SARATOGA ADVANTAGE TRUST
N-30D, 1999-04-30
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          THE SARATOGA ADVANTAGE TRUST
                 SEMI ANNUAL REPORT
               AS OF FEBRUARY 28, 1999





                  TABLE OF CONTENTS




 President's                                                              
 Letter                                                             Page 1 
                                                                           
 Investment                                                                     
 Review                                                             Page 3 
                                                                           
 Schedules of                                                                   
 Investments                                                        Page 10
                                                                           
 Statements of Assets and                                                       
 Liabilities                                                        Page 31
                                                                           
 Statements of                                                                  
 Operations                                                         Page 32
                                                                           
 Statements of Changes in Net                                                   
 Assets                                                             Page 33
                                                                           
 Notes to Financial                                                             
 Statements                                                         Page 35
                                                                           
 Financial                                                                      
 Highlights                                                         Page 39
                                                                    













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


<PAGE>




                              TRUSTEES AND OFFICERS



     Bruce E. Ventimiglia                    Trustee, Chairman, President & CEO
     Patrick H. McCollough                   Trustee
     Udo W. Koopmann                         Trustee
     Floyd E. Seal                           Trustee
     Scott C. Kane                           Vice President & Secretary
     Stephen Ventimiglia                     Vice President
     William 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


     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



<PAGE>


3










                          THE SARATOGA ADVANTAGE TRUST

                       Semi-Annual Report to Shareholders




April 17, 1999



Dear Shareholder:

We are pleased to provide  you with this  semi-annual  report on the  investment
strategies and  performance of the  portfolios in the Saratoga  Advantage  Trust
(the "Trust").

This report  covers the six months from  September 1, 1998 through  February 28,
1999, a period of positive  domestic stock and bond investment  returns.  During
this period of time, the portfolios in the Trust all reported positive returns.

On March 29,  1999,  the Dow Jones  Industrial  Average  made history by closing
above  10,000 for the first time since it was launched by Charles Dow nearly 103
years ago at 40.94 points. While this is an important historic milestone for the
Dow,  1998 proved to be a year in which  taking the  performance  of indicies at
face  value  could  be  very  misleading.  For  example,  the  NASDAQ  Index  (a
capitalization  weighted  index of  4,600  stocks)  was up 40% in  1998.  On the
surface,  it  appears  as though  these  stocks  performed  exceptionally  well.
However,  when you peel the cover off of this index you  discover  that 20 large
capitalization technology stocks (including Microsoft,  Cisco and Dell Computer)
accounted for 85% of the NASDAQ's gain. If you remove the top 20 stocks from the
NASDAQ Index and calculate an unweighted  average for the remaining 4,580 stocks
you  actually  come up with a loss of 4% for the year!  The same was true,  to a
lesser  degree,  of the S&P 500. The wide variance in performance in the S&P 500
was  exacerbated by the wide  divergence  between the value and growth styles of
money management. In 1998, the S&P 500 Index gained 28.6%; again, on the surface
all appears  well.  However,  beneath the surface of the S&P 500 you find one of
the largest performance divergences ever between the value and growth styles. In
1998,  the S&P/Barra  Value Index gained 14.9% while the S&P/Barra  Growth Index
nearly tripled the value index, returning 42.4%. While unpredictable  short-term
divergences  abound and styles  over  short time  horizons  can go in and out of
favor,  nothing has occurred on the investment horizon that should alter a sound
long-term strategy.

                 Stay Focused On Your Long-Term Investment Goals

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. We are
proud to be able to offer you the ability to access  multiple  investment  asset
classes through the Trust's portfolios.  These portfolios are managed by some of
the  world's  leading  institutional  investment  advisory  firms.  Each  of the
advisors  has been  selected  on the  basis  of  their:  investment  philosophy,
research   capabilities,   long-term  investment   performance,   organizational
stability  and other key  factors.  This  diversity  of  portfolio  structure is
designed  to give  you the  opportunity  to  efficiently  implement  your  asset
allocation  strategy  to create a balanced  portfolio  in  accordance  with your
investment goals and objectives.

When reviewing the performance of the  institutional  investment  advisory firms
that manage the portfolios of the Trust,  and the  performance of money managers
in general, please remember that it is not unusual for managers' returns to vary
significantly from their benchmark indices over short-term  measurement  periods
such as several quarters. In fact, the more volatile the style of management the
more  likely  it is to have  significant  deviations  from the index it is being
measured against over short-term measurement periods.

Following  you will find specific  information  on the  investment  strategy and
performance of each of the portfolios.  Please speak with your financial advisor
if you have any questions about your investment in the Saratoga  Advantage Trust
or your allocation of assets among the portfolios.

We remain  dedicated to serving your investment  needs.  Thank you for investing
with us.


Best wishes,





Bruce E. Ventimiglia
Chairman, President and
Chief Executive Officer



<PAGE>



                      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>  

            Total Aggregate                 Large Capitalization        Lipper Capital
 Return for the Period Ended February               Value             Appreciation Funds
               28, 1999                          Portfolio (                Index1
                                                  Class I )
- ----------------------------------------    ----------------------    --------------------

     9/1/94 (inception) - 2/28/99*                  19.8%                    18.2%

           3/1/98 - 2/28/99                         2.8%                     11.1%

           9/1/98 - 2/28/99                         14.7%                    29.5%

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


The Saratoga Large  Capitalization Value Portfolio invests in a diverse group of
companies  chosen for their  superior  business  characteristics  and reasonable
stock market  valuations.  We remain  disciplined  in our  philosophy  of buying
undervalued  companies  that are  dominant in their  industries,  generate  high
returns and use their free cash flow to increase  shareholder  value. The strong
contributors to the portfolio performance for six months ended February 28, 1999
included  Rockwell   International   Corporation,   WPP  Group  PLC,   McDonalds
Corporation, AFLAC Inc., and Freddie Mac.

The  Portfolio  owned the common stocks of 38 companies as of February 28, 1999.
The five largest holdings  included XL Capital  (formerly known as EXEL Ltd.,) a
strongly  capitalized  specialty insurance company;  Dover Corporation,  a major
manufacturer  of  elevators  and  elevator  products;   Textron  Inc.,  a  major
manufacturer of aircraft and utility vehicle products; Wells Fargo & Co., one of
the largest  commercial  banking  institutions;  and AlliedSignal  Inc., a major
manufacturer of aerospace and automotive products.

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,  levaraging,  purchasing  unregistered
     securities,  purchasing  options,  etc.  (the  funds  may take  large  cash
     positions).

     Past performance is not predictive of future performance.


<PAGE>



                      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>
            Total Aggregate                 Large Capitalization
         Return for the Period                     Growth               Lipper Growth
        Ended February 28, 1999                  Portfolio (             Funds Index1
                                                  Class I )
- ----------------------------------------    ----------------------    -------------------

     9/1/94 (inception) - 2/28/99*                  25.5%                   22.0%

           3/1/98 - 2/28/99                         31.3%                   17.5%

           9/1/98 - 2/28/99                         49.0%                   31.9%

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



At various times during 1998, the volatility of the financial markets was enough
to make an  investor  dizzy.  Sixty-two  times  during  the year  the Dow  Jones
Industrial  Average  moved  up or down by more  than  100  points.  Despite  the
volatility, the year ended on a positive note, with stock market indices closing
at all-time highs and U.S. Treasury prices also near record levels.

While Harris  Bretall  forecasts a somewhat  weaker  economy in 1999 relative to
1998,  we do not expect a dramatic  reduction  in the growth  rate of  corporate
earnings.  The key  fundamentals  for  investors to focus on remain  sustainable
economic growth,  dormant inflation,  accommodative  monetary policy,  continued
earnings growth, stable interest rates and liquidity driven demand for financial
assets.

This economic  environment  has been called the  "virtuous  cycle," but for many
companies  it has  been a tough  environment  ---  witnessed  by the  fact  that
corporate profits were up only 5%. Harris Bretall believes that those companies,
which have been able to prosper during the past several years,  will continue to
do well in 1999.  With the projection of continued  growth through the remainder
of the decade and the Dow  reaching  the 10,000  level,  the  portfolio  for the
future should focus on large U.S.  multinational  companies with a concentration
in consumer franchises, high technology,  health care and financial services. As
of February  1999, the Portfolio was invested in 44 stocks.  The  combination of
stocks in the Saratoga  Advantage Trust Large  Capitalization  Portfolio  Harris
Bretall  believes  is an example of a portfolio  prepared  to lead the  market's
charge upward.

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.

     Past performance is not predictive of future performance.


<PAGE>


                         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>

            Total Aggregate                        Small                 Lipper Small
         Return for the Period                 Capitalization          Cap Funds Index1
        Ended February 28, 1999                  Portfolio
                                                ( Class I )
- ----------------------------------------    ---------------------    ---------------------

     9/1/94 (inception) - 2/28/99*                  6.3%                    11.0%

            3/1/98 -2/28/99                        -30.5%                   -13.2%

            9/1/98-2/28/99                         14.5%                    15.9%


*Annualized performance for periods greater than one year

</TABLE>


While the long awaited bull market in small cap stocks has not yet materialized,
their  absolute  return  has  turned  positive,  as  have  the  results  of your
Portfolio. However, the potential major relative move, which we believe could be
of historic proportion, is still ahead of us.

During the last six  months,  the stand out sectors of your  Portfolio  were the
Consumer  Discretionary,  Producer  Staples,  Producer  Durables and  Technology
sectors.   Within  the  Consumer  Discretionary  category,  Toro  is  a  leading
manufacturer and distributor of consumer mowing and turf maintenance  equipment,
as well as irrigation systems for golf courses.  In the Producer Staples sector,
Ball Corporation is a major producer of metal and plastic packaging products for
beverages and foods.  Ball Corp. has recently  acquired the majority of Reynolds
Metals global beverage can businesses.  In the Producer Durable sector, Teleflex
is a manufacturer  of high technology  hardware in the  commercial,  medical and
aerospace  industries.  Teleflex is  recognized as a  particularly  well managed
company with a long history of superior  results.  In 1998 the company  produced
its twenty fourth  consecutive record year with a 25% increase in revenue and an
18% increase in net income. In the Technology sector, Sterling Software develops
and markets  software and related  services.  The company has been an aggressive
acquirer  of  software  businesses  including  the  1997  acquisition  of  Texas
Instruments  software division.  These and the other smaller stocks, with strong
fundamentals  and the lowest  valuations  in the past  twenty  years,  portend a
return to the superior  historical  performance of the smaller cap companies and
of your Portfolio.


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.

     Past performance is not predictive of future performance.


<PAGE>


                         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>
                                            International            Morgan Stanley
            Total Aggregate                 Equity                     EAFE Index
         Return for the Period              Portfolio                (U.S. Dollars)1
        Ended February 28, 1999             ( Class I )
- ----------------------------------------    -------------------    --------------------

     9/1/94 (inception) - 2/28/99*                 4.7%                   6.8%

           3/1/98 - 2/28/99                        2.8%                   5.0%

           9/1/98 - 2/28/99                        8.7%                   13.8%

*Annualized performance for periods greater than one year

</TABLE>


Over the past six months  global  stockmarkets  have  provided  strong  returns.
Monetary easing has provided some reassurance  that a serious economic  downturn
can be avoided in the West.  The U.S.  economy  continues  to grow  strongly and
there are some tentative signs in the Far East that the pace of deterioration is
starting to slow down.  Against  this  backdrop the Far East  stockmarkets  have
provided strong performance  boosted by lower interest rates and a strengthening
yen. The yen appreciated sharply against all major currencies,  reflecting lower
interest  rates in the U.S.  and Europe,  and  Japan's  rising  current  account
surplus.

Global economic growth is expected to improve in 2000,  after bottoming in 1999.
Equity  market  prospects  depend  upon  whether  the benign  conditions  of low
inflation with reasonable  economic  growth can be maintained.  If they can be -
and we  believe  this is the  most  likely  scenario  - equity  returns  will be
reasonable,  but will  depend  much  more on  earnings  growth.  We still  favor
Continental  European equities because the medium term earnings prospects remain
relatively  good. We remain  cautious on Japanese  equities,  with policy makers
still suggesting that they have little will to resolve the deep-seated problems.
The recent rise in the yen does not help the case.

As of February,1999 the major weightings in the Portfolio were as follows: 60.6%
in Continental  Europe,  24.1% in the United Kingdom,  5.4% in Japan and 3.9% in
the Far East (ex-Japan).

Recent Portfolio additions include:  Pohang Iron & Steel, the second largest and
most efficient steel producer in the world and the only fully  integrated  steel
producer  in  South  Korea;   and  Vodafone,   a  leading   provider  of  mobile
telecommunication services in the UK.

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.


<PAGE>


                        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>
                                                                          Lipper
                                            Investment Quality      Short-Intermediate
            Total Aggregate                 Bond                     Investment Grade
         Return for the Period              Portfolio                   Debt Funds
        Ended February 28, 1999             ( Class I )                   Index1
- ----------------------------------------    --------------------    --------------------

     9/1/94 (inception) - 2/28/99*                 5.7%                    6.6%

           3/1/98 - 2/28/99                        4.5%                    5.3%

           9/1/98 - 2/28/99                        1.1%                    1.5%

*Annualized performance for periods greater than one year

</TABLE>


The Portfolio seeks to provide high income by investing  primarily in investment
grade  bonds  with  maturities  between 2 and 10 years.  In the 12 months  ended
February 28, 1999, the Portfolio distributed dividends of $.49 per share.

Investments  are normally  divided  approximately  evenly between U.S.  Treasury
securities  and  Corporate  and  Government  Agency   securities.   Due  to  the
historically large yield advantage of Government Agency and Corporate bonds over
Treasuries, Corporate and Government Agency securities comprise approximately 75
% of the Portfolio at this time.

Fox will  continue to focus on those  instruments  that offer  improving  credit
quality,  liquidity, and the highest possible total return. Due to the challenge
of trying to preserve principal in the current volatile market environment,  Fox
is maintaining a conservative investment posture with an average maturity of 3.8
years, and an average duration of 3.2 years in the Portfolio.

Other  Portfolio  statistics  as of February  28,  1999 are as follows:  Average
weighted  yield-to-maturity  was 6.4%, average weighted coupon was 6.5%, and the
average Moody's Rating was A1 with 33 fixed income issues held.

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.

     Past performance is not predictive of future performance.


<PAGE>


                            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>
                                                                      Lipper General
            Total Aggregate                 Municipal Bond            Municipal Debt
         Return for the Period              Portfolio ( Class          Funds Index1
        Ended February 28, 1999             I )
- ----------------------------------------    --------------------    --------------------

     9/1/94 (inception) - 2/28/99*                 6.1%                    7.2%

            3/1/98-2/28/99                         5.2%                    5.2%

            9/1/98-2/28/99                         1.7%                    1.9%

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


Though the markets were extremely  volatile over the past six months,  yields on
longer term  municipal  bonds were little  changed from the end of August to the
end of February.  During the six month span, the Federal  Reserve  lowered short
term rates  three  times in response to global  economic  panic  exacerbated  by
Russian  devaluations  and bond  defaults  as well as Latin  America  and  Asian
financial  upheaval.  The long treasury bond yield moved to 4.75% as world money
poured into the safe haven of  treasuries.  Municipals,  as well as spread fixed
income securities,  underperformed  during this period as treasuries took center
stage.  Municipal  long term yields were at parity with  treasury  yields before
factoring  in the  considerable  tax  advantages.  As fears abated after the new
year, and it appeared that the domestic economy would continue to steamroll, the
bond market sold off rather  dramatically  and the long treasury bond yield rose
to 5.64% at February month end. At this time of bond market weakness, municipals
outperformed  treasuries  as they had become so cheap to  treasuries  during the
flight to quality. They are still historically inexpensive, but are more in line
than they were at the time of global panic.

Despite the  volatility,  we continued to be  constructive on the bond market as
inflation  remained on a downward  spiral.  We  maintained a duration of 8 years
which is slightly  longer than the major  municipal bond  indicies.  The average
maturity of the Portfolio is 18 years.  We continued to  overweight  the general
obligation  and insured  sectors of the municipal  market.  General  obligations
credit standing is strong due to the healthy economy, and the insured segment of
the market holds value due to the oversupply of insured bonds and the compressed
credit spreads in the market. Currently, 69% of the Portfolio is rated AAA.

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.

     Past performance is not predictive of future performance.


<PAGE>


                     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>

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

                2/28/99                                4.2%                          4.7%

            Total Aggregate                    U.S. Government Money         Lipper U.S. Treasury
         Return for the Period                  Market Portfolio (                  Money
        Ended February 28, 1999                      Class I )                  Market Index1
- ----------------------------------------      ------------------------      -----------------------

     9/1/94 (inception) - 2/28/99*                     4.7%                          4.9%

           3/1/98 - 2/28/99                            4.4%                          4.6%

           9/1/98 - 2/28/99                            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
February 28, 1999 due to the higher yields versus  Treasury  Bills.  The average
dollar-weighted Portfolio maturity was 69 days compared with a maximum allowable
average  maturity of 90 days.  The Fed Funds rate has fallen from 5.50% to 4.75%
over the last six months. In an environment of low inflation and strong economic
growth,  the average  maturity of the Portfolio has remained in a range of 56 to
76 days since last fall.

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 indicative of future results.


<PAGE>




















                       This page intentionally left blank.






February 28, 1999                                                               
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LARGE CAPITALIZATION VALUE PORTFOLIO

Principal                                                    
 Amount                                                          Value
- -----------                                                  --------------
- -----------                                                  --------------
              SHORT-TERM CORPORATE/GOVERNMENT NOTES - 19.37%

              Federal Home Loan Bank Discount Notes - 2.15%
   185,000    4.73% due 03/05/99                              $    184,903
 1,265,000    4.68% due 03/24/99                                 1,261,217
                                                                 1,446,120


              Miscellaneous Financial Services - 17.22%
              Ford Motor Credit Company,
   935,000        4.80% due 03/02/99                               934,875
              Chevron USA Inc.,
 2,200,000        4.80% due 03/04/99                             2,199,120
              General Electric Capital Corporation,
 2,500,000        4.81% due 03/09/99                             2,497,329
              American Express Credit Corp.,
 3,000,000        4.80% due 03/10/99                             2,996,400
              John Deere Capital Corporation,
 2,936,000        4.81% due 03/17/99                             2,929,723
                                                                11,557,447


  Total Short-Term Corporate/Government Notes 
             (Cost-$13,003,567)                              $  13,003,567


  Shares                                             
- -----------
- -----------
              COMMON STOCKS - 89.72%

              Advertising - 2.85%
    24,000    WPP Group PLC                                    $ 1,911,000


              Aerospace - 5.67%
    54,000    AlliedSignal, Inc                                  2,234,250
    26,000    General Dynamics Corporation                       1,571,375
                                                                 3,805,625


              Airlines 2.48%
    30,000    AMR, Corp*                                         1,663,125


              Banking - 8.44%
    23,000    BankBoston Corporation                                930,063
    37,000    Citigroup, Inc                                      2,173,750
    69,660    Wells Fargo Company                                 2,560,004
                                                                  5,663,817


              Chemicals - 1.48%
    19,400    E.I. du Pont de Nemours and Company                   995,463





                                                         10
February 28, 1999
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LARGE CAPITALIZATION VALUE PORTFOLIO (cont'd)                     

   Shares                                                           Value
- --------------                                               ---------------
- --------------                                               ---------------
             Computer Software - 2.81%
   45,000    Computer Associates International, Inc         $    1,890,000

             Electronics - 5.41%
   21,000    Motorola, Inc                                       1,475,250
   48,500    Rockwell International Corporation                  2,155,218
                                                                 3,630,468


             Financial Services - 2.85%
   17,200    Countrywide Credit Industries, Inc                    651,450
   21,400    Federal Home Loan Mortgage Corp                     1,259,925
                                                                 1,911,375


             Healthcare - 0.92%
   31,250    Tenet Healthcare Corporation*                         615,234


             Insurance - 29.19%
   32,100    Ace, Ltd                                              874,725
   23,900    AFLAC, Inc                                          1,054,587
    4,837    American International Group, Inc                     551,116
  150,000    Chubb Corp                                          8,962,500
   45,576    Conseco, Inc                                        1,364,432
   53,000    Everest Reinsurance Holdings, Inc                   1,758,937
    6,000    Nac Re Corp                                           324,375
   41,000    PartnerRe Ltd                                       1,773,250
   47,792    XL Capital Ltd Class A                              2,927,260
                                                                19,591,182


             Leisure - 1.46%
   22,000    Carnival Corporation                                  979,000


             Machinery/Equipment - 5.45%
   17,600    Caterpillar, Inc                                       801,900
   84,000    Dover Corporation                                    2,856,000
                                                                  3,657,900


             Manufacturing - 3.95%
   34,000    Textron, Inc                                         2,652,000


             Medical Products -0.87%
   17,360    Becton, Dickinson and Company                          581,560


             Metals/Mining - 2.09%
   19,000    Minnesota Mining & Manufacturing Company             1,407,188







                                                      11
February 28, 1999
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LARGE CAPITALIZATION VALUE PORTFOLIO (cont'd)

      Shares                                                     Value
  ---------------                                            ---------------
  ---------------                                            ---------------
                       Office Supplies - 3.12%
          39,000       Avery Denison Corporation              $   2,093,812


                       Paper Products - 1.78%
          40,000       Fort James Corporation                     1,195,000


                       Restaurants - 2.28%
          18,000       McDonalds Corporation                      1,530,000

                       Retail - 1.65%
          18,650       May Department Stores Company              1,105,013


                       Telecommunications - 3.09%
           8,000       Sprint Corporation                           686,500
          26,000       US West, Inc                               1,386,125
                                                                  2,072,625

                       Textiles 0.38%
          21,000       Unifi, Inc                                   253,313


                       Transportation - 1.50%
          29,000       Canadian Pacific Limited                     538,313
          12,000       Sabre Group Holdings, Inc.*                  471,000
                                                                  1,009,313


  Total Common Stocks (Cost-$52,384,123)                       $ 60,214,011

  Total Investments (Cost-$65,387,690)           109.09%       $ 73,217,580

  Other Liabilities in Excess of Other Assets    (9.09%)         (6,098,134)


  Total Net Assets                               100.00%      $ 67,119,446
















     * Non-income producing security.

     See accompanying notes to financial statements.
                                                            12

February 28, 1999                                      
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LARGE CAPITALIZATION GROWTH PORTFOLIO

  Shares                                                         Value
- -------------                                             ------------------
- -------------                                             ------------------
             COMMON STOCKS - 99.57%

             Advertising - 2.31%
  32,000     Interpublic Group of Companies, Inc           $    2,394,000

             Banking - 6.72%
  33,000     BankAmerica Corporation                            2,155,313
  41,000     Citigroup, Inc                                     2,408,750
  65,000     Wells Fargo Company                                2,388,750
                                                                6,952,813


             Computer Hardware - 9.13%
  28,000     Cisco Systems, Inc.*                               2,738,750
  53,000     Compaq Computer Corporation                        1,868,250
  26,000     Dell Computer Corporation*                         2,083,250
  27,000     EMC Corporation                                    2,764,125
                                                                9,454,375


             Computer Software - 5.91%
  30,000     America Online, Inc.*                              2,668,125
  23,000     Microsoft Corporation*                             3,452,875
                                                                6,121,000


             Cosmetics/Toiletries - 6.99%
  25,000     Colgate-Palmolive Company                          2,121,875
  47,000     Gillette Company                                   2,520,375
  29,000     Procter & Gamble Company                           2,595,500
                                                                7,237,750


             Data Processing - 2.34%
  61,000     Automatic Data Processing, Inc                     2,424,750


             Electronics - 4.48%
  37,000     Applied Materials, Inc*                            2,058,125
  21,500     Intel Corporation                                  2,578,655
                                                                4,636,780

             Financial Services - 7.78%
  38,000     Charles Schwab Corporation                         2,833,375
  35,000     Merrill Lynch & Company, Inc                       2,686,250
  28,000     Morgan Stanley Dean Witter & Company               2,534,000
                                                                8,053,625


             Insurance - 2.53%
  23,000     American International Group, Inc                  2,620,563





                                        13
February 28, 1999
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LARGE CAPITALIZATION GROWTH PORTFOLIO (cont'd)

     Shares                                                      Value
 -------------                                             ------------------
 -------------                                             ------------------
                Manufacturing - 8.13%
     34,000     General Electric Company                      $    3,410,625
     37,000     Illinois Tool Works, Inc                           2,543,750
     33,000     Tyco International                                 2,456,437
                                                                   8,410,812


                Medical Supplies - 2.18%
     32,000     Medtronic, Inc                                     2,260,000


                Multimedia - 5.14%
     75,000     The Walt Disney Company                            2,639,063
     41,600     Time Warner, Inc                                   2,683,200
                                                                   5,322,263


                Pharmaceuticals - 14.48%
     50,000     Abbott Laboratories                                2,321,875
     18,500     Bristol-Myers Squibb Company                       2,329,844
     31,000     Johnson & Johnson                                  2,646,625
     29,000     Merck & Company, Inc                               2,370,750
     20,000     Pfizer, Inc                                        2,638,750
     48,000     Schering-Plough Corporation                        2,685,000
                                                                  14,992,844


                Retail - 15.50%
     45,000     Dayton Hudson Corporation                          2,815,312
     46,000     Home Depot, Inc                                    2,745,625
     42,000     Kroger Company                                     2,716,875
     45,000     Safeway, Inc.*                                     2,598,750
     52,000     Starbucks Corporation*                             2,749,500
     28,000     Wal-Mart Stores, Inc                               2,418,500
                                                                  16,044,562


                Telecommunications - 4.57%
     23,000     Lucent Technologies, Inc                           2,335,938
     29,000     MCI WorldCom, Inc.*                                2,392,500
                                                                   4,728,438

                Toys - 1.38%
     54,000     Mattel, Inc                                        1,424,250


 Total Investments (Cost-$62,409,660)           99.57%        $  103,078,825
                                                            ------------------
                                                            ------------------

 Other Assets in Excess of Other Liabilities     0.43%               441,591


 Total Net Assets                              100.00%         $ 103,520,416




 *Non - income producing security.

 See accompanying notes to financial statements.
                                                14




February 28, 1999
(Unaudited)
- -------------------------------------------------------------------
- -------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- -------------------------------------------------------------------
SMALL CAPITALIZATION PORTFOLIO

   Shares                                                    Value
- --------------                                          ----------------
- --------------                                          ----------------
                 COMMON STOCKS - 96.62%

                 Banking - 2.65%
       38,000    Commercial Federation Corporation       $      828,875



                 Beverages - 4.61%
       27,000    Canadaigua Brands, Inc.*                     1,441,125


                 Building & Construction - 8.65%
      125,000    American Homestar Corp*                        921,875
       25,000    Champion Enterprises, Inc.*                    492,187
       80,000    Oakwood Homes Corporation                    1,290,000

                                                              2,704,062


                 Computer Hardware - 4.91%
      161,000    Sequent Computer Systems*                    1,534,531


                 Data Processing - 1.31%
       16,000    Sterling Software, Inc                         408,000


                 Electronics - 18.14%
       34,000    Etec Systems, Inc.*                          1,506,625
       36,500    Harman International Industries, Inc         1,396,125
      100,000    Silicon Valley Group, Inc.*                  1,331,250
      111,000    Vishay Intertechnology, Inc.*                1,436,062
                                                              5,670,062


                 Food-Wholesale/Distribution -
                 3.57%
       47,000    Richfood Holdings, Inc                       1,116,250


                 Funeral Services - 2.88%
       60,000    Stewart Enterprises, Inc                       900,000

                 Garden Products - 4.40%
       46,000    Toro Company                                 1,374,250

                 Machinery - 4.48%
       71,321    Albany International, Corp                   1,399,675


                 Manufacturing - 5.57%
        4,300    Ball Corporation                               180,063
       10,000    Harsco Corporation                             280,625
       18,000    Teleflex Incorporated                          640,125
       20,000    Varian Associates, Inc                         640,000
                                                              1,740,813





                                 15
February 28, 1999
(Unaudited)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SMALL CAPITALIZATION PORTFOLIO (cont'd)

     Shares                                                    Value
  --------------                                          ----------------
  --------------                                          ----------------
                   Medical Supplies - 4.34%
         41,000    West Pharmaceutical Services, Inc       $   1,355,563


                   Multimedia -1.76%
         11,000    Media General, Inc                            550,000

                   Musical Instruments - 2.50%
         34,500    Steinway Musical Instruments, Inc.*           782,719

                   Oil/Gas - 9.31%
         76,666    EEX Corporation                                464,787
         28,000    Helmerich & Payne, Inc                         456,750
         56,000    Marine Drilling Companies, Inc.*               357,000
        108,000    Oceaneering International, Inc.*             1,080,000
        110,000    Pride International, Inc.*                     550,000
                                                                2,908,537


                   Restaurants - 9.09%
         62,500    Foodmaker, Inc.*                             1,437,500
         32,000    Outback Steakhouse, Inc.*                    1,404,000
                                                                2,841,500


                   Retail -1.96%
         19,500    ShopKo Stores, Inc.*                          614,250


                   Scientific Instruments - 0.85%
         10,000    EG&G, Inc                                     265,000


                   Steel - 2.97%
         97,000    Oregon Steel Mills, Inc                       927,563


                   Transportation - 2.67%
         35,500    Coach USA, Inc.*                              834,250


                   Total Common Stocks (Cost-$36,473,796)  $  30,197,023
                                                          ----------------
                                                          ----------------

    Principal
     Amount
  --------------
  --------------
                   Repurchase Agreement - 4.17%
                   Repurchase Agreement dated 2/28/99,
                   maturing 3/1/99 with State Street Bank
                   & Trust Company, collateralized by
                   $975,000 U.S. Treasury Bonds, 9.25%
                   due 2/15/16; proceeds $1,302,000
   $1,302,000      (Cost-$1,302,000)                       $   1,302,000 





                                   16
February 28, 1999
(Unaudited)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SMALL CAPITALIZATION PORTFOLIO (cont'd)

                                                                   Value
                                                              ----------------
                                                              ----------------

      Total Investments                     
      (Cost-$37,775,797)                           100.79%      $  31,499,025


      Other Liabilities in Excess of Other                      
      Assets                                       (0.79%)          (247,927)



      Total Net Assets - 100%                     100.00%       $ 31,251,098






       *   Non-income producing security.

      See accompanying notes to financial statements.
                                       17


February 28, 1999                                                
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY PORTFOLIO

 Shares                                                            Value
- ------------                                                     -------------
- ------------                                                     -------------
                  COMMON STOCKS - 94.11%

                  DENMARK - 3.09%
                  Telecommunications
     12,100       Tele Danmark A/S Sponsored ADR                 $    729,025


                  FINLAND - 3.68%
                  Telecommunications
      6,400       Nokia Oyj Sponsored ADR                             868,000

                  FRANCE - 14.41%
                  Banking - 2.85%
     22,900       Societe Generale Sponsored ADR                      672,177


                  Food Products - 2.22%
     10,500       Groupe Danone Sponsored ADR                         524,344


                  Pharmaceuticals - 2.86%
     14,700       Rhoune-Poulenc SA Sponsored ADR                     676,200


                  Oil/Gas - 1.79%
      8,200       Elf Aquitaine SA Sponsored ADR                      423,325


                  Telecommunications - 4.69%
     24,500       Alcatel SA ADR                                      531,344
      6,300       France Telecom S.A. Sponsored ADR                   575,269
                                                                    1,106,613


                  GERMANY - 5.20%
                  Banking - 1.76%
      8,000       Deutsche Bank AG Sponsored ADR                      416,250


                  Machinery - 3.44%
      6,000       Mannesmann AG Sponsored ADR                         811,425


                  Ireland - 3.09%
                  Pharmaceuticals
      9,500       Elan Corporation PLC Sponsored ADR*                 728,531


                  ITALY - 7.69%
                  Oil/Gas - 2.60%
     10,400       ENI Sponsored ADR                                   613,600


                  Telecommunications-  5.09%
     11,400       Telecom Italia SpA Sponsored ADR                  1,202,700


                  JAPAN - 5.44%
                  Manufacturing -1.71%
      1,800       Bridgestone Corporation Unsponsored ADR             402,781


                                           18
February 28, 1999
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY PORTFOLIO (cont'd)

      Shares                                                        Value
- -------------                                                    -------------- 
- -------------                                                    --------------
                   Office Equipment - 1.72%
      18,800       Canon, Inc. Sponsored ADR                      $    406,550



                   Telecommunications - 2.01%                  
                   Nippon Telegraph & Telephone                               
       11,700            Corporation Sponsored ADR                     474,581


                   NETHERLANDS - 9.43%
                   Banking-  3.08%
      13,000       ING Groep N.V. Sponsored ADR                        727,188


                   Food-Retail - 3.11%
      19,000       Koninklijke Ahold NV Sponsored ADR                  733,875


                   Multimedia - 3.24%
      18,600       VNU NV Sponsored ADR                                764,629


                   PORTUGAL  -2.63%
                   Telecommunications
      12,700       Portugal Telecom SA Sponsored ADR                   622,300


                   SOUTH KOREA - 1.59%
                   Steel
      24,000       Pohang Iron & Steel Company Ltd Sponsored ADR       375,000

                   SPAIN - 2.91%
                   Telecommunications
       5,000       Telefonica S.A. Sponsored ADR                       687,500

                   SWITZERLAND - 5.65%
                   Food Products - 2.76%
       6,900       Nestle SA Sponsored ADR                             651,163


                   Pharmaceuticals - 2.89%
       7,800       Novartis ADR                                        684,154


                   UNITED KINGDOM - 24.06%
                   Airport Management - 1.68%
      35,100       BAA PLC Sponsored ADR                               397,546


                   Banking - 2.01%
       3,800       National Westminster Bank PLC Sponsored ADR         475,000


                   Insurance - 3.68%
       8,626       Allied Zurich AG PLC Sponsored ADR*                 254,679
       9,000       Prudential Corporation PLC Sponsored ADR            614,207
                                                                       868,886


                   Manufacturing - 1.93%
      55,600       General Electric Company PLC Unsponsored ADR        454,708


                                                   19
February 28, 1999
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY PORTFOLIO (cont'd)

       Shares                                                        Value
- --------------                                                   ---------------
- --------------                                                   ---------------
                    Oil/Gas - 3.24%
       10,500       BG PLC Sponsored ADR                           $    301,801
       13,800       Shell Transport & Trading Company ADR               463,163
                                                                        764,963

                    Pharmaceuticals - 3.42%
       12,600       Glaxo Wellcome PLC Sponsored ADR                    807,188


                    Retail - 2.10%
       15,400       Boots Company PLC Unsponsored ADR                   496,376


                    Telecommunications - 5.32%
        5,850       British Telecommunications PLC Sponsored ADR      1,027,406
        1,250       Vodafone Group PLC Sponsored ADR                    227,734
                                                                      1,255,140


                    Tobacco - 0.68%
        8,627       British American Tobacco PLC Sponsored ADR          160,671


                    UNITED STATES - 5.24%
                    Closed End Funds
       35,700       WEBS-Belgium, WEBS-World Equity Benchmark Shares    691,688
       62,900       WEBS-Hong Kong, WEBS-World Equity Benchmark Shares  546,444
                                                                      1,238,131


Total Investments (Cost-$20,444,144)            94.11%             $ 22,220,520


Other Assets in Excess of Other Liabilities      5.89%                1,391,575

Total Net Assets                               100.00%             $ 23,612,095





      ADR - American Depositary Receipt

      *  Non-income producing security.

      See accompanying notes to financial statements.
                                                   20


February 28, 1999                                                        
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INVESTMENT QUALITY BOND PORTFOLIO

  Principal    
   Amount                                                            Value
- ---------------                                                 ---------------
- ---------------                                                 ---------------
                U.S. GOVERNMENT NOTES - 43.02%

                U.S. Treasury Notes - 22.49%
  $  7,400,000  6.50% due 08/31/01                               $   7,619,706
       800,000  5.75% due 10/31/02                                     812,813
       400,000  5.75% due 08/15/03                                     406,812
                                                                     8,839,331


                Federal Home Loan Bank - 15.42%
     6,200,000  5.125% due 09/15/03                                  6,061,492


                Federal National Mortgage Association - 5.11%
     2,000,000  5.625% due 03/15/01                                  2,009,380


                Total U.S. Government Notes (Cost-$17,044,029)   $  16,910,203
                                                                ---------------
                                                                ---------------

                CORPORATE NOTES & BONDS - 55.82%

                Aerospace - 3.85%
  $  1,500,000  Raytheon Co., 6.50% due 07/15/05                  $   1,514,474


                Automotive - 3.68%
     1,500,000  TRW, Inc., 6.05% due 01/15/05                         1,446,075


                Banking - 5.32%
       600,000  NationsBank Corp., 5.375% due 04/15/00                  597,845
     1,500,000  ICI Wilmington, 6.95% due 09/15/04                    1,493,565
                                                                      2,091,410


                Broadcasting - 3.61%
       250,000  Cox Communications Inc., 6.375% due 06/15/00            251,898
     1,055,000  EZ Communications CBS 9.75% due 12/01/05              1,165,775
                                                                      1,417,673


                Financial Services - 13.94%
       350,000  Bear Stearns Companies  7.625% due 09/15/99            353,325
       225,000  Ford Motor Credit, 7.75% due 10/01/99                  228,170
       350,000  Associates Corporate N. America, 6.25% due 09/15/00    352,933
     1,000,000  Bear Stearns Companies, 5.75% due 02/15/01             993,570
       250,000  Morgan Stanley MTN, 5.75% due 02/15/01                 249,443
       750,000  BHP Finance USA, 7.875% due 12/01/02                   781,755
     1,500,000  Merrill Lynch, 6.00% due 02/12/03                    1,498,785
     1,000,000  Associates Corp N. America,  6.625% due 06/15/05     1,023,260
                                                                     5,481,241


                Healthcare - 3.11%
     1,200,000  Tenet Healthcare Corp., 8.825% due 12/01/03          1,221,000


                                         21
February 28, 1999
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INVESTMENT QUALITY BOND PORTFOLIO (cont'd)

   Principal   
    Amount                                                          Value
- ---------------                                                ----------------
- ---------------                                                ----------------
                Manufacturing - 0.33%
    $   125,000 ADT Operations 8.25% due 08/01/00                $    129,038



                Metals/Mining - 2.75%
      1,200,000 Cyprus Minerals, Inc., 6.625% due 10/15/05           1,080,768


                Multimedia - 5.64%
      1,137,000 Time Warner, Inc., 7.95% due 02/01/00                1,160,252
      1,000,000 Westinghouse Electric CBS, 8.375% due 06/15/02       1,058,130
                                                                     2,218,382


                Oil/Gas - 0.73%
        275,000 Amoco Canada Petro Company LTD, 7.25% due 12/01/02     287,268


                Pharmaceuticals - 3.29%
      1,000,000 American Home Products 7.9% due 02/15/05             1,091,830
        200,000 Rhone-Poulenc, 6.75% due 10/15/99                      201,010
                                                                     1,292,840


                Power/Utility - 1.79%
        700,000 Southern CA Edison, 5.875% due 01/15/01                702,744


                Telecommunications - 1.29%
        500,000 Worldcom, Inc., 6.40% due 08/15/05                     505,410


                 Transportation - 3.25%
      1,300,000 Union Pacific Corp., 6.12% due 02/01/04              1,279,200


                Waste Disposal  - 3.24%
        500,000 WMX Technologies, 6.70% due 05/01/01                   506,995
        750,000 WMX Technologies, 7.125% due 06/15/01                  767,505
                                                                     1,274,500


Total Corporate Notes & Bonds (Cost-$22,065,672)                  $  21,942,021
                                                               ----------------
                                                               ----------------

Total Investments (Cost-$39,109,701)                    98.84%     $  38,852,226


Other Assets in Excess of Other Liabilities             1.16%           456,442


Total Net Assets                                      100.00%      $ 39,308,668






      MTN - Medium Term Note

      See accompanying notes to financial statements.
                                                    22


February 28, 1999                                                               
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MUNICIPAL BOND PORTFOLIO

Principal
 Amount                                                        Value
- ------------                                                 -------------
- ------------                                                 -------------
             MUNICIPAL NOTES - 0.14%

             NEW YORK - 0.14%
             Education
             New York State Job Development Authority,
 $   15,000        FRN due 03/01/05 Ser B-1 B-21              $    15,000

             Total Municipal Notes (Cost - $15,000)           $    15,000


             MUNICIPAL BONDS - 98.68%

             ARIZONA - 4.42%
             Water/Sewer
             Sedona Arizona Wastewater,
$   500,000        4.75% due 07/01/27                        $    480,400


             CALIFORNIA - 6.65%
             Education - 2.92%
             California State Public Works Board Lease Revenue Various
             California State University Projects,
     50,000         6.00% due 09/01/15                             56,325
             California State Public Works Board Lease Revenue Various
             California State University Projects,
    250,000         5.375% due 10/01/17                           260,745

                                                                  317,070


             Housing - 3.73%
             California  Housing Finance  Agency Single Family Mortgage,
    400,000        5.30% due 08/01/18                            405,284


             COLORADO - 1.50%
             Health/Hospitals
             Denver Colorado City & County Hospital,
    150,000       6.00% due 10/01/15\                           163,389


             FLORIDA - 0.35%
             Education
             Dade County Florida School Board Ser. A,
     35,000       5.75% due 05/01/12                             38,485


             GEORGIA - 7.27%
             Airport - 2.94%
             Atlanta Georgia Airport Facilities Revenue,
    305,000       6.25% due 01/01/21                             319,512





                                              23
February 28, 1999
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MUNICIPAL BOND PORTFOLIO (cont'd)

 Principal    
  Amount                                                        Value
- -------------                                              --------------
- -------------                                              --------------
               EDUCATION - 2.22%
               Jackson County Georgia School District,
 $   215,000        6.00% due 07/01/14                     $    240,865


               General Obligation - 2.11%
               Georgia State Ser. B,
     200,000        6.25% due 04/01/07                          229,218


               HAWAII  - 4.49%
               General Obligation
               Hawaii State Ser CR,
     505,000        4.75% due 04/01/18                          487,748


               ILLINOIS - 4.51%
               Health/Hospitals
               Illinois Health Facilities Authority Northwestern Medical
               Facility Foundation,
     500,000       5.00% due 11/15/18                           490,740


               IOWA - 0.51%
               Water/Sewer
               West Des Moines Iowa Water Revenue,
      50,000        6.80% due 12/01/13                          55,526


               KENTUCKY  - 0.98%
               Turnpike/Toll
               Kentucky State Turnpike Authority Economic Development,
     100,000        5.625% due 07/01/15                        106,319


               LOUISIANA - 1.53%
               General Obligation
               New Orleans Louisiana,
     150,000         6.125% due 10/1/16                        166,706


               MARYLAND - 3.05%
               Resource Recovery
               Maryland State Energy Financing Administration Solid Waste
               Disposal Revenue Wheelabrator Water Projects,
     300,000        6.30% due 12/01/10                         331,767



               MASSACHUSETTS - 2.63%
               Transportation - 0.51%
               Massachusetts Bay Transportation Authority Ser. B,
      50,000        5.90% due 03/01/24                          55,435




                                             24
February 28, 1999
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MUNICIPAL BOND PORTFOLIO (cont'd)

 Principal      
  Amount                                                       Value
- -------------                                              --------------
- -------------                                              --------------
               Water/Sewer - 2.12%
               Massachusetts State Water Authority,
 $   250,000       4.50% due 08/01/22                       $    230,902



               MISSOURI  - 0.44%
               Housing
               Missouri State Housing Development Commission
               GNMA Backed Sec-C,
      45,000       6.90% due 07/01/18                            47,614


               NEBRASKA - 0.40%
               Power/Utility
               Omaha Nebraska Public Power Distribution,
      40,000       5.50% due 02/01/14                            43,449


               NEVADA - 1.96%
               General Obligation - 0.50%
               Clark County Nevada Ser. B,
      50,000        6.00% due 06/01/16                           53,534


               Housing -1.46%
               Nevada Housing Division - Single Family Ser. A,
     150,000        6.15% due 04/01/17                          158,988


               NEW YORK - 9.93%
               Education - 1.29%
               New York State Dorm Authority City University,
     125,000       5.75% due 07/01/09                           140,224


               General Obligation - 5.22%
               New York, New York  Ser. H,
     300,000       6.50% due 03/15/05                           337,728
               New York, New York Ser. A,
     200,000       6.50% due 07/15/06                           230,450
                                                                568,178


               Housing - 0.74%
               New York State Mortgage Agency Ser. 54,
      75,000       6.10% due 10/1/15                             80,513


               Industrial Development - 1.27%
               New York  City Industrial Development Agency,
     150,000      4.50% due 07/01/23                             138,308




                                             25
February 28, 1999
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MUNICIPAL BOND PORTFOLIO (cont'd)

  Principal   
   Amount                                                         Value
- --------------                                               ---------------
- --------------                                               ---------------
               Pollution Control - 0.40%
               New York State Environmental Facilities Corp. Pollution
               Control,
   $   40,000     5.875% due 06/15/14                        $    43,555


               Transportation - 1.01%
               Metropolitan Transportation Authority New York,
      100,000     5.50% due 07/01/08                             109,554


               NORTH DAKOTA - 6.04%
               Housing
               North Dakota State Housing Finance Agency Ser. A,
      250,000      5.25% due 07/01/18                            251,833
               North Dakota State Housing Finance Agency Ser. C,
      400,000      5.50% due 07/01/18                            405,024
                                                                 656,857


               OHIO - 5.16%
               General Obligation - 4.61%
               Akron Ohio,
      500,000      5.00% due 12/01/18                            500,730


               Health & Hospitals - 0.55%
               Lorain County Ohio Hospital Medical Center,
       50,000      7.75% due 11/01/13                             60,380


               PENNSYLANIA   - 5.53%
               Education - 1.44%
               Pennsylvania State of Higher Education Series A,
      150,000      5.75% due 01/01/17                            156,450


               General Obligation - 2.85%
               Pennsylvania State Second Series,
      300,000      5.00% due 11/15/12                            309,773

               Tax Allocation - 0.74%
               Philadelphia Pennsylvania Municipal Authority Series A,
       75,000      5.625% due 11/15/14                           80,526


               Water/Sewer - 0.50%
               Pittsburgh Pennsylvania Water & Sewer Authority Series B,
       50,000      5.60% due 09/01/15                            54,728


               PUERTO RICO  - 0.65%
               Power/Utility
               Puerto Rico Electric Power Authority,
       65,000      6.00% due 07/01/15                             70,331



                                             26
February 28, 1999
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MUNICIPAL BOND PORTFOLIO (cont'd)

Principal   
Amount                                                             Value
- -----------                                                     ------------
- -----------                                                     ------------
             SOUTH CAROLINA - 6.87%
             Health & Hospitals - 2.31%
             Spartanburg County South Carolina Health Services Series B,
   250,000       5.125% 4/15/17                                   251,160


             Power/Utility - 4.56%
             Piedmont Municipal Power Agency South Carolina
             Electric Revenue Ser A,
   500,000       5.00% due 01/01/18                               495,149


             TENNESSEE - 3.58%
             Health & Hospitals
             Metropolitan Government Nashville & Davidson County
             Tennessee H & E Facilities Board,
   400,000       5.00% due 11/01/19                               388,920


             TEXAS - 1.46%
             General Obligation - 0.98%
             Houston Texas Ser. C,
    75,000       5.25% due 04/01/14                                77,805
             San Antonio Texas Certificates of Obligation,
    25,000      6.625% due 08/01/14                                28,344
                                                                  106,149


             Power/Utility - 0.48%
             Brazos River Authority Texas Revenue,
    50,000       5.80% due 08/01/15                                52,388


             UTAH - 6.56%
             General Obligation - 3.60%
             Clearfield City Utah,
   400,000      5.00% due 02/01/23                                391,248


             Power/Utility - 2.96%
             Intermountain Power Agency Utah Power Supply,
   300,000       6.00% due 07/01/02                               321,519


             WASHINGTON   - 0.44%
             Power/Utility
             Seattle Washington Light & Power Series A,
    35,000       5.75% due 08/01/11                              37,590
             Washington State Public Power Supply Nuclear Project
             No. 1 Series B,
    10,000       7.25% due 07/01/12                              10,709
                                                                 48,299





                                                    27
February 28, 1999
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MUNICIPAL BOND PORTFOLIO (cont'd)

   Principal   
    Amount                                                         Value
 --------------                                               ---------------
 --------------                                               ----------------
                 WASHINGTON DC   - 2.15%
                 Public Facilities
                 Washington DC Convention Center Authority Dedicated
                 Tax Revenue Senior Lien,
   $   250,000        4.75% due 10/01/28                      $    233,444


                 WISCONSIN  - 9.37%
                 Health & Hospitals - 6.45%
                 Wisconsin State Health & Educational Facilities Authority
                 Series A,
       400,000        5.25% due 08/15/19                           403,260
                 Wisconsin State Health & Educational Facilities,
       300,000        5.25% due 08/15/27                           298,239
                                                                   701,499


                 Housing - 2.92%
                 Wisconsin Housing & Economic Development Home Ownership,
       300,000         6.20% due 3/1/27                            317,214


                 WYOMING   - 0.25%
                 Housing
                 Wyoming Community Development Authority Housing,
        25,000       6.65% due 12/1/06                             26,861


 Total Municipal Bonds (Cost - $10,375,744)                  $  10,726,908





 Total Investments (Cost-$10,390,744)             98.82%       $  10,741,908


 Other Assets in Excess of Other Liabilities      1.18%            128,032




 Total Net Assets                                100.00%       $ 10,869,940





 FRN - Floating Rate Note

 See accompanying notes to financial statements.
                                                      28


February 28, 1999                                                      
(Unaudited)  
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)

- --------------------------------------------------------------------------------
U.S. GOVERNMENT MONEY MARKET PORTFOLIO

 Principal   
   Amount                                                            Value
- -------------                                                   --------------
- -------------                                                   --------------
              U.S. Government Notes - 98.64%

              Federal Farm Credit Bank - 3.74%
  $   10,000  4.69% due 04/27/99                                $      9,926
     415,000  4.63% due 05/07/99                                     411,424
     450,000  4.72% due 05/24/99                                     445,044
   1,000,000  5.55% due 07/01/99                                   1,000,007


              Total Federal Farm Credit Bank (Cost-$1,866,401)   $ 1,866,401


              Federal Home Loan Bank Discount Notes - 11.30%
  $2,175,000  4.72% due 05/26/99                                 $ 2,150,475   
   2,120,000  4.71% due 05/28/99                                   2,095,592
     240,000  4.67% due 08/06/99                                     235,081
   1,190,000  4.58% due 09/16/99                                   1,159,873


              Total Federal Home Loan Bank Discount Notes      $   5,641,021
              (Cost-$5,641,021)


              Federal Home Loan Mortgage Discount Notes - 77.83%
  $   60,000  4.70% due 03/01/99                                 $    60,000
   2,385,000  4.66% due 03/02/99                                   2,384,690
   1,605,000  4.95% due 03/02/99                                   1,604,779
     580,000  4.68% due 03/08/99                                     579,472
   2,205,000  4.95% due 03/08/99                                   2,202,878
     280,000  4.97% due 03/08/99                                     279,729
   1,060,000  4.57% due 03/12/99                                   1,058,520
   1,745,000  4.66% due 03/12/99                                   1,742,515
      35,000  4.97% due 03/12/99                                      34,947
   1,975,000  4.69% due 03/15/99                                   1,971,398
     140,000  4.77% due 03/15/99                                     139,740
      75,000  4.74% due 03/19/99                                      74,822
      95,000  4.64% due 03/31/99                                      94,633
   4,000,000  4.69% due 03/31/99                                   3,984,367
      80,000  4.73% due 04/06/99                                      79,622
     125,000  4.73% due 04/08/99                                     124,376
     155,000  4.90% due 04/09/99                                     154,177
   1,975,000  4.77% due 04/14/99                                   1,963,486
   3,730,000  4.67% due 04/30/99                                   3,700,968
   2,065,000  4.75% due 04/30/99                                   2,048,652
     210,000  4.82% due 05/04/99                                     208,201
   2,420,000  4.71% due 05/14/99                                   2,396,570
   3,690,000  4.72% due 05/19/99                                   3,651,780
     975,000  4.78% due 05/25/99                                     963,996
     470,000  4.80% due 05/28/99                                     464,485



                                                29
February 28, 1999
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
U.S. GOVERNMENT MONEY MARKET PORTFOLIO (cont'd)

  Principal   
    Amount                                                          Value
 -------------                                                 ----------------
 -------------                                                 ----------------


   $1,100,000  4.78% due 06/04/99                                 $ 1,086,125 
    1,210,000  4.69% due 06/10/99                                   1,194,079
    3,000,000  4.69% due 06/15/99                                   2,958,572
       30,000  4.70% due 06/15/99                                      29,585
      240,000  4.59% due 07/06/99                                     236,114
    1,390,000  4.60% due 07/22/99                                   1,364,602


               Total Federal Home Loan Mortgage Discount Notes     $38,837,880
               (Cost-$38,837,880)


               Federal National Mortgage Association - 5.77%
   $   80,000  4.65% due 03/01/99                                 $    80,000
       80,000  4.73% due 03/16/99                                      79,842
    1,285,000  4.70% due 06/16/99                                   1,267,049
    1,490,000  4.80% due 09/09/99                                   1,451,856


 Total Federal National Mortgage Association (Cost-$2,878,747)     $ 2,878,747


 Total Investments (Cost-$49,224,049)              98.64%        $  49,224,049


 Other Assets in Excess of Other Liabilities        1.36%              676,197


 Total Net Assets                                 100.00%         $ 49,900,246




      See accompanying notes to financial statements.
                                                      30


February 28, 1999 (Unaudited)
- --------------------------------------------------------------------------------
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--$65,387,690;
$62,409,660; $37,775,797; $20,444,144;
$39,109,701; $10,390,744 and
$49,224,049, respectively)         $73,217,580  $103,078,825   $31,499,025   $22,220,520    $38,852,226   $10,741,908    $49,224,049

 Cash                                  62,255             0           873     1,392,178         77,307        45,488          5,011

Receivable for shares of
beneficial interest sold               303,018       348,883        89,658        98,891        141,300         4,973      1,169,378


Receivable for investments sold      1,424,370                      20,081        817,500
Deferred organization expenses           6,425         6,425         6,425         6,425          4,862         6,425          6,425

Interest receivable                                                    380                      767,540       136,820          8,788

Dividends receivable                    73,208        43,120         6,325        12,615

Foreign taxes receivable                                                           8,558

Prepaid expenses and other assets       16,866        19,104        16,008        12,901         13,407        16,640         16,168

                                 ------------- ------------- ------------- -------------  ------------- ------------- --------------
    Total Assets                    73,679,352   104,920,727    31,618,694    23,772,169     40,674,142    10,952,254     50,429,819
                                 ------------- ------------- ------------- -------------  ------------- ------------- --------------

Liabilities                                                                      
Payable to manager                      32,067        54,039        16,184        13,496         17,326         4,718         17,267

Administration fee payable               6,887         9,686         4,406         2,746          6,226         2,125          4,176

Payable for shares of beneficial
interest redeemed                      248,520     1,268,565       110,429       111,941        473,930        53,325        466,598

Payable for investments purchased    6,221,717                     190,625                      828,188

Other payables and accrued              50,715        68,021        45,952        31,891         39,804        22,146         41,532
expenses 
                                 ------------- ------------- ------------- -------------  ------------- ------------- --------------
   Total Liabilities                 6,559,906     1,400,311       367,596       160,074      1,365,474        82,314        529,573
                                 ------------- ------------- ------------- -------------  ------------- ------------- --------------

Net Assets
Shares of beneficial interest at        34,050        39,674        36,479        20,063         38,876        10,210        499,026
par value.
                                    57,657,335    59,700,700    39,787,075    22,023,318     39,426,691    10,441,712     49,403,462
Paid-in-surplus
  Accumulated undistributed net
investment
    income (loss)                    (238,991)     (449,579)     (701,063)        59,534        (3,131)      (11,632)              0

Accumulated net realized gain (loss) on
investments and foreign              1,837,162     3,560,456   (1,594,621)     (267,196)        103,707        78,486        (2,242)
currency transactions
  Net unrealized appreciation
(depreciation)
on investments                       7,829,890    40,669,165   (6,276,772)     1,776,376      (257,475)       351,164              0

                                 ------------- ------------- ------------- -------------  ------------- ------------- --------------
Total Net Assets                   $67,119,446  $103,520,416   $31,251,098   $23,612,095    $39,308,668   $10,869,940    $49,900,246

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

Net Asset Value per Share
   Class I
Net Assets                          66,938,794   103,553,759    31,248,073    23,598,675     39,563,419    10,833,585     49,893,242
Shares of beneficial interest        
outstanding                          3,396,093     3,968,482     3,647,459     2,004,622      3,912,678     1,017,556     49,893,242
                                 ------------- ------------- ------------- -------------  ------------- ------------- --------------
Net asset value and offering    
price per share                         $19.71        $26.09         $8.57        $11.77         $10.11        $10.65          $1.00
                                 ============= ============= ============= =============  ============= ============= ==============
                                                                                
</TABLE>

See accompanying notes to financial statements.


Six Months Ended February 28, 1999 (Unaudited)

STATEMENTS OF OPERATIONS        
<TABLE>

<S>                                   <C>    <C>    <C>          <C>           <C>    <C>     <C>           <C>           <C>
      
                                -------------   ----------- ------------- -------------  ------------- ------------- -------------
                                   Large          Large                                                                  U.S.
                                apitalization  Capitalization  Small      International   Investment    Municipal     Government
                                   Value          Growth    Capitalization   Equity      Quality Bond      Bond      Money Market
                                 Portfolio      Portfolio    Portfolio     Portfolio      Portfolio     Portfolio     Portfolio
                                -------------   ----------- ------------- -------------  ------------- ------------- -------------
Investment Income
  Dividends                         $338,443 (1)  $291,260       $82,520      $197,939 (1)    --            --            --

  Interest                           248,164        27,752        18,334       --          $1,151,852      $269,310    $1,083,913

                                -------------   ----------- ------------- -------------  ------------- ------------- -------------
    Total investment income          586,607       319,012       100,854       197,939      1,151,852       269,310     1,083,913

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

Operating Expenses                                                         
  Management fees (note 2a)          172,594       294,141        94,265        79,252        109,805        29,107       100,845

  Administration fees (note 2c)       18,901        29,557        10,767         7,551         15,836         4,630        14,361

  Transfer and dividend               51,332        78,894        17,904        23,208         36,920         7,123        29,002
disbursing agent fees

  Custodian fees (note 2a)            30,349        27,227        15,244        32,353         20,936        27,710        25,596

  Registration fees                    9,125        13,150         8,159         7,213          8,768         6,502        10,294

  Amortization of deferred
organization
    expenses (note 1c)                 6,322         6,322         6,322         6,322          5,429         6,322         6,322

  Auditing fees                        7,117         7,117         7,117         9,117          7,117         7,117         7,117

  Reports and notices to               6,437        11,808         6,538         2,500          5,390         1,767         6,536
shareholders

  Legal fees                          15,163        16,506         7,344         3,082          5,170         1,917         7,224

  Trustees' fees                       4,635         9,224         4,983           501          3,776           744         4,983

  12b-1 fees                              25            46             3             6              0             0             1

  Miscellaneous                        2,081         4,702         2,046         1,155          1,595           866         1,623

                                -------------   ----------- ------------- -------------  ------------- ------------- -------------
    Total operating expenses         324,081       498,694       180,692       172,260        220,742        93,805       213,904

Less: Management fees waived
and/or expenses assumed 
 (note 2a)                           (13,870)             0      (16,915)       (9,226)        (2,080)      (30,256)       (8,750)


  Expense offset
   arrangement (note 2a)             (1,584)      (17,471)         (303)      (29,101)       (10,331)         (618)         (753)


                                -------------   ----------- ------------- -------------  ------------- ------------- -------------
      Net operating expenses         308,627       481,223       163,474       133,933        208,331        62,931       204,401

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

        Net investment income        277,980     (162,211)      (62,620)        64,006        943,521       206,379       879,512
(loss)

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

Realized and Unrealized
Gain(Loss) on Investments-Net
  Net realized gain (loss) on      1,374,721     3,552,307   (1,168,179)        49,597        219,577        81,207             0
securities


  Net change in unrealized
appreciation (depreciation)
     on investments                4,821,614    31,653,034     4,386,110     1,615,655      (768,372)     (112,140)             0

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

 Net realized gain (loss) and
change in unrealized appreciation
(depreciation)on investments       6,196,335    35,205,341     3,217,931     1,665,252      (548,795)      (30,933)             0
                               --------------   ----------- ------------- -------------  ------------- ------------- -------------

  Net increase in net assets
    resulting from operations     $6,474,315    $35,043,130   $3,155,311    $1,729,258       $394,726      $175,446      $879,512

                               ==============   =========== ============= =============  ============= ============= =============
</TABLE>                                                                        

(1)  Net  of  foreign   withholding   taxes  of  $4,000  and  $3,919  for  Large
Capitalization Value and International Equity, respectively.



See accompanying notes to financial statements.


(Unaudited)
- --------------------------------------------------------------------------------
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
                                          ----------------------------- ------------------------------ -----------------------------

                                                            (Unaudited)                    (Unaudited)                   (Unaudited)
                                             Year Ended      Six Months    Year Ended       Six Months    Year Ended      Six Months
                                                               Ended                          Ended                         Ended
                                            August 31,1998 February 28,   August 31,1998  February 28,   August 31,1998    February
                                                               1999                           1999                         28, 1999
                                          ----------------------------- ------------------------------ -----------------------------
Operations
Net investment income (loss)                  $265,441        $277,980     ($208,165)      ($162,211)     ($212,917)      ($62,620)

Net realized gain (loss) on investments      2,725,132       1,374,721      1,988,666       3,552,307      6,233,807    (1,168,179)

Net change in unrealized appreciation
    (depreciation) on investments          (4,379,851)       4,821,614    (3,046,018)      31,653,034   (16,209,040)      4,386,110

                                          -------------  -------------- --------------  -------------- --------------  -------------
Net increase (decrease) in net assets
    resulting from operations              (1,389,278)       6,474,315    (1,265,517)      35,043,130   (10,188,150)      3,155,311

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

Dividends and Distributions to
Shareholders
  Net investment income
     Class I                                  (644,832)       (238,346)              0               0              0              0
     Class B                                          0               0              0               0              0              0
     Class C                                          0               0              0               0              0              0
  Net realized gain
     Class I                                  (403,394)     (2,604,268)    (2,127,182)     (1,644,127)    (1,999,133)    (6,885,615)
     Class B                                          0               0              0               0              0              0
     Class C                                          0               0              0               0              0              0
    Total dividends and distributions
      to shareholders                       (1,048,226)     (2,842,614)    (2,127,182)     (1,644,127)    (1,999,133)    (6,885,615)

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

Share Transactions of
Beneficial Interest
  Net proceeds from shares sold
     Class I                                 22,550,001      25,077,018     38,698,508      26,230,322     27,403,860      9,284,519
     Class B                                          0             357              0             400              0            203
     Class C                                          0         179,177              0         329,293              0         23,408
  Reinvestment of dividends and
distributions
     Class I                                  1,033,971       2,809,932      2,098,815       1,911,481      1,991,614      6,833,242
     Class B                                          0               0              0               0              0              0
     Class C                                          0               0              0               0              0              0
  Cost of shares redeemed
     Class I                                (8,181,548)     (7,219,476)   (18,066,310)    (24,886,890)   (22,754,879)    (4,394,686)
     Class B                                          0               0              0               0              0              0
     Class C                                          0               0              0               0              0              0
    Net increase in net assets from share
      transactions of beneficial interest    15,402,424      20,847,008     22,731,013       3,584,606      6,640,595     11,746,686
                                          -------------  -------------- --------------  -------------- --------------  -------------

        Total increase in net assets         12,964,920      24,478,709     19,338,314      36,983,609    (5,546,688)      8,016,382


Net Assets
  Beginning of period                        29,675,817      42,640,737     47,198,493      66,536,807     28,781,404     23,234,716

                                          -------------  -------------- --------------  -------------- --------------  -------------
  End of period (including undistributed
    (overdistributed) net investment income of
    $240,241, ($238,991); $1,896,
($479,579); $1,896,
   ($701,063); $117,534, $59,534; $1,896,
($3,131);
   $1,896, ($11,632); $1,896 and $0,
    respectively)                          $42,640,737     $67,119,446    $66,536,807    $103,520,416    $23,234,716    $31,251,098

                                          =============  ============== ==============  ============== ==============  =============
                                                                                
</TABLE>




See accompanying notes to financial statements.


(Unaudited)
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<S>    <C>         <C>              <C>               <C>            <C>          <C>            <C>             <C>

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

                  (Unaudited)                   (Unaudited)                    (Unaudited)                    (Unaudited)
  Year Ended       Six Months    Year Ended       Six Months    Year Ended       Six Months    Year Ended     Six Months
                     Ended                          Ended                          Ended                         Ended
 August 31,1998  February 28,   August 31,1998    February     August 31,1998    February     August 31,1998 February 28,
                     1999                         28, 1999                       28, 1999                        1999
- ------------------------------- -----------------------------  -----------------------------  -----------------------------

      $169,244         $64,006     $1,347,436       $943,521        $340,545       $206,379      $1,361,390       $879,512
     (261,415)          49,597        171,095        219,577          38,175         81,207         (2,092)              0

     (725,764)       1,615,655        392,011      (768,372)         281,588      (112,140)               0              0
- ---------------  -------------- --------------  -------------  --------------  -------------  -------------- --------------

     (817,935)       1,729,258      1,910,542        394,726         660,308        175,446       1,359,298        879,512
- ---------------  -------------- --------------  -------------  --------------  -------------  -------------- --------------




      (45,288)       (173,213)    (1,347,402)      (943,515)       (352,177)      (306,377)     (1,361,390)      (879,497)
             0               0              0            (3)               0            (1)               0            (2)
             0               0              0            (3)               0            (1)               0           (13)

             0       (160,696)       (33,855)      (245,800)        (10,602)       (43,266)               0              0
             0               0              0              0               0              0               0              0
             0               0              0              0               0              0               0              0

      (45,288)       (333,909)    (1,381,257)    (1,189,321)       (362,779)      (349,645)     (1,361,390)      (879,512)
- ---------------  -------------- --------------  -------------  --------------  -------------  -------------- --------------




    12,655,895       7,538,554     19,032,965     14,216,356       4,305,933      3,387,434      45,684,586     29,429,382
             0             260              0            400               0            150               0            300
             0          42,142              0            400               0            150               0          6,704

        44,303         171,234      1,403,653      1,145,694         359,150        246,975       1,324,090        861,806
             0               0              0              3               0              1               0              1
             0               0              0              3               0              1               0             13

   (3,258,982)     (4,502,344)    (7,749,618)   (10,983,194)     (2,391,818)    (2,384,538)    (37,085,981)   (18,890,333)
             0               0              0           (49)               0            (1)               0              0
             0               0              0           (49)               0            (1)               0              0

     9,441,216       3,249,846     12,687,000      4,379,564       2,273,265      1,250,171       9,922,695     11,407,873
- ---------------  -------------- --------------  -------------  --------------  -------------  -------------- --------------

     8,577,993       4,645,195     13,216,285      3,584,969       2,570,794      1,075,972       9,920,603     11,407,873


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





   $18,966,900     $23,612,095    $35,723,699    $39,308,668      $9,793,968    $10,869,940     $38,492,373    $49,900,246
===============  ============== ==============  =============  ==============  =============  ============== ==============
</TABLE>                                                                        








February 28, 1999 (Unaudited)
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.    ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Saratoga  Advantage  Trust (the "Trust") was organized on April 8, 1994 as a
Delaware  Business Trust and is registered  under the Investment  Company Act of
1940, as amended, as a diversified,  open-end management investment company. The
Trust commenced  investment  operations on September 2, 1994. The Trust consists
of seven portfolios:  the U.S. Government Money Market Portfolio; the Investment
Quality Bond Portfolio;  the Municipal Bond Portfolio;  the Large Capitalization
Value  Portfolio;   the  Large  Capitalization   Growth  Portfolio;   the  Small
Capitalization  Portfolio  and  the  International  Equity  Portfolio.  Saratoga
Capital  Management (the "Manager")  serves as the Trusts' manager.  Each of the
Portfolios  are  provided  with  discretionary  advisory  services of an Adviser
identified,  retained,  supervised and compensated by the Manager. The following
serve as Advisers  (the  "Advisers")  to their  respective  portfolio(s):  OpCap
Advisors  (formerly  Quest  for  Value  Advisors):   Municipal  Bond  and  Large
Capitalization Value; Fox Asset Management Inc.: Investment Quality Bond; Harris
Bretall Sullivan and Smith, Inc.: Large Capitalization Growth; Thorsell,  Parker
Partners,  Inc.: Small  Capitalization;  Sterling  Capital  Management Co.: U.S.
Government  Money  Market and  Friend  Ivory & Sime plc:  International  Equity.
Unified  Fund  Services,  Inc.  (the  "Administrator")  provides  the Trust with
administrative  services.  Unified Management  Corporation serves as the Trust's
distributor.  On August 19, 1994,  U.S.  Government  Money Market issued 100,000
shares to the Manager for  $100,000  to provide  initial  capital for the Trust.
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 six 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.
These financial  statements  include  activity for Class I shares.  Activity for
Class B and C shares is not  included  herein.  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                annually     annually
Capitalization Value
                    Large                annually     annually
Capitalization Growth
                    Small                annually     annually
Capitalization
                    International        annually     annually
Equity
                    Investment           daily *      annually
Quality Bond
                    Municipal Bond       daily *      annually
                    U.S. Government      daily *      annually
Money Market
                         *  paid
monthly

                                                              35



February 28, 1999 (Unaudited)
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------

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) Purchased Put Option Accounting Policy

When a Portfolio  purchases a put option,  it pays a premium and an amount equal
to the  premium  is  recorded  as an  investment.  The  option  is  subsequently
marked-to-market  to  reflect  its  current  market  value.  The  Portfolio,  as
purchaser of an option, has control over whether the option is exercised.  If an
option expires, the Portfolio realizes a loss in the amount of the premium paid.
If an option is  exercised,  the premium paid is an  adjustment  to the proceeds
from the sale in determining  whether the Portfolio has realized a gain or loss.
If a Portfolio enters into a closing sale  transaction,  the difference  between
the premium paid and the amount  received  from the sale is the realized gain or
loss.
When a Portfolio  purchases  a put  option,  it is  generally  to hedge  against
adverse  movements  in the value of  Portfolio  holdings.  The risk of buying an
option is that the  Portfolio  will pay a premium  whether  or not the option is
exercised. The Portfolio also has the additional risk of not being able to enter
into a  closing  securities  transaction  if an  illiquid  market  exists or the
counter parties develop the inability to meet the terms of their  contracts.  No
options were outstanding as of February 28, 1999.

       (g) Allocation of Expenses

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

       (h) Other
The  preparation  of the  financial  statements  in  accordance  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that effect the reported  amounts and  disclosures in the financial
statements. Actual results could differ from these 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 six months ended February 28, 1999, the Manager  voluntarily  waived all
of its  management  fees and  assumed  $1,149 in other  operating  expenses  for
Municipal Bond . The Manager also voluntary  waived  $13,870;  $16,915;  $9,226;
$2,080;  $30,256 and $8,750 in management fees for Large  Capitalization  Value,
Small  Capitalization,  International  Equity,  Investment Quality Bond and U.S.
Government  Money Market,  respectively,  for the six months ended  February 28,
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 six months ended February 28, 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.

3.    PURCHASES AND SALES OF SECURITIES

For the six months ended  February 28, 1999  purchases  and sales of  investment
securities, other than short-term securities were as follows:

                                        Purchases      Sales
                                       --------------------------
                    Large               $48,652,083  $25,104,936
Capitalization Value
                    Large                23,840,485   21,681,746
Capitalization Growth
                    Small                 7,965,117    3,715,264
Capitalization
                    International         9,016,893    6,115,298
Equity
                    Investment                       
Quality Bond                             13,335,961    8,377,066
                    Municipal Bond        3,145,170    2,000,196







                                                              36

February 28, 1999 (Unaudited)
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------

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

At February 28, 1999, the composition of unrealized appreciation  (depreciation)
of investment securities were as follows:

                                       Appreciation (Depreciation)   Net
                                       ---------------------------------------
                    Large                $9,747,518 ($1,917,628)   $7,829,890
Capitalization Value
                    Large                40,844,455    (175,290)   40,669,165
Capitalization Growth
                    Small                 2,756,655  (9,033,427)  (6,276,772)
Capitalization
                    International         3,177,039  (1,400,663)    1,776,376
Equity
                    Investment                                    
Quality Bond                                247,826    (505,301)    (257,475)
                    Municipal Bond          371,030     (19,866)      351,164

For U.S.  federal income tax, the cost of securities  owned at February 28, 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:

                                (Audited)                (Unaudited)
                               Year Ended             Six Months Ended
                             August 31, 1998          February 28, 1999
                          ----------------------------------------------------
Large Capitalization Value


              Issued             797,161                 1,277,860

              Redeemed          (496,095)                 (366,567)

Reinvested from Dividends         32,655                   144,908
                             -------------             -------------
Net Increase in Shares           333,721                 1,056,201    
                            -------------             -------------

Large Capitalization Growth

              Issued           1,172,529                 1,184,637

              Redeemed        (1,112,030)               (1,018,883)

Reinvested from Dividends              -                    80,611
                            -------------             -------------
NetIncrease in Shares             60,499                   246,365
                            -------------             -------------

Small Capitalization

              Issued            671,535                   856,124

              Redeemed         (492,311)                 (440,887)

Reinvested from Dividends       107,862                   795,468
                            -------------             -------------
Net Increase in Shares          287,086                 1,210,705 
                           -------------             -------------

International Equity

              Issued            456,093                   647,438

              Redeemed         (219,913)                 (388,589)

Reinvested from Dividends        15,919                    14,968
                            -------------             -------------
Net Increase in Shares          252,099                   273,817   
                           -------------             -------------

Investment Quality Bond

              Issued          1,132,061                 1,405,439

              Redeemed         (705,446)               (1,069,131)

Reinvested from Dividends       101,660                   111,101
                            -------------             -------------
Net Increase in Shares          528,275                   447,409   
                            -------------             -------------

Municipal Bond

             Issued            407,955                   306,740

             Redeemed         (227,322)                 (222,642)

Reinvested from Dividends       34,043                    23,022
                           -------------             -------------
Net Increase in Shares         214,676                   107,120 
                           -------------             -------------

U.S. Government Money Market

             Issued         45,684,586                29,257,421

             Redeemed      (37,085,981)              (18,890,333)

Reinvested from Dividends    1,324,090                   861,806
                          -------------             -------------
Net Increase in Shares       9,922,695                11,228,894
                          -------------             -------------






                                                              37

February 28, 1999 (Unaudited)
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------

6.    CAPITAL LOSS CARRYFORWARDS

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

Name of Portfolio              Total      2003      2004      2005       2006

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



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

<S>                <C> <C>     <C>      <C>      <C>      <C>      <C>         <C>   <C>   <C>     <C>   <C>   <C>  <C>  <C>    
                                        INCOME FROM         DIVIDENDS AND
                                       INVESTMENT         DISTRIBUTIONS                                     
                                       OPERATIONS                                                            RATIOS
                           --------------------------------------------------                   ----------------------------
                           --------------------------------------------------                   ----------------------------

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

International Equity
Portfolio

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

Investment Quality Bond
Portfolio

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

Municipal Bond
Portfolio

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


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


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

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

Large Capitalization
Value Portfolio

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

Large Capitalization
Growth Portfolio

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

Small Capitalization
Portfolio

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


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


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

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

U.S. Government Money Market
Portfolio

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

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




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

(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.

February 28, 1999 (Unaudited)
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND
LIABILITIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                       <C>         <C>           <C>           <C>          <C>         <C>          <C> 
 
                                     --------------------------------------------------------------------------------------------
                                        Large        Large                                                              U.S.
                                     CapitalizatioCapitalization  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--$65,387,690;
    $62,409,660; $37,775,797;
$20,444,144;
    $39,109,701; $10,390,744 and
    $49,224,049, respectively)        $73,217,580 $103,078,825 $31,499,025   $22,220,520  $38,852,226   $10,741,908  $49,224,049

  Cash                                     62,255            0         873     1,392,178       77,307        45,488        5,011

  Receivable for shares of
beneficial
    interest sold                         303,018      348,883      89,658        98,891      141,300         4,973    1,169,378

  Receivable for investments sold                      1,424,370                    20,081      817,500
  Deferred organization expenses            6,425        6,425       6,425         6,425        4,862         6,425        6,425

  Interest receivable                                                  380                    767,540       136,820        8,788

  Dividends receivable                     73,208       43,120       6,325        12,615

  Foreign taxes receivable                                                         8,558

  Prepaid expenses and other assets        16,866       19,104      16,008        12,901       13,407        16,640       16,168

                                     --------------------------------------------------------------------------------------------
       Total Assets                    73,679,352  104,920,727  31,618,694    23,772,169   40,674,142    10,952,254   50,429,819

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

Liabilities                                                                 
  Payable to manager                       32,067       54,039      16,184        13,496       17,326         4,718       17,267

  Administration fee payable                6,887        9,686       4,406         2,746        6,226         2,125        4,176

  Payable for shares of beneficial
    interest redeemed                     248,520    1,268,565     110,429       111,941      473,930        53,325      466,598

  Payable for investments purchased     6,221,717                  190,625                    828,188

  Other payables and accrued               50,715       68,021      45,952        31,891       39,804        22,146       41,532
expenses 
                                     --------------------------------------------------------------------------------------------
       Total Liabilities                6,559,906    1,400,311     367,596       160,074    1,365,474        82,314      529,573

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

Net Assets
  Shares of beneficial interest at         34,050       39,674      36,479        20,063       38,876        10,210      499,026
par value
                                       57,657,335   59,700,700  39,787,075    22,023,318   39,426,691    10,441,712   49,403,462
Paid-in-surplus
  Accumulated undistributed net investment
    income (loss)                       (238,991)    (449,579)   (701,063)        59,534      (3,131)      (11,632)            0

  Accumulated net realized gain (loss) on
    investments and foreign             1,837,162    3,560,456 (1,594,621)     (267,196)      103,707        78,486      (2,242)
currency transactions
  Net unrealized appreciation (depreciation)
    on investments                      7,829,890   40,669,165 (6,276,772)     1,776,376    (257,475)       351,164            0

                                     --------------------------------------------------------------------------------------------
       Total Net                      $67,119,446 $103,520,416 $31,251,098   $23,612,095  $39,308,668   $10,869,940  $49,900,246
Assets
                                     ============================================================================================

Net Asset Value per Share
   Class B
   Net Assets                                 350          402         186           249          346           149          301
   Shares of beneficial interest               18           15          22            21           34            14          301
outstanding
                                     --------------------------------------------------------------------------------------------
   Net asset value and offering            $19.74       $26.05       $8.58        $11.77       $10.11        $10.64        $1.00
price per
share
                                     ============================================================================================


See accompanying notes to financial statements.

</TABLE>


February 28, 1999 (Unaudited)
 --------------------------------------------------------------------------
 NOTES TO FINANCIAL STATEMENTS
 --------------------------------------------------------------------------

 1.    ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Saratoga  Advantage  Trust (the "Trust") was organized on April 8, 1994 as a
Delaware  Business Trust and is registered  under the Investment  Company Act of
1940, as amended, as a diversified,  open-end management investment company. The
Trust commenced  investment  operations on September 2, 1994. The Trust consists
of seven portfolios:  the U.S. Government Money Market Portfolio; the Investment
Quality Bond Portfolio;  the Municipal Bond Portfolio;  the Large Capitalization
Value  Portfolio;   the  Large  Capitalization   Growth  Portfolio;   the  Small
Capitalization  Portfolio  and  the  International  Equity  Portfolio.  Saratoga
Capital  Management (the "Manager")  serves as the Trusts' manager.  Each of the
Portfolios  are  provided  with  discretionary  advisory  services of an Adviser
identified,  retained,  supervised and compensated by the Manager. The following
serve as Advisers  (the  "Advisers")  to their  respective  portfolio(s):  OpCap
Advisors  (formerly  Quest  for  Value  Advisors):   Municipal  Bond  and  Large
Capitalization Value; Fox Asset Management Inc.: Investment Quality Bond; Harris
Bretall Sullivan and Smith, Inc.: Large Capitalization Growth; Thorsell,  Parker
Partners,  Inc.: Small  Capitalization;  Sterling  Capital  Management Co.: U.S.
Government  Money  Market and  Friend  Ivory & Sime plc:  International  Equity.
Unified  Fund  Services,  Inc.  (the  "Administrator")  provides  the Trust with
administrative  services.  Unified Management  Corporation serves as the Trust's
distributor.  On August 19, 1994,  U.S.  Government  Money Market issued 100,000
shares to the Manager for $100,000 to provide initial capital for the Trust.
       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.  These
  financial  statements  include  activity for Class B shares.  Activity for
  Class I and C shares is not included herein.
       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              annually     annually
  Capitalization Value
                      Large              annually     annually
  Capitalization Growth
                      Small              annually     annually
  Capitalization
                      International      annually     annually
  Equity
                      Investment         daily *      annually
  Quality Bond
                      Municipal Bond     daily *      annually
                      U.S. Government    daily *      annually
  Money Market
                           *  paid
  monthly

                                                              35





  February 28, 1999 (Unaudited)
  --------------------------------------------------------------------------
  NOTES TO FINANCIAL STATEMENTS (continued)
  --------------------------------------------------------------------------

         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) Purchased Put Option Accounting Policy

         When a Portfolio  purchases a put option,  it pays a premium and an
  amount  equal to the premium is recorded as an  investment.  The option is
  subsequently  marked-to-market  to reflect its current  market value.  The
  Portfolio,  as purchaser of an option, has control over whether the option
  is exercised.  If an option expires,  the Portfolio realizes a loss in the
  amount of the premium paid. If an option is exercised, the premium paid is
  an  adjustment to the proceeds  from the sale in  determining  whether the
  Portfolio  has  realized  a gain or loss.  If a  Portfolio  enters  into a
  closing sale transaction,  the difference between the premium paid and the
  amount received from the sale is the realized gain or loss.
         When a Portfolio  purchases a put option,  it is generally to hedge
  against adverse movements in the value of Portfolio holdings.  The risk of
  buying an option is that the Portfolio  will pay a premium  whether or not
  the option is exercised. The Portfolio also has the additional risk of not
  being able to enter into a closing  securities  transaction if an illiquid
  market  exists or the counter  parties  develop the  inability to meet the
  terms of their  contracts.  No options were outstanding as of February 28,
  1999.

         (g) Allocation of Expenses

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

         (h) Other
         The  preparation  of the financial  statements  in accordance  with
  generally  accepted  accounting  principles  requires  management  to make
  estimates and assumptions that effect the reported amounts and disclosures
  in the  financial  statements.  Actual  results  could  differ  from these
  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 six months ended February 28, 1999, the Manager voluntarily
  waived most of its management  fees and assumed $1,149 in other  operating
  expenses for Municipal Bond . The Manager also voluntary  waived  $13,870;
  $16,915;  $9,226;  $2,080; $30,256 and $8,750 in management fees for Large
  Capitalization  Value, Large Capitalization  Growth, Small Capitalization,
  International  Equity,  Investment Quality Bond and U.S.  Government Money
  Market, respectively, for the six months ended February 28, 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  six  months  ended
  February  28,  1999 was accrued at an annual rate of the lesser of .12% of
  each Portfolio's average daily net assets or $414,000 (exclusive of out of
  pocket  administration  fees) for the Trust.  Unified Fund Services,  Inc.
  (the "Distributor") is the distributor of each Portfolio's  shares,  which
  are sold  without  a front end  sales  load.  Each  Portfolio  offers  the
  following classes of shares:  Class I, Class B and Class C Shares. Class B
  and C
   Shares are subject to a Service Plan adopted pursuant to Rule 12b-1 under
  the Act.  Other  differences  between  the classes  include  the  services
  offered to and the expenses borne by each class and certain voting rights.

  3.    PURCHASES AND SALES OF SECURITIES

         For the six months ended  February 28, 1999  purchases and sales of
  investment securities, other than short-term securities were as follows:

                                        Purchases      Sales
                                       --------------------------
                      Large             $48,652,083  $25,104,936
  Capitalization Value
                      Large              23,840,485   21,681,746
  Capitalization Growth
                      Small               7,965,117    3,715,264
  Capitalization
                      International       9,016,893    6,115,298
  Equity
                      Investment                     
  Quality Bond                           13,335,961    8,377,066
                      Municipal Bond      3,145,170    2,000,196



                                                              36





  February 28, 1999 (Unaudited)
  ------------------------------------------------------------------------------
  NOTES TO FINANCIAL STATEMENTS (continued)
  ------------------------------------------------------------------------------

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

         At February 28, 1999, the  composition  of unrealized  appreciation
  (depreciation) of investment securities were as follows:

                                       Appreciation (Depreciation)   Net
                                       ---------------------------------------
                      Large              $9,747,518 ($1,917,628)   $7,829,890
  Capitalization Value
                      Large              40,844,455    (175,290)   40,669,165
  Capitalization Growth
                      Small               2,756,655  (9,033,427)  (6,276,772)
  Capitalization
                      International       3,177,039  (1,400,663)    1,776,376
  Equity
                      Investment                                  
  Quality Bond                              247,826    (505,301)    (257,475)
                      Municipal Bond        371,030     (19,866)      351,164

  For U.S.  federal income tax, the cost of securities owned at February 28,
  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 C shares of beneficial  interest
  authorized  with $.001 par value per share.  Transactions in capital stock
  for the Class B shares were as follows for the period indicated:

                                       (Unaudited)
                                        Period from January 4,
                                                1999 *
                                         to February 28, 1999
                                       --------------------------
                      Large
  Capitalization Value
                              Issued    
                                                350
                              Redeemed  
                                                  -

  Reinvested from Dividends                       -
                                       -------------
                              Net       
  Increase in Shares                            350
                                       -------------

                      Large
  Capitalization Growth
                              Issued    
                                                402
                              Redeemed  
                                                  -

  Reinvested from Dividends                       -
                                       -------------
                                       -------------
                              Net       
  Increase in Shares                            402
                                       -------------

                      Small
  Capitalization
                              Issued    
                                                186
                              Redeemed  
                                                  -

  Reinvested from Dividends                       -
                                       -------------
                              Net       
  Increase in Shares                            186
                                       -------------

                      International
  Equity
                              Issued    
                                                249
                              Redeemed  
                                                  -

  Reinvested from Dividends                       -
                                       -------------
                              Net       
  Increase in Shares                            249
                                       -------------

                      Investment
  Quality Bond
                              Issued    
                                                346
                              Redeemed  
                                                  -

  Reinvested from Dividends                       -
                                       -------------
                              Net       
  Increase in Shares                            346
                                       -------------

                      Municipal Bond
                              Issued    
                                                149
                              Redeemed  
                                                  -

  Reinvested from Dividends                       -
                                       -------------
                              Net       
  Increase in Shares                            149
                                       -------------

                      U.S. Government
  Money Market
                              Issued    
                                                301
                              Redeemed  
                                                  -

  Reinvested from Dividends                       -
                                       -------------
                              Net       
  Increase in Shares                            301
                                       -------------

  * Commencement of offering                         
                                                              37








  February 28, 1999 (Unaudited)
  ------------------------------------------------------------------------------
  NOTES TO FINANCIAL STATEMENTS (continued)
  ------------------------------------------------------------------------------

  6.    CAPITAL LOSS CARRYFORWARDS

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

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

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


</TABLE>



- --------------------------------------------------------------------------------
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>

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

                                                                      Distributions
                                             Net                         to
                                             Realized
                                               and         Dividends  ShareholderNet         Net    Ratio     Ratio
                                                              to                                    of Net     of Net
                             Net             UnrealizTotal Shareholderfrom Net  Asset       Assets  Operating Investment
                              Asset
                             Value,    Net   Gain(Losfrom  from Net   Realized  Value,      End of  Expenses  Income(LossPortfolio
                                                                        Gains
                             BeginninInvestmenton    InvestInvestment    on     End of TotalPeriod  to        to         Turnover
                                                                                                    Average   Average
                             of      Income(LInvestmeOperatiIncome    InvestmentPeriod Retur(000's) Net       Net        Rate
                             Period                                                                 Assets     Assets

International Equity Portfolio
(Class B)

 January 4, 1999 (1)
   to February 28, 1999       $12.29 $-   $(0.52)    $(0.52)    $-   $-         $11.77  (3.58%) $-     # 1.30% (2)   1.11% (2) 30%
(Unaudited)                                                      
                                                                                             

Investment Quality Bond Portfolio (Class B)

 January 4, 1999 (1)
   to February 28, 1999       $10.29 $0.08 $(0.18)  $(0.10)   $(0.08) $ -       $10.11  (0.33%) $-     # 0.91% (2)   5.08% (2) 21%
(Unaudited)                    


Municipal Bond Portfolio (Class B)

 January 4, 1999 (1)
   to February 28, 1999       $10.66 $0.07 $(0.02)  $0.05    $(0.07)  $ -       $10.64   0.61%  $-     # 0.33% (2)   4.50% (2) 19%
(Unaudited)


Large Capitalization Value Portfolio (Class
B)

 January 4, 1999 (1)
   to February 28, 1999       $20.21 $-   $(0.47)   $(0.47)  $-       $-        $19.74  (0.25%) $-    # 1.11% (2)   1.11% (2)  44%
(Unaudited) 


Large Capitalization Growth Portfolio
(Class B)

 January 4, 1999 (1)
   to February 28, 1999       $24.74 $-   $1.31     $1.31    $-       $-        $26.05  12.05% $-     # 0.91% (2)   0.26% (2) 23%
(Unaudited)  


Small Capitalization Portfolio
(Class B)

 January 4, 1999 (1)
   to February 28, 1999       $9.33 $-    $(0.75)  $(0.75)   $-       $-        $8.58   (5.47%) $-     # 0.59% (2)   0.00% (2) 12%
(Unaudited)                     


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

 January 4, 1999 (1)
   to February 28, 1999       $1.00 $0.010 $-      $0.010    $(0.010   $-       $1.00   0.76%  $-      # 1.17% (2)   3.58% (2) n/a
(Unaudited)

</TABLE>




(1) Commencement of
offering.
(2) Annualized.

#  Rounds to less than
$1,000



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

February 28, 1999 (Unaudited)
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND
LIABILITIES
- --------------------------------------------------------------------------------
<TABLE> 
<S>                                      <C>           <C>         <C>          <C>         <C>          <C>          <C>

                                     --------------------------------------------------------------------------------------------
                                        Large        Large                                                              U.S.
                                     CapitalizatioCapitalization  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--$65,387,690;
    $62,409,660; $37,775,797;
$20,444,144;
    $39,109,701; $10,390,744 and
    $49,224,049, respectively)        $73,217,580 $103,078,825 $31,499,025   $22,220,520  $38,852,226   $10,741,908  $49,224,049

  Cash                                     62,255            0         873     1,392,178       77,307        45,488        5,011

  Receivable for shares of
beneficial
    interest sold                         303,018      348,883      89,658        98,891      141,300         4,973    1,169,378

  Receivable for investments sold                    1,424,370                    20,081      817,500
  Deferred organization expenses            6,425        6,425       6,425         6,425        4,862         6,425        6,425

  Interest receivable                                                  380                    767,540       136,820        8,788

  Dividends receivable                     73,208       43,120       6,325        12,615

  Foreign taxes receivable                                                         8,558

  Prepaid expenses and other assets        16,866       19,104      16,008        12,901       13,407        16,640       16,168

                                     --------------------------------------------------------------------------------------------
       Total Assets                    73,679,352  104,920,727  31,618,694    23,772,169   40,674,142    10,952,254   50,429,819

                                     --------------------------------------------------------------------------------------------
                                                                                                       
Liabilities                                                                 
  Payable to manager                       32,067       54,039      16,184        13,496       17,326         4,718       17,267

  Administration fee payable                6,887        9,686       4,406         2,746        6,226         2,125        4,176

  Payable for shares of beneficial
    interest redeemed                     248,520    1,268,565     110,429       111,941      473,930        53,325      466,598

  Payable for investments purchased     6,221,717                  190,625                    828,188

  Other payables and accrued               50,715       68,021      45,952        31,891       39,804        22,146       41,532
expenses 
                                     --------------------------------------------------------------------------------------------
       Total Liabilities                6,559,906    1,400,311     367,596       160,074    1,365,474        82,314      529,573

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

Net Assets
  Shares of beneficial interest at         34,050       39,674      36,479        20,063       38,876        10,210      499,026
par value
                                       57,657,335   59,700,700  39,787,075    22,023,318   39,426,691    10,441,712   49,403,462
Paid-in-surplus
  Accumulated undistributed net
investment
    income (loss)                       (238,991)    (449,579)   (701,063)        59,534      (3,131)      (11,632)            0

  Accumulated net realized gain
(loss) on
    investments and foreign             1,837,162    3,560,456 (1,594,621)     (267,196)      103,707        78,486      (2,242)
currency transactions
  Net unrealized appreciation
(depreciation)
    on investments                      7,829,890   40,669,165 (6,276,772)     1,776,376    (257,475)       351,164            0

                                     --------------------------------------------------------------------------------------------
       Total Net                      $67,119,446 $103,520,416 $31,251,098   $23,612,095  $39,308,668   $10,869,940  $49,900,246
Assets
                                     ============================================================================================

Net Asset Value per Share
   Class C
   Net Assets                             177,090      332,175      21,440        40,706          346           149        6,704
   Shares of beneficial interest            8,968       12,752       2,500         3,457           34            14        6,704
outstanding
                                     --------------------------------------------------------------------------------------------
   Net asset value and offering            $19.75       $26.05       $8.58        $11.77       $10.11        $10.64        $1.00
price per
share
                                     ============================================================================================


See accompanying notes to financial statements.


</TABLE>



February 28, 1999 (Unaudited)
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.    ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Saratoga  Advantage  Trust (the "Trust") was organized on April 8, 1994 as a
Delaware  Business Trust and is registered  under the Investment  Company Act of
1940, as amended, as a diversified,  open-end management investment company. The
Trust commenced  investment  operations on September 2, 1994. The Trust consists
of seven portfolios:  the U.S. Government Money Market Portfolio; the Investment
Quality Bond Portfolio;  the Municipal Bond Portfolio;  the Large Capitalization
Value  Portfolio;   the  Large  Capitalization   Growth  Portfolio;   the  Small
Capitalization  Portfolio  and  the  International  Equity  Portfolio.  Saratoga
Capital  Management (the "Manager")  serves as the Trusts' manager.  Each of the
Portfolios  are  provided  with  discretionary  advisory  services of an Adviser
identified,  retained,  supervised and compensated by the Manager. The following
serve as Advisers  (the  "Advisers")  to their  respective  portfolio(s):  OpCap
Advisors  (formerly  Quest  for  Value  Advisors):   Municipal  Bond  and  Large
Capitalization Value; Fox Asset Management Inc.: Investment Quality Bond; Harris
Bretall Sullivan and Smith, Inc.: Large Capitalization Growth; Thorsell,  Parker
Partners,  Inc.: Small  Capitalization;  Sterling  Capital  Management Co.: U.S.
Government  Money  Market and  Friend  Ivory & Sime plc:  International  Equity.
Unified  Fund  Services,  Inc.  (the  "Administrator")  provides  the Trust with
administrative  services.  Unified Management  Corporation serves as the Trust's
distributor.  On August 19, 1994,  U.S.  Government  Money Market issued 100,000
shares to the Manager for $100,000 to provide initial capital for the Trust.
           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.  These
 financial  statements  include  activity for Class C shares.  Activity for
 Class I and B shares is not included herein.
      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              annually     annually
 Capitalization Value
                     Large              annually     annually
 Capitalization Growth
                     Small              annually     annually
 Capitalization
                     International      annually     annually
 Equity
                     Investment         daily *      annually
 Quality Bond
                     Municipal Bond     daily *      annually
                     U.S. Government    daily *      annually
 Money Market
                          *  paid
 monthly

                                                             35





 February 28, 1999 (Unaudited)
 -------------------------------------------------------------------------------
 NOTES TO FINANCIAL STATEMENTS (continued)
 -------------------------------------------------------------------------------

        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) Purchased Put Option Accounting Policy

        When a Portfolio  purchases a put option,  it pays a premium and an
 amount  equal to the premium is recorded as an  investment.  The option is
 subsequently  marked-to-market  to reflect its current  market value.  The
 Portfolio,  as purchaser of an option, has control over whether the option
 is exercised.  If an option expires,  the Portfolio realizes a loss in the
 amount of the premium paid. If an option is exercised, the premium paid is
 an  adjustment to the proceeds  from the sale in  determining  whether the
 Portfolio  has  realized  a gain or loss.  If a  Portfolio  enters  into a
 closing sale transaction,  the difference between the premium paid and the
 amount received from the sale is the realized gain or loss.
        When a Portfolio  purchases a put option,  it is generally to hedge
 against adverse movements in the value of Portfolio holdings.  The risk of
 buying an option is that the Portfolio  will pay a premium  whether or not
 the option is exercised. The Portfolio also has the additional risk of not
 being able to enter into a closing  securities  transaction if an illiquid
 market  exists or the counter  parties  develop the  inability to meet the
 terms of their  contracts.  No options were outstanding as of February 28,
 1999.

        (g) Allocation of Expenses

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

        (h) Other
        The  preparation  of the financial  statements  in accordance  with
 generally  accepted  accounting  principles  requires  management  to make
 estimates and assumptions that effect the reported amounts and disclosures
 in the  financial  statements.  Actual  results  could  differ  from these
 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 six months ended February 28, 1999, the Manager voluntarily
 waived most of its management  fees and assumed $1,149 in other  operating
 expenses for Municipal Bond . The Manager also voluntary  waived  $13,870;
 $16,915;  $9,226;  $2,080; $30,256 and $8,750 in management fees for Large
 Capitalization  Value, Large Capitalization  Growth, Small Capitalization,
 International  Equity,  Investment Quality Bond and U.S.  Government Money
 Market, respectively, for the six months ended February 28, 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  six  months  ended
 February  28,  1999 was accrued at an annual rate of the lesser of .12% of
 each Portfolio's average daily net assets or $414,000 (exclusive of out of
 pocket  administration  fees) for the Trust.  Unified Fund Services,  Inc.
 (the "Distributor") is the distributor of each Portfolio's  shares,  which
 are sold  without  a front end  sales  load.  Each  Portfolio  offers  the
 following classes of shares:  Class I, Class B and Class C Shares. Class B
 and C
  Shares are subject to a Service Plan adopted pursuant to Rule 12b-1 under
 the Act.  Other  differences  between  the classes  include  the  services
 offered to and the expenses borne by each class and certain voting rights.

 3.    PURCHASES AND SALES OF SECURITIES

        For the six months ended  February 28, 1999  purchases and sales of
 investment securities, other than short-term securities were as follows:

                                       Purchases      Sales
                                      --------------------------
                     Large             $48,652,083  $25,104,936
 Capitalization Value
                     Large              23,840,485   21,681,746
 Capitalization Growth
                     Small               7,965,117    3,715,264
 Capitalization
                     International       9,016,893    6,115,298
 Equity
                     Investment                     
 Quality Bond                           13,335,961    8,377,066
                     Municipal Bond      3,145,170    2,000,196



                                                             36





 February 28, 1999 (Unaudited)
 -------------------------------------------------------------------------------
 NOTES TO FINANCIAL STATEMENTS (continued)
 -------------------------------------------------------------------------------

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

        At February 28, 1999, the  composition  of unrealized  appreciation
 (depreciation) of investment securities were as follows:

                                      Appreciation (Depreciation)   Net
                                      ---------------------------------------
                     Large              $9,747,518 ($1,917,628)   $7,829,890
 Capitalization Value
                     Large              40,844,455    (175,290)   40,669,165
 Capitalization Growth
                     Small               2,756,655  (9,033,427)  (6,276,772)
 Capitalization
                     International       3,177,039  (1,400,663)    1,776,376
 Equity
                     Investment                                  
 Quality Bond                              247,826    (505,301)    (257,475)
                     Municipal Bond        371,030     (19,866)      351,164

 For U.S.  federal income tax, the cost of securities owned at February 28,
 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 C shares of beneficial  interest
 authorized  with $.001 par value per share.  Transactions in capital stock
 for the Class C shares were as follows for the period indicated:

                                      (Unaudited)
                                       Period from January 4,
                                               1999 *
                                        to February 28, 1999
                                      --------------------------
                     Large
 Capitalization Value
                             Issued    
                                             9,130
                             Redeemed  
                                                 -

 Reinvested from Dividends                       -
                                      -------------
                             Net       
 Increase in Shares                          9,130
                                      -------------

                     Large
 Capitalization Growth
                             Issued    
                                            12,907
                             Redeemed  
                                                 -

 Reinvested from Dividends                       -
                                      -------------
                                      -------------
                             Net       
 Increase in Shares                         12,907
                                      -------------

                     Small
 Capitalization
                             Issued    
                                             2,616
                             Redeemed  
                                                 -

 Reinvested from Dividends                       -
                                      -------------
                             Net       
 Increase in Shares                          2,616
                                      -------------

                     International
 Equity
                             Issued    
                                             3,610
                             Redeemed  
                                                 -

 Reinvested from Dividends                       -
                                      -------------
                             Net       
 Increase in Shares                          3,610
                                      -------------

                     Investment
 Quality Bond
                             Issued    
                                                39
                             Redeemed  
                                               (5)

 Reinvested from Dividends                       -
                                      -------------
                             Net       
 Increase in Shares                             34
                                      -------------

                     Municipal Bond
                             Issued    
                                                14
                             Redeemed  
                                                 -

 Reinvested from Dividends                       -
                                      -------------
                             Net       
 Increase in Shares                             14
                                      -------------

                     U.S. Government
 Money Market
                             Issued    
                                             6,704
                             Redeemed  
                                               (1)

 Reinvested from Dividends                      13
                                      -------------
                             Net       
 Increase in Shares                          6,716
                                      -------------

 * Commencement of offering                         
                                                             37








 February 28, 1999 (Unaudited)
 -------------------------------------------------------------------------------
 NOTES TO FINANCIAL STATEMENTS (continued)
 -------------------------------------------------------------------------------

 6.    CAPITAL LOSS CARRYFORWARDS

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


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

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



</TABLE>



- --------------------------------------------------------------------------------
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>


                                                     INCOME FROM
                                                 INVESTMENT OPERATIONS                                          
                                                                                                                    RATIOS
                                 ------------------------------------------------                    ---------------------------

                                                                        Distributions
                                           Net Realized                  to
                                             and             DividendShareholders  Net         Net   Ratio     Ratio
                                                               to                                    of Net    of
                                                                                                                Net
                          Net            Unrealized    Total Shareholdfrom Net    Asset       Assets Operating Investment
                          Asset
                          Value,  Net    Gain(Loss)    from  from     Realized   Value,       End of Expenses  Income(LosPortfolio
                                                               Net      Gains
                          BeginniInvestment  on        InvestInvestment  on      End of  TotalPeriod to        to        Turnover
                                                                                                     Average   Average
                          of     Income(LInvestments   OperatIncome  Investments Period  Retur(000's)Net       Net        Rate
                          Period                                                                     Assets    Assets

Large Capitalization Value Portfolio
(Class C)

 January 4, 1999 (1)
   to February 28, 1999    $20.21 $-     $(0.46)    $  (0.46)   $-      $ -    $19.75  (1.05%) $ 177  1.(2)  1.30% (2)    44%
(Unaudited)                                                          

Large Capitalization Growth Portfolio
(Class C)

 January 4, 1999 (1)
   to February 28, 1999    $24.74 $-   $1.31    $  1.31    $   -     $ -         $26.05 12.09% $332  1.56% (2) 1.24% (2)    23%
(Unaudited)                                                                         

Small Capitalization Portfolio (Class C)

 January 4, 1999 (1)
   to February 28, 1999    $9.33 $(0.51)$(0.24) $(0.75)   $ -        $-           $8.58 (5.36%) $21  1.69% (2)   1.17% (2) 12%
(Unaudited)                                                                          

International Equity Portfolio (Class C)

 January 4, 1999 (1)
   to February 28, 1999    $12.29 $ -    $(0.52) $(0.52)   $ -    $ -            $11.77 (3.58%) $41    2.02% (2)   1.76% (2) 30%
(Unaudited)                                      

Investment Quality Bond Portfolio (Class C)

 January 4, 1999 (1)
   to February 28, 1999    $10.29 $0.08 $(0.18)  $(0.10)  $(0.08)  $ -           $10.11(0.32%)  $-    0.91% (2)   5.08% (2) 21%
(Unaudited)

Municipal Bond Portfolio (Class C)

 January 4, 1999 (1)
   to February 28, 1999    $10.66  $0.07  $(0.02)  $0.05   $(0.07)    $ -       $10.64  0.45%  $ -    0.33% (2)   4.50% (2) 19%
(Unaudited) 

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

 January 4, 1999 (1)
   to February 28, 1999    $1.00 $0.010 $ -       $0.010 $(0.010)     $    -    $1.00  0.72%   $ 7   1.30% (23.45% (2)    n/a
(Unaudited)

</TABLE>


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

(1) Commencement of
offering.
(2) Annualized

#  Rounds to less than
$1,000



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



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