SARATOGA ADVANTAGE TRUST
N-30D, 1998-10-30
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                                           THE SARATOGA ADVANTAGE TRUST
                                                   ANNUAL REPORT
                                               AS OF AUGUST 31, 1998







                                                 TABLE OF CONTENTS




               Chairman's                                                Page 1
               Letter

               Investment                                                Page 3
               Review

               Schedules of                                              Page 17
               Investments

               Statements of Assets and                                  Page 37
               Liabilities

               Statements of                                             Page 38
               Operations

               Statements of Changes in Net Assets                       Page 39

               Notes to Financial                                        Page 41
               Statements

               Financial                                                 Page 44
               Highlights

               Independent Auditor's                                     Page 47
               Report

               Tax Information                                           Page 48









                This   report   is   authorized   for   distribution   only   to
                       shareholders  and to others  who have  received a copy of
                       the prospectus.


                                    TRUSTEES AND OFFICERS



     Bruce E. Ventimiglia                    Trustee, Chairman, President & CEO
     Patrick H. McCollough                   Trustee
     Udo W. Koopmann                         Trustee
     Floyd E. Seal                           Trustee
     Stephen Ventimiglia                     Vice President
     Scott C. Kane                           Vice President & Secretary
     William P. Marra                        Treasurer & Chief Financial Officer
     Michael Durham                          Assistant Treasurer
     Carol Highsmith                         Assistant Secretary




     Investment Manager                                      Distributor

     Saratoga Capital Management                  Unified Management Corporation
     1501 Franklin Avenue                         431 North Pennsylvania Street
     Mineola, NY  11501-4803                      Indianapolis, IN  46204-1806


     Transfer and Shareholder Servicing Agent              Custodian

     State Street Bank and Trust Company     State Street Bank and Trust Company
     P.O. Box 8514                           P.O. Box 351
     Boston, MA  02266                       Boston, MA  02101





                                           THE SARATOGA ADVANTAGE TRUST

                                           Annual Report to Shareholders

October 19, 1998


Dear Shareholder:

We are  pleased  to  provide  you with  this  annual  report  on the  investment
strategies and  performance of the portfolios in the Saratoga  Advantage  Trust.
During my most recent  appearance  on CNN-fn on August 21, 1998, I discussed the
merits of using asset  allocation  strategies  to achieve  long-term  investment
goals. The discussion seems particularly important in light of the recent market
volatility  and the  impact it may have had on those who did not  utilize  asset
allocation  strategies.  Please review the market returns for the period covered
by this annual report (the twelve months from  September 1, 1997 through  August
31, 1998),  and then contrast them with the long term  performance  of the asset
classes  shown in the chart  below.  During this annual  report  period the U.S.
stock  market  produced  mixed  results  and the U.S.  bond  market  experienced
positive  performance.  During this period of time,  U.S.  large  capitalization
stocks  provided a total return of 8.1%,  as measured by the Standard and Poor's
500 Index  and U.S.  small  capitalization  stocks  lost  19.4% as gauged by the
Russell  2000 Index.  The total  return for bonds for the year ended  August 31,
1998 was 9.0%, as measured by the Lehman Intermediate  Government/Corporate Bond
Index.  International  stocks  produced  slightly  negative  returns  during the
period, losing 0.1% as reported by the Morgan Stanley Europe,  Australia and Far
East (EAFE) Index.
                                       ALLOCATION  ALLOCATION   ALLOCATION

Don't let the recent short-term stock and bond market  fluctuations  change your
investment  strategy.  Use a well established asset allocation  strategy to help
you to stay  disciplined and patient  through full market cycles (i.e.,  through
both  market  declines  and  advances).  A key  goal of asset  allocation  is to
establish a "comfortable"  blend of investments  that can help you stay invested
long-term.  Historically,  staying  invested  long-term has produced  impressive
results in some asset classes. According to data from Ibbotson Associates,  from
January 1925 to January  1998, a $10,000  investment  in the asset classes below
would have performed as follows:

<TABLE>
<S>             <C>                                  <C>                               <C>                             <C>    



- -------------------------------------- ---------------------------------- --------------------------------- --------------------
             ASSET CLASS                      INITIAL INVESTMENT                  INVESTMENT VALUE            RATE OF RETURN
                                                 January 1925                       January 1998
- -------------------------------------- ---------------------------------- --------------------------------- --------------------
- -------------------------------------- ---------------------------------- --------------------------------- --------------------
U.S. Small Stocks                                   $10,000                        $51.2 million                12.60%/year
- -------------------------------------- ---------------------------------- --------------------------------- --------------------
- -------------------------------------- ---------------------------------- --------------------------------- --------------------
U.S. Common Stocks                                  $10,000                        $18.4 million                11.01%/year
- -------------------------------------- ---------------------------------- --------------------------------- --------------------
- -------------------------------------- ---------------------------------- --------------------------------- --------------------
U.S. Intermediate-Term Government
Bonds                                               $10,000                           $403,100                  5.27%/year
- -------------------------------------- ---------------------------------- --------------------------------- --------------------
- -------------------------------------- ---------------------------------- --------------------------------- --------------------
U.S. 30 Day Treasury-Bills                          $10,000                           $142,600                  3.76%/year
- -------------------------------------- ---------------------------------- --------------------------------- --------------------
- -------------------------------------- ---------------------------------- --------------------------------- --------------------
U.S. Inflation                                      $10,000                           $90,100                   3.10%/year
- -------------------------------------- ---------------------------------- --------------------------------- --------------------

</TABLE>





As you can see, a small  increase in your  investment  rate of return can make a
significant  difference in the wealth that you may accumulate.  In addition, the
equity  (stock)  based  investments,  especially  small  capitalization  stocks,
outperformed the fixed income  investments  significantly.  Obviously it paid to
have a portion of an  investment  portfolio  in stocks if an investor  wanted to
accumulate significant wealth through investing.  But stocks carry the most risk
of the asset classes  above,  and past  performance is not a guarantee of future
results.  Consequently,  it is  important  for you to  work  closely  with  your
financial advisor to establish a personalized asset allocation  strategy that is
designed specifically for your individual  investment  objective,  time horizon,
risk tolerance and investment preferences.

According to the Financial Analysts Journal, asset allocation is one of the most
important  investment decisions that you can make. In fact, the Journal reported
that over 91% of the variation in investment returns is due to asset allocation.
The Saratoga  Advantage  Trust was  established to work  hand-in-hand  with each
investors' asset allocation  strategy.  Once your asset allocation  strategy has
been  determined,  it is critically  important that it be properly  implemented.
This is why the Saratoga Advantage Trust portfolios utilize  institutional money
managers who manage money for some of the world's largest corporations,  pension
plans, and municipalities. We chose these institutional managers for many of the
same  reasons  that many  Fortune 500  companies  choose  them:  consistency  of
management style, adherence to investment  philosophy,  and national reputations
in their  specialized  investment  disciplines.  These benefits enable investors
using the Saratoga  portfolios to create a balanced and  diversified  investment
portfolio using the same approach as many large  institutional  investors.  Your
financial advisor can assist you in establishing and monitoring a sensible asset
allocation  strategy  that can help you meet your  long-term  investment  goals.
Finally,  regarding the Saratoga Advantage Trust International Equity Portfolio,
on  May  5,  1998,  each  Saratoga  Advantage  Trust  shareholder  was  sent  an
Information Statement pertaining to the merger of Ivory & Sime Group, the parent
of Ivory & Sime  International,  Inc.,  and Ivory & Sime plc,  with the FP Asset
Management  Group, a subsidiary of Friends Provident Group. This merger resulted
in the formation of Friends Ivory & Sime plc, a subsidiary of Friends  Provident
Group and Ivory & Sime International,  Inc. became a wholly-owned  subsidiary of
Friends Ivory & Sime plc. Friends Ivory and Sime plc manages  approximately  $40
billion for its  institutional  and high net worth  clients.  Following you will
find specific  information on the investment strategy and performance of each of
the  portfolios.  Please  speak  with  your  financial  advisor  if you have any
questions  about  your  investment  in the  Saratoga  Advantage  Trust  or  your
allocation  of assets  among the  portfolios.  We are  dedicated to serving your
investment needs. Thank you for investing with us.

Best wishes,


Bruce E. Ventimiglia
Chairman, President and
Chief Executive Officer



                                       LARGE CAPITALIZATION VALUE PORTFOLIO
                                                    Advised by:
                                                  OpCap Advisors
                                                New York, New York


Objective:  Seeks total return  consisting of capital  appreciation and dividend
income  by  investing  in a  diversified  portfolio  of common  stocks  that are
believed  to  be  undervalued  in  the  market  and  offer  above-average  price
appreciation potential.

<TABLE>
<S>             <C>                            <C>                    <C>                    <C>                     <C> 


                                              Large              Lipper Capital
          Total Aggregate                 Capitalization          Appreciation                                   S & P/Barra
       Return for the Period             Value Portfolio             Funds                 S &P 500                 Value
       Ended August 31, 1998                                         Index1                 Index2                 Index3
- ------------------------------------    -------------------    -------------------    -------------------    --------------------

     Since Inception (9/1/94)*                18.4%                  13.1%                  21.7%                   17.6%

         9/1/97 - 8/31/98                      1.0%                  (4.4)%                  8.1%                  (0.4)%

         3/1/98 - 8/31/98                    (10.4)%                (14.2)%                 (8.1)%                 (13.3)%

*Annualized performance for periods greater than one year


</TABLE>


The Saratoga Large  Capitalization Value Portfolio invests in a diverse group of
companies  chosen for their  superior  business  characteristics  and reasonable
stock market  valuations.  We remain  disciplined  in our  philosophy  of buying
undervalued  companies  that are  dominant in their  industries,  generate  high
returns and use their free cash flow to increase  shareholder  value. The strong
contributors to the portfolio  performance included EXEL Ltd., Becton Dickinson,
Carnival Cruise Lines, Freddie Mac and McDonalds. The portfolio owned the common
stocks of 38 companies as of August 31, 1998.  The five largest  holdings  were:
EXEL Ltd., a strongly capitalized  specialty insurance company; Ace Ltd., one of
the leading  providers  of excess  liability  insurance  in the world;  Lockheed
Martin Corporation,  a major aeronautics and technology  company;  Philip Morris
Companies Inc., a leading  consumer  products company with three major segments:
tobacco,  brewing  and food  products;  and Allied  Signal Inc.  which  produces
aerospace  components,  automotive  parts  and  engineered  materials  including
chemicals, plastics, polymers and fibers.

                                      LARGE CAPITALIZATION VALUE PORTFOLIO
                                                    Advised by:
                                                  OpCap Advisors
                                                New York, New York








1. The Lipper Capital Appreciation Funds Index consists of the 30 largest mutual
funds that aim at maximum capital  appreciation,  frequently by means of 100% or
more  portfolio  turnover,   leveraging,   purchasing  unregistered  securities,
purchasing  options,  etc.  (the funds may take large  cash  positions).  2. The
Standard & Poor's 500 is a capital  weighted  index  representing  the aggregate
market value of the common  equity of 500 stocks  primarily  traded on the NYSE.
These 500 stocks are composed of 400 industrial,  40 utility, 40 financial,  and
20  transportation  companies.  The  weight  of  each  stock  in  the  index  is
proportional  to its price times its shares  outstanding.  The Standard & Poor's
500 is an unmanaged index and includes the reinvestment of all dividends. 3. The
S&P/Barra Value Index is constructed by dividing the stocks in the S&P 500 Index
according to  price-to-book  ratios.  This unmanaged  Index contains stocks with
lower  price-to-book  ratios  and  is  market  capitalization   weighted.   Past
performance is not predictive of future performance.


                                       LARGE CAPITALIZATION GROWTH PORTFOLIO
                                                    Advised by:
                                       Harris Bretall Sullivan & Smith, Inc.
                                             San Francisco, California


Objective: Seeks capital appreciation by investing in a diversified portfolio of
common  stocks that,  in the  advisor's  opinion,  have faster  earnings  growth
potential than the Standard & Poor's 500.


<TABLE>
<S>             <C>                           <C>                    <C>                     <C>                    <C> 


                                             Large
         Total Aggregate                 Capitalization          Lipper Growth                                   S & P/Barra
      Return for the Period             Growth Portfolio             Funds                S & P 500                Growth
      Ended August 31, 1998                                         Index1                  Index2                 Index3
- -----------------------------------    -------------------    --------------------    -------------------    --------------------

    Since Inception (9/1/94)*                16.8%                   16.7%                  21.7%                   25.5%

         9/1/97 - 8/31/98                     3.9%                   2.2%                    8.1%                   16.4%

         3/1/98 - 8/31/98                   (11.9)%                 (10.9)%                 (8.1)%                 (3.2)%

*Annualized performance for periods greater than one year

</TABLE>



The Large  Capitalization  Growth Portfolio is a collection of high quality U.S.
companies,  each one carefully analyzed from the bottom up to determine if it is
in a position to continue strong,  double-digit earnings growth for our clients.
We know from  experience  that  earnings  growth is the product of a  competent,
responsible  management;  competitive  advantage  through  superior  products or
service;  a business plan that supports  future growth;  and a strong  financial
position.  Despite the  market's  current  volatility,  Harris  Bretall  remains
optimistic  about the market's  potential into the next century.  Harris Bretall
believes we are in the midst of an  unprecedented  period for the broad  market.
With the projection of continued  growth through the remainder of the decade and
the Dow reaching the 10,000 level by the Year 2000, the portfolio for the future
should focus on large,  U.S.  based  companies  with a  concentration  in global
consumer  franchises,  high  technology,  health  care and  financial  services.
Despite the present market sell-off, three powerful macro-economic trends remain
trends-demographics,  technology and globalization,  and the opportunities which
they produce for investors still exist.  The stocks in the Large  Capitalization
Growth  Portfolio  are an example of a portfolio  prepared to lead the  market's
charge upward.


                                      LARGE CAPITALIZATION GROWTH PORTFOLIO
                                                    Advised by:
                                       Harris Bretall Sullivan & Smith, Inc.
                                             San Francisco, California





1. The Lipper  Growth Funds Index  consists of the 30 largest  mutual funds that
normally  invest in  companies  whose  long-term  earnings  are expected to grow
significantly  faster than the earnings of the stocks  represented  in the major
unmanaged stock indices.

2. The  Standard  & Poor's  500 is a capital  weighted  index  representing  the
aggregate  market value of the common equity of 500 stocks  primarily  traded on
the NYSE.  These 500 stocks are  composed  of 400  industrial,  40  utility,  40
financial,  and 20  transportation  companies.  The  weight of each stock in the
index is proportional to its price times its shares outstanding.  The Standard &
Poor's 500 is an unmanaged index and includes the reinvestment of all dividends.

3. The S&P/Barra  Growth Index is  constructed by dividing the stocks in the S&P
500 Index  according to  price-to-book  ratios.  This  unmanaged  Index contains
stocks with higher price-to-book ratios and is market capitalization weighted.

Past performance is not predictive of future performance.

                                         SMALL CAPITALIZATION PORTFOLIO
                                                    Advised by:
                                          Thorsell, Parker Partners, Inc.
                                               Westport, Connecticut

Objective:  Seeks  maximum  capital  appreciation  by investing in a diversified
portfolio of common stocks of small capitalization growth companies.

<TABLE>
<S>            <C>                             <C>                      <C>                          <C>  


         Total Aggregate                      Small                Lipper Small
      Return for the Period              Capitalization              Cap Funds                  Russell 2000
      Ended August 31, 1998                 Portfolio                 Index1                       Index2
- -----------------------------------    --------------------    ----------------------      -----------------------

    Since Inception (9/1/94)*                 3.6%                     8.4%                         8.6%

         9/1/97 - 8/31/98                    (30.6)%                  (19.5)%                     (19.4)%

         3/1/98 - 8/31/98                    (39.3)%                  (25.1)%                     (26.5)%

*Annualized performance for periods greater than one year

</TABLE>


Since the peak for small cap stocks in late April,  the Russell 2000 Index began
to decline  even as the large cap S&P 500 Index moved to a new high in mid July.
Then,  when the overall  market  correction  began,  small  stocks  continued to
decline as well. The low point for both markets in this  year-to-date fell right
on the close of the Fund's  fiscal  year on August 31,  1998.  Since then equity
markets have moved higher, although accompanied by increased volatility.

While no one can predict when this recent market  volatility will abate, when it
does the huge  compression  in small cap stock values  should  finally  begin to
lift. We believe that the wide  disparity  between  large cap  valuations at 25x
Price/Earnings  vs. your portfolio's small cap valuations at 12x  Price/Earnings
will ultimately be corrected.  Smaller stock earnings are growing faster,  their
valuations are lower, specific bargains proliferate and we believe the long-term
trend is in their favor. Our investment philosophy and process has been in place
for over thirty years and remains consistent.  The approach has worked well over
the long  term in all  types  of  economic  conditions.  Our  senior  investment
research  team,  with an  average  of 25  years  experience,  conducts  rigorous
research to identify  companies with solid  fundamentals,  solid  management and
realistic  catalysts  for change.  In markets such as these all that work really
pays off. The  potential  returns in your  portfolio  today are the best we have
seen since the climactic third quarter bottom in 1990.



                                         SMALL CAPITALIZATION PORTFOLIO
                                                    Advised by:
                                          Thorsell,Parker Partners, Inc.
                                               Westport, Connecticut






1. The Lipper Small Cap Funds Index consists of the 30 largest mutual funds that
by prospectus or portfolio  practice  invest  primarily in companies with market
capitalizations  less than $1 billion at the time of  purchase.  2. The  Russell
2000 Index is comprised of the 2,000  smallest U.S.  domiciled  publicly  traded
common  stocks  which are included  the Russell  3000 Index.  The common  stocks
included  in the  Russell  2000 Index  represent  approximately  10% of the U.S.
equity market as measured by market capitalization. The Russell 3000 Index is an
unmanaged  index of the 3,000  largest U.S.  domiciled  publicly  traded  common
stocks  by  market  capitalization  representing  approximately  98% of the U.S.
publicly  traded  equity  market.  The Russell 2000 Index is an unmanaged  index
whose performance reflects reinvested dividends.

Past performance is not predictive of future performance.

                                         INTERNATIONAL EQUITY PORTFOLIO
                                                    Advised by:
                                             Friends Ivory & Sime plc
                                                Edinburgh, Scotland

Objective:  Seeks capital  appreciation by investing  primarily in a diversified
portfolio of securities of companies headquartered outside the United States.

<TABLE>
<S>              <C>                              <C>                     <C>  


                                                                   Morgan Stanley
           Total Aggregate                  International            EAFE Index
        Return for the Period              Equity Portfolio        (U.S. Dollars)1
        Ended August 31, 1998
- --------------------------------------    -------------------    --------------------

      Since Inception (9/1/94)*                  3.1%                   4.2%

          9/1/97 - 8/31/98                       2.0%                  (0.1)%

          3/1/98 - 8/31/98                      (5.5)%                 (7.8)%

*Annualized performance for periods greater than one year

</TABLE>


For most of this  year  there  has been a marked  divergence  between  the stock
markets of Western  Europe,  and those in other parts of the world outside North
America.  Japan  has  continued  to  flounder,  with  the  government  seemingly
powerless  to address the twin  problems of a sluggish  economy and a critically
weak financial system. Emerging markets have on the whole presented an even more
dismal picture.  The difficulties that initially surfaced in Southeast Asia have
been  transmitted  to emerging  markets in all other  parts of the globe.  Until
recently  Europe  continued  to be a safe  haven  for the  international  equity
investor.  Sound  profits  growth,  falling  long  bond  yields  and  reasonable
valuation  levels provided  immunity to external  upheavals.  The Russian crisis
has, however, brought emerging market turmoil to Europe's doorstep, and this has
led to a major reversal in performance recently.  Nevertheless,  the fundamental
outlook  remains sound.  Friends Ivory & Sime continues to avoid the combination
of high  risk and low  visibility  offered  by  emerging  markets,  and  remains
cautious on Japan.  Europe is the favored  region,  although we remain  alert to
potential  opportunities  brought  up by  recent  volatility  in world  markets,
especially  in Japan.  As of August 31, 1998 major  weightings  in the Portfolio
were as follows: Europe 77.1%, UK 15.3% and Latin America 0.8%.


                                         INTERNATIONAL EQUITY PORTFOLIO
                                                    Advised by:
                                             Friends Ivory & Sime plc
                                                Edinburgh, Scotland









1. The Europe,  Australia,  Far East Index (EAFE) is a widely  recognized  index
prepared by Morgan Stanley Capital International.  This unmanaged index consists
of  non-U.S.  companies  which are listed on one of twenty  foreign  markets and
assumes the reinvestment of dividends.  The Gross Domestic Product (GDP) version
of the  index is used  above.  Past  performance  is not  predictive  of  future
performance.

                                        INVESTMENT QUALITY BOND PORTFOLIO
                                                    Advised by:
                                            Fox Asset Management, Inc.
                                             Little Silver, New Jersey


Objective:  Seeks current income and reasonable  stability of principal  through
investment in a diversified  portfolio of investment  quality,  actively managed
fixed income securities.




<TABLE>
<S>             <C>                              <C>                       <C>                         <C>  


                                                                         Lipper
                                                                   Short-Intermediate               Lehman
                                                                       Investment                Intermediate
          Total Aggregate                Investment Quality         Grade Debt Funds              Government/
       Return for the Period               Bond Portfolio                Index1                    Corporate
       Ended August 31, 1998                                                                      Bond Index2
- ------------------------------------     --------------------      --------------------       --------------------

     Since Inception (9/1/94)*                  6.2%                      7.1%                       7.8%

         9/1/97 - 8/31/98                       7.2%                      7.7%                       9.0%

         3/1/98 - 8/31/98                       3.3%                      3.7%                       4.2%

*Annualized performance for periods greater than one year

</TABLE>


The Portfolio seeks to provide high income by investing  primarily in investment
grade bonds with  maturities  between 2 and 10 years. In the annual period ended
August  31,  1998,  the  Portfolio  distributed  dividends  of $0.51 per  share.
Investments are normally divided  approximately  evenly between U.S.  Government
and corporate securities. Due to the current phenomenon of tight supply and only
a slight yield advantage available in U.S. Treasuries, there is greater emphasis
on corporate bond holdings in the Portfolio at this time.  Fox Asset  Management
will continue to focus on those  instruments that offer improving credit quality
and  liquidity.  Due to the  challenge  of trying to preserve  principal  in the
current  volatile  market   environment,   Fox  is  maintaining  a  conservative
investment  posture  with an  average  maturity  of 3.9  years,  and an  average
duration of 3.3 years in the Portfolio.  Other Portfolio statistics as of August
31, 1998 are as follows: Average  yield-to-maturity was 5.8%, average coupon was
6.5%, and the average Moody's Rating was A1 with 25 fixed income issues held.


                                         INVESTMENT QUALITY BOND PORTFOLIO
                                                    Advised by:
                                            Fox Asset Management, Inc.
                                             Little Silver, New Jersey







1. The Lipper  Short-Intermediate  Investment Grade Debt Funds Index consists of
the 30  largest  mutual  funds  that  invest  at least  65% of their  assets  in
investment grade debt issues (rated in the top four grades) with dollar-weighted
average   maturities   of  1  to   5   years.   2.   The   Lehman   Intermediate
Government/Corporate  Bond  Index  is  composed  of  the  bonds  in  the  Lehman
Government/Corporate  Bond Index that have maturities  between 1 and 9.99 years.
The Lehman  Government/Corporate  Bond Index  consists  of  approximately  5,400
issues.  The  securities  must be investment  grade (BAA or higher) with amounts
outstanding  in excess  of $1  million  and have at least one year to  maturity.
Total  return  comprises  price   appreciation/depreciation   and  income  as  a
percentage of the original  investment.  The indexes are  rebalanced  monthly by
market capitalization. Past performance is not predictive of future performance.



                                             MUNICIPAL BOND PORTFOLIO
                                                    Advised by:
                                                  OpCap Advisors
                                                New York, New York


Objective:  Seeks a high level of interest  income  exempt from  federal  income
taxation,  consistent with prudent investment management and the preservation of
capital.

<TABLE>
<S>              <C>                              <C>                        <C>                        <C> 



                                                                       Lipper General
          Total Aggregate                                                 Municipal                   Lehman
       Return for the Period                Municipal Bond            Debt Funds Index1             Municipal
       Ended August 31, 1998                   Portfolio                                           Bond Index2
- -------------------------------------     --------------------      ----------------------      -------------------

     Since Inception (9/1/94)*                   6.4%                       7.6%                       8.0%

          9/1/97 - 8/31/98                       8.4%                       8.6%                       8.7%

          3/1/98 - 8/31/98                       3.4%                       3.3%                       3.4%

*Annualized performance for periods greater than one year



</TABLE>


The  global  meltdown  of equity  markets  during  the summer has been the major
reason why the U.S. treasury market has soared to historical high prices and low
yields.   Fears  that  emerging  market  economies  are  faltering  as  currency
devaluations,  or expectations of devaluations,  become the rule has impacted on
our own equity  markets as  corporate  profitability  comes into  question.  The
market has already priced in several  Federal  Reserve  easings as it is assumed
that  Mr.  Greenspan  will  be  forced  to  lower  rates  as  a  signal  to  the
international community that the U.S. is ready to add liquidity in a world where
the flow of money may begin to dry up. All other  domestic  fixed income markets
lagged  behind  treasuries  for various  reasons,  but certainly no sector could
match the torrential  flow of funds into the safe haven of the treasury  market.
Though municipal  yields are also at historic lows,  tax-exempt bonds have never
been  cheaper  for such an  extended  period  of time.  Many high  quality  long
maturity  municipals have nearly the same yield as treasuries which, taking into
consideration the tax advantages of municipals,  have after tax yields which are
considerably  higher  than  treasuries.  We  have  remained  fully  invested  in
municipals throughout the year. We have focused on improving the call protection
of the portfolio as yields plummeted during this period.  We have also increased
the  allocation to lower coupon  municipals  which  typically  perform better in
constructive  markets  such  as  this.  The  average  weighted  maturity  of the
portfolio is 18 years.  The largest  sectors of the portfolio  are:  Health 16%,
General  Obligiation  23%, Housing 17%, Water Sewer 9% and Power 6%. The largest
holdings by state are: New York 14%, Georgia 12%, Wisconsin 10%,  California 8%,
and Texas 7%.



                                             MUNICIPAL BOND PORTFOLIO
                                                    Advised by:
                                                  OpCap Advisors
                                                New York, New York









1. The Lipper  General  Municipal  Debt Funds  Index  consists of the 30 largest
mutual funds that invest at least 65% of their  assets in municipal  debt issues
in the top four credit  ratings.  2. The Lehman  Brothers  Municipal  Bond Index
consists  of  approximately  25,000  municipal  bonds  which are  selected to be
representative  of the long-term,  investment grade tax-exempt bond market.  The
bonds  selected  for the index  have the  following  characteristics:  a minimum
credit  rating of at least Baa; an original  issue of at least $50  million;  at
least $3 million of the issue  outstanding;  issued  within the last five years;
and a maturity  of at least one year.  Past  performance  is not  predictive  of
future performance.



                                      U.S. GOVERNMENT MONEY MARKET PORTFOLIO
                                                    Advised by:
                                            Sterling Capital Management
                                             Charlotte, North Carolina

Objective:  Seeks maximum  current  income,  consistent  with the maintenance of
liquidity and the preservation of capital.  The Portfolio invests exclusively in
short-term  securities and related  repurchase  agreements  issued by the United
States Government, its agencies and instrumentalities.




<TABLE>
<S>             <C>                               <C>                           <C>                        <C> 

                                         U.S. Government Money            90 Day T-Bills
              7-Day                        Market Portfolio              Average Discount
          Compound Yield                                                       Yield
- -----------------------------------     ------------------------      ------------------------

             8/31/98                             4.5%                          4.9%

         Total Aggregate                 U.S. Government Money              Lipper U.S.
      Return for the Period                Market Portfolio               Treasury Money
      Ended August 31, 1998                                                Market Index1             90 Day T-Bills
- -----------------------------------     ------------------------      ------------------------     --------------------

    Since Inception (9/1/94)*                    4.7%                          4.9%                       5.1%
         9/1/97 - 8/31/98                        4.6%                          4.9%                       5.1%
         3/1/98 - 8/31/98                        2.3%                          2.4%                       2.5%



</TABLE>

*Annualized performance for periods greater than one year

By taking  advantage of changes in  short-term  interest  rates and  utilizing a
variety of sectors within the short-term  government  market,  Sterling  Capital
Management seeks to maximize the Portfolio's  yield while maintaining a constant
net asset value of $1.00 per share. The Portfolio was invested primarily in U.S.
Government  Agency Notes as of August 31, 1998,  due to the higher yields versus
Treasury  Bills.  The average  dollar-weighted  portfolio  maturity was 60 days,
compared  with  a  maximum  allowable  average  maturity  of 90  days.  For  the
year-ending  August 31, 1998, the Federal Funds rate remained  steady at a 5.50%
level.  Though a formal  bias  toward  higher  interest  rates was  communicated
directly from the Federal  Reserve Board,  global market  instability has driven
investors to anticipate an easier credit stance by year-end. The disinflationary
domestic  economy  combines  with the allure of U.S.  Treasury  securities as an
international  safe  haven to support  our  constructive  outlook  for the fixed
income  market.  Shares of the U.S.  Government  Money Market  Portfolio are not
guaranteed or insured by the U.S. Government. There can be no assurance that the
U.S.  Government  Money Market Portfolio will be able to maintain a constant net
asset value of $1.00 per share.  1. The Lipper U.S.  Treasury  Money Market Fund
Index  consists of the 30 largest  mutual funds that invest  principally in U.S.
Treasury  obligations with  dollar-weighted  average  maturities of less than 90
days. These funds intend to keep a constant net asset value. Past performance is
not predictive of future performance.

<PAGE>











                                        This page intentionally left blank.

August 31,
1998

SCHEDULES OF INVESTMENTS (continued)


U.S. GOVERNMENT MONEY MARKET PORTFOLIO

  Principal                                        
   Amount                                               Value
- --------------                                    -------------------
              Federal Farm Credit Bank  - 12.80%
   $1,125,000    5.40%, 09/18/98                          $1,122,131

      120,000    5.41%, 09/30/98                          119,477         
              
    1,420,000    5.34%, 11/06/98                          1,406,098
              
      500,000    5.33%, 12/07/98                          492,819
              
      800,000    5.32%, 01/06/99                          784,986
              
    1,000,000    5.55%, 07/01/99                          1,000,017
              
              Total Federal Farm Credit Bank
                 (cost--$4,925,528)                       $4,925,528
              

              Federal Home Loan Bank Discount Notes - 9.41%
      190,000    5.42%, 09/18/98                            $189,514
              
    2,170,000    5.37%, 10/02/98                           2,159,966
              
    1,300,000    5.38%, 01/20/98                           1,272,607
              

              
              Total Federal Home Loan Bank Discount Notes
                 (cost--$3,622,087)                       $3,622,087
              

              Federal Home Loan Mortgage Discount Notes - 44.48%
      490,000    5.30%, 09/04/98                            $489,784
              
       90,000    5.415%, 09/04/98                             89,959
              
       40,000    5.45%, 09/10/98                              39,946
              
      175,000    5.38%, 09/11/98                             174,738
                 5.42%, 09/18/98                              49,872
              
      130,000    5.43%, 09/22/98                             129,588
              
       90,000    5.44%, 09/23/98                              89,701
              
       95,000    5.43%, 09/24/98                              94,670
              
      695,000    5.48%, 09/25/98                             692,461
              
    1,325,000    5.38%, 09/30/98                           1,319,258
              
    1,045,000    5.41%, 09/30/98                           1,040,446
              
    1,300,000    5.38%, 10/01/98                           1,294,172
              
      755,000    5.39%, 10/02/98                             751,496
              
      835,000    5.39%, 10/06/98                             830,624
              
      480,000    5.42%, 10/09/98                             477,254
              
      420,000    5.43%, 10/09/98                             417,593
              
    2,200,000    5.42%, 10/14/98                           2,185,757

    1,000,000    5.29%, 10/16/98                             993,388

      245,000    5.41%, 10/16/98                             243,343

    2,500,000    5.40%, 10/28/98                           2,478,625

    1,000,000    5.37%, 11/02/98                             990,752

       30,000    5.38%, 11/13/98                              29,673

    2,245,000    5.42%, 11/13/98                           2,220,326



              Total Federal Home Loan Mortgage Discount Notes
                 (cost--$17,123,426)                     $17,123,426

See accompanying notes to financial statements.
                              35

August 31, 1998

SCHEDULES OF INVESTMENTS (continued)


U.S. GOVERNMENT MONEY MARKET PORTFOLIO (cont'd)

  Principal                                        
   Amount                                               Value

              Federal National Mortgage Association - 32.69%
     $470,000    5.41%, 09/03/98                            $469,859

    1,365,000    5.36%, 09/14/98                           1,362,358

      160,000    5.40%, 09/14/98                             159,688

       30,000    5.41%, 09/15/98                              29,937

      570,000    5.34%, 09/17/98                             568,647

      195,000    5.38%, 09/17/98                             194,534

      550,000    5.39%, 09/21/98                             548,353

    1,580,000    5.33%, 09/23/98                           1,574,854

       10,000    5.42%, 10/05/98                               9,949

      240,000    5.43%, 10/05/98                             238,769

      300,000    5.43%, 10/08/98                             298,326

      155,000    5.43%, 10/16/98                             153,947

    1,010,000    5.44%, 10/22/98                           1,002,216

      660,000    5.38%, 11/02/98                             653,884

      295,000    5.35%, 11/03/98                             292,238

      990,000    5.40%, 11/16/98                             978,714

    1,610,000    5.32%, 12/07/98                           1,586,921

    2,500,000    5.36%, 12/16/98                           2,460,544

              Total Federal National Mortgage Association
                 (cost--$12,583,738)                     $12,583,738


Total Investments
                                           99.38%        $38,254,779
(cost--$38,254,779)


Other Assets in Excess of
   Other                                    0.62%            237,594
Liabilities


Total Net                   100.00%                      $38,492,373
Assets







See accompanying notes to financial statements.
                              36

August 31,1998

SCHEDULES OF INVESTMENTS (continued)


INVESTMENT QUALITY BOND PORTFOLIO

   Principal
     Amount                                                     Value

                 U.S. TREASURY NOTES - 44.93%
      $4,075,000    6.125%, 09/30/00                            $4,167,951

       3,000,000    5.625%, 11/30/00                             3,040,770

       8,500,000    6.500%, 08/31/01                             8,842,635

                                                           

                 Total U.S. Treasury Notes                   
                    (cost--$15,691,990)                        $16,051,356


                 CORPORATE NOTES & BONDS - 52.19%
                 Aerospace/Defense - 4.21%
       1,500,000 Ratheon Co. 6.50%, 7/15/05                      1,504,605 
                                             

                 Automotive -  1.77%
         225,000 Ford Motor Credit Corp.7.75%, 10/01/99           229,289
                    

         400,000 General  Motors Acceptance Corp.7.75%, 01/15/99   402,676
                    

                                                                   631,965

                 Banking -  5.97%
       1,500,000 ICI Wilmington Inc.6.95%, 09/15/04               1,536,720
                    

         600,000 Nationsbank Corp.5.375%, 04/15/00                 596,898
                    

                                                                 2,133,618

                 Drugs/Medical Products - 3.06%
       1,000,000 American Home Products Corp. 7.90%,2/15/05      1,095,130
                                                      


                 Finance -  6.43%
         750,000 BHP Financial USA Ltd.7.875%, 12/01/02             791,407
                    

       1,500,000 Merrill Lynch & Co. Inc.6.00%, 02/12/03            1,504,620
                    

                                                           
                                                                 2,296,027


                 Health & Hospitals - 3.46%
       1,200,000 Tenet Healthcare Corp.8.625%,12/01/03           1,236,000
                                                          


                 Metals/Mining - 3.22%
                           
       1,200,000 Cyprus Amax Minerals Co.6.625%, 10/15/05         1,150,788

                 Miscellaneous Financial Services - 12.58%
                 Associates Corp. of North America
         350,000    6.250%, 09/15/00                               354,067

       1,000,000    6.625%, 06/15/05                             1,015,500

                 Bear Stearns & Co.
       1,000,000    5.750%, 02/15/01                               996,960

         350,000    7.625%, 09/15/99                               355,796

                 Morgan Stanley Group
         250,000     5.750%,02/15/01                               249,793

                 TRW Inc.
       1,500,000     6.05%,01/15/05                              1,521,405

                                                                 4,493,521



See accompanying notes to financial statements.
                                     27

August 31,1998

SCHEDULES OF INVESTMENTS (continued)


INVESTMENT QUALITY BOND PORTFOLI0 (cont'd)



   Principal
     Amount      CORPORATE NOTES & BONDS (cont'd)               Value
- -----------------                                           ---------------

                 Oil/Gas - .81%
        $275,000 Amoco Canada Petroleum Co. Ltd.7.250%, 12/01/02    $290,694
                    


                 Power/Utility - 1.97%
        700,000  Southern California Edison Co.5.875%, 01/15/01    702,877
         
                                             
                 

                 Resource Recovery - 3.57%
                 WMX Technologies, Inc.
         500,000    6.700%, 05/01/01                               506,160
               
         750,000    7.125%, 06/15/01                               767,445
               
                                                                 1,273,605
               
                 Telecommunication - 1.40%
         500,000 Worldcom Inc.6.40%, 08/15/05                     501,690
                    
             

                 Transportation - 3.74%
       1,300,000 Union Pacific RR Company6.120%, 02/01/04          1,334,697
                    
             

                 Total Corporate Notes & Bonds               
                    (cost--$18,493,686)                        $18,645,217
             

Total
Investments
                                   97.12%                      $34,696,573
(cost--$34,185,676)


Other Assets in Excess of
   Other                            2.88%                        1,027,126
Liabilities


Total Net                          100.0%                      $35,723,699
Assets














See accompanying notes to financial statements.
                                     28





August
31,1998

SCHEDULES OF INVESTMENTS (continued)


MUNICIPAL BOND PORTFOLIO

 Principal
   Amount                                                                 Value


             MUNICIPAL NOTES & BONDS - 98.18%
             ALABAMA - 3.56%
             Health Care
    $350,000 Huntsville Alabama Health Care
             (Series A)
                5.00%, 6/01/17                                          $348,709


             ARIZONA- 4.92%
             Water/Sewer
     500,000 Sedona, Arizona Waste Water Municipal Property
                4.75%, 7/1/27                                           
                                                                         481,725



             CALIFORNIA - 8.19%
             Education - 3.24%
      50,000 California State Public Works Board Lease Revenue
                California State University Projects
                6.00%, 9/01/15                                            56,183
     250,000 California State Public Works Board Lease Revenue
                California State University Projects
                5.375%, 10/01/17                                         260,765

                                                                         316,948

             Housing -  4.14%
     400,000 California Housing Finance Agency (Series A)
                5.30%, 8/01/18                                           405,112


             Water/Sewer -  .81%
      75,000 San Francisco, California City & County Public Utilities
                Community Water Revenue (Series A)
                6.00%, 11/01/15                                           79,753

                                                                         801,813

             COLORADO - 1.67%
             Health/Hospital -
     150,000 Denver, Colorado City & County Revenue
                Children's Hospital Association Project
                6.00%, 10/01/15                                          163,224


                                 FLORIDA - .94%
             Education -  .39%
             Dade County, Florida School Board
      35,000
                Certificates of Participation (Series A)
                5.75%, 5/01/12 (MBIA insured)                           
                                                                          38,412










See accompanying notes to financial statements.
                                        29

August 31,1998

SCHEDULES OF INVESTMENTS (continued)


MUNICIPAL BOND PORTFOLIO (cont'd)

 Principal
   Amount    MUNICIPAL NOTES & BONDS (cont'd)                             Value


             Sales Tax - .55%
     $50,000 St. Petersburg, Florida Professional Sports Facilities
                Sales Tax Revenue
                5.60%, 10/01/15 (MBIA insured)                           $53,223

                                                                          91,635

             GEORGIA - 11.60%
             Airport - 3.28%
     305,000 Atlanta, Georgia Airport Facilities
                6.25%, 1/01/21                                           321,128


             Education - 2.42%
     215,000 Jackson County, Georgia School District
                6.00%, 7/01/14 (MBIA insured)                            237,491


             General Obligation - 2.35%
     200,000 Georgia State General Obligation Bonds (Series B)
                6.25%, 4/01/07                                           230,372

              
             Power/Utility  3.55%
     350,000 Municipal Electric Authority Georgia
                General Resolution (Series A)
                5.00%, 1/01/20.                                          347,256

                                                                       1,136,247

             IOWA -  .57%
             Water/Sewer
      50,000 West Des Moines, Iowa Water Revenue
                6.80%, 12/01/13 (AMBAC insured)                           55,728


             KENTUCKY - 1.09%
             Turnpike/Toll
     100,000 Kentucky State Turnpike Authority
                Economic Development Road Revenue
                5.625%, 7/01/15 (AMBAC insured)                          106,766


             LOUISIANA - 1.69%
             General Obligation
     150,000 New Orleans, Louisiana General Obligation Bonds
                6.125%, 10/01/16                                         165,819


             MARYLAND - 3.38%
             Resource Recovery
     300,000 Maryland State Energy Financing Administration
                Solid Waste Disposal Revenue Wheelabrator Water
             Projects
                6.30%, 12/01/10                                         
                                                                         331,356









See accompanying notes to financial statements.
                                        30

August
31,1998

SCHEDULES OF INVESTMENTS (continued)


MUNICIPAL BOND PORTFOLIO (cont'd)

 Principal
   Amount    MUNICIPAL NOTES & BONDS (cont'd)                             Value



             MASSACHUSETTS - 2.94%

             Transportation - .57%
     $50,000 Massachusetts Bay Transportation Authority
                General Transportation System (Series B)
                5.90%, 3/01/24                                           $55,400

             Water/Sewer  2.37%
     250,000 Massachusetts State Water Authority
                General  (Series B)
                4.50%, 8/01/22                                           232,170

                                                                         287,570


             MICHIGAN - 2.93%
             General Obligation
     250,000 Michigan Municipal Bond Authority
                General Obligation Bonds
                6.50%, 10/01/09                                          286,932


             MISSOURI - .49%
             Housing
      45,000 Missouri State Housing Development Community
                Single Family Mortgage Revenue
                6.90%, 7/01/18                                            47,868


             NEBRASKA - .45%
             Power/Utility
      40,000 Omaha Public Power District (Series C)
                5.50%, 2/01/14                                            43,618


             NEVADA - 2.97%
             General Obligation - 1.34%
      50,000 Clark County, Nevada (Series B)
                6.00%, 06/01/16                                           53,717
      75,000 Nevada State General Obligation Bonds
                Municipal Bond Bank (Series A)
                5.50%, 11/01/20                                           77,840


                                                                         131,557


             Housing - 1.63%
     150,000 Nevada Housing Division
                Single Family Program (Series A1)
                6.15%, 4/01/17                                           159,245

                                                                         290,802








See accompanying notes to financial statements.
                                        31

August 31,1998

SCHEDULES OF INVESTMENTS (continued)


MUNICIPAL BOND PORTFOLIO (cont'd)

 Principal
   Amount    MUNICIPAL NOTES & BONDS (cont'd)                             Value


             NEW YORK  13.85%
             Education - 1.43%
             New York State Dormitory Authority
    $125,000    Consolidated City University System
                5.75%, 7/01/09                                          $139,868


             General Obligation - 10.04%
     300,000 New York City General Obligation Bonds (Series H)
                6.50%, 3/15/05.                                          337,632
     200,000 New York State General Obligation Bonds (Series A)
                6.50%, 7/15/06                                           230,118
     400,000 Oneida County, New York Industrial Development Agency
               Mohawk Valley (Series A)
                5.20%, 2/01/13                                           415,564

                                                                         983,314
                                                                       
             Housing -  .82%
             New York State Mortgage Agency Revenue
      75,000    Homeowner Mortgage (Series 54)
                6.10%, 10/01/15                                           80,685
                                                                       

             Pollution Control - .44%
      40,000 New York State Environmental Facilities Corp.
                Pollution Control Revenue
                5.875%, 6/15/14                                           43,541
                                                                       

             Transportation - 1.12%
     100,000 Metropolitan Transportation  Authority
                5.50%, 7/01/08 (FGIC insured)                            109,282
                                                                       

                                                                       1,356,690
                                                                       
             NORTH  DAKOTA - 6.70%
             Housing
     250,000 North Dakota State Housing Finance Agency
             Housing Financial PG. Home Mortgage Fin (Series A)
                5.25%, 7/01/18                                           251,680

     400,000 North Dakota State Housing Finance Agency
             Housing Financial PG. Home Mortgage Fin (Series C)
                5.50%, 7/01/18                                           404,828
                                                                       
                                                                       
                                                                         656,508
                                                                       

             OHIO - .62%
             Health/Hospital
      50,000 Lorain County, Ohio Hospital Revenue
                7.75%, 11/01/13 (AMBAC insured)                           60,549
                                                                       






See accompanying notes to financial statements.
                                        32

August 31,1998

SCHEDULES OF INVESTMENTS (continued)


MUNICIPAL BOND PORTFOLIO (cont'd)

 Principal
   Amount    MUNICIPAL NOTES & BONDS (cont'd)                             Value

             PENNSYLVANIA - 6.16%
             Education - 1.63%
    $150,000 Pennsylvania State Higher Educational Facilities
             Authority
                Health Services Revenue University of Pennsylvania
             (Series B)
                5.75%, 1/01/17                                          $159,674


             General Obligation - 3.15%
     300,000 Pennsylvania State
                General Obligation Bonds (Second Series)
                5.00%, 11/15/12                                          308,679


             Tax Allocation - .82%
             Philadelphia, Pennsylvania Municipal Authority Revenue
      75,000
                5.625%, 11/15/14 (FGIC insured)                         
                                                                          80,134
                                                                      

             Water/Sewer - .56%
      50,000 Pittsburgh, Pennsylvania Water & Sewer Authority
                Water & Sewer Systems Revenue (Series B)
                5.60%, 9/01/15                                            54,619
                                                                      
                                                                         603,106
                                                                    
             PUERTO RICO - .72%
             Power/Utility
      65,000 Puerto Rico Electric Power Authority
                Power Revenue (Series X)
                6.00%, 7/01/15                                            70,871
                                                                      

             SOUTH CAROLINA - 2.57%
             Health & Hospitals
     250,000 Spartanburg County, South Carolina
                Health Services (Series B)
                5.125%, 4/15/17                                          251,780
                                                                      

             TEXAS - 5.64%
             General Obligation - 1.08%
      75,000 Houston, Texas General Obligation Bonds (Series C)
                5.25%, 4/01/14                                            77,224
      25,000 San Antonio, Texas General Obligation Bonds
                6.625%, 8/01/14                                           28,370
                                                                      
                                                                         105,594
                                                                      

             Power/Utility - .53%
      50,000 Brazos River Authority Texas Revenue
                Houston Light & Power Company
                5.80%, 8/01/15 (MBIA insured)                             52,453
                                                                      

             Turnpike/Toll -  4.03%
     400,000 Harris County, Texas
                Toll Road Sub Lien
                5.00%, 8/15/21                                           394,616
                                                                      
                                                                         552,663
                                                                     

See accompanying notes to financial statements.
                                        33

August 31,1998

SCHEDULES OF INVESTMENTS (continued)


MUNICIPAL BOND PORTFOLIO (cont'd)

 Principal
   Amount    MUNICIPAL NOTES & BONDS (cont'd)                             Value

             UTAH - 3.29%
             Power/Utility
    $300,000 Intermountain Power Agency (Series C)
                6.00%, 7/01/02                                          $322,212


             WASHINGTON - .49%
             Power/Utility
             Seattle, Washington Municipal Light & Power Revenue
      35,000
                5.75%, 8/01/11 (Series A)                               
                                                                          37,600
      10,000 Washington State Public Power Supply Systems
                Nuclear Project Revenue (Series B)
                7.25%, 7/01/12 (FGIC insured)                             10,806

                                                                          48,406
                                                                       

             WISCONSIN - 10.48%
             Health & Hospitials - 7.24%
     400,000 Wisconsin State Health & Educational Facilities
               Waukesha Memorial Hospital (Series A)
             5.25%,8/15/19                                              
                                                                         405,252
     300,000 Wisconsin State Health & Educational Facilities
               Aurora Health Care Inc.
                5.25%, 8/15/27                                          
                                                                         303,735

                                                                        
                                                                         708,987


             Housing - 3.24%
     300,000 Wisconsin Housing & Economic Development
                6.20%, 3/01/27                                          
                                                                         317,646

                                                                       1,026,633


             WYOMING -  .27%
             Housing
      25,000 Wyoming Community Development
                Authority Housing Revenue (Series 1)
                6.65%, 12/01/06                                           26,956



             Total Long Term  Investments
                (cost--$9,152,882)                                    $9,616,186


Total Investments
                                      98.18%                          $9,616,186
(cost--$9,152,882).

Other Assets in Excess of
   Other                               1.82%                             177,782
Liabilities.


Total Net                             100.00%                         $9,793,968
Assets

MBIA - Municipal Bond Investors Assurance
FGIC - Financial Guaranty Insurance Company
AMBAC - American Municipal Bond Assurance Company


See accompanying notes to financial statements.
                                        34
August 31,1998

SCHEDULES OF INVESTMENTS


LARGE CAPITALIZATION VALUE PORTFOLIO

  Principal
    Amount                                                          Value

               SHORT-TERM CORPORATE/GOVERNMENT NOTES - 21.46%
               Conglomerates - 3.67%
               General Electric Capital Corp.
    $1,566,000 5.54%, 09/08/98                                        $1,564,313


               Miscellaneous Financial Services - 7.84%
               Associates Corp. of North America
     1,650,000 5.51%, 09/01/98                                         1,650,000

               IBM Credit Corp.                               
       365,000 5.50%, 09/01/98                                           365,000

               American Express Credit Corp.
     1,000,000 5.51%, 09/09/98                                           998,776

               Ford Motor Credit Corp.
       136,000 5.51%, 09/09/98                                           135,833

               IBM Credit Corp.
       195,000 5.50%, 09/11/98                                           194,702

                                                                       3,344,311
                                                          

               Federal Home Loan Bank - 9.95%
       530,000 5.41%, 09/09/98                                           529,363

     1,920,000 5.43%, 09/09/98                                         1,917,683

     1,800,000 5.39%, 09/25/98                                         1,793,532

                                                                       4,240,578


               Total Short-Term Corporate/Government Notes
                                                                      $9,149,202
               (cost--$9,149,202)

    Shares
- ---------------
               COMMON STOCKS - 78.63%
               Advertising - 1.79%
        14,000 WPP Group PLC                                            $761,250


               Aerospace - 3.28%
        16,000 Lockheed Martin Corp.                                   1,399,000

                                                              
               Airlines - 2.56%
        20,000 AMR Corp.*                                              1,090,000


               Automotive -  1.94%
        23,526 Lucasvarity PLC                                           826,351


               Banking -  5.72%
        20,000 Bank of Boston Corp.                                      713,750

        10,300 Citicorp                                                1,113,687

         2,166 Wells Fargo & Co.                                         610,541

                                                                       2,437,978




See accompanying notes to financial statements.
                                    17


August 31,1998

SCHEDULES OF INVESTMENTS (continued)


LARGE CAPITALIZATION VALUE PORTFOLIO (cont'd)

    Shares     COMMON STOCKS (cont'd)                               Value


               Chemicals -  1.68%
        12,400 Du Pont (E.I.) de Nemours & Co.                          $715,325


               Conglomerates -  .97%
        10,000 Solectron Corp. *                                         413,125


               Defense -  4.24%
        19,000 General Dynamics Corp.                                    903,688

        25,000 Rockwell International Corp.                              906,250

                                                                       1,809,938


               Drugs & Medical Products -  1.36%
        17,360 Becton, Dickinson & Co.                                   578,305



               Electronics - 1.11%
        10,000 Avnet Inc.                                                472,500


               Food Services -  2.37%
        18,000 McDonalds Corp.                                         1,009,125


               Healthcare Services -  1.89%
        31,250 Tenet Healthcare Corp.*                                   806,641


               Insurance - 18.01%
        56,100 Ace Ltd.                                                1,626,900

        23,900 AFLAC, Inc.                                               600,487

         4,837 American International Group, Inc.                        373,961

        35,000 Everest  Re Holdings, Inc.                              1,225,000

        36,792 EXEL Ltd.                                               2,458,166

         4,700 General Re Corp.                                          975,250

        10,000 Renaissance Re Holdings Ltd.                              418,750

                                                                       7,678,514

               Leisure -  1.49%
        22,000 Carnival Corp.                                            635,250



               Machinery/Engineering -  1.74%
        17,600 Caterpillar, Inc.                                         742,500



               Manufacturing -  5.00%
        46,000 Dover Corp.                                             1,253,500

        14,000 Textron Inc.                                              878,500

                                                                       2,132,000


               Metals/Mining -  2.41%
        15,000 Minnesota Mining & Manufacturing Co. *                  1,027,500



               Miscellaneous Financial Services -  6.31%
        43,576 Conseco Inc.                                            1,203,787
              
        17,200 Countrywide Credit Industries, Inc.                       643,925

        21,400 Federal Home Loan Mortgage Corp.                          845,300

                                                                       2,693,012



See accompanying notes to financial statements.
                                    18

August 31,1998

SCHEDULES OF INVESTMENTS (continued)


LARGE CAPITALIZATION VALUE PORTFOLIO (cont'd)

    Shares     COMMON STOCKS (cont'd)                               Value

                                                              
               Retail -  2.46%
        18,650 May Department Stores Co.                              $1,049,063


               Telecommunications -  4.23%
        37,000 Allied Signal Inc.                                   1,269,562
               
         8,000 Sprint Corp.                                              536,500

                                                            
                                                                       1,806,062
                                                            

               Textiles -  .36%
         7,000 Unifi, Inc.                                               155,750


               Tobacco/Beverages/Food Products -  5.30%
        23,000 International Flavours                                    891,250

        33,000 Philip Morris Inc.                                      1,371,562


                                                                       2,262,812


               Transportation -  2.41%
        29,000 Canadian Pacific Ltd                                      549,187

        15,000 Sabre Group Holdings Inc. *                               480,000

                                                                       1,029,187



               Total Common Stocks
                  (cost--$30,522,912)                                $33,531,188


Total Investments
                                  100.09%                            $42,680,390
(cost--$39,672,114)


Other Liabilities in Excess of
   Other                            (.09%)                              (39,653)
Assets


Total Net                         100.0%                             $42,640,737
Assets

* Non-income producing security.



See accompanying notes to financial statements.
                                    19

August
31,1998

SCHEDULES OF INVESTMENTS (continued)


LARGE CAPITALIZATION GROWTH PORTFOLIO

   Shares                                             Value

              COMMON STOCKS - 98.76%
              Advertising -  2.74%
       32,000 Interpublic Group of Companies,         $1,824,000
              Inc.


              Airlines - 2.21%
       27,000 AMR Corp.*                               1,471,500
              

              Banking - 6.48%
       23,000 BankAmerica Corp.                        1,473,438

       12,500 Citicorp                                 1,351,563
              
       50,000 Norwest Corp.                            1,487,500
                                   
                                                       4,312,501
                                                 
              Computers - 3.20%
       58,800 Compaq Computers Corp.                   1,642,725

       10,000 Hewlett Packard                            485,625
              Co
                                                 
                                                       2,128,350
                                                 

              Computer Services - 5.21%
       28,000 Automatic Data Processing, Inc.          1,785,000

       20,500 Cisco Systems,Inc.*                      1,678,438

                                                       3,463,438

              Computer Software - 4.75%
       17,500 America OnlineInc.*                      1,433,906

       18,000 MicrosoftCorp.*                          1,726,875

                                                       3,160,781
                                                 ----------------
              Conglomerates - 7.80%
       39,000 Dayton Hudson Corp.                      1,404,000

       22,000 General Electric Co.                     1,760,000

       45,000 Kroger Co.*                              2,025,000


                                                      5,189,000


              Cosmetics/Toiletries - 2.10%
       34,000 Gillette Co.                             1,398,250


              Drugs & Medical Products - 17.84%
       43,000 Abbott Laboratories                      1,655,500

       17,000 Bristol Myers Squibb Co                  1,663,875
              
       27,000 Johnson & Johnson                        1,863,000

       29,000 Medtronic Inc.                           1,489,875

       16,000 Merck & Co., Inc.                        1,855,000

       18,000 Pfizer Inc.                              1,674,000

       19,400 Schering Plough Corp.                    1,668,400

                                                      11,869,650

              Electronics - 4.23%
       42,000 Applied Materials,Inc.*                  1,031,625

       25,000 Intel Corp.                              1,779,688

                                                       2,811,313

              Entertainment - 2.23%
       54,000 The Walt Disney Co.                      1,481,625


              Food Service -  1.99%
       42,000 Starbucks Corp.*                         1,325,625


              Hotels -  1.04%
       60,000 Cedant Corp.*                              693,750



See accompanying notes to financial statements.
                              20

August 31,1998

SCHEDULES OF INVESTMENTS (continued)


LARGE CAPITALIZATION GROWTH PORTFOLIO (cont'd)


   Shares     COMMON STOCKS (cont'd)                  Value
- --------------                                   ----------------

              Household Products -  4.80%
       21,000 Colgate Palmolive Co.                   $1,514,625

       22,000 Proctor & Gamble Co.                     1,683,000


                                                       3,197,625


              Insurance - 2.44%
       21,000 American International Group,            1,623,562
              Inc.


              Manufacturing - 6.94%
       55,000 Dover Corp.                              1,498,750

       30,000 Illinois Tool Works, Inc.                1,453,125

       30,000 Tyco International Ltd.                  1,665,000

                                                       4,616,875
                                                 ----------------

              Miscellaneous Financial Services
              - 3.99%
       47,000 Charles Schwab & Co.*                    1,404,125
 
       19,000 Merrill Lynch & Co. Inc.                 1,254,000
 
 
                                                       2,658,125
 
              Retail - 8.18%
       46,000 Home Depot Inc.                          1,771,000
 
       47,000 Safeway Inc.*                            1,850,625
 
       31,000 Wal-Mart Stores, Inc.                    1,821,250
 
                                                       5,442,875
                                                 ----------------
              Telecommunications - 3.91%
        5,600 Lucent Technologies Inc.                   396,900
 
       27,000 MCI Worldcom,Inc.*                       1,105,312

       26,000 Tellabs,Inc.*                            1,098,500

                                                       2,600,712


              Tobacco/Beverages/Food Products - 4.54%
       23,000 Coca Cola Co.                            1,497,875

       55,000 PepsiCo, Inc.                            1,522,812


                                                       3,020,687

              Toys/Games/Hobby - 2.14%
       44,000 Mattel, Inc.                             1,424,500


    1,379,300 Total Common Stocks                      $65,714,744
                                                      
              (cost--$56,698,613)
                                                 

Total Investments        98.76%                        $65,714,744
                           
(cost--$56,698,613)


Other Assets in Excess of
   Other                    1.24%                        822,063
Liabilities


Total Net                   100.0%                   $66,536,807
Assets



*Non - income producing security.




See accompanying notes to financial statements.
                              21

August 31,1998

SCHEDULES OF INVESTMENTS (continued)


SMALL CAPITALIZATION PORTFOLIO

     Shares                                                   Value


                  COMMON STOCKS - 97.83%
                  Banking - 2.37%
           25,000 Commercial Federal Corp.                        $550,000
                  


                  Building & Construction - 3.31%
           54,000 Oakwood Homes Corp.                              769,500


                  Computers - 5.21%
                  Apple South Inc.                                 335,800
           29,200 
          136,000 Sequent Computer Systems Inc.*                   875,500
                  

                                                                  1,211,300

                  Consumer Products - 2.16%
           19,500 Shopko Stores Inc.*                              500,906


                  Electronics - 15.08%
           43,000 ETEC System Inc.*                              1,037,375

           36,500 Harman International Industries Inc.           1,279,781

          113,000 Vishay Intertechnology Inc.*                   1,186,500

                                                                       3,503,656


                  Food Services - 5.72%
           45,500 Foodmaker Inc.*                                  628,469

           34,000 Richfood Holdings Inc.                           699,125

                                                                       1,327,594


                  Machinery/Engineering - 5.74%
           69,576 Albany International Corp.                     1,334,990


                  Manufacturing - 21.00%
           10,000 Champion Enterprises Inc. *                      233,750

          100,000 Silicon Valley Group Inc.*                       962,500

           24,000 Steinway Musical Instruments Inc. *              588,000

           18,000 Teleflex Inc.                                    567,000

           46,000 Toro Co.                                       1,012,000

           13,000 Varian Associates Inc.                           442,813

           41,000 West Inc.                                      1,073,687

                                                                       4,879,750


                  Media/Broadcasting - 2.01%
           11,000 Media General Inc.                               467,500


                  Metals/Mining - 6.25%
           46,000 Marine Drilling Cos Inc.*                        414,000

          110,000 Oregon Steel Mills Inc.                        1,038,125

                                                                       1,452,125






See accompanying notes to financial statements.
                                   22

August 31,1998

SCHEDULES OF INVESTMENTS (continued)


SMALL CAPITALIZATION PORTFOLIO (cont'd)


     Shares       COMMON STOCKS (cont'd)                      Value


                  Oil/Gas - 11.56%
          130,000 EEX Corp.*                                      $576,875

          120,000 Oceaneering International Inc.*                1,117,500

           80,000 Pride International Inc.*                        635,000

           31,000 Tritron Energy Ltd.*                             356,500

                                                                 2,685,875

                  Pipelines - .81%
           23,300 Shaw Group Inc.*                                  187,856


                  Power/Utility - 1.96% 
           28,000 Helmerich and Payne Inc.                          455,000


                  Retail - 7.74%
           70,000 American Homestar Corp.*                       1,076,250

           24,000 Outback Steakhouse Inc.*                         721,500

                                                                       1,797,750

                  Tobacco/Beverage/Food Products - 5.21%
           29,000 Canandaigua Wine Inc.*                         1,210,750

                  Transportation - 1.70%
           15,000 Coach USA Inc.*                                  394,688



        1,574,576 Total Common Stocks
                     (cost--$33,392,122)                       $22,729,240


            Repurchase Agreement - 4.88%                         Principal
                                                                  Amount
    

       $1,134,000 Repurchase Agreement dated 08/31/98, maturing 09/01/98
                  with State Street Bank & Trust Company, collateralized by
                  $800,000 U.S. Treasury Bonds, 9.00% due 11/15/18; proceeds
                  $1,131,134
                     (cost--$1,134,000)                         $1,134,000
              


Total Investments
                                 102.71%                       $23,863,240
(cost--$34,526,122)


Other Liabilities in Excess of
   Other Assets                   (2.71)%                        (628,524)


Total Net Assets                 100.00%                       $23,234,716



 *   Non-income producing security.



See accompanying notes to financial statements.

                                   23




August
31,1998

SCHEDULES OF INVESTMENTS (continued)


INTERNATIONAL EQUITY PORTFOLIO

   Shares                                                          Value
- --------------                                                 --------------
                     COMMON STOCKS - 93.08%

                     BELGIUM - 3.74%
                     Finance
       39,700        Webs Index Fund Inc.                           $709,638
                    

                     DENMARK - 3.53%
                     Telecommunications
       13,000        Tele Danmark A/S Sponsored ADR *                669,500
                    
                                                           

                     FINLAND - 3.88%
                     Conglomerates
       11,000        Nokia Corp. Sponsored ADR                       734,938
                    

                     FRANCE - 14.87%
                     Banking - 3.25%
       17,500        Societe Generale France Sponsored ADR           615,903
                    

                     Chemicals - 3.06%
       12,600        Rhone-Poulenc S.A. Sponsored ADR                579,600
                    

                     Food Services - 2.81%
       10,500        Groupe Danone Sponsored ADR*                    532,875
                    

                     Oil/Gas -  2.73%
       10,600        Elf Aquitane S.A. Sponsored ADR                 518,075
        

                     Telecommunications -  3.02%
       19,000        Alcatel Alsthom Sponsored ADR*                  573,563
        

                                                               --------------
                                                                   2,820,016
                                                               --------------
                     GERMANY - 9.25%
                     Automotive - 2.83%
       12,800        Sap Aktiengesellschaft Sponsored ADR            536,000


                     Banking - 2.62%
        8,000        Deutsche Bank AG Sponsored ADR                  497,643



                     Machinery/Engineering - 3.80%
        8,000        Mannesmann AG Sponsored ADR                     721,288

                                                                   1,754,931
                                                               --------------
                     GREECE -  .54%
                     Telecommunications
        3,500        Stet Hellas Telecommunications ADR*             102,375


                     IRELAND -  3.19%
                     Drugs & Medical Products
       10,300        Elan PLC  Sponsored ADR*                        605,125
               

                     ITALY - 6.31%
                     Oil/Gas - 2.88%
       10,800        ENI spa Sponsored ADR*                          546,750


                     Telecommunications - 3.43%
        9,000        Telecom Italia S.P.A.                           650,250

                                                                   1,197,000
                                                               --------------

See accompanying notes to financial statements.
                                        24
August 31,1998

SCHEDULES OF INVESTMENTS (continued)


INTERNATIONAL EQUITY PORTFOLIO (cont'd)

   Shares            COMMON STOCKS (cont'd)                        Value
- --------------                                                 --------------

                     MEXICO - .78%
                     Automotive - .46%
        5,700        Desc S A De C V Repstg Ser C  SH ADR *          $88,350


                     Banking - .32%
       11,800        Empresas Ica Sociedad Control  Sponsored         59,738
                     ADR*

                                                                     148,088
                                                               --------------

                     NETHERLANDS - 11.97%
                     Banking - 3.13%
       10,877        Ing Groep N V Sponsored ADR                     592,796


                     Chemicals - 2.79%
       13,400        Akzo Nobel Sponsored ADR                        529,300


                     Printing/Publishing - 4.48%
       20,200        N V Verenigd Bezit VNU Sponsored ADR            850,596


                     Software -  1.57%
       10,500        BAAN Co NVF*                                    297,937

                                                                   2,270,629
                                                               --------------

                     PORTUGAL - 2.78%
                     Telecommunications
       12,700        Portugal Telecommunication S A Sponsored        527,844
                     ADR


                     SPAIN -5.83%
                     Banking - 2.78%
       42,000        Banco Bilbao Vizcaya S A  Sponsored ADR         527,625


                     Telecommunications - 3.05%
        5,300        Telefonica De Espana S A  Sponsored ADR*        578,363

                                                                   1,105,988
                                                               --------------

                     SWEDEN - 4.74%
                     Drugs & Medical Products - 1.49%
       17,500        Astra AB  A SH Sponsored ADR                    282,187


                     Telecommunications - 3.25%
       16,600        Netcom Systems AB Sponsored ADR*                616,275

                                                                     898,462
                                                               --------------

                     SWITZERLAND - 6.39%
                     Drugs & Medical Products - 3.12%
        7,600        Novartis AG Sponsored                           590,883
                     ADR

                     Food Services - 3.27%
        6,700        Nestle S A Sponsored                            621,201
                     ADR
                        
                                                                   1,212,084
                        


See accompanying notes to financial statements.
                                        25

August 31,1998

SCHEDULES OF INVESTMENTS (continued)


INTERNATIONAL EQUITY PORTFOLIO (cont'd)

   Shares            COMMON STOCKS (cont'd)                        Value
- --------------                                                 --------------

                     UNITED KINGDOM - 15.28%
                     Banking - 1.63%
        3,440        Barclays Plc. Sponsored ADR                    $309,600


                     Conglomerate - 1.73%
       17,500        BAT Industries Plc. Sponsored ADR               328,125


                     Drugs & Medical Products - 1.82%
        6,200        Glaxo Wellcome Plc. Sponsored ADR               344,487


                     Insurance - 2.27%
        6,000        Prudential PLC Sponsored ADR                    430,514
                     

                     Merchandising - 2.10%
       11,900        Boots Plc.  ADR                                 397,734


                     Oil/Gas - 1.50%
        9,100        Shell Transport & Trading Co. ADR               283,806


                     Power/Utility - 1.14%
       32,300        General Electric Ltd.  ADR                      214,992


                     Telecommunications - 2.09%
        3,100        British Telecommunications Plc.  ADR            396,606


                     Tobacco/Beverages/Food Products - 1.00%
       14,707        Bass Plc. Sponsored ADR                         191,191

                                                                   2,897,055
                                                               --------------

                     Total Common Stocks
                        (cost--$17,492,952)                      $17,653,673


Total Investments
                                      93.08%                     $17,653,673
(cost--$17,492,952)


Other Assets in Excess of
   Other                                6.92%                      1,313,227
Liabilities


Total Net Assets                      100.00%                    $18,966,900



*  Non-income producing security.

See accompanying notes to financial statements.
                                        26


    
August
31,1998

SCHEDULES OF INVESTMENTS (continued)


INTERNATIONAL EQUITY PORTFOLIO

   Shares                                                          Value
- --------------                                                 --------------
                     COMMON STOCKS - 93.08%

                     BELGIUM - 3.74%
                     Finance
       39,700        Webs Index Fund Inc.                           $709,638
                    

                     DENMARK - 3.53%
                     Telecommunications
       13,000        Tele Danmark A/S Sponsored ADR *                669,500
                    
                                                           

                     FINLAND - 3.88%
                     Conglomerates
       11,000        Nokia Corp. Sponsored ADR                       734,938
                    

                     FRANCE - 14.87%
                     Banking - 3.25%
       17,500        Societe Generale France Sponsored ADR           615,903
                    

                     Chemicals - 3.06%
       12,600        Rhone-Poulenc S.A. Sponsored ADR                579,600
                    

                     Food Services - 2.81%
       10,500        Groupe Danone Sponsored ADR*                    532,875
                    

                     Oil/Gas -  2.73%
       10,600        Elf Aquitane S.A. Sponsored ADR                 518,075
        

                     Telecommunications -  3.02%
       19,000        Alcatel Alsthom Sponsored ADR*                  573,563
        

                                                               --------------
                                                                   2,820,016
                                                               --------------
                     GERMANY - 9.25%
                     Automotive - 2.83%
       12,800        Sap Aktiengesellschaft Sponsored ADR            536,000


                     Banking - 2.62%
        8,000        Deutsche Bank AG Sponsored ADR                  497,643



                     Machinery/Engineering - 3.80%
        8,000        Mannesmann AG Sponsored ADR                     721,288

                                                                   1,754,931
                                                               --------------
                     GREECE -  .54%
                     Telecommunications
        3,500        Stet Hellas Telecommunications ADR*             102,375


                     IRELAND -  3.19%
                     Drugs & Medical Products
       10,300        Elan PLC  Sponsored ADR*                        605,125
               

                     ITALY - 6.31%
                     Oil/Gas - 2.88%
       10,800        ENI spa Sponsored ADR*                          546,750


                     Telecommunications - 3.43%
        9,000        Telecom Italia S.P.A.                           650,250

                                                                   1,197,000
                                                               --------------

See accompanying notes to financial statements.
                                        24
August 31,1998

SCHEDULES OF INVESTMENTS (continued)


INTERNATIONAL EQUITY PORTFOLIO (cont'd)

   Shares            COMMON STOCKS (cont'd)                        Value
- --------------                                                 --------------

                     MEXICO - .78%
                     Automotive - .46%
        5,700        Desc S A De C V Repstg Ser C  SH ADR *          $88,350


                     Banking - .32%
       11,800        Empresas Ica Sociedad Control  Sponsored         59,738
                     ADR*

                                                                     148,088
                                                               --------------

                     NETHERLANDS - 11.97%
                     Banking - 3.13%
       10,877        Ing Groep N V Sponsored ADR                     592,796


                     Chemicals - 2.79%
       13,400        Akzo Nobel Sponsored ADR                        529,300


                     Printing/Publishing - 4.48%
       20,200        N V Verenigd Bezit VNU Sponsored ADR            850,596


                     Software -  1.57%
       10,500        BAAN Co NVF*                                    297,937

                                                                   2,270,629
                                                               --------------

                     PORTUGAL - 2.78%
                     Telecommunications
       12,700        Portugal Telecommunication S A Sponsored        527,844
                     ADR


                     SPAIN -5.83%
                     Banking - 2.78%
       42,000        Banco Bilbao Vizcaya S A  Sponsored ADR         527,625


                     Telecommunications - 3.05%
        5,300        Telefonica De Espana S A  Sponsored ADR*        578,363

                                                                   1,105,988
                                                               --------------

                     SWEDEN - 4.74%
                     Drugs & Medical Products - 1.49%
       17,500        Astra AB  A SH Sponsored ADR                    282,187


                     Telecommunications - 3.25%
       16,600        Netcom Systems AB Sponsored ADR*                616,275

                                                                     898,462
                                                               --------------

                     SWITZERLAND - 6.39%
                     Drugs & Medical Products - 3.12%
        7,600        Novartis AG Sponsored                           590,883
                     ADR

                     Food Services - 3.27%
        6,700        Nestle S A Sponsored                            621,201
                     ADR
                        
                                                                   1,212,084
                        


See accompanying notes to financial statements.
                                        25

August 31,1998

SCHEDULES OF INVESTMENTS (continued)


INTERNATIONAL EQUITY PORTFOLIO (cont'd)

   Shares            COMMON STOCKS (cont'd)                        Value
- --------------                                                 --------------

                     UNITED KINGDOM - 15.28%
                     Banking - 1.63%
        3,440        Barclays Plc. Sponsored ADR                    $309,600


                     Conglomerate - 1.73%
       17,500        BAT Industries Plc. Sponsored ADR               328,125


                     Drugs & Medical Products - 1.82%
        6,200        Glaxo Wellcome Plc. Sponsored ADR               344,487


                     Insurance - 2.27%
        6,000        Prudential PLC Sponsored ADR                    430,514
                     

                     Merchandising - 2.10%
       11,900        Boots Plc.  ADR                                 397,734


                     Oil/Gas - 1.50%
        9,100        Shell Transport & Trading Co. ADR               283,806


                     Power/Utility - 1.14%
       32,300        General Electric Ltd.  ADR                      214,992


                     Telecommunications - 2.09%
        3,100        British Telecommunications Plc.  ADR            396,606


                     Tobacco/Beverages/Food Products - 1.00%
       14,707        Bass Plc. Sponsored ADR                         191,191

                                                                   2,897,055
                                                               --------------

                     Total Common Stocks
                        (cost--$17,492,952)                      $17,653,673


Total Investments
                                      93.08%                     $17,653,673
(cost--$17,492,952)


Other Assets in Excess of
   Other                                6.92%                      1,313,227
Liabilities


Total Net Assets                      100.00%                    $18,966,900



*  Non-income producing security.

See accompanying notes to financial statements.
                                        26
August 31,1998

STATEMENTS OF ASSETS AND LIABILITIES

<TABLE>

<S>                             <C>       <C>      <C>        <C>        <C>       <C>       <C>

                           --------------------------------------------------------------------------
                             Large      Large                                                U.S.
                           CapitalizatCapitalizatiSmall    InternatioInvestment Municipal  Government
                             Value     Growth   CapitalizatiEquity   Quality       Bond    Money
                                                                        Bond                Market
                           Portfolio  Portfolio Portfolio  Portfolio Portfolio  Portfolio  Portfolio
                           --------------------------------------------------------------------------
Assets
  Investments, at value                                                                     
(cost--$39,672,114;
    $56,698,613; $34,526,122;
$17,492,952;
    $34,185,676;
$9,152,882 and
    $38,254,779,           $42,680,390$65,714,74$23,863,240$17,653,67$34,696,573$9,616,186 $38,254,779
respectively)
  Cash                         10,779   844,745        606 1,281,909    660,248     97,307       949
  Receivable for shares of beneficial
    interest sold .           157,290   247,415     59,173    81,136     85,712     23,301   387,472
  Deferred organization        12,651    12,747     12,747    12,747     10,290     12,747    12,747
expenses.
  Interest receivable          --        --            134    --        404,564    120,163     9,250
  Receivable from manager      --            11     --        --         --          3,177    --
  Dividends receivable         41,395    46,525      5,570    34,494     --         --        --
  Foreign taxes                --        --         --        15,398     --         --        --
receivable
  Prepaid expenses and         14,450    18,595     14,108    10,100     12,534     11,294    14,351
other assets
                           --------------------------------------------------------------------------
       Total Assets        42,916,955 66,884,78223,955,578 19,089,45735,869,921  9,884,175 38,679,548
                           --------------------------------------------------------------------------

Liabilities                                                 
  Payable to manager           16,050    43,351      2,984     7,615     14,704     --         5,768
  Administration fee            6,089    10,244      3,747     2,736      4,540      1,254     4,692
payable
  Payable for shares of                
beneficial
    interest redeemed         170,549   184,057     46,014    47,421     53,775     50,936    88,171
  Payable for investments      --        --        578,104    --         --         --        --
purchased
  Other payables and           83,530   110,323     90,013    64,785     73,203     38,017    88,544
accrued expenses.
                           --------------------------------------------------------------------------
       Total Liabilities      276,218   347,975    720,862   122,557    146,222     90,207   187,175
                           --------------------------------------------------------------------------

Net Assets
  Shares of beneficial         23,498    37,311     23,661    17,377     34,724      9,138   384,947
interest at par value
  Paid-in-surplus.         36,820,879 55,949,01827,901,742 18,941,55835,070,373  9,292,607 38,107,755
  Accumulated undistributed net
investment
    Income                    240,241     1,896      1,896   117,534      1,896      1,896     1,896
  Accumulated net realized gain
(loss) on
    Investments and         2,547,843 1,532,451  5,970,299 (270,290)    105,809     27,023   (2,225)
foreign currency
transactions.....
  Net unrealized appreciation
(depreciation)
    on investments          3,008,276 9,016,131 (10,662,882) 160,721    510,897    463,304    --
                           --------------------------------------------------------------------------
       Total Net Assets    $42,640,737$66,536,80$23,234,716$18,966,90$35,723,699$9,793,968 $38,492,373
                           ==========================================================================


   Shares of beneficial     2,349,717 3,731,031  2,366,030 1,737,557  3,472,275    913,816 38,494,598
interest outstanding.
                           --------------------------------------------------------------------------
   Net asset value and         $18.15    $17.83      $9.82    $10.92     $10.29     $10.72     $1.00
offering price per share
                           ==========================================================================



</TABLE>


See accompanying notes to financial statements.



Year Ended August 31, 1998

STATEMENTS OF OPERATIONS

                                     
<TABLE>

<S>                                        <C>            <C>         <C>          <C>            <C>          <C>         <C>
                                     --------------   -------------------------------------  ---------------------------------------
                                         Large          Large                                                              U.S.
                                     Capitalization   CapitalizationSmall     International   Investment   Municipal    Government
                                         Value          Growth   Capitalization  Equity      Quality Bond     Bond     Money Market
                                       Portfolio      Portfolio   Portfolio    Portfolio      Portfolio    Portfolio    Portfolio
                                     --------------   -------------------------------------  ---------------------------------------
Investment Income
  Dividends                               $413,434 (1)  $469,298     $188,094     $376,210 (1)    --           --           --
  Interest                                 347,425        55,447       33,343      --          $1,678,160     $441,133   $1,708,403
                                     --------------   -------------------------------------  ---------------------------------------
    Total investment income                760,859       524,745      221,437      376,210      1,678,160      441,133    1,708,403
                                     --------------   -------------------------------------  ---------------------------------------

Operating Expenses                                                             
  Management fees (note 2a)                248,449       403,645      219,800      110,905        152,374       46,053      146,517
  Administration fees (note 2c)             43,563        70,934       38,677       16,802         31,607        9,425       35,159
  Transfer and dividend disbursing          87,366       114,032       88,075       51,955         61,798       18,304       83,483
agent fees
  Custodian fees (note 2a)                  59,112        61,111       51,539       52,791         53,389       57,733       52,288

  Registration fees                         16,835        22,638       14,145       11,237         14,157        8,001       14,105
  Amortization of deferred
organization
    expenses (note 1c)                      12,749        12,749       12,749       12,749         12,749       12,749       12,749

  Auditing fees .                           14,779        14,779       14,652       13,479         14,779       14,779       14,779
  Reports and notices to                    15,840        23,394       15,117        5,485         11,357        3,725       12,722
shareholders .
  Legal fees .                              14,040        29,654       16,744        9,595         15,676        5,299       17,196
  Trustees' fees .                          12,694        17,564       11,939        1,960          8,165        1,935        6,781
  Miscellaneous .                            4,874         7,952        4,609        2,311          4,065        1,764        4,884
                                     --------------   -------------------------------------  ---------------------------------------
    Total operating expenses .             530,301       778,452      488,046      289,269        380,116      179,767      400,663
      Less: Management fees waived
and/or
                 expenses assumed         (33,711)       (7,982)     (52,919)     (43,500)       (21,840)     (78,055)     (53,369)
(note 2a)

               Expense offset
                 arrangement (note         (1,172)      (37,560)        (773)     (38,803)       (27,552)      (1,124)        (281)
2a)

      Net operating expenses .             495,418       732,910      434,354      206,966        330,724      100,588      347,013
                                     --------------   -------------------------------------  ---------------------------------------

        Net investment income              265,441     (208,165)    (212,917)      169,244      1,347,436      340,545    1,361,390
(loss) .
                                     --------------   -------------------------------------  ---------------------------------------

Realized and Unrealized
Gain(Loss) on Investments-Net
  Net realized gain (loss) on            2,725,132     1,988,666    6,233,807    (261,415)        171,095       38,175      (2,092)
securities .

  Net change in unrealized
appreciation
    (depreciation) on investments      (4,379,851)    (3,046,018)(16,209,040)    (725,764)        392,011      281,588      --

                                     --------------   -------------------------------------  ---------------------------------------

    Net realized gain (loss) and
change in
       unrealized appreciation
(depreciation)
       on investments                  (1,654,719)    (1,057,352) (9,975,233)    (987,179)        563,106      319,763      (2,092)

                                     --------------   -------------------------------------  ---------------------------------------

  Net increase (decrease) in net
assets
    resulting from operations         ($1,389,278)    ($1,265,517($10,188,150)  ($817,935)     $1,910,542     $660,308   $1,359,298

                                     ==============   =====================================  =======================================

(1) Net of foreign withholding taxes of $4,355 and $28,602 for Large
Capitalization Value and International Equity, respectively.

</TABLE>


See accompanying notes to
financial statements.

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<S>                                     <C>      <C>           <C>       <C>        <C>         <C>            <C>          <C>


                                    -----------------------------------------------------------------------------------------------
                                    -----------------------------------------------------------------------------------------------
                                     Large Capitalization    Large Capitalization   Small                  International
                                             Value                  Growth          Capitalization           Equity
                                     Portfolio               Portfolio              Portfolio               Portfolio
                                    -----------------------------------------------------------------------------------------------
                                    -----------------------------------------------------------------------------------------------


                                    Year Ended  Year Ended  Year Ended  Year Ended  Year Ended Year Ended  Year Ended  Year Ended
                                      August    August 31,    August    August 31,  August     August 31,    August    August 31,
                                      31,1998      1997       31,1998      1997      31,1998      1997       31,1998      1997
                                    -----------------------------------------------------------------------------------------------
                                    -----------------------------------------------------------------------------------------------
Operations
  Net investment income (loss)         $265,441    $146,306  ($208,165)   ($48,190) ($212,917)  ($161,829)    $169,244     $30,456

  Net realized gain (loss) on         2,725,132     818,090   1,988,666   2,749,355  6,233,807   3,054,526   (261,415)      53,835
investments

  Net change in unrealized
appreciation
      (depreciation) on             (4,379,851)   5,463,243 (3,046,018)   9,619,691 (16,209,040) 1,552,671   (725,764)     933,958
investments 
    Net increase (decrease) in net
assets
      resulting from operations     (1,389,278)   6,427,639 (1,265,517)  12,320,856 (10,188,150) 4,445,368   (817,935)   1,018,249


Dividends and Distributions to
Shareholders
  Net investment income               (644,832)   (127,527)     --          --          --         --         (45,288)   (162,685)

  Net realized gain                   (403,394)   (390,714) (2,127,182)     --      (1,999,133)(1,384,063)     --            (164)

    Total dividends and
distributions
      to shareholders               (1,048,226)   (518,241) (2,127,182)     --      (1,999,133)(1,384,063)    (45,288)   (162,849)


Share Transactions of
Beneficial Interest
  Net proceeds from shares sold      22,550,001  13,038,032  38,698,508  18,266,314 27,403,860   8,766,703  12,655,895   4,769,883

  Reinvestment of dividends and       1,033,971     512,658   2,098,815     --       1,991,614   1,374,155      44,303     159,504
distributions

  Cost of shares redeemed           (8,181,548) (8,058,730) (18,066,310)(17,350,873)(22,754,879(6,492,135) (3,258,982) (2,252,818)

    Net increase in net assets
from share
      transactions of beneficial     15,402,424   5,491,960  22,731,013     915,441  6,640,595   3,648,723   9,441,216   2,676,569
interest


        Total increase (decrease)    12,964,920  11,401,358  19,338,314  13,236,297 (5,546,688)  6,710,028   8,577,993   3,531,969
in net assets


Net Assets
  Beginning of period                29,675,817  18,274,459  47,198,493  33,962,196 28,781,404  22,071,376  10,388,907   6,856,938

  End of period (including
undistributed
    (overdistributed) net
investment income of
    $240,241, $100,766; $1,896,
$1,896; $1,896,
   $1,896; $117,534, ($6,422);
$1,896, $1,533;
   $1,896, $1,073; $1,896 and $0,
    respectively)                   $42,640,737 $29,675,817 $66,536,807 $47,198,493 $23,234,716$28,781,404 $18,966,900 $10,388,907


Shares of Beneficial Interest
Issued and Redeemed
  Issued                              1,117,754     797,161   1,870,662   1,172,529  1,776,392     671,535   1,018,919     456,093

  Issued from reinvestment of
dividends
    and distributions                    53,897      32,655     110,927     --         132,814     107,862       4,108      15,919

  Redeemed                            (420,168)   (496,095)   (892,288) (1,112,030) (1,455,961)  (492,311)   (252,535)   (219,913)

    Net increase                        751,483     333,721   1,089,301      60,499    453,245     287,086     770,492     252,099





                                    Investment Quality Bond  Municipal              U.S. Government Money
                                                               Bond                         Market
                                     Portfolio               Portfolio              Portfolio



                                    Year Ended  Year Ended  Year Ended  Year Ended  Year Ended Year Ended
                                      August    August 31,    August    August 31,  August     August 31,
                                      31,1998      1997       31,1998      1997      31,1998      1997

Operations
      (depreciation) on              $1,347,436  $1,025,416    $340,545    $261,692 $1,361,390  $1,128,847
investments 
    Net increase (decrease) in net      171,095    (24,955)      38,175      24,803    (2,092)       (101)
assets
      resulting from operations

                                        392,011     385,534     281,588     179,068     --         --

Dividends and Distributions to
Shareholders                          1,910,542   1,385,995     660,308     465,563  1,359,298   1,128,746

  Net investment income

  Net realized gain

    Total dividends and
distributions
      to shareholders               (1,347,402) (1,046,193)   (352,177)   (260,619) (1,361,390)(1,128,847)

                                       (33,855)     --         (10,602)     (1,073)     --         --

Share Transactions of
Beneficial Interest                 (1,381,257) (1,046,193)   (362,779)   (261,692) (1,361,390)(1,128,847)

  Net proceeds from shares sold

  Reinvestment of dividends and distributions

  Cost of shares redeemed

    Net increase in net assets       19,032,965  11,370,735   4,305,933   3,823,165 45,684,586  29,208,442
from share
      transactions of beneficial      1,403,653   1,022,378     359,150     259,144  1,324,090   1,098,942
interest

                                    (7,749,618) (7,089,550) (2,391,818) (1,770,754) (37,085,981(24,641,813)

        Total increase (decrease) in net assets

                                     12,687,000   5,303,563   2,273,265   2,311,555  9,922,695   5,665,571

Net Assets
  Beginning of period                13,216,285   5,643,365   2,570,794   2,515,426  9,920,603   5,665,470

  End of period (including
undistributed
    (overdistributed) net
investment income of
    $240,241, $100,766; $1,896,      22,507,414  16,864,049   7,223,174   4,707,748 28,571,770  22,906,300
$1,896; $1,896,

   $1,896; $117,534, ($6,422);
$1,896, $1,533;
   $1,896, $1,073; $1,896 and $0,
    respectively)


Shares of Beneficial Interest
Issued and Redeemed                 $35,723,699 $22,507,414  $9,793,968  $7,223,174 $38,492,373$28,571,770

  Issued

  Issued from reinvestment of
dividends
    and distributions

  Redeemed                            1,863,681   1,132,061     407,955     376,537 45,684,586  29,208,442

    Net increase

                                        137,462     101,660      34,043      25,376  1,324,090   1,098,942
                                      (759,027)   (705,446)   (227,322)   (173,590) (37,085,981(24,641,813)

See accompanying notes to             1,242,116     528,275     214,676     228,323  9,922,695   5,665,571
financial statements.



</TABLE>

August 31,1998

NOTES TO FINANCIAL STATEMENTS


1.    ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Saratoga  Advantage  Trust (the "Trust") was organized on April 8, 1994 as a
Delaware  Business Trust and is registered  under the Investment  Company Act of
1940, as amended, as a diversified,  open-end management investment company. The
Trust commenced  investment  operations on September 2, 1994. The Trust consists
of seven portfolios:  the U.S. Government Money Market Portfolio; the Investment
Quality Bond Portfolio;  the Municipal Bond Portfolio;  the Large Capitalization
Value  Portfolio;   the  Large  Capitalization   Growth  Portfolio;   the  Small
Capitalization  Portfolio  and  the  International  Equity  Portfolio.  Saratoga
Capital  Management (the "Manager")  serves as the Trusts' manager.  Each of the
Portfolios  are  provided  with  discretionary  advisory  services of an Adviser
identified,  retained,  supervised and compensated by the Manager. The following
serve as Advisers  (the  "Advisers")  to their  respective  portfolio(s):  OpCap
Advisors  (formerly  Quest  for  Value  Advisors):   Municipal  Bond  and  Large
Capitalization Value; Fox Asset Management Inc.: Investment Quality Bond; Harris
Bretall Sullivan and Smith, Inc.: Large Capitalization Growth; Thorsell,  Parker
Partners,  Inc.: Small  Capitalization;  Sterling  Capital  Management Co.: U.S.
Government  Money  Market and  Friend  Ivory & Sime plc:  International  Equity.
Unified  Fund  Services,  Inc.  (the  "Administrator")  provides  the Trust with
administrative  services.  Unified Management  Corporation serves as the Trust's
distributor.  On August 19, 1994,  U.S.  Government  Money Market issued 100,000
shares to the Manager for $100,000 to provide initial capital for the Trust. The
following is a summary of significant  accounting policies consistently followed
by each Portfolio:

       (a) Valuation of Investments

       Investment  securities  listed  on a  national  securities  exchange  and
securities traded in the  over-the-counter  National Market System are valued at
the  last  reported  sale  price on the  valuation  date;  if there  are no such
reported  sales,  the securities are valued at the last quoted bid price.  Other
securities  traded  over-the-counter  and not part of the National Market System
are valued at the last quoted bid price.  Investment debt securities (other than
short term  obligations)  are valued each day by an independent  pricing service
approved by the Board of Trustees  using methods which  include  current  market
quotations  from a major  market  maker in the  securities  and  trader-reviewed
"matrix" prices. Short-term debt securities having a remaining maturity of sixty
days or less are valued at amortized cost or amortized value, which approximates
market value. Any securities or other assets for which market quotations are not
readily  available  are valued at their fair value as  determined  in good faith
under procedures established by the Board of Trustees. The ability of issuers of
debt securities held by the portfolios to meet their obligations may be affected
by economic or political  developments in a specific state,  industry or region.
U.S.  Government  Money  Market  values  all of its  securities  on the basis of
amortized  cost which  approximates  market value.  Investments  in countries in
which  International  Equity may invest may involve certain  considerations  and
risks not typically  associated with domestic  investments as a result of, among
others,  the possibility of future  political and economic  developments and the
level of governmental supervision and regulation of foreign securities markets.

       (b) Federal Income Tax

       It is each  Portfolio's  policy to comply  with the  requirements  of the
Internal  Revenue Code  applicable  to  regulated  investment  companies  and to
distribute   substantally   all  of  its  taxable  and   tax-exempt   income  to
shareholders; accordingly, no Federal income tax provision is required.

       (c) Deferred Organization
Expenses

       In connection  with the Trust's  organization,  each  Portfolio  incurred
approximately  $66,000 in costs.  These costs have been  deferred  and are being
amortized  to  expense  on  a   straight-line   basis  over  sixty  months  from
commencement of operations.

       (d) Security Transactions and Other
Income

       Security  transactions are recorded on the trade date. In determining the
gain or loss  from  the  sale of  securities,  the  cost of  securities  sold is
determined on the basis of identified  cost.  Dividend income is recorded on the
ex-dividend date and interest income is recorded on accrual basis.  Discounts or
premiums on debt  securities  purchased  are  accreted or  amortized to interest
income over the lives of the respective securities.

       (e) Dividends and
Distributions

       The following table summarizes each Portfolio's dividend and capital gain
declaration policy:

                                       Income     
                                      Dividends    Capital
                                                    Gains
                                     -------------------------
                    Large             annually     annually
Capitalization Value
                    Large             annually     annually
Capitalization Growth
                    Small             annually     annually
Capitalization
                    International     annually     annually
Equity
                    Investment         daily *     annually
Quality Bond
                    Municipal Bond     daily *     annually
                    U.S. Government    daily *     annually
Money Market
                         *  paid
monthly

       Each Portfolio records dividends and distributions to its shareholders on
the  ex-dividend  date.  The  amount of  dividends  and  distributions  from net
investment  income and net realized  gains are  determined  in  accordance  with
federal  income  tax  regulations,  which may  differ  from  generally  accepted
accounting  principles.  These  "book-tax"  differences are either  permanent or
temporary in nature.  To the extent these  differences  are permanent in nature,
such  amounts  are  reclassified  within the net asset  accounts  based on their
federal   tax-basis   treatment;    temporary   differences   do   not   require
reclassification.  To the extent  distributions  exceed current and  accumulated
earnings  and profits  for federal  income tax  purposes,  they are  reported as
distributions of paid-in-surplus or tax return of capital.






                                                           41

August 31,1998

NOTES TO FINANCIAL STATEMENTS (continued)


       (f) Purchased Put Option Accounting
Policy

       When a Portfolio  purchases a put option, it pays a premium and an amount
equal to the premium is recorded as an  investment.  The option is  subsequently
marked-to-market  to  reflect  its  current  market  value.  The  Portfolio,  as
purchaser of an option, has control over whether the option is exercised.  If an
option expires, the Portfolio realizes a loss in the amount of the premium paid.
If an option is  exercised,  the premium paid is an  adjustment  to the proceeds
from the sale in determining  whether the Portfolio has realized a gain or loss.
If a Portfolio enters into a closing sale  transaction,  the difference  between
the premium paid and the amount  received  from the sale is the realized gain or
loss.
       When a Portfolio purchases a put option, it is generally to hedge against
adverse  movements  in the value of  Portfolio  holdings.  The risk of buying an
option is that the  Portfolio  will pay a premium  whether  or not the option is
exercised. The Portfolio also has the additional risk of not being able to enter
into a  closing  securities  transaction  if an  illiquid  market  exists or the
counter parties develop the inability to meet the terms of their  contracts.  No
options were outstanding as of August 31,1998.

       (g) Allocation of Expenses

       Expenses specifically identifiable to a particular Portfolio are borne by
that Portfolio.  Other expenses are allocated to each Portfolio based on its net
assets in relation to the total net assets of all the  applicable  Portfolios or
another reasonable basis. Actual results could differ from those estimates.

       (h) Other
       The preparation of the financial  statements in accordance with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that effect the reported  amounts and  disclosures in the financial
statements. Actual results could differ from those estimates.

2.    MANAGEMENT FEE, ADMINISTRATION FEE AND OTHER TRANSACTIONS WITH AFFILIATES

(a) The management  fees are payable monthly by the Portfolio to the Manager and
are computed  daily at the following  annual rates of each  Portfolio's  average
daily net assets:  .65% for Large  Capitalization  Value,  Large  Capitalization
Growth  and  Small  Capitalization;  .75%  for  International  Equity;  .55% for
Investment  Quality Bond and Municipal Bond and .475% for U.S.  Government Money
Market.

       For the year ended August 31,1998,  the Manager voluntarily waived all of
its  management  fees and  assumed  $32,002  in  other  operating  expenses  for
Municipal Bond . The Manager also voluntary  waived  $33,711;  $7,982;  $52,919;
$43,500;  $21,840 and $53,369 in management fees for Large Capitalization Value,
Large  Capitalization   Growth,  Small  Capitalization,   International  Equity,
Investment Quality Bond and U.S. Government Money Market, respectively,  for the
year ended August 31,1998.

       The Portfolios also benefit from an expense offset arrangement with their
custodian bank where  uninvested  cash balances earn credits that reduce monthly
fees.

       (b) The Manager,  not the  Portfolios,  pays a portion of its  management
fees to the Advisers at the following annual rates of each  Portfolios'  average
daily net assets:  .30% for Large  Capitalization  Value,  Large  Capitalization
Growth  and  Small  Capitalization;  .40%  for  International  Equity;  .20% for
Investment  Quality Bond and Municipal Bond and .125% for U.S.  Government Money
Market.

       (c) The  administration  fee is accrued daily and payable  monthly to the
Administrator.  The  administration  fee for the year ended  August  31,1998 was
accrued  at an annual  rate of the  lesser of .12% of each  Portfolio's  average
daily net assets or $234,000 (exclusive
of out of pocket administration fees) for the
Trust.

3.    PURCHASES AND SALES OF SECURITIES

       For the year  ended  August  31,1998  purchases  and sales of  investment
securities, other than short-term securities were as follows:

                                      Purchases     Sales
                                     -------------------------
                    Large            $25,903,978  $17,025,220
Capitalization Value
                    Large             46,614,877   26,527,334
Capitalization Growth
                    Small             35,894,826   31,070,795
Capitalization
                    International     17,135,696    8,004,797
Equity
                    Investment                    
Quality Bond                          24,445,171   11,783,090
                    Municipal Bond     3,677,238    1,472,575



4.    UNREALIZED APPRECIATION (DEPRECIATION) FOR FEDERAL INCOME TAX PURPOSES

       At  August   31,1998,   the   composition   of  unrealized   appreciation
(depreciation) of investment securities were as follows:

                                     Appreciation(Depreciation)   Net
                                     -------------------------------------
                    Large             $5,563,618 ($2,555,342)  $3,008,276
Capitalization Value
                    Large             13,653,357  (4,637,226)   9,016,131
Capitalization Growth
                    Small                789,150 (11,452,032) (10,662,882)
Capitalization
                    International      1,813,280  (1,652,559)     160,721
Equity
                    Investment                                 
Quality Bond                             565,428     (54,531)     510,897
                    Municipal Bond       463,304            0     463,304

For U.S.  federal income tax, the cost of securities owned at August 31,1998 was
substantially  the  same  as the  cost of  securities  for  financial  statement
purposes.


                                                           42

August 31,1998

NOTES TO FINANCIAL STATEMENTS (continued)




5.    AUTHORIZED SHARES OF BENEFICIAL INTEREST AND PAR VALUE PER SHARE

       Each  Portfolio has unlimited  shares of beneficial  interest  authorized
with $.001 par value per share.

6.    CAPITAL LOSS CARRYFORWARDS

       At August 31,1998,  the following  portfolios had, for Federal income tax
purposes,  unused capital loss carryforwards  available to offset future capital
gains through the following fiscal years ended August 31:

         Name of Portfolio          Total    2003   2004    2005          2006
         -----------------          -----    ----   ----    ----          ----

   International Equity Portfolio  $270,290  --      --    $8,875      $261,415
   U.S. Government Money Market       $219   --      --       $32          $187
Portfolio



FINANCIAL HIGHLIGHTS (For a share outstanding throughout each period)

<TABLE>

<S>             <C>           <C>      <C>        <C>     <C>       <C>       <C>    <C>  <C>      <C>        <C>       <C>   


                                      INCOME FROM         DIVIDENDS AND
                                       INVESTMENT         DISTRIBUTIONS                                     
                                       OPERATIONS                                                            RATIOS
                           --------------------------------------------------                   ----------------------------
                           --------------------------------------------------                   ----------------------------

                                                                Distributions
                                    Net                              to
                                    Realized
                                       and           Dividends  Shareholders Net          Net   Ratio of    Ratio of
                                                         to                                        Net         Net
                 Net                UnrealizedTotal  Shareholders from Net   Asset       Assets Operating  Investment
                 Asset
                 Value,      Net    Gain(Loss) from   from Net    Realized   Value,      End of  Expenses  Income(Loss)Portfolio
                                                                   Gains
                 Beginning Investment  on     InvestmInvestment      on      End  Total  Period to Average to          Turnover
                                                                              of                           Average
                 of        Income(LoInvestmentOperationIncome   Investments  PerioReturn*(000's)Net        Net Assets  Rate
                 Period                                                                           Assets

International Equity
Portfolio

Year Ended August 31,
   1998          $10.74       $0.13     $0.09  $0.22    ($0.04)      --      $10.922.08% $18,967 1.40% (1)   1.14% (1)  58%
Year Ended August 31,
   1997            9.59        0.23      1.12   1.35     (0.20)      --      10.7414.39% 10,389  1.64% (1)   0.32% (1)  58%
Year Ended August 31,
   1996            9.33        0.00      0.34   0.34     (0.03)       (0.05) 9.59  3.68%  6,857  1.65% (1)   0.23% (1)  58%
 September 2,
1994 (2)
   to August      10.00 (3)    0.05    (0.71) (0.66)     (0.01)      --      9.33         2,907  0.38% (1,4) 1.03% (1,4)36%
31, 1995                                                                          (6.61%)
(1) During the fiscal year ended August 31,1998 and the fiscal year ended August
31,1997,  Saratoga Capital  Management  waived a portion of its management fees.
During all other time  periods  presented  above,  Saratoga  Capital  Management
waived  all of its  fees  and  assumed  a  portion  of the  operating  expenses.
Additionally,  for the periods presented above, the Portfolio  benefited from an
expense offset arrangement with its custodian bank. If such waivers, assumptions
and  expense  offsets  had not been in effect for the  respective  periods,  the
ratios  of net  operating  expenses  to  average  daily  net  assets  and of net
investment  income  (loss) to average daily net assets would have been 1.96% and
0.59%,  respectively,  for the year ended  August  31,1998,  2.76% and  (1.00%),
respectively,   for  the  year  ended   August   31,1997,   3.91%  and  (2.33%),
respectively,  for  the  year  ended  August  31,1996  and  8.96%  and  (7.53%),
annualized,  respectively,  for the period  September 2, 1994  (commencement  of
operations) to August 31, 1995.

Investment Quality Bond
Portfolio

Year Ended August 31,
   1998          $10.09       $0.50     $0.21  $0.71    ($0.50)      ($0.01) $10.297.21% $35,724 1.19% (1)   4.86% (1)  44%
Year Ended August 31,
   1997            9.91        0.51      0.18   0.69     (0.51)         0.00 10.09 7.16% 22,507  1.28% (1)   5.03% (1)  30%
Year Ended August 31,
   1996           10.08        0.48    (0.16)   0.32     (0.48)       (0.01) 9.91  3.23% 16,864  1.31% (1)   4.84% (1)  55%
 September 2,
1994 (2)
   to August      10.00 (3)    0.60      0.08   0.68     (0.60)      --      10.08 7.12%  4,503  0.45% (1,4) 5.77% (1,4)18%
31, 1995
(1) During the fiscal year ended August 31,1998 and the fiscal year ended August
31,1997,  Saratoga Capital  Management  waived a portion of its management fees.
During all other time  periods  presented  above,  Saratoga  Capital  Management
waived  all of its  fees  and  assumed  a  portion  of the  operating  expenses.
Additionally,  for the periods presented above, the Portfolio  benefited from an
expense offset arrangement with its custodian bank. If such waivers, assumptions
and  expense  offsets  had not been in effect for the  respective  periods,  the
ratios  of net  operating  expenses  to  average  daily  net  assets  and of net
investment  income  (loss) to average daily net assets would have been 1.37% and
4.69%,  respectively,  for the year  ended  August  31,1998,  1.52%  and  4.71%,
respectively,  for the year ended August 31,1997, 2.12% and 3.90%, respectively,
for  the  year  ended  August   31,1996  and  7.93%  and  (1.71%),   annualized,
respectively,  for the period September 2, 1994  (commencement of operations) to
August 31,1995.

Municipal Bond
Portfolio

Year Ended August 31,
   1998          $10.33       $0.43     $0.42  $0.85    ($0.44)      ($0.02) $10.728.42% $9,794  1.20% (1)   4.07% (1)  18%
Year Ended August 31,
   1997           10.00        0.43      0.33   0.76     (0.43)      --      10.33 7.67%  7,223  1.21% (1)   4.19% (1)  20%
Year Ended August 31,
   1996            9.93        0.41      0.07   0.48     (0.41)      --      10.00 4.88%  4,708  1.23% (1)   4.03% (1)  12%
 September 2,
1994 (2)
   to August      10.00 (3)    0.51    (0.07)   0.44     (0.51)      --      9.93  4.65%  1,477  0.37% (1,4) 4.79% (1,4)27%
31, 1995
(1) During the fiscal year ended August 31,1998 and the fiscal year ended August
31,1997,  Saratoga Capital  Management waived all of its management fees. During
all other time periods presented above,  Saratoga Capital  Management waived all
of its fees and assumed a portion of the operating expenses.  Additionally,  for
the periods  presented  above,  the Portfolio  benefited  from an expense offset
arrangement  with its custodian  bank. If such waivers,  assumptions and expense
offsets  had not been in effect for the  respective  periods,  the ratios of net
operating  expenses  to average  daily net assets and of net  investment  income
(loss)  to  average   daily  net  assets   would  have  been  2.15%  and  3.12%,
respectively,  for the year ended August 31,1998, 2.96% and 2.43%, respectively,
for the year ended August 31,1997, 5.32% and (0.12%), respectively, for the year
ended August 31,1996 and 20.15% and (14.99%), annualized,  respectively, for the
period September 2, 1994 (commencement of operations) to August 31,1995.



FINANCIAL HIGHLIGHTS (For a share outstanding throughout each
period)



                                      INCOME FROM         DIVIDENDS AND
                                       INVESTMENT         DISTRIBUTIONS                                     
                                       OPERATIONS                                                            RATIOS
                           --------------------------------------------------                   ----------------------------
                           --------------------------------------------------                   ----------------------------

                                                                Distributions
                                    Net                              to
                                    Realized
                                       and           Dividends  Shareholders Net          Net   Ratio of    Ratio of
                                                         to                                        Net         Net
                 Net                UnrealizedTotal  Shareholders from Net   Asset       Assets Operating  Investment
                 Asset
                 Value,      Net    Gain(Loss) from   from Net    Realized   Value,      End of  Expenses  Income(Loss)Portfolio
                                                                   Gains
                 Beginning Investment  on     InvestmInvestment      on      End  Total  Period to Average to          Turnover
                                                                              of                           Average
                 of        Income(LoInvestmentOperationIncome   Investments  PerioReturn*(000's)Net        Net Assets  Rate
                 Period                                                                           Assets

Large Capitalization
Value Portfolio

Year Ended August 31,
   1998          $18.57       $0.14     $0.07  $0.21    ($0.39)      ($0.24) $18.150.96% $42,641 1.30% (1)   0.69% (1)  54%
Year Ended August 31,                                                              
   1997           14.45        0.09      4.37   4.46     (0.08)       (0.26) 18.5731.37% 29,676  1.31% (1)   0.60% (1)  25%
Year Ended August 31,
   1996           12.30        0.07      2.33   2.40     (0.11)       (0.14) 14.4519.73% 18,274  1.28% (1)   0.97% (1)  26%
 September 2,
1994 (2)
   to August      10.00 (3)    0.15      2.20   2.35     (0.05)      --      12.3023.60%  5,515  0.40% (1,4) 2.29% (1,4)33%
31, 1995
(1) During the fiscal year ended August 31,1998 and the fiscal year ended August
31,1997,  Saratoga Capital  Management  waived a portion of its management fees.
During all other time  periods  presented  above,  Saratoga  Capital  Management
waived  all of its  fees  and  assumed  a  portion  of the  operating  expenses.
Additionally,  for the periods presented above, the Portfolio  benefited from an
expense offset arrangement with its custodian bank. If such waivers, assumptions
and  expense  offsets  had not been in effect for the  respective  periods,  the
ratios  of net  operating  expenses  to  average  daily  net  assets  and of net
investment  income  (loss) to average daily net assets would have been 1.39% and
0.60%,  respectively,  for the year  ended  August  31,1998,  1.56%  and  0.35%,
respectively,  for the year ended August 31,1997, 2.19% and 0.04%, respectively,
for  the  year  ended  August   31,1996  and  6.54%  and  (3.85%),   annualized,
respectively,  for the period September 2, 1994  (commencement of operations) to
August 31,1995.

Large Capitalization
Growth Portfolio

Year Ended August 31,
   1998          $17.87     ($0.07)     $0.81  $0.74     --          ($0.78) $17.833.91% $66,537 1.18% (1) (0.34%) (1)  45%
Year Ended August 31,
   1997           13.16      (0.02)      4.73   4.71     --          --      17.8735.79% 47,197  1.36% (1) (0.12%) (1)  53%
Year Ended August 31,
   1996           12.86      (0.02)      0.35   0.33     (0.01)       (0.02) 13.16 2.56% 33,962  1.34% (1) (0.13%) (1)  50%
 September 2,
1994 (2)
   to August      10.00 (3)    0.02      2.85   2.87     (0.01)      --      12.8628.77% 11,107  0.51% (1,4) 0.32% (1,4)23%
31, 1995
(1) During the fiscal year ended August 31,1998 and the fiscal year ended August
31,1997,  Saratoga Capital  Management  waived a portion of its management fees.
During all other time  periods  presented  above,  Saratoga  Capital  Management
waived  all of its  fees  and  assumed  a  portion  of the  operating  expenses.
Additionally,  for the periods presented above, the Portfolio  benefited from an
expense offset arrangement with its custodian bank. If such waivers, assumptions
and  expense  offsets  had not been in effect for the  respective  periods,  the
ratios  of net  operating  expenses  to  average  daily  net  assets  and of net
investment  income  (loss) to average daily net assets would have been 1.25% and
(0.41%),  respectively,  for the year ended August  31,1998,  1.36% and (0.20%),
respectively,   for  the  year  ended   August   31,1997,   1.67%  and  (0.60%),
respectively,  for  the  year  ended  August  31,1996  and  5.00%  and  (4.17%),
annualized,  respectively,  for the period  September 2, 1994  (commencement  of
operations) to August 31,1995.

Small Capitalization
Portfolio

Year Ended August 31,
   1998          $15.05     ($0.10)   ($4.20) ($4.30)    --          ($0.93) $9.82(30.64%$23,235 1.28% (1) (0.63%) (1)  96%
Year Ended August 31,
   1997           13.58      (0.07)      2.37   2.30     --           (0.83) 15.0518.07% 28,781  1.30% (1) (0.70%) (1) 162%
Year Ended August 31,
   1996           12.62      (0.09)      1.44   1.35    ($0.00)       (0.39) 13.5811.03% 22,071  1.25% (1) (0.83%) (1)  95%
 September 2,
1994 (2)
   to August      10.00 (3)    0.02      2.61   2.63     (0.01)      --      12.6226.38% 15,103  0.42% (1,4) 0.07% (1,4111%
31, 1995
(1) During the fiscal year ended August 31,1998 and the fiscal year ended August
31,1997,  Saratoga Capital  Management  waived a portion of its management fees.
During all other time  periods  presented  above,  Saratoga  Capital  Management
waived  all of its  fees  and  assumed  a  portion  of the  operating  expenses.
Additionally,  for the periods presented above, the Portfolio  benefited from an
expense offset arrangement with its custodian bank. If such waivers, assumptions
and  expense  offsets  had not been in effect for the  respective  periods,  the
ratios  of net  operating  expenses  to  average  daily  net  assets  and of net
investment  income  (loss) to average daily net assets would have been 1.44% and
0.98%,  respectively,  for the year ended  August  31,1998,  1.64% and  (1.04%),
respectively,   for  the  year  ended   August   31,1997,   1.84%  and  (1.42%),
respectively,  for  the  year  ended  August  31,1996  and  3.57%  and  (3.08%),
annualized,  respectively,  for the period  September 2, 1994  (commencement  of
operations) to August 31,1995.


FINANCIAL HIGHLIGHTS (For a share outstanding throughout each
period)


                                      INCOME FROM         DIVIDENDS AND
                                       INVESTMENT         DISTRIBUTIONS                                     
                                       OPERATIONS                                                            RATIOS
                           --------------------------------------------------                   ----------------------------
                           --------------------------------------------------                   ----------------------------

                                                                Distributions
                                    Net                              to
                                    Realized
                                       and           Dividends  Shareholders Net          Net   Ratio of    Ratio of
                                                         to                                        Net         Net
                 Net                UnrealizedTotal  Shareholders from Net   Asset       Assets Operating  Investment
                 Asset
                 Value,      Net    Gain(Loss) from   from Net    Realized   Value,      End of  Expenses  Income(Loss)Portfolio
                                                                   Gains
                 Beginning Investment  on     InvestmInvestment      on      End  Total  Period to Average to          Turnover
                                                                              of                           Average
                 of        Income(LoInvestmentOperationIncome   Investments  PerioReturn*(000's)Net        Net Assets  Rate
                 Period                                                                           Assets

U.S. Government Money Market
Portfolio

Year Ended August 31,
   1998          $1.000      $0.045    $0.000  0.045   ($0.045)      --      $1.0004.59% $38,492 1.12% (1)   4.41% (1)  --
Year Ended August 31,
   1997           1.000       0.043     0.000  0.043    (0.043)      --      1.000 4.41% 28,572  1.12% (1)   4.31% (1)  --
Year Ended August 31,
   1996           1.000       0.044     0.000  0.044    (0.044)      --      1.000 4.47% 22,906  1.13% (1)   4.30% (1)  --
 September 2,
1994 (2)
   to August      1.000 (3)   0.052     0.000  0.052    (0.052)      --      1.000 5.36%  5,072  0.40% (1,4) 5.38% (1,4)--
31, 1995

</TABLE>

(1) During the fiscal year ended August 31,1998 and the fiscal year ended August
31,1997,  Saratoga Capital  Management  waived a portion of its management fees.
During all other time periods presented above, Saratoga Capital
      Management  waived all of its fees and assumed a portion of the  operating
expenses. Additionally, for the periods presented above, the Portfolio benefited
from an expense offset arrangement with its custodian bank. If such waivers,
      assumptions  and expense offsets had not been in effect for the respective
periods, the ratios of net operating expenses to average daily net assets and of
net investment income (loss) to average daily net assets would have been
      1.30% and 4.24%,  respectively,  for the year ended August 31,1998,  1.35%
and 4.08%,  respectively,  for the year ended August  31,1997,  1.79% and 3.64%,
respectively, for the year ended August 31,1996 and
     6.69% and (0.91%),  annualized,  respectively,  for the period September 2,
1994 (commencement of operations) to August 31,1995.
(2) Commencement of
operations.
(3) Initial
offering price.
(4) Annualized.

* Assumes  reinvestment  of all  dividends  and  distributions.  Aggregate  (not
annualized) total return is shown for any period shorter than one year.

INDEPENDENT AUDITOR'S REPORT




To the Shareholders and Board of Trustees of
The Saratoga Advantage Trust:

We have audited the accompanying statements of assets and liabilities, including
the  schedules of  investments,  of The Saratoga  Advantage  Trust (the "Trust")
(comprising,  respectively, the U.S. Government Money Market, Investment Quality
Bond, Municipal Bond, Large Capitalization  Value, Large Capitalization  Growth,
Small Capitalization and International Equity Portfolios) as of August 31, 1998,
and the related  statements  of  operations,  the  statements  of changes in net
assets  and  financial  highlights  for the year  then  ended.  These  financial
statements  and  financial  highlights  are the  responsibility  of the  Trust's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  and  financial  highlights  based on our audit.  The  statements  of
changes  in net assets for the year ended  August 31,  1997,  and the  financial
highlights  for the period  September 2, 1994,  (commencement  of operations) to
August 31, 1997,  were audited by other  auditors whose report dated October 28,
1997,  expressed  an  unqualified  opinion on the  statements  of changes in net
assets and financial highlights.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
August 31, 1998, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.  In our opinion,  the financial  statements  and  financial  highlights
referred to above  present  fairly,  in all  material  respects,  the  financial
position  of  each  of  the  respective  portfolios  constituting  The  Saratoga
Advantage  Trust as of August 31,  1998,  the results of their  operations,  the
changes in net assets and the financial  highlights for the year then ended,  in
conformity with generally accepted accounting principles.




                                                  Ernst & Young LLP
                                                             

 
October 9, 1998


TAX INFORMATION



Federal  and certain  state and local tax rules  require the Trust to advise its
shareholders  within 60 days of the Trust's fiscal year end (August  31,1998) as
to the tax status of the  following  dividends  and  distributions  received  by
shareholders during such fiscal year:

<TABLE>

<S>                                                    <C>                   <C>                  <C>                       <C>    


                                                   Percentage of           Mid-Term             Long-Term
                                                     Dividends              Capital              Capital
                                                    Qualifying
                                                 for the Corporate           Gain                  Gain              Percentage of
                                                Dividends Received         Dividend              Dividend           Exempt-Interest
                                                     Deduction                28%                  20%                 Dividends
                                                --------------------  --------------------  -------------------  ------------------

     U.S. Government Money Market                                --                    --                   --                   --
Portfolio

     Investment Quality Bond Portfolio                           --               $30,677                   --                   --

     Municipal Bond Portfolio                                    --                $9,354               $1,248               100.00%

     Large Capitalization Value                              56.05%              $198,246             $205,148                    --
Portfolio

     Large Capitalization Growth                                 --            $1,018,944           $1,108,238                    --
Portfolio

     Small Capitalization                                     5.38%            $1,237,374              $50,966                    --
Portfolio

     International Equity                                        --                    --                   --                    --
Portfolio


</TABLE>




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