SARATOGA ADVANTAGE TRUST
N-30D, 1999-10-29
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                             THE SARATOGA ADVANTAGE TRUST
                                     ANNUAL REPORT
                                 AS OF AUGUST 31, 1999

                                    CLASS I SHARES




                                 TABLE OF CONTENTS



 Chairman's                                 Page 1
 Letter....................................

 Investment                                 Page 3
 Review.................................

 Schedules of                               Page 17
 Investments...........................

 Statements of Assets and                   Page 38
 Liabilities...........................

 Statements of                              Page 39
 Operations............................

 Statements of Changes in Net Assets.....   Page 40

 Notes to Financial                         Page 42
 Statements............................

 Financial                                  Page 47
 Highlights...............................

 Independent Auditor's                      Page 51
 Report................................

 Tax Information                            Page 52









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













                       THE SARATOGA ADVANTAGE TRUST

                       Annual Report to Shareholders

October 15, 1999


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
(the  "Trust").  This report  covers the twelve  months from  September  1, 1998
through  August 31, 1999.  During this period of time,  U.S.  stocks  provided a
total return of 39.8%,  as measured by the Standard and Poors 500 Index,  while
the  total  return  for bonds was  2.2%,  as gauged by the  Lehman  Intermediate
Government/Corporate Bond Index.  International stocks produced positive returns
during the  period,  gaining  25.7% as reported  by the Morgan  Stanley  Europe,
Australia and Far East (EAFE) Index.

                    Can The Stock Market Reach 100,000?

The stock market,  as measured by the Dow Jones  Industrial  Average (the "Dow")
closed at 10,286.61 on October 14, 1999.  While it might be difficult to imagine
the Dow hitting 100,000, Roger Ibbotson, Professor of Finance at Yale University
and  Chairman  of  Ibbotson  Associates,  sees stock  market  returns  averaging
approximately 11.6% per year until the year 2024. That would put the Dow at over
120,000  in 2024.  While this might  seem  far-fetched,  according  to data from
Ibbotson  Associates,  from  January 1, 1926 to September  30, 1999 U.S.  common
stocks have had an average rate of return of 11.2% per year.  That is nearly the
same rate of return that Professor  Ibbotson projects until the year 2024. It is
interesting  to note  that in 1974 with the Dow at 850 that  Professor  Ibbotson
predicted  that the Dow would hit 10,000 before  November 1999. As I reported in
the February 28, 1999 Semi-Annual Report, on March 29, 1999 the Dow made history
by closing  above  10,000 for the first  time since it was  launched  nearly 103
years ago.
Will Professor Ibbotson's  prediction of Dow 100,000 prove correct? No one knows
for sure.  Stocks can be volatile,  and past  performance  is not a guarantee of
future results.  If the stock market does end up  experiencing  the nice results
that Professor Ibbotson predicts,  how can investors try to participate sensibly
in the stock market?  One important  ingredient  will likely be for investors to
develop  investment  strategies with their  financial  advisors that they can be
comfortable with so that they stay invested
long-term.

Let me share with you some informative  findings from Dalbar, Inc. that appeared
in their Quantitative Analysis of Investor Behavior Study:

1) Returns for mutual fund investors have trailed indexes because fund investors
   themselves have not held onto their funds long enough.


2) Equity fund  investors and fixed income fund investors are only holding their
   funds for an average of three  years.  This  finding of  investor  fund
   holding period in 1997 was nearly the same in 1984.

3) The primary  reason for low fund  retention is investor  behavior - investors
   chasing  the hot funds in search of  better  returns  and  trying to time
   the market to gain from sectors or asset classes that are temporarily in
   favor.

According to data from the study, over the 14 years from January 1, 1984 through
December 31, 1997, the stock market (as measured by the S&P 500 Index)  returned
17%  annually  with  reinvested  dividends,  while  equity fund  investors  only
realized  real returns of 6.71%.  "Equity fund  investors'  real returns were so
much lower due to their  behavior -  specifically,  investing  too late to enjoy
much of the run-up in the  market,  and not  remaining  invested  for the entire
period," the study said. The average  return that investors  received from fixed
income  funds  also  lagged  indices,  due in great part to  investor  behavior.
"Investors  try to time the market with  fixed-income  funds,  as well as equity
funds,  chasing  interest rate changes and attempting to catch the 'hot' sectors
or asset classes, the study concluded.

Chasing "hot" funds in search of better  returns is apparently not a formula for
success for many  investors.  Try to stay focused on your  long-term  investment
goals.  Don't let  short-term  stock and bond  market  fluctuations  change your
long-term  investment  strategy.  The Saratoga  Advantage Trust's portfolios are
managed by some of the world's leading institutional  investment advisory firms.

Combining the strength of the Trust's  performance  with a  well-designed  asset
allocation  plan can help you to achieve your long-term  investment  goals.  The
bottom line is that successful investing requires discipline and patience.

Following  you will find specific  information  on the  investment  strategy and
performance of each of the Trust's 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 primarily in a diversified  portfolio of common stocks that,
in the Advisor's opinion, are believed to be undervalued in the market and offer
above-average price appreciation potential.


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

                                                  Large
                                              Capitalization         Lipper Capital
            Total Aggregate                  Value Portfolio          Appreciation                                   S & P/Barra
         Return for the Period                  (Class I)                Funds                 S &P 500                 Value
         Ended August 31, 1999                                           Index1                 Index2                 Index3
- ----------------------------------------    -------------------    -------------------    -------------------    -------------------

     9/1/94 (inception) - 8/31/99*                18.7%                  18.8%                  25.1%                   20.8%

           9/1/98 - 8/31/99                       19.8%                  44.4%                  39.8%                   34.1%

           3/1/99 - 8/31/99                        4.5%                  11.5%                   7.3%                   7.8%

*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. Some of the
stocks that  contributed to the positive  performance  for the year ended August
31,  1999  were:  Rockwell  International  Corporation;  WPP  Group  PLC;  Dover
Corporation; Citigroup, Inc. ; and Computer Associates.

The Portfolio owned the common stocks of 44 companies as of August 31, 1999. The
five largest holdings were: Computer Associates,  a designer of computer systems
software  products:;  Dover  Corporation,  a major manufacturer of elevators and
elevator  products;  XL  Capital,  a strongly  capitalized  specialty  insurance
company;  Textron  Inc., a major  manufacturer  of aircraft and utility  vehicle
products;  and  Wells  Fargo  &  Co.,  one  of the  largest  commercial  banking
institutions.



                      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, L.L.C.
                                        San Francisco, California


Objective:  Seeks capital  appreciation by investing  primarily 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, 1999                  (Class I)                Index1                  Index2                 Index3
- ---------------------------------------    -------------------    --------------------    -------------------    ------------------

    9/1/94 (inception) -8/31/99*                23.5%                   21.2%                  25.1%                   29.2%

           9/1/98 - 8/31/99                      54.0%                   41.3%                  39.8%                   44.8%

           3/1/99 - 8/31/99                       3.4%                   7.1%                    7.3%                   6.9%

*Annualized performance for periods greater than one year
</TABLE>

The Large  Capitalization  Growth Portfolio contains stocks 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.

The  financial  markets have been  somewhat  volatile as investors  try to reach
consensus  on the  direction  of  interest  rates and  inflation.  Despite  this
volatility,  Harris Bretall Sullivan & Smith , L.L.C. projects a continuation of
a strong U.S. large  capitalization  stock market.  We would not be surprised to
see the Dow Jones  Industrial  Average reach 20,000 in the first half of the new
decade. The three powerful macro economic trends that have fueled the U.S. stock
market - demographics,  the technology  revolution and globalization - are still
firmly in place. The combination of stocks that are in the Large  Capitalization
Growth Portfolio  Harris Bretall believes is an example of a portfolio  prepared
to lead the market's charge upward as we start a new millenium.






                LARGE CAPITALIZATION GROWTH PORTFOLIO
                         Advised by:
              Harris Bretall Sullivan & Smith, L.L.C.
                   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 the common stocks of small capitalization companies.

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



                                                  Small
           Total Aggregate                   Capitalization            Lipper Small
        Return for the Period                   Portfolio                Cap Funds                  Russell 2000
        Ended August 31, 1999                   (Class I)                 Index1                       Index2
- ---------------------------------------    --------------------    ----------------------      -----------------------

    9/1/94 (inception) - 8/31/99*                 9.2%                     12.8%                       12.3%

           9/1/98 - 8/31/99                       34.9%                    32.7%                       28.4%

           3/1/99 - 8/31/99                       17.9%                    14.4%                        9.9%

*Annualized performance for periods greater than one year
</TABLE>

Results for the fiscal year ended August 31, 1999  reflected  the rebound of the
U.S. stock market in general and especially of smaller  stocks.  We believe that
the return to smaller  stocks  (versus larger stocks) is just beginning and that
this could be the most profitable  investment  theme of the next few years.  Our
review of the  price/earnings  data for  representative  indices  supports  this
assessment.  Smaller stocks have recovered only about half of their year-earlier
valuations  and are still  sharply  underpriced  relative  to large cap  stocks.

Momentum  and investor  sentiment  appear to support the  continued  move toward
smaller stocks such as those in the Portfolio.

The Portfolio is always kept well diversified across various sectors and many of
them made a contribution to the strong results.  Energy stocks were  outstanding
performers over the last six months after a tough time last year.  Another major
theme this year is the "discovery of value" reflected in buyouts. Several of the
Portfolio's  stocks were targets of this "acceleration of discovery." As always,
we had more stocks fully researched and ready to replace those which were bought
out at premium prices.  There were some soft spots,  of course.  Rising interest
rates dampened the manufactured housing stocks, our relatively small position in
finance  (specialty  thrift)  was  held to flat  returns,  and  several  special
situation investments are still quite undervalued.

Overall, we believe that the upside potential in the Portfolio remains excellent
based on our current target prices for each  individual  stock. As more of these
stocks become better  recognized and approach  their targets,  we are constantly
working to research new prospects and are still  finding  plenty of  undervalued
opportunities.





                  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 the securities of companies domiciled outside of the United States.

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



           Total Aggregate                  International          Morgan Stanley
        Return for the Period              Equity Portfolio          EAFE Index
        Ended August 31, 1999                 (Class I)            (U.S. Dollars)1
- --------------------------------------    -------------------    --------------------

    9/1/94 (inception) - 8/31/99                 6.6%                   8.2%

          9/1/98 - 8/31/99                      21.7%                   25.7%

          3/1/99 - 8/31/99                      12.0%                   10.4%

*Annualized performance for periods greater than one year
</TABLE>

International  stockmarkets have recovered strongly from the lows of a year ago.
The  Far  Eastern  stockmarkets  have  led the  way,  boosted  by a  significant
improvement in economic and financial conditions. The European stockmarkets have
lagged as economic growth has continued to disappoint and the Euro has weakened.

Global  growth  prospects  remain  favorable  and while  inflation  has probably
troughed,  upward  pressure  should  remain  slight.  As such,  the  outlook for
international  stockmarkets remains positive.  Asia remains our favored area for
investment.  Markets have recovered strongly, but we expect them to make further
progress given the prospect of excellent earnings growth supported by a recovery
in both domestic and external demand and corporate restructuring.

We are  looking to rebuild our  exposure  in Japan where we remain  underweight.
However,  we do not wish to reduce our exposure to Europe at the current time as
an improving  economic outlook in the months ahead should help boost stockmarket
returns and the Euro.

As of August 31, 1999, major weightings in the portfolio were as follows: Europe
68.1%, Japan 19.9%, and Asia 7.4%.





                                   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 high quality,  actively  managed fixed
income securities.


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


                                                                             Lipper                    Lehman
                                                                       Short-Intermediate           Intermediate
           Total Aggregate                  Investment Quality             Investment                Government/
        Return for the Period                 Bond Portfolio            Grade Debt Funds              Corporate
        Ended August 31, 1999                    (Class I)                   Index1                  Bond Index2
- ---------------------------------------     --------------------       --------------------      --------------------

    9/1/94 (inception) - 8/31/99*                  5.2%                       6.1%                      6.7%

           9/1/98 - 8/31/99                        1.3%                       2.1%                      2.2%

           3/1/99 - 8/31/99                        0.2%                       0.6%                      0.3%

*Annualized performance for periods greater than one year
</TABLE>

In the annual period ended August 31, 1999, the Portfolio  distributed dividends
of $ 0.49 per share.

Investments are normally divided  approximately  evenly between U.S.  Government
and  Corporate  securities.  Due to the yield  advantage  available in Corporate
securities,  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.  Fox is  maintaining  a  conservative
investment  posture  with an  average  maturity  of 4.8  years,  and an  average
duration of 3.2 years in the Portfolio.

Other  portfolio  statistics  as of  August  31,  1999 are as  follows:  Average
yield-to-maturity  was 6.7%,  average  coupon was 6.6% and the  average  Moody's
Rating was A1 with 40 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>


           Total Aggregate                   Municipal Bond             Lipper General                 Lehman
        Return for the Period                   Portfolio                 Municipal                  Municipal
        Ended August 31, 1999                   (Class I)             Debt Funds Index1             Bond Index2
- --------------------------------------     --------------------      ---------------------       -------------------

    9/1/94 (inception) - 8/31/99                  4.5%                       5.8%                       6.0%

          9/1/98 - 8/31/99                       (2.6%)                     (1.2%)                      0.5%

          3/1/99 - 8/31/99                       (4.2)%                     (3.0)%                     (2.1)%

*Annualized performance for periods greater than one year
</TABLE>

The continued  strength of the domestic  economy as well as the growing strength
of global  economies has forced the Federal  Reserve's hand to raise the Federal
Funds rate twice over the summer to preempt  inflation.  This has eliminated all
but one of the  easings  that were  instituted  last year to  enhance  worldwide
liquidity in the face of a global  economic  crisis.  Since the beginning of the
year,  the  flight to quality  has  abated,  and bond  prices  have  continually
weakened  as fears of the  Federal  Reserve  intervention  were  confirmed.  The
thirty-year treasury bond yield has risen nearly one percentage point to end the
month of August at a 6.06% yield.  We believe that at current  tax-exempt  yield
levels,  the after-tax  returns are historically very high and provide excellent
fixed  income  value.  Eventually,  institutional  buyers  should  return to the
tax-exempt  market as  after-tax  yields on  municipals  are too  compelling  to
ignore, and we can expect municipals to outperform at that time.

We continued to remain fully invested in municipals throughout the year in order
to provide a high level of tax-exempt income to shareholders. We have focused on
the  twenty-year  part of the yield  curve which  provides  optimal  value,  and
currently the Portfolio's average maturity is 18 years. During the past quarter,
we  have  purchased  municipals  with  higher  original  yields  that  are  less
vulnerable  to special  income tax  considerations  as the  market  weakens.  We
continue to find value in the general obligation, healthcare and housing sectors
of the  municipal  market,  and these  sectors  comprise 35%, 17% and 15% of the
Portfolio respectively.


                                                      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 issued by the United States Government,  its agencies and
instrumentalities and related repurchase agreements.


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



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

               8/31/99                               4.2%                          4.7%

           Total Aggregate                   U.S. Government Money              Lipper U.S.
        Return for the Period                  Market Portfolio               Treasury Money
        Ended August 31, 1999                      (Class I)                   Market Index1             90 Day T-Bills
- ---------------------------------------     ------------------------      ------------------------     --------------------

    9/1/94 (inception) - 8/31/99*                    4.6%                          4.8%                       5.0%
           9/1/98 - 8/31/99                          4.1%                          4.3%                       4.4%
           3/1/99 - 8/31/99                          2.0%                          2.1%                       2.2%

*Annualized performance for periods greater than one year
</TABLE>



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, 1999.  The average  dollar-weighted  portfolio  maturity was 51 days,
compared with a maximum allowable maturity of 90 days.

At August 31, 1999, the Federal funds rate was 5.25%. The Federal Reserve raised
short-term  borrowing rates twice this year in response to a persistently strong
economy and potential  inflation  concerns.  Moving  forward,  investors  appear
confident that the  pre-emptive  moves by the Federal  Reserve will combine with
technology-related productivity gains to keep pricing pressures low.

An investment in the U.S.  government  Money Market  Portfolio is not insured or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.  Although the U.S.  Government  Money Market Portfolio seeks to preserve
the value of your investment at $1.00 per share, it is possible to lose money by
investing in the Portfolio.

1. The Lipper U.S.  Treasury Money Market Funds 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.

                 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 primarily in a diversified  portfolio of common stocks that,
in the Advisor's opinion, are believed to be undervalued in the market and offer
above-average price appreciation potential.


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

                                                  Large
                                              Capitalization         Lipper Capital
            Total Aggregate                  Value Portfolio          Appreciation                                   S & P/Barra
         Return for the Period                  (Class B)                Funds                 S &P 500                 Value
         Ended August 31, 1999                                           Index1                 Index2                 Index3
- ----------------------------------------    -------------------    -------------------    -------------------    -------------------

     1/4/99 (inception) - 8/31/99*                 1.4%                  11.5%                   8.3%                   7.7%

           1/4/99 - 8/31/99                        1.4%                  11.5%                   8.3%                   7.7%

           3/1/99 - 8/31/99                        3.9%                  11.5%                   7.3%                   7.8%

*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. Some of the
stocks that  contributed to the positive  performance  for the year ended August
31,  1999  were:  Rockwell  International  Corporation;  WPP  Group  PLC;  Dover
Corporation; Citigroup, Inc. ; and Computer Associates.

The Portfolio owned the common stocks of 44 companies as of August 31, 1999. The
five largest holdings were: Computer Associates,  a designer of computer systems
software  products:;  Dover  Corporation,  a major manufacturer of elevators and
elevator  products;  XL  Capital,  a strongly  capitalized  specialty  insurance
company;  Textron  Inc., a major  manufacturer  of aircraft and utility  vehicle
products;  and  Wells  Fargo  &  Co.,  one  of the  largest  commercial  banking
institutions.







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


Objective:  Seeks capital  appreciation by investing  primarily 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, 1999                  (Class B)                Index1                  Index2                 Index3
- ---------------------------------------    -------------------    --------------------    -------------------    ------------------

    1/4/99 (inception) - 8/31/99*                 8.1%                   8.2%                    8.3%                   9.0%

           1/4/99 - 8/31/99                       8.1%                   8.2%                    8.3%                   9.0%

           3/1/99 - 8/31/99                       2.7%                   7.1%                    7.3%                   6.9%

*Annualized performance for periods greater than one year
</TABLE>

The Large  Capitalization  Growth Portfolio contains stocks 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.

The  financial  markets have been  somewhat  volatile as investors  try to reach
consensus  on the  direction  of  interest  rates and  inflation.  Despite  this
volatility,  Harris Bretall Sullivan & Smith , L.L.C. projects a continuation of
a strong U.S. large  capitalization  stock market.  We would not be surprised to
see the Dow Jones  Industrial  Average reach 20,000 in the first half of the new
decade. The three powerful macro economic trends that have fueled the U.S. stock
market - demographics,  the technology  revolution and globalization - are still
firmly in place. The combination of stocks that are in the Large  Capitalization
Growth Portfolio  Harris Bretall believes is an example of a portfolio  prepared
to lead the market's charge upward as we start a new millenium.






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

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

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

                                                  Small
           Total Aggregate                   Capitalization            Lipper Small
        Return for the Period                   Portfolio                Cap Funds                  Russell 2000
        Ended August 31, 1999                   (Class B)                 Index1                       Index2
- ---------------------------------------    --------------------    ----------------------      -----------------------

    1/4/99 (inception) - 8/31/99*                 7.6%                     7.0%                         2.4%

           1/4/99 - 8/31/99                       7.6%                     7.0%                         2.4%

           3/1/99 - 8/31/99                       17.0%                    14.4%                        9.9%

*Annualized performance for periods greater than one year
</TABLE>

Results for the fiscal year ended August 31, 1999  reflected  the rebound of the
U.S. stock market in general and especially of smaller  stocks.  We believe that
the return to smaller  stocks  (versus larger stocks) is just beginning and that
this could be the most profitable  investment  theme of the next few years.  Our
review of the  price/earnings  data for  representative  indices  supports  this
assessment.  Smaller stocks have recovered only about half of their year-earlier
valuations  and are still  sharply  underpriced  relative  to large cap  stocks.
Momentum  and investor  sentiment  appear to support the  continued  move toward
smaller stocks such as those in the Portfolio.

The Portfolio is always kept well diversified across various sectors and many of
them made a contribution to the strong results.  Energy stocks were  outstanding
performers over the last six months after a tough time last year.  Another major
theme this year is the "discovery of value" reflected in buyouts. Several of the
Portfolio's  stocks were targets of this "acceleration of discovery." As always,
we had more stocks fully researched and ready to replace those which were bought
out at premium prices.  There were some soft spots,  of course.  Rising interest
rates dampened the manufactured housing stocks, our relatively small position in
finance  (specialty  thrift)  was  held to flat  returns,  and  several  special
situation investments are still quite undervalued.

Overall, we believe that the upside potential in the Portfolio remains excellent
based on our current target prices for each  individual  stock. As more of these
stocks become better  recognized and approach  their targets,  we are constantly
working to research new prospects and are still  finding  plenty of  undervalued
opportunities.


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

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

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


            Total Aggregate                    International          Morgan Stanley
         Return for the Period               Equity Portfolio           EAFE Index
         Ended August 31, 1999                   (Class B)           (U.S. Dollars)1
 ---------------------------------------    --------------------    -------------------

     1/4/99 (inception) - 8/31/99*                 6.5%                    7.5%

            1/4/99 - 8/31/99                       6.5%                    7.5%

            3/1/99 - 8/31/99                       11.2%                  10.4%

*Annualized performance for periods greater than one year
</TABLE>

International  stockmarkets have recovered strongly from the lows of a year ago.
The  Far  Eastern  stockmarkets  have  led the  way,  boosted  by a  significant
improvement in economic and financial conditions. The European stockmarkets have
lagged as economic growth has continued to disappoint and the Euro has weakened.

Global  growth  prospects  remain  favorable  and while  inflation  has probably
troughed,  upward  pressure  should  remain  slight.  As such,  the  outlook for
international  stockmarkets remains positive.  Asia remains our favored area for
investment.  Markets have recovered strongly, but we expect them to make further
progress given the prospect of excellent earnings growth supported by a recovery
in both domestic and external demand and corporate restructuring. We are looking
to rebuild our exposure in Japan where we remain underweight. However, we do not
wish to  reduce  our  exposure  to Europe at the  current  time as an  improving
economic outlook in the months ahead should help boost  stockmarket  returns and
the Euro.

As of August 31, 1999, major weightings in the portfolio were as follows: Europe
68.1%, Japan 20.1%, and Asia 7.4%.






                             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 high quality,  actively  managed fixed
income securities.


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


                                                                             Lipper                    Lehman
                                                                       Short-Intermediate           Intermediate
           Total Aggregate                  Investment Quality             Investment                Government/
        Return for the Period                 Bond Portfolio            Grade Debt Funds              Corporate
        Ended August 31, 1999                    (Class B)                   Index1                  Bond Index2
- ---------------------------------------     --------------------       --------------------      --------------------

    1/4/99 (inception) - 8/31/99*                 (1.3)%                      0.0%                     (0.6)%

           1/4/99 - 8/31/99                       (1.3)%                      0.0%                     (0.6)%

           3/1/99 - 8/31/99                       (0.4)%                      0.6%                      0.3%

*Annualized performance for periods greater than one year
</TABLE>



In the annual period ended August 31, 1999, the Portfolio  distributed dividends
of $0.49 per share.

Investments are normally divided  approximately  evenly between U.S.  Government
and  Corporate  securities.  Due to the yield  advantage  available in Corporate
securities,  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.  Fox is  maintaining  a  conservative
investment  posture  with an  average  maturity  of 4.8  years,  and an  average
duration of 3.2 years in the Portfolio.

Other  portfolio  statistics  as of  August  31,  1999 are as  follows:  Average
yield-to-maturity  was 6.7%,  average  coupon was 6.6% and the  average  Moody's
Rating was A1 with 40 fixed income issues held.


                              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>


           Total Aggregate                    Municipal Bond             Lipper General                 Lehman
        Return for the Period                    Portfolio                 Municipal                  Municipal
        Ended August 31, 1999                    (Class B)             Debt Funds Index1             Bond Index2
- ---------------------------------------     --------------------      ---------------------       -------------------

    1/4/99 (inception) - 8/31/99*                 (4.0)%                     (2.5)%                     (1.3)%

           1/4/99 - 8/31/99                       (4.0)%                     (2.5)%                     (1.3)%

           3/1/99 - 8/31/99                       (4.5)%                     (3.0)%                     (2.1)%

*Annualized performance for periods greater than one year
</TABLE>

The continued  strength of the domestic  economy as well as the growing strength
of global  economies has forced the Federal  Reserve's hand to raise the Federal
Funds rate twice over the summer to preempt  inflation.  This has eliminated all
but one of the  easings  that were  instituted  last year to  enhance  worldwide
liquidity in the face of a global  economic  crisis.  Since the beginning of the
year,  the  flight to quality  has  abated,  and bond  prices  have  continually
weakened  as fears of the  Federal  Reserve  intervention  were  confirmed.  The
thirty-year treasury bond yield has risen nearly one percentage point to end the
month of August at a 6.06% yield.  We believe that at current  tax-exempt  yield
levels,  the after-tax  returns are historically very high and provide excellent
fixed  income  value.  Eventually,  institutional  buyers  should  return to the
tax-exempt  market as  after-tax  yields on  municipals  are too  compelling  to
ignore, and we can expect municipals to outperform at that time.

We continued to remain fully invested in municipals throughout the year in order
to provide a high level of tax-exempt income to shareholders. We have focused on
the  twenty-year  part of the yield  curve which  provides  optimal  value,  and
currently the Portfolio's average maturity is 18 years. During the past quarter,
we  have  purchased  municipals  with  higher  original  yields  that  are  less
vulnerable  to special  income tax  considerations  as the  market  weakens.  We
continue to find value in the general obligation, healthcare and housing sectors
of the  municipal  market,  and these  sectors  comprise 35%, 17% and 15% of the
Portfolio respectively.




                    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 issued by the United States Government,  its agencies and
instrumentalities and related repurchase agreements.

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



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

               8/31/99                               3.3%                          4.7%

           Total Aggregate                   U.S. Government Money              Lipper U.S.
        Return for the Period                  Market Portfolio               Treasury Money
        Ended August 31, 1999                      (Class B)                   Market Index1             90 Day T-Bills
- ---------------------------------------     ------------------------      ------------------------     --------------------

    1/4/99 (inception) - 8/31/99*                    1.9%                          2.8%                       3.0%
           1/4/99 - 8/31/99                          1.9%                          2.8%                       3.0%
           3/1/99 - 8/31/99                          1.4%                          2.1%                       2.2%

*Annualized performance for periods greater than one year
</TABLE>


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, 1999.  The average  dollar-weighted  portfolio  maturity was 51 days,
compared with a maximum allowable maturity of 90 days.

At the year  ending  August 31,  1999,  the  Federal  funds rate was 5.25%.  The
Federal Reserve raised short-term borrowing rates twice this year in response to
a persistently strong economy and potential inflation concerns.  Moving forward,
investors  appear  confident that the  pre-emptive  moves by the Federal Reserve
will  combine  with  technology-related   productivity  gains  to  keep  pricing
pressures low.

An investment in the U.S.  government  Money Market  Portfolio is not insured or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.  Although the U.S.  Government  Money Market Portfolio seeks to preserve
the value of your investment at $1.00 per share, it is possible to lose money by
investing in the Portfolio.

1. The Lipper U.S.  Treasury Money Market Funds 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.




                               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 primarily in a diversified  portfolio of common stocks that,
in the Advisor's opinion, are believed to be undervalued in the market and offer
above-average price appreciation potential.

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

                                                  Large
                                              Capitalization         Lipper Capital
            Total Aggregate                  Value Portfolio          Appreciation                                   S & P/Barra
         Return for the Period                  (Class C)                Funds                 S &P 500                 Value
         Ended August 31, 1999                                           Index1                 Index2                 Index3
- ----------------------------------------    -------------------    -------------------    -------------------    -------------------

     1/4/99 (inception) - 8/31/99*                 1.5%                  11.5%                   8.3%                   7.7%

           1/4/99 - 8/31/99                        1.5%                  11.5%                   8.3%                   7.7%

           3/1/99 - 8/31/99                        3.9%                  11.5%                   7.3%                   7.8%

*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. Some of the
stocks that  contributed to the positive  performance  for the year ended August
31,  1999  were:  Rockwell  International  Corporation;  WPP  Group  PLC;  Dover
Corporation; Citigroup, Inc. ; and Computer Associates.


The Portfolio owned the common stocks of 44 companies as of August 31, 1999. The
five largest holdings were: Computer Associates,  a designer of computer systems
software  products:;  Dover  Corporation,  a major manufacturer of elevators and
elevator  products;  XL  Capital,  a strongly  capitalized  specialty  insurance
company;  Textron  Inc., a major  manufacturer  of aircraft and utility  vehicle
products;  and  Wells  Fargo  &  Co.,  one  of the  largest  commercial  banking
institutions.





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


Objective:  Seeks capital  appreciation by investing  primarily 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, 1999                  (Class C)                Index1                  Index2                 Index3
- ---------------------------------------    -------------------    --------------------    -------------------    -------------------

    1/4/99 (inception) - 8/31/99*                 8.3%                   8.2%                    8.3%                   9.0%

           1/4/99 - 8/31/99                       8.3%                   8.2%                    8.3%                   9.0%

           3/1/99 - 8/31/99                       2.8%                   7.1%                    7.3%                   6.9%

*Annualized performance for periods greater than one year
</TABLE>

The Large  Capitalization  Growth Portfolio contains stocks 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.


The  financial  markets have been  somewhat  volatile as investors  try to reach
consensus  on the  direction  of  interest  rates and  inflation.  Despite  this
volatility,  Harris Bretall Sullivan & Smith , L.L.C. projects a continuation of
a strong U.S. large  capitalization  stock market.  We would not be surprised to
see the Dow Jones  Industrial  Average reach 20,000 in the first half of the new
decade. The three powerful macro economic trends that have fueled the U.S. stock
market - demographics,  the technology  revolution and globalization - are still
firmly in place. The combination of stocks that are in the Large  Capitalization
Growth Portfolio  Harris Bretall believes is an example of a portfolio  prepared
to lead the market's charge upward as we start a new millenium.






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

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

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


                                                  Small
           Total Aggregate                   Capitalization            Lipper Small
        Return for the Period                   Portfolio                Cap Funds                  Russell 2000
        Ended August 31, 1999                   (Class C)                 Index1                       Index2
- ---------------------------------------    --------------------    ----------------------      -----------------------

    1/4/99 (inception) - 8/31/99*                 7.8%                     7.0%                         2.4%

           1/4/99 - 8/31/99                       7.8%                     7.0%                         2.4%

           3/1/99 - 8/31/99                       17.3%                    14.4%                        9.9%

*Annualized performance for periods greater than one year
</TABLE>

Results for the fiscal year ended August 31, 1999  reflected  the rebound of the
U.S. stock market in general and especially of smaller  stocks.  We believe that
the return to smaller  stocks  (versus larger stocks) is just beginning and that
this could be the most profitable  investment  theme of the next few years.  Our
review of the  price/earnings  data for  representative  indices  supports  this
assessment.  Smaller stocks have recovered only about half of their year-earlier
valuations  and are still  sharply  underpriced  relative  to large cap  stocks.
Momentum  and investor  sentiment  appear to support the  continued  move toward
smaller stocks such as those in the Portfolio.


The Portfolio is always kept well diversified across various sectors and many of
them made a contribution to the strong results.  Energy stocks were  outstanding
performers over the last six months after a tough time last year.  Another major
theme this year is the "discovery of value" reflected in buyouts. Several of the
Portfolio's  stocks were targets of this "acceleration of discovery." As always,
we had more stocks fully researched and ready to replace those which were bought
out at premium prices.  There were some soft spots,  of course.  Rising interest
rates dampened the manufactured housing stocks, our relatively small position in
finance  (specialty  thrift)  was  held to flat  returns,  and  several  special
situation investments are still quite undervalued.

Overall, we believe that the upside potential in the Portfolio remains excellent
based on our current target prices for each  individual  stock. As more of these
stocks become better  recognized and approach  their targets,  we are constantly
working to research new prospects and are still  finding  plenty of  undervalued
opportunities.




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

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

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



            Total Aggregate                    International          Morgan Stanley
         Return for the Period               Equity Portfolio           EAFE Index
         Ended August 31, 1999                   (Class C)           (U.S. Dollars)1
 ---------------------------------------    --------------------    -------------------

     1/4/99 (inception) - 8/31/99*                 6.6%                    7.5%

            1/4/99 - 8/31/99                       6.6%                    7.5%

            3/1/99 - 8/31/99                       11.3%                  10.4%

*Annualized performance for periods greater than one year
</TABLE>



International  stockmarkets have recovered strongly from the lows of a year ago.
The  Far  Eastern  stockmarkets  have  led the  way,  boosted  by a  significant
improvement in economic and financial conditions. The European stockmarkets have
lagged as economic growth has continued to disappoint and the Euro has weakened.

Global  growth  prospects  remain  favorable  and while  inflation  has probably
troughed,  upward  pressure  should  remain  slight.  As such,  the  outlook for
international  stockmarkets remains positive.  Asia remains our favored area for
investment.  Markets have recovered strongly, but we expect them to make further
progress given the prospect of excellent earnings growth supported by a recovery
in both domestic and external demand and corporate restructuring. We are looking
to rebuild our exposure in Japan where we remain underweight. However, we do not
wish to  reduce  our  exposure  to Europe at the  current  time as an  improving
economic outlook in the months ahead should help boost  stockmarket  returns and
the Euro.


As of August 31, 1999, major weightings in the portfolio were as follows: Europe
68.1%, Japan 20.1%, and Asia 7.4%.





                 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 high quality,  actively  managed fixed
income securities.


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


                                                                             Lipper                    Lehman
                                                                       Short-Intermediate           Intermediate
           Total Aggregate                  Investment Quality             Investment                Government/
        Return for the Period                 Bond Portfolio            Grade Debt Funds              Corporate
        Ended August 31, 1999                    (Class C)                   Index1                  Bond Index2
- ---------------------------------------     --------------------       --------------------      --------------------

    1/4/99 (inception) - 8/31/99*                 (1.2)%                      0.0%                     (0.6)%

           1/4/99 - 8/31/99                       (1.2)%                      0.0%                     (0.6)%

           3/1/99 - 8/31/99                       (0.2)%                      0.6%                      0.3%

*Annualized performance for periods greater than one year
</TABLE>

In the annual period ended August 31, 1999, the Portfolio  distributed dividends
of $0.49 per share.

Investments are normally divided  approximately  evenly between U.S.  Government
and  Corporate  securities.  Due to the yield  advantage  available in Corporate
securities,  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.  Fox is  maintaining  a  conservative
investment  posture  with an  average  maturity  of 4.8  years,  and an  average
duration of 3.2 years in the Portfolio.

Other  portfolio  statistics  as of  August  31,  1999 are as  follows:  Average
yield-to-maturity  was 6.7%,  average  coupon was 6.6% and the  average  Moody's
Rating was A1 with 40 fixed income issues held.




                                  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>


           Total Aggregate                    Municipal Bond             Lipper General                 Lehman
        Return for the Period                    Portfolio                 Municipal                  Municipal
        Ended August 31, 1999                    (Class C)             Debt Funds Index1             Bond Index2
- ---------------------------------------     --------------------      ---------------------       -------------------

    1/4/99 (inception) - 8/31/99*                 (4.1)%                     (2.5)%                     (1.3)%

           1/4/99 - 8/31/99                       (4.1)%                     (2.5)%                     (1.3)%

           3/1/99 - 8/31/99                       (4.6)%                     (3.0)%                     (2.1)%

*Annualized performance for periods greater than one year
</TABLE>

The continued  strength of the domestic  economy as well as the growing strength
of global  economies has forced the Federal  Reserve's hand to raise the Federal
Funds rate twice over the summer to preempt  inflation.  This has eliminated all
but one of the  easings  that were  instituted  last year to  enhance  worldwide
liquidity in the face of a global  economic  crisis.  Since the beginning of the
year,  the  flight to quality  has  abated,  and bond  prices  have  continually
weakened  as fears of the  Federal  Reserve  intervention  were  confirmed.  The
thirty-year treasury bond yield has risen nearly one percentage point to end the
month of August at a 6.06% yield.  We believe that at current  tax-exempt  yield
levels,  the after-tax  returns are historically very high and provide excellent
fixed  income  value.  Eventually,  institutional  buyers  should  return to the
tax-exempt  market as  after-tax  yields on  municipals  are too  compelling  to
ignore, and we can expect municipals to outperform at that time.


We continued to remain fully invested in municipals throughout the year in order
to provide a high level of tax-exempt income to shareholders. We have focused on
the  twenty-year  part of the yield  curve which  provides  optimal  value,  and
currently the Portfolio's average maturity is 18 years. During the past quarter,
we  have  purchased  municipals  with  higher  original  yields  that  are  less
vulnerable  to special  income tax  considerations  as the  market  weakens.  We
continue to find value in the general obligation, healthcare and housing sectors
of the  municipal  market,  and these  sectors  comprise 35%, 17% and 15% of the
Portfolio respectively.





                              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 issued by the United States Government,  its agencies and
instrumentalities and related repurchase agreements.

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



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

               8/31/99                               3.3%                          4.7%

           Total Aggregate                   U.S. Government Money              Lipper U.S.
        Return for the Period                  Market Portfolio               Treasury Money
        Ended August 31, 1999                      (Class C)                   Market Index1             90 Day T-Bills
- ---------------------------------------     ------------------------      ------------------------     --------------------

    1/4/99 (inception) - 8/31/99*                    2.0%                          2.8%                       3.0%
           1/4/99 - 8/31/99                          2.0%                          2.8%                       3.0%
           3/1/99 - 8/31/99                          1.4%                          2.1%                       2.2%

*Annualized performance for periods greater than one year
</TABLE>



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, 1999.  The average  dollar-weighted  portfolio  maturity was 51 days,
compared with a maximum allowable maturity of 90 days.


At the year  ending  August 31,  1999,  the  Federal  funds rate was 5.25%.  The
Federal Reserve raised short-term borrowing rates twice this year in response to
a persistently strong economy and potential inflation concerns.  Moving forward,
investors  appear  confident that the  pre-emptive  moves by the Federal Reserve
will  combine  with  technology-related   productivity  gains  to  keep  pricing
pressures low.

An investment in the U.S.  government  Money Market  Portfolio is not insured or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.  Although the U.S.  Government  Money Market Portfolio seeks to preserve
the value of your investment at $1.00 per share, it is possible to lose money by
investing in the Portfolio.

1. The Lipper U.S.  Treasury Money Market Funds 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.

August 31, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LARGE CAPITALIZATION VALUE PORTFOLIO

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

       Principal
         Amount                                                                                                Value
     ---------------                                                                                      ----------------
     ---------------                                                                                      ----------------
                      SHORT-TERM GOVERNMENT NOTES - 13.30%

                      Federal Home Loan Bank - 6.41%
        $ 5,115,000   5.40% due 9/1/99                                                                       $  5,115,000
                                                                                                          ----------------
                                                                                                          ----------------

                      Federal National Mortgage Association - 6.89%
          3,500,000   5.05% due 9/8/99                                                                          3,496,563
          2,000,000   5.00% due 9/10/99                                                                         1,997,500
                                                                                                          ----------------
                                                                                                          ----------------

                                                                                                                5,494,063
                                                                                                          ----------------
                                                                                                          ----------------

                      Total Short-Term Government Notes (Cost-$10,609,063)                                   $ 10,609,063
                                                                                                          ----------------
                                                                                                          ----------------


         Shares
     ---------------
     ---------------
                      COMMON STOCKS - 85.38%

                      Advertising - 2.83%
             24,000   WPP Group PLC Sponsored ADR                                                            $  2,254,500
                                                                                                          ----------------
                                                                                                          ----------------

                      Aerospace - 3.73%
             15,000   Raytheon Company Class B                                                                  1,021,875
             31,000   General Dynamics Corporation                                                              1,953,000
                                                                                                          ----------------
                                                                                                          ----------------

                                                                                                                2,974,875
                                                                                                          ----------------
                                                                                                          ----------------
                      Airlines - 2.20%
             30,000   AMR, Corp.*                                                                               1,758,750
                                                                                                          ----------------
                                                                                                          ----------------

                      Banking - 8.19%
             38,000   BankBoston Corporation                                                                    1,764,625
             49,500   Citigroup, Inc.                                                                           2,199,656
             64,660   Wells Fargo Company                                                                       2,574,276
                                                                                                          ----------------
                                                                                                          ----------------

                                                                                                                6,538,557
                                                                                                          ----------------
                                                                                                          ----------------

                      Beverages - 1.56%
             30,000   Diageo PLC Sponsored ADR                                                                  1,243,125
                                                                                                          ----------------
                                                                                                          ----------------

                      Chemicals - 3.97%
             34,400   E.I. du Pont de Nemours and Company                                                       2,180,100
             24,000   Monsanto Company                                                                            985,500
                                                                                                          ----------------
                                                                                                          ----------------

                                                                                                                3,165,600
                                                                                                          ----------------
                                                                                                          ----------------

                      Computer Hardware - 1.48%
             51,000   Compaq Computer Corporation                                                               1,182,563
                                                                                                         ----------------
                                                                                                          ----------------

                      Computer Software - 5.49%
             60,000   Cadence Design System, Inc.*                                                                817,500
             63,000   Computer Associates International, Inc.                                                   3,559,500
                                                                                                          ----------------

                                                                                                                4,377,000
                                                                                                          ----------------


                                                    18
         Shares                                                                                                Value
     ---------------                                                                                      ----------------
                      Electronics - 4.70%
             23,000   Motorola, Inc.                                                                         $  2,121,750
             27,500   Rockwell International Corporation                                                        1,625,938
                                                                                                          ----------------
                                                                                                          ----------------

                                                                                                                3,747,688
                                                                                                          ----------------
                                                                                                          ----------------

                      Financial Servcies - 5.52%
             42,200   Countrywide Credit Industries, Inc.                                                       1,355,675
             31,400   Freddie Mac                                                                               1,617,100
             38,000   Household International Inc.                                                              1,434,500
                                                                                                          ----------------
                                                                                                          ----------------

                                                                                                                4,407,275
                                                                                                          ----------------
                                                                                                          ----------------

                      Food Products - 2.11%
             36,000   H.J. Heinz Company                                                                        1,680,750
                                                                                                          ----------------
                                                                                                          ----------------

                      Insurance - 12.18%
             32,100   Ace, Ltd.                                                                                   688,144
             34,900   AFLAC, Inc..                                                                              1,568,319
              6,046   American International Group, Inc.                                                          560,389
             45,576   Conseco, Inc.                                                                             1,093,824
             53,000   Everest Reinsurance Holdings, Inc.                                                        1,470,750
             41,000   PartnerRe Ltd.                                                                            1,506,750
             56,282   XL Capital Ltd Class A                                                                    2,831,687
                                                                                                          ----------------
                                                                                                          ----------------

                                                                                                                9,719,863
                                                                                                          ----------------
                                                                                                          ----------------

                      Leisure - 1.23%
             22,000   Carnival Corporation                                                                        983,125
                                                                                                          ----------------
                                                                                                          ----------------

                      Machinery - 5.39%
             22,600   Caterpillar, Inc.                                                                         1,279,725
             78,000   Dover Corporation                                                                         3,017,625
                                                                                                          ----------------
                                                                                                          ----------------

                                                                                                                4,297,350
                                                                                                          ----------------
                                                                                                          ----------------

                      Manufacturing - 3.54%
             35,000   Textron, Inc.                                                                             2,826,250
                                                                                                          ----------------
                                                                                                          ----------------

                      Medical Products - 1.25%
             35,360   Becton, Dickinson and Company                                                               994,500
                                                                                                          ----------------
                                                                                                          ----------------

                      Metals/Mining - 3.08%
             26,000   Minnesota Mining & Manufacturing Company                                                  2,457,000
                                                                                                          ----------------
                                                                                                          ----------------

                      Multimedia - 2.15%
             27,000   News Corporation Limited Sponsored ADR                                                      713,813
             36,000   The Walt Disney Company                                                                     999,000
                                                                                                          ----------------
                                                                                                          ----------------

                                                                                                                1,712,813
                                                                                                          ----------------
                                                                                                          ----------------

                      Office Supplies - 1.79%
             26,000   Avery Denison Corporation                                                                 1,426,750
                                                                                                          ----------------
                                                                                                          ----------------



                                                   19
         Shares                                                                                                Value
     ---------------                                                                                      ----------------
                      Printing - 1.61%
             41,000   R.R. Donnelley & Sons Company                                                          $  1,286,375
                                                                                                          ----------------
                                                                                                          ----------------

                      Radio - 1.85%
             30,000   AMFM Inc.*                                                                                1,477,500
                                                                                                          ----------------
                                                                                                          ----------------

                      Retail -  4.34%
             50,475   May Department Stores Company                                                             1,971,680
             36,000   McDonalds Corporation                                                                     1,489,500
                                                                                                          ----------------
                                                                                                          ----------------
                                                                                                                3,461,180
                                                                                                          ----------------
                                                                                                          ----------------

                      Telecommunications - 0.89%
             16,000   Sprint Corporation                                                                          710,000
                                                                                                          ----------------
                                                                                                          ----------------

                      Toys - 1.47%
             55,000   Mattel, Inc.                                                                              1,172,187
                                                                                                          ----------------
                                                                                                          ----------------

                      Transportation - 1.69%
             29,000   Canadian Pacific Limited                                                                    679,688
             12,000   Sabre Group Holdings, Inc.*                                                                 672,000
                                                                                                          ----------------
                                                                                                          ----------------
                                                                                                                1,351,688
                                                                                                          ----------------
                                                                                                          ----------------

                      Waste Disposal - 1.16%
             42,500   Waste Management, Inc.                                                                      927,030
                                                                                                          ----------------
                                                                                                          ----------------


     Total Common Stocks (Cost-$60,402,123)                                                                  $ 68,134,294
                                                                                                          ----------------
                                                                                                          ----------------

     Total Investments (Cost-$71,011,186)                                                        98.68%      $ 78,743,357
                                                                                           -------------  ----------------
                                                                                                          ----------------

     Other Assets in Excess of Other Liabilities                                                  1.32%
                                                                                                                1,050,205
                                                                                           -------------  ----------------

     Total Net Assets                                                                           100.00%      $ 79,793,562
                                                                                           =============  ================
</TABLE>


     * Non-income producing security.

     See accompanying notes to financial statements.



August 31, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LARGE CAPITALIZATION GROWTH PORTFOLIO

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




       Principal
        Amount                                                                                                Value
     --------------                                                                                      -----------------
     --------------                                                                                      -----------------
                      SHORT-TERM CORPORATE NOTES - 0.85%

                      Financial Services -
       $ 1,000,000    General Electric Capital Corporation Commercial Paper, 5.31% due 9/7/99                $  1,000,000

                      Total Short-Term Corporate Notes (Cost-$1,000,000)                                     $  1,000,000
                                                                                                         -----------------
                                                                                                         -----------------

        Shares
     --------------
     --------------
                      COMMON STOCKS - 97.88%

                      Advertising - 2.15%
            64,000    Interpublic Group of Companies, Inc.                                                   $  2,536,000
                                                                                                         -----------------
                                                                                                         -----------------

                      Airlines - 0.89%
            18,000    AMR, Corp.*                                                                               1,055,250
                                                                                                         -----------------
                                                                                                         -----------------

                      Banking - 6.20%
            33,000    Bank of America Corporation                                                               1,996,500
            61,500    Citigroup, Inc.                                                                           2,732,906
            65,000    Wells Fargo Company                                                                       2,587,813
                                                                                                         -----------------
                                                                                                         -----------------
                                                                                                                7,317,219
                                                                                                         -----------------
                                                                                                         -----------------

                      Beverages - 1.01%
            20,000    Coca-Cola Company                                                                         1,196,250
                                                                                                         -----------------
                                                                                                         -----------------

                      Computer Hardware - 12.36%
            50,000    Cisco Systems, Inc.*                                                                      3,390,625
            55,000    Dell Computer Corporation*                                                                2,684,688
            54,000    EMC Corporation*                                                                          3,240,000
            20,000    IBM Corp                                                                                  2,491,250
            35,000    Sun Microsystems, Inc.*                                                                   2,782,500
                                                                                                         -----------------
                                                                                                         -----------------
                                                                                                               14,589,063
                                                                                                         -----------------
                                                                                                         -----------------

                      Computer Software - 3.61%
            46,000    Microsoft Corporation*                                                                    4,257,874
                                                                                                         -----------------
                                                                                                         -----------------

                      Cosmetics/Toiletries - 4.71%
            50,000    Colgate-Palmolive Company                                                                 2,675,000
            29,000    Procter & Gamble Company                                                                  2,878,250
                                                                                                         -----------------
                                                                                                         -----------------
                                                                                                                5,553,250
                                                                                                         -----------------
                                                                                                         -----------------

                      Distribution - 1.58%
            25,000    Costco Wholesale Corporation*                                                             1,868,750
                                                                                                         -----------------
                                                                                                         -----------------

                      Electronics - 5.22%
            37,000    Applied Materials, Inc*                                                                   2,629,313
            43,000    Intel Corporation                                                                         3,534,062
                                                                                                         -----------------
                                                                                                         -----------------
                                                                                                                6,163,375
                                                                                                         -----------------
                                                                                                         -----------------





                                                    21
        Shares                                                                                                Value
     --------------                                                                                      -----------------
                      Financial Services - 6.36%
            70,000    Charles Schwab Corporation                                                             $  2,765,000
            28,000    Morgan Stanley Dean Witter & Company                                                      2,402,750
            39,000    The Goldman Sachs Group, Inc.                                                             2,332,688
                                                                                                         -----------------
                                                                                                         -----------------
                                                                                                                7,500,438
                                                                                                         -----------------
                                                                                                         -----------------

                      Insurance - 2.26%
            28,750    American International Group, Inc.                                                        2,664,765
                                                                                                         -----------------
                                                                                                         -----------------

                      Internet - 4.20%
            30,000    America Online, Inc.*                                                                     2,739,375
            15,000    Yahoo!, Inc.*                                                                             2,212,500
                                                                                                         -----------------
                                                                                                         -----------------
                                                                                                                4,951,875
                                                                                                         -----------------
                                                                                                         -----------------
                      Leisure - 1.89%
            50,000    Carnival Corporation                                                                      2,234,375
                                                                                                         -----------------
                                                                                                         -----------------

                      Manufacturing - 8.51%
            34,000    General Electric Company                                                                  3,818,625
            37,000    Illinois Tool Works, Inc.                                                                 2,883,687
            33,000    Tyco International                                                                        3,343,313
                                                                                                         -----------------
                                                                                                         -----------------
                                                                                                               10,045,625
                                                                                                         -----------------
                                                                                                         -----------------

                      Medical Instruments - 2.25%
            34,000    Medtronic, Inc.                                                                           2,660,500
                                                                                                         -----------------
                                                                                                         -----------------

                      Multimedia - 2.09%
            41,600    Time Warner, Inc.                                                                         2,467,400
                                                                                                         -----------------
                                                                                                         -----------------

                      Pharmaceuticals - 14.50%
            50,000    Abbott Laboratories                                                                       2,168,750
            37,000    Bristol-Myers Squibb Company                                                              2,603,875
            13,000    Genentech, Inc.*                                                                          2,135,250
            31,000    Johnson & Johnson                                                                         3,169,750
            65,000    Pfizer, Inc.                                                                              2,453,750
            48,000    Schering-Plough Corporation                                                               2,523,000
            31,000    Warner-Lambert Company                                                                    2,053,750
                                                                                                         -----------------
                                                                                                         -----------------
                                                                                                               17,108,125
                                                                                                         -----------------
                                                                                                         -----------------

                      Retail - 11.89%
            90,000    Kroger Company*                                                                           2,081,250
            47,000    Safeway, Inc.*                                                                            2,188,438
            45,000    Dayton Hudson Corporation                                                                 2,610,000
            46,000    Home Depot, Inc.                                                                          2,811,750
            56,000    Wal-Mart Stores, Inc.                                                                     2,481,500
            80,000    Walgreen Company                                                                          1,855,000
                                                                                                         -----------------
                                                                                                         -----------------
                                                                                                               14,027,938
                                                                                                         -----------------
                                                                                                         -----------------

                      Telecommunications - 6.19%
            46,000    Lucent Technologies, Inc.                                                                 2,946,875
            29,000    MCI WorldCom, Inc.*                                                                       2,196,750
            45,000    SBS Communications Inc.                                                                   2,160,000
                                                                                                         -----------------
                                                                                                                7,303,625
                                                                                                         -----------------


                                                   22
                                                                                                              Value
                                                                                                         -----------------
     Total Common Stocks (Cost-$75,494,808)                                                                 $ 115,501,697
                                                                                                         -----------------
                                                                                                         -----------------

     Total Investments (Cost-$76,494,808)                                                      98.73%       $ 116,501,697
                                                                                             ---------   -----------------
                                                                                                         -----------------

     Other Assets in Excess of Other Liabilities                                                1.27%           1,496,439
                                                                                             ---------   -----------------

     Total Net Assets                                                                         100.00%       $ 117,998,136
                                                                                             =========   =================
</TABLE>


     * Non-income producing security.

     See accompanying notes to financial statements.



August 31, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SMALL CAPITALIZATION PORTFOLIO

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

         Shares                                                                                               Value
     ---------------                                                                                     -----------------
     ---------------                                                                                     -----------------
                       COMMON STOCKS - 97.79%

                       Banking - 2.29%
             38,000    Commercial Federation Corporation                                                      $   883,500
                                                                                                         -----------------
                                                                                                         -----------------

                       Beverages - 4.51%
             30,000    Canandaigua Brands, Inc.*                                                                1,736,250
                                                                                                         -----------------
                                                                                                         -----------------

                       Building & Construction - 3.54%
            140,000    American Homestar Corp*                                                                    665,000
             25,000    Champion Enterprises, Inc.*                                                                212,500
             80,000    Oakwood Homes Corporation                                                                  485,000
                                                                                                         -----------------
                                                                                                         -----------------
                                                                                                                1,362,500
                                                                                                         -----------------
                                                                                                         -----------------

                       Computer Hardware - 7.87%
            172,000    Sequent Computer Systems*                                                                3,031,500
                                                                                                         -----------------
                                                                                                         -----------------

                       Data Processing - 3.66%
             70,000    Sterling Software, Inc.*                                                                 1,408,750
                                                                                                         -----------------
                                                                                                         -----------------

                       Electronics - 24.74%
             55,000    Etec Systems, Inc.*                                                                      2,420,000
             36,500    Harman International Industries, Inc                                                     1,551,250
            125,000    Silicon Valley Group, Inc.*                                                              1,484,375
             82,000    Varian Semiconductor Equipment Associates, Inc.*                                         1,865,500
            103,250    Vishay Intertechnology, Inc.*                                                            2,213,422
                                                                                                         -----------------
                                                                                                         -----------------
                                                                                                                9,534,547
                                                                                                         -----------------
                                                                                                         -----------------

                       Food-Wholesale/Distribution - 4.13%
             87,000    Richfood Holdings, Inc.                                                                  1,593,187
                                                                                                         -----------------
                                                                                                         -----------------

                       Funeral Services - 1.05%
             75,000    Stewart Enterprises, Inc.                                                                  405,469
                                                                                                         -----------------
                                                                                                         -----------------

                       Garden Products - 4.39%
             46,000    Toro Company                                                                             1,690,500
                                                                                                         -----------------
                                                                                                         -----------------

                       Machinery - 3.06%
             71,321    Albany International, Corp                                                               1,181,254
                                                                                                         -----------------
                                                                                                         -----------------

                       Manufacturing - 3.29%
             15,000    Harsco Corporation                                                                         415,313
              5,000    Precision Castparts Corporation                                                            177,500
             20,000    Snap-on Incorporated                                                                       676,250
                                                                                                         -----------------
                                                                                                         -----------------
                                                                                                                1,269,063
                                                                                                         -----------------
                                                                                                         -----------------

                       Medical-Products - 2.75%
             49,000    Varian Medical Systems, Inc.                                                             1,059,625
                                                                                                         -----------------


                                                    24
         Shares                                                                                               Value
     ---------------                                                                                     -----------------
                       Musical Instruments - 2.14%
             39,500    Steinway Musical Instruments, Inc.*                                                     $  824,562
                                                                                                         -----------------
                                                                                                         -----------------

                       Oil/Gas - 16.43%
            151,666    EEX Corporation*                                                                           720,414
            100,000    Oceaneering International, Inc.*                                                         2,006,250
             15,000    Helmerich & Payne, Inc.                                                                    413,437
             98,000    Marine Drilling Companies, Inc.*                                                         1,555,750
            110,000    Pride International, Inc.*                                                               1,636,250
                                                                                                         -----------------
                                                                                                         -----------------
                                                                                                                6,332,101
                                                                                                         -----------------
                                                                                                         -----------------

                       Publishing - 0.62%
              5,000    Houghton Mifflin Company                                                                   238,750
                                                                                                         -----------------
                                                                                                         -----------------

                       Restaurants - 5.19%
             67,500    Foodmaker, Inc.*                                                                         1,556,718
             55,000    CKE Restaurants, Inc.                                                                      443,438
                                                                                                         -----------------
                                                                                                         -----------------
                                                                                                                2,000,156
                                                                                                         -----------------
                                                                                                         -----------------

                       Retail - 1.82%
             24,500    ShopKo Stores, Inc.*                                                                       701,313
                                                                                                         -----------------
                                                                                                         -----------------

                       Scientific Instruments - 3.00%
             10,000    EG&G, Inc.                                                                                 318,125
             18,000    Teleflex Incorporated                                                                      837,000
                                                                                                         -----------------
                                                                                                         -----------------
                                                                                                                1,155,125
                                                                                                         -----------------
                                                                                                         -----------------
                       Steel - 3.30%
            116,100    Oregon Steel Mills, Inc.                                                                 1,269,844
                                                                                                         -----------------
                                                                                                         -----------------

                       Total Common Stocks (Cost-$39,890,358)                                               $  37,677,996
                                                                                                         -----------------
                                                                                                         -----------------

       Principal
         Amount
     ---------------
                       Repurchase Agreement - 5.70%
                       Repurchase Agreement dated  8/31/99 maturing 9/1/99 with State
                       Street Bank & Trust Company, collateralized by $2,230,000 U.S.
                       Treasury Notes, 5.875% due 2/15/00; proceeds $2,230,000
        $ 2,194,000    (Cost-$2,194,000)                                                                     $  2,194,000
                                                                                                         -----------------
                                                                                                         -----------------

     Total Investments (Cost-$42,084,358)                                                    103.48%        $  39,871,996
                                                                                          -----------    -----------------
                                                                                                         -----------------

     Other Liabilities in Excess of Other Assets                                             (3.48%)          (1,339,782)
                                                                                          -----------    -----------------
                                                                                                         -----------------

     Total Net Assets                                                                       100.00%        $  38,532,214

                                                                                         ===========    =================
                                                                                          ===========    =================
</TABLE>
     * Non-income producing security.

     See accompanying notes to financial statements.


August 31, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY PORTFOLIO

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


         Shares                                                                                                Value
      -------------                                                                                       ----------------
      -------------                                                                                       ----------------
                     COMMON STOCKS - 95.04%

                     DENMARK - 2.33%
                     Telecommunications
            24,200   Tele Danmark A/S Sponsored ADR                                                             $ 680,625
                                                                                                          ----------------
                                                                                                          ----------------

                     FINLAND - 3.16%
                     Telecommunications
            11,100   Nokia Oyj Sponsored ADR                                                                      925,463
                                                                                                          ----------------
                                                                                                          ----------------

                     FRANCE - 13.24%
                     Banking - 2.28%
            17,000   Societe Generale Sponsored ADR                                                               665,441
                                                                                                          ----------------
                                                                                                          ----------------

                     Food Products -2.21%
            13,000   Groupe Danone Sponsored ADR                                                                  645,125
                                                                                                          ----------------
                                                                                                          ----------------

                     Oil/Gas -2.47%
             8,200   Elf Aquitaine SA Sponsored ADR                                                               722,113
                                                                                                          ----------------
                                                                                                          ----------------

                     Pharmaceuticals - 2.01%
            12,100   Rhoune-Poulenc SA Sponsored ADR                                                              587,606
                                                                                                          ----------------
                                                                                                          ----------------

                     Telecommunications - 4.27%
            24,500   Alcatel SA Sponsored ADR                                                                     757,969
             6,300   France Telecom S.A. Sponsored ADR                                                            494,550
                                                                                                          ----------------
                                                                                                          ----------------
                                                                                                                1,252,519
                                                                                                          ----------------
                                                                                                          ----------------

                     GERMANY - 5.66%
                     Banking - 2.92%
            12,800   Deutsche Bank AG Sponsored ADR                                                               853,025
                                                                                                          ----------------
                                                                                                          ----------------

                     Machinery - 2.74%
             5,300   Mannesmann AG Sponsored ADR                                                                  801,071
                                                                                                          ----------------
                                                                                                          ----------------

                     HONG KONG - 3.54%
                     Closed End Funds
            87,900   WEBS-Hong Kong, WEBS-World Equity Benchmark Shares                                         1,038,319
                                                                                                          ----------------
                                                                                                          ----------------

                     IRELAND - 1.69%
                     Pharmaceuticals
            15,400   Elan Corporation PLC Sponsored ADR*                                                          493,763
                                                                                                          ----------------
                                                                                                          ----------------

                     ITALY - 4.83%
                     Oil/Gas -2.61%
            12,600   ENI Sponsored ADR                                                                            762,300
                                                                                                          ----------------
                                                                                                          ----------------

                     Telecommunications - 2.22%
             6,425   Telecom Italia SpA Sponsored ADR                                                             648,925
                                                                                                          ----------------
                                                                                                          ----------------




                                                   26
         Shares                                                                                                Value
      -------------                                                                                       ----------------
                     JAPAN - 19.90%
                     Banking - 1.67%
            31,331   Bank of Tokyo-Mitsubishi, Ltd. ADR                                                        $  489,547
                                                                                                          ----------------
                                                                                                          ----------------

                     Computer Hardware - 2.85%
             7,000   TDK Corporation Sponsored ADR                                                                833,000
                                                                                                          ----------------
                                                                                                          ----------------

                     Cosmetics/Toiletries - 2.82%
             2,909   Kao Corporation Unsponsored ADR                                                              825,142
                                                                                                          ----------------
                                                                                                          ----------------

                     Manufacturing - 2.44%
             2,520   Bridgestone Corporation Unsponsored ADR                                                      712,503
                                                                                                          ----------------
                                                                                                          ----------------

                     Office Equipment - 2.69%
            26,320   Canon, Inc. Sponsored ADR                                                                    786,310
                                                                                                          ----------------
                                                                                                          ----------------

                     Printing - 1.97%
             9,031   Toppan Printing Co., Ltd. Unsponsored ADR                                                    576,579
                                                                                                          ----------------
                                                                                                          ----------------

                     Retail - 3.20%
            12,878   Seven-Eleven Japan Co., Ltd. Unsponsored ADR                                                 936,120
                                                                                                          ----------------
                                                                                                          ----------------

                     Telecommunications - 2.26%
            11,700   Nippon Telegraph & Telephone Corporation Sponsored ADR                                       661,050
                                                                                                          ----------------
                                                                                                          ----------------

                     NETHERLANDS - 9.53%
                     Banking - 2.43%
            13,000   ING Groep N.V. Sponsored ADR                                                                 713,375
                                                                                                          ----------------
                                                                                                          ----------------

                     Electronics - 2.30%
             6,532   Koninklijke (Royal) Philips Electronics N.V.                                                 671,571
                                                                                                          ----------------
                                                                                                          ----------------

                     Food-Retail - 2.37%
            19,380   Koninklijke Ahold NV Sponsored ADR                                                           692,835
                                                                                                          ----------------
                                                                                                          ----------------

                     Multimedia - 2.43%
            18,500   VNU NV Sponsored ADR                                                                         709,307
                                                                                                          ----------------
                                                                                                          ----------------

                     PORTUGAL - 1.78%
                     Telecommunications
            12,500   Portugal Telecom SA Sponsored ADR                                                            519,531
                                                                                                          ----------------
                                                                                                          ----------------

                     SOUTH KOREA - 3.80%
                     Power/Utility - 1.54%
            25,000   Korea Electric Power Corporation Sponsored ADR                                               450,000
                                                                                                          ----------------
                                                                                                          ----------------

                     Steel - 2.26%
            18,000   Pohang Iron & Steel Company Ltd Sponsored ADR                                                661,500
                                                                                                          ----------------
                                                                                                          ----------------

                     SPAIN - 2.52%
                     Telecommunications
            15,300   Telefonica S.A. Sponsored ADR*                                                               737,269
                                                                                                          ================


                                                   27
         Shares                                                                                                Value
      -------------                                                                                       ----------------
                     SWITZERLAND - 2.83%
                     Food Products
             8,400   Nestle SA Sponsored ADR                                                                   $  828,882
                                                                                                          ----------------
                                                                                                          ----------------

                     UNITED KINGDOM - 20.04%
                     Airport Management - 1.26%
            35,100   BAA PLC Sponsored ADR                                                                        368,841
                                                                                                          ----------------
                                                                                                          ----------------

                     Banking - 1.90%
             4,525   National Westminster Bank PLC Sponsored ADR                                                  556,575
                                                                                                          ----------------
                                                                                                          ----------------

                     Insurance - 3.04%
             8,625   Allied Zurich AG PLC Sponsored ADR                                                           214,276
             9,000   Prudential Corporation PLC Sponsored ADR                                                     674,034
                                                                                                          ----------------
                                                                                                          ----------------
                                                                                                                  888,310
                                                                                                          ----------------
                                                                                                          ----------------

                     Manufacturing - 1.92%
            55,600   General Electric Company PLC Unsponsored ADR                                                 560,570
                                                                                                          ----------------
                                                                                                          ----------------

                     Oil/Gas - 2.27%
            13,800   Shell Transport & Trading Company Sponsored ADR                                              664,988
                                                                                                          ----------------
                                                                                                          ----------------

                     Pharmaceuticals - 2.28%
            12,600   Glaxo Wellcome PLC Sponsored ADR                                                             667,013
                                                                                                          ----------------
                                                                                                          ----------------

                     Retail - 1.63%
            19,000   Boots Company PLC Sponsored ADR                                                              476,305
                                                                                                          ----------------
                                                                                                          ----------------

                     Telecommunications - 4.37%
             2,600   Vodafone Airtouch PLC Sponsored ADR                                                          521,463
             4,912   British Telecommunications PLC Sponsored ADR                                                 757,062
                                                                                                          ----------------
                                                                                                          ----------------
                                                                                                                1,278,525
                                                                                                          ----------------
                                                                                                          ----------------

                     Tobacco - 1.37%
            23,227   British American Tobacco PLC Sponsored ADR                                                   400,659
                                                                                                          ----------------
                                                                                                          ----------------




      Total Investments (Cost-$23,792,994)                                                   95.04%          $ 27,742,602
                                                                                      --------------      ----------------
                                                                                                          ----------------

      Other Assets in Excess of Other Liabilities                                             4.96%             1,447,193
                                                                                      --------------      ----------------

      Total Net Assets                                                                      100.00%          $ 29,189,795
                                                                                      ==============      ================

</TABLE>
      ADR - American Depositary Receipt

      *  Non-income producing security.

      See accompanying notes to financial statements.

August 31, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INVESTMENT QUALITY BOND PORTFOLIO


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


         Principal
          Amount                                                                                                Value
      ----------------                                                                                      --------------
                          U.S. GOVERNMENT NOTES - 38.93%

                          U.S. Treasury Notes - 17.18%
          $ 3,000,000     6.50% due 8/15/05                                                                   $ 3,055,320
            4,248,491     3.375% due 1/15/07                                                                    4,062,619
                                                                                                            --------------
                                                                                                                7,117,939
                                                                                                            --------------

                          Federal Home Loan Bank - 6.21%
            2,700,000     5.125% due 9/15/03                                                                    2,571,318
                                                                                                            --------------

                          Federal Home Loan Mortgage Corp - 2.61%
              410,804     6.50% due 4/15/20                                                                       410,804
              667,634     6.85% due 10/15/21                                                                      668,883
                                                                                                            --------------
                                                                                                                1,079,687
                                                                                                            --------------

                          Federal National Mortgage Association - 12.72%
            5,300,000     6.00% due 5/15/08                                                                     4,997,741
              268,934     7.00% due 12/25/18                                                                      268,682
                                                                                                            --------------
                                                                                                                5,266,423
                                                                                                            --------------

                          Government National Mortgage Association - 0.21%
               88,204     GNMA Backed Trust, Ser. 2, Class B, 8.50% due 4/1/18                                     88,755
                                                                                                            --------------


                          Total U.S. Government Notes (Cost-$16,595,193)                                      $16,124,122
                                                                                                            --------------


                          CORPORATE NOTES & BONDS - 57.91%

                          Aerospace - 3.51%
            1,500,000     Raytheon Company, 6.50% due 7/15/05                                                 $ 1,451,970
                                                                                                            --------------

                          Automotive - 3.41%
            1,500,000     TRW, Inc., 6.05% due 1/15/05                                                          1,412,055
                                                                                                            --------------

                          Banking - 1.44%
              600,000     Nationsbank Corp., 5.375% due 4/15/00                                                   597,168
                                                                                                            --------------

                          Broadcasting - 3.38%
              250,000     Cox Communications Inc., 6.375% due 6/15/00                                             249,565
            1,055,000     EZ Communications CBS 9.75% due 12/01/05                                              1,149,950
                                                                                                            --------------
                                                                                                                1,399,515
                                                                                                            --------------

                          Chemicals - 3.58%
            1,500,000     ICI Wilmington, 6.95% due 9/15/04                                                     1,482,554
                                                                                                            --------------

                          Financial Services - 18.74%
              350,000     Bear Stearns Companies, 7.625% due 9/15/99                                              350,175
              225,000     Ford Motor Credit, 7.750% due 10/1/99                                                   225,383
              350,000     Associates Corporate N. America, 6.25% due 9/15/00                                      349,377


                                                    29
         Principal
          Amount                                                                                                Value
      ----------------                                                                                      --------------
           $  250,000     Morgan Stanley MTN, 5.75% due 2/15/01                                                $  246,948
            1,000,000     Bear Stearns Companies, 5.75% due 2/15/01                                               986,170
              750,000     BHP Finance USA, 7.875% due 12/01/02                                                    765,495
              430,207     National Auto Finance Ser 1996-1 A 6.33% due 12/21/02                                   430,475
            1,500,000     Merrill Lynch, 6.00% due 2/12/03                                                      1,459,440
              510,000     Fleet Credit Card Master Trust, Ser. 1995-F, Class A1, 6.05% due 8/1/03                 508,246
              500,000     Prime Credit Card Master Trust 1996-1 Class A 6.70% due 7/15/04                         500,935
            1,000,000     Associates Corporate N. America,  6.625% due 6/15/05                                    977,660
                          Delta Funding Home Equity Loan Trust Series 1997-1 Class A2, 6.92% due 5/25/15
              967,515                                                                                             966,102
                                                                                                            --------------
                                                                                                                7,766,406
                                                                                                            --------------

                          Healthcare - 2.85%
            1,200,000     Tenet Healthcare Corp., 8.825% due 12/1/03                                            1,182,000
                                                                                                            --------------

                          Manufacturing - 0.31%
              125,000     ADT Operations 8.25% due 8/01/00                                                        126,747
                                                                                                            --------------

                          Metals/Mining - 2.63%
            1,200,000     Cyprus Minerals, Inc., 6.625% due 10/15/05                                            1,090,680
                                                                                                            --------------

                          Multimedia - 5.22%
            1,137,000     Time Warner, Inc., 7.95% due 2/1/00                                                   1,145,505
            1,000,000     Westinghouse Electric CBS, 8.375% due 6/15/02                                         1,016,380
                                                                                                            --------------
                                                                                                                2,161,885
                                                                                                            --------------

                          Oil/Gas - 0.67%
              275,000     Amoco Canada Petro Company LTD, 7.25% due 12/01/02                                      275,949
                                                                                                            --------------

                          Pharmaceuticals - 3.00%
              200,000     Rhone-Poulenc, 6.750% due 10/15/99                                                      200,382
            1,000,000     American Home Products 7.9% due 2/15/05                                               1,042,230
                                                                                                            --------------
                                                                                                                1,242,612
                                                                                                            --------------

                          Telecommunications - 1.16%
              500,000     Worldcom, Inc., 6.40% due 8/15/05                                                       480,380
                                                                                                            --------------

                          Transportation - 3.02%
            1,300,000     Union Pacific Corp., 6.12% due 2/1/04                                                 1,250,431
                                                                                                            --------------

                          Power/Utility - 2.05%
              700,000     Southern California Edison, 5.875% due 1/15/01                                          693,931
              150,000     Public Service Electric & Gas, 7.875% due 11/01/01                                      153,336
                                                                                                            --------------
                                                                                                                  847,267
                                                                                                            --------------

                          Waste Disposal - 2.94%
              500,000     WMX Technologies, 6.70% due 5/1/01                                                      486,185
              750,000     WMX Technologies, 7.125% due 6/15/01                                                    732,810
                                                                                                            --------------
                                                                                                                1,218,995
                                                                                                            --------------



                                                   30
                                                                                                                Value
                                                                                                            --------------

      Total Corporate Notes & Bonds (Cost-$24,598,104)                                                       $ 23,986,614
                                                                                                            --------------

      Total Investments (Cost-$41,193,297)                                                         96.84%     $40,110,736
                                                                                               -----------  --------------

      Other Assets in Excess of Other Liabilities                                                   3.16%       1,307,609
                                                                                               -----------  --------------

      Total Net Assets                                                                            100.00%     $41,418,345
                                                                                               ===========  ==============


</TABLE>
      MTN - Medium Term Note

      See accompanying notes to financial statements.

August 31, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MUNICIPAL BOND PORTFOLIO

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

       Principal
        Amount                                                                                                 Value
     --------------                                                                                        ---------------
     --------------                                                                                        ---------------
                       MUNICIPAL NOTES - 9.48%

                       DELAWARE - 0.86%
                       Power/Utility
                       Delaware State Economic Development Authority Revenue Various
         $ 100,000         Gas Facilities DelMarva Power & Light, FRN due 10/1/29                               $ 100,000
                                                                                                           ---------------
                                                                                                           ---------------

                       GEORGIA - 0.86%
                       Pollution Control
                       Burke County Georgia Development Authority Pollution Control,
           100,000          FRN due 7/1/24                                                                        100,000
                                                                                                           ---------------
                                                                                                           ---------------

                       NEW YORK - 1.72%
                       Education - 0.86%
                       New York State Job Development Authority Ser A1 - A42, FRN
           100,000          due 3/1/05                                                                            100,000
                                                                                                           ---------------
                                                                                                           ---------------

                       Pollution Control -  0.86%
                       New York State Energy Research & Development Authority Pollution
           100,000          Control Revenue FRN due 10/1/29                                                       100,000
                                                                                                           ---------------
                                                                                                           ---------------

                       TEXAS - 2.59%
                       Airport
                       Grapevine, TX Industrial Development Corporation Series A3, FRN
           100,000          due 12/1/24                                                                           100,000
                       Grapevine, TX Industrial Development Corporation Series B3, FRN
           100,000          due 12/1/24                                                                           100,000
                       Grapevine, TX Industrial Development Corporation Series A2, FRN
           100,000          due 12/1/24                                                                           100,000
                                                                                                           ---------------
                                                                                                           ---------------
                                                                                                                  300,000
                                                                                                           ---------------
                                                                                                           ---------------

                       WYOMING - 3.45%
                       Pollution Control
           400,000     Lincoln County Wyoming Pollution Control, FRN due 11/1/14                                  400,000
                                                                                                           ---------------
                                                                                                           ---------------

                       Total Municipal Notes (Cost-$1,100,000)                                                $ 1,100,000
                                                                                                           ---------------
                                                                                                           ---------------

                       MUNICIPAL BONDS - 88.94%

                       ARIZONA - 3.71%
                       Water/Sewer
        $  500,000     Sedona Arizona Wastewater, 4.75% due 7/1/27                                              $ 431,575
                                                                                                           ---------------
                                                                                                           ---------------

                       CALIFORNIA -7.49%
                       Education - 2.59%
                       California State Public Works Board Lease Revenue Various California
           250,000           State University Projects, 5.375% due 10/1/17                                        246,717
                       California State Public Works Board Lease Revenue Various California
            50,000          State University Projects, 6.00% due 9/1/15                                            54,152
                                                                                                           ---------------
                                                                                                           ---------------

                                                                                                                  300,869
                                                                                                           ---------------
                                                                                                           ---------------

                                                    32
       Principal
        Amount                                                                                                 Value
     --------------                                                                                        ---------------
                       Housing - 3.24%
                       California Housing Finance Agency Single Family Mortgage, 5.30%
         $ 400,000           due 8/1/18                                                                         $ 375,876
                                                                                                           ---------------
                                                                                                           ---------------

                       Turnpike/Toll - 1.66%
                       Foothill/Eastern Corridor Agency California Toll Road Revenue
           200,000           Refunding 5.75% due 1/15/40                                                          192,124
                                                                                                           ---------------
                                                                                                           ---------------

                       COLORADO - 1.34%
                       Health/Hospitals
           150,000     Denver Colorado City & County Hospital, 6.00% due 10/1/15                                  155,234
                                                                                                           ---------------
                                                                                                           ---------------

                       FLORIDA - 0.32%
                       Education
            35,000     Dade County Florida School Board Ser. A, 5.75% due 5/1/12                                   37,211
                                                                                                           ---------------
                                                                                                           ---------------

                       GEORGIA - 6.60%
                       Airport - 2.71%
           305,000     Atlanta Georgia Airport Facilities Revenue, 6.25% due 1/01/21                              314,095
                                                                                                           ---------------
                                                                                                           ---------------

                       Education - 2.00%
           215,000     Jackson County Georgia School District, 6.00% due 7/1/14                                   232,615
                                                                                                           ---------------
                                                                                                           ---------------

                       General Obligation - 1.89%
           200,000     Georgia State Ser. B, 6.250% due 4/1/07                                                    219,174
                                                                                                           ---------------
                                                                                                           ---------------

                       HAWAII - 3.87%
                       General Obligation
           505,000     Hawaii State Ser CR, 4.75 due 4/01/18                                                      448,834
                                                                                                           ---------------
                                                                                                           ---------------

                       ILLINOIS - 3.91%
                       Health/Hospitals
                       Illinois Health Facilities Authority Northwestern Medical Facility
           500,000           Foundation, 5.00% due 11/15/18                                                       453,455
                                                                                                           ---------------
                                                                                                           ---------------

                       IOWA - 0.46%
                       Water/Sewer
            50,000     West Des Moines Iowa Water Revenue, 6.80% due 12/1/13                                       53,816
                                                                                                           ---------------
                                                                                                           ---------------

                       KENTUCKY - 0.87%
                       Turnpike/Toll
                       Kentucky State Turnpike Authority Economic Development, 5.625%
           100,000           due 7/1/15                                                                           100,905
                                                                                                           ---------------
                                                                                                           ---------------

                       LOUISIANA - 1.35%
                       General Obligation
           150,000     New Orleans Louisiana, 6.125% due 10/1/16                                                  156,681
                                                                                                           ---------------
                                                                                                           ---------------





                                                   33
       Principal
        Amount                                                                                                 Value
     --------------                                                                                        ---------------
                       MARYLAND - 2.73%
                       Resource Recovery
                       Maryland State Energy Financing Adiministration Solid Waste Disposal
         $ 300,000          Revenue Wheelabrator Water Projects, 6.30% due 12/01/10                             $ 316,964
                                                                                                           ---------------
                                                                                                           ---------------

                       MASSACHUSETTS - 2.23%
                       Transportation - 0.46%
            50,000     Massachusetts Bay Transportation Authority Ser. B, 5.90% due 3/1/24                         53,663
                                                                                                           ---------------
                                                                                                           ---------------

                       Water/Sewer - 1.77%
           250,000     Massachusetts State Water Authority, 4.50% due 8/1/22                                      205,773
                                                                                                           ---------------
                                                                                                           ---------------

                       MISSOURI - 0.36%
                       Housing
                       Missouri State Housing Development Commission GNMA Backed
            40,000          Sec-C, 6.90% due 7/1/18                                                                41,634
                                                                                                           ---------------
                                                                                                           ---------------

                       NEBRASKA - 0.35%
                       Power/Utility
            40,000     Omaha Nebraska Public Power Distribution, 5.50% due 2/1/14                                  40,676
                                                                                                           ---------------
                                                                                                           ---------------

                       NEVADA - 1.77%
                       General Obligation - 0.45%
            50,000     Clark County Nevada Ser. B, 6.00% due 6/1/16                                                52,232
                                                                                                           ---------------
                                                                                                           ---------------

                       Housing - 1.32%
           150,000     Nevada Housing Division - Single Family Ser. A, 6.15% due 4/1/17                           153,399
                                                                                                           ---------------
                                                                                                           ---------------

                       NEW YORK - 8.83%
                       Education - 1.14%
           125,000     New York State Dormitory Authority City University, 5.75% due 7/1/09                       132,203
                                                                                                           ---------------
                                                                                                           ---------------

                       General Obligation - 4.70%
           300,000     New York New York Ser. H, 6.50% due 3/15/05                                                324,996
           200,000     New York New York Ser. A, 6.50% due 7/15/06                                                220,426
                                                                                                           ---------------
                                                                                                           ---------------

                                                                                                                  545,422
                                                                                                           ---------------
                                                                                                           ---------------

                       Housing - 0.66%
            75,000     New York State Mortgage Agency Ser. 54, 6.10% due 10/1/15                                   76,958
                                                                                                           ---------------
                                                                                                           ---------------

                       Industrial Development - 1.08%
                       New York New York City Industrial Development Agency, 4.50%
           150,000           due 7/1/23                                                                           124,806
                                                                                                           ---------------
                                                                                                           ---------------

                       Pollution Control - 0.35%
                       New York State Environmental Facilities Corporation Pollution
            40,000          Control, 5.875% due 6/15/14                                                            41,133
                                                                                                           ---------------
                                                                                                           ---------------

                       Transportation - 0.90%
           100,000     Metropolitan Transportation Authority New York, 5.50% due 7/1/08                           104,253
                                                                                                           ---------------
                                                                                                           ---------------

                                                    34
       Principal
        Amount                                                                                                 Value
     --------------                                                                                        ---------------
                       NORTH DAKOTA - 5.33%
                       Housing
         $ 250,000     North Dakota State Housing Finance Agency Ser. A, 5.25% due 7/1/18                       $ 233,535
           400,000     North Dakota State Housing Finance Agency Ser. C, 5.50% due 7/1/18                         384,996
                                                                                                           ---------------
                                                                                                           ---------------

                                                                                                                  618,531
                                                                                                           ---------------
                                                                                                           ---------------

                       OHIO - 4.45%
                       General Obligation - 3.95%
           500,000     Akron Ohio, 5.00% due 12/1/18                                                              457,724
                                                                                                           ---------------
                                                                                                           ---------------

                       Health/Hospitals - 0.50%
            50,000     Lorain County Ohio Hospital Medical Center, 7.75% due 11/1/13                               57,463
                                                                                                           ---------------
                                                                                                           ---------------

                       PENNSYLVANIA - 4.86%
                       Education - 1.23%
           150,000     Pennsylvania State of Higher Education Series A, 5.75% due 1/1/17                          142,419
                                                                                                           ---------------
                                                                                                           ---------------

                       General Obligation - 2.53%
           300,000     Pennsylvania State Second Series, 5.00% due 11/15/12                                       293,454
                                                                                                           ---------------
                                                                                                           ---------------

                       Tax Allocation - 0.65%
                       Philadelphia Pennsylvania Municipal Authority Series A, 5.625%
            75,000          due 11/15/14                                                                           75,598
                                                                                                           ---------------
                                                                                                           ---------------

                       Water/Sewer - 0.45%
                       Pittsburgh Pennsylvania Water & Sewer Authority Series B, 5.60%
            50,000          due 9/15/15                                                                            52,596
                                                                                                           ---------------
                                                                                                           ---------------

                       PUERTO RICO - 0.58%
                       Power/Utility
            65,000     Puerto Rico Electric Power Authority, 6.00% due 7/1/15                                      66,791
                                                                                                           ---------------
                                                                                                           ---------------

                       SOUTH CAROLINA - 5.93%
                       Health/Hospitals - 2.01%
                       Spartanburg County South Carolina Health Services Series B, 5.125%
           250,000         due 4/15/17                                                                            232,815
                                                                                                           ---------------
                                                                                                           ---------------

                       Power/Utility - 3.92%
                       Piedmont Municipal Power Agency South Carolina Electric Revenue
           500,000         Ser A, 5.00% due 1/1/18                                                                454,644
                                                                                                           ---------------
                                                                                                           ---------------

                       TEXAS - 5.18%
                       Education - 3.87%
           500,000     Houston Texas Independent School District Ser. A, 5.00% due 2/15/24                        448,655
                                                                                                           ---------------
                                                                                                           ---------------

                       General Obligation - 0.87%
            75,000     Houston Texas Ser. C, 5.25% due 4/1/14                                                      73,280
            25,000     San Antonio Texas Certificates of Obligation, 6.625% due 8/1/14                             27,295
                                                                                                           ---------------
                                                                                                           ---------------

                                                                                                                  100,575
                                                                                                           ---------------
                                                                                                           ---------------



                                                   35
       Principal
        Amount                                                                                                 Value
     --------------                                                                                        ---------------
                       Power/Utility - 0.44%
         $  50,000     Brazos River Authority Texas Revenue, 5.800% due 8/01/15                                 $  51,385
                                                                                                           ---------------
                                                                                                           ---------------

                       UTAH - 5.80%
                       General Obligation - 3.10%
           400,000     Clearfield City Utah, 5.00% due 2/1/23                                                     359,271
                                                                                                           ---------------
                                                                                                           ---------------

                       Power/Utility - 2.70%
           300,000     Intermountain Power Agency Utah Power Supply, 6.000% due 7/1/02                            313,284
                                                                                                           ---------------
                                                                                                           ---------------

                       WASHINGTON - 0.40%
                       Power/Utility
            35,000     Seattle Washington Light & Power Series A, 5.75% due 8/1/11                                 36,192
                       Washington State Public Power Supply Nuclear Project No. 1 Series B,
            10,000          7.25% due 7/1/12                                                                       10,477
                                                                                                           ---------------
                                                                                                           ---------------
                                                                                                                   46,669
                                                                                                           ---------------
                                                                                                           ---------------
                       WASHINGTON D.C. - 1.81%
                       Public Facilities
                       Washington DC Convention Center Authority Dedicated Tax Revenue
           250,000          Senior Lien, 4.75% due 10/01/28                                                       209,635
                                                                                                           ---------------
                                                                                                           ---------------

                       WISCONSIN - 8.19%
                       Education - 5.57%
                       Wisconsin State Health & Educational Facilities Authority Series A,
           400,000          5.250% due 8/15/19                                                                    373,280
           300,000     Wisconsin State Health & Educational Facilities, 5.25% due 8/15/27                         273,063
                                                                                                           ---------------
                                                                                                           ---------------

                                                                                                                  646,343
                                                                                                           ---------------
                                                                                                           ---------------

                       Housing - 2.62%
                       Wisconsin Housing & Economic Development Home Ownership,
           300,000         6.20% due 3/1/27                                                                       303,504
                                                                                                           ---------------
                                                                                                           ---------------

                       WYOMING - 0.22%
                       Housing
                       Wyoming Community Development Authority Housing, 6.65%
            25,000         due 12/1/06                                                                             25,911
                                                                                                           ---------------
                                                                                                           ---------------


     Total Municipal Bonds (Cost - $10,663,187)                                                               $10,318,847
                                                                                                           ---------------
                                                                                                           ---------------

     Total Investments (Cost-$11,763,187)                                                         98.42%      $11,418,847
                                                                                               ----------  ---------------
                                                                                                           ---------------

     Other Assets in Excess of Other Liabilities                                                   1.58%
                                                                                                                  183,292
                                                                                               ----------  ---------------
                                                                                                           ---------------

     Total Net Assets                                                                            100.00%      $11,602,139
                                                                                               ==========  ===============
                                                                                               ==========  ===============
</TABLE>
     FRN - Floating Rate Note

     See accompanying notes to financial statements.





August 31, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
U.S. GOVERNMENT MONEY MARKET PORTFOLIO

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

         Principal
          Amount                                                                                               Value
      ----------------                                                                                    ----------------
                          U.S. GOVERNMENT NOTES - 99.80%

                          Federal Farm Credit Bank Discount Notes - 8.37%
           $  637,000     5.04% due 9/1/99                                                                     $  637,000
              394,000     5.10% due 9/17/99                                                                       393,107
               12,000     5.02% due 9/24/99                                                                        11,962
            3,060,000     4.75% due 11/3/99                                                                     3,034,563

                                                                                                          ----------------
                          Total Federal Farm Credit Bank (Cost-$4,076,632)                                    $ 4,076,632
                                                                                                          ----------------


                          Federal Home Loan Bank Discount Notes - 6.54%
          $ 1,190,000     4.58% due 9/16/99                                                                   $ 1,187,729
            2,000,000     5.15% due 5/17/00                                                                     2,000,000

                          Total Federal Home Loan Bank Discount Notes
                                                                                                          ----------------
                          (Cost-$3,187,729)                                                                   $ 3,187,729
                                                                                                          ----------------

                          Federal Home Loan Mortgage Discount Notes - 56.79%
          $ 1,000,000      4.75% due 9/3/99                                                                    $  999,736
               95,000      4.70% due 9/8/99                                                                        94,913
            1,410,000      4.97% due 9/9/99                                                                     1,408,443
              150,000      4.70% due 9/10/99                                                                      149,824
               64,000      5.12% due 9/10/99                                                                       63,918
            3,679,000      4.91% due 9/13/99                                                                    3,672,979
            2,055,000      4.97% due 9/15/99                                                                    2,051,028
            2,230,000      5.00% due 9/15/99                                                                    2,225,664
              219,000      5.10% due 9/15/99                                                                      218,566
              455,000      5.04% due 9/20/99                                                                      453,790
              144,000      5.10% due 9/20/99                                                                      143,612
              155,000      5.05% due 9/23/99                                                                      154,522
               80,000      4.69% due 9/24/99                                                                       79,760
              248,000      5.05% due 9/29/99                                                                      247,026
            1,780,000      4.72% due 10/8/99                                                                    1,771,365
               52,000      5.02% due 10/12/99                                                                      51,703
               25,000      5.20% due 10/14/99                                                                      24,845
            4,054,000      5.23% due 10/14/99                                                                   4,028,674
              141,000      5.07% due 10/22/99                                                                     139,987
              575,000      5.05% due 11/4/99                                                                      569,838
            3,259,000      5.22% due 11/15/99                                                                   3,223,558
            3,425,000      5.21% due 11/24/99                                                                   3,383,363
            1,277,000      5.24% due 11/24/99                                                                   1,261,387
               99,000      5.25% due 11/24/99                                                                      97,787
              169,000      5.26% due 11/24/99                                                                     166,926
            1,000,000      5.10% due 12/14/99                                                                     985,267

                          Total Federal Home Loan Mortgage Discount Notes
                                                                                                          ----------------
                          (Cost-$27,668,481)                                                                 $ 27,668,481
                                                                                                          ----------------



                                                   37
         Principal
          Amount                                                                                               Value
      ----------------                                                                                    ----------------
                          Federal National Mortgage Association - 28.10%
         $  1,490,000      4.80% due 9/9/99                                                                  $  1,488,411
               54,000      4.90% due 9/27/99                                                                       53,806
            3,883,000      5.02% due 10/5/99                                                                    3,864,590
            2,500,000      5.03% due 10/7/99                                                                    2,487,425
               45,000      5.07% due 10/15/99                                                                      44,721
            3,210,000      5.06% due 11/17/99                                                                   3,175,258
               85,000      5.05% due 9/13/99                                                                       84,857
            2,500,000      4.95% due 9/16/99                                                                    2,494,844

                                                                                                          ----------------
      Total Federal National Mortgage Association (Cost-$13,693,912)                                         $ 13,693,912
                                                                                                          ----------------

      Total Investments (Cost-$48,626,754)                                                    99.80%         $ 48,626,754
                                                                                         ------------     ----------------

      Other Assets in Excess of Other Liabilities                                              0.20%               97,509
                                                                                         ------------     ----------------

      Total Net Assets                                                                       100.00%         $ 48,724,263
                                                                                         ============     ================


</TABLE>

      See accompanying notes to financial statements.


August 31, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

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


                           -------------- -------------- --------------- -------------- --------------  ------------- --------------
                               Large          Large                                                                        U.S.
                           Capitalization Capitalization     Small       International   Investment      Municipal      Government
                               Value         Growth      Capitalization     Equity      Quality Bond        Bond       Money Market
                             Portfolio      Portfolio      Portfolio       Portfolio      Portfolio      Portfolio      Portfolio
                           -------------- -------------- --------------- -------------- --------------  ------------- --------------
Assets
Investments, at value
(cost--$71,011,186;
    $76,494,808; $42,084,358;
$23,792,994;
$41,193,297; $11,763,187 and
$48,626,754, respectively)   $78,743,357   $116,501,697     $39,871,996    $27,742,602    $40,110,736    $11,418,847     $48,626,754
Cash                               5,640        959,501             265      1,510,370        731,121         62,601             553
Receivable for shares of
beneficial interest sold       1,105,315      1,218,960         276,897        205,199        146,789         14,543         168,100

Receivable for investments sold        -              -               -        444,975              -              -               -
Interest receivable                                 148             213                       517,198        138,968          29,756
                                            -
Dividends receivable              99,328         58,280           6,840         71,822             -               -               -

Foreign taxes receivable               -              -               -         34,521             -               -               -

Prepaid expenses
 and other assets                 20,867         19,181          16,261         11,875         12,463         16,005          14,965
                          -------------- -------------- --------------- -------------- --------------  ------------- ---------------
  Total Assets                79,974,507    118,757,767      40,172,472     30,021,364     41,518,307     11,650,964      48,840,128
                          -------------- -------------- --------------- -------------- --------------  ------------- ---------------

Liabilities
Payable to manager                43,646         63,417          30,675         18,067         19,214          5,264          19,382
Administration fee payable         5,780         12,722           3,978          3,231          5,727          2,657           3,114
Payable for shares of beneficial
 interest redeemed                46,661         24,861          25,774         19,168          9,061              -          10,109
Payable for investments purchased      -        530,913       1,485,589        737,505              -                              -
                                                                                                                            -
Other payables and accrued        84,858        127,718          94,242         53,598         65,960         40,904          83,260
expenses
                          -------------- -------------- --------------- -------------- --------------  ------------- ---------------
       Total Liabilities         180,945        759,631       1,640,258        831,569         99,962         48,825         115,865
                          -------------- -------------- --------------- -------------- --------------  ------------- ---------------

Net Assets
Shares of beneficial interest
at par value                      38,764         43,746          38,147         22,153         41,913         11,602         487,267
  Paid-in-surplus             67,614,512     70,591,714      41,072,069     24,601,393     42,481,462     11,870,192      48,237,464
  Accumulated undistributed net
investment income (loss)         553,292          1,896          11,254        182,952          1,896          2,047           1,895

  Accumulated net realized gain
(loss) on
    investments and foreign
currency                       3,854,823      7,353,891       (376,894)        433,689       (24,365)         62,638         (2,363)
    transactions
  Net unrealized appreciation
(depreciation)
    on investments             7,732,171     40,006,889     (2,212,362)      3,949,608    (1,082,561)      (344,340)               -
                          -------------- -------------- --------------- -------------- --------------  ------------- ---------------
       Total Net Assets     $79,793,562   $117,998,136     $38,632,214    $29,189,795    $41,418,345    $11,602,139     $48,724,263
                          ============== ============== =============== ============== ==============  ============= ===============

Net Asset Value per Share
   Class I
   Net Assets                $78,484,011   $115,585,709     $38,203,329    $28,743,499    $41,070,021    $11,555,732     $48,358,335
   Shares of beneficial
interest outstanding           3,812,403      4,284,446       3,783,268      2,181,071      4,155,976      1,155,576      48,360,698
                          -------------- -------------- --------------- -------------- --------------  ------------- ---------------
   Net asset value and offering
price per share                   $20.59         $26.98          $10.10         $13.18          $9.88         $10.00           $1.00

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


Net Asset Value per Share
   Class B
   Net Assets                   $171,529       $203,586         $73,058        $67,517        $64,002         $8,400         $70,470
   Shares of beneficial            8,367          7,611           7,276          5,159          6,478            840          70,470
interest outstanding
                          -------------- -------------- --------------- -------------- --------------  ------------- ---------------
Net asset value and offering
price per Share                   $20.50         $26.75          $10.04         $13.09          $9.88         $10.00           $1.00
                          ============== ============== =============== ============== ==============  ============= ===============

Net Asset Value per Share
Class C
Net Assets                    $1,138,022     $2,208,841        $243,016       $378,779       $284,322        $38,007        $295,458
Shares of beneficial
 interest outstanding             55,463         82,477          24,160         28,909         28,762          3,801         295,458
                          -------------- -------------- --------------- -------------- --------------  ------------- ---------------
Net asset value and
offering price per
Share                             $20.52         $26.78          $10.06         $13.10          $9.89         $10.00           $1.00
                          ============== ============== =============== ============== ==============  ============= ===============

See accompanying notes to financial statements.


</TABLE>


Year Ended August 31, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------

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



                       --------------   -------------- --------------- --------------  --------------- -------------- --------------
                                                                                                                           U.S.
                            Large            Large                                        Investment                    Government
                        Capitalization   Capitalization     Small       International      Quality        Municipal    Money Market
                            Value           Growth      Capitalization     Equity            Bond           Bond
                          Portfolio        Portfolio      Portfolio       Portfolio       Portfolio       Portfolio      Portfolio
                       --------------   -------------- --------------- --------------  --------------- -------------- --------------
Investment Income
 Dividends                  $850,489 (1)     $632,641        $166,433       $538,033 (1)           $0             $0            $ 0
 Interest                    415,560           45,590          34,838                       2,378,129        561,130      2,274,367
                                                                             -
 Other Income                    466              723               -            232             (39)             84              -
                       --------------   -------------- --------------- --------------  --------------- -------------- --------------
Total investment income    1,266,515          678,954         201,271        538,265        2,378,090        561,214      2,274,367
                       --------------   -------------- --------------- --------------  --------------- -------------- --------------

Operating Expenses
Management fees(note 2a)     427,693          672,927         214,400        179,794          222,428         60,077        216,249
Administration fees(note 2c)  43,226           72,939          22,662         17,017           30,006          9,230         30,261
Transfer and dividend
disbursing                   112,046          173,417          53,669         51,665           70,041         15,551         79,787
agent fees
Custodian fees (note 2a)      56,032           39,157          60,648         35,650           40,663         58,192         52,807
Registration fees             24,510           24,246          20,102         17,497           22,139         15,789         23,858
Amortization of deferred
  organization expenses       12,749           12,749          12,749         12,749           12,749         12,749         12,749
(note 1c)
Auditing fees                 12,256           13,003          12,256         15,577           13,003         14,352         12,256
Reports and notices to
 Shareholders                  9,342           19,838           9,160          5,041            9,976          1,952          9,006
Legal fees                    23,467           27,258          14,728          6,942           10,073          3,642         13,602
Trustees' fees                 6,665           18,414           6,473            347            7,370          1,500          9,386
Distribution & Service Fees
  (note 2d)
  Class B                        209              239             112             98               44              8             48
  Class C                      2,677            6,577             253          1,286              524             60            473
Miscellaneous                  3,138            7,071           3,100          2,990            1,406          1,283          2,245
                       --------------   -------------- --------------- --------------  --------------- -------------- --------------
 Total operating expenses    734,010        1,087,835         430,312        346,653          440,422        194,385        462,727
  Less: Management fees
  waived and/or expenses
  assumed (note 2a)          (17,055)                -        (32,279)        (9,858)          (2,113)       (63,104)        (8,784)


  Expense offset
  arrangement (note 2a)       (1,837)         (25,983)           (341)       (37,161)         (12,893)          (810)          (827)
                       --------------   -------------- --------------- --------------  --------------- -------------- --------------
 Net operating expenses       715,119        1,061,852         397,692        299,634          425,416        130,471        453,116
                       --------------   -------------- --------------- --------------  --------------- -------------- --------------

 Net investment income
(loss)                       551,396        (382,898)        (196,421)        238,631        1,952,674        430,743      1,821,251
                       --------------   -------------- --------------- --------------  --------------- -------------- --------------

Realized and Unrealized
Gain(Loss) on Investments-Net
 Net realized gain (loss) on
  securities                3,911,254        7,636,240         538,422        703,979           94,374         78,058          (138)

 Net change in unrealized
   Appreciation
  (depreciation) on
investments                 4,723,895       30,990,758       8,450,520      3,788,888      (1,593,458)      (807,644)              -
                       --------------   -------------- --------------- --------------  --------------- -------------- --------------

 Net realized gain (loss) and
change in unrealized
appreciation (depreciation)
 on investments             8,635,149       38,626,998       8,988,942      4,492,867      (1,499,084)      (729,586)          (138)

Net increase (decrease) in
net assets resulting from
 operations                $9,186,546      $38,244,100      $8,792,521     $4,731,498         $453,590     ($298,843)     $1,821,113
                       ==============   ============== =============== ==============  =============== ============== ==============

(1)  Net  of  foreign   withholding  taxes  of  $6,465  and  $49,719  for  Large
Capitalization Value and International Equity, respectively.

See accompanying notes to financial statements.

</TABLE>

ear Ended August 31, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<S>                                             <C>            <C>                <C>         <C>                    <C>        <C>


                                 ------------------------------- -------------------------------- ----------------------------------
                                       Large Capitalization Value       Large Capitalization Growth          Small Capitalization
                                                Portfolio                        Portfolio                         Portfolio
                                 ------------------------------- -------------------------------- ----------------------------------

                                      Year Ended       Year Ended      Year Ended       Year Ended       Year Ended       Year Ended
                                   August 31,1999  August 31,1998   August 31,1999  August 31,1998   August 31,1999   August 31,1998
Operations
Net investment income (loss)            $551,397        $265,441       ($382,898)      ($208,165)        ($196,421)       ($212,917)
Net realized gain (loss) on
  investments                          3,911,254       2,725,132        7,636,240       1,988,666           538,422        6,233,807
Net change in unrealized appreciation
 (depreciation) on investments         4,723,895     (4,379,851)       30,990,758     (3,046,018)         8,450,520     (16,209,040)
                                 --------------- --------------- ---------------- --------------- ----------------- ----------------
Net increase (decrease) in net assets
 resulting from operations             9,186,546     (1,389,278)       38,244,100     (1,265,517)         8,792,521     (10,188,150)
                                 --------------- --------------- ---------------- --------------- ----------------- ----------------

Dividends and Distributions to
Shareholders
 Net investment income
     Class I                           (238,346)       (644,832)                -               -                 -                -
     Class B                                   -               -                -               -                 -                -
     Class C                                   -               -                -               -                 -                -
 Net realized gain
     Class I                         (2,604,268)       (403,394)      (1,644,127)     (2,127,182)       (6,885,615)      (1,999,133)
     Class B                                   -               -                -               -                 -                -
     Class C                                   -               -                -               -                 -                -
 Total dividends and distributions
      to shareholders                (2,842,614)     (1,048,226)      (1,644,127)     (2,127,182)       (6,885,615)      (1,999,133)
                                 --------------- --------------- ---------------- --------------- ----------------- ----------------

Share Transactions of
Beneficial Interest
 Net proceeds from shares sold
     Class I                          43,516,472      22,550,001       50,917,991      38,698,508        15,232,180       27,403,860
     Class B                             180,079               -          206,626               -            76,827                -
     Class C                           1,173,280               -        2,225,861               -           246,405                -
Reinvestment of dividends and
distributions
     Class I                           2,808,762       1,033,971        1,626,717       2,098,815         6,833,808        1,991,614
     Class B                                   -               -                -               -                 -                -
     Class C                                   -               -                -               -                 -                -
Cost of shares redeemed
     Class I                        (16,842,950)     (8,181,548)     (40,089,419)    (18,066,310)       (8,991,933)     (22,754,879)
     Class B                                   -               -             (11)               -                 -                -
     Class C                            (26,750)               -         (26,409)               -           (6,695)                -
Net increase in net assets from share
transactions of beneficial interest   30,808,893      15,402,424       14,861,356      22,731,013        13,390,592        6,640,595
                                ---------------- --------------- ---------------- --------------- ----------------- ----------------

Total increase (decrease) in net      37,152,825      12,964,920       51,461,329      19,338,314        15,297,498      (5,546,688)
assets

Net Assets
  Beginning of period                 42,640,737      29,675,817       66,536,807      47,198,493        23,234,716       28,781,404
                                ---------------- --------------- ---------------- --------------- ----------------- ----------------
  End of period (including undistributed
    (overdistributed) net investment
income of
    $240,241, $553,292; $1,896, $1,896;
    ($20,273), $1,896; $117,534, $182,952;
    $1,896, $11,254; $1,896, $2,047;
$1,896,                              $79,793,562     $42,640,737     $117,998,136     $66,536,807       $38,532,214      $23,234,716
    and $1,895, respectively)
                                ================ =============== ================ =============== ================= ================

See accompanying notes to financial statements.


</TABLE>

Year Ended August 31, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<S>    <C>         <C>                   <C>               <C>            <C>             <C>                <C>               <C>



- ---------------------------------   --------------------------------  --------------------------------   ---------------------------
      International                         Investment Quality                Municipal Bond                      U.S. Government
    Equity Portfolio                          Bond   Portfolio                    Portfolio                  Money Market  Portfolio
- ---------------------------------   --------------------------------  -------------------------------- -----------------------------



 Year Ended       Year Ended       Year Ended       Year Ended       Year Ended      Year Ended         Year Ended      Year Ended
August 31,1999  August 31,1998   August 31,1999   August 31,1998   August 31,1999  August 31,1998     August 31,1999  August 31,1998
- --------------  ---------------  -------------- ---------------  ------------- ----------------   -------------    ---------------
- --------------  ---------------  -------------- ---------------  ------------- ----------------   -------------    ---------------

  $238,631        $169,244         $1,952,674      $1,347,436         $430,743         $340,545        $1,821,251      $1,361,390
   703,979       (261,415)             94,374         171,095           78,058           38,175             (138)         (2,092)

 3,788,888       (725,764)        (1,593,458)         392,011        (807,644)          281,588                -                -
- --------------- ---------------  --------------- --------------- -------------- ---------------   --------------     ---------------
- --------------- ---------------  --------------- --------------- -------------- ---------------   --------------     ---------------

 4,731,498       (817,935)            453,590       1,910,542        (298,843)          660,308         1,821,113       1,359,298
- --------------- ---------------  --------------- --------------- -------------- ---------------  --------------     ---------------
- --------------- ---------------  --------------- --------------- -------------- ---------------  --------------     ---------------




 (173,213)        (45,288)        (1,950,367)     (1,347,402)        (430,382)        (352,177)       (1,819,600)     (1,361,390)
         -               -              (159)               -             (24)                -             (142)               -
         -               -            (2,186)               -            (186)                -           (1,510)               -

         -               -          (225,023)        (33,855)         (43,266)         (10,602)                 -               -
         -               -                  -               -                -                -                 -               -
         -               -                  -               -                -                -                 -               -

 (173,213)        (45,288)        (2,177,735)     (1,381,257)        (473,858)        (362,779)       (1,821,252)     (1,361,390)
- ---------------- --------------   ---------------- --------------  ------------ ----------------   --------------- ---------------
- ---------------- --------------   ---------------- --------------  ------------ ----------------   --------------- ---------------




 13,305,963      12,655,895         23,031,923      19,032,965        5,637,079        4,305,933        50,062,160      45,684,586
     65,536               -             64,322               -            8,604                -            70,317               -
    365,497               -            293,323               -           46,798                -           350,624               -

    171,246          44,303          2,128,885       1,403,653          468,341          359,150         1,777,737       1,324,090
          -               -                177               -               29                -               153               -
          -               -              2,239               -              182                -             1,522               -

 (8,226,685)     (3,258,982)       (18,093,662)     (7,749,618)      (3,571,865)      (2,391,818)      (41,973,797)    (37,085,981)
          -               -               (49)               -                -                -                 -               -
    (16,947)               -            (8,367)               -          (8,296)                -          (56,687)               -

  5,664,610       9,441,216          7,418,791      12,687,000        2,580,872        2,273,265        10,232,029       9,922,695
- --------------- ---------------  --------------- ---------------  ------------- ----------------   --------------- ---------------
- --------------- ---------------  --------------- ---------------  ------------- ----------------   --------------- ---------------

 10,222,895       8,577,993          5,694,646      13,216,285        1,808,171        2,570,794        10,231,890       9,920,603


 18,966,900      10,388,907         35,723,699      22,507,414        9,793,968        7,223,174        38,492,373      28,571,770
- --------------- ---------------   --------------- ---------------  ------------- ----------------   --------------- ---------------
- --------------- ---------------   --------------- ---------------  ------------- ----------------   --------------- ---------------





$29,189,795     $18,966,900        $41,418,345     $35,723,699      $11,602,139       $9,793,968       $48,724,263     $38,492,373
=============== ===============   ================ ===============  =============== ================   =============== =============
=============== ===============   ================ ===============  =============== ================   =============== =============



</TABLE>
August 31, 1999
- --------------------------------------------------------------------------------
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 ( the "Distributor")
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.

Currently, each portfolio offers Class I, Class B and Class C shares. Each class
represents  interest in the same  assets of the  applicable  portfolio,  and the
classes are identical  except for differences in their sales charge  structures,
ongoing service and  distribution  charges and certain transfer agency expenses.
In addition,  Class B shares and all  corresponding  reinvested  dividend shares
automatically  convert  to  Class  I  shares  approximately  eight  years  after
issuance.  All classes of shares have equal voting  privileges  except that each
class  has  exclusive   voting  rights  with  respect  to  its  service   and/or
distribution plan.

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
substantially  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 Capitalization Value      annually      annually
                    Large Capitalization Growth     annually      annually
                    Small Capitalization            annually      annually
                    International Equity            annually      annually
                    Investment Quality Bond         daily *       annually
                    Municipal Bond                  daily *       annually
                    U.S. Government Money Market    daily *       annually
                         *  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.

       (f) 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.

       (g) 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,  1999,  the  Manager  voluntarily  waived  its
management  fees and assumed  $3,027 in other  Operating  expenses for Municipal
Bond. The Manager also voluntary  waived $17,055;  $19,468;  $9,858;  $2,113 and
$8,784 in management fees for Large Capitalization  Value, Small Capitalization,
International Equity,  Investment Quality Bond and U.S. Government Money Market,
respectively, for the year ended August 31, 1999.

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, 1999 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.

(d) The Portfolios have adopted a Plan of Distribution  (the "Plan") pursuant to
Rule 12b-1 under the 1940 Act with  respect to the  distribution  of Class B and
Class C shares of the Portfolios. The Plan provides that each Portfolio will pay
the  Distributor  or other  entities  a fee,  which is  accrued  daily  and paid
monthly,  at the annual  rate of 1.0% of the  average  net assets of Class B and
Class C shares. Up to 0..25% of average daily net assets may be paid directly to
the Manager for support  services.  A portion of the fee payable pursuant to the
Plan, equal to 0.25% of the average daily net assets, is currently characterized
as a service fee. A service fee is a payment made for  personal  service  and/or
the maintenance of shareholder accounts.

(e) The Trust and the Manager have entered into an Excess Expense Agreement (the
"Expense  Agreement")  effective January 1, 1999. In connection with the Expense
Agreement the Manager is currently  waiving its management  fees and/or assuming
certain  other  operating  expenses of the  Portfolios  in order to maintain the
expense ratios of each class of the Portfolios at or below predetermined  levels
(each an  "Expense  Cap").  Under the terms of the Expense  Agreement,  expenses
borne by the Manager are subject to  reimbursement  by the Portfolios up to five
years from the date the fee or expense was incurred,  but no reimbursement  will
be made by a Portfolio if it would result in the Portfolio exceeding its Expense
Cap. The Expense  Agreement can be terminated by either party,  without penalty,
upon  60  days  prior  notice.   For  the  period  ended  August  31,  1999,  no
reimbursement  payments  were made by the  Portfolios  to the Manager  under the
terms of the Expense Agreement.

3.    PURCHASES AND SALES OF SECURITIES

For the year ended August 31, 1999 purchases and sales of investment securities,
other than short-term securities were as follows:

                                                   Purchases       Sales
                                                  ----------------------------
                    Large Capitalization Value     $77,146,293    $45,608,685
                    Large Capitalization Growth     45,460,421     35,250,740
                    Small Capitalization            16,413,119      9,038,806
                    International Equity            15,964,818     10,331,903
                    Investment Quality Bond
                                                    29,843,809     23,366,432
                    Municipal Bond                   3,834,250      2,395,112

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

At August 31, 1999, the composition of unrealized appreciation (depreciation) of
investment securities were as follows:

                                 Appreciation (Depreciation)     Net
                                 -----------------------------------------
   Large Capitalization Value     $12,078,894   ($4,346,723)   $7,732,171
   Large Capitalization Growth     42,536,554    (2,529,665)   40,006,889
   Small Capitalization             5,697,381    (7,909,743)  (2,212,362)
   International Equity             4,820,003      (870,394)    3,949,608
   Investment Quality Bond              4,514    (1,087,075)  (1,082,561)
   Municipal Bond                     131,773      (476,113)    (344,340)

For U.S. federal income tax, the cost of securities owned at August 31, 1999 was
substantially  the  same  as the  cost of  securities  for  financial  statement
purposes.

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

Each Portfolio has unlimited  Class I shares of beneficial  interest  authorized
with $.001 par value per share.  Transactions  in capital  stock for the I Class
were as follows for the periods indicated:

                                            Year Ended        Year Ended
                                          August 31, 1999     August 31,
                                                                 1998
                                          ----------------  ---------------
            Large Capitalization Value
                    Issued
                                                2,133,762          797,161
                    Redeemed
                                                (815,931)        (496,095)
                    Reinvested from
Dividends                                         144,855           32,655
                                          ----------------  ---------------
                    Net Increase in
Shares                                          1,462,686          333,721
                                          ----------------  ---------------

            Large Capitalization Growth
                    Issued
                                                2,054,585        1,172,529
                    Redeemed
                                              (1,573,032)      (1,112,030)
                    Reinvested from
Dividends                                          71,851                -
                                          ----------------  ---------------
                                          ----------------  ---------------
                    Net Increase in
Shares                                            553,404           60,499
                                          ----------------  ---------------

            Small Capitalization
                    Issued
                                                1,541,540          671,535
                    Redeemed
                                                (919,820)        (492,311)
                    Reinvested from
Dividends                                         795,518          107,862
                                          ----------------  ---------------
                    Net Increase in
Shares                                          1,417,238          287,086
                                          ----------------  ---------------

            International Equity
                    Issued
                                                1,115,375          456,093
                    Redeemed
                                                (686,830)        (219,913)
                    Reinvested from
Dividends                                          14,969           15,919
                                          ----------------  ---------------
                    Net Increase in
Shares                                            443,514          252,099
                                          ----------------  ---------------

            Investment Quality Bond
                    Issued
                                                2,250,732        1,132,061
                    Redeemed
                                              (1,776,225)        (705,446)
                    Reinvested from
Dividends                                         209,194          101,660
                                          ----------------  ---------------
                    Net Increase in
Shares                                            683,701          528,275
                                          ----------------  ---------------

            Municipal Bond
                    Issued
                                                  534,305          407,955
                    Redeemed
                                                (336,987)        (227,322)
                    Reinvested from
Dividends                                          44,442           34,043
                                          ----------------  ---------------
                    Net Increase in
Shares                                            241,760          214,676
                                          ----------------  ---------------

            U.S. Government Money Market
                    Issued
                                               50,062,160       45,684,586
                    Redeemed                 (41,973,797)
                                                              (37,085,981)
                    Reinvested from
Dividends                                       1,777,737        1,324,090
                                          ----------------  ---------------
                    Net Increase in
Shares                                          9,866,100        9,922,695
                                            ----------------  ---------------
Each Portfolio has unlimited  Class B and Class C shares of beneficial  interest
authorized with $.001 par value per share. Transactions in capital stock for the
Class B and Class C shares were as follows for the period indicated:

                                         Class B                   Class C
                                        Period from              Period from
                                      January 4, 1999 *       January 4, 1999 *
                                    to August 31, 1999       to August 31, 1999


                                        -----------------    -----------------
      Large Capitalization Value
            Issued                                  8,367              56,675

            Redeemed                                    -             (1,212)

            Reinvested from Dividends                   -                   -
                                          -----------------   -----------------

            Net Increase in Shares                  8,367              55,463

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

     Large Capitalization Growth
           Issued                                   7,611              83,457

           Redeemed                                     -                (980)

           Reinvested from Dividends                    -                   -
                                         ----------------- -------------------

           Net Increase in Shares                   7,611              82,477
                                         ----------------- -------------------

    Small Capitalization
           Issued                                   7,276              24,889

           Redeemed                                     -               (729)

           Reinvested from Dividends                    -                   -
                                        -----------------  -------------------
           Net Increase in Shares                   7,276              24,160
                                         ----------------- -------------------

    International Equity
           Issued                                   5,159              30,308

           Redeemed                                     -             (1,399)

           Reinvested from Dividends                   -                   -
                                        -----------------  -----------------

           Net Increase in Shares                5,159              28,909
                                        ----------------- -------------------

  Investment Quality Bond
           Issued                                6,465              29,380

           Redeemed                                (5)               (843)

           Reinvested from Dividends                18                 225
                                       -----------------  -----------------

           Net Increase in Shares                6,478              28,762

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

  Municipal Bond
           Issued                                  837               4,598

           Redeemed                                  -               (815)

           Reinvested from Dividends                3                  18
                                         -----------------  -----------------
           Net Increase in Shares                  840               3,801
                                         ----------------- -------------------

  U.S. Government Money Market
           Issued                               70,317             350,624

           Redeemed                                  -            (56,688)

           Reinvested from Dividends               153               1,522
                                          ----------------- -----------------
           Net Increase in Shares               70,470             295,458

                                         ----------------- -------------------
* Commencement of offering



6.    CAPITAL LOSS CARRYFORWARDS

At August 31,  1999,  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:

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



   Name of Portfolio                           Total           2005           2006          2007

   U.S. Government Money Market Portfolio     $2,309            $32           $187        $2,090
</TABLE>

In accordance  with U.S.  Treasury  regulations,  the following  Portfolios have
incurred and will elect to defer  realized  capital losses Arising after October
31, 1998  ("Post-October  losses").  Such losses are treated for tax purposes as
arising  on the  first  business  day  of  the  Portfolio's  next  taxable  year
(September 1, 1999).

                                                       Capital
                                                       Losses
                                                  ------------------
  Large Capitalization Value Portfolio                       $
                                                                  -
  Large Capitalization Growth Portfolio
                                                                  -
  Small Capitalization Portfolio
                                                                  -
  International Equity Portfolio
                                                                  -
  Investment Quality Bond Portfolio                          24,365
  Municipal Bond Portfolio
                                                                  -
  U.S. Government Money Market Portfolio                         54




- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (For a share outstanding throughout each period)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>

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

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




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


Large Capitalization Value Portfolio (Class I)

Year Ended August 31,
   1999              $18.15  $0.13   $3.40       $3.53    ($0.09)     ($1.00)    $20.59     19.84%  $78,484  1.10%(4) 0.84%(4)  67%
Year Ended August 31,
   1998              18.57   0.14    0.07        0.21     (0.39)      (0.24)     18.15      0.96%   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)     18.57     31.37%   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)     14.45     19.73%   18,274   1.28%(1) 0.97%(1)   26%
September 2, 1994 (2)
To August 31, 1995   10.00(3) 0.15    2.20        2.35     (0.05)      --        12.30     23.60%    5,515   0.40%(1,4)2.29%(1,4)33%
</TABLE>


(1) During the fiscal  years ended  August  31,1999,  August 31, 1998 and 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 1.12% and
0.86%  respectively,  for the year  ended  August  31,  1999,  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 (Class I)

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



Year Ended August 31,
   1999           $17.83    ($0.09)  $9.65     $9.56     --           $(0.41)   $26.98    54.03%   $115,586  1.02%(4) (0.36%)(4) 39%

Year Ended August 31,
   1998
                 17.87     (0.07)    0.81        0.74     -           (0.78)     17.83     3.91%    66,537   1.18%(1)(0.34%)(1) 45%
Year Ended August 31,
   1997          13.16    (0.02)     4.73        4.71     --          --         17.87    35.79%     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 31, 1995 10.00(3) 0.02    2.85        2.87     (0.01)       --         12.86     28.77%   11,107  0.51%(1,4) 0.32%(1,4)23%
</TABLE>

(1) During the fiscal  years ended  August  31,1999,  August 31, 1998 and 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 1.02% and
(0.36%)  respectively,  for the year ended August 31,  1999,  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.

<TABLE>

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

Small Capitalization Portfolio (Class I)
Year Ended August 31,
   1999              $9.82   ($0.05)   $3.02       $2.97      --       $ (2.69)  $10.10  34.91%  $38,225  1.21%(4)  (0.60%)(4)   32%
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)  15.05   18.07%  28,781  1.30%(1)  (0.70%)(1)  162%
Year Ended August 31,
   199               12.62    (0.09)   1.44        1.35     ($0.00)      (0.39)   13.58   11.03%  22,071  1.25%(1)  (0.83%)(1)   95%
September 2, 1994 (2)
to August 31, 1995   10.00(3) 0.02     2.61        2.63       (0.01)      --      12.62   26.38%  15,103  0.42%(1,4) 0.07%(1,4) 111%
</TABLE>


(1) During the fiscal  years ended  August  31,1999,  August 31, 1998 and 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 1.31% and
(0.70%),  respectively,  for the year ended  August 31,  1999,  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.

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

International Equity Portfolio (Class I)

Year Ended August 31,
   1999           $10.92    $0.11       $2.25       $2.36    ($0.10)      --    $13.18  21.70%  $28,743   1.45%(4)  1.00%(4)    46%

Year Ended August 31,
   1998           10.74    0.13        0.09        0.22     (0.04)      -       10.92   2.08%   18,967   1.40%(1)   1.14%(1)    58%
Year Ended August 31,
   1997          9.59      0.23        1.12        1.35     (0.20)      --      10.74  14.39%   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 31, 1995 10.00(3) 0.05      (0.71)      (0.66)     (0.01)      --     9.33   (6.61%)   2,907   0.38%(1,4) 1.03%(1,4)   36%
</TABLE>

(1) During the fiscal years ended August 31,1997, August 31, 1998 and August 31,
1999,  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 1.49% and
1.04%  respectively,  for the year  ended  August  31,  1999,  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  20.15%  and  (14.99%),
annualized,  respectively,  for the period  September 2, 1994  (commencement  of
operations) to August 31,1995.

<TABLE>
<S>                <C>   <C>       <C>               <C>      <C>         <C>    <C>      <C>   <C>  <C>   <C>   <C>   <C>  <C>  <C>
Investment Quality Bond Portfolio (Class I)

Year Ended August 31,
   1999      $10.29      $0.49  ($0.35)       $0.14    ($0.49)     ($0.06)      $9.88    1.33%     $41,070 1.05%(4) 4.85%(4)   62%
Year Ended August 31,
   1998       10.09       0.50    0.21        0.71     (0.50)      (0.01)       10.29    7.21%      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 31, 1995 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%
</TABLE>


(1) During the fiscal  years ended  August  31,1999,  August 31, 1998 and 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 1.06% and
4.86%,  respectively,  for the year  ended  August  31,  1999,  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.


<TABLE>
<S>                <C>   <C>       <C>               <C>      <C>         <C>    <C>      <C>   <C>  <C>   <C>   <C>   <C>  <C>  <C>
Municipal Bond Portfolio (Class I)

Year Ended August 31,
   1999    $10.72         $0.42     ($0.68)     ($0.26)    ($0.42)  ($0.04)      $10.00   (2.55%) $11,556  1.20%(4) 3.96%(4)   23%
Year Ended August 31,
   1998    10.33          0.43        0.42        0.85     (0.44)      (0.02)     10.72    8.42%   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 31, 1995 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%
</TABLE>


(1) During the fiscal  years ended  August  31,1999,  August 31, 1998 and 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 1.68% and
4.54%  respectively,  for the year  ended  August  31,  1999,  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.

<TABLE>
<S>                <C>   <C>       <C>               <C>      <C>         <C>    <C>      <C>   <C>  <C>   <C>   <C>   <C>  <C>  <C>
U.S.Government Money Market Portfolio (Class I)

Year Ended August 31,
   1999     $1.00       $0.044    $0.00      $0.044   $(0.044)        $  -      $1.000    4.11%   $48,358  1.00%(4)  4.02%(4)  n/a
                                                                                                     -
Year Ended August 31,
   1998
            1.00         0.045     -           0.045     (0.045)                1.000    4.59%    38,492  1.12%(1)   4.41%(1)  n/a
 Year Ended August 31,
   1997     1.00         0.043     0.000       0.043    (0.043)      --         1.000    4.41%    28,572  1.12%(1)   4.31%(1)   n/a
Year Ended August 31,
   1996     1.00         0.044     0.000       0.044    (0.044)      --         1.000    4.47%    22,906  1.13%(1)   4.30%(1)   n/a
September 2, 1994 (2)
to August 31, 1995 1.00(3) 0.052       0.000       0.052    (0.052)      --     1.000    5.36%     5,072  0.40%(1,4) 5.38%(1,4) n/a
</TABLE>


(1) During the fiscal  years ended  August  31,1999,  August 31, 1998 and 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 1.02% and
4.04%,  respectively,  for the year  ended  August,  31 1999,  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.

<TABLE>

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

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




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


Large Capitalization Value Portfolio (Class B)

January 4, 1999 (1)
 to August 31, 1999
              $ 20.21  $  (0.02)    $  0.31      $0.29      $    -      $   -   $ 20.50  1.43%     $ 172   1.72%(2) (0.53%)(2)  67%

</TABLE>
(1) During the fiscal year ended August  31,1999,  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 2.21% and 1.02% respectively, for the year ended August 31, 1999


<TABLE>

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


Large Capitalization Growth Portfolio (Class B)

January 4, 1999 (1)
to August 31, 1999
             $ 24.74   $ (0.04)    $   2.05     $ 2.01       $   -       $    - $ 26.75  8.12%     $204    1.19%(2) (0.73%)(2)   39%

</TABLE>

(1) During the fiscal year ended August  31,1999,  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 3.31% and (2.86%) respectively, for the year ended August 31, 1999

<TABLE>

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


Small Capitalization Portfolio (Class B)

 January 4, 1999 (1)
   to August 31, 1999
             $  9.33  $ (0.02)   $ 0.73        $  0.71       $  -       $   -   $ 10.04   7.61% $73     1.42%(2)  (1.02%)(2)     32%

</TABLE>


(1) During the fiscal year ended August  31,1999,  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 1.43% and  (1.02%)  respectively,  for the year ended  August 31, 1999

<TABLE>

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


International Equity Portfolio (Class B)

 January 4, 1999 (1)
   to August 31, 1999
             $ 12.29  $ (0.02)    $ 0.82    $   0.80     $    -       $ -       $ 13.09   6.51%   $ 68   2.16%(2)   (0.77%)(2)   46%

</TABLE>

(1) During the fiscal year ended August  31,1999,  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 2.84% and (1.45%) respectively, for the year ended August 31, 1999


<TABLE>

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


Investment Quality Bond Portfolio (Class B)

 January 4, 1999 (1)
   to August 31, 1999
             $ 10.29  $   0.28     $ (0.41)   $ (0.13)   $ (0.28)     $ -        $9.88   (1.32%)  $ 64  1.07%(2)    2.23% (2)   62%


</TABLE>

(1) During the fiscal year ended August  31,1999,  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 1.13% and 2.29 % respectively, for the year ended August 31, 1999

<TABLE>

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



Municipal Bond Portfolio (Class B)

 January 4, 1999 (1)
   to August 31, 1999
              $ 10.66  $  0.25        $  (0.66)  $  (0.41)    $(0.25)    %   -  $ 10.00   (3.91%)    $8   1.24%(2)  1.76%(2)     23%


</TABLE>


(1) During the fiscal year ended August  31,1999,  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 1.96 % respectively, for the year ended August 31, 1999

<TABLE>

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

U.S. Government Money Market Portfolio (Class B)

 January 4, 1999 (1)
   to August 31, 1999
              $ 1.000  $ 0.022       $   -       $  0.022     $(0.022) $     -  $1.000   1.94%     $ 70   1.06%(2)  1.82%(2)    N/a

</TABLE>


(1) During the fiscal year ended August  31,1999,  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 1.10% and 1.86 % respectively, for the year ended August 31, 1999

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

(1) Commencement of offering.
(2) Not Annualized.

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

<TABLE>

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

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




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




Large Capitalization Value Portfolio (Class C)

 January 4, 1999 (1)
   to August 31, 1999

               $ 20.21   $  0.04    $   0.27   $  0.31        $ -         $ -   $ 20.52    1.53%  $1,138   0.61%(2)   0.56%(2)  67%

</TABLE>


(1) During the fiscal year ended August  31,1999,  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 1.41% and 1.36 % respectively, for the year ended August 31, 1999.

<TABLE>

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


Large Capitalization Growth Portfolio (Class C)

 January 4, 1999 (1)
   to August 31, 1999
              $ 24.74  $ (0.10)      $ 2.14     $ 2.04       $-        $-       $ 26.78    8.25% $2,209  1.22%(2) (0.82%)(2)     39%

</TABLE>

(1) During the fiscal year ended August  31,1999,  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 1.34% and 0.94 %  respectively,  for the year ended  August 31,  1999.

<TABLE>

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


Small Capitalization Portfolio (Class C)

 January 4, 1999 (1)
   to August 31, 1999
             $  9.33  $ (0.02)     $ 0.75     $ 0.73     $   -       $   -      $ 10.06  13.72%   $ 243    1.46%(2)  (1.09%)(2)  32%

</TABLE>

(1) During the fiscal year ended August  31,1999,  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 1.56% and (1.19 %)  respectively,  for the year ended August 31, 1999.

<TABLE>

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


International Equity Portfolio (Class C)

 January 4, 1999 (1)
   to August 31, 1999
                $ 12.29  $ 0.02     $ 0.79      $  0.81       $   -  $    -     $ 13.10   6.59%  $ 380   1.15%(2)  0.20%(2)     46%



</TABLE>

(1) During the fiscal year ended August  31,1999,  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 1.29% and 0.34 % respectively, for the year ended August 31, 1999
<TABLE>

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


Investment Quality Bond Portfolio (Class C)

 January 4, 1999 (1)
   to August 31, 1999
               $ 10.29  $ .28    $  (0.40)     $ (0.12)      $ (0.28)    $ -    $ 9.89   (1.21%) $ 284  1.26%(2)    2.69%(2)    62%


</TABLE>


(1) During the fiscal year ended August  31,1999,  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 2.73 %  respectively,  for the year ended  August 31,  1999.
<TABLE>

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


Municipal Bond Portfolio (Class C)

 January 4, 1999 (1)
   to August 31, 1999
                $ 10.66  $ 0.25    $ (0.68)     $  (0.43)   $  (0.23)    $  -   $ 10.00  (4.12%)   $ 38   0.68%(2)   2.64%(2)    23%


</TABLE>


(1) During the fiscal year ended August  31,1999,  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 1.82% and 3.78 %  respectively,  for the year ended  August 31,  1999.

<TABLE>

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

U.S. Government Money Market Portfolio (Class C)

 January 4, 1999 (1)
   to August 31, 1999
              $ 1.000  $  0.022   $     -      $   0.022     $  (0.022)   $ -   $ 1.000   1.99% $  295     1.22%(2)   2.03%(2)   n/a
                                                      0.022       -           0.022      (0.022)    -

</TABLE>


(1) During the fiscal year ended August  31,1999,  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 1.26% and 2.07 % respectively, for the year ended August 31, 1999.

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

(1) Commencement of offering.
(2) Not Annualized


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

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, 1999,
and the related statements of operations for the year then ended, the statements
of changes in net assets for each of the two years in the period then ended, and
the  financial  highlights  for the years ended August 31, 1999 and 1998.  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 audits. The financial
highlights  for each of the two years in the period then ended,  were audited by
other  auditors  whose report dated October 29, 1997,  expressed an  unqualified
opinion on the financial highlights.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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 and financial  highlights.  Our procedures  included  confirmation of
securities owned as of August 31, 1999, 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  audited by us present  fairly,  in all material  respects,  the financial
position  of  each  of  the  respective  portfolios  constituting  The  Saratoga
Advantage  Trust at August 31, 1999,  and the results of its  operations for the
year then ended,  and the changes in its net assets for each of the two years in
the period then ended and the financial  highlights for each of the two years in
the  period  then  ended  in  conformity  with  generally  accepted   accounting
principles.


ERNST & YOUNG LLP


New York, New York
October 15, 1999

- --------------------------------------------------------------------------------
TAX INFORMATION
- --------------------------------------------------------------------------------



We are  required  by  subchapter  M of the  Internal  Revenue  Code of 1986,  as
amended,  to advise  you  within  60 days of each  portfolio's  fiscal  year end
(August  31,  1999) as to the federal  tax status of  distributions  received by
shareholders during such fiscal year. Accordingly,  we are advising you that the
following  distributions  paid  during the fiscal  year by the  Portfolios  were
derived from the following sources:

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

                                                       Net                                       Long-Term            Dividend*
                                                    Investment           Short-Term            Capital Gains          Received
                                                      Income           Capital Gains**          (20% rate)            Deduction
                                                ------------------- --------------------------------------------- ------------------
 Large Capitalization Value Portfolio                    $ 238,346              $ 269,062            $ 2,335,206             56.05%
 Large Capitalization Growth Portfolio                           -                      -              1,644,127
 Small Capitalization Portfolio                                  -              6,166,520                719,095              5.38%
 International Equity Portfolio                            173,213                      -                      -
 Investment Quality Bond Portfolio                       1,952,712                128,391                 96,632
 Municipal Bond Portfolio***                               430,592                  9,258                 34,008
 U.S. Government Money Market Portfolio                  1,821,252                      -                      -

</TABLE>


In addition,  the Saratoga  Advantage  Trust -  International  Equity  Portfolio
intends to make an election  under  Internal  Revenue  Code  Section 853 to pass
through  foreign  taxes paid by the  portfolio  to its  shareholders.  The total
amount of foreign taxes paid that may be passed through to the  shareholders for
the fiscal year August 31, 1999 is $49,719.

*    Percentage of ordinary income dividends  qualifying for the dividends
     received deduction available to corporate shareholders.

**   Taxable as ordinary income.

***  The Portfolio's net investment income is tax exempt.

Since  each  Portfolio's   fiscal  year  is  not  the  calendar  year,   another
notification  will  be  sent  with  respect  to the  calendar  year  1999.  Such
notification,  which  will  reflect  the  amount  to be  used by  calendar  year
taxpayers on their federal income tax returns,  will be made in conjunction with
Form 1099 DIV and will be mailed in January  2000.  Shareholders  are advised to
consult  their own tax advisers  with respect to the tax  consequences  of their
investment in each of the Portfolios.




                                           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




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