<PAGE> 1
1933 Act Registration No. 333-15969
1940 Act Registration No. 811-7919
As filed with the Securities and Exchange Commission on July 17, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]
Pre-Effective Amendment No. [ ]
----
Post-Effective Amendment No. 1 [x]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. 1
---
BREMER INVESTMENT FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
P.O. Box 1956
St. Cloud, Minnesota 56302
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (320) 255-7174
Steven A. Laraway
P.O. Box 1956
St. Cloud, Minnesota 56302
(Name and Address of Agent for Service)
-------------------
Christopher C. Cleveland, Esq.
Briggs and Morgan, P.A.
2400 IDS Center
Minneapolis, Minnesota 55402
-------------------
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box)
[x]immediately upon filing pursuant to paragraph (b)
[]on (date) pursuant to paragraph (b)
[]60 days after filing pursuant to paragraph (a)(1)
[]on (date) pursuant to paragraph (a)(1)
[]75 days after filing pursuant to paragraph (a)(2)
[]on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[] this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
<PAGE> 2
Part A - Prospectus
The Funds' Prospectus dated January 23, 1997, as filed with the
Commission on January 23, 1997 in Pre-Effective Amendment No. 2 of the Funds'
Registration Statement on Form N-1A (1933 Act Registration No. 333-15969 and
1940 Act Registration No. 811-7919) is incorporated herein by reference.
<PAGE> 3
JULY 17, 1997 SUPPLEMENT
to the Prospectus dated January 23, 1997
BREMER INVESTMENT FUNDS, INC.
BREMER GROWTH STOCK FUND
BREMER BOND FUND
(THE "FUNDS")
The following information is to be inserted prior to the section entitled "THE
FUNDS" on page 3 of the Prospectus dated January 23, 1997.
FINANCIAL HIGHLIGHTS
The following information includes selected data for a share outstanding during
the period from January 27, 1997 (commencement of operations) to March 31, 1997
and other performance information derived from the financial records of the
Funds without examination by the Funds' independent accountants. This
information should be read in conjunction with financial statements and related
notes contained in the Funds' Semi-Annual Report dated March 31, 1997. Copies
of this report may be obtained, without charge, upon request.
<TABLE>
<CAPTION>
(Unaudited) GROWTH BOND
STOCK FUND FUND
---------- --------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD . . . . . . . . . . $ 10.00 $ 10.00
----------- -----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income . . . . . . . . . . . . . . . 0.01 0.08
Net realized and unrealized loss on investments . . (0.41) (0.07)
----------- -----------
Total from investment operations . . . . . . . . . . (0.40) 0.01
----------- -----------
Less dividends from net investment income . . . . .
--- (0.08)
----------- -----------
NET ASSET VALUE, END OF PERIOD . . . . . . . . . . . . . $ 9.60 $ 9.93
=========== ===========
TOTAL RETURN (1) . . . . . . . . . . . . . . . . . . . . (4.00%) 0.09%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period . . . . . . . . . . . . . $26,753,178 $38,782,676
Ratio of expenses to average net assets (2) . . . . 1.13% 1.09%
Ratio of net investment income to average net assets (2) 0.95% 5.49%
Portfolio turnover rate . . . . . . . . . . . . . . 2.70% 11.34%
Average commission rate paid . . . . . . . . . . . . $ 0.1551 n.a.
</TABLE>
(1) Not annualized for the period January 27, 1997 through March 31, 1997.
(2) Annualized for the period January 27, 1997 through March 31, 1997.
<PAGE> 4
BREMER INVESTMENT FUNDS, INC.
STATEMENT OF ADDITIONAL INFORMATION
Dated July 17, 1997
Bremer Investment Funds, Inc. ("BIFI") is an open-end, diversified
investment company, which consists of two mutual funds, the Bremer Growth Stock
Fund and the Bremer Bond Fund, which have different investment portfolios and
objectives (each, a "Fund," and together, the "Funds").
This Statement of Additional Information is not a prospectus, but contains
information in addition to and more detailed than what is contained in the
Prospectus for the Funds. It should be read in conjunction with the
Prospectus, dated January 23, 1997, as supplemented July 17, 1997, which has
been filed with the Securities and Exchange Commission and can be obtained,
without charge, by calling or 1-800-595-5552 or writing to Bremer Investment
Funds, Inc., c/o Firstar Trust Company, P.O. Box 701, Milwaukee, Wisconsin
53201-0701. This Statement of Additional Information has been incorporated by
reference into the Prospectus.
Table of Contents
Investment Objectives and Policies ....................................... 2
Investment Limitations ................................................... 2
Portfolio Turnover ....................................................... 3
Purchasing and Redeeming Shares .......................................... 3
Officers and Directors ................................................... 3
Principal Holders of Securities .......................................... 4
Investment Adviser ....................................................... 4
Transfer Agent and Custodian ............................................. 5
Portfolio Transactions ................................................... 5
Financial Statements .................................................... 6
<PAGE> 5
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives, policies and limitations of the Funds are
described in the Prospectus under the heading "Investment Objectives and
Policies."
INVESTMENT LIMITATIONS
Each Fund is subject to certain fundamental investment restrictions
described in the Prospectus under the heading "Investment Restrictions." Such
investment restrictions may not be changed without the approval of a majority
of the shareholders of the Fund. The vote of a majority of the shareholders
means the vote, at a meeting of the shareholders, of holders representing (a)
67% or more of the voting securities present at such meeting, if the holders of
more than 50% of the outstanding voting securities are present or represented
by proxy; or (b) more than 50% of the outstanding voting securities, whichever
is less.
In addition, the Funds have adopted other investment limitations and will
not:
1) Purchase securities on margin, participate in a joint trading
account or sell securities short.
2) Lend money.
3) Purchase or sell real estate or interests in real estate,
commodities or commodity futures. The Growth Stock Fund may invest
in the securities of real estate investment trusts up to 10% of the
Growth Stock Fund's total net assets.
4) Borrow money except temporarily from a bank (5% of lower of
cost or market of total assets) for emergency or extraordinary
purposes.
5) Purchase securities of other regulated investment companies,
except in open market transactions limited to not more than 10% of
its total assets, or except as part of merger, consolidation or
other acquisition.
6) Invest more than 5% of its total assets in securities of
issuers that have less than three years of continuous operations or
in any equity or fixed income securities of any issuer which are not
readily marketable.
7) Invest more than 5% of its total assets in securities of any
one issuer (except cash, cash items, repurchase agreements and U.S.
Government obligations) or acquire more than 10% of any class of
voting shares of any one issuer.
8) Invest 25% or more of the Growth Stock Fund's total assets
in companies of any one industry or group of related
industries.
9) Hold more than 10% of the Bond Fund's total net assets in
bonds rated Baa by Moody's or BBB by S&P.
2
<PAGE> 6
PORTFOLIO TURNOVER
The annual portfolio turnover rate is not expected to exceed 50% for the
Growth Stock Fund and 100% for the Bond Fund. No limit, however, has been
placed on the rate of portfolio turnover of the Funds, and securities may be
sold without regard to the time they have been held when, in the opinion of the
Investment Adviser, investment considerations warrant such action. Portfolio
turnover rate is calculated by dividing the lesser of a Fund's annual sales or
purchases of portfolio securities (exclusive of securities with maturities of
one year or less at the time the Fund acquired them) by the monthly average
value of the securities in the Fund's portfolio during the year.
PURCHASING AND REDEEMING SHARES
The purchase and redemption of shares of the Funds are subject to the
procedures described under the headings "Purchasing Shares" and "Redeeming
Shares" in the Prospectus, which is incorporated herein by reference.
OFFICERS AND DIRECTORS
The officers and directors of BIFI and their principal occupations for the
last five years are set forth below. Unless otherwise noted, the address for
each director and officer is Bremer Investment Funds, Inc., P.O. Box 1956, St.
Cloud, Minnesota 56302.
<TABLE>
<CAPTION>
Position(s) Held Principal Occupation(s)
Name and Address With Registrant During Past Five Years
- ---------------- --------------- ----------------------
<S> <C> <C>
Steven A. Laraway* President and President/Chief
Director Executive Officer of
First American Trust
Company of Minnesota
since February 1992;
Vice President of Bank
One Ohio Trust Company
from March 1987 to
February 1992.
David J. Erickson* Vice President Vice President/Chief
Investment Officer of
First American Trust
Company of Minnesota
since January 1993;
Vice President -
Investments of North
Central Trust Company
from September 1987 to
January 1993.
Paul W. Gifford, Jr.* Secretary Investment
Manager/Trust Officer
of First American
Trust Company of
Minnesota. Mr.
Gifford has held
various positions with
First American Trust
Company since December
1990.
Richard A. DiNello* Treasurer Chief Financial
Officer of First
American Trust Company
of Minnesota. Mr.
DiNello has held
various positions with
First American Trust
Company since July
1986.
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
Position(s) Held Principal Occupation(s)
Name and Address With Registrant During Past Five Years
- ---------------- --------------- ----------------------
<S> <C> <C>
John M. Bishop Director President of Bishop
Lakedale Telephone Company Communications
Highway 55 East Corp. for more than
Annadale, MN 55302 the past five
years.
John V. Botsford Director President of
Suite 300 Botsford & Rice,
3100 South Columbia Rd. Inc. for more than
P.O. Box 14388 the past five years
Grand Forks, ND 58208-4388 and Managing Partner
of Botsford & Rice
Cooperative
Securities, LLP.
John J. Feda Director Retired.
607 South First Street
Marshall, MN 56258
William H. Lipschultz* Director Chairman of Bremer
445 Minnesota St., Suite 2000 Financial Corporation
St. Paul, MN 55101-2107 since 1996 and Vice
President - Regional
Manager of Stone
Container Corporation
from January 1977 to
February 1996.
- -------------------------------
</TABLE>
*Interested person of the Funds, as defined in the Investment Company Act of
1940.
The following table provides compensation information for BIFI's directors.
Executive officers of BIFI and directors who are deemed to be interested persons
of BIFI, as defined in the Investment Company Act of 1940, do not receive
compensation from BIFI.
<TABLE>
<CAPTION>
Aggregate Compensation
Name and Position From Registrant(1)
----------------- ----------------------
<S> <C>
John M. Bishop $1,600
Director
John V. Botsford 2,000
Director
John J. Feda 1,600
Director
Steven A. Laraway - 0 -
President and Director
William H. Lipschultz - 0 -
Director
</TABLE>
- ------------
(1) Represents estimated director's fees and expenses for the fiscal year
ending September 30, 1997. Outside directors receive fees of $600 for each
in-person meeting and $300 for each telephonic meeting attended, plus travel
expenses.
PRINCIPAL HOLDERS OF SECURITIES
As of January 15, 1997, First American Trust Company of Minnesota, a
Minnesota corporation, held one share of Class A Common Stock (the Growth Stock
Fund) and 9,999 shares of Class B Common Stock (the Bond Fund), which
represented all of BIFI's capital stock outstanding on such date. Such shares
were issued in consideration of the initial capitalization of BIFI. Upon the
conversion of certain common and collective trust funds into shares of BIFI,
such shares of stock will represent less than 5% of each class of outstanding
Common Stock. First American Trust Company of Minnesota is a wholly owned
subsidiary of Bremer Financial Corporation.
INVESTMENT ADVISER
First American Trust Company of Minnesota (the "Investment Adviser")
serves as the investment adviser of the Funds under the terms of an Investment
Advisory Agreement dated
4
<PAGE> 8
December 17, 1996. The Investment Advisory Agreement must be
approved annually by the Board of Directors of BIFI, including a majority of
those directors who are not parties to such contract or "interested persons" of
any such party as defined in the Investment Company Act of 1940, by vote cast
in person at a meeting called for such purpose. The Agreement may be
terminated at any time, without penalty, on 60 days' written notice by BIFI's
Board of Directors, by the holders of a majority of the Funds' outstanding
voting securities or by the Investment Adviser. The Agreement automatically
terminates in the event of its assignment (as defined in the Investment
Company Act of 1940 and the rules thereunder).
As compensation for its services to the Funds, the Investment Adviser
receives monthly compensation at the annual rate of 0.7% of the average daily
net assets of the Funds, computed daily and paid monthly. First American Trust
has agreed with the Funds that the expense ratio will not exceed the expense
limitation of any state in which the Funds' shares are sold.
BIFI bears all expenses of its operation, other than those assumed by the
Investment Adviser. Such expenses include payment for distribution, transfer
agent services, accounting services, certain administration services, legal
fees and payment of taxes. The expenses of organizing BIFI and registering and
qualifying its initial shares under federal and state securities laws will be
charged to BIFI's operations as an expense amortized over a period not to
exceed five years.
The Investment Adviser is a wholly owned subsidiary of Bremer Financial
Corporation, a bank holding company. The officers of BIFI also serve as officers
of the Investment Adviser, as described above in "Officers and Directors."
BIFI has adopted a written plan of distribution in accordance with Rule
12b-1 under the Investment Company Act of 1940. See "Plan of Distribution" in
the Prospectus.
TRANSFER AGENT AND CUSTODIAN
Firstar Trust Company, P.O. Box 701, Milwaukee, Wisconsin 53201-0701,
(telephone 1-800-595-5552), acts as administrator, custodian, transfer agent
and dividend disbursing agent and is reimbursed for all expenditures incurred
in the discharge of these responsibilities.
Firstar Trust Company and BIFI are parties to a Fund Administration
Servicing Agreement, Fund Accounting Servicing Agreement, Custodian Agreement
and Transfer Agent Agreement. Pursuant to such agreements, Firstar Trust
Company controls all securities and cash for the Funds, receives and pays for
securities purchased, delivers against payment for securities sold, receives
and collects income from investments, makes all payments for Fund expenses and
performs other administrative services, as directed in writing by authorized
officers of the Funds. Certain information regarding the administrative
services provided by Firstar Trust Company is contained in the Prospectus under
the heading "Plan of Distribution."
PORTFOLIO TRANSACTIONS
Subject to policies established by BIFI's Board of Directors, the
Investment Adviser is responsible for the Funds' portfolio decisions and the
placing of orders to effect the Funds' portfolio transactions. With respect to
such transactions, the Investment Adviser seeks to obtain the best net results
for the Funds, taking into account such factors as price (including the
applicable brokerage commission or dealer spread), size of order, difficulty of
execution and operational facilities of the firm involved. While the
Investment Adviser generally seeks reasonably competitive commission rates, the
Funds will not necessarily be paying the lowest commission or spread available.
BIFI has no obligation to deal with any broker or dealer in the execution of
its portfolio transactions. There is no affiliation between any broker-dealer
or affiliated persons of any broker-dealer who executes transactions for the
Funds and BIFI's officers and directors or the Investment Adviser.
Investment decisions for each Fund are made independently. When the Funds
are simultaneously engaged in the purchase or sale of the same securities, the
transactions are averaged
5
<PAGE> 9
as to price and allocated as to amount in accordance with a formula
deemed equitable to each Fund. In some cases this system could adversely
affect the price paid or received by a Fund, or the size of the position
obtainable for a Fund.
Decisions with respect to allocations of portfolio brokerage will be made
by the Investment Adviser. Portfolio transactions are normally placed with
broker-dealers which provide the Investment Adviser with research and
statistical assistance. Recognizing the value of these factors, a Fund may pay
brokerage commissions in excess of those which another broker might charge for
effecting the same transaction.
FINANCIAL STATEMENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholder and Board of Directors
of Bremer Investment Funds, Inc.:
We have audited the statement of assets and liabilities of Bremer Investment
Funds, Inc. (the "Fund"), (a Maryland corporation comprised of the Bremer
Growth Stock Fund and the Bremer Bond Fund) as of December 17, 1996. This
financial statement is the responsibility of the Fund's management. Our
responsibility is to express an opinion on this financial statement based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the statement of assets and liabilities referred to above
presents fairly, in all material respects, the net assets of the Fund as of
December 17, 1996, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
December 17, 1996.
6
<PAGE> 10
BREMER INVESTMENT FUNDS, INC.
Statement of Assets and Liabilities
December 17, 1996
<TABLE>
<CAPTION>
Bremer Growth Bremer Bond
Stock Fund Fund
------------- -----------
<S> <C> <C>
ASSETS
Cash $ 10 $ 99,990
Unamortized organizational costs 27,699 27,699
Prepaid registration expense 11,209 11,209
---------- ------------
Total Assets 38,918 138,898
---------- ------------
LIABILITIES
38,908 38,908
Payable to Adviser ---------- ------------
38,908 38,908
Total Liabilities ---------- ------------
NET ASSETS $ 10 $ 99,990
=========== ============
Capital Stock $ 10 $ 99,990
=========== ============
Shares outstanding 1 9,999
=========== ============
Offering and redemption price/net asset value per share $ 10.00 $ 10.00
=========== ============
</TABLE>
The accompanying notes to financial statement are an integral part of this
statement.
NOTES TO FINANCIAL STATEMENT
1. Bremer Investment Funds, Inc. (the "Fund"), an open-end, diversified,
management investment company, was incorporated under the laws of the
state of Maryland on August 26, 1996, and consists of the Bremer Growth
Stock Fund and the Bremer Bond Fund. The Fund is authorized to issue up
to 500 million shares of $.0001 par value per share common stock. Of
these shares, 100 million have been authorized for each of the Bremer
Growth Stock Fund and the Bremer Bond Fund. The Bremer Growth Stock
Fund's investment objective is to seek long-term appreciation of capital
by investing primarily in a portfolio of equity securities of established
companies with above average prospects for growth or ones incurring
significant fundamental changes. The Bremer Bond Fund's investment
objective is to seek maximum total return, consistent with the
preservation of capital and prudent investment management, through
investment in an actively managed portfolio of fixed income securities.
The Fund has had no operations to date other than those relating to
organizational matters and the sale of 10,000 shares of common stock; one
for the Bremer Growth Stock Fund and 9,999 for the Bremer Bond Fund, to
its original stockholder, First American Trust Company of Minnesota.
2. The Fund has an agreement with First American Trust Company of Minnesota
(the "Adviser"), to furnish management services to the Fund. Under the
terms of this agreement, the Fund will pay the Adviser a monthly fee based
on the Fund's average daily net assets at the annual rate of .70%.
3. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements. Actual results could differ from
those estimates.
4. Organizational costs are being deferred and amortized over the period of
benefit, but not to exceed 60 months from the Fund's commencement of
operations. These costs were advanced by the Adviser and will be
reimbursed by the Fund. The proceeds of any redemption of the initial
shares by the original stockholder or any transferee will be reduced by a
pro-rata portion of any then unamortized organizational expenses in the
same proportion as the number of initial shares being redeemed bears to
the number of initial shares outstanding at the time of such redemption.
Prepaid registration expenses are amortized over the period of benefit
which is generally one year.
5. The Fund has adopted a written plan of distribution in accordance with
Rule 12b-1 which authorizes the Fund to make payments in connection with
the distribution of shares at an annual rate, as determined from time to
time by the Board of Directors, of up to .25% of the Fund's average daily
net assets. Initially, all payments under the plan will be made to the
Adviser, which directly bears all sales and promotional expenses of the
Fund, other than expenses incurred to comply with laws. The Adviser has
voluntarily agreed to waive 12b-1 fees payable to it during the first year
of the Fund's operation.
7
<PAGE> 11
BREMER INVESTMENT FUNDS, INC.
STATEMENT OF ASSETS AND LIABILITIES
March 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
Growth Bond
Stock Fund Fund
<S> <C> <C>
ASSETS:
Investments, at value
(Cost of $28,233,144 and $38,945,962, respectively) $27,150,985 $38,520,053
Dividends receivable 25,245 428,342
Interest receivable 8,140 14,121
Organizational expenses, net of accumulated amortization 26,388 26,388
Other assets 11,245 11,245
Cash --- 11,500
----------- -----------
Total assets 27,222,003 39,011,649
----------- -----------
LIABILITIES:
Payable for securities purchased 411,700 ---
Payable to Investment Adviser 43,029 48,108
Dividend payable --- 163,744
Accrued expenses and other liabilities 14,096 17,121
----------- -----------
Total Liabilities 468,825 228,973
----------- -----------
NET ASSETS $26,753,178 $38,782,676
=========== ===========
NET ASSETS CONSIST OF:
Capital stock 27,858,290 39,204,719
Accumulated undistributed net investment income 41,342 6,351
Accumulated undistributed net realized loss on investments (64,295) (2,485)
Net unrealized depreciation on investments (1,082,159) (425,909)
----------- -----------
Total Net Assets $26,753,178 $38,782,676
=========== ===========
Shares outstanding
(100 million shares authorized for each Fund, $ .0001 par value) 2,788,206 3,905,942
Net Asset Value, Redemption Price and Offering Price Per Share $ 9.60 $ 9.93
=========== ===========
</TABLE>
See Notes to the Financial Statements
<PAGE> 12
BREMER INVESTMENT FUNDS, INC.
STATEMENT OF OPERATIONS
January 27, 19971 through March 31, 1997
(Unaudited)
<TABLE>
<CAPTION> ----------- ----------
GROWTH BOND
STOCK FUND FUND
----------- ----------
<S> <C> <C>
INVESTMENT INCOME:
Dividend Income $ 67,066 $ 5,000
Interest Income 21,451 350,661
----------- -----------
Total investment income 88,517 355,661
----------- -----------
EXPENSES:
Investment advisory fees 29,818 37,831
Administration fees 3,686 3,686
Shareholder servicing and accounting costs 6,552 7,875
Custody fees 756 1,386
Federal and state registration 3,591 4,662
Professional fees 1,512 1,512
Reports to shareholders 315 315
Amortization of organizational expenses 945 945
Directors' fees and expenses 504 504
Other 441 441
----------- -----------
Total expenses 48,120 59,157
----------- -----------
NET INVESTMENT INCOME 40,397 296,504
----------- -----------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS:
Net realized loss on investments (64,295) (2,485)
Change in unrealized depreciation on investments (1,082,159) (425,909)
----------- -----------
Net realized and unrealized loss on investments (1,146,454) (428,394)
----------- -----------
NET DECREASE IN NET ASSETS
RESULTING FROM OPERATIONS ($1,106,057) ($131,890)
=========== ===========
</TABLE>
1 Commencement of Operations
See Notes to the Financial Statements
- --------------------------------------------------------------------------------
<PAGE> 13
BREMER INVESTMENT FUNDS, INC.
STATEMENT OF CHANGES IN NET ASSETS
January 27, 1997(1) through March 31, 1997
(Unaudited)
<TABLE>
<CAPTION> ----------- ----------
Growth Bond
Stock Fund Fund
----------- ----------
<S> <C> <C>
OPERATIONS:
Net investment income $ 40,397 $ 296,504
Net realized loss on investments (64,295) (2,485)
Change in unrealized depreciation on investments (1,082,159) (425,909)
----------- -----------
Net decrease in net assets from operations (1,106,057) (131,890)
----------- -----------
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income --- (291,098)
----------- -----------
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold 14,934,333 23,630,395
Proceeds from collective trust fund conversion 13,350,932 19,855,542
Shares issued to holders in reinvestment of dividends --- 2,244
Cost of shares redeemed (426,030) (4,282,517)
----------- -----------
Net increase in net assets from capital share transactions 27,859,235 39,205,664
----------- -----------
TOTAL INCREASE IN NET ASSETS 26,753,178 38,782,676
----------- -----------
NET ASSETS:
Beginning of period 0 0
----------- -----------
End of period (including undistributed net investment
income of $41,342 and $6,351, respectively) $26,753,178 $38,782,676
=========== ===========
</TABLE>
1 Commencement of Operations
See Notes to the Financial Statements
- --------------------------------------------------------------------------------
<PAGE> 14
BREMER INVESTMENT FUNDS, INC.
FINANCIAL HIGHLIGHTS
January 27, 1997(1) through March 31, 1997
(Unaudited)
<TABLE>
<CAPTION> ------------- -------------
Growth Bond
Stock Fund Fund
------------- -------------
<S> <C> <C>
PER SHARE DATA:
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.00 $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income 0.01 0.08
Net realized and unrealized loss on investments (0.41) (0.07)
------------ ------------
Total from investment operations (0.40) 0.01
------------ ------------
Less dividends from net investment income --- (0.08)
NET ASSET VALUE, END OF PERIOD $ 9.60 $ 9.93
============ ============
TOTAL RETURN(2) (4.00%) 0.09%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period $ 25,753,178 $ 38,782,676
Ratio of net expenses to average net assets3 1.13% 1.09%
Ratio of net investment income to average net assets(3) 0.95% 5.49%
Portfolio turnover rate 2.70% 11.34%
Average commission rate paid $ 0.1551 n.a.
</TABLE>
1 Commencement of Operations
2 Not annualized
3 Annualized
See Notes to the Financial Statements
- --------------------------------------------------------------------------------
<PAGE> 15
BREMER INVESTMENT FUNDS, INC.
SCHEDULE OF INVESTMENTS - March 31, 1997 (Unaudited)
GROWTH STOCK FUND
<TABLE>
<CAPTION>
Shares Value
COMMON STOCKS - 88.1%
<S> <C> <C>
APPAREL - 1.1%
15,000 Intimate Brands, Inc. $ 283,125
------------
BANKING & FINANCIAL SERVICES - 7.4%
8,932 Banc One Corporation 355,047
4,500 Citicorp 487,125
9,000 Equifax, Inc. 245,250
17,000 Federal Home Loan Mortgage Corporation 463,250
9,000 KeyCorp 438,750
------------
1,989,422
------------
BUSINESS SERVICE - 3.2%
8,500 Cisco Systems, Inc.* 409,062
11,500 Computer Associates International, Inc. 447,063
------------
856,125
------------
CAPITAL GOOD - 6.1%
7,000 Dover Corporation 367,500
6,000 Emerson Electric Company 270,000
7,000 General Electric Company 694,750
10,000 Thermo Electron Corporation* 308,750
------------
1,641,000
------------
COMMUNICATIONS & MEDIA - 2.5%
9,000 Harcourt General, Inc. 418,500
5,000 Interpublic Group of Companies, Inc. 263,750
------------
682,250
------------
CONSUMER PRODUCT - 1.1%
10,500 Cognizant Corporation 305,812
------------
COSMETIC & SOAP - 3.4%
6,000 Colgate-Palmolive Company 597,750
4,260 Gillette Company 309,382
------------
907,132
------------
DRUGS - 5.2%
6,000 Medtronic, Inc. 373,500
6,000 Merck & Company, Inc. 505,500
6,000 Pfizer, Inc. 504,750
------------
1,383,750
------------
ENERGY - 8.2%
4,000 Amoco Corporation 346,500
4,000 El Paso Natural Gas 226,500
7,000 Enron Corporation 266,000
3,000 Exxon Corporation 323,250
4,500 Halliburton Company 304,875
3,000 Mobil Corporation 391,875
3,000 Schlumberger, Ltd. 321,750
------------
2,180,750
------------
</TABLE>
See Notes to the Financial Statements
<PAGE> 16
BREMER INVESTMENT FUNDS, INC.
SCHEDULE OF INVESTMENTS - March 31, 1997 (Unaudited)
GROWTH STOCK FUND
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
ENTERTAINMENT & LEISURE - 1.2%
10,000 Viacom, Inc.* $ 331,250
------------
FOOD, BEVERAGE & TOBACCO - 3.8%
2,000 CPC International, Inc. 164,000
12,500 PepsiCo, Inc. 407,812
4,000 Philip Morris Companies, Inc. 456,500
------------
1,028,312
------------
HEALTH CARE - 4.9%
6,000 Boston Scientific Corporation* 370,500
6,500 Healthcare COMPARE Corporation* 264,063
9,500 Quorum Health Group, Inc.* 293,312
10,000 Vencor, Inc.* 378,750
------------
1,306,625
------------
INSURANCE - 4.5%
7,000 AFLAC, Inc. 262,500
4,000 American International Group, Inc. 469,500
2,000 MBIA, Inc. 191,750
5,000 Providian Corporation 267,500
------------
1,191,250
------------
LODGING - 1.5%
20,000 La Quinta Inns, Inc. 410,000
------------
RESTAURANT - 3.3%
10,000 Cracker Barrel Old Country Store, Inc. 261,250
6,000 McDonald's Corporation 283,500
15,000 Wendy's International, Inc. 309,375
------------
854,125
------------
RETAIL - GENERAL - 2.2%
8,000 Dayton Hudson Corporation 334,000
6,000 Walgreen Company 251,250
------------
585,250
------------
TECHNOLOGY - 17.7%
10,000 American Power Conversion Corporation 216,250
4,126 Boeing Company, The 406,927
7,500 Diebold, Inc. 282,187
10,000 Electronic Data Systems Corporation 403,750
13,000 First Data Corporation 440,375
6,000 Hewlett-Packard Corporation 319,500
5,000 Intel Corporation 695,625
7,000 Lucent Technologies, Inc. 369,250
5,000 Microsoft Corporation* 458,438
5,500 Motorola, Inc. 332,063
11,000 Oracle Systems Corporation* 424,188
7,000 U.S. Robotics Corporation* 387,625
------------
4,736,178
------------
</TABLE>
See Notes to the Financial Statements
<PAGE> 17
BREMER INVESTMENT FUNDS, INC.
SCHEDULE OF INVESTMENTS - March 31, 1997 (Unaudited)
GROWTH STOCK FUND
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
TRAVEL & RECREATION - 3.9%
15,000 Carnival Corporation $ 555,000
6,600 Walt Disney Company, The 481,800
------------
1,036,800
------------
MANUFACTURING - 3.7%
5,500 Crown Cork & Seal Company, Inc. 283,937
5,000 Fluor Corporation 262,500
4,500 Kimberly-Clark Corporation 447,188
------------
993,625
------------
UTILITY - 3.2%
7,000 American Telephone and Telegraph Corporation 243,250
6,000 GTE Corporation 279,750
9,000 MCI Communications Corporation 320,625
500 NCR Corporation* 17,625
------------
861,250
------------
TOTAL COMMON STOCKS (COST OF $24,646,190) 23,564,031
SHORT-TERM INVESTMENTS - 13.4%
INVESTMENT COMPANIES - 4.8%
1,292,989 Portico Institutional Money Market Fund 1,292,989
------------
Principal
Amount
COMMERCIAL PAPER - 1.0%
$260,000 Prudential Funding Corporation 260,000
------------
VARIABLE RATE DEMAND NOTES - 7.6%
943,625 American Family Financial Services 943,625
1,046,738 Johnson Controls, Inc. 1,046,738
43,602 Wisconsin Electric Power Company 43,602
------------
2,033,965
------------
TOTAL SHORT-TERM INVESTMENTS (COST OF $3,586,954) 3,586,954
------------
TOTAL INVESTMENTS - 101.5% (COST OF $28,233,144) 27,150,985
Liabilites in Excess of Other Assets - (1.5%) (397,807)
------------
TOTAL NET ASSETS - 100.0% $ 26,753,178
============
</TABLE>
* Non-income producing security.
See Notes to the Financial Statements
<PAGE> 18
BREMER INVESTMENT FUNDS, INC.
SCHEDULE OF INVESTMENTS - March 31, 1997 (Unaudited)
BREMER BOND FUND
<TABLE>
<CAPTION>
Principal Amount
or Shares Value
<S> <C> <C>
LONG-TERM INVESTMENTS - 86.4%
CORPORATE BONDS & NOTES - 43.6%
BANK & BANK HOLDING CO. - 2.8%
First Union National Bank - North Carolina #
$1,190,000 6.18%, 02/15/36 $ 1,099,597
------------
FINANCIAL SERVICES - 24.5%
BHP Finance USA Ltd.#
1,000,000 6.42%, 03/01/26 961,507
Chrysler Financial Corporation
500,000 6.625%, 08/15/00 495,601
Ford Capital B.V.
500,000 9.375%, 05/15/01 538,959
Ford Motor Credit Company
750,000 8.20%, 02/15/02 781,075
General Electric Capital Corporation#
1,000,000 6.66%, 05/01/18 995,006
Goldman Sachs Group, L.P.**
1,100,000 6.375%, 06/15/00 (Acquired 01/24/97, Cost of $1,089,436 1,078,297
Household International, Inc.
600,000 6.00%, 03/15/99 591,023
John Deere Capital Corporation
500,000 6.00%, 02/01/99 494,745
Lehman Brothers Holdings, Inc.
250,000 Zero coupon, 05/16/98 232,522
657,000 Zero coupon, 05/16/98 611,069
1,000,000 6.625%, 11/15/00 984,510
Salomon, Inc.
750,000 7.125%, 08/01/99 753,038
Travelers Group, Inc.#
1,000,000 6.875%, 06/01/25 975,869
------------
9,493,221
------------
FOOD, BEVERAGE & TOBACCO - 4.9%
Philip Morris, Inc.
1,200,000 7.125%, 10/01/04 1,164,143
750,000 7.20%, 02/01/07 724,890
------------
1,889,033
------------
INSURANCE - 2.0%
Hartford Financial Services Group, Inc.
800,000 6.375%, 11/01/02 769,553
------------
RETAIL - GENERAL - 3.8%
J.C. Penney & Company, Inc.#
1,500,000 6.90%, 08/15/26 1,477,908
------------
SAVINGS & LOAN - 1.3%
Anchor Savings Bank#
500,000 6.251%*, 8/15/08 499,458
------------
</TABLE>
See Notes to the Financial Statements
<PAGE> 19
BREMER INVESTMENT FUNDS, INC.
SCHEDULE OF INVESTMENTS - March 31, 1997 (Unaudited)
BREMER BOND FUND
<TABLE>
<CAPTION>
Principal Amount
or Shares Value
<S> <C> <C>
TRAVEL AND ENTERTAINMENT - 3.1%
Hilton Hotels Corporation
$500,000 9.80%, 10/15/98 $ 520,132
700,000 7.70%, 07/15/02 701,852
-----------
1,221,984
-----------
UTILITY - ELECTRIC - 1.2%
Public Service Company of Colorado
470,000 6.00%, 01/01/01 451,939
-----------
TOTAL CORPORATE BONDS
AND NOTES (Cost of $17,207,998) 16,902,693
-----------
PREFERRED STOCK - 0.7%
UTILITY - ELECTRIC - 0.7%
10,000 Tennessee Valley Authority 253,750
TOTAL PREFERRED STOCK (Cost of $256,250) 253,750
U.S. GOVERNMENT AGENCY AND
AGENCY ISSUES - 34.1%
Federal Home Loan Mortgage Corporation (FHLMC),
Participation Certificates:
$1,000,000 6.81%, 03/11/04 975,730
1,025,978 Pool E00389, 6.50%, 07/01/10 995,373
700,595 Pool E63742, 6.50%, 04/01/11 678,883
----------
2,649,986
----------
Federal Home Loan Mortgage Corporation (FHLMC),
2,196,194 Adjustable Rate Mortgage, 7.716%*, 07/01/24 2,281,930
----------
Federal Home Loan Mortgage Corporation (FHLMC),
Real Estate Mortgage Investment Conduits (REMIC):
420,000 Series 1808, Class A, 5.00%, 10/15/07 366,167
600,000 Series 1480, Class LE, 6.50%, 07/15/08 564,258
472,047 Series 1351, Class TA, 7.00%, 09/15/18 473,166
264,377 Series 1255, Class E, 7.50%, 01/15/19 265,810
350,000 Series 1492, Class G, 6.50%, 09/15/20 331,569
----------
2,000,970
Federal Housing Authority (FHA),
553,657 Adjustable Rate Mortgage, Pool #008680, 7.125%*,
08/20/20 566,944
----------
Federal National Mortgage Association (FNMA),
Pass-Thru Certificates:
649,781 Pool #190255, 6.50%, 02/01/09 631,126
846,303 Pool #320470, 6.50%, 08/01/10 818,705
----------
1,449,831
----------
</TABLE>
See Notes to the Financial Statements
<PAGE> 20
BREMER INVESTMENT FUNDS, INC.
SCHEDULE OF INVESTMENTS - March 31, 1997 (Unaudited)
BREMER BOND FUND
<TABLE>
<CAPTION>
Principal Amount
or Shares Value
<S> <C> <C>
Federal National Mortgage Association (FNMA):
Real Estate Mortgage Investment Conduits (REMIC):
$480,667 Series 1993-187, Class E, 5.75%, 11/25/16 $ 468,285
396,722 Series 1992-27, Class PH, 7.00%, 05/25/17 397,468
300,000 Series 1992-36 Class PH, 7.50%, 02/25/18 301,926
500,000 Series 1992-125, Class J, 6.50%, 05/25/21 465,150
669,522 Series 1992-138 Class O, 7.50%, 07/25/22 664,501
575,000 Series 1993-167, Class J, 6.75%, 12/25/22 545,784
-----------
2,843,114
-----------
Government National Mortgage Association (GMNA),
Adjustable Rate Mortgages:
355,089 Pool #008332, 6.50%*, 03/20/18 360,192
393,124 Pool #008162, 6.50%*, 03/20/23 398,639
654,202 Pool #008542, 6.875%*, 11/20/24 667,346
-----------
1,426,177
-----------
TOTAL U.S. GOVERNMENT AGENCY AND
AGENCY-BACKED ISSUES (Cost of $13,279,588) 13,218,952
-----------
U.S. TREASURY OBLIGATIONS - 8.0%
U.S. Treasury Notes:
2,500,000 5.75%, 10/31/00 2,427,345
750,000 5.75%, 08/15/03 707,813
-----------
TOTAL U.S. TRESURY OBLIGATIONS (Cost of $3,192,626) 3,135,158
-----------
TOTAL LONG-TERM INVESTMENTS
(Cost of $33,936,462) 33,510,553
-----------
SHORT-TERM INVESTMENTS - 12.9%
COMMERCIAL PAPER - 4.0%
1,000,000 General Motors Acceptance Corporation 999,852
569,000 Prudential Funding Corporation 569,000
-----------
1,568,852
-----------
INVESTMENT COMPANIES - 1.5%
581,837 Portico Institutional Money Market Fund 581,837
-----------
VARIABLE RATE DEMAND NOTES - 4.8%
$ 311,403 American Family Financial Services 311,403
1,116,459 Johnson Controls, Inc. 1,116,459
182,838 Pitney Bowes, Inc. 182,838
4,356 Sara Lee Corporation 4,356
235,832 Warner-Lambert Company 235,832
12,117 Wisconsin Electric Power Company 12,117
-----------
1,863,005
-----------
</TABLE>
See Notes to the Financial Statements
<PAGE> 21
BREMER INVESTMENT FUNDS, INC.
SCHEDULE OF INVESTMENTS - March 31, 1997 (Unaudited)
BREMER BOND FUND
<TABLE>
<CAPTION>
Principal Amount
or Shares Value
<S> <C> <C>
U. S. GOVERNMENT AGENCY AND
AGENCY ISSUES - 2.6%
Federal Farm Credit Bank,
$1,000,000 5.60%, 4/27/97 $ 995,806
------------
TOTAL SHORT-TERM INVESTMENTS
(Cost of $5,009,500) 5,009,500
------------
TOTAL INVESTMENTS - 99.3% (Cost of $38,945,962) 38,520,053
Other Assets in Excess of Liabilities - 0.7% 262,623
------------
TOTAL NET ASSETS - 100% $ 38,782,676
============
</TABLE>
# Putable.
* Variable rate security. The rates listed are as of
March 31, 1997.
** Restricted security.
See Notes to the Financial Statements
<PAGE> 22
BREMER INVESTMENT FUNDS, INC.
NOTES TO THE FINANCIAL STATEMENTS
March 31, 1997
(Unaudited)
1. ORGANIZATION
Bremer Investment Funds, Inc. (the "Company") was incorporated on August
26, 1996, as a Maryland Corporation and is registered as an open-end
management investment company under the Investment Company Act of 1940.
The Bremer Growth Stock Fund and the Bremer Bond Fund (the "Funds") are
separate, diversified investment portfolios of the Company. The principle
investment objective of the Growth Fund is long-term appreciation of
capital. Dividend income, if any, is a secondary consideration. The
principle investment objective of the Bond Fund is to maximize total
return. The Investment Adviser held one share of the Growth Stock Fund
capital stock and 9,999 shares of the Bond Fund capital stock at $10 per
share on January 15, 1997. The Fund commenced operations on January 27,
1997.
The costs incurred in connection with the organization, initial
registration and public offering of shares, aggregating $27,332 and $27,332
for the Growth Stock Fund and Bond Fund, respectively, have been paid by
the Funds. These costs are being amortized over the period of benefit, but
not to exceed sixty months from the Fund's commencement of operations.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently
followed by the Funds in the preparation of their financial statements.
These policies are in conformity with generally accepted accounting
principles.
a) Investment Valuation - Securities that are listed on a securities
exchange are valued at the last quoted sales price on the day the
valuation is made. Price information on listed stocks is taken from the
exchange where the security is primarily traded. Securities which are
listed on an exchange but which are not traded on the valuation date are
valued at the mean between the latest bid and asked prices. Unlisted
securities for which market quotations are readily available are valued
at the last sale price, or if no sale, at the mean between the latest
bid and asked price. Other assets and securities for which no
quotations are readily available are valued at fair value as determined
by the Investment Adviser under the supervision of the Board of
Directors. Instruments with a remaining maturity of 60 days or less are
valued at an amortized cost, which approximates market value.
b) Federal Income Taxes - No provision for federal income taxes has been
made since the Funds intend to comply with the provisions of the
Internal Revenue Code available to regulated investment companies in the
current and future years.
c) Income and Expenses - The Funds are charged for those expenses that are
directly attributable to each portfolio, such as advisory,
administration and certain shareholder service fees. Expenses that are
not directly attributable to a portfolio are typically allocated among
the Company's portfolios in proportion to their respective net assets,
number of shareholder accounts or net sales, where applicable.
d) Distributions to Shareholders - Dividends from net investment income of
the Growth Stock Fund are declared and paid annually. Dividends from
net investment income of the Bond Fund are declared and paid monthly.
Distributions of the Funds' net realized capital gains, if any, will be
declared at least annually.
e) Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
f) Restricted Security - The Bond Fund owns a certain investment security
which is unregistered and thus restricted to resale. This security is
valued by the Fund after giving due consideration to pertinent factors
<PAGE> 23
BREMER INVESTMENT FUNDS, INC.
NOTES TO THE FINANCIAL STATEMENTS
March 31, 1997
(Unaudited)
including recent private sales, market conditions and the issuer's
financial performance. Where future disposition of this security
requires registration under the Securities Act of 1933, the Fund has the
right to include their security in such registration, generally without
cost to the Fund. The Fund has no right to require registration of
unregistered securities.
g) Other - Investment and shareholder transactions are recorded no later
than the first business day after the trade date. The Funds determine
the gain or loss realized from the investment transactions by comparing
the original cost of the security lot sold with the net sales proceeds.
Dividend income is recognized on the ex-dividend date or as soon as
information is available to the Funds, and interest income is recognized
on an accrual basis. Generally accepted accounting principles require
that permanent financial reporting and tax differences be reclassified
to capital stock.
3. CAPITAL SHARE TRANSACTIONS
Transactions in shares of the Funds for the period January 27, 1997 through
March 31, 1997 were as follows:
<TABLE>
<CAPTION>
GROWTH FUND BOND FUND
----------- ---------
<S> <C> <C>
Shares sold 1,495,304 2,344,127
Shares issued as
a result of
collective trust
fund conversion 1,335,093 1,985,554
Shares issued
to holders in
reinvestment
of dividends 0 225
Shares redeemed (42,191) (423,964)
--------- ---------
Net increase 2,788,206 3,905,942
========= =========
</TABLE>
4. INVESTMENT TRANSACTIONS
The aggregate purchases and sales of investments, excluding short-term
investments, by the Funds for the period January 27, 1997 through March 31,
1997, were as follows:
<TABLE>
<CAPTION>
GROWTH FUND BOND FUND
----------- ---------
<S> <C> <C>
Purchases
U.S. Government $ 0 $18,254,264
Other 26,418,955 29,665,483
Sales
U.S. Government 0 1,776,382
Other 1,448,470 9,644,106
</TABLE>
At March 31, 1997, gross unrealized appreciation and depreciation of
investments for tax purposes were as follows:
<TABLE>
<CAPTION>
GROWTH FUND BOND FUND
----------- ---------
<S> <C> <C>
Appreciation $ 338,911 $ 16,191
(Depreciation) (1,421,070) (442,100)
Net depreciation
on investments ($1,082,159) ($425,909)
</TABLE>
At March 31, 1997, the cost of investments for federal income tax purposes
was $28,233,144 and $38,945,962 for the Growth Stock Fund and Bond Fund,
respectively.
5. INVESTMENT ADVISORY AND OTHER AGREEMENTS
The Funds have entered into an Investment Advisory Agreement with First
American Trust Company of Minnesota, a wholly owned subsidiary of Bremer
Financial Corporation, a bank holding company. Pursuant to its advisory
agreement with the Funds, the Investment Adviser is entitled to receive a
fee, calculated daily and payable monthly, at the annual rate of 0.70% as
applied to the Fund's daily net assets.
Firstar Trust Company, a subsidiary of Firstar Corporation, a publicly held
bank holding company, serves as custodian, transfer agent, administrator
and accounting services agent for the Funds.
The Funds have adopted a written plan of distribution (the "Plan") in
accordance with Rule 12b-1 under the Investment Company Act of 1940. The
Plan authorizes the Funds to make payments in connection with the
distribution of shares at an annual rate of up to 0.25% of a Fund's average
daily net assets. The Investment Advisor has voluntarily agreed to waive
12b-1 fees during the first year of each Fund's operation.
<PAGE> 24
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements
The financial statements below are contained in Part B of this
Registration Statement:
Balance Sheet as of December 17, 1996.
Report of Independent Auditors.
(b) Exhibits
1. Articles of Incorporation.
2. Bylaws.
3. Not applicable.
4. Articles of Incorporation, Article IV and Article
VII. (See Exhibit 1).
5. Form of Investment Advisory Agreement between Registrant
and First American Trust Company of Minnesota dated
December 17, 1996.
6. Not applicable.
7. Not applicable.
8. Custodian Agreement between the Registrant and
Firstar Trust Company dated November 5, 1996.
9.A. Fund Administration Servicing Agreement between
the Registrant and Firstar Trust Company dated November 5,
1996.
9.B. Fund Accounting Servicing Agreement between the
Registrant and Firstar Trust Company dated November 5,
1996.
9.C. Transfer Agent Agreement between the Registrant
and Firstar Trust Company dated November 5, 1996.
10. Opinion and consent of Briggs and Morgan, Professional
Association.
11. Consent of Arthur Andersen LLP.
12. None.
8
<PAGE> 25
13. Subscription Agreement between Registrant and
First American Trust Company of Minnesota dated December 17,
1996.
14.A. Form of Individual Retirement Custodial Account.
14.B. Form of Individual Retirement Account Disclosure Statement.
15. Plan of Distribution.
16. Not applicable.
17. Financial Data Schedule.
18. Not applicable.
Item 25. Persons Controlled By or Under Common Control with Registrant
----------------------------------------------------------------
Not applicable.
Item 26. Number of Holders of Securities
----------------------------------------------------------------
Title of Class Number of Record Holders
------------------------------- -------------------------------
Class A Common Stock, par
value $.0001 per share One, as of December 17, 1996*
Class B Common Stock, par
value $.0001 per share One, as of December 17, 1996*
* Issued in consideration of initial seed capital.
Item 27. Indemnification
---------------
The Registrant's Articles of Incorporation state that each
present or former director, officer, agent and employee of the
Registrant or any predecessor or constituent corporation, and each
person, who, at the request of the Registrant, serves or has served
another business enterprise in any such capacity, and the heirs and
personal representatives of each of the foregoing shall be
indemnified by the Registrant to the fullest extent permitted by
Maryland law against all expenses, including without limitation
amounts of judgments, fines, amounts paid in settlement, attorneys'
and accountants' fees, and costs of litigation, which shall
necessarily or reasonably be incurred by him or her in connection
with any action, suit or proceeding to which he or she was, is or
shall be a party, or with which he or she may be threatened, by
reason of his or her being or having been a director, officer,
agent or employee of the Registrant or such predecessor or
constituent corporation or such business enterprise, whether or not
he or she continues to be such at the time of incurring such
expenses. Such indemnification may include without limitation the
purchase of insurance and advancement of any expenses, and the
Registrant shall be empowered to enter into agreements to limit the
liability of directors and officers of the Registrant. No
indemnification shall be made in violation of the Maryland General
Corporation Law or the Investment Company Act of 1940.
9
<PAGE> 26
Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------
Not applicable.
Item 29. Principal Underwriters
----------------------
Not applicable.
Item 30. Location of Accounts and Records
--------------------------------
Custodian: Firstar Trust Company
615 East Michigan Street
Milwaukee, WI 53202
Transfer Agent: Overnight Deliveries Firstar Trust Company
Mutual Fund Services
615 Michigan Street,
3rd Floor
Milwaukee, WI 53202
Transfer Agent: Mailing Address Firstar Trust Company
Mutual Fund Services
P.O. Box 701
Milwaukee, WI 53201-0701
Investment Adviser: First American Trust
Company of Minnesota
P.O. Box 986
St. Cloud, Minnesota 56302
Item 31. Management Services
-------------------
Not applicable.
Item 32. Undertakings
------------
The Registrant hereby undertakes to file a post-effective
amendment, using financial statements which need not be certified,
within four to six months from the effective date of this Registration
Statement.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
10
<PAGE> 27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of St. Cloud, and State of Minnesota on the 17th day of July,
1997.
BREMER INVESTMENT FUNDS, INC.
By: /s/ Steven A. Laraway
---------------------------
Steven A. Laraway
President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Steven A. Laraway President and Director July 17, 1997
- ------------------------- (Principal Executive Officer)
Steven A. Laraway
/s/ Richard A. DiNello Treasurer (Principal July 17, 1997
- ------------------------- Financial and Accounting
Richard A. DiNello Officer)
* Director July 17, 1997
- -------------------------
John M. Bishop
* Director July 17, 1997
- -------------------------
John V. Botsford
* Director July 17, 1997
- -------------------------
John J. Feda
* Director July 17, 1997
- -------------------------
William H. Lipschultz
</TABLE>
/s/ Steven A. Laraway
- ---------------------
* Steven A. Laraway
Attorney-in-Fact
<PAGE> 28
EXHIBIT INDEX
1.* Articles of Incorporation.
2.* Bylaws.
3.* Not applicable.
4.* Articles of Incorporation, Article IV and Article VII. (See Exhibit 1).
5.** Form of Investment Advisory Agreement between Registrant and First
American Trust Company of Minnesota dated December 17, 1996.
6. Not applicable.
7. Not applicable.
8.* Custodian Agreement between the Registrant and Firstar Trust Company
dated November 5, 1996.
9.A.* Fund Administration Servicing Agreement between the Registrant and
Firstar Trust Company dated November 5, 1996.
9.B.* Fund Accounting Servicing Agreement between the Registrant and Firstar
Trust Company dated November 5, 1996.
9.C.* Transfer Agent Agreement between the Registrant and Firstar Trust Company
dated November 5, 1996.
10.*** Opinion and consent of Briggs and Morgan, Professional Association.
11. Consent of Arthur Andersen LLP. (Filed herewith.)
12. None.
13.** Subscription Agreement between Registrant and First American Trust
Company of Minnesota dated December 17, 1996.
14.A.* Form of Individual Retirement Custodial Account.
14.B.* Form of Individual Retirement Account Disclosure Statement.
15.* Plan of Distribution.
16. Not applicable.
17.** Financial Data Schedule.
18. Not applicable.
* Included in original filing of the Registration Statement and incorporated
herein by reference.
** Included in Pre-Effective Amendment No. 1 to the Registration Statement and
incorporated herein by reference.
***Included in Pre-Effective Amendment No. 2 to the Registration Statement and
incorporated herein by reference.
<PAGE> 1
EXHIBIT-11
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the use of our report,
and to all references to our firm, included in or made a part of this Form N-1A
registration statement for Bremer Investment Funds, Inc.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
July 15, 1997.
