MERRILL LYNCH RETIREMENT ASSET BUILDER PROGRAM INC
N-30D, 1995-09-27
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MERRILL LYNCH
RETIREMENT
ASSET BUILDER
PROGRAM, INC.






FUND LOGO






Semi-Annual Report

July 31, 1995





This report is not authorized for use as an offer of sale or a
solicitation of an offer to buy shares of the Program unless
accompanied or preceded by the Program's current prospectus. Past
performance results shown in this report should not be considered a
representation of future performance. Investment return and
principal value of shares will fluctuate so that shares, when
redeemed, may be worth more or less than their original cost.
<PAGE>

















Merrill Lynch Retirement
Asset Builder Program, Inc.
Box 9011
Princeton, NJ
08543-9011





Merrill Lynch Retirement Asset Builder Program, Inc.



Officers and
Directors


Arthur Zeikel, President and Director
Joe Grills, Director
Walter Mintz, Director
Melvin R. Seiden, Director
Stephen B. Swensrud, Director
Harry Woolf, Director
Terry K. Glenn, Executive Vice President
Norman R. Harvey, Senior Vice President
N. John Hewitt, Senior Vice President
Donald C. Burke, Vice President
Jay C. Harbeck, Vice President
Joel Heymsfeld, Vice President
Gregory Mark Maunz, Vice President
Kevin M. Rendino, Vice President
Gerald M. Richard, Treasurer
Mark B. Goldfus, Secretary
<PAGE>
Custodian
The Bank of New York
90 Washington Street, 12th Floor
New York, New York 10286

Transfer Agent
Merrill Lynch Financial Data Services, Inc.
Transfer Agency Mutual Fund Operations
4800 Deer Lake Drive East
Jacksonville, Florida 32246-6484
(800) 637-3863




DEAR SHAREHOLDER


We are pleased to provide you with this first semi-annual report for
Merrill Lynch Retirement Asset Builder Program, Inc. In this and
future shareholder reports, we will highlight the Program's
performance, describe recent investment activities and examine some
of the important market developments that helped shape our
investment strategy during the period under review.
<PAGE>
Merrill Lynch Retirement Asset Builder Program, Inc. consists of
four separate diversified portfolios, each with its own investment
objectives. Merrill Lynch Fundamental Value Portfolio seeks capital
appreciation and income by investing in securities, primarily
equities, that we believe are undervalued and represent investment
value. Merrill Lynch Quality Bond Portfolio seeks income and capital
appreciation by investing primarily in long-term corporate bonds
rated A or better by at least one of the major rating agencies.
Merrill Lynch US Government Securities Portfolio seeks high current
return by investing in US Government and Government agency
securities. Merrill Lynch Global Opportunity Portfolio seeks high
total investment return through a fully managed investment policy
utilizing US and foreign equity, debt and money market securities.

Complete performance information for all four portfolios, including
aggregate total returns, can be found on pages 6-9 of this report to
shareholders.

Merrill Lynch Fundamental
Value Portfolio

Merrill Lynch Fundamental Value Portfolio's investment universe is
clearly defined by strict valuation criteria. Specifically, we
purchase issues that usually possess at least two of the following
characteristics: sell at price/book value ratios below the stock
market; have above-average dividend yields; sell at price/earnings
ratios below the stock market; or display other out-of-favor
characteristics such as operational or financial turnarounds.

The first six months since the Portfolio's inception were marked by
steadily rising US stock prices. A gradual slowdown in the economy
led to a sharp rally in the bond market as fears of a recession led
investors to believe the Federal Reserve Board would have to lower
interest rates. Stocks followed the bond market and advanced
strongly after many US companies reported better-than-expected
earnings for the first and second quarters of 1995. The market has
rallied significantly since the Portfolio's first day of operation.
In fact, the rally was so strong that we elected to proceed slowly
in investing the assets as we did not want to "chase" valuations.

Our primary investment focus has been to heavily weight the
Portfolio toward the cyclical area of the market, a sector which has
suffered as the health of the economy has been called into question.
The Portfolio is significantly overweighted in credit cyclicals
(8.98% of the Portfolio versus 0.63% of the Standard & Poor's 500
(S&P 500), with companies such as Bay Apartment Communities, Inc.,
Camden Property Trust, Evans Withycombe Residential, Inc. and Simon
Property Group, Inc. Financial issues also have been overweighted
(15.59% equity weighting versus 11.66% for the S&P 500), with stocks
such as Bay View Capital Corp., Greater New York Savings Bank,
Student Loan Marketing Association, TIG Holdings, Inc., Bankers
Trust New York Corp. and Washington Mutual Savings Bank. In
addition, the consumer cyclical sector has also been overweighted
(22.41% equity weighting versus 8.35% for the S&P 500), with stocks
such as Burlington Industries, Inc., Dillard Department Stores,
Inc., Ford Motor Co., General Motors Corp., John Q. Hammons Hotels,
Inc., Kmart Corp., The Limited, Inc., Liz Claiborne, Inc. and
National Auto Credit, Inc. These three areas of the market offer
very attractive valuations, in our opinion. We have significantly
underweighted the consumer service sector (0.16% of our Portfolio
weighting versus 5.74% for the S&P 500) and the consumer staple area
(4.66% of Portfolio weighting versus 20.9% for the S&P 500) as these 
two groups did not offer stocks which fit our strict valuation measures.
<PAGE>
As of July 31, 1995, the Portfolio was 82% invested, with the
remaining assets in cash and cash equivalents. In the weeks and
months ahead, we will invest the cash as opportunities arise. As of
July 31, 1995, holdings on average in our Portfolio sold for 10.9
times 1995 expected earnings and 1.4 times book value, both
significantly below the market. These valuation measures make
Merrill Lynch Fundamental Value Portfolio a true "value" Portfolio.
Our invested assets are comprised of 58.7% large capitalization
stocks (over $1 billion), 4.9% medium capitalization stocks (between
$400 million and $1 billion), and 36.4% small capitalization stocks
(less than $400 million). We would expect the small capitalization
component to rise somewhat as this universe of stocks has
significantly underperformed the large capitalization universe for
the last ten months.

Merrill Lynch Quality Bond
Portfolio

The bond market experienced a strong rally in May and June as the
domestic economy continued to show signs of slow growth. The lower
interest rates which prevailed in the first half of 1995 are now
being seen as encouraging an economic rebound in the late summer and
fall. Both retail sales and new housing starts are showing stronger
signs of growth. This has had the effect of removing some of the
nearly unanimous bullish sentiment which has characterized the bond
market in the past few months. While it seems likely that more data
showing a stronger economy will make the bond market weaken slightly
in the short run, we believe that long-term forces are still at work
to keep inflation under control. These would include flat wage
growth, the large amount of consumer debt and international
competitiveness. It would appear that the Federal Reserve Board has
generated the "soft landing" in economic activity. This should keep
inflation restrained and maintain a favorable environment for bonds
over the longer term.

We have been reducing the Portfolio's cash position in order to have
a fully invested posture. It is a new portfolio with a relatively
small size with an investment restriction that not more than 5% of
assets be allowed to be invested in one issuer. Because of this
restriction, we started with holdings of $100,000. Now, our position
limit is $200,000, which should make it easier for us to establish
positions. As of July 31, 1995, we held a diversified portfolio with
22 different holdings.
<PAGE>
Merrill Lynch US Government
Securities Portfolio

Since the launching of Merrill Lynch US Government Securities
Portfolio on February 1, 1995, the rate of expansion of the economy
has been on a path of slower growth. When the Portfolio commenced,
fourth quarter 1994 gross domestic product (GDP) growth was reported
at 5.1%, and investors were concerned with an overheating economy.
Unemployment was down to 5.4%, and consumer confidence was at a high
level, boding well for continued consumer activity. Commodity prices
were increasing and capacity utilization was running at a 15-year
high. Inflationary pressures were everywhere even though actual
inflation remained contained at 2.4% as measured by the change in
consumer prices in 1994. The Federal Reserve Board, in a series of
preemptive strikes against inflation, had increased short-term
interest rates seven times since February 1994. In addition to
domestic considerations, there was additional pressure to increase
interest rates in order to support the dollar which had declined
significantly against many currencies, most notably the yen and
Deutschemark. Popular conjecture was that more rate increases were
inevitable for 1995.

However, recent economic releases have indicated that the economy is
slowing. The National Association of Purchasing Managers Index has
fallen from 57.5 in December 1994 to 45.5 in June 1995. A level
below 50 indicates contracting economic conditions in the
manufacturing sector. This has led to concerns that the planned
orchestration of a soft landing for the economy could turn into an
actual recession. First quarter 1995 GDP slowed to 2.7% and the
second quarter GDP grew at a paltry 0.5%. The Index of Leading
Economic Indicators fell five consecutive months, which can be a
harbinger for recession. While not always followed by recession,
this Index has accurately predicted all nine post-war recessions.

So far in calendar year 1995 interest rates have declined
significantly, reversing the trend of 1994. The 30-year Treasury
bond is 6.84%, lower by 103 basis points (1.03%). The ten-year and
five-year Treasury note yields are lower by 140 basis points and 168
basis points, respectively, and currently stand at 6.42% and 6.15%,
respectively. Interestingly, while one-year Treasury bills have
decreased 152 basis points, three-month rates fell only 11 basis
points.

The removal of the specter of restrictive monetary policy permitted
fixed-income investors to return their focus to basic fundamental
economic analysis. Intermediate-term and long-term interest rates
have retraced most of the sell-off which began in early 1994. 1994
was the worst bond market on record as interest rates climbed 3.58%
in one-year maturities and 2.04% in ten-year maturities. In
contrast, total returns for year-to-date 1995 have been excellent.
For example, the two-year, five-year, and ten-year Treasury notes
have returned +7.22%, +10.86% and +14.10% thus far this year,
respectively. This compares with 0.34%, -3.69% and -6.45% for full-
year 1994.
<PAGE>
In spite of the fact that interest rates have come a long way in
1995, we believe they are far from overvalued on a fundamental
basis. As inflation will most likely remain at a peak below 3.50%
for this cycle, real (inflation adjusted) rates of return in excess
of 3% are currently available on longer maturities and the prospect
of continued slower economic activity bodes well for the short end.
In other words, even though a significant rally is behind us, there
seems to be limited risk of a major correction and we therefore
remain constructive on the market. In addition the Federal Reserve
Board eased interest rates by 25 basis points on July 6, 1995. This
action, which is viewed as the first in a series, adds further
support to the market.

Given the Portfolio's high current return investment objective, we
anticipate investing in the mortgage-backed securities (MBS) market,
which typically offers higher yields than US Government or agency
securities. However, prepayment concerns may prevent us from
expanding MBS investments, since the environment is once again
conducive for mortgage refinancing. The Mortgage Bankers Association
Refinance Index has increased from 41.8 at the end of 1994 to its
current level of 190.1. For a myriad of reasons it is unlikely to
reach its 1993 peak levels. However, it still is beginning to affect
price levels. Prepayment concerns are leading to much shorter
average life estimates. This is dampening price appreciation, and
spreads have widened appreciably.

We maintain two mortgage-backed positions which account for 70% of
the Portfolio. The first is Federal Home Loan Mortgage Corp. (FHLMC)
pool #555228. The pool is a compilation of 30-year FHLMC 11.50% MBS
which have a remaining average maturity of 14.4 years and have
prepaid an average of 94%. We view the remaining balance to have low
prepayment risk because lower interest rates would provide little
additional economic incentive to refinance. Low average remaining
balances would not warrant the costs entailed in a new mortgage and
borrowers have not acted to refinance previously in spite of ample
opportunity to do so. The Portfolio also has a 38% investment in
FHLMC Gold 7%, which permits the Portfolio to increase yield and
participate in market movements.

In order to balance the Portfolio's duration, the remainder of the
Portfolio's assets were invested in five-year and ten-year Treasury
notes. These securities have participated fully in the recent rally
in the market. The Portfolio's duration at July 31, 1995 stood at
3.0 years, with its liquidity position at 15%.
<PAGE>
Merrill Lynch Global Opportunity 
Portfolio

As of July 31, 1995, the Portfolio's asset allocation was: US
stocks, 24%; foreign stocks, 40%; US bonds, 17%; foreign bonds, 9%;
and cash, 10%. The US bond sector consists of high-yield corporate
issues. The appeal of these commitments is based on an average
current yield which exceeds 10%. German obligations account for the
largest proportion of assets in the foreign bond sector, while
commitments are also maintained in the United Kingdom, Italy,
Germany and Canada.

In the equity sector, the Portfolio's largest overweighted positions
are in the emerging markets of Asia and Latin America. We expect
these markets to exhibit significant appreciation in coming months.
Favorable economic prospects should benefit the Asian markets.
Evidence of stabilization in the Mexican financial situation should
result in a revival of interest in Latin American equity markets. We
also maintain a significant position in Japanese equities. The
Japanese stock market should continue an advance supported by an
economic recovery through increasingly stimulative monetary and
fiscal policies.

We maintained a modest underweighting in US equities. While the US
market could advance further in coming months, it is unlikely to
exhibit the superior relative performance which took place during
the first half of 1995. During that time, the US stock market
benefited from a strong bond market rally. We believe that evidence
of an acceleration of economic activity will limit the scope for
further interest rate declines over the next six months.
Representation in European equities has been selective, with
emphasis placed on companies in the capital spending,
telecommunications and energy sectors.

Sincerely,




(Arthur Zeikel)
Arthur Zeikel
President




(Kevin M. Rendino)
Kevin M. Rendino
Vice President and Portfolio Manager
<PAGE>



(Jay C. Harbeck)
Jay C. Harbeck
Vice President and Portfolio Manager




(Gregory Mark Maunz)
Gregory Mark Maunz
Vice President and Portfolio Manager




(Joel Heymsfeld)
Joel Heymsfeld
Vice President and Portfolio Manager




September 12, 1995





PERFORMANCE DATA



About Fund 
Performance


Investors are able to purchase shares of the Program through the
Merrill Lynch Select Pricing SM System, which offers four pricing
alternatives:

* Class A Shares incur a maximum initial sales charge (front-end
  load) of 5.25% and bear no ongoing distribution or account
  maintenance fees for Fundamental Value and Global Opportunity
  Portfolios. Quality Bond and US Government Securities Portfolios
  incur a maximum initial sales charge (front-end load) of 4% and bear
  no ongoing distribution or account maintenance fees. Class A Shares
  are available only to eligible investors.
<PAGE>
* Class B Shares are subject to a maximum contingent deferred sales
  charge of 4% if redeemed during the first year, decreasing 1% each
  year thereafter to 0% after the fourth year for Fundamental Value,
  Global Opportunity, Quality Bond and US Government Securities
  Portfolios. In addition, Quality Bond and US Government Securities
  Portfolios are subject to a distribution fee of 0.50% and an account
  maintenance fee of 0.25%. Fundamental Value and Global Opportunity
  Portfolios are subject to a 0.75% distribution fee and a 0.25%
  account maintenance fee. Fundamental Value and Global Opportunity
  Portfolios automatically convert to Class D Shares after
  approximately 8 years. Quality Bond and US Government Securities
  Portfolios automatically convert to Class D Shares after
  approximately 10 years.

* Class C Shares are subject to a distribution fee of 0.55% and an
  account maintenance fee of 0.25% for Quality Bond and US Government
  Securities Portfolios. Fundamental Value and Global Opportunity
  Portfolios are subject to a distribution fee of 0.75% and an account
  maintenance fee of 0.25%. In addition, Class C Shares are subject to
  a 1% contingent deferred sales charge if redeemed within one year of
  purchase.

* Class D Shares incur a maximum initial sales charge of 5.25% and
  an account maintenance fee of 0.25% (but no distribution fee) for
  Fundamental Value and Global Opportunity Portfolios. Quality Bond
  and US Government Securities Portfolios incur a maximum initial
  sales charge of 4% and an account maintenance fee of 0.25% (but no
  distribution fee).

"Aggregate Total Return" tables for all of the Program's shares are
presented below and on pages 7 and 8. Performance data for all of
the Program's shares are also presented in the "Recent Performance
Results" table on pages 8 and 9.

The "Recent Performance Results" table shows investment results
before the deduction of any sales charges for Class A, Class B,
Class C and Class D Shares for the since inception and 3-month
periods ended July 31, 1995. All data in this table assume
imposition of the actual total expenses incurred by each class of
shares during the relevant period.

None of the past results shown should be considered a representation
of future performance. Investment return and principal value of
shares will fluctuate so that shares, when redeemed, may be worth
more or less than their original cost. Dividends paid to each class
of shares will vary because of the different levels of account
maintenance, distribution and transfer agency fees applicable to
each class, which are deducted from the income available to be paid
to shareholders.
<PAGE>




Aggregate
Total Returns


Fundamental Value Portfolio

                                     % Return Without % Return With
                                       Sales Charge    Sales Charge**

Class A Shares*

Inception (2/01/95) to 6/30/95            +12.70%        + 6.78%

[FN]
 *Maximum sales charge is 5.25%
**Assuming maximum sales charge.


                                         % Return       % Return
                                       Without CDSC    With CDSC**

Class B Shares*

Inception (2/01/95) to 6/30/95            +12.20%        + 8.20%

[FN]
 *Maximum contingent deferred sales charge is 4% and is reduced to 0%
  after 4 years.
**Assuming payment of applicable contingent deferred sales charge.


                                         % Return       % Return
                                       Without CDSC    With CDSC**

Class C Shares*

Inception (2/01/95) to 6/30/95            +12.20%        +11.20%

[FN]
 *Maximum contingent deferred sales charge is 1% and is reduced to 0%
  after 1 year.
**Assuming payment of applicable contingent deferred sales charge.

<PAGE>
                                     % Return Without % Return With
                                       Sales Charge    Sales Charge**

Class D Shares*

Inception (2/01/95) to 6/30/95            +12.50%        + 6.59%

[FN]
 *Maximum sales charge is 5.25%.
**Assuming maximum sales charge.




Global Opportunity Portfolio


                                     % Return Without % Return With
                                       Sales Charge    Sales Charge**

Class A Shares*

Inception (2/01/95) to 6/30/95            + 4.70%        - 0.80%

[FN]
 *Maximum sales charge is 5.25%.
**Assuming maximum sales charge.


                                         % Return        % Return
                                       Without CDSC     With CDSC**

Class B Shares*

Inception (2/01/95) to 6/30/95            + 4.20%        + 0.20%

[FN]
 *Maximum contingent deferred sales charge is 4% and is reduced to 0%
  after 4 years.
**Assuming payment of applicable contingent deferred sales charge.


                                         % Return       % Return
                                       Without CDSC    With CDSC**

Class C Shares*

Inception (2/01/95) to 6/30/95            + 4.20%        + 3.20%

[FN]
 *Maximum contingent deferred sales charge is 1% and is reduced to 0%
  after 1 year.
**Assuming payment of applicable contingent deferred sales charge.
<PAGE>

                                     % Return Without % Return With
                                       Sales Charge    Sales Charge**

Class D Shares*

Inception (2/01/95) to 6/30/95            + 4.50%        - 0.99%

[FN]
 *Maximum sales charge is 5.25%.
**Assuming maximum sales charge.




Quality Bond Portfolio


                                     % Return Without % Return With
                                       Sales Charge    Sales Charge**

Class A Shares*

Inception (2/01/95) to 6/30/95            + 2.24%        - 1.85%

[FN]
 *Maximum sales charge is 4%.
**Assuming maximum sales charge.


                                         % Return       % Return
                                       Without CDSC    With CDSC**

Class B Shares*

Inception (2/01/95) to 6/30/95            + 1.82%        - 2.17%

[FN]
 *Maximum contingent deferred sales charge is 4% and is reduced to 0%
  after 4 years.
**Assuming payment of applicable contingent deferred sales charge.


                                         % Return       % Return
                                       Without CDSC    With CDSC**

Class C Shares*

Inception (2/01/95) to 6/30/95            + 1.80%        + 0.80%
<PAGE>
[FN]
 *Maximum contingent deferred sales charge is 1% and is reduced to 0%
  after 1 year.
**Assuming payment of applicable contingent deferred sales charge.


                                     % Return Without % Return With
                                       Sales Charge    Sales Charge**

Class D Shares*

Inception (2/01/95) to 6/30/95            + 2.15%        - 1.94%

[FN]
 *Maximum sales charge is 4%.
**Assuming maximum sales charge.





PERFORMANCE DATA (concluded)



Aggregate
Total Returns
(concluded)



US Government Securities Portfolio


                                     % Return Without % Return With
                                       Sales Charge    Sales Charge**

Class A Shares*

Inception (2/01/95) to 6/30/95            + 8.48%        + 4.14%

[FN]
 *Maximum sales charge is 4%.
**Assuming maximum sales charge.

<PAGE>
                                         % Return       % Return
                                       Without CDSC    With CDSC**

Class B Shares*

Inception (2/01/95) to 6/30/95            + 8.14%        + 4.14%

[FN]
 *Maximum contingent deferred sales charge is 4% and is reduced to 0%
  after 4 years.
**Assuming payment of applicable contingent deferred sales charge.


                                         % Return       % Return
                                       Without CDSC    With CDSC**

Class C Shares*

Inception (2/01/95) to 6/30/95            + 8.12%        + 7.12%

[FN]
 *Maximum contingent deferred sales charge is 1% and is reduced to 0%
  after 1 year.
**Assuming payment of applicable contingent deferred sales charge.


                                     % Return Without % Return With
                                       Sales Charge    Sales Charge**

Class D Shares*

Inception (2/01/95) to 6/30/95            + 8.33%        + 3.99%

[FN]
 *Maximum sales charge is 4%.
**Assuming maximum sales charge.



<PAGE>
<TABLE>
Recent
Performance
Results*
<CAPTION>
                                                                                               Since               Standardized
                                                                                              Inception  3 Month   30-day Yield
                                                               7/31/95   4/30/95 Inception++ % Change++ % Change  As of 7/31/95
<S>                                                             <C>       <C>      <C>        <C>          <C>            <C>
Fundamental Value Portfolio Class A Shares                      $11.61    $10.73   $10.00     +16.10%      + 8.20%          --
Fundamental Value Portfolio Class B Shares                       11.55     10.70    10.00     +15.50       + 7.94           --
Fundamental Value Portfolio Class C Shares                       11.55     10.70    10.00     +15.50       + 7.94           --
Fundamental Value Portfolio Class D Shares                       11.59     10.72    10.00     +15.90       + 8.12           --
Global Opportunity Portfolio Class A Shares                      10.82     10.30    10.00     + 8.20       + 5.05           --
Global Opportunity Portfolio Class B Shares                      10.76     10.27    10.00     + 7.60       + 4.77           --
Global Opportunity Portfolio Class C Shares                      10.76     10.27    10.00     + 7.60       + 4.77           --
Global Opportunity Portfolio Class D Shares                      10.81     10.29    10.00     + 8.10       + 5.05           --
Quality Bond Portfolio Class A Shares                             9.86     10.00    10.00     - 1.40       - 1.40         6.06%
Quality Bond Portfolio Class B Shares                             9.86      9.99    10.00     - 1.40       - 1.30         5.55
Quality Bond Portfolio Class C Shares                             9.86      9.99    10.00     - 1.40       - 1.30         5.50
Quality Bond Portfolio Class D Shares                             9.86      9.99    10.00     - 1.40       - 1.30         5.81
US Government Securities Portfolio Class A Shares                10.47     10.21    10.00     + 4.70       + 2.55         6.65
US Government Securities Portfolio Class B Shares                10.47     10.21    10.00     + 4.70       + 2.55         6.17
US Government Securities Portfolio Class C Shares                10.46     10.21    10.00     + 4.60       + 2.45         6.13
US Government Securities Portfolio Class D Shares                10.47     10.21    10.00     + 4.70       + 2.55         6.41
Fundamental Value Portfolio Class A Shares--Total Return                                      +16.10       + 8.20
Fundamental Value Portfolio Class B Shares--Total Return                                      +15.50       + 7.94
Fundamental Value Portfolio Class C Shares--Total Return                                      +15.50       + 7.94
Fundamental Value Portfolio Class D Shares--Total Return                                      +15.90       + 8.12
Global Opportunity Portfolio Class A Shares--Total Return                                     + 8.20       + 5.05
Global Opportunity Portfolio Class B Shares--Total Return                                     + 7.60       + 4.77
Global Opportunity Portfolio Class C Shares--Total Return                                     + 7.60       + 4.77
Global Opportunity Portfolio Class D Shares--Total Return                                     + 8.10       + 5.05
Quality Bond Portfolio Class A Shares--Total Return                                           + 1.51(1)    + 0.08(2)
Quality Bond Portfolio Class B Shares--Total Return                                           + 1.13(3)    + 0.07(4)
Quality Bond Portfolio Class C Shares--Total Return                                           + 1.10(5)    + 0.05(6)
Quality Bond Portfolio Class D Shares--Total Return                                           + 1.40(7)    + 0.21(8)
US Government Securities Portfolio Class A Shares--Total Return                               + 8.64(9)    + 4.37(10)
US Government Securities Portfolio Class B Shares--Total Return                               + 8.24(11)   + 4.16(12)
US Government Securities Portfolio Class C Shares--Total Return                               + 8.10(13)   + 4.04(14)
US Government Securities Portfolio Class D Shares--Total Return                               + 8.47(15)   + 4.31(16)
<PAGE>
<FN>
  ++The Program commenced operations on 2/01/95.
   *Investment results shown do not reflect sales charges; results
    shown would be lower if a sales charge was included.
 (1)Percent change includes reinvestment of $0.271 per share ordinary
    income dividends.
 (2)Percent change includes reinvestment of $0.148 per share ordinary
    income dividends.
 (3)Percent change includes reinvestment of $0.233 per share ordinary
    income dividends.
 (4)Percent change includes reinvestment of $0.127 per share ordinary
    income dividends.
 (5)Percent change includes reinvestment of $0.230 per share ordinary
    income dividends.
 (6)Percent change includes reinvestment of $0.125 per share ordinary
    income dividends.
 (7)Percent change includes reinvestment of $0.260 per share ordinary
    income dividends.
 (8)Percent change includes reinvestment of $0.142 per share ordinary
    income dividends.
 (9)Percent change includes reinvestment of $0.363 per share ordinary
    income dividends.
(10)Percent change includes reinvestment of $0.186 per share
    ordinary income dividends.
(11)Percent change includes reinvestment of $0.324 per share
    ordinary income dividends.
(12)Percent change includes reinvestment of $0.165 per share
    ordinary income dividends.
(13)Percent change includes reinvestment of $0.321 per share
    ordinary income dividends.
(14)Percent change includes reinvestment of $0.163 per share
    ordinary income dividends.
(15)Percent change includes reinvestment of $0.346 per share
    ordinary income dividends.
(16)Percent change includes reinvestment of $0.180 per share
    ordinary income dividends.
</TABLE>





<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS   
                                                                                                             (in US dollars)
<CAPTION>
               Fundamental Value Portfolio
LATIN                                                                                                   Value      Percent of
AMERICA        Industries         Shares Held                Investments                   Cost       (Note 1a)    Net Assets
<S>            <S>                      <C>           <S>                              <C>           <C>               <C>
Argentina      Oil--International       8,000         Yacimientos Petroliferos
                                                      Fiscales S.A. (Sponsored)
                                                      (ADR)*                           $    142,635  $    139,000        0.6%


                                                      Total Investments in Argentina        142,635       139,000        0.6


                                                      Total Investments in
                                                      Latin America                         142,635       139,000        0.6


NORTH
AMERICA

United States  Aerospace               60,000         Aviall, Inc.                          449,110       495,000        2.2

               Automotive               9,000         Ford Motor Co.                        236,320       259,875        1.2
                                        6,000         General Motors Corp.                  246,183       292,500        1.3
                                                                                       ------------  ------------      ------
                                                                                            482,503       552,375        2.5

               Auto-Related            35,000       ++National Auto Credit, Inc.            376,181       511,875        2.3

               Banking                 15,000         Bankers Trust New York Corp.          955,408       967,500        4.4

               Capital Goods            5,000         Eaton Corp.                           259,915       279,375        1.3

               Chemicals               10,000         Union Carbide Corp.                   294,130       347,500        1.6

               Environmental           92,400       ++Allwaste, Inc.                        510,654       519,750        2.3
               Services

               Financial Services       8,000         Student Loan Marketing
                                                      Association                           284,105       431,000        1.9

               Foods/Food              10,000         General Mills, Inc.                   512,742       522,500        2.3
               Processing

               Hotels                  20,000       ++John Q. Hammons Hotels, Inc.          284,843       312,500        1.4

               Information             30,000       ++Tandem Computers, Inc.                373,050       393,750        1.8
               Processing              40,000       ++Unisys Corp.                          381,425       355,000        1.6
                                                                                       ------------  ------------      ------
                                                                                            754,475       748,750        3.4
<PAGE>
               Insurance               10,000         TIG Holdings, Inc.                    206,305       247,500        1.1

               Medical Services        75,000         Applied Bioscience
                                                      International, Inc.                   388,612       356,250        1.6
                                       15,000       ++Foundation Health Corp.               464,225       513,750        2.3
                                                                                       ------------  ------------      ------
                                                                                            852,837       870,000        3.9

               Metals--                11,700         ASARCO Inc.                           289,412       371,475        1.7
               Non-Ferrous

               Oil Refiners            50,000         Total Petroleum of
                                                      North America Ltd.                    588,173       581,250        2.6

               Oil--Related            30,000       ++Tetra Tech., Inc.                     364,150       360,000        1.6

               Oil/Gas Producers       55,000       ++Swift Energy Co.                      472,649       481,250        2.2

               Paper & Forest           5,000         International Paper Co.               367,664       422,500        1.9
               Products

               Pharmaceuticals          5,000         Bristol-Myers Squibb Co.              316,560       346,250        1.6

               Real Estate             20,000         Bay Apartment Communities, Inc.       356,450       397,500        1.8
               Investment Trust        20,000         Camden Property Trust                 450,612       417,500        1.9
                                       20,000         Evans Withycombe Residential,
                                                      Inc.                                  404,875       385,000        1.7
                                       15,000         Simon Property Group, Inc.            357,555       367,500        1.7
                                                                                       ------------  ------------      ------
                                                                                          1,569,492     1,567,500        7.1


               Restaurants             30,000         Darden Restaurants, Inc.              329,558       326,250        1.5

               Retail                  25,000         Dillard Department Stores, Inc.       682,325       775,000        3.5
                                       25,000         Kmart Corp.                           326,500       393,750        1.8
                                                                                       ------------  ------------      ------
                                                                                          1,008,825     1,168,750        5.3

               Retail--Specialty       25,000         The Limited, Inc.                     517,323       512,500        2.3

               Savings & Loans         20,000         Bay View Capital Corp.                482,500       495,000        2.2
                                       54,000         Greater New York Savings Bank         504,892       567,000        2.6
                                       20,000         Washington Mutual Savings Bank        417,984       472,500        2.1
                                                                                       ------------  ------------      ------
                                                                                          1,405,376     1,534,500        6.9

               Steel                   10,000         USX-US Steel Group                    308,255       331,250        1.5
                                       30,000       ++WHX Corp.                             327,870       360,000        1.6
                                                                                       ------------  ------------      ------
                                                                                            636,125       691,250        3.1
<PAGE>
               Technology              75,000       ++Micronics Computers, Inc.             370,369       290,625        1.3
                                       10,000       ++Storage Technology Corp.              193,370       256,250        1.2
                                       25,000       ++Syquest Technology, Inc.              298,575       409,375        1.8
                                       20,000       ++Western Digital Corp.                 339,928       387,500        1.7
                                                                                       ------------  ------------      ------
                                                                                          1,202,242     1,343,750        6.0

               Telecommunications      20,000         MCI Communications Corp.              436,950       477,500        2.1

               Textiles & Apparel      25,000       ++Burlington Industries, Inc.           281,265       312,500        1.4
                                       12,000         Liz Claiborne, Inc.                   201,470       274,500        1.2
                                                                                       ------------  ------------      ------
                                                                                            482,735       587,000        2.6

               Utilities                5,000         Texas Utilities Co.                   165,435       169,375        0.8

                                                      Total Investments in the
                                                      United States                      16,375,877    17,746,725       79.9


                                                      Total Investments in
                                                      North America                      16,375,877    17,746,725       79.9


WESTERN
EUROPE

United         Conglomerates           25,000       ++ADT Ltd. (ADR)*                       283,600       300,000        1.4
Kingdom

                                                      Total Investments in the
                                                      United Kingdom                        283,600       300,000        1.4


                                                      Total Investments in
                                                      Western Europe                        283,600       300,000        1.4
</TABLE>


<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (concluded)                                                                         (in US dollars)
<CAPTION>


               Fundamental Value Portfolio
SHORT-TERM                            Face                                                              Value      Percent of
SECURITIES                           Amount                  Investments                   Cost       (Note 1a)    Net Assets
               <S>                 <C>                <S>                              <C>           <C>               <C>
               Commercial Paper**  $  917,000         General Electric Capital Corp.,
                                                      5.80% due 8/01/1995              $    917,000  $    917,000        4.1%

               US Government &      1,200,000         Federal Home Loan Bank,
               Agency                                 5.66% due 8/28/1995                 1,194,906     1,194,906        5.4
               Obligations**                          Federal Home Loan Mortgage
                                                      Corp.:
                                      200,000            5.81% due 8/03/1995                199,935       199,935        0.9
                                      200,000            5.61% due 8/09/1995                199,751       199,751        0.9
                                                      Federal National Mortgage
                                                      Association:
                                      200,000            5.62% due 8/11/1995                199,688       199,688        0.9
                                    1,200,000            5.62% due 8/25/1995              1,195,504     1,195,504        5.4
                                      300,000            5.63% due 9/08/1995                298,217       298,217        1.3
                                                                                       ------------  ------------      ------
                                                                                          3,288,001     3,288,001       14.8


                                                      Total Investments in
                                                      Short-Term Securities               4,205,001     4,205,001       18.9


               Total Investments                                                       $ 21,007,113    22,390,726      100.8
                                                                                       ============
               Liabilities in Excess of Other Assets                                                     (188,730)      (0.8)
                                                                                                     ------------      ------
               Net Assets                                                                            $ 22,201,996      100.0%
                                                                                                     ============      ======


             <FN>
              *American Depositary Receipts (ADR).
             **Commercial Paper and certain US Government & Agency Obligations
               are traded on a discount basis; the interest rates shown are the
               rates paid at the time of purchase by the Portfolio.
             ++Non-income producing security.

               See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS                                                                                     (in US dollars)
<CAPTION>


               Global Opportunity Portfolio
                                                                                                        Value      Percent of
COUNTRY        Industries         Shares Held                Investments                   Cost       (Note 1a)    Net Assets
<S>            <S>                <C>                 <S>                              <C>           <C>               <C>
Canada         Cellular       US$     100,000         Rogers Communication, Inc.,
               Telephones                             10.875% due 4/15/2004            $    100,250  $    103,625        0.5%

               Conglomerates          200,000         Sherritt Gordon Ltd., 9.75%
                                                      due 4/01/2003                         192,500       200,000        0.9

               Financial Services     100,000         Groupe L'TEE Videotron, 10.625%
                                                      due 2/15/2005                          99,375       106,500        0.5

               Industrial             100,000         Gulf Canada Resources, Ltd.,
                                                      9.25% due 1/15/2004                    95,000        99,750        0.5


United         Broadcasting &         125,000         The Katz Corp., 12.75% due
States         Publishing                             11/15/2002                            129,625       135,625        0.6

               Building &             100,000         Del E. Webb Corporation, 9.75%
               Construction                           due 3/01/2003                          86,000        97,500        0.4

               Cellular Telephones    200,000         Dial Page, Inc., 12.25% due
                                                      2/15/2000                             205,375       217,000        1.0

               Chemicals              205,000         G-I Holdings Inc., 3.88% due
                                                      10/01/1998 (a)                        143,473       145,550        0.7

               Communications         300,000         Panamsat L.P., 11.10% due
                                                      8/01/2003 (a)                         212,748       220,500        1.0
               Consumer Products      280,000         Coleman Holdings, Inc., 22.54%
                                                      due 5/27/1998 (a)                     208,659       214,200        1.0

               Cosmetics              100,000         Revlon Consumer Products Corp.,
                                                      9.375% due 4/01/2001                   89,975        98,000        0.4

               Energy                 250,000         Oleoducts Central S.A., 9.35%
                                                      due 9/01/2005                         250,000       247,500        1.2

               Entertainment          100,000         Marvel III Holdings, Inc.,
                                                      9.125% due 2/15/1998                   93,500        92,000        0.4

               Financial              100,000         Reliance Group Holdings, Inc.,
               Services                               9.75% due 11/15/2003                   93,250        98,000        0.4

               Health Care            100,000         Tenet Healthcare Corp., 10.125%
                                                      due 3/01/2005                         100,000       106,000        0.5

               Hotels                 100,000         John Q. Hammons Hotels, Inc.,
                                                      8.875% due 2/15/2004                   89,750        95,500        0.4
<PAGE>
               Hotels &               200,000         Bally's Park Place Funding
               Casinos                                Corp., 9.25% due 3/15/2004            182,000       192,000        0.9
                                      100,000         Host Marriot Hospitality, Inc.,
                                                      9.50% due 5/15/2005                    96,377        98,250        0.5
                                      200,000         Trump Plaza Funding, Inc.,
                                                      10.875% due 6/15/2001                 177,500       190,000        0.9
                                                                                       ------------  ------------      ------
                                                                                            455,877       480,250        2.3

               Industrial             100,000         Repap Wisconsin, Inc., 9.25%
                                                      due 2/01/2002                          89,500        99,250        0.5

               Industrial--           100,000       ++TransTexas Gas Corp., 11.50%
               Energy                                 due 6/15/2002                         100,000       104,000        0.5

               Metal & Mining          50,000         Kaiser Aluminum & Chemical
                                                      Corp., 12.75% due 2/01/2003            52,250        55,375        0.3

               Steel                  100,000         WCI Steel, Inc., 10.50% due
                                                      3/01/2002                              97,000        99,250        0.5

               Transport Services     100,000         Eletson Holdings, Inc., 9.25%
                                                      due 11/15/2003                         94,360        96,000        0.4

               Transportation         100,000         Viking Star Shipping Co.,
                                                      9.625% due 7/15/2003                   96,000        99,250        0.5

               Utilities              100,000         Beaver Valley Funding Co.,
                                                      8.625% due 6/01/2007                   82,000        87,554        0.4
                                      100,000         CTC Mansfield Funding Corp.,
                                                      11.125% due 9/30/2016                  98,750       102,319        0.5
                                      200,000         Maxus Energy Corp., 9.875%
                                                      due 10/15/2002                        182,250       193,000        0.9
                                                                                       ------------  ------------      ------
                                                                                            363,000       382,873        1.8


                                                      Total Investments in
                                                      Corporate Bonds                     3,537,467     3,693,498       17.2


                                                          Foreign Government &
                                                          Agency Obligations

Germany                             1,200,000         Bundes Obligations, 7.375%
                                                      due 1/03/2005                         883,418       898,980        4.2

<PAGE>
United                                300,000         UK Treasury Gilt, 8% due
Kingdom                                               6/10/2003                             467,880       475,559        2.2


                                                      Total Investments in
                                                      Foreign Government &
                                                      Agency Obligations                  1,351,298     1,374,539        6.4


                                                          Foreign Obligations

Canada                         C$     500,000         National Bank of Canada,
                                                      7.25% due 6/01/2003                   354,827       341,676        1.6


Italy                         Lit 300,000,000         Buoni Poliennali del Tesoro,
                                                      10% due 8/01/2003                     165,110       172,404        0.8


                                                      Total Investments in
                                                      Foreign Obligations                   519,937       514,080        2.4


                                                      Total Investments in
                                                      Corporate Bonds,
                                                      Foreign Government & Agency
                                                      & Foreign Obligations               5,408,702     5,582,117       26.0
</TABLE>



<TABLE>
SCHEDULE OF INVESTMENTS (continued)                                                                           (in US dollars)
<CAPTION>
               Global Opportunity Portfolio
                                      Shares                                                            Value      Percent of
COUNTRY        Industries              Held                  Investments                   Cost       (Note 1a)    Net Assets
<S>            <S>                    <C>             <S>                               <C>           <C>              <C>
United         Aerospace &              2,500         United Technologies Corporation   $   174,847   $   210,000        1.0%
States         Defense

               Agriculture             11,200         Archer-Daniels-Midland Co.            210,109       184,800        0.9

               Automobile Parts         4,500         Stewart & Stevenson Services,
                                                      Inc.                                  160,797       171,000        0.8

               Automobiles              5,400         Ford Motor Co.                        144,378       155,925        0.7

               Capital Goods            7,500         Keystone International, Inc.          136,220       157,500        0.7
<PAGE>
               Chemicals                5,100         Nalco Chemical Company                175,132       181,688        0.8
                                        3,800         Shanghai Petrochemical Co., Ltd.       95,266       120,650        0.6
                                                                                        -----------   -----------      ------
                                                                                            270,398       302,338        1.4

               Commercial--             6,500         Kelly Services, Inc.                  199,275       177,125        0.8
               Services

               Conglomerates              265         US Industries Inc.                      3,642         3,809        0.0

               Consumer--               3,000         Whirlpool Corporation                 173,678       173,250        0.8
               Durables

               Hardware Products        4,500         Stanley Works (The)                   180,743       178,313        0.8

               Hospital Supplies        5,000         Abbott Laboratories                   185,467       200,000        0.9

               Industrial               6,500         Comsat Corporation                    119,518       150,313        0.7

               Insurance               10,000         Humana Inc.                           212,450       193,750        0.9

               Machinery                5,000         Ingersoll-Rand Company                189,675       208,750        1.0

               Manufacturing            5,000         Fisher Scientific
                                                      International Inc.                    156,974       164,375        0.8

               Natural Resources       10,800         Canadian Pacific Limited              165,958       193,050        0.9

               Office--Related          3,900         Pitney Bowes, Inc.                    136,850       156,487        0.7

               Oil Service              6,500         Dresser Industries, Inc.              132,353       149,500        0.7
                                        1,800         Schlumberger Ltd., Inc.                95,976       120,600        0.6
                                                                                        -----------   -----------      ------
                                                                                            228,329       270,100        1.3

               Oil--Integrated          5,500         Phillips Petroleum Company            180,292       194,562        0.9

               Pharmaceuticals          3,100         Merck & Co., Inc.                     128,460       160,037        0.7

               Photography              2,900         Eastman Chemical Co.                  159,485       185,600        0.9
                                        3,000         Eastman Kodak Company                 160,085       172,875        0.8
                                                                                        -----------   -----------      ------
                                                                                            319,570       358,475        1.7

               Pollution                3,900         General Slgnal Corporation            141,699       143,812        0.7
               Control                  9,000         Wheelabrator Technologies Inc.        140,505       149,625        0.7
                                                                                        -----------   -----------      ------
                                                                                            282,204       293,437        1.4

               Publishing               2,700         Gannett Co., Inc.                     143,295       147,825        0.7
<PAGE>
               Telecommunications       2,600         Bell Atlantic Corporation             140,051       148,850        0.7
                                        4,100         GTE Corporation                       139,325       145,550        0.7
                                        4,800         Northern Telecom Limited              171,686       180,600        0.8
                                                                                        -----------   -----------      ------
                                                                                            451,062       475,000        2.2

               Utilities--              3,700         AT&T Corp.                            191,509       195,175        0.9
               Communications

               Utilities--              8,600         California Energy Company, Inc.       144,821       164,475        0.8
               Electric

                                                      Total Investments in
                                                      United States Stocks                4,890,521     5,239,871       24.4


                                                               Foreign Stocks


Argentina      Banking                  5,000         Banco Frances del Rio de
                                                      la Plata S.A.                          80,350       105,000        0.5

               Oil & Gas                4,700         Yacimientos Petroliferos
               Producers                              Fiscales S.A.(Sponsored) (ADR)**       98,394        81,662        0.4


Australia      Banking                 12,000         National Australia Bank Limited       102,479        98,080        0.5

               Multi-Industry          40,000         Pacific Dunlop Ltd.                    93,681        93,410        0.4


Chile          Banking                  5,500         Banco O'Higgins S.A.                  101,392       116,875        0.5


France         Building &                 800         Compagnie de Saint-Gobain              94,832       106,551        0.5
               Construction

               Communication            1,700         Alcatel Alsthom                       148,786       180,495        0.8
               Equipment

               Oil--                    2,600         Schneider S.A.                             --       108,351        0.5
               International            1,300         Schneider S.A.                        102,933            --        0.0
                                        3,300         TOTAL S.A. (ADR)**                     94,281       102,712        0.5
                                                                                        -----------   -----------      ------
                                                                                            197,214       211,063        1.0

<PAGE>
Germany        Electronics                300         Siemens AG                            143,480       158,609        0.7

               Machinery &                450         Mannesmann AG                         127,844       150,402        0.7
               Equipment                  500         Thyssen AG                             92,087       104,219        0.5
                                                                                        -----------   -----------      ------
                                                                                            219,931       254,621        1.2

               Multi-Industry             300         Preussag AG                            91,752        95,969        0.4


Hong Kong      Multi-Industry          14,000         Swire Pacific Ltd. (Class A)           96,152       109,467        0.5

               Real Estate             17,000         Sun Hung Kai Properties, Ltd.         104,273       127,981        0.6

               Utilities-Electric      19,000         China Light & Power Co., Ltd.          93,942        99,205        0.5


Indonesia      Telecommunications       3,000         P.T. Indonesian Satellite 
                                                      (ADR)**                                95,430       112,500        0.5


Italy          Building                24,000         Italcementi S.p.A.                     93,046        77,514        0.4
               Materials

               Telecommunications      50,000         Societa Finanziara Telefonica
                                                      S.p.A. (STET)                         146,511       157,235        0.7


Japan          Banking &                6,000         Sanwa Bank, Ltd.                      121,129       128,805        0.6
               Financial

               Building &              12,000         Maeda Corp.                           133,874       139,028        0.6
               Construction            15,000         Okumura Corp.                         134,507       141,924        0.7
                                                                                        -----------   -----------      ------
                                                                                            268,381       280,952        1.3

               Building                11,000         Asahi Glass Co., Ltd.                 131,493       129,941        0.6
               Materials

               Capital Goods           17,000         Hitachi Cable Ltd.                    129,552       117,015        0.5
                                       14,000         Mitsubishi Heavy
                                                      Industries, Ltd.                       94,894       101,295        0.5
                                                                                        -----------   -----------      ------
                                                                                            224,446       218,310        1.0

               Chemicals                8,000         Sekisui Chemical Co., Ltd.             99,347        96,320        0.5

               Construction &           9,000         Kandenko Co., Ltd.                    121,387       117,560        0.5
               Housing

               Consumer--               3,000         Rohm Company Ltd.                     141,942       170,718        0.8
               Electronics

               Diversified              8,000         Tokyo Style Co., Ltd.                 120,819       122,672        0.6

</TABLE>
<PAGE>


<TABLE>
SCHEDULE OF INVESTMENTS (concluded)                                                                           (in US dollars)
<CAPTION>
               Global Opportunity Portfolio
                                      Shares                                                            Value      Percent of
COUNTRY        Industries              Held                 Foreign Stocks                 Cost       (Note 1a)    Net Assets
<S>            <S>                    <C>             <S>                               <C>           <C>              <C>
Japan          Electronics              1,000         Kyocera Corporation               $    75,152   $    86,552        0.4%
(concluded)
                                        6,000         Makita Electric Work Ltd.              91,149        94,730        0.4

                                        8,000         Matsushita Electric Industrial
                                                      Co., Ltd.                             116,780       133,576        0.6
                                       19,000         Mitsubishi Electric Corp.             137,527       140,925        0.7
                                        9,000         Sharp Corp.                           140,675       131,872        0.6
                                                                                        -----------   -----------      ------
                                                                                            561,283       587,655        2.7

               Financial Services       6,000         Mitsubishi Trust and Banking
                                                      Corp.                                 102,035       108,360        0.5

               Food Processing          5,000         Yamazaki Baking Co., Ltd.              89,111        97,115        0.5

               Industrial               6,000         Toto Ltd.                              91,919        92,685        0.4

               Insurance               15,000         Nippon Fire & Marine Insurance
                                                      Co., Ltd.                              93,756        91,663        0.4
                                       20,000         Nippon Oil Co., Ltd.                  121,398       124,943        0.6
                                        9,000         Tokio Marine & Fire Insurance
                                                      Co., Ltd.                              97,273       107,338        0.5
                                                                                        -----------   -----------      ------
                                                                                            312,427       323,944        1.5

               Machinery               13,000         Komatsu Ltd.                          103,087       106,168        0.5
                                        2,000         SMC Corporation                        98,090       121,763        0.6
                                                                                        -----------   -----------      ------
                                                                                            201,177       227,931        1.1

               Photography              6,000         Canon Inc.                             88,100       109,041        0.5

               Printing &               7,000         Dai Nippon Printing Co., Ltd.         112,301       112,903        0.5
               Publishing

               Retail Stores            2,000         Ito-Yokado Co., Ltd.                   92,743       110,632        0.5
<PAGE>
               Textiles                15,000         Toray Industries Inc.                  95,214        95,411        0.4

               Trading                 11,000         Kamigumi Co., Ltd.                     91,627       104,328        0.5
                                       13,000         Sumitomo Corp.                        124,539       130,679        0.6
                                                                                        -----------   -----------      ------
                                                                                            216,166       235,007        1.1


Malaysia       Automotive &            39,000         UMW Holdings BHD                       98,720       125,422        0.6
               Equipment

               Building                18,000         Hong Leong Industries BHD              93,277       112,843        0.5
               Materials


Mexico         Capital Goods           44,000         Cementos Mexicanos, S.A. de
                                                      C.V. (Cemex)                          131,719       180,753        0.8

               Telecommunications       8,000         Empresas ICA Sociedad Controladora,
                                                      S.A. de C.V. (ADR)**                   92,223        75,000        0.4

               Utilities--              3,000         Telefonos de Mexico, S.A. de
               Communications                         C.V. (ADR)**                           86,460        99,000        0.5


Netherlands    Oil--                    1,300         Royal Dutch Petroleum N.V. (ADR)**    153,715       165,100        0.8
               International


Norway         Shipplng                 3,500         Kvaerner A.S. (CIass B)               156,837       162,977        0.8


Philippines    Telecommunications       2,000         Philippine Long Distance
                                                      Telephone Co. (ADR)**                 141,453       138,750        0.6


Portugal       Banking                 10,000         Banco Comercial Portugues
                                                      (B.C.P.) (ADR)**                      137,375       132,500        0.6


Singapore      Machinery               12,000         Jurong Shipyard Ltd.                   96,693        90,452        0.4

               Shipping                75,000         Neptune Orient Lines Ltd.              93,990        89,375        0.4


Spain          Petroleum                4,800         Repsol S.A.                           143,703       160,200        0.7

<PAGE>
Sweden         Engineering &            5,500         SKF AB 'B' Free                        98,567       123,262        0.6
               Construction


Switzerland    Building &                 125         Holderbank Financiere
               Construction                           Glarus AG (Bearer)                     92,109       102,641        0.5

               Building Materials         625         Holderbank Financiere Glarus AG            --           844        0.0

               Electrical Equipment       150         BBC Brown Boveri & Cie (Bearer)       140,031       158,342        0.7

               Machinery                  200         Sulzer Gebrueder AG                   115,432       124,651        0.6


Thailand       Real Estate             30,000         MDX Company Ltd.                       89,321        75,167        0.4


United         Building                 4,000         Grand Metropolitan PLC (ADR)**         94,780        97,500        0.5
Kingdom        Materials

               Business Services        9,000         GKN PLC                                92,846       104,125        0.5
                                       52,000         Lucas Industries PLC (Ordinary)       158,646       156,436        0.7
                                                                                        -----------   -----------      ------
                                                                                            251,492       260,561        1.2

               Chemicals                2,200         Imperial Chemical Industries PLC      100,782       110,825        0.5

               Conglomerates            9,300         Hanson PLC (Sponsored) (ADR)**        164,668       160,425        0.7

               Electrical              20,000         General Electric Co. PLC
               Equipment                              (Ordinary)                             97,276        97,132        0.5

               Telecommunications       2,000         British Telecommunications
                                                      PLC (ADR)**                           127,640       127,250        0.6

               Utilities--Gas           1,900         British Gas PLC (ADR)**                92,758        88,825        0.4


                                                      Total Investments in
                                                      Foreign Stocks                      8,084,086     8,611,996       40.0


SHORT-TERM                               Face
SECURITIES                             Amount              Short-Term Securities

               Commercial      US$    479,000         General Electric Capital Corp.,
               Paper***                               5.80% due 8/01/1995                   479,000       479,000        2.2

<PAGE>
               US Government &      1,500,000         Federal National Mortgage
               Agency                                 Association, 5.63% due 8/10/1995    1,497,889     1,497,889        7.0
               Obligations***


                                                      Total Investments in
                                                      Short-Term Securities               1,976,889     1,976,889        9.2


               Total Investments                                                        $20,360,198    21,410,873       99.6
                                                                                        ===========

               Unrealized Appreciation on

               Forward Foreign Exchange Contracts++++                                                       7,997        0.1

               Other Assets Less Liabilities                                                               71,099        0.3
                                                                                                      -----------      ------
               Net Assets                                                                             $21,489,969      100.0%
                                                                                                      ===========      ======





            <FN>
              *Denominated in US dollars unless otherwise indicated.
             **American Depositary Receipts (ADR).
            ***Commercial Paper and certain US Government & Agency Obligations
               are traded on a discount basis; the interest rates shown are the
               discount rates paid at the time of purchase by the Portfolio.
            (a)Represents a zero coupon or step bond; the interest rate shown is
               the effective yield at the time of purchase.
             ++Non-income producing security.
           ++++Forward foreign exchange contracts sold as of July 31, 1995
               were as follows:


               Foreign                       Expiration       Unrealized
               Currency Sold                    Date     Appreciation (Note 1a)

               YEN 100,660,000             January 1996         $7,997

               Total Unrealized Appreciation on Forward
               Foreign Exchange Contracts Sold
               (US$ Commitment--$1,171,244)                     $7,997
                                                                ======

               See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS                                                                                     (in US dollars)
<CAPTION>
                   Quality Bond Portfolio

                     S&P      Moody's   Face                                                                          Value
INDUSTRIES         Ratings    Ratings   Amount                     Bonds & Notes                       Cost        (Note 1a)
<S>                <S>        <S>   <C>               <S>                                          <C>            <C>
Banking--3.3%      A-         A3    $  150,000        First Bank System, Inc., 7.625%
                                                      due 5/01/2005                                $  158,753     $  155,555


Financial          A          A2       150,000        Dean Witter, Discover & Co., 6.50% due
Services--9.3%                                        11/01/2005                                      146,831        141,845
                   BBB+       A3       150,000        General Motors Acceptance Corp., 7.85%
                                                      due 3/05/1997                                   153,815        153,437
                   A-         A3       150,000        Smith Barney Holdings, 6.875% due
                                                      6/15/2005                                       148,485        144,354
                                                                                                   ----------     ----------
                                                                                                      449,131        439,636


Foreign            A          A2       115,000        Kingdom of Thailand, 8.25% due
Government                                            3/15/2002                                       124,737        122,115
Obligations--4.7%  A+         A2       100,000        Pohang Iron & Steel Company, Ltd.,
                                                      7.375% due 5/15/2005                            101,816        100,436
                                                                                                   ----------     ----------
                                                                                                      226,553        222,551


Industrial--       A-         A2       150,000        American Home Products Corporation,
Consumer                                              7.90% due 2/15/2005                             162,417        159,170
Goods--10.2%       AA-        A1       100,000        Anheuser-Busch Co., Inc., 8.75% due
                                                      12/01/1999                                      107,905        108,460
                   A+         A1       100,000        Bass America, Inc., 8.125% due
                                                      3/31/2002                                       105,928        106,371
                   BBB        A2       100,000        Sears, Roebuck & Co., 9.25% due
                                                      4/15/1998                                       106,444        106,620
                                                                                                   ----------     ----------
                                                                                                      482,694        480,621


Industrial--       AA-        A1       175,000        BP America Inc., 9.375% due
Energy--8.4%                                          11/01/2000                                      200,263        196,420
                   A+         A1       175,000        Texaco Capital Inc., 8.625% due
                                                      11/15/2031                                      205,665        197,675
                                                                                                   ----------     ----------
                                                                                                      405,928        394,095

<PAGE>
Industrial--       AA-       Aa3       150,000        Capital Cities/ABC, Inc., 8.75% 
Other--6.9%                                           due 8/15/2021                                   176,105        169,562
                   A-         A3       150,000        Carnival Cruise Lines, Inc.,
                                                      7.70% due 7/15/2004                             156,745        154,209
                                                                                                   ----------     ----------
                                                                                                      332,850        323,771


Supranational--    AAA       Aaa       166,000        International Bank for Reconstruction
4.6%                                                  & Development, 12.375% due
                                                      10/15/2002                                      222,483        218,497


US Government                                         US Treasury Notes:
Obligations--20.4% AAA       Aaa       250,000           6.125% due 7/31/2000                         249,522        249,647
                   AAA       Aaa       250,000           6.375% due 8/15/2002                         256,250        250,155
                   AAA       Aaa       350,000           6.50% due 5/15/2005                          359,297        351,585
                   AAA       Aaa       100,000           7.50% due 11/15/2024                         110,562        107,703
                                                                                                   ----------     ----------
                                                                                                      975,631        959,090

Utilities--        A          A2       150,000        Virginia Electric & Power Co.,
Electric--                                            8.625% due 10/01/2024                           166,200        162,176
3.4%


                                                      Total Investments in
                                                      Bonds & Notes--71.2%                          3,420,223      3,355,992


SHORT-TERM
SECURITIES                                                    Issue

Commercial                             133,000        General Electric Capital Corp.,
Paper*--2.8%                                          5.80% due 8/01/1995                             133,000        133,000


US Government                          1,100,000      US Treasury Bills, 5.35% due
Obligations*--                                        8/24/1995                                     1,096,240      1,096,240
23.2%
                                                      Total Investments in
                                                      Short-Term Securities--26.0%                  1,229,240      1,229,240


                   Total Investments--97.2%                                                        $4,649,463      4,585,232
                                                                                                   ==========
                   Other Assets Less Liabilities--2.8%                                                               130,300
                                                                                                                  ----------
                   Net Assets--100.0%                                                                             $4,715,532
                                                                                                                  ==========


<PAGE>
                  <FN>
                  *Commercial Paper and certain US Government Obligations are traded
                   on a discount basis; the interest rates shown are the discount rates
                   paid at the time of purchase by the Portfolio.

                   See Notes to Financial Statements.
</TABLE>



<TABLE>
SCHEDULE OF INVESTMENTS                                                                                      (in Thousands)
<CAPTION>
                    US Government Securities Portfolio
                                                                           Face       Interest       Maturity        Value
                    Issue                                                 Amount        Rate           Date        (Note 1a)
<S>                 <S>                                                   <C>          <C>          <C>              <C>
US Government &     US Treasury Notes                                     $  900       6.875%        3/21/2000       $   924
Agency Obliga-      US Treasury Notes                                        230       7.875        11/15/2004           252
tions-- 15.1%


                    Total US Government & Agency Obligations (Cost--$1,127)                                            1,176


US Government &     Federal Home Loan Mortgage Corporation                 2,235       11.50         6/01/2019         2,454
Agency              Federal Home Loan Mortgage Corporation                 2,173        7.00         4/01/2024         2,121
Mortgage-Backed     Federal Home Loan Mortgage Corporation                   812        7.00         6/01/2024           792
Obligations*--
69.0%


                    Total US Government & Agency Mortgage-Backed Obligations (Cost--$5,371)                            5,367


                                  Face
                     Amount      Issue

Repurchase          $   875      Nikko Securities Company, purchased on 7/31/1995 to yield 5.85% to 8/01/1995            875
Agreement**--
11.2%


                    Total Repurchase Agreement (Cost--$875)                                                              875

<PAGE>
                    Total Investments (Cost--$7,373)--95.3%                                                            7,418

                    Other Assets Less Liabilities--4.7%                                                                  365
                                                                                                                    --------
                    Net Assets--100.0%                                                                              $  7,783
                                                                                                                    ========


                  <FN>
                   *Mortgage-Backed Obligations are subject to principal paydowns as a
                    result of prepayments or refinancing of the underlying mortgage
                    instruments. As a result, the average life may be substantially less
                    than the original maturity.
                  **Repurchase Agreement is fully collateralized by US Government &
                    Agency Obligations.

                    See Notes to Financial Statements.
</TABLE>




<TABLE>
STATEMENTS OF ASSETS AND LIABILITIES
<CAPTION>
                                                                                                                US
                                                                Fundamental       Global        Quality      Government
                                                                   Value       Opportunity        Bond       Securities
                    As of July 31, 1995                          Portfolio      Portfolio       Portfolio     Portfolio
<S>                 <S>                                         <C>            <C>            <C>            <C>
Assets:             Investments, at value* (Note la)            $22,390,726    $21,410,873    $ 4,585,232    $ 7,418,428
                    Foreign cash (Note 1c)                               --          6,479             --             --
                    Cash                                                 --             --        249,891         35,847
                    Unrealized appreciation on forward
                    foreign exchange contracts (Note 1b)                 --          7,997             --             --
                    Receivables:
                       Capital shares sold.                         157,616         90,866         33,903        151,635
                       Interest                                          --        148,835         66,491         85,363
                       Securities sold                              258,444             --             --             --
                       Investment adviser (Note 2)                       --             --         25,192         66,949
                       Principal paydowns                                --             --             --         35,909
                       Dividends                                     17,090         17,011             --             --
                    Deferred organization expenses (Note 1f)         34,848         80,070         20,614         44,032
                    Prepaid registration fees and other
                    assets (Note 1f)                                 50,000         50,000         39,173         84,546
                                                                -----------    -----------    -----------    -----------
                    Total assets                                 22,908,724     21,812,131      5,020,496      7,922,709
                                                                -----------    -----------    -----------    -----------

<PAGE>
Liabilities:        Payables:
                       Capital shares redeemed.                     449,667        109,607            401            138
                       Securities purchased                           1,590         41,792        249,523             --
                       Investment adviser (Note 2)                   14,767         16,166             --             --
                       Distributor (Note 2)                          15,263          9,917          1,496          2,704
                       Dividends to shareholders (Note 1g)               --             --          8,583         14,946
                    Accrued expenses and other liabilities          225,441        144,680         44,961        121,692
                                                                -----------    -----------    -----------    -----------
                    Total liabilities                               706,728        322,162        304,964        139,480
                                                                -----------    -----------    -----------    -----------


Net Assets:         Net assets                                  $22,201,996    $21,489,969    $ 4,715,532    $ 7,783,229
                                                                ===========    ===========    ===========    ===========


Net Assets          Class A Common Stock, $0.10 par
Consist of:         value++                                     $    17,313    $    79,585    $    20,660    $    51,863
                                                                ===========    ===========    ===========    ===========
                    Class B Common Stock, $0.10 par
                    value++++.                                      119,212         87,538         19,841         15,821
                                                                ===========    ===========    ===========    ===========
                    Class C Common Stock, $0.10 par
                    value++++++.                                     42,201         24,154          5,759          5,791
                                                                ===========    ===========    ===========    ===========
                    Class D Common Stock, $0.10 par
                    value++++++++.                                   13,400          7,887          1,562            892
                                                                ===========    ===========    ===========    ===========
                    Paid-in capital in excess of par.            20,028,610     19,932,896      4,731,271      7,431,973
                                                                ===========    ===========    ===========    ===========
                    Undistributed investment income--net             76,538        231,283             --             --
                                                                ===========    ===========    ===========    ===========
                    Undistributed realized capital
                       gains on investments and foreign
                       currency transactions--net                   521,109         67,402            670        231,391
                                                                ===========    ===========    ===========    ===========
                    Unrealized appreciation
                       (depreciation) on investments
                       and foreign currency
                       transactions--net                          1,383,613      1,059,224        (64,231)        45,498
                                                                ===========    ===========    ===========    ===========
                    Net assets                                  $22,201,996    $21,489,969    $ 4,715,532    $ 7,783,229
                                                                ===========    ===========    ===========    ===========

<PAGE>
Net Asset Value:    Class A:
                       Net assets                               $ 2,009,904    $ 8,614,747    $ 2,037,774    $ 5,428,082
                                                                ===========    ===========    ===========    ===========
                       Shares outstanding                           173,132        795,846        206,600        518,635
                                                                ===========    ===========    ===========    ===========
                       Net asset value and
                       redemption price per share               $     11.61    $     10.82    $      9.86    $     10.47
                                                                ===========    ===========    ===========    ===========

                    Class B:
                       Net assets                               $13,765,635    $ 9,422,995    $ 1,956,007    $ 1,655,798
                                                                ===========    ===========    ===========    ===========
                       Shares outstanding                         1,192,116        875,385        198,404        158,205
                                                                ===========    ===========    ===========    ===========
                       Net asset value and
                       redemption price per share               $     11.55    $     10.76    $      9.86    $     10.47
                                                                ===========    ===========    ===========    ===========
                    Class C:
                       Net assets                               $ 4,872,813    $ 2,599,739    $   567,710    $   605,957
                                                                ===========    ===========    ===========    ===========
                       Shares outstanding.                          422,009        241,544         57,591         57,909
                                                                ===========    ===========    ===========    ===========
                       Net asset value and
                       redemption price per share               $     11.55    $     10.76    $      9.86    $     10.46
                                                                ===========    ===========    ===========    ===========

                    Class D:
                       Net assets                               $ l,553,644    $   852,488    $   154,041    $    93,392
                                                                ===========    ===========    ===========    ===========
                       Shares outstanding                           133,998         78,869         15,624          8,919
                                                                ===========    ===========    ===========    ===========
                       Net asset value and redemption
                       price per share                          $     11.59    $     10.81    $      9.86    $     10.47
                                                                ===========    ===========    ===========    ===========

               <FN>
                      *Identified cost                          $21,007,113    $20,360,198    $ 4,649,463    $ 7,372,930
                                                                ===========    ===========    ===========    ===========
                     ++Authorized shares--Class A                 6,250,000      6,250,000      6,250,000      6,250,000
                                                                ===========    ===========    ===========    ===========
                   ++++Authorized shares--Class B                 6,250,000      6,250,000      6,250,000      6,250,000
                                                                ===========    ===========    ===========    ===========
                 ++++++Authorized shares--Class C                 6,250,000      6,250,000      6,250,000      6,250,000
                                                                ===========    ===========    ===========    ===========
               ++++++++Authorized shares--Class D                 6,250,000      6,250,000      6,250,000      6,250,000
                                                                ===========    ===========    ===========    ===========

                    See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
STATEMENTS OF OPERATIONS
<CAPTION>
                                                                                      
                                                                            
                                                                                                                  US
                                                                Fundamental      Global         Quality       Government
                    For the Period                                 Value       Opportunity       Bond         Securities
                    February 1, 1995++ to July 31, 1995          Portfolio      Portfolio      Portfolio      Portfolio
<S>                 <S>                                         <C>            <C>            <C>            <C>  
Investment Income   Interest and discount earned*               $   128,329    $   285,231    $   104,522    $   238,927
(Notes 1d & 1e):    Dividends**                                      96,300        129,620             --             --
                                                                -----------    -----------    -----------    -----------
                    Total income                                    224,629        414,851        104,522        238,927
                                                                -----------    -----------    -----------    -----------


Expenses:           Investment advisory fees (Note 2)                42,856         58,285          8,854         16,001
                    Account maintenance and distribution
                    fees--Class B (Note 2)                           38,727         27,737          4,204          3,357
                    Printing and shareholder reports                 12,075         23,416          6,926         21,485
                    Accounting services (Note 2)                     11,004         20,537          6,152         17,111
                    Transfer agent fees--Class B (Note 2)            15,080          6,870          1,959            901
                    Transfer agent fees--Class A (Note 2)             4,378          8,912          4,054          4,035
                    Professional fees                                 4,183          8,058          2,044          6,297
                    Account maintenance and distribution
                    fees--Class C (Note 2)                           11,704          6,579          1,262            994
                    Custodian fees.                                   4,953          6,581          4,141          3,418
                    Amortization of organization expenses
                    (Note 1f)                                         1,896          8,289          2,256          4,701
                    Registration fees (Note 1f)                      10,368            751          1,183          3,433
                    Directors' fees and expenses                      1,637          5,880          1,898          3,388
                    Transfer agent fees--Class C (Note 2)             4,806          1,780            577            280
                    Pricing fees (Note 2)                               273          5,881            842             --
                    Transfer agent fees--Class D (Note 2)             1,465            381            131             38
                    Account maintenance fees--Class D (Note 2)        1,153            580            113             67
                    Other                                             1,966          3,200            646          1,975
                                                                -----------    -----------    -----------    -----------
                    Total expenses before reimbursement             168,524        193,717         47,242         87,481
                    Reimbursement of expenses (Note 2)              (20,433)       (10,149)       (41,663)       (83,064)
                                                                -----------    -----------    -----------    -----------
                    Total expenses after reimbursement.             148,091        183,568          5,579          4,417
                                                                -----------    -----------    -----------    -----------
                    Investment income--net.                          76,538        231,283         98,943        234,510
                                                                -----------    -----------    -----------    -----------

<PAGE>
Realized &          Realized gain (loss) from:
Unrealized             Investments--net                             521,109        133,429            670        231,391
Gain (Loss) on         Foreign currency transactions--net                --        (66,027)            --             --
Investments &       Unrealized appreciation (depreciation) on:
Foreign Currency       Investments--net                           1,383,613      1,050,675        (64,231)        45,498
Transactions--         Foreign currency transactions--net                --          8,549             --             --
Net (Notes 1b,                                                  -----------    -----------    -----------    -----------
1c, 1e & 3):        Net realized and unrealized gain (loss)
                       on investments and foreign currency
                       transactions                               1,904,722      1,126,626        (63,561)       276,889
                                                                -----------    -----------    -----------    -----------
                    Net Increase in Net Assets Resulting
                    from Operations                             $ 1,981,260   $ 1,357,909     $    35,382    $   511,399
                                                                ===========    ===========    ===========    ===========

                  <FN>
                   *Net of foreign withholding tax
                    on interest                                 $       693    $       479    $        --    $        --
                                                                ===========    ===========    ===========    ===========
                  **Net of foreign withholding tax
                    on dividends                                $        --    $    10,542    $        --    $        --
                                                                ===========    ===========    ===========    ===========

                  <FN>
                  ++Commencement of Operations.
                    See Notes to Financial Statements.
</TABLE>



<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
                                                                                     For the Period
                                                                           February 1, 1995++ to July 31, 1995
                                                                                                               US
                                                                Fundamental       Global       Quality      Government
                                                                   Value       Opportunity       Bond       Securities
                    Increase (Decrease) in Net Assets:           Portfolio      Portfolio     Portfolio     Portfolio
<S>                 <S>                                         <C>            <C>            <C>            <C>  
Operations:         Investment income--net                      $    76,538    $   231,283    $    98,943    $   234,510
                    Realized gain on investments and foreign
                    currency transactions--net                      521,109         67,402            670        231,391
                    Unrealized appreciation (depreciation) on
                    investments and foreign currency
                    transactions--net                             1,383,613      1,059,224        (64,231)        45,498
                                                                -----------    -----------    -----------    -----------
                    Net increase in net assets resulting
                    from operations                               1,981,260      1,357,909         35,382        511,399
                                                                -----------    -----------    -----------    -----------


Dividends to        Investment income--net:
Shareholders           Class A                                           --             --        (59,217)      (196,002)
(Note 1g):             Class B                                           --             --        (29,049)       (28,734)
                       Class C                                           --             --         (8,067)        (7,862)
                       Class D                                           --             --         (2,610)        (1,912)
                                                                -----------    -----------    -----------    -----------
                    Net decrease in net assets resulting
                    from dividends to shareholders                       --             --        (98,943)      (234,510)
                                                                ===========    ===========    ===========    ===========

<PAGE>
Capital Share       Net increase in net assets derived from
Transactions        capital share transactions                   20,195,736     20,107,060      4,754,093      7,481,340
(Note 4):                                                       ===========    ===========    ===========    ===========


Net Assets:         Total increase in net assets                 22,176,996     21,464,969      4,690,532      7,758,229
                    Beginning of period                              25,000         25,000         25,000         25,000
                                                                -----------    -----------    -----------    -----------
                    End of period*                              $22,201,996    $21,489,969    $ 4,715,532    $ 7,783,229
                                                                ===========    ===========    ===========    ===========

                  <FN>
                   *Undistributed investment income--net        $    76,538    $   231,283    $        --    $        --
                                                                ===========    ===========    ===========    ===========



                  ++Commencement of Operations.
                    See Notes to Financial Statements.
</TABLE>



<TABLE>
FINANCIAL HIGHLIGHTS
                    The following per share data ratios                                  For the Period
                    have been derived from information provided                February 1, 1995++ to July 31, 1995
                    in the financial statements.                                  Fundamental Value Portfolio

                    Increase (Decrease) in Net Asset Value:         Class A        Class B        Class C        Class D
<S>                 <S>                                             <C>            <C>            <C>            <C>  
Per Share           Net asset value, beginning of period            $ 10.00        $ 10.00        $ 10.00        $ 10.00
Operating                                                           -------        -------        -------        -------
Performance:        Investment income--net                              .14            .03            .02            .06
                    Realized and unrealized gain on investments
                    and foreign currency transactions--net             1.47           1.52           1.53           1.53
                                                                    -------        -------        -------        -------
                    Total from investment operations                   1.61           1.55           1.55           1.59
                                                                    -------        -------        -------        -------
                    Net asset value, end of period                  $ 11.61        $ 11.55        $ 11.55        $ 11.59
                                                                    =======        =======        =======        =======


Total Investment    Based on net asset value per share.              16.10%+++      15.50%+++      15.50%+++      15.90%+++
Return:**                                                           =======        =======        =======        =======


<PAGE>
Ratios to           Expenses excluding account maintenance
Average Net         and distribution fees and net of
Assets:             reimbursement                                     1.43%*         1.46%*         1.54%*         1.38%*
                                                                    =======        =======        =======        =======
                    Expenses, net of reimbursement                    1.43%*         2.46%*         2.54%*         1.63%*
                                                                    =======        =======        =======        =======
                    Expenses                                          1.95%*         2.74%*         2.76%*         1.93%*
                                                                    =======        =======        =======        =======
                    Investment income--net                            2.25%*          .90%*          .78%*         1.75%*
                                                                    =======        =======        =======        =======


Supplemental        Net assets end of period (in thousands)         $ 2,010        $13,765        $ 4,873        $ 1,554
Data:                                                               =======        =======        =======        =======
                    Portfolio turnover                               31.42%         31.42%         31.42%         31.42%
                                                                    =======        =======        =======        =======



<CAPTION>
                    The following per share data ratios                                  For the Period
                    have been derived from information provided                February 1, 1995++ to July 31, 1995
                    in the financial statements.                                  Global Opportunity Portfolio

                    Increase (Decrease) in Net Asset Value:         Class A        Class B        Class C        Class D
<S>                 <S>                                             <C>            <C>            <C>            <C>  
Per Share           Net asset value, beginning of period            $ 10.00        $ 10.00        $ 10.00        $ 10.00
Operating                                                           -------        -------        -------        -------
Performance:        Investment income--net                              .18            .07            .06            .09
                    Realized and unrealized gain on investments
                    and foreign currency transactions--net              .64            .69            .70            .72
                                                                    -------        -------        -------        -------
                    Total from investment operations                    .82            .76            .76            .81
                                                                    -------        -------        -------        -------
                    Net asset value, end of period                  $ 10.82        $ 10.76        $ 10.76        $ 10.81
                                                                    =======        =======        =======        =======


Total Investment    Based on net asset value per share.               8.20%+++       7.60%+++       7.60%+++       8.10%+++
Return:**                                                           =======        =======        =======        =======


Ratios to           Expenses excluding account maintenance
Average Net         and distribution fees and net of
Assets:             reimbursement                                     1.86%*         1.97%*         2.04%*         1.88%*
                                                                    =======        =======        =======        =======
                    Expenses, net of reimbursement                    1.86%*         2.97%*         3.04%*         2.13%*
                                                                    =======        =======        =======        =======
                    Expenses                                          2.17%*         2.97%*         3.04%*         2.13%*
                                                                    =======        =======        =======        =======
                    Investment income--net                            3.49%*         2.36%*         2.27%*         3.18%*
                                                                    =======        =======        =======        =======

<PAGE>
Supplemental        Net assets end of period (in thousands)         $ 8,615        $ 9,423        $ 2,600        $   852
Data:                                                               =======        =======        =======        =======
                    Portfolio turnover                               24.10%         24.10%         24.10%         24.10%
                                                                    =======        =======        =======        =======



<CAPTION>
                    The following per share data ratios                                  For the Period
                    have been derived from information provided                February 1, 1995++ to July 31, 1995
                    in the financial statements.                                     Quality Bond Portfolio

                    Increase (Decrease) in Net Asset Value:         Class A        Class B       Class C         Class D
<S>                 <S>                                             <C>            <C>            <C>            <C>  
Per Share           Net asset value, beginning of period            $ 10.00        $ 10.00       $  10.00        $ 10.00
Operating                                                           -------        -------        -------        -------
Performance:        Investment income--net                              .29            .25            .25            .28
                    Realized and unrealized gain (loss)
                    on investments--net                                (.14)          (.14)          (.14)          (.14)
                                                                    -------        -------        -------        -------
                    Total from investment operations                    .15            .11            .11            .14
                                                                    -------        -------        -------        -------
                    Less dividends from investment income--net         (.29)          (.25)          (.25)          (.28)
                                                                    -------        -------        -------        -------
                    Net asset value, end of period                  $  9.86        $  9.86        $  9.86        $  9.86
                                                                    =======        =======        =======        =======


Total Investment    Based on net asset value per share.               1.51%+++       1.13%+++       1.10%+++       1.40%+++
Return:**                                                           =======        =======        =======        =======


Ratios to Average   Expenses excluding account maintenance
Net Assets:         and distribution fees and net of
                    reimbursement                                      .00%*          .04%*          .07%*          .00%*
                                                                    =======        =======        =======        =======
                    Expenses, net of reimbursement                     .00%*          .79%*          .87%*          .25%*
                                                                    =======        =======        =======        =======
                    Expenses                                          2.66%*         2.75%*         2.75%*         2.28%*
                                                                    =======        =======        =======        =======
                    Investment income--net                            5.88%*         5.18%*         5.11%*         5.76%*
                                                                    =======        =======        =======        =======


Supplemental        Net assets, end of period (in thousands)        $ 2,038        $ 1,956        $   568        $   154
Data:                                                               =======        =======        =======        =======
                    Portfolio turnover                               63.13%         63.13%         63.13%         63.13%
                                                                    =======        =======        =======        =======



<PAGE>
<CAPTION>
                    The following per share data ratios                                  For the Period
                    have been derived from information provided                February 1, 1995++ to July 31, 1995
                    in the financial statements.                               US Government Securities Portfolio

                    Increase (Decrease) in Net Asset Value:         Class A        Class B        Class C        Class D
<S>                 <S>                                             <C>            <C>            <C>            <C>  
Per Share           Net asset value, beginning of period            $ 10.00        $ 10.00        $ 10.00        $ 10.00
Operating                                                           -------        -------        -------        -------
Performance:        Investment income--net                              .39            .34            .34            .37
                    Realized and unrealized gain (loss)
                    on investments--net                                 .47            .47            .46            .47
                                                                    -------        -------        -------        -------
                    Total from investment operations                    .86            .81            .80            .84
                                                                    -------        -------        -------        -------
                    Less dividends from investment income--net         (.39)          (.34)          (.34)          (.37)
                                                                    -------        -------        -------        -------
                    Net asset value, end of period                  $ 10.47        $ 10.47        $ 10.46        $ 10.47
                                                                    =======        =======        =======        =======


Total Investment    Based on net asset value per share.               8.64%+++       8.24%+++       8.10%+++       8.47%+++
Return:**                                                           =======        =======        =======        =======


Ratios to Average   Expenses excluding account maintenance
Net Assets:         and distribution fees and net of
                    reimbursement                                      .00%*          .05%*          .07%*          .00%*
                                                                    =======        =======        =======        =======
                    Expenses, net of reimbursement                     .00%*          .80%*          .87%*          .25%*
                                                                    =======        =======        =======        =======
                    Expenses                                          2.64%*         3.17%*         3.22%*         2.68%*
                                                                    =======        =======        =======        =======
                    Investment income--net                            7.53%*         6.42%*         6.33%*         7.12%*
                                                                    =======        =======        =======        =======


Supplemental        Net assets, end of period (in thousands)        $ 5,428        $ 1,656        $   606        $    93
Data:                                                               =======        =======        =======        =======
                    Portfolio turnover                               49.30%         49.30%         49.30%         49.30%
                                                                    =======        =======        =======        =======


                 <FN>
                   *Annualized.
                  **Total investment returns exclude the effects of sales loads.
                  ++Commencement of Operations.
                 +++Aggregate total investment return.

                    See Notes to Financial Statements.
</TABLE>
<PAGE>



NOTES TO FINANCIAL STATEMENTS


1. Significant Accounting Policies:
Merrill Lynch Retirement Asset Builder Program, Inc. (the "Program")
is registered under the Investment Company Act of 1940 as a
diversified, open-end management investment company consisting of
four separate portfolios: Fundamental Value Portfolio, Global
Opportunity Portfolio, Quality Bond Portfolio and US Government
Securities Portfolio (the "Portfolios"). These unaudited financial
statements reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results for the
interim period presented. All such adjustments are of a normal
recurring nature. The Program's Portfolios offer four classes of
shares under the Merrill Lynch Select Pricing SM System. Shares of
Class A and Class D are sold with a front-end sales charge. Shares
of Class B and Class C may be subject to a contingent deferred sales
charge. All classes of shares have identical voting, dividend,
liquidation and other rights and the same terms and conditions,
except that Class B, Class C and Class D Shares bear certain
expenses related to the account maintenance of such shares, and
Class B and Class C Shares also bear certain expenses related to the
distribution of such shares. Each class has exclusive voting rights
with respect to matters relating to its account maintenance and
distribution expenditures. The following is a summary of significant
accounting policies followed by the Program.

(a) Valuation of investments--Portfolio securities which are traded
on stock exchanges are valued at the last sale price on the exchange
on which such securities are traded, as of the close of business on
the day the securities are being valued, or, lacking any sales, at
the last available bid price. In cases where securities are traded
on more than one exchange, the securities are valued on the exchange
designated by or under the authority of the Board of Directors as
the primary market. Securities traded in the over-the-counter market
are valued at the last available bid price in the over-the-counter
market prior to the time of valuation. Securities which are traded
both in the over-the-counter market and on a stock exchange are
valued according to the broadest and most representative market.
Options written by a Portfolio are valued at the last sale price in
the case of exchange-traded options or, in the case of options
traded in the over-the-counter market, the last asked price. Options
purchased by a Portfolio are valued at their last sale price in the
case of exchange-traded options or, in the case of options traded in
the over-the-counter market, the last bid price. Short-term
securities are valued at amortized cost, which approximates market
value. Other investments, including futures contracts and related
options, are stated at market value. Securities and assets for which
market quotations are not readily available are valued at fair
market value as determined in good faith by or under the direction
of the Board of Directors of the Program.
<PAGE>
(b) Derivative financial instruments--Each Portfolio may engage in
various portfolio strategies to seek to increase its return by
hedging its portfolio against adverse movements in the equity, debt
or currency markets. Losses may arise due to changes in the value of
the contract or if the counterparty does not perform under the
contract.


NOTES TO FINANCIAL STATEMENTS (continued)


* Financial futures contracts--The Portfolios may purchase or sell
futures contracts and options on such futures contracts for the
purpose of hedging the market risk on existing securities or the
intended purchase of securities. Futures contracts are contracts for
delayed delivery of securities at a specific future date and at a
specific price or yield. Upon entering into a contract, the
Portfolios deposit and maintain as collateral such initial margin as
required by the exchange on which the transaction is effected.
Pursuant to the contract, the Portfolios agree to receive from or
pay to the broker an amount of cash equal to the daily fluctuation
in value of the contract. Such receipts or payments are known as
variation margin and are recorded by the Portfolios as unrealized
gains or losses. When the contract is closed, the Portfolios record
a realized gain or loss equal to the difference between the value of
the contract at the time it was opened and the value at the time it
was closed.

* Options--The Portfolios are authorized to purchase and write call
and put options. When the Portfolios write an option, an amount
equal to the premium received by the Portfolios is reflected as an
asset and an equivalent liability. The amount of the liability is
subsequently marked to market to reflect the current market value of
the option written. When a security is purchased or sold through an
exercise of an option, the related premium paid (or received) is
added to (or deducted from) the basis of the security acquired or
deducted from (or added to) the proceeds of the security sold. When
an option expires (or the Portfolios enter into a closing
transaction), the Portfolios realize a gain or loss on the option to
the extent of the premiums received or paid (or gain or loss to the
extent the cost of the closing transaction exceeds the premium paid
or received).
<PAGE>
Written and purchased options are non-income producing
investments.

* Forward foreign exchange contracts--Fundamental Value and Global
Opportunity Portfolios are authorized to enter into forward foreign
exchange contracts as a hedge against either specific transactions
or portfolio positions. Such contracts are not entered on the
Portfolios' records. However, the effect on operations is recorded
from the date the Portfolios enter into such contracts. Premium or
discount is amortized over the life of the contracts.

* Foreign currency options and futures--Fundamental Value and Global
Opportunity Portfolios may also purchase or sell listed or over-the-
counter foreign currency options, foreign currency futures and
related options on foreign currency futures as a short or long hedge
against possible variations in foreign exchange rates. Such
transactions may be effected with respect to hedges on non-US dollar
denominated securities owned by the Portfolios, sold by the
Portfolios but not yet delivered, or committed or anticipated to be
purchased by the Portfolios.

(c) Foreign currency transactions--Transactions denominated in
foreign currencies are recorded at the exchange rate prevailing when
recognized. Assets and liabilities denominated in foreign currencies
are valued at the exchange rate at the end of the period. Foreign
currency transactions are the result of settling (realized) or
valuing (unrealized) assets or liabilities expressed in foreign
currencies into US dollars. Realized and unrealized gains or losses
from investments include the effects of foreign exchange rates on
investments.

(d) Income taxes--It is each Portfolio's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute substantially all of its
taxable income to its shareholders. Therefore, no Federal income tax
provision is required. Under the applicable foreign tax law, a
withholding tax may be imposed on interest, dividends and capital
gains at various rates.

(e) Security transactions and investment income--Security
transactions are recorded on the dates the transactions are entered
into (the trade dates). Dividend income is recorded on the ex-
dividend dates except that if the ex-dividend date has passed,
certain dividends from foreign securities are recorded as soon as
the Portfolios are informed of the exdividend date. Interest income
(including amortization of discount) is recognized on the accrual
basis. Realized gains and losses on security transactions are
determined on the identified cost basis.
<PAGE>
(f) Deferred organization expenses and prepaid registration fees--
Deferred organization expenses are charged to expense on a straight-
line basis over a five-year period. Prepaid registration fees are
charged to expense as the related shares are issued.

(g) Dividends and distributions--Dividends from net investment
income of Quality Bond and US Government Securities Portfolios are
declared daily and paid monthly. Dividends from net investment
income of Fundamental Value and Global Opportunity Portfolios are
recorded on the ex-dividend dates. Distributions of capital gains
for all Portfolios are recorded on the ex-dividend dates.

2. Investment Advisory Agreement and Transactions
with Affiliates:
The Program has entered into an Investment Advisory Agreement with
Merrill Lynch Asset Management, L.P. ("MLAM"). The general partner
of MLAM is Princeton Services, Inc. ("PSI"), an indirect wholly-
owned subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is
the limited partner. The Program has also entered into a
Distribution Agreement and Distribution Plans with Merrill Lynch
Funds Distributor, Inc. ("MLFD" or "Distributor"), a wholly-owned
subsidiary of Merrill Lynch Group, Inc.

MLAM is responsible for the management of the Program's portfolios
and provides the necessary personnel, facilities, equipment and
certain other services necessary to the operations of the Program.
For such services, each Portfolio pays a monthly fee based on the
average daily value of that Portfolio's net assets at the following
annual rates; 0.65% for Fundamental Value Portfolio, 0.50% for
Quality Bond and US Government Securities Portfolios and 0.75% for
Global Opportunity Portfolio.

The Investment Advisory Agreement obligates MLAM to reimburse the
Program to the extent the Program's expenses (excluding interest,
taxes, distribution fees, brokerage fees and commissions, and
extraordinary items) exceed 2.5% of the Program's first $30 million
of average daily net assets, 2.0% of the Program's next $70 million
of average daily net assets and 1.5% of the average daily net assets
in excess thereof. No fee payment will be made to the Investment
Adviser during any fiscal year which will cause such expenses to
exceed the pro rata expense limitation at the time of such payment.

For the period February 1, 1995 to July 31, 1995, MLAM had
voluntarily waived management fees and reimbursed each Portfolio for
additional expenses as follows:
<PAGE>
                                                                US
                 Fundamental     Global        Quality      Government
                    Value      Opportunity       Bond       Securities
                  Portfolio     Portfolio     Portfolio     Portfolio

Management fee      $20,433           --        $ 8,854       $16,001
Additional
expenses                 --      $10,149        $32,809       $67,063



Pursuant to the distribution plans ("the Distribution Plans")
adopted by the Program in accordance with Rule 12b-1 under the
Investment Company Act of 1940, each Portfolio pays the Distributor
ongoing account maintenance and distribution fees. The fees are
accrued daily and paid monthly at annual rates based upon the
average daily net assets of the shares as follows:


                                              Account Maintenance Fees
                                         Class B      Class C      Class D

Fundamental Value Portfolio                0.25%        0.25%       0.25%
Global Opportunity Portfolio               0.25%        0.25%       0.25%
Quality Bond Portfolio                     0.25%        0.25%       0.25%
US Government Securities Portfolio         0.25%        0.25%       0.25%

                                                        Distribution Fees
                                                      Class B       Class C

Fundamental Value Portfolio                             0.75%        0.75%
Global Opportunity Portfolio                            0.75%        0.75%
Quality Bond Portfolio                                  0.50%        0.55%
US Government Securities Portfolio                      0.50%        0.55%


Pursuant to a sub-agreement with the Distributor, Merrill Lynch,
Pierce, Fenner & Smith Inc. ("MLPF&S"), a subsidiary of ML & Co.,
also provides account maintenance and distribution services to the
Program. The ongoing account maintenance fee compensates the
Distributor and MLPF&S for providing account maintenance services to
Class B, Class C and Class D shareholders. The ongoing distribution
fee compensates the Distributor and MLPF&S for providing shareholder
and distribution-related services to Class B and Class C
shareholders.


NOTES TO FINANCIAL STATEMENTS (continued)

<PAGE>
For the period February 1, 1995 to July 31, 1995, MLFD earned
underwriting discounts and MLPF&S earned dealer concessions on sales
of each Portfolio's Class A and Class D Shares as follows:


                                           MLFD                 MLPF&S
                                   Class A    Class D   Class A      Class D

Fundamental Value Portfolio           --      $ 1,409      --             --
Global Opportunity Portfolio          $8      $   475    $149       $  9,186
Quality Bond Portfolio                --      $   161      --       $  2,158
US Government Securities Portfolio    --      $   149      --       $  2,020


For the period February 1, 1995 to July 31, l995, MLPF&S received
contingent deferred sales charges relating to transactions in Class
B and Class C Shares as follows:

                                          Class B Shares          Class C Shares

Fundamental Value Portfolio                    $3,325                 $  261
Global Opportunity Portfolio                   $3,672                 $   84
Quality Bond Portfolio                         $  254                 $    7
US Government Securities Portfolio             $1,133                 $  174


In addition, MLPF&S received $1,570 and $4,643 in commissions on the
execution of portfolio security transactions for the Fundamental
Value and Global Opportunity Portfolios, respectively, for the
period February 1, 1995 to July 31, 1995.

Merrill Lynch Financial Data Services, Inc. ("MLFDS"), a wholly-
owned subsidiary of ML & Co., is the Program's transfer agent.

During the period February 1, 1995 to July 31, 1995, US Government
Securities Portfolio paid Merrill Lynch Security Pricing Service, an
affiliate of MLPF&S, $23 for security price quotations to compute
the net asset value of the Portfolio.

Accounting services are provided to each Portfolio by MLAM at cost.

Certain officers and/or directors of the Program are officers and/or
directors of MLAM, PSI, MLPF&S, MLFD, MLFDS, and/or ML & Co.

3. Investments:
Purchases and sales of investments, excluding short-term securities,
for the period February 1, 1995 to July 31, 1995 were as follows:

<PAGE>
                                                                       US
               Fundamental         Global          Quality         Government
                  Value         Opportunity          Bond          Securities
                Portfolio        Portfolio        Portfolio        Portfolio


Purchases      $19,065,229      $21,163,720       $3,974,319       $8,828,209
Sales          $ 2,784,183      $ 2,938,499       $  554,775       $2,540,700


Net realized and unrealized gains (losses) for the period February
1, 1995 to July 31, 1995 were as follows:


                                     Realized     Unrealized
Fundamental Value Portfolio           Gains         Gains

Long-term investments             $   521,066    $ 1,383,613
Short-term investments                     43             --
                                  -----------    -----------
Total                             $   521,109    $ 1,383,613
                                  ===========    ===========


                                     Realized
                                      Gains      Unrealized
Global Opportunity Portfolio         (Losses)       Gains

Long-term investments             $   133,257     $1,050,675
Short-term investments                    172             --
Foreign currency transactions          (3,817)           552
Forward foreign exchange contracts    (62,210)         7,997
                                  -----------     ----------
Total                             $    67,402     $1,059,224
                                  ===========     ==========


                                     Realized
                                      Gains       Unrealized
Quality Bond Portfolio               (Losses)       Losses

Long-term investments             $       678    $   (64,231)
Short-term investments                    (8)             --
                                  -----------    -----------
Total                             $       670    $   (64,231)
                                  ===========    ===========


                                     Realized
                                      Gains       Unrealized
US Government Securities Portfolio   (Losses)       Gains

Long-term investments             $   231,878    $    45,498
Short-term investments                   (487)            --
                                  -----------    -----------
Total                             $   231,391    $    45,498
                                  ===========    ===========
<PAGE>

As of July 31, 1995, net unrealized appreciation (depreciation) for
Federal income tax purposes was as follows:


                                                                         US
                        Fundamental        Global        Quality     Government
                           Value        Opportunity       Bond       Securities
                         Portfolio       Portfolio      Portfolio     Portfolio

Gross unrealized
appreciation             $1,597,970      $1,369,278      $  1,299      $ 89,363
Gross unrealized
depreciation               (214,357)       (318,603)      (65,530)      (43,865)
                         ----------      ----------      --------      --------
Net unrealized
appreciation
(depreciation)           $1,383,613      $1,050,675      $(64,231)     $ 45,498
                         ==========      ==========      ========      ========


The aggregate cost of investments at July 31, 1995 for Federal
income tax purposes was $21,007,113 for Fundamental Value Portfolio,
$20,360,198 for Global Opportunity Portfolio, $4,649,463 for Quality
Bond Portfolio, and $7,372,930 for US Government Securities
Portfolio.

4. Capital Share Transactions:
Net increase in net assets derived from capital share transactions
for the period February 1, 1995 to July 31, 1995 was $20,195,736 for
Fundamental Value Portfolio, $20,107,060 for Global Opportunity
Portfolio, $4,754,093 for Quality Bond Portfolio, and $7,481,340 for
US Government Securities Portfolio.

Transactions in capital shares for each class were as follows:



Fundamental Value Portfolio

Class A Shares for the Period                       Dollar
February 1, 1995++ to July 31, 1995   Shares        Amount

Shares sold.                          207,468     $2,079,917
Shares redeemed                       (34,961)      (405,162)
                                  -----------     ----------
Net increase                          172,507     $1,674,755
                                  ===========     ==========
<PAGE>
[FN]
++Prior to February 1, 1995 (commencement of operations), the
  Portfolio issued 625 shares to MLAM for $6,250.


Fundamental Value Portfolio

Class B Shares for the Period                       Dollar
February 1,1995++ to July 31, 1995    Shares        Amount

Shares sold                         1,252,879    $13,252,061
Shares redeemed                       (61,388)      (660,139)
                                  -----------    -----------
Net increase                        1,191,491    $12,591,922
                                  ===========    ===========

[FN]
++Prior to February 1, 1995 (commencement of operations), the
  Portfolio issued 625 shares to MLAM for $6,250.


Fundamental Value Portfolio

Class C Shares for the Period                       Dollar
February 1, 1995++ to July 31, 1995   Shares        Amount

Shares sold                           434,562     $4,667,227
Shares redeemed                       (13,178)      (143,373)
                                  -----------     ----------
Net increase                          421,384     $4,523,854
                                  ===========     ==========

[FN]
++Prior to February 1, 1995 (commencement of operations), the
  Portfolio issued 625 shares to MLAM for $6,250.


Fundamental Value Portfolio

Class D Shares for the Period                       Dollar
February 1, 1995++ to July 31, 1995   Shares        Amount

Shares sold                           137,052     $1,448,060
Shares redeemed                        (3,679)       (42,855)
                                  -----------     ----------
Net increase                          133,373     $1,405,205
                                  ===========     ==========

[FN]
++Prior to February 1, 1995 (commencement of operations), the
  Portfolio issued 625 shares to MLAM for $6,250.
<PAGE>

Global Opportunity Portfolio

Class A Shares for the Period                       Dollar
February 1, 1995++ to July 31, 1995   Shares        Amount

Shares sold                           804,974     $8,050,372
Shares redeemed                        (9,753)      (105,403)
                                  -----------     ----------
Net increase                          795,221     $7,944,969
                                  ===========     ==========

[FN]
++Prior to February 1, 1995 (commencement of operations), the
  Portfolio issued 625 shares to MLAM for $6,250.



Global Opportunity Portfolio

Class B Shares for the Period                       Dollar
February 1, 1995++ to July 31, 1995   Shares        Amount

Shares sold                           925,253     $9,411,344
Automatic conversion of shares         (7,898)       (81,786)
Shares redeemed.                      (42,595)      (437,029)
                                  -----------     ----------
Net increase                          874,760     $8,892,529
                                  ===========     ==========

[FN]
++Prior to February 1, 1995 (commencement of operations), the
  Portfolio issued 625 shares to MLAM for $6,250.


NOTES TO FINANCIAL STATEMENTS (concluded)


Global Opportunity Portfolio

Class C Shares for the Period                       Dollar
February 1, 1995++ to July 31, 1995   Shares        Amount

Shares sold                           245,725     $2,518,305
Shares redeemed                        (4,806)       (50,151)
                                  -----------     ----------
Net increase                          240,919     $2,468,154
                                  ===========     ==========
<PAGE>
[FN]
++Prior to February 1, 1995 (commencement of operations), the
  Portfolio issued 625 shares to MLAM for $6,250.


Global Opportunity Portfolio

Class D Shares for the Period                       Dollar
February 1, 1995++ to July 31, 1995   Shares        Amount

Shares sold.                           72,964     $  746,299
Automatic conversion of shares.         7,879         81,786
                                  -----------     ----------
Total issued                           80,843        828,085
Shares redeemed                        (2,599)       (26,677)
                                  -----------     ----------
Net increase                           78,244     $  801,408
                                   ==========     ==========

[FN]
++Prior to February 1, 1995 (commencement of operations), the
  Portfolio issued 625 shares to MLAM for $6,250.



Quality Bond Portfolio

Class A Shares for the Period                       Dollar
February 1, 1995++ to July 31, 1995   Shares        Amount

Shares sold                           200,499     $2,004,986
Shares issued to shareholders in
reinvestment of dividends               5,488         54,774
                                  -----------     ----------
Total issued                          205,987      2,059,760
Shares redeemed.                          (12)          (123)
                                  -----------     ----------
Net increase                          205,975     $2,059,637
                                  ===========     ==========

[FN]
++Prior to February 1, 1995 (commencement of operations), the
  Portfolio issued 625 shares to MLAM for $6,250.

<PAGE>
Quality Bond Portfolio

Class B Shares for the Period                       Dollar
February 1, 1995++ to July 31, 1995   Shares        Amount

Shares sold                           204,222     $2,039,887
Shares issued to shareholders in
reinvestment of dividends               2,363         23,540
                                  -----------     ----------
Total issued.                         206,585      2,063,427
Shares redeemed                        (8,806)       (87,856)
                                  -----------     ----------
Net increase                          197,779     $1,975,571
                                  ===========     ==========

[FN]
++Prior to February 1, 1995 (commencement of operations), the
  Portfolio issued 625 shares to MLAM for $6,250.


Quality Bond Portfolio

Class C Shares for the Period                       Dollar
February 1, 1995++ to July 31, 1995   Shares        Amount

Shares sold                            60,136     $  600,565
Shares issued to shareholders in
reinvestment of dividends                 675          6,729
                                  -----------     ----------
Total issued                           60,811        607,294
Shares redeemed                        (3,845)       (38,338)
                                  -----------     ----------
Net increase                           56,966     $  568,956
                                  ===========     ==========

[FN]
++Prior to February 1, 1995 (commencement of operations), the
  Portfolio issued 625 shares to MLAM for $6,250.


Quality Bond Portfolio

Class D Shares for the Period                       Dollar
February 1, 1995++ to July 31, 1995   Shares        Amount

Shares sold.                           15,576     $  155,697
Shares issued to shareholders in
reinvestment of dividends                 224          2,235
                                  -----------     ----------
Total issued                           15,800        157,932
Shares redeemed                          (801)        (8,003)
                                  -----------     ----------
Net increase                           14,999     $  149,929
                                  ===========     ==========
<PAGE>
[FN]
++Prior to February 1, 1995 (commencement of operations), the
  Portfolio issued 625 shares to MLAM for $6,250.


US Government Securities Portfolio

Class A Shares for the Period                       Dollar
February 1, 1995++ to July 31, 1995   Shares        Amount

Shares sold                           500,248     $5,002,552
Shares issued to shareholders in
reinvestment of dividends              17,778        183,493
                                  -----------     ----------
Total issued                          518,026      5,186,045
Shares redeemed                           (16)          (174)
                                  -----------     ----------
Net increase                          518,010     $5,185,871
                                  ===========     ==========

[FN]
++Prior to February 1, 1995 (commencement of operations), the
  Portfolio issued 625 shares to MLAM for $6,250.


US Government Securities Portfolio

Class B Shares for the Period                       Dollar
February 1, 1995++ to July 31, 1995   Shares        Amount

Shares sold                           164,577     $1,702,420
Shares issued to shareholders in
reinvestment of dividends               3,345         22,436
                                  -----------     ----------
Total issued                          167,922      1,724,856
Shares redeemed                       (10,342)      (105,832)
                                  -----------     ----------
Net increase                          157,580     $1,619,024
                                  ===========     ==========

[FN]
++Prior to February 1, 1995 (commencement of operations), the
  Portfolio issued 625 shares to MLAM for $6,250.

<PAGE>
US Government Securities Portfolio

Class C Shares for the Period                       Dollar
February 1, 1995++ to July 31, 1995   Shares        Amount

Shares sold                            60,290     $  625,465
Shares issued to shareholders in
reinvestment of dividends.              1,018          6,367
                                  -----------     ----------
Total issued                           61,308        631,832
Shares redeemed                        (4,024)       (41,201)
                                  -----------     ----------
Net increase                           57,284     $  590,631
                                  ===========     ==========

[FN]
++Prior to February 1, 1995 (commencement of operations), the
  Portfolio issued 625 shares to MLAM for $6,250.


US Government Securities Portfolio

Class D Shares for the Period                       Dollar
February 1, 1995++ to July 31, 1995   Shares        Amount

Shares sold.                           12,628     $  130,367
Shares issued to shareholders in
reinvestment of dividends                 172          1,356
                                  -----------     ----------
Total issued.                          12,800        131,723
Shares redeemed                        (4,506)       (45,909)
                                  -----------     ----------
Net increase                            8,294     $   85,814
                                  ===========     ==========

[FN]
++Prior to February 1, 1995 (commencement of operations), the
  Portfolio issued 625 shares to MLAM for $6,250.


5. Commitments:
At July 31, 1995, Global Opportunity Portfolio entered into a
foreign exchange contract under which it had agreed to purchase
various foreign currencies with values of approximately $41,700.





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