE>

                            EQUITY PORTFOLIO (CONT.)
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1997

  SHARE/
 PAR VALUE    DESCRIPTION                                              VALUE
- - --------------------------------------------------------------------------------
INDUSTRIAL SERVICES (4.91%)
    6,200     Grainger (W.W.), Inc.                                  $  458,800
   11,900     WMX Technologies, Incorporated                            364,438
                                                                 --------------
                                                                        823,238
                                                                 --------------

TECHNOLOGY (2.86%)
   11,900     Electronic Data Systems                                   480,463
                                                                 --------------

COMMUNICATIONS SERVICES (6.96%)
    5,400     Ameritech Corporation                                     332,100
   14,700     AT&T Corp.                                                510,825
    7,100     Nynex Corporation                                         323,938
                                                                 --------------
                                                                      1,166,863
                                                                 --------------

UTILITIES (7.72%)
   15,000     Central & Southwest Corporation                           320,625
   12,500     Central Louisiana Electric                                328,125
   15,300     South Jersey Industries                                   327,038
   12,300     WPS Resources Corp.                                       319,800
                                                                 --------------
                                                                      1,295,588
                                                                 --------------

              Total Common Stocks
              (Cost $14,265,281)                                     15,925,900
                                                                 --------------

CASH EQUIVALENTS (2.33%)
COMMERCIAL PAPER (2.32%)
  391,000     Merrill Lynch Commercial Paper, 4/01/97                   391,000

MONEY MARKET MUTUAL FUNDS (0.01%)
      378     Norwest Cash Investment Fund, 5.10%                           378
                                                                 --------------

              Total Cash Equivalents
              (Cost $391,308)                                           391,378
                                                                 --------------

              TOTAL INVESTMENTS IN SECURITIES (97.26%)
              (Cost $14,656,589)                                     16,317,278

              Other Assets and Liabilities, Net (2.74%)                 459,962
                                                                 --------------

              NET ASSETS 100.0%                                     $16,777,240
                                                                 ==============




Based on the cost of investments of $14,656,589  for federal income tax purposes
at March 31, 1997, the aggregate gross  unrealized  appreciation was $2,252,485,
the aggregate gross unrealized  depreciation was $591,796 and the net unrealized
appreciation was $1,660,689

See notes to financial statements.
<PAGE>

                             TOTAL RETURN PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1997

  SHARE/
 PAR VALUE    DESCRIPTION                                              VALUE
- - --------------------------------------------------------------------------------
COMMON STOCK (43.17%)
BASIC MATERIALS (2.59%)
    3,700     International Paper Co.                                 $ 143,838
    6,300     Sonoco Products Co.                                       170,100
                                                                 --------------
                                                                        313,938
                                                                 --------------

CONSUMER CYCLICALS (5.62%)
    5,100     American Greetings                                        162,881
    4,200     Genuine Parts Co.                                         195,825
    3,100     Goodyear Tire and Rubber Co.                              161,975
    4,000     Knight-Ridder Inc.                                        159,500
                                                                 --------------
                                                                        680,181
                                                                 --------------

CONSUMER STAPLES (8.04%)
    5,300     Albertson's Inc.                                          180,200
    6,200     Hormel Foods Corp.                                        158,875
    6,700     Luby's Cafeterias                                         124,788
    5,900     Newell Company                                            197,650
    4,800     Sysco Corp.                                               163,800
    5,300     UST, Inc.                                                 147,736
                                                                 --------------
                                                                        973,049
                                                                 --------------

HEALTH CARE (4.04%)
    2,700     Abbott Laboratories                                       151,538
    2,400     Bristol-Meyer Squibb Co.                                  141,600
    5,325     Pharmacia & Upjohn, Inc.                                  195,028
                                                                 --------------
                                                                        488,166
                                                                 --------------

ENERGY (4.38%)
    1,200     Atlantic Richfield                                        162,000
    2,500     Chevron Corp.                                             174,062
    1,800     Exxon Corp.                                               193,950
                                                                 --------------
                                                                        530,012
                                                                 --------------

FINANCIALS (8.97%)
    2,300     Ambac Inc.                                                148,350
    6,500     American Heritage Life                                    154,375
    3,440     Banc One Corp                                             136,740
    2,900     Chubb Corp.                                               156,238
    3,000     Key Corp.                                                 146,250
    3,800     National City Corp.                                       177,175
    3,100     Providian                                                 165,850
                                                                 --------------
                                                                      1,084,978
                                                                 --------------

INDUSTRIALS (2.45%)
    2,100     Grainger (W.W.), Inc.                                     155,400
    4,600     WMX Technologies, Incorporated                            140,875
                                                                 --------------
                                                                        296,275
                                                                 --------------
See notes to financial statements.
<PAGE>

                         TOTAL RETURN PORTFOLIO (CONT.)
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1997

  SHARE/
 PAR VALUE    DESCRIPTION                                              VALUE
- - --------------------------------------------------------------------------------
TECHNOLOGY (1.10%)
    3,300     Electronic Data Systems                                 $ 133,238
                                                                 --------------

COMMUNICATIONS SERVICES (2.88%)
    1,800     Ameritech Corporation                                     110,700
    4,200     AT&T Corp.                                                145,950
    2,000     Nynex Corporation                                          91,250
                                                                 --------------
                                                                        347,900
                                                                 --------------

UTILITIES (3.10%)
    4,200     Central & S.W. Corp.                                       89,775
    3,800     Central Louisiana Electric                                 99,750
    4,200     South Jersey Industries                                    89,775
    3,700     WPS Resources Corp                                         96,200
                                                                 --------------
                                                                        375,500
                                                                 --------------

              Total Common Stocks
              (Cost $4,784,166)                                       5,223,237
                                                                 --------------

U.S. GOVERNMENT SECURITIES (8.98%)
U.S. TREASURY BONDS (5.32%)
  400,000     U.S. T-Bond, 7.25%, 5/15/16                               402,168
  205,000     U.S. T- Bond, 8.875%, 2/15/19                             241,617
                                                                 --------------
                                                                        643,785
                                                                 --------------

U.S. TREASURY NOTES (3.66%)
  440,000     U.S. T-Note, 6.875%, 3/31/00                              443,005
                                                                 --------------

              Total Government Securities
              (Cost $1,089,768)                                       1,086,790
                                                                 --------------

CORPORATE BONDS (14.32%)
  150,000     Ford Capital BV, 10.125%, 11/15/00                        164,436
  170,000     GMAC, 8.875%, 6/1/10                                      189,338
  210,000     Hubco, Inc., 7.75%, 1/15/04                               206,182
  250,000     Hydro-Quebec, 8.25%, 1/15/27                              255,938
  250,000     Lehman Brothers, 8.05%, 1/15/19                           250,688
  242,000     Manitoba, 7.75%, 7/17/16                                  243,890
  261,250     Naples, City of, Italy, 7.52%, 7/15/06                    261,516
  150,000     Nova Scotia, 8.25%, 11/15/19                              160,313
                                                                 --------------

              Total Corporate Bonds
              (Cost $1,767,978)                                       1,732,301
                                                                 --------------


See notes to financial statements.
<PAGE>
           
                         TOTAL RETURN PORTFOLIO (CONT.)
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1997

  SHARE/
 PAR VALUE    DESCRIPTION                                               VALUE
- - --------------------------------------------------------------------------------
TAXABLE MUNICIPAL BONDS (16.35%)
  205,000     Berry Creek Met Dist, Co., 6.65%, 12/01/01              $ 196,800
  240,000     Cohasset, Mn, Taxable-Tax Increment Series B, 
                    7.40%, 6/01/04                                      231,300
  195,000     Fulton, Mo, 7.60%, 7/01/11                                194,126
  200,000     Longview, Tx Economic Dev, 8.25%, 9/15/07                 208,430
  200,000     New Orleans, La Housing Development, 8.00%, 12/01/03      198,600
  155,000     Northwest Nazarene College, Id, 6.75%, 11/01/99           153,644
  136,831     Oregon Department of Transportation, 9.00%, 6/15/00       142,979
  250,000     Portland, Or Multifamily Housing, 7.63%, 12/01/01         239,688
  100,000     Texas St. G.O. Taxable, 8.70%, 12/01/09                   109,750
  300,000     Volusia County, Fl, 7.40%, 6/01/03                        302,319
                                                                 --------------

              Total Municipal Bonds
              (Cost $1,993,327)                                       1,977,636
                                                                 --------------

MORTGAGE-BACKED SECURITIES (15.55%)
COLLATERALIZED MORTGAGE OBLIGATIONS (10.68%)
  138,128     Chase Mtge. Finance Corp, 5.75%, 4/25/09                  135,514
    8,976     Citicorp Mtge. Sec. 1987-13 a3, 9.35%, 6/1/10               8,873
  175,000     Collateralized Mtge. SEC Corp., 7.00%, 9/20/21            164,260
   55,405     FHLMC 91 Series 188 Class F, 7.50%, 5/15/20                55,475
   66,346     FNMA 1991-8 E, 7.50%, 6/25/17                              66,328
  141,454     Green Tree Acceptance 1987B Class A, 9.55%, 5/15/07       146,322
  156,234     Housing Securities, Inc 1992-F F11, p/o, 
                    9.06%, 11/25/07**                                   112,831
  195,812     Housing Securities, Inc 1993-E, E-14, p/o, 
                    10.33%, 9/25/08**                                   138,743
  134,398     Kidder Peabody Mtge Asset Trust Class 5G, 
                    8.45%, 5/20/18                                      133,810
   17,088     Prudential Home Mortgage Sec, 7.50%, 5/25/22               17,069
   93,237     Residential Funding Mtg Sec. I Series 1993-S7 
                    Class A6, 7.15%, 2/25/08                             93,142
   41,932     Resolution Trust Corp. Series 1992-17 Class A1, 
                    Variable Rate, 8.86%, 12/25/20*                      41,997
  262,076     Salomon Mortgage Sec. VII, p/o, 2/25/25, 10.609%**        177,423
                                                                 --------------
                                                                      1,291,787
                                                                 --------------

FHLMC MORTGAGE-BACKED POOLS (0.36%)
   43,234     FHLMC #A00851, 8.50%, 12/1/19                              44,252

GNMA MORTGAGE-BACKED POOLS (4.51%)
  141,707     GNMA #305975, 9.00%, 7/15/21                              147,939
   65,669     GNMA #318184, 8.50%, 11/15/21                              67,214
   88,156     GNMA #359600, 7.50%, 7/15/23                               86,365
  248,437     GNMA Pool #376218, 7.50%, 8/15/25                         243,538
                                                                 --------------
                                                                        545,056
                                                                 --------------

              Total Mortgage-Backed Securities
              (Cost $1,878,456)                                       1,881,095
                                                                 --------------


* Denotes a floating rate investment with interest rate as of March 31, 1997.
** Interest presented for p/o bond equates effective yield at date of purchase. 

See notes to financial statements.
<PAGE>


                         TOTAL RETURN PORTFOLIO (CONT.)
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1997

  SHARE/
 PAR VALUE    DESCRIPTION                                               VALUE
- - --------------------------------------------------------------------------------
CASH EQUIVALENTS (2.13%)
COMMERCIAL PAPER (2.12%)
  257,000     Merrill Lynch Commercial Paper, 4/1/97                  $ 257,000

MONEY MARKET MUTUAL FUNDS (0.01%)
      404     Norwest Cash Investment Fund, 5.10%                           404
                                                                 --------------

              Total Cash Equivalents
              Cost ($257,359)                                           257,404
                                                                 --------------

              TOTAL INVESTMENTS IN SECURITIES (100.50%)
              (Cost $11,771,054)                                     12,158,463

              Other Assets and Liabilities, Net (-0.50%)                (60,285)
                                                                 --------------

              NET ASSETS 100.0%                                     $12,098,178
                                                                 ==============























Based on the cost of investments of $11,771,054  for federal income tax purposes
at March 31, 1997, the aggregate gross unrealized  appreciation was $717,091 the
aggregate  gross  unrealized  depreciation  was $329,682 and the net  unrealized
appreciation was $387,409

See notes to financial statements.
<PAGE>

                             FIXED INCOME PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1997

  SHARE/
 PAR VALUE    DESCRIPTION                                               VALUE
- - --------------------------------------------------------------------------------
U.S. GOVERNMENT SECURITIES (34.40%)
GOVERNMENT AGENCIES (2.81%)
  250,000     FNMA Medium-Term Note, 6.59%, 5/24/01                   $ 247,483
                                                                 --------------

U.S. TREASURY BONDS (11.60%)
  525,000     U.S. T-Bond, 7.25%, 5/15/16                               527,845
  450,000     U.S. T-Bond, 8.13%, 5/15/21                               495,320
                                                                 --------------
                                                                      1,023,165
                                                                 --------------

U.S. TREASURY NOTES (19.99%)
  200,000     U.S. T-Note, 6.25%, 2/15/03                               194,691
  550,000     U.S. T-Note, 6.88%, 3/31/00                               553,757
  250,000     U.S. T-Note, 7.88%, 8/15/01                               260,495
  250,000     U.S. T-Note, 5.00%, 12/15/99                              243,810
  350,000     U.S. T-Note, 6.50%, 5/15/05                               340,932
  175,000     U.S. T-Note, 5.75%, 10/31/00                              169,874
                                                                 --------------
                                                                      1,763,559
                                                                 --------------
              Total Government Securities
              (Cost $3,115,062)                                       3,034,207
                                                                 --------------

CORPORATE BONDS (20.59%)
  225,000     Analog Devices, 6.63%, 3/01/00                            220,831
  350,000     GMAC, 8.88%, 6/1/10                                       389,813
  160,000     Hubco, Inc., 7.75% 1/15/04                                157,091
  220,000     Lehman Brothers, 8.05%, 1/15/19                           220,605
  315,000     Manitoba, 7.75%, 7/17/16                                  317,460
  237,500     Naples, City of, Italy, 7.52%, 7/15/06                    237,742
  255,000     Nova Scotia, 8.25%, 11/15/19                              272,531
                                                                 --------------
              Total Corporate Bonds
              (Cost $1,855,395)                                       1,816,073
                                                                 --------------

TAXABLE MUNICIPAL BONDS (18.32%)
  220,000     Berry Creek Met Dist, Co, 6.85%, 12/01/02                 210,100
  120,000     Cottonwood County, Mn, 7.30%, 2/01/00                     119,550
  105,000     Iowa Lakes Community College, 7.70%, 6/01/04              106,246
  100,000     Kirkwood Community College, 7.65%, 6/01/01                101,507
  136,831     Oregon Department of Transportation, 9.00%, 6/15/00       142,979
  225,000     Portland, Or Multifamily Housing, 7.63%, 12.01/01         215,719
  350,000     San Antonio, Tx Cert Oblig Taxable, 6.65%, 8/01/09        319,729
  165,000     St. Paul, Mn Port. Authority, 6.65%, 9/01/99              163,763
   75,000     Texas St. G.O. Taxable, 8.70%, 12/1/09                     82,313
  155,000     Washington State Housing Antioch University, 
                         7.55%, 1/01/03                                 154,685
                                                                 --------------

              Total Municipal Bonds
              (Cost 1,644,410)                                        1,616,591
                                                                 --------------

See notes to financial statements.

<PAGE>


                         FIXED INCOME PORTFOLIO (CONT.)
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1997

  SHARE/
 PAR VALUE    DESCRIPTION                                               VALUE
- - --------------------------------------------------------------------------------
MORTGAGE-BACKED SECURITIES (23.98%)
COLLATERALIZED MORTGAGE OBLIGATIONS (11.10%)
    8,357     Citicorp Mortgage Securities 1987-13, 9.35% 6/1/10     $    8,261
  240,712     Countrywide Funding Corp 1994-9 A2, 6.50%, 5/25/24        235,448
  215,000     FHLMC Series 1561 Class TA, p/o, 9.24%, 8/15/08*          110,959
   61,432     FHLMC 91 Series 188 Class F, 7.50%, 5/15/20                61,509
   24,100     FNMA Series 1991 Class E, 8.50%, 4/25/05                   24,191
   63,508     FNMA 1991-91A, p/o, 7.73%, 7/25/98*                        59,005
  126,488     GE Cap Mtge. Serv. 1994-1 A1, 5.70%, 1/25/24              124,892
  135,533     Housing Securities, Inc. 1993-C C3, p/o, 
                    9.24%, 5/25/08*                                      97,855
  184,728     Housing Securities, Inc 1993-E E-14, p/o, 
                    10.33%, 9/25/08*                                    130,889
   20,322     Prudential Home Mort Securities, 1992-6 Class A3, 
                    7.00%, 4/25/99                                       20,252
   17,088     Prudential Home Mort Securities, 7.50%, 5/25/22            17,069
  131,038     Salomon Mortgage Sec. VII, p/o, 10.61%, 2/25/25*           88,711
                                                                 --------------
                                                                        979,041
                                                                 --------------

FHLMC MORTGAGE-BACKED POOLS (1.12%)
   96,245     FHLMC #C00126, 8.50%, 6/1/22                               98,529
                                                                 --------------

GNMA MORTGAGE-BACKED POOLS (11.76%)
  176,754     GNMA #315929, 9.0%, 6/15/22                               185,040
  235,438     GNMA #341681, 8.5%, 1/15/23                               241,124
  322,420     GNMA #354189, 7.5%, 5/01/23                               316,855
  300,991     GNMA Pool, #376218, 7.50%, 8/15/25                        295,055
                                                                 --------------
                                                                      1,038,074
                                                                 --------------

              Total Mortgage-Backed Securities
              (Cost $2,152,145)                                       2,115,644
                                                                 --------------

CASH EQUIVALENTS (1.93%)
COMMERCIAL PAPER (1.92%)
  170,000     Merrill Lynch Commercial Paper, 4/1/97                    170,000

MONEY MARKET MUTUAL FUNDS (0.01%)
      658     Norwest Cash Investment Fund, 5.10%                           658
                                                                 --------------

              Total Cash Equivalents
              Cost ($170,626)                                           170,658
                                                                 --------------
              TOTAL INVESTMENTS IN SECURITIES (99.22%)
              (Cost $8,937,638)                                       8,753,173

              Other Assets and Liabilities, Net (.78%)                   68,987
                                                                 --------------
              NET ASSETS 100.0%                                      $8,822,160
                                                                 ==============

* Interest  presented for p/o bond equates  effective yield at date of purchase.
Based on the cost of  investments  of $8,937,638 for federal income tax purposes
at March 31, 1997, the aggregate gross unrealized  appreciation was $32,453, the
aggregate  gross  unrealized  depreciation  was $216,918 and the net  unrealized
depreciation was $184,465.

See notes to financial statements.

<PAGE>

                         SHORT TERM GOVERNMENT PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1997

  SHARE/
 PAR VALUE    DESCRIPTION                                               VALUE
- - --------------------------------------------------------------------------------
U.S. GOVERNMENT SECURITIES (56.84%)
GOVERNMENT AGENCIES (48.73%)
  550,000     Federal Agricultural Mtge. MTN, 6.69%, 2/10/00         $  548,807
  200,000     Federal Farm Credit Inverse Floater, 5.04%, 7/28/97*      197,996
  150,000     Federal Home Loan Bank, 5.60%, 4/16/97                    149,991
   50,000     FFCB Structured Note, 4.65%, 3/2/98                        49,303
  250,000     FHLMC, 7.66%, 3/2/00                                      252,935
  150,000     FNMA, 6.05%, 1/12/98                                      149,835
   50,000     Government Export Trust, 4.85%, 11/01/97                   49,911
   51,142     Govt TR Cert. Israel, 9.25%, 11/15/01                      53,886
   73,521     Greece Trust, 8.00%, 5/15/98                               74,249
  500,000     SLMA 7.50%, 3/08/00                                       509,530
  100,000     SLMA Floater, 4.65%, 6/1/98*                               98,146
                                                                 --------------
                                                                      2,134,589
                                                                 --------------

U.S. TREASURY NOTES (2.30%)
  100,000     U.S. T-Note, 6.88%, 3/31/00                               100,683
                                                                 --------------

U.S. TREASURY BILLS (5.81%)
  255,000     Farmer Mac Discount Note, 4/09/97                         254,686
                                                                 --------------

              Total Government Securities
              (Cost $2,496,029)                                       2,489,958
                                                                 --------------

CORPORATE BONDS (9.63%)
  205,000     Associates Corp. MTN, 5.55%, 7/15/98                      202,573
   45,000     Becton Dickinson, 8.80%, 3/01/01                           47,475
  102,000     Ford Motor Credit Corp., 8.875%, 6/15/99                  106,335
   65,000     Lehman Brother MTN, 8.05%, 1/15/19                         65,179
                                                                 --------------

              Total Corporate Bonds
              (Cost $435,700)                                           421,562
                                                                 --------------

TAXABLE MUNICIPAL BONDS (3.50%)
 130,000      Berry Creek Met Dist., 6.35%, 12/1/99                     127,888
  25,000      Broken Arrow, Oklahoma, 7.50%, 11/01/98                    25,343
                                                                 --------------

              Total Municipal Bonds
              (Cost $153,215)                                           153,231
                                                                 --------------







* Denotes a floating rate investment with interest rate as of March 31, 1997.

See notes to financial statements.

<PAGE>

                    SHORT TERM GOVERNMENT PORTFOLIO (CONT.)
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1997

  SHARE/
 PAR VALUE    DESCRIPTION                                               VALUE
- - --------------------------------------------------------------------------------
MORTGAGE-BACKED SECURITIES (18.18%)
COLLATERALIZED MORTGAGE OBLIGATIONS (17.42%)
  130,214     FHLMC 1250F, 7.00%, 4/15/19                            $  130,142
   51,445     FHLMC 1299N, p/o, 7.476%, 6/15/97*                         51,006
   36,264     FNMA 1990 104G CMO, 9.00%, 5/25/03                         36,188
  150,000     FNMA 1991-137 G, 8.30%, 6/25/20                           151,964
  122,208     Green Tree 1993-3 A3, 5.20%, 10/15/18                     121,873
  142,634     Housing Securities 1992-EA A6, p/o, 9.13%, 10/25/07*      103,377
   81,000     Nations Bank Credit Card Master Trust Ser 1995-1 
                    Class A, 6.45%, 4/15/03                              79,219
   89,000     Standard Credit Card Master, 6.75%, 6/7/00                 89,417
                                                                 --------------
                                                                        763,186
                                                                 --------------

FHLMC MORTGAGE BACKED POOLS (0.76%)
   34,257     FHLMC Pool #E5364, 6.00%, 11/01/03                         33,323
                                                                 --------------

              Total Mortgage Backed Securities
              (Cost $799,559)                                           796,509
                                                                 --------------

CASH EQUIVALENTS (11.51%)
CERTIFICATES OF DEPOSIT (2.92%)
  100,000     Manufacturers and Traders Bank CD, 5.65%, 3/4/03           95,181
   33,000     MBNA Certificate of Deposit, 5.75%, 4/24/98                32,706
                                                                 --------------
                                                                        127,887
                                                                 --------------

COMMERCIAL PAPER (7.58%)
  158,000     USASMA (SLMA LOC) Commercial Paper, 4/23/97               157,464
  175,000     USASMA (SLMA LOC) Commercial Paper, 4/11/97               174,730
                                                                 --------------
                                                                        332,194
                                                                 --------------

MONEY MARKET MUTUAL FUNDS (1.01%)
   43,941     Norwest U.S. Government Fund, 5.11%                        43,941
                                                                 --------------

              Total Cash Equivalents
              (Cost $502,429)                                           504,022
                                                                 --------------

              TOTAL INVESTMENTS IN SECURITIES (99.66%)
              (Cost $4,386,932)                                      $4,365,282

              Other Assets and Liabilities, Net (.34%)                   15,057
                                                                 --------------

              NET ASSETS 100.0%                                      $4,380,339
                                                                 ==============

* Interest  presented for p/o bond equates  effective yield at date of purchase.
Based on the cost of  investments  of $4,386,932 for federal income tax purposes
at March 31, 1997, the aggregate gross unrealized  appreciation was $8,058,  the
aggregate  gross  unrealized  depreciation  was $29,708  and the net  unrealized
depreciation was $21,650.

See notes to financial statements.

<PAGE>

                          PRIME MONEY MARKET PORTFOLIO
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1997

   SHARE/
 PAR VALUE    DESCRIPTION                                               VALUE
- - --------------------------------------------------------------------------------
U.S. GOVERNMENT SECURITIES (22.56%)
GOVERNMENT AGENCIES (11.54%)
  120,000     Federal Home Loan Bank, 5.94%, 6/06/97                  $ 120,054
  195,000     Federal Home Loan Bank, 6.35%, 6/02/97                    195,222
  250,000     HUD GTD 92A Providence, RI (Taxable), 6.28%, 8/01/97      250,608
                                                                 --------------
                                                                        565,884
                                                                 --------------

U.S. Treasury Bills (11.02%)
  200,000     FHLB Discount Note, 10/08/97                              194,386
  200,000     FHLB Discount Note, 7/25/97                               196,639
  150,000     FNMA Discount Note, 4/08/97                               149,845
                                                                 --------------
                                                                        540,870
                                                                 --------------

              Total U.S. Government Securities
              (Cost $1,106,754)                                       1,106,754
                                                                 --------------

CORPORATE BONDS (21.57%)
  175,000     American General Finance Corp., 7.15%, 5/15/97            175,268
  100,000     Eastman Kodak, 8.55%, 5/01/97                             100,213
  125,000     Ford Motor Credit, 6.80%, 8/15/97                         125,434
  100,000     J.C. Penney & Co., 10.00%, 10/15/97                       102,165
  145,000     Morgan Stanley Group Inc., 9.25%, 3/01/98                 149,058
   50,000     National Rural Utility Corp., 9.50%, 5/15/97               50,209
  200,000     Pepsico Inc., 6.13%, 1/15/98                              200,411
  155,000     Waste Management, 6.38%, 7/01/97                          155,112
                                                                 --------------

              Total Corporate Bonds
              (Cost $ 1,057,870)                                      1,057,870
                                                                 --------------

TAXABLE MUNICIPAL BONDS (10.21%)
  200,000     Dade Cnty, Fl Expressway Authority, 
                    Variable Rate, 5.65%, 7/01/97*                      200,000
   50,000     Fairfax County, VA RHA, 5.75%, 6/15/97                     50,000
  185,000     Montgomery County, Tx Hosp Dist, 9.35%, 4/01/97           186,395
   65,000     Suffolk County, NY, 4.75%, 11/01/97                        64,448
                                                                 --------------

              Total Taxable Municipal Bonds
              (Cost $500,843)                                           500,843
                                                                 --------------

MORTGAGE BACKED SECURITIES (1.46%)
   70,816     FNMA Pool #50345, 9.50%, 9/01/97
              (Cost $ 71,479)                                            71,479
                                                                 --------------






* Denotes a floating rate investment with interest rate as of March 31, 1997.

See notes to financial statements.

<PAGE>

                      PRIME MONEY MARKET PORTFOLIO (CONT.)
                             SCHEDULE OF INVESTMENTS
                                 MARCH 31, 1997

  SHARE/
 PAR VALUE    DESCRIPTION                                               VALUE
- - --------------------------------------------------------------------------------
CASH EQUIVALENTS (43.85%)
COMMERCIAL PAPER (19.04%)
  245,000     Bell Atlantic Commercial Paper, 4/02/97                 $ 244,964
  200,000     Cargill Commercial Paper, 4/07/97                         199,808
  245,000     Merrill Lynch Commercial Paper, 4/1/97                    245,000
  245,000     USA SMS (SLMA LOC) Commercial Paper, 4/21/97              244,275
                                                                 --------------
                                                                        934,047
                                                                 --------------

REPURCHASE AGREEMENTS (24.81%)
1,216,950     Merrill Lynch LMS Repuchase Agreement, 
                    6.49%, 4/01/97*                                   1,216,950
                                                                 --------------

              Total Cash Equivalents
              (Cost 2,150,997)                                        2,150,997
                                                                 --------------

              TOTAL INVESTMENTS IN SECURITIES (99.65%)
              (Cost $4,887,943)                                       4,887,943

              Other Assets and Liabilities, Net (.35%)                   16,994
                                                                 --------------

              NET ASSETS 100.00%                                     $4,904,937
                                                                 ==============






















*The market  value of the security  collateralizing  this  repurchase  agreement
(including  accrued interest) is in excess of 102% of the resale price, and will
not be less than 100% of the  resale  price over the term of the  agreement.  At
March 31, 1997, the repurchase agreement was collateralized by a mortgage-backed
security with a market value of $1,243,694.

See notes to financial statements.

<PAGE>
                      STATEMENTS OF ASSETS AND LIABILITIES
                                 MARCH 31, 1997


<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 $14,656,589, $11,771,054, $8,937,638,
   $4,386,932, and $4,887,943, respectively)       $ 16,317,278  $ 12,158,463  $ 8,753,173  $ 4,365,282  $ 4,887,943**
Dividends & Interest Receivable                          27,001       107,009      126,847       41,225       43,282
Investment Securities Sold                            2,564,232             0            0            0            0
                                                   -----------------------------------------------------------------
Total Assets                                         18,908,511    12,265,472    8,880,020    4,406,507    4,931,225

LIABILITIES:
Income Distribution Payable                              98,005       144,903       45,655       20,412       20,187
Investment Securities Purchased                              --            --           --           --           --
Capital Shares Redeemed                               2,000,000            --           --           --           --
Accrued  Operating  Expenses and
 Other Liabilities                                       33,266        22,391       12,205        5,756        6,101
                                                   -----------------------------------------------------------------
Total Liabilities                                     2,131,271       167,294       57,860       26,168       26,288
                                                   -----------------------------------------------------------------
NET ASSETS                                         $ 16,777,240  $ 12,098,178  $ 8,822,160  $ 4,380,339  $ 4,904,937
                                                   =================================================================

ANALYSIS OF NET ASSETS
Excess of amounts received from issuance of
 shares over amounts paid on redemptions
 of shares                                         $ 14,031,433  $ 10,886,707  $ 8,910,107  $ 4,431,023  $ 4,904,887
Undistributed net realized gain (loss)                1,083,958       821,513       74,863      (29,307)          50
Unrealized appreciation (depreciation)                1,660,689       387,409     (184,465)     (21,650)          --
Undistributed net investment income                       1,160         2,549       20,655          273           --
                                                   -----------------------------------------------------------------
Net assets applicable to shares outstanding        $ 16,777,240  $ 12,098,178  $ 8,822,160  $ 4,380,339  $ 4,904,937
                                                   =================================================================

PRICING OF INITIAL SHARES
Net  assets applicable to Initial
 Shares outstanding                                $  3,541,358  $    611,904  $   746,665  $    20,068
                                                   ====================================================

Shares outstanding, $ .001 par value*                   304,652        58,178       75,568        2,063
                                                   ====================================================

Net asset value, offering price and redemption
 price (subject to contingent deferred sales
 charge) per Initial Shares                        $     11.624  $     10.518  $     9.881  $     9.728
                                                   ====================================================

PRICING OF SELECT SHARES
Net assets applicable to Select Shares outstanding $ 13,235,882  $ 11,486,274  $ 8,075,495 $  4,360,271  $ 4,904,937
                                                   =================================================================

Shares outstanding, $ .001 par value*                 1,140,059     1,116,960      825,564      441,856    4,904,937
                                                   =================================================================

Net asset value, offering price and redemption
 price per Select Shares                           $     11.610  $     10.284  $     9.782 $      9.868  $     1.000
                                                   =================================================================


  * Shares outstanding reflect rounding to the nearest whole share.
**Includes repurchase agreement of $1,216,950.
See notes to financial statements.
</TABLE>
<PAGE>
                            STATEMENTS OF OPERATIONS
                        FOR THE YEAR ENDED MARCH 31, 1997

<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                             $   335,107  $   795,794  $ 661,015  $ 294,046  $ 204,526
   Dividend Income                                 694,426      267,990         --         --         --
                                               ---------------------------------------------------------
Total Income                                     1,029,533    1,063,784    661,015    294,046    204,526
 
EXPENSES:
   Sub-Advisory Fees-IMG                            98,482       79,180     40,739     19,484      8,475
   Advisory Fees-CVC                                22,903       18,414      9,474      4,531      1,842
   Administration Fee                               57,256       46,035     23,687     11,328      9,211
   Distribution Fee-Initial Shares                  28,125       12,900      7,289        953         --
   Fund Accounting/Custody Fee                      34,353       27,621      9,474      4,531      3,684
   Transfer Agent Fee                               11,451        9,207      4,737      2,266      1,842
   Other Expenses                                   22,902       18,414      9,474      4,531      3,684
                                               ---------------------------------------------------------
Total Expenses                                     275,472      211,771    104,874     47,624     28,738
                                               ---------------------------------------------------------

NET INVESTMENT INCOME                              754,061      852,013    556,141    246,422    175,788

NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
   Net Realized Gain (Loss) on Investments       2,726,997    1,497,988     75,196     (2,412)      (83)
   Net Change in Unrealized Appreciation        (1,737,112)  (1,188,703)  (230,819)   (34,784)       --
                                               ---------------------------------------------------------
NET GAIN (LOSS) ON INVESTMENTS                     989,885      309,285   (155,623)   (37,196)      (83)
                                               ---------------------------------------------------------

NET INCREASE IN NET ASSETS FROM OPERATIONS     $ 1,743,946  $ 1,161,298  $ 400,518  $ 209,226  $ 175,705
                                               =========================================================

</TABLE>


See notes to financial statements.
<PAGE>
                       STATEMENTS OF CHANGES IN NET ASSETS
                   FOR THE YEARS ENDED MARCH 31, 1997 AND 1996

<TABLE>
<CAPTION>

                                                                                     TOTAL                     FIXED
                                                        EQUITY                      RETURN                     INCOME
                                                       PORTFOLIO                   PORTFOLIO                  PORTFOLIO
                                                  1997          1996          1997          1996          1997         1996
- - --------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>           <C>           <C>           <C>           <C>           <C>
OPERATIONS:
    Net Investment Income                   $    754,061  $    630,786  $    852,013  $    885,471  $    556,141  $    548,209
    Net Realized Gain (Loss) on Investments    2,726,997     1,370,44      1,497,988       774,602        75,196        99,565
    Net Change in Unrealized Appreciation
    (Depreciation)                            (1,737,112)    2,508,254    (1,188,703)    1,368,714      (230,819)      245,203
                                            -----------------------------------------------------------------------------------
Increase in Net Assets from Operations         1,743,946     4,509,488     1,161,298     3,028,787       400,518       892,976
                                            -----------------------------------------------------------------------------------

Distributions:
    Dividend Distributions Paid
       Initial Shares                            166,679       145,991        97,802       130,387        73,225        97,005
       Select Shares                             588,825       482,975       758,686       752,055       465,673       447,900
    Capital Gain Distribution Paid
       Initial Shares                            476,157       132,107       103,385        28,764         3,724             0
       Select Shares                           1,895,734       361,786       902,900       147,053        24,401             0
                                            -----------------------------------------------------------------------------------
    Total Distributions                        3,127,395     1,122,859     1,862,773     1,058,259       567,023       544,905
                                            -----------------------------------------------------------------------------------

Capital Share Transactions
    Sales-         Initial Shares              1,899,240     1,973,830       900,813       794,383     1,539,778       864,965
                   Select Shares               2,697,586     2,772,570     1,725,766     1,698,714       418,401       345,520
    Reinvestments- Initial Shares                634,196       260,543       218,994       168,974        78,780        98,380
                   Select Shares               2,549,173       793,866     1,714,583       886,410       474,980       460,835
    Exchanges-     Initial Shares                      0       (76,000)            0        (1,154)       37,459       (18,409)
                   Select Shares                       0        81,620             0         5,729             0        20,060
    Redemptions-   Initial Shares             (5,172,074)   (1,093,665)   (3,932,334)   (1,580,664)   (2,762,269)     (440,459)
                   Select Shares              (8,902,266)   (1,244,635)   (8,791,416)     (690,807)     (360,857)     (109,325)
                                            -----------------------------------------------------------------------------------
Increase (Decrease) in Net Assets from
    Capital Share Transactions                (6,294,145)    3,468,129    (8,163,594)    1,281,585      (573,728)    1,221,567
                                            -----------------------------------------------------------------------------------
 
Total Increase (Decrease) in Net Assets       (7,677,594)    6,854,758    (8,865,069)    3,252,113      (740,233)    1,569,638

Net Assets:
    Beginning of Period                       24,454,834    17,600,076    20,963,247    17,711,134     9,562,393     7,992,755
                                            -----------------------------------------------------------------------------------
    End of Period                           $ 16,777,240  $ 24,454,834  $ 12,098,178  $ 20,963,247  $  8,822,160  $  9,562,393
                                            ===================================================================================

Undistributed net investment
    income at end of period                 $      2,738  $      4,181  $      3,207  $      7,682  $      1,153  $      3,964
                                            ===================================================================================

</TABLE>

See notes to financial statements.
<PAGE>

                   STATEMENTS OF CHANGES IN NET ASSETS (CONT.)
                   FOR THE YEARS ENDED MARCH 31, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                     SHORT-TERM                        PRIME
                                                                     GOVERNMENT                    MONEY MARKET
                                                                      PORTFOLIO                      PORTFOLIO
                                                                 1997          1996             1997            1996
- - ----------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>            <C>            <C>
OPERATIONS:
    Net Investment Income                                  $    246,422   $    246,726   $    175,788   $     282,381
    Net Realized Gain (Loss) on Investments                      (2,412)         1,847            (83)            604
    Net Change in Unrealized Appreciation (Depreciation)        (34,784)        66,868              0               0
                                                           -----------------------------------------------------------
    Increase in Net Assets from Operations                      209,226        315,441        175,705         282,985
                                                           -----------------------------------------------------------
    DISTRIBUTIONS:
    Dividend  Distributions Paid
       Initial Shares                                             9,518         12,082              0               0
       Select Shares                                            238,478        233,160        175,654         282,381
    Capital Gain Distribution Paid
       Initial Shares                                                 0              0              0               0
       Select Shares                                                  0              0              0             604
                                                           -----------------------------------------------------------
    Total Distributions                                         247,996        245,242        175,654         282,985
                                                           -----------------------------------------------------------

    CAPITAL SHARE TRANSACTIONS
    Sales-           Initial Shares                              16,340         12,133              0               0
                     Select Shares                              333,003        313,123      6,384,369       3,986,258
    Reinvestments-   Initial Shares                              10,303         12,200              0               0
                     Select Shares                              229,052        228,316        168,954         294,280
    Net Exchanges-   Initial Shares                                   0           (667)             0               0
                     Select Shares                                    0              0        (37,459)        (11,180)
    Redemptions-     Initial Shares                            (243,437)        (2,071)             0               0
                     Select Shares                             (447,064)      (105,664)    (5,248,424)     (6,154,280)
                                                           -----------------------------------------------------------
    Increase (Decrease) in Net Assets from
    Capital Share Transactions                                 (101,803)       457,370      1,267,440      (1,884,922)
                                                           -----------------------------------------------------------

    TOTAL INCREASE (DECREASE) IN NET ASSETS                    (140,573)       527,569      1,267,491      (1,884,922)

    NET ASSETS:
       Beginning of Period                                    4,520,912      3,993,343      3,637,446       5,522,368
                                                           -----------------------------------------------------------
       End of Period                                       $  4,380,339   $  4,520,912   $  4,904,937   $   3,637,446
                                                           ===========================================================
       Undistributed net investment
         income at end of period                           $        350   $      1,924   $          0   $           0
                                                           ===========================================================

</TABLE>

See notes to financial statements.
<PAGE>


                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1997


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  with in six  years.  Select  Shares  are only  available  through
     conversion of Initial  Shares after eight years,  except for limited direct
     sales as defined in the  prospectus.  Each class of shares has equal rights
     as to earnings,  assets and voting privileges except that 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),  and
     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.
<PAGE>

     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, 1997 of
     $29,393  expiring  in 2004 and 2005 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.
<PAGE>

     RELATED SHAREHOLDERS

     IASD Health  Services Corp.,  IASD Health  Services  Savings and Investment
     Plan and Investors  Management  Group 401K/ESOP and Money Purchase Plan are
     all  shareholders  of the Fund as of March 31, 1997. A breakdown of each of
     their holdings is listed below.

     IASD Health Services Corp.                                 SELECT SHARES
         Equity Portfolio                                          535,824
         Total Return Portfolio                                    740,364
         Fixed Income Portfolio                                    756,883
         Short-Term Government Portfolio                           367,962
         Prime Money Market Portfolio                            1,558,771

     IASD Health Services Savings and Investment Plan              
         Equity Portfolio                                          530,338
         Total Return Portfolio                                    362,871
         Fixed Income Portfolio                                     57,955
         Short-Term Government Portfolio                            60,155
         Prime Money Market Portfolio                            1,843,159

     IMG 401K/ESOP and Money Purchase Plan
         Equity Portfolio                                           70,842
         Total Return Portfolio                                     18,260
         Fixed Income Portfolio                                      8,304
         Short-term Government Portfolio                               123

3.   INVESTMENT TRANSACTIONS

     Investment  transactions  for the  period  ended  March  31,  1997,  are as
follows:
_______________________________________________________________________________
|                                                                              |
|                                             FIXED     SHORT-TERM      PRIME  |
|                      EQUITY   TOTAL RETURN  INCOME    GOVERNMENT MONEY MARKET|
|                     PORTFOLIO    PORTFOLIO  PORTFOLIO  PORTFOLIO   PORTFOLIO |
|______________________________________________________________________________|
|Purchases           $11,935,660   6,934,352  5,007,176    697,661  290,811,282|
|______________________________________________________________________________|
|Proceeds from sales $21,732,915  16,374,568  5,769,807  1,518,363  289,586,836|
|______________________________________________________________________________|


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.

     For  Equity,  Total  Return,  Fixed  Income,  and  Short-Term   Government,
     contingent  deferred  sales charges of $6,339,  $1,053,  $14,340,  and $205
     respectfully,  were collected by the  distributor  for the year ended March
     31, 1997.
<PAGE>

4.   CAPITAL TRANSACTIONS, Cont.

     SHARE ACTIVITY

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

                                         EQUITY               TOTAL RETURN          FIXED INCOME
INITIAL  SHARES                         PORTFOLIO               PORTFOLIO             PORTFOLIO
- - ---------------                         ---------             ------------          ------------
<S>                               <C>        <C>          <C>        <C>          <C>        <C>
For the years ended
March 31, 1997, 1996:                1997       1996         1997      1996         1997      1996

Shares sold                        151,845    171,419       80,000     73,861      153,339    85,630
Shares issued in reinvest-
   ment of dividends                53,119     21,443       19,845     15,528        7,883     9,677
Shares exchanged                         0     (5,901)           0        (50)       3,805    (1,779)
Shares redeemed                   (407,649)   (93,542)    (346,105)  (153,532)    (273,506)  (43,016)
                                  -------------------------------------------------------------------
Net increase/decrease from
   capital share transactions     (202,685)    93,419     (246,260)   (64,193)    (108,479)   50,512
                                  ===================================================================

<CAPTION>
                                         EQUITY               TOTAL RETURN          FIXED INCOME
SELECT  SHARES                          PORTFOLIO               PORTFOLIO             PORTFOLIO
For the years ended
March 31, 1997, 1996:               1997        1996         1997      1996          1997      1996
 
Shares sold                        218,361    228,877      158,085    155,831       42,195    33,954
Shares issued in reinvest-
   ment of dividends               214,408     65,708      159,285     82,591       47,857    45,806
Shares exchanged                         0      6,407            0        497            0     1,960
Shares redeemed                   (733,876)  (105,396)    (783,048)   (64,171)     (36,220)  (10,794)
                                  -------------------------------------------------------------------
Net increase/decrease from
   capital share transactions     (301,107)   195,596     (465,678)   174,748       53,832    70,926
                                  ===================================================================

</TABLE>
<PAGE>

4.   CAPITAL TRANSACTIONS, Cont.

     SHARE ACTIVITY

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

                                        SHORT-TERM
                                        GOVERNMENT
INITIAL SHARES                           PORTFOLIO
- - --------------                         -------------
For the years ended
March 31, 1997, 1996:                 1997       1996
                                      ---------------

Shares sold                           1,671      1,228
Shares issued in reinvest-
   ment of dividends                  1,055      1,240
Shares exchanged                          0        (67)
Shares redeemed                     (24,858)      (210)
                                   --------------------
Net increase/decrease from
   capital share transactions       (22,132)     2,191
                                   ====================



                                        SHORT-TERM               PRIME
                                        GOVERNMENT            MONEY MARKET
SELECT SHARES                           PORTFOLIO              PORTFOLIO
- - -------------                           ----------            ------------

For the years ended
March 31, 1997, 1996:                1997       1996        1997       1996
                                 -----------------------------------------------

Shares sold                         33,524     31,175     6,384,369   3,986,258
Shares issued in reinvest-
   ment of dividends                23,106     22,891       168,954     294,820
Shares exchanged                         0          0       (37,459)    (11,180)
Shares redeemed                    (45,079)   (10,446)   (5,248,423) (6,154,280)
                                 -----------------------------------------------
Net increase/decrease from
   capital share transactions       11,551     43,620     1,267,441  (1,884,382)
                                 ===============================================

<PAGE>

                              FINANCIAL HIGHLIGHTS

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


                                                  EQUITY PORTFOLIO
                                  1997          1996          1995        1994*
- - --------------------------------------------------------------------------------

NET ASSET VALUE, BEGINNING OF PERIOD $  12.559  $   10.615  $   10.280  $  0.000
   Shares Issued**                       0.000       0.000       0.000    10.000
                                     -------------------------------------------
                                        12.559      10.615      10.280    10.000
                                     -------------------------------------------

   Net Investment Income                 0.371       0.305       0.227     0.067
   Net Realized and Unrealized Gains
     on Investments                      0.467       2.214       0.758     0.353
                                    --------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS         0.838       2.519       0.985     0.420
                                    --------------------------------------------

LESS:
   Distributions from
     Net Investment Income               0.362       0.301       0.234     0.113
   Distributions from
     Net Realized Gains                  1.411       0.274       0.416     0.270
                                    --------------------------------------------
TOTAL DISTRIBUTIONS                      1.773       0.575       0.650     0.140
                                    --------------------------------------------

NET ASSET VALUE, END OF PERIOD      $   11.624  $   12.559  $   10.615  $ 10.280
                                    ============================================

   Total Return                           6.79%      23.90%       9.78%    3.59%
   Net Assets, End of Period        $3,541,358  $6,371,666  $4,393,338  $387,682
   Ratio of Expenses
     to Average Net Assets                1.58%       1.57%       1.57%    1.52%
   Ratio of Net Investment Income
     to Average Net Assets                3.02%       2.56%       2.31%    1.28%
   Portfolio Turnover Rate               56.00%      35.91%      55.19%   12.52%
   Average Commission Paid
     to Broker                      $    0.961  $   0.0792  $     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.

See notes to financial statements.
<PAGE>


                              FINANCIAL HIGHLIGHTS

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


                                                 TOTAL RETURN PORTFOLIO
                                       1997        1996        1995        1994*
- - --------------------------------------------------------------------------------

NET ASSET VALUE, BEGINNING OF PERIOD $11.285  $   10.113  $   10.131  $    0.000
   Shares Issued**                     0.000       0.000       0.000      10.000
                                     -------------------------------------------
                                      11.285      10.113      10.131      10.000
                                     -------------------------------------------

   Net Investment Income               0.474       0.454       0.364       0.129
   Net Realized and Unrealized Gains
     on Investments                    0.048       1.263       0.233       0.223
                                     -------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS       0.522       1.717       0.597       0.352
                                     -------------------------------------------

LESS:
   Distributions from
     Net Investment Income             0.476       0.446       0.364       0.192
   Distributions from
     Net Realized Gains                0.813       0.098       0.251       0.029
                                     -------------------------------------------
TOTAL DISTRIBUTIONS                    1.289       0.544       0.615       0.221
                                     -------------------------------------------

NET ASSET VALUE, END OF PERIOD      $ 10.518  $   11.285  $   10.113  $   10.131
                                     ===========================================

   Total Return                         4.65%      17.12%       6.16%      2.72%
   Net Assets, End of Period        $611,904  $3,435,711  $3,727,846  $1,081,193
   Ratio of Expenses
     to Average Net Assets              1.58%       1.57%       1.57%      1.52%
   Ratio of Net Investment Income
     to Average Net Assets              4.19%       4.13%       4.04%      2.25%
   Portfolio Turnover Rate             40.62%      52.11%      67.00%     38.74%
   Average Commission Paid
     to Broker                      $ 0.1047  $   0.0768  $     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.

See notes to financial statements.
<PAGE>


                              FINANCIAL HIGHLIGHTS

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


                                                FIXED INCOME PORTFOLIO
                                        1997        1996        1995      1994*
- - --------------------------------------------------------------------------------

NET ASSET VALUE, BEGINNING OF PERIOD $ 10.081  $    9.654  $    9.769  $  0.000
   Shares Issued**                      0.000       0.000       0.000    10.000
                                     -------------------------------------------
                                       10.081       9.654       9.769    10.000
                                     -------------------------------------------

   Net Investment Income                0.566       0.571       0.534     0.323
   Net Realized and Unrealized Gains
     on Investments                    (0.210)      0.417      (0.092)   (0.131)
                                     -------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS        0.356       0.988       0.442     0.192
                                     -------------------------------------------
LESS:
   Distributions from
     Net Investment Income              0.547       0.560       0.547     0.373
   Distributions from
     Net Realized Gains                 0.009       0.000       0.010     0.050
                                     -------------------------------------------
TOTAL DISTRIBUTIONS                     0.556       0.560       0.557     0.423
                                     -------------------------------------------

NET ASSET VALUE, END OF PERIOD       $  9.881  $   10.081  $    9.654  $  9.769
                                     ===========================================

   Total Return                          3.63%      10.28%       4.59%     1.23%
   Net Assets, End of Period         $746,665  $1,855,470  $1,289,091  $181,094
   Ratio of Expenses to 
     to Average Net Assets               1.53%       1.52%       1.52%     1.47%
   Ratio of Net Investment Income
     to Average Net Assets               5.43%       5.52%       6.10%     4.21%
   Portfolio Turnover Rate              55.50%      57.15%      60.36%    70.83%





 *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.

See notes to financial statements.
<PAGE>


                              FINANCIAL HIGHLIGHTS

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


                                           SHORT-TERM GOVERNMENT PORTFOLIO
                                        1997       1996       1995       1994*
- - --------------------------------------------------------------------------------

NET ASSET VALUE, BEGINNING OF PERIOD $  9.816   $  9.649   $  9.765   $  0.000
   Shares Issued**                      0.000      0.000      0.000     10.000
                                     ------------------------------------------
                                        9.816      9.649      9.765     10.000
                                     ------------------------------------------

   Net Investment Income                0.489      0.522      0.452      0.211
   Net Realized and Unrealized Gains
     on Investments                    (0.086)     0.172     (0.098)    (0.248)
                                     ------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS        0.403      0.693      0.354     (0.037)
                                     ------------------------------------------
LESS:
   Distributions from
     Net Investment Income              0.491      0.526      0.460      0.188
   Distributions from
     Net Realized Gains                 0.000      0.000      0.010      0.010
                                     ------------------------------------------
TOTAL DISTRIBUTIONS                     0.491      0.526      0.470      0.198 
                                     ------------------------------------------
NET ASSET VALUE, END OF PERIOD       $  9.728   $  9.816   $  9.649   $  9.765
                                     ==========================================

   Total Return                          4.23%      7.27%      3.73%     -0.10%
   Net Assets, End of Period         $ 20,068   $237,507   $212,334   $ 62,450
   Ratio of Expenses 
     to Average Net Assets               1.53%      1.52%      1.52%      1.48%
   Ratio of Net Investment Income
     to Average Net Assets               4.93%      5.26%      4.87%      3.50%
   Portfolio Turnover Rate              21.55%    145.86%     79.19%     69.79%




 *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.

See notes to financial statements.
<PAGE>

                              FINANCIAL HIGHLIGHTS

The following presents  information relating to an Select Share of Capital Stock
of the Fund outstanding for the entire period.
<TABLE>
<CAPTION>

                                                          EQUITY PORTFOLIO
                                          1997           1996          1995          1994*
- - -------------------------------------------------------------------------------------------
<S>                                  <C>           <C>           <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD $    12.548   $    10.603   $    10.266   $    10.000
                                     ------------------------------------------------------
   Net Investment Income                   0.424         0.359         0.271         0.146
   Net Realized and Unrealized Gains
     on Investments                        0.476         2.219         0.750         0.291
                                     ------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS           0.900         2.578         1.021         0.437
                                     ------------------------------------------------------
LESS:
   Distributions from
     Net Investment Income                 0.427         0.359         0.268         0.144
   Distributions from
     Net Realized Gains                    1.411         0.274         0.416         0.027
                                     ------------------------------------------------------
     TOTAL DISTRIBUTIONS                   1.838         0.633         0.684         0.171
                                     ------------------------------------------------------

NET ASSET VALUE, END OF PERIOD       $    11.610   $    12.548   $    10.603   $    10.266
                                     ======================================================
   Total Return                             7.33%        24.52%        10.31%         4.38%
   Net Assets, End of Period         $13,235,882   $18,083,168   $13,206,738   $10,602,115
   Ratio of Expenses
     to Average Net Assets                  1.08%         1.07%         1.07%         1.03%
   Ratio of Net Investment Income
     to Average Net Assets                  3.38%         3.06%         2.68%         1.76%
   Portfolio Turnover Rate                 56.00%        35.91%        55.19%        12.52%
   Average Commission Paid
     to Broker                       $    0.0961   $    0.0792   $     0.000   $     0.000


</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>

                              FINANCIAL HIGHLIGHTS

The following presents  information relating to an Select Share of Capital Stock
of the Fund outstanding for the entire period.
<TABLE>
<CAPTION>

                                                          TOTAL RETURN PORTFOLIO
                                            1997           1996           1995          1994*
- - -----------------------------------------------------------------------------------------------
<S>                                  <C>            <C>            <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD $     11.075   $      9.932   $      9.966   $     10.000
                                     ----------------------------------------------------------

   Net Investment Income                    0.542          0.500          0.418          0.225
   Net Realized and Unrealized Gains
     on Investments                         0.024          1.241          0.215         (0.007)
                                     ----------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS            0.566          1.741          0.633          0.218
                                     ----------------------------------------------------------

LESS:
   Distributions from
     Net Investment Income                  0.544          0.500          0.416          0.223
   Distributions from
     Net Realized Gains                     0.813          0.098          0.251          0.029
                                     ----------------------------------------------------------
TOTAL DISTRIBUTIONS                         1.357          0.598          0.667          0.252
                                     ----------------------------------------------------------

NET ASSET VALUE, END OF PERIOD       $     10.284   $     11.075   $      9.932   $      9.966
                                     ==========================================================

   Total Return                              5.16%         17.70%          6.69%          2.18%
     Net Assets, End of Period       $ 11,486,274   $ 17,527,536   $ 13,983,288   $ 12,458,913
   Ratio of Expenses
     to Average Net Assets                   1.08%          1.07%          1.07%          1.03%
   Ratio of Net Investment Income
     to Average Net Assets                   4.69%          4.63%          4.30%          2.63%
   Portfolio Turnover Rate                  40.62%         52.11%         67.00%         38.74%
   Average Commission Paid
     to Broker                       $     0.1047   $     0.0768   $      0.000   $      0.000


</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>

                              FINANCIAL HIGHLIGHTS

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

<TABLE>
<CAPTION>
                                                       FIXED INCOME PORTFOLIO
                                           1997          1996          1995           1994*
- - -------------------------------------------------------------------------------------------
<S>                                  <C>           <C>           <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD $     9.987   $     9.566   $     9.682   $    10.000
                                     ------------------------------------------------------

     Net Investment Income                 0.617         0.611         0.580         0.414
     Net Realized and Unrealized Gains
     on Investments                       (0.215)        0.419        (0.109)       (0.269)
                                     ------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS           0.402         1.030         0.471         0.145
                                     ------------------------------------------------------
LESS:
   Distributions from
     Net Investment Income                 0.598         0.609         0.577         0.413
   Distributions from
     Net Realized Gains                    0.009         0.000         0.010         0.050
                                     ------------------------------------------------------
TOTAL DISTRIBUTIONS                        0.607         0.609         0.587         0.463
                                     ------------------------------------------------------
NET ASSET VALUE, END OF PERIOD       $     9.782   $     9.987   $     9.566   $     9.682
                                     ======================================================

   Total Return                             4.15%        10.84%         5.12%         1.20%
     Net Assets, End of Period       $ 8,075,495   $ 7,706,923   $ 6,703,664   $ 6,260,971
   Ratio of Expenses 
     to Average Net Assets                  1.03%         1.02%         1.02%         0.98%
   Ratio of Net Investment Income
     to Average Net Assets                  5.94%         6.03%         6.14%         4.73%
   Portfolio Turnover Rate                 55.50%        57.15%        60.36%        70.83%


</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>

                              FINANCIAL HIGHLIGHTS

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

<TABLE>
<CAPTION>
                                                    SHORT-TERM GOVERNMENT PORTFOLIO
                                           1997          1996          1995          1994*
- - -------------------------------------------------------------------------------------------
<S>                                  <C>           <C>           <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD $     9.954   $     9.776   $     9.886   $    10.000
                                     ------------------------------------------------------

   Net Investment Income                   0.542         0.578         0.507         0.309
   Net Realized and Unrealized Gains
     on Investments                       (0.083)        0.175        (0.101)       (0.105)
                                     ------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS           0.459         0.753         0.406         0.204
                                     ------------------------------------------------------
LESS:
   Distributions from
     Net Investment Income                 0.545         0.574         0.506         0.308
   Distributions from
     Net Realized Gains                    0.000         0.000         0.010         0.010
                                     ------------------------------------------------------
     TOTAL DISTRIBUTIONS                   0.545         0.574         0.516         0.318
                                     ------------------------------------------------------

NET ASSET VALUE, END OF PERIOD       $     9.868   $     9.954   $     9.776   $     9.886
                                     ======================================================

   Total Return                             4.76%         7.81%         4.25%         2.05%                                 
   Net Assets, End of Period         $ 4,360,271   $ 4,283,405   $ 3,781,009   $ 3,530,041
   Ratio of Expenses
     to Average Net Assets                  1.03%         1.03%         1.02%         0.98%
   Ratio of Net Investment Income
     to Average Net Assets                  5.45%         5.76%         5.21%         3.62%
   Portfolio Turnover Rate                 21.55%       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>

                              FINANCIAL HIGHLIGHTS

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

<TABLE>
<CAPTION>

                                                   PRIME MONEY MARKET PORTFOLIO
                                           1997          1996          1995          1994*
- - -------------------------------------------------------------------------------------------
<S>                                  <C>           <C>           <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD $     1.000   $     1.000   $     1.000   $     1.000
                                     ------------------------------------------------------

   Net Investment Income                   0.047         0.051         0.042         0.022
   Net Realized and Unrealized Gains
     on Investments                        0.000         0.000         0.000         0.000
                                     ------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS           0.047         0.051         0.042         0.022
                                     ------------------------------------------------------

LESS:
   Distributions from
     Net Investment Income                 0.047         0.051         0.042         0.022
   Distributions from
     Net Realized Gains                    0.000         0.000         0.000         0.000
                                     ------------------------------------------------------
TOTAL DISTRIBUTIONS                        0.047         0.051         0.042         0.022
                                     ------------------------------------------------------

NET ASSET VALUE, END OF PERIOD       $     1.000   $     1.000   $     1.000   $     1.000
                                     ======================================================

   Total Return                             4.70%         5.13%         4.20%         2.18%
   Net Assets, End of Period         $ 4,904,937   $ 3,637,446   $ 5,522,368   $ 5,121,273
   Ratio of Expenses
     to Average Net Assets                  0.78%         0.78%         0.77%         0.74%
   Ratio of Net Investment Income
     to Average Net Assets                  4.76%         5.15%         4.27%         2.53%
   Portfolio Turnover Rate                 35.20%

</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
                                 MARCH 31, 1997



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, 1997,  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  (portfolios  within  Capital  Value Fund,
Inc.);  the  related  statements  of  operations  for the year then  ended;  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 3-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 were not received,  we carried 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, 1997,
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 25, 1997



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