<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FILE NO. 2-24221
ON AUGUST 28, 1998 FILE NO. 811-1338
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. 56 [ X ]
----
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 25 [ X ]
----
IAA TRUST GROWTH FUND, INC.
(Exact Name of Registrant as Specified on Charter)
808 IAA Drive
Bloomington, Illinois 61702
---------------------------
(Address of Principal Executive Offices)
(309) 557-3092
--------------
(Registrant's Telephone Number)
IAA TRUST COMPANY
808 IAA Drive
Bloomington, Illinois 61702
---------------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check
appropriate box):
[ ] immediately upon filing pursuant to paragraph (b);
[ ] on ________ (date) pursuant to paragraph (b);
[ ] 60 days after filing pursuant to paragraph (a)(1);
[ X ] on October 28, 1998 pursuant to paragraph (a)(1);
[ ] 75 days after filing pursuant to paragraph (a)(2); or
[ ] on ___________ 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.
Registrant has registered an indefinite number of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 and the Rule 24f-2 Notice for
Registrant's most recent fiscal year will be filed on or before September 28,
1998.
Explanatory Note
This post-effective amendment on Form N-1A is being filed to update information
in the registration statement in order to be in compliance with revised Form
N-1A requirements and plain english prospectus disclosure requirements.
<PAGE> 2
[Back cover]
ADDITIONAL INFORMATION
ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS:
These reports include financial statements and a complete listing of the
portfolio of investments for each fund.
STATEMENT OF ADDITIONAL INFORMATION (SAI):
The SAI contains more detailed information on all aspects of the funds. It has
been filed with the Securities and Exchange Commission and is incorporated by
reference.
To request a free copy of the current annual/semi-annual report or SAI, please
write or call:
FPS Broker Services, Inc.
3200 Horizon Drive
P.O. Box 61503
King of Prussia, PA 19406-0903
(800) 245-2100
or contact
IAA Trust Company
(309) 557-3222
You may visit the Securities and Exchange Commission's Internet website to view
reports and other information about the funds.
In addition, this information may be obtained in person at the SEC's Public
Reference Room in Washington, DC (telephone 800-SEC-0330) or by mail by sending
your request, along with a duplicating fee, to the SEC's Public Reference
Section, Washington, DC 20549-6009
SEC file #811-1338, #811-2839, #811-2840,
and #811-3186
[Front Cover]
PROSPECTUS
__________, 1998
[INSERT PICTURE/LOGO]
IAA Trust Growth Fund
IAA Trust Asset Allocation Fund
IAA Trust Tax Exempt Bond Fund
IAA Trust Money Market Fund
IAA Trust Short-Term Government Bond Fund
IAA Trust Long-Term Bond Fund
IAA Trust Mutual Funds
808 IAA Drive
Bloomington, IL 61702
The securities described in this prospectus have not been approved or
disapproved by the Securities and Exchange Commission. The Securities and
Exchange Commission has also not passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
<PAGE> 3
CONTENTS
FUND INFORMATION 3
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Concise fund-by-fund descriptions are provided on the following pages.
Each description provides the specific fund goals, strategies, risks,
suitability and performance. Before investing, make sure that the
fund's goal matches your own. The funds cannot be certain that they
will achieve their goals. Please keep this prospectus with your
investment records.
A DESCRIPTION OF EACH FUND
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Goals, Strategies, Risks,
Suitability and Performance
Growth Fund 3
Asset Allocation Fund 6
Tax Exempt Bond Fund 8
Money Market Fund 10
Short-Term Government Bond Fund 13
Long-Term Bond Fund 15
FEES AND EXPENSES OF THE FUNDS
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Shareholder Fees 17
Annual Fund Operating Expenses 17
Example 18
MANAGEMENT OF THE FUNDS 18
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The IAA Trust Company, chartered in 1970, is a wholly-owned affiliate
of the Illinois Agricultural Association, a membership organization
over a quarter million strong. Providing a full range of investment
products and services to a broad customer base is a major strength of
IAA Trust Company. This comprehensive approach provides customers with
more service and better service as well. With an understanding of each
customer's trust and investment needs, IAA Trust Company tailors a
program that effectively, efficiently and profitably addresses those
needs.
DISTRIBUTION ARRANGEMENTS 18
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YOUR INVESTMENT 18
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Buying Shares 18
Selling Shares 20
Transaction Policies 21
DISTRIBUTIONS AND TAXES 22
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OTHER SECURITIES AND RISKS 23
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FINANCIAL HIGHLIGHTS 24
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<PAGE> 4
GROWTH FUND
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Registrant's Name: IAA Trust Growth Fund, Inc.
[GRAPHIC] INVESTMENT GOAL
Growth of capital. Dividend income, if any,
will be incidental to this goal.
[GRAPHIC] PRINCIPAL STRATEGY
To pursue its goal, the fund invests
principally in common stocks and other
equity securities of well-established,
large-capitalization companies that have
long-term growth potential. In selecting
stocks, the portfolio managers search for
stocks that are the best values and growth
stocks that are currently out of favor. This
means that the portfolio managers believe
that the stocks are reasonably priced and
have above-average growth potential. Current
income is not a significant factor in stock
selection. The portfolio managers seek to
manage risk by diversifying investments
among different industries. The fund may
invest up to 10% of its assets in the
securities of foreign issuers.
To a lesser extent, the fund may also invest
in investment grade bonds and preferred
stocks when the portfolio managers believe
it would be prudent. The fund may adjust the
makeup of its portfolio as market conditions
and economic outlooks change.
When investing in fixed income securities,
the fund will invest in those securities
which are rated at the time of purchase
within the four highest grades assigned by
independent ratings agencies or in unrated
equivalents.
[GRAPHIC] IMPORTANT RISKS
There are risks involved with any
investment, but the risks associated with an
investment in the fund include:
[bullet] stock market risk, or the risk
that the price of securities held
by the fund will rise or fall due
to various conditions or
circumstances which may be
unpredictable
[bullet] the value of your investment
will fluctuate in response to
stock market movements
[bullet] there is the risk of losing your
money (investment)
[bullet] the success of the fund's
investments depends on the
portfolio managers' skill in
assessing the potential of the
stocks they buy
[GRAPHIC] SUITABILITY
The Fund may be a suitable investment for
you if you:
[bullet] have a long-term investment
horizon
[bullet] can accept the risks of investing
in a portfolio of common stocks
[bullet] desire a fund that uses a
growth-oriented strategy
[bullet] can tolerate performance which
varies from year to year
[bullet] are investing for retirement or
other future goals
- --------------------------------------------------------------------------------
What is the S&P 500?
The S&P 500 is a major stock market index (or "benchmark") comprised of 500
companies representing a broad range of industries. Standard & Poor's, a
division of the McGraw-Hill Companies, Inc., created the index. Companies
included in the S&P 500 are large, industry leaders and are financially and
operationally stable. Their stocks tend to trade frequently and are easy to buy
and sell. The S&P 500 is constructed using market weights to provide a broad
indicator of stock price movements. Changes in the makeup of the S&P 500 are not
made very often. Companies are removed from the index if they no longer meet
certain standards.
- --------------------------------------------------------------------------------
3
<PAGE> 5
GROWTH FUND
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Registrant's Name: IAA Trust Growth Fund, Inc.
The fund may not be suitable for you if you
have a short investment horizon, are
investing emergency reserve money, are
seeking regular income, or find it difficult
to deal with an investment that may go up
and down in value.
[GRAPHIC] BAR CHART AND PERFORMANCE TABLE:
The following chart and performance table
show how the fund's performance varies from
year to year. The bar chart shows calendar
year annual returns for the last ten years
of the fund. The performance table shows
average annual returns for one year, five
years and ten years compared with those of
the Standard & Poor's 500 Index. Both tables
assume reinvestment of dividends and
distributions. As with all mutual funds,
past performance is not a prediction of
future performance.
<TABLE>
<CAPTION>
[BAR CHART APPEARS HERE - DATA BELOW]
YEAR ANNUAL RETURNS
---- --------------
<S> <C>
1988 +13.75%
1989 +26.15%
1990 -4.09%
1991 +27.85%
1992 +2.13%
1993 +6.34%
1994 +0.28%
1995 +31.07%
1996 +22.01%
1997 +19.71%
<FN>
* During the ten years ending December 31,
1997, the highest return for a quarter was
+15.79% for the quarter ended June 30, 1997
and the lowest return for a quarter was
-12.51% for the quarter ended September 30,
1990. The year to date total return as of
June 30, 1998 was +7.97%.
<CAPTION>
PERFORMANCE TABLE - AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1997
1 YEAR 5 YEARS 10 YEARS
------ ------- --------
<S> <C> <C> <C>
Growth Fund 19.71% 15.34% 13.88%
S&P 500 Index 33.35% 20.25% 18.02%
<FN>
Note: Fund returns are net of all fees and transaction costs.
</TABLE>
[GRAPHIC] PORTFOLIO MANAGERS
The fund is managed by a committee of
portfolio managers led by Bruce Finks. Mr.
Finks was the fund's primary portfolio
manager from 1994 to 1996 and became head of
the committee in 1998. Mr. Finks received
his B.S. in finance from Illinois State
University in 1976 and earned his Chartered
Financial Analyst designation in 1987. Mr.
Finks joined the adviser in 1992 as an
Equity Investment Officer and is currently
the Director of Investments for the adviser.
Other members of the committee include
Michael E. Marks and John Jacobs (both
portfolio managers for other funds), as well
as Bernard R. Dorneden and Derek Vogler. Mr.
Dorneden received his B.S. in business
administration from Northern Illinois
University in 1966, his M.B.A. from Bradley
University in
4
<PAGE> 6
GROWTH FUND
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Registrant's Name: IAA Trust Growth Fund, Inc.
1970 and his Chartered Financial Analyst
designation in 1980. Mr. Dorneden joined the
adviser in 1966 and his current position is
Vice President - Equities. Mr. Vogler, a
graduate of Illinois State University,
received his B.S. in finance in 1993 and his
M.B.A. in 1995. Mr. Vogler joined the
adviser in 1995 and his current position is
Investment Analyst.
5
<PAGE> 7
ASSET ALLOCATION FUND
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Registrant's Name: IAA Trust Asset Allocation Fund, Inc.
[GRAPHIC] INVESTMENT GOAL
Growth of capital and current income.
[GRAPHIC] PRINCIPAL STRATEGY
To pursue its goal, the fund combines the
benefits of investing in a mix of stocks and
bonds. Stocks include common stocks,
preferred stocks and convertible preferred
stocks of companies. Bonds include
convertible bonds, short-term interest
bearing obligations, U.S. government
securities, corporate bonds and
mortgage-backed and asset-backed securities.
The fund's mix of stocks and bonds varies in
response to market conditions and investment
outlooks.
The fund will invest in non-convertible
corporate debt securities and commercial
paper such as bonds, notes and debentures
which are rated in the top two grades by
independent ratings agencies or in unrated
equivalents. The fixed income securities
held by the fund will be within the four
highest grades assigned by independent
ratings agencies or in unrated equivalents.
In order to manage risk, the fund will be
invested in securities representing a number
of different industries. The fund may invest
up to 5% of its assets in securities of
foreign issuers.
[GRAPHIC] IMPORTANT RISKS
There are risks involved with any
investment, but the risks associated with an
investment in the fund include:
[bullet] stock market risk, or the risk that
the price of a security will rise
or fall due to various conditions
or circumstances which may be
unpredictable
[bullet] the value of your investment will
fluctuate in response to stock and
bond market movements
[bullet] the fund's net asset value will
fluctuate
[bullet] the possibility that bond issuers
may not make promised interest and
principal payments on time or in
full
[bullet] interest rates may rise causing
bond prices to decline in value
[GRAPHIC] SUITABILITY
The Fund may be a suitable investment for
you if you:
[bullet] desire a conservative investment
that focuses on both growth and
income
[bullet] are investing for retirement or
other long-term goals
[bullet] can tolerate performance which
varies from year to year
The fund may not be suitable for you if you
have a shorter-term investment horizon, are
investing emergency reserve money, are
seeking regular income, or find it difficult
to deal with an investment that may go up
and down in value.
- --------------------------------------------------------------------------------
What is capital?
In your situation, capital refers to the amount of money that you invest in a
fund. If you choose to have your dividends and other distributions reinvested in
additional shares of a fund, the amount of the dividends or other distributions
will be added to your initial investment to increase the amount of your capital.
If the price of the fund's net asset value increases because of increases in the
value of the securities in the fund, your capital will also increase.
Conversely, if the value of the fund's investments go down and the price of the
fund's shares decreases, you may lose some of your capital.
- --------------------------------------------------------------------------------
6
<PAGE> 8
ASSET ALLOCATION FUND
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Registrant's Name: IAA Trust Asset Allocation Fund, Inc.
[GRAPHIC] BAR CHART AND PERFORMANCE TABLE:
The following chart and performance table
show how the fund's performance varies from
year to year. The bar chart shows calendar
year annual returns for the last ten years
of the fund. The performance table shows
average annual returns for one year, five
years and ten years compared with those of
the Lipper-Flexible Funds Index. Both
tables assume reinvestment of dividends and
distributions. As with all mutual funds,
past performance is not a prediction of
future performance.
[BAR CHART APPEARS HERE - DATA BELOW]
<TABLE>
<CAPTION>
YEAR ANNUAL RETURNS
---- --------------
<S> <C>
1988 +7.42%
1989 +13.46%
1990 +7.86%
1991 +12.98%
1992 +6.14%
1993 +9.03%
1994 -1.01%
1995 +25.34%
1996 +12.96%
1997 +17.94%
<FN>
* During the ten years ending December 31,
1997, the highest return for a quarter was
+11.09% for the quarter ended June 30, 1997
and the lowest return for a quarter was
-1.69% for the quarter ended March 29, 1994.
The year to date total return as of June 30,
1998 was +5.30%. The calendar year annual
returns for the years ended 1988 through
1992 reflect the operation of the fund with
an investment objective of income. The
fund's performance for the calendar years
ended 1993 to present reflect the current
investment objective of the fund.
<CAPTION>
PERFORMANCE TABLE - AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1997
1 YEAR 5 YEARS 10 YEARS
------ ------- --------
<S> <C> <C> <C>
Asset Allocation Fund 17.94% 12.50% 11.01%
Lipper-Flexible Funds Index 18.69% 13.28% 12.45%
</TABLE>
[GRAPHIC] PORTFOLIO MANAGER
This fund is jointly managed by portfolio
managers John Jacobs and Michael E. Marks.
Mr. Jacobs earned a B.S. in business and
finance from Illinois Wesleyan University in
Bloomington. He is also a Chartered
Financial Analyst and has served as a member
of the adviser's investment committee. Prior
to joining the adviser in 1975, Mr. Jacobs
was an account executive for one of the
leading national brokerage firms. Mr. Jacobs
has been managing the fixed-income portion
of the fund since December of 1978. Mr.
Jacobs is also the portfolio manager for
both the Short-Term Government Bond Fund and
the Long-Term Bond Fund (since January,
1997). Michael E. Marks has been managing
the equity portion of this fund since June
1, 1994. Mr. Marks is a Chartered Financial
Analyst. He joined the adviser after
receiving his M.B.A. from Indiana University
in 1993. He received his B.S. in business
administration from Washington University
(St. Louis). Mr. Marks also manages numerous
trust, pension and investment management
accounts for the adviser and is a member of
the committee of portfolio managers which
manages the Growth Fund. He is responsible
for equity research in financial services,
healthcare and basic materials.
7
<PAGE> 9
TAX EXEMPT BOND FUND
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Registrant's Name: IAA Trust Tax Exempt Bond Fund, Inc.
[GRAPHIC] INVESTMENT GOAL
Highest level of current interest income
exempt from Federal income taxes.
[GRAPHIC] PRINCIPAL STRATEGY
To pursue its goal, the fund invests at
least 80% of its assets in municipal bonds.
Municipal bonds are generally exempt from
Federal income taxes. The municipal bonds
purchased by the fund are investment grade.
The portfolio manager may buy unrated
municipal bonds if the adviser judges them
to be investment grade. The fund may invest
up to 20% of net assets in unrated bonds,
taxable investments or investments subject
to the alternative minimum tax. To reduce
risk, the portfolio manager diversifies the
investment portfolio geographically and
across different industry sectors. The
remainder of the portfolio will consist of
temporary investments and cash.
The fund will purchase municipal bonds which
are rated at the time of purchase within the
four highest grades assigned by independent
rating agencies or in unrated equivalents.
[GRAPHIC] IMPORTANT RISKS
There are risks involved with any
investment, but the risks associated with an
investment in the fund include:
[bullet] interest rate risk, or the risk
that changes in market interest
rates will affect the value of the
fund's investments
[bullet] tax law risk, or the risk that
changes in tax laws could affect
the prices of municipal securities
in an unfavorable way
[bullet] credit risk, or the risk that
issuers' credit ratings may be
lowered or may not make interest
and principal payments on time or
in full
[bullet] call risk, or the risk that a bond
might be called or forcibly
redeemed during a period of
declining interest rates
[bullet] there is the risk of losing your
money (investment)
[GRAPHIC] SUITABILITY
The Fund may be a suitable investment for
you if you seek to:
[bullet] earn regular monthly dividends
exempt from Federal income tax
[bullet] preserve investment capital over
time
[bullet] reduce taxes on investment income
[bullet] invest in a fund which complements
a more aggressive investment
approach
You should not consider this fund for your
IRA or 401(k) plan, or if you wish a growth
investment strategy or you do not pay U.S.
income taxes.
- --------------------------------------------------------------------------------
What are municipal securities?
They are debt obligations of states, cities, towns, and other political
subdivisions, agencies or public authorities that pay interest exempt from
federal income tax. These securities are often issued to raise money for public
services and projects such as schools, hospitals and public transportation
systems. Municipal securities may be bonds, notes and commercial paper, may have
a fixed or floating rate of interest, or be issued as zero coupon bonds.
- --------------------------------------------------------------------------------
8
<PAGE> 10
TAX EXEMPT BOND FUND
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Registrant's Name: IAA Trust Tax Exempt Bond Fund, Inc.
[GRAPHIC] BAR CHART AND PERFORMANCE TABLE
The following chart and performance table
show how the fund's performance varies from
year to year. The bar chart shows the fund's
calendar year annual returns for the last
ten years of the fund. The performance table
shows average annual returns for one year,
five years and ten years compared with those
of the Lehman Brothers Municipal Bond Index.
Both tables assume reinvestment of dividends
and distributions. As with all mutual funds,
past performance is not a prediction of
future performance.
[BAR CHART APPEARS HERE]
<TABLE>
<CAPTION>
YEAR ANNUAL RETURNS
---- --------------
<S> <C>
1988 +10.05%
1989 +8.14%
1990 +6.70%
1991 +10.06%
1992 +7.78%
1993 +8.84%
1994 -6.10%
1995 +15.87%
1996 +2.96%
1997 +8.98%
<FN>
* During the ten years ending December 31,
1997, the highest return for a quarter was
+6.58% for the quarter ended March 31, 1995
and the lowest return for a quarter was
-6.03% for the quarter ended March 31, 1994.
The year to date total return as of June 30,
1998 was +2.05%.
<CAPTION>
PERFORMANCE TABLE - AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1997
1 YEAR 5 YEARS 10 YEARS
------ ------- --------
<S> <C> <C> <C>
Tax Exempt Bond Fund* 8.98% 5.85% 7.19%
Lehman Brothers Municipal
Bond Index* 9.19% 7.36% 8.58%
<FN>
* The taxable equivalent yield for the fund
for the 30-days ending December 31, 1997 was
6.51%. The Lehman Brothers Municipal Bond
Index is an unmanaged index comprised of a
broad range of investment grade municipal
bonds and does not reflect sales charges,
commissions or expenses.
</TABLE>
[GRAPHIC] PORTFOLIO MANAGER
Mary S. Guinane is the portfolio manager for
this fund. Ms. Guinane earned an M.B.A. from
Illinois State University and a B.A. in
psychology and sociology from St. Ambrose
College. Ms. Guinane has been with the
adviser since 1981 and has managed this fund
since October 1, 1986.
9
<PAGE> 11
MONEY MARKET FUND
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Registrant's Name: IAA Trust Taxable Fixed Income Series Fund, Inc.
[GRAPHIC] INVESTMENT GOAL
Maximum current income, a stable net asset
value of $1.00 per share and daily
liquidity.
[GRAPHIC] PRINCIPAL STRATEGY
To pursue its goal, the fund invests in a
portfolio of high-quality, money market
securities maturing in one year or less. The
fund will maintain a dollar-weighted average
portfolio maturity of 90 days or less. The
securities in which the fund invests
include:
[bullet] investments issued by U.S. banks,
such as certificates of deposit or
bankers acceptances and repurchase
agreements
[bullet] investments issued by the U.S.
Government, its agencies and
instrumentalities, such as notes
and bonds
[bullet] investments issued by corporations,
such as high-quality debt
securities (bonds, notes and
debentures)
[bullet] commercial paper rated in the top
tier by two independent rating
agencies, issued by foreign and
domestic corporations, banks and
government entities
The fund may invest up to 5% of its assets
in unrated securities which the investment
adviser has determined are of high-quality
and present minimal credit risks. The fund
may also invest in U.S. dollar denominated
securities of foreign issuers. The fund will
not invest more than 5% of its assets in
second tier securities.
[GRAPHIC] IMPORTANT RISKS
There are risks involved with any
investment, but the risks associated with an
investment in the fund include:
[bullet] risk that the value of the
securities the fund holds will rise
or fall as a result of changes in
interest rates, an issuer's actual
or perceived creditworthiness or an
issuer's ability to meet its
obligations
[bullet] the value of your investment will
fluctuate in response to stock
market movements.
[bullet] your investment is not insured or
guaranteed by the Federal Deposit
Insurance Corporation or any other
government agency
[bullet] credit risk or the risk that
issuers may not make interest and
principal payments on time or in
full
[bullet] the rate of income will vary from
day to day so that the monthly
dividends paid to your account will
vary
[bullet] there is the risk of losing your
money (investment) even though the
fund seeks to preserve the value of
your investment at $1.00 per share
[bullet] the risk that if interest rates
rise the yield of the fund's
investments will not match the rise
in rates
- --------------------------------------------------------------------------------
What is a money market fund?
A money market fund is designed for current income and invests in very liquid
assets such as federal securities, certificates of deposit and commercial paper
(very short-term bonds). An investment in a money market fund is neither insured
nor guaranteed by the U.S. government, and there can be no assurance that money
market funds will be able to maintain a stable net asset value of $1.00 per
share. Most money market funds offer checkwriting for easy liquidity.
- --------------------------------------------------------------------------------
10
<PAGE> 12
MONEY MARKET FUND
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Registrant's Name: IAA Trust Taxable Fixed Income Series Fund, Inc.
[GRAPHIC] SUITABILITY
The fund may be a suitable investment for
you if you seek to:
[bullet] earn regular monthly dividends
[bullet] preserve your initial investment
[bullet] invest for a short period of time
[bullet] invest emergency reserves
You should not consider this fund if you
want federal deposit insurance, your
financial goals are at least several years
away or you wish to have a growth investment
strategy.
An investment in the fund is not insured or
guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
Although the fund seeks to preserve the
value of your investment at $1.00 per share,
it is possible to lose money by investing in
the fund.
[GRAPHIC] BAR CHART AND PERFORMANCE TABLE
The following chart and performance table
show how the fund's performance varies from
year to year. The bar chart shows calendar
year annual returns for the last ten years
of the fund. The performance table shows
average annual returns for one year, five
years and ten years compared with those of
the Salomon Brothers 3 month Treasury Bill
Index. Both tables assume reinvestment of
dividends and distributions. As with all
mutual funds, past performance is not a
prediction of future performance.
[BAR CHART APPEARS HERE]
<TABLE>
<CAPTION>
Year Annual Returns
---- --------------
<S> <C>
1988 +6.43%
1989 +8.36%
1990 +6.40%
1991 +4.95%
1992 +2.38%
1993 +2.71%
1994 +3.75%
1995 +5.13%
1996 +4.59%
1997 +4.81%
<FN>
* During the ten years ending December 31,
1997, the highest return for a quarter was
+2.22% for the quarter ended June 30, 1989
and the lowest return for a quarter was
+0.45% for the quarter ended September 30,
1992. The year to date total return as of
June 30, 1998 was +2.42%.
</TABLE>
<TABLE>
<CAPTION>
PERFORMANCE TABLE - AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1997
1 Year 5 Years 10 Years
------ ------- --------
<S> <C> <C> <C>
Money Market Fund +4.81% +4.20% +5.03%
Salomon Brothers 3 month Treasury Bill Index +5.74% +4.81% +5.66%
</TABLE>
11
<PAGE> 13
MONEY MARKET FUND
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Registrant's Name: IAA Trust Taxable Fixed Income Series Fund, Inc.
YIELD
The fund's 7-day yield for the period ending
on June 30, 1998 was 4.88%. You may obtain
the fund's current 7-day yield by calling
(800) 245-2100.
[GRAPHIC] PORTFOLIO MANAGER
Robert L. Sammer is the portfolio manager
for the fund. Mr. Sammer received his
Bachelor of Science degree in finance from
Illinois State University in 1988 and earned
his M.B.A. in 1996. After joining the
adviser in 1991, he served as client
services coordinator, corporate retirement
and agency accounts coordinator and now as
investment analyst. Mr. Sammer has been
portfolio manager of the fund since 1994.
12
<PAGE> 14
SHORT-TERM GOVERNMENT BOND FUND
-----------------------------------------------------------------------
Registrant's Name: IAA Trust Taxable Fixed Income Series Fund, Inc.
[GRAPHIC] INVESTMENT GOAL
Maximum total return consistent with
preservation of capital.
[GRAPHIC] PRINCIPAL STRATEGY
To pursue its goal, the fund mainly invests
in a portfolio of U.S. government and agency
securities and maintains a dollar weighted
average maturity of less than three years.
Under normal conditions, the fund invests at
least 65% of assets in short-term government
securities including:
[bullet] U.S. government securities such as
bills, notes and bonds
[bullet] securities issued or guaranteed by
U.S. Government agencies such as
the Federal National Mortgage
Association (Fannie Mae) and the
Government National Mortgage
Association (Ginnie Mae)
The remaining 35% may be invested in cash,
commercial paper and high-grade liquid debt
securities. These securities include
corporate debt instruments and privately
issued mortgage-related and asset-backed
securities within the three highest grades
assigned by independent rating agencies or
in unrated equivalents.
[GRAPHIC] IMPORTANT RISKS
There are risks involved with any
investment, but the risks associated with an
investment in the fund include:
[bullet] interest rate risk, or the risk
that the value of the fund's
investments varies inversely with
changes in interest rates. A rise
in interest rates causes a decline
in the market value of debt
securities (including U.S.
government securities)
[bullet] the U.S. Government does not
guarantee the market value or the
current yield of government
securities
[bullet] the U.S. Government does not
guarantee the net asset value of
the shares of the fund
[bullet] a fall in the worldwide demand for
U.S. government securities could
lower the prices of these
securities
[bullet] to the extent that the fund invests
in mortgage-backed securities, it
may also be subject to extension
and prepayment risks
[bullet] the value of the fund's shares will
fluctuate
[bullet] there is the risk of losing your
money (investment)
- --------------------------------------------------------------------------------
What are U.S. government securities?
U.S. government obligations or securities are bonds or other debt obligations
issued by, or whose principal and interest are guaranteed by, the U.S.
government or one of its agencies or instrumentalities. U.S. treasury securities
and some obligations of U.S. government agencies and instrumentalities are
supported by the "full faith and credit" of the United States. Other U.S.
government obligations are backed by the right of the issuer to borrow from the
U.S. treasury and others, only by the credit of the issuing agency or
instrumentality. U. S. Government securities generally have less credit risk
than other debt obligations.
- --------------------------------------------------------------------------------
13
<PAGE> 15
SHORT-TERM GOVERNMENT BOND FUND
-----------------------------------------------------------------------
Registrant's Name: IAA Trust Taxable Fixed Income Series Fund, Inc.
[GRAPHIC] SUITABILITY
The Fund may be a suitable investment for
you if you seek:
[bullet] to earn higher yields than money
market funds offer and are able to
tolerate nominal fluctuations in
the value of shares
[bullet] a conservative investment for
income
[bullet] a bond fund that emphasizes highly
creditworthy U.S. government
securities
You should not consider this fund if your
primary investment objective is absolute
principal stability or if you are seeking
growth of capital.
[GRAPHIC] BAR CHART AND PERFORMANCE TABLE
The fund's annualized total return since its
inception, January 2, 1997, through December
31, 1997 is as follows:
<TABLE>
<CAPTION>
Year Total Return
---- ------------
<S> <C>
1997 5.70%
<FN>
* During the period ending December 31,
1997, the highest return for a quarter was
+1.85% for the quarter ended September 30,
1997 and the lowest return for a quarter was
+1.55% for the quarter ended June 30, 1997.
The year-to-date total return as of June 30,
1998 was +2.88%.
</TABLE>
[GRAPHIC] PORTFOLIO MANAGER
John Jacobs is the portfolio manager of the
fund. See "Asset Allocation Fund" for Mr.
Jacobs' biography.
14
<PAGE> 16
LONG-TERM BOND FUND
--------------------------------------------------------------------
Registrant's Name: IAA Trust Taxable Fixed Income Series Fund, Inc
[GRAPHIC] INVESTMENT GOAL
High level of current income consistent with
preservation of capital and maintenance of
liquidity.
[GRAPHIC] PRINCIPAL STRATEGY
To pursue its goal, the fund invests in a
portfolio of bonds and other debt
obligations (debentures, notes,
mortgage-backed and asset-backed) and
maintains a dollar-weighted average maturity
of more than 10 years. Under normal
conditions, the fund invests at least 80% of
assets in the following:
[bullet] debt obligations of corporations
which are rated within the top
three rating categories by
independent rating agencies or in
unrated equivalents.
[bullet] securities issued by the U.S.
government or its agencies or
instrumentalities
[bullet] securities of major U.S. banking
institutions, obligations of
international agencies and U.S.
dollar denominated foreign debt
securities
At least 65% of the value of the fund's
total assets will be invested in bonds (U.S.
government, corporate and convertible
issues). The fund may invest up to 20% of
its net assets in corporate bonds which are
rated below investment grade. On occasion,
up to 20% of the fund's net assets may be
invested in commercial paper within the two
highest rating categories of independent
rating agencies. The fund may invest up to
10% of its assets in securities of foreign
issuers. The fund may also invest in zero
coupon U.S. government securities.
In managing its portfolio, the portfolio
manager attempts to balance sensitivity to
interest rate movements with the potential
for yields. The fund invests in securities
of longer-term maturities in order to obtain
higher yields. Securities with longer
maturities, however, tend to be more
sensitive to interest rate changes.
- --------------------------------------------------------------------------------
What is a bond?
A bond, which is also called a debt security, is a long-term promissory note.
The issuer of the bond, which could be the U.S. government, a corporation, or a
city or state, borrows money from investors and agrees to pay back the loan on a
certain date. Bonds vary widely in maturity, security, and type of issuer,
although most are sold in $1,000 denominations. Because bond performance can be
influenced by different factors than those that drive the stock market, bonds
may move in different cycles than stocks.
- --------------------------------------------------------------------------------
15
<PAGE> 17
LONG-TERM BOND FUND
-----------------------------------------------------------------------
Registrant's Name: IAA Trust Taxable Fixed Income Series Fund, Inc
[GRAPHIC] IMPORTANT RISKS
There are risks involved with any
investment, but the risks associated with an
investment in the fund include:
[bullet] risk that the value of the
securities the fund holds will rise
or fall as a result of changes in
interest rates, an issuer's actual
or perceived creditworthiness or an
issuer's ability to meet its
obligations
[bullet] call risk or the risk that a bond
might be called or forcibly
redeemed during a period of
declining interest rates
[bullet] the longer the average maturity of
the bonds in the fund, the more the
fund's share price will fluctuate
in response to interest rate
changes
[bullet] the fund could lose money if any
bonds it owns are downgraded in
credit rating or go into default
[bullet] extension and prepayment risks to
the extent that the fund invests in
mortgage-backed securities
[bullet] there is the risk of losing your
money (investment)
[bullet] foreign securities carry additional
risks, including currency, natural
event and political risks
[GRAPHIC] SUITABILITY
The fund may be a suitable investment for
you if you seek:
[bullet] a relatively conservative
investment for income
[bullet] a bond fund that invests in both
corporate and U.S. government
securities
[bullet] a fund to complement a portfolio of
more aggressive investments
You should not consider this fund if you are
seeking high growth or maximum income or are
investing emergency reserve money.
[GRAPHIC] BAR CHART AND PERFORMANCE TABLE
The fund's annualized total return since its
inception, January 2, 1997, through December
31, 1997 is as follows:
<TABLE>
<CAPTION>
Year Total Return
---- ------------
<S> <C>
1997 8.62%
<FN>
* During the period ending December 31,
1997, the highest return for a quarter was
+3.27% for the quarter ended December 31,
1997 and the lowest return for a quarter was
+2.68% for the quarter ended September 30,
1997. The year-to-date total return as of
June 30, 1998 was +3.96%.
</TABLE>
[GRAPHIC] PORTFOLIO MANAGER
John Jacobs is the portfolio manager of the
fund. See "Asset Allocation Fund" for Mr.
Jacobs' biography.
16
<PAGE> 18
IAA TRUST MUTUAL FUNDS
-----------------------------------------------------------------------
FEES AND EXPENSES OF THE FUNDS
This section describes the fees and expenses that you may pay
if you buy and hold shares of the funds. Shareholder fees are
costs that are charged to you directly. These fees are not
charged on reinvestments or exchanges. Annual fund operating
expenses are deducted from the fund's assets every year, so
they are paid indirectly by all fund investors. The annual
fund operating expenses in the table below do not reflect
voluntary fee waivers and/or reimbursements from the adviser.
The funds have no sales charge (load).
SHAREHOLDER FEES
<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)...........None
Maximum Deferred Sales Load (as a
percentage of offering price).................None
Maximum Sales Load on reinvested dividends
(as a percentage of offering price)...........None
Redemption Fees...............................None
Exchange Fee..................................None
Maximum Account Fee...........................None
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
TOTAL ANNUAL FUND
MANAGEMENT FEES DISTRIBUTION FEES OTHER EXPENSES OPERATING EXPENSES*
--------------- ----------------- -------------- ------------------
<S> <C> <C> <C> <C>
Growth Fund 0.75% 0.02% 0.25% 1.02%
Asset Allocation Fund 0.75% 0.01% 0.49% 1.25%
Tax Exempt Bond Fund 0.50% 0.04% 0.47% 1.01%
Money Market Fund 0.50% 0.00% 0.33% 0.83%
Short-Term Government
Bond Fund 0.50% 0.03% 0.39% 0.92%
Long-Term Bond Fund 0.75% 0.03% 0.34% 1.12%
<FN>
* Because some of the fund's expenses have been subsidized, actual total
operating expenses for the fiscal year ended June 30, 1998 were 1.00% for the
Growth Fund, 1.21% for the Asset Allocation Fund, 0.97% for the Tax Exempt Bond
Fund, 0.81% for the Money Market Fund, 0.86% for the Short-Term Government Fund
and 0.89% for the Long-Term Bond Fund. The funds expect the expense subsidy to
continue through the current fiscal year, although there is no guarantee that it
will do so. Distribution fees represent amounts incurred during the last fiscal
year. The maximum amount under each fund's plan is 0.25% on an annual basis. The
Money Market Fund does not have a distribution plan. IAA Trust Company serves as
the funds' custodian, without compensation, after voluntary waivers. For the
fiscal year ended June 30, 1998, IAA Trust Company waived $34,908, $6,290,
$7,787, $9,200, $5,429, and $6,891, respectively, for custodian fees for the
Growth Fund, Asset Allocation Fund, Tax Exempt Bond Fund, Money Market Fund,
Short-Term Government Bond Fund and the Long-Term Bond Fund.
</TABLE>
17
<PAGE> 19
IAA TRUST MUTUAL FUNDS
-----------------------------------------------------------------------
EXAMPLE
This example is designed so that you may compare the cost of
investing in the funds with the cost of investing in other
mutual funds. The example assumes that:
[bullet] you invest $10,000 for the time periods indicated;
[bullet] you redeem all of your shares at the end of the time
periods;
[bullet] your investment has a hypothetical 5% return each
year;
[bullet] all distributions are reinvested; and
[bullet] each fund's operating expenses remain the same.
Because actual return and expenses will be different, the
example is for comparison purposes only. Each fund's actual
performance and expenses may be higher or lower. Based on the
above assumptions, your costs for each fund would be:
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Growth Fund $104 $325 $563 $1,248
Asset Allocation Fund $127 $397 $686 $1,511
Tax Exempt Bond Fund $103 $322 $558 $1,236
Money Market Fund $ 85 $265 $460 $1,025
Short-Term Government Bond Fund $ 94 $293 $509 $1,131
Long-Term Bond Fund $114 $356 $617 $1,363
</TABLE>
MANAGEMENT OF THE FUNDS
IAA Trust Company, 808 IAA Drive, Bloomington, Illinois 61702
serves as the investment adviser to the funds and is
responsible for the selection and on-going monitoring of the
securities in each fund's investment portfolio and managing
the funds' business affairs. The adviser was organized in 1970
and has no other investment company clients other than the
funds.
DISTRIBUTION ARRANGEMENTS
You pay no sales charges to invest in the funds, either
up-front or deferred. The funds (with the exception of the
Money Market Fund) have adopted separate plans under rule
12b-1. These plans allow each fund to pay distribution fees
for the sale and distribution of its shares. Because these
fees are paid out of the funds' assets on an ongoing basis,
over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales
charges. The maximum amount which each fund may pay for rule
12b-1 plan expenses, on an annual basis, is 0.25% of average
net assets. FPS Broker Services, Inc. serves as the
distributor for the funds on a best efforts basis.
YOUR INVESTMENT -- BUYING SHARES
PURCHASE PRICE: You pay no sales charge to invest in any of
the funds. Shares of all funds are sold at the net asset value
per share (NAV) next determined after receipt of the order by
First Data Investor Services Group. The NAV is calculated at
the close of regular trading hours of the New York Stock
Exchange, normally 4:00 p.m. eastern standard time. Each
fund's investments are valued based on market value, or where
market quotations are not readily available, based on fair
value as determined in good faith by the funds' board of
directors. The Money Market Fund is valued based on an
amortized cost method of valuation according to procedures
adopted under SEC regulations.
18
<PAGE> 20
IAA TRUST MUTUAL FUNDS
-----------------------------------------------------------------------
TIMING OF REQUESTS: All requests received by First Data
Investor Services Group before 4:00 p.m. eastern standard time
(12:00 noon for the Money Market Fund) will be executed the
same day, at that day's closing share price. Orders received
after 4:00 p.m. eastern standard time (12:00 noon for the
Money Market Fund) will be executed the following day, at that
day's closing share price. Shares will not be priced on days
when the New York Stock Exchange is closed. The Money Market
Fund reserves the right to calculate its NAV more frequently
than once a day if deemed desirable.
STOCK EXCHANGE CLOSINGS: Shares of the funds will not be
priced and are not available for purchase on the following
days on which the New York Stock Exchange is closed for
trading: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.
RETIREMENT PLANS: The adviser offers a variety of retirement
plans including a prototype Defined Contribution Plan. This
plan can invest in shares of all funds except the Tax Exempt
Bond Fund. For further information, please call (800)
245-2100. You may also establish IRA accounts - Traditional
IRAs, Spousal IRAs, Roth IRAs or Education IRAs. To request
that an IRA application be sent to you, call (800) 422-8261.
For individuals eligible to establish a Medical Savings
Account, the adviser sponsors a prototype plan which has been
approved by the IRS.
GENERAL INFORMATION: The funds reserve the right to reject any
purchase order or suspend the offering of shares of the funds.
All investments must be in U.S. dollars. The funds also
reserve the right to vary the initial and subsequent
investment minimums, or to waive the minimum investment
requirement for any investor. The funds will automatically
redeem shares if a purchase check is returned for insufficient
funds. The funds reserve the right to reject any third party
check greater than $5,000 used for the purchase of shares.
However, third party checks issued by IAA Trust Company,
Illinois Agricultural Association, any of the Country
Companies or any of their affiliates will be accepted
regardless of their amount.
<TABLE>
<CAPTION>
- ----------------------------------------------------------- ---------------------------------------------------------
TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT
- ----------------------------------------------------------- ---------------------------------------------------------
BY MAIL BY MAIL
- ----------------------------------------------------------- ---------------------------------------------------------
<S> <C>
Complete the application. Fill out an investment slip from a previous
confirmation and write your account number on your
Mail the application and your check to: check. Mail the slip and your check to:
FIRST DATA INVESTOR SERVICES GROUP FIRST DATA INVESTOR SERVICES GROUP
3200 HORIZON DRIVE P.O. BOX 412797
P.O. BOX 61503 KANSAS CITY, MISSOURI 64141-2797
KING OF PRUSSIA, PA 19406-0903
Please make check payable to the name of the fund you
Please make check payable to the name of the fund you are investing in.
wish to invest in.
- ----------------------------------------------------------- ---------------------------------------------------------
Minimum initial investment for the funds: Minimum additional investments for the funds:
$1,000 FOR NON-RETIREMENT ACCOUNTS $ 100 IF BY MAIL FOR ALL ACCOUNTS (RETIREMENT AND
$ 100 FOR RETIREMENT ACCOUNTS INCLUDING IRAS AND NON-RETIREMENT ACCOUNTS)
MEDICAL SAVINGS ACCOUNTS $1,000 IF BY WIRE FOR ALL ACCOUNTS
- ----------------------------------------------------------- ---------------------------------------------------------
</TABLE>
19
<PAGE> 21
IAA TRUST MUTUAL FUNDS
-----------------------------------------------------------------------
<TABLE>
<CAPTION>
TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT
- ----------------------------------------------------------- ---------------------------------------------------------
BY WIRE BY WIRE
- ----------------------------------------------------------- ---------------------------------------------------------
<S> <C>
To make a same-day wire investment, call (800) 245-2100 Call (800) 245-2100. The wire must be received by 4:00
by 12:00 noon Eastern standard time. An account number p.m. eastern standard time for same day processing
will be assigned to you. (12:00 noon eastern standard time for the Money Market
Fund).
Call your bank with instructions to transmit funds to:
- UMB Bank, NA, ABA #10-10-00695 Follow the instructions under TO OPEN AN ACCOUNT - By
- For: First Data Investor Services Group Wire.
- Account #98-7037-071-9
- The fund name The minimum additional investment made by wire must be
- Name(s) of account registration for at least $1,000.
Your bank may charge a wire fee.
Mail your completed application to First Data Investor Services Group at the
address above.
- ----------------------------------------------------------- ---------------------------------------------------------
BY AUTOMATIC INVESTMENT BY AUTOMATIC INVESTMENT
- ----------------------------------------------------------- ---------------------------------------------------------
With an initial investment, indicate on your application If you wish to add the AUTOMATIC INVESTMENT PLAN after
that you would like to participate in the AUTOMATIC your account has initially been opened, call (800)
INVESTMENT PLAN. Return your application with your 245-2100 to request the form.
initial investment.
Complete and return the form along with any other
Subsequent monthly investments will be drawn from your required materials.
bank account and invested into the fund(s).
Subsequent investments will be drawn from your bank
account and invested into the fund(s).
- ----------------------------------------------------------- ---------------------------------------------------------
BY EXCHANGE BY EXCHANGE
- ----------------------------------------------------------- ---------------------------------------------------------
Call (800) 245-2100 to request an exchange of shares into Call (800) 245-2100 to request an exchange of shares
another fund. into another fund.
- ----------------------------------------------------------- ---------------------------------------------------------
</TABLE>
SELLING SHARES
TIMING OF REQUESTS: All requests received in good order by
First Data Investor Services Group before 4:00 p.m. eastern
standard time will be executed the same day, at that day's
closing price. Requests received after 4:00 p.m. will be
executed the following day, at that day's closing share price.
Accounts in the Money Market Fund will earn daily dividends up
to the day before the date of redemption.
SELLING RECENTLY PURCHASED SHARES: You may sell shares before
the check for those shares has been collected. This may take
up to 15 business days after your purchase was recorded.
20
<PAGE> 22
IAA TRUST MUTUAL FUNDS
-----------------------------------------------------------------------
SIGNATURE GUARANTEES: The funds may require additional
documentation, or signature guarantees on any redemptions in
amounts over $25,000 in value or for the redemption of
corporate, partnership or fiduciary accounts, or for certain
types of transfer requests or account registration changes. A
signature guarantee helps protect against fraud. You can
obtain one from most banks or securities dealers, but not from
a notary public. Please call (800) 245-2100 for information on
obtaining a signature guarantee.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
TO CLOSE AN ACCOUNT
- ----------------------------------------------------------- ---------------------------------------------------------
BY MAIL - ALL FUNDS BY TELEPHONE - ALL FUNDS
- ----------------------------------------------------------- ---------------------------------------------------------
<S> <C>
Write a letter of instruction that includes: If you have previously authorized redemptions by
- The fund name, your account number, the name(s) in telephone, call (800) 245-2100 before the close of
which the account is registered and the dollar value business on any business day.
or number of shares you wish to sell.
- Include all signatures and any additional documents Proceeds will normally be sent the next business day by
that may be required. first class mail, or if you prefer and pay the expense,
they may be wired to your account ($1,000 minimum).
- Mail your request to:
FIRST DATA INVESTOR SERVICES GROUP
P.O. BOX 61503 If you request a check, it will be sent to the address
KING OF PRUSSIA, PA 19406-0903 in which the account is registered.
- A check will be mailed to the name(s) and address
in which the account is registered. Telephone redemptions are not available if a joint
owner is under age 14.
- ----------------------------------------------------------- ---------------------------------------------------------
SYSTEMATIC WITHDRAWAL PLAN - ALL FUNDS BY CHECK - MONEY MARKET FUND ONLY
- ----------------------------------------------------------- ---------------------------------------------------------
Call us to request a form to add the SYSTEMATIC When your account in the Money Market Fund is opened,
WITHDRAWAL PLAN, specifying the amount and frequency of you will receive an initial supply of checks within 2
withdrawals you would like (monthly minimum is $25). to 3 weeks if you choose so on the application.
Be sure to maintain an account balance of $5,000 or more. The checks may be written in amounts from $100 minimum
to $100,000 maximum.
- ----------------------------------------------------------- ---------------------------------------------------------
BY EXCHANGE
- ----------------------------------------------------------- ---------------------------------------------------------
Call (800) 245-2100 to request an exchange of shares into another IAA Trust
Mutual Fund.
- ----------------------------------------------------------- ---------------------------------------------------------
</TABLE>
TRANSACTION POLICIES
EXECUTION OF REQUESTS: Each fund is open on those days when
the New York Stock Exchange is open, typically Monday through
Friday. Buy and sell requests are executed at the next net
asset value to be calculated after your request is accepted by
First Data Investor Services Group.
21
<PAGE> 23
IAA TRUST MUTUAL FUNDS
-----------------------------------------------------------------------
CHECKWRITING TERMS: If you so request, the Money Market Fund
will provide you with an initial supply of checks. These
checks may be written in any amount not less than $100 nor
more than $100,000. You continue to earn daily income
dividends until your check has cleared.
TELEPHONE REQUESTS: For your protection, telephone requests
may be recorded in order to verify their accuracy. In
addition, First Data Investor Services Group will take
measures to verify the identity of the caller. If appropriate
measures are taken, First Data Investor Services Group is not
responsible for any losses that may occur to any account due
to an unauthorized telephone call. At times of peak activity,
it may be difficult to place requests by phone.
EXCHANGE PRIVILEGES: You may exchange shares for shares of
other IAA Trust Mutual Funds without paying any fees or
charges. If the exchange is made by telephone, the new shares
will be registered in the same manner as the shares for which
they were exchanged. A fund may change or cancel exchange
policies at any time, upon 60 days' notice to its
shareholders. You may realize a capital gain or loss for
federal income tax purposes when shares are exchanged.
ACCOUNTS WITH LOW BALANCES: If your account falls below
$1,000, the fund may ask you to increase your balance. If it
is still below $1,000 after 30 days, the fund may close your
account and send you the proceeds.
INTEGRATED VOICE RESPONSE SYSTEM: You may obtain access to
account information by calling (800) 245-2100. The System
provides share price and price change for all the funds and
gives account balances and history and allows sales or
exchanges of shares.
DISTRIBUTIONS AND TAXES
DIVIDEND REINVESTMENT: You may have your distributions
reinvested in the fund or mailed out by check. If you do not
give the fund instructions, your distributions will
automatically be reinvested in the particular fund. There are
no fees or sales charges on reinvestments. You may not have
distributions mailed out by check if you participate in the
Systematic Withdrawal Plan or any Retirement Plans.
TIMING OF DISTRIBUTIONS: The funds generally distribute
dividends from their net investment income and net capital
gains, if any. The Growth Fund typically pays income dividends
semi-annually. The Asset Allocation Fund, Short-Term
Government Bond Fund, Tax Exempt Bond Fund and the Long-Term
Bond Fund typically pay monthly dividends. If you own shares
of the Money Market Fund, the fund declares and distributes
dividends on each day that its net asset value is determined.
Dividends are then paid to you on a monthly basis.
TAXES: As long as a fund meets the requirements for being a
tax-qualified regulated investment company, which each fund in
the past has done and intends to in the future, it pays no
federal income tax on the earnings it distributes to
shareholders. Dividends you receive from a fund, whether
reinvested or taken as cash, are generally considered taxable.
Dividends are ordinary income and capital gains distributions
and are taxed based on how long a fund held the assets. The
tax status of the distributions for each calendar year will be
detailed in your annual tax statement from each fund. Because
everyone's tax situation is unique, always consult your tax
professional about federal, state and local tax consequences.
An exchange of shares of a fund for shares of another fund is
a sale of fund shares for tax purposes.
22
<PAGE> 24
IAA TRUST MUTUAL FUNDS
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TAX EXEMPT BOND FUND: The fund intends to pay federally
tax-exempt interest dividends to its shareholders. You may be
subject to state and local taxes on distributions of federally
tax-exempt income from the fund. However, some distributions
may also be taxed for federal income tax purposes. You will be
notified regarding the designation of distributions.
Information regarding the tax-exempt status of any
distributions will be mailed annually. The percentage of the
monthly dividend which is tax-exempt may vary from
distribution to distribution.
BACKUP WITHHOLDING: By law, the funds must withhold 31% of
your distributions and proceeds if you have not provided
complete, correct taxpayer information.
ACCOUNT STATEMENTS: You will receive an account statement
after every transaction that affects your account balance,
after any change of name or address of the registered owner,
and in all other cases, semi-annually.
OTHER SECURITIES AND RISKS
Each of the funds portfolio securities and investment
practices offers certain opportunities and carries various
risks. Major investments and risk factors are outlined in the
front of the prospectus. Below are brief descriptions of other
securities and practices, along with their associated risks.
SECURITIES OF OTHER INVESTMENT COMPANIES: The funds may
acquire securities of other investment companies (including
unit investment trusts) on the open market if the fund would
not own (1) more than 3% of the total outstanding voting stock
of such investment company; (2) such investment represents
more than 5% of the value of the fund's assets; or (3) such
investment plus investments in all other investment companies
represents more than 10% of the value of the fund's assets.
REPURCHASE AGREEMENTS: The funds may buy securities with the
understanding that the seller will buy them back with interest
at a later date. If the seller is unable to honor its
commitment to repurchase the securities, the funds could lose
money.
WHEN-ISSUED SECURITIES: The funds may invest in securities
prior to their date of issue. These securities could fall in
value by the time they are actually issued, which may be any
time from a few days to over a year.
BONDS: The value of any bonds held by a fund is likely to
decline when interest rates rise; this risk is greater for
bonds with longer maturities. A less significant risk is that
a bond issuer could default on principal or interest payments,
causing a loss for the fund.
COMMERCIAL PAPER: Commercial paper is unsecured short-term
promissory notes issued by corporations and other entities.
Maturities on these issues typically vary from a few days to
nine months.
DEFENSIVE INVESTING: The funds may, from time to time, take
temporary defensive positions that are inconsistent with each
fund's principal investment strategies in attempting to
respond to adverse market, economic, political or other
conditions. When a fund takes a temporary defensive position
it may not achieve its investment objective.
23
<PAGE> 25
IAA TRUST MUTUAL FUNDS
-----------------------------------------------------------------------
FOREIGN SECURITIES: Foreign securities present risks beyond
those of U.S. securities. They are generally more volatile and
less liquid than their U.S. counterparts. Moreover, changes in
currency exchange rates have the potential to reduce or
eliminate certain gains achieved in securities markets or
create net losses. These risks are usually higher for
investments in less developed markets.
ZERO COUPONS: A zero coupon security is a debt security that
is purchased and traded at a discount to its face value
because it pays no interest for some or all of its life.
Interest, however, is reported as income to the fund and the
fund is required to distribute to shareholders an amount equal
to the amount reported. Those distributions may force the fund
to liquidate portfolio securities at a disadvantageous time.
ASSET-BACKED SECURITIES: Asset-backed securities represent
interests in pools of debt (other than mortgage notes), such
as credit card accounts. The principal risks of asset-backed
securities are that on the underlying obligations, payments
may be made more slowly, and rates of default may be higher
than expected. In addition, because some of these securities
are new or complex, unanticipated problems may affect their
value or liquidity.
MORTGAGE-RELATED SECURITIES: These securities, which represent
interests in pools of mortgages may offer attractive yields
but generally carry additional risks. The prices and yields of
mortgage-related securities typically assume that the
securities will be redeemed at a given time before maturity.
When interest rates fall substantially, these securities
usually are redeemed early because the underlying mortgages
are often prepaid. The fund would then have to reinvest the
money at a lower rate. The price or yield of mortgage-related
securities may fall if they are redeemed later than expected.
YEAR 2000 COMPLIANCE: The funds could be adversely affected if
the computer systems used by the funds and their service
providers do not properly process and calculate date-related
information after December 31, 1999. The year 2000 issue
affects virtually all companies and organizations. While year
2000 related computer problems could have a negative effect on
the funds, the adviser is working to avoid such problems and
to obtain assurances form the funds' service providers that
they are taking similar steps. Companies, organizations,
governmental entities and markets in which the funds invest
could be affected by the year 2000 issue, but at this time the
funds cannot predict the degree of impact. To the extent the
effect is negative, a fund's returns could be reduced.
FINANCIAL HIGHLIGHTS
The financial highlights tables are intended to help you
understand the funds' financial performance for the fiscal
periods indicated. Certain information reflects financial
results for a single fund share. Total return shows how much
your investment in the fund(s) would have increased (or
decreased) during each period, assuming you had reinvested all
dividends and distributions. These figures have been audited
by PricewaterhouseCoopers LLP, whose report, along with the
funds' financial statements, are included in the annual report
which is available upon request.
24
<PAGE> 26
<TABLE>
<CAPTION>
IAA TRUST
GROWTH FUND, INC.
YEARS ENDED JUNE 30,
------------------------------------------------------------------------
1998 1997 1996 1995 1994
----------- ----------- ---------- ---------- ----------
Net asset value, beginning of year .................... $ 22.51 $ 18.88 $ 17.23 $ 15.16 $ 17.55
----------- ----------- ---------- ---------- ----------
INCOME FROM INVESTMENT OPERATIONS
Net investment income ................................ 0.17 0.15 0.23 0.22 0.27
Net gains or losses on securities (both
realized and unrealized) ............................. 2.19 4.81 3.23 3.45 (0.63)
----------- ----------- ---------- ---------- ----------
Total from investment operations ................... 2.36 4.96 3.46 3.67 (0.36)
----------- ----------- ---------- ---------- ----------
LESS DISTRIBUTIONS
Dividends from net investment income ................. (0.15) (0.20) (0.25) (0.17) (0.22)
Distributions from capital gains ..................... (1.68) (1.13) (1.56) (1.43) (1.81)
----------- ----------- ---------- ---------- ----------
Total distributions ................................ (1.83) (1.33) (1.81) (1.60) (2.03)
----------- ----------- ---------- ---------- ----------
Net asset value, end of year .......................... $ 23.04 $ 22.51 $ 18.88 $ 17.23 $ 15.16
=========== =========== ========== ========== ==========
TOTAL RETURN .......................................... 10.98% 28.54% 21.51% 26.68% (2.42)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in 000's) ................... $ 160,315 $ 140,786 $ 84,800 $ 70,577 $ 59,448
Ratio of expenses to average net assets: .
Before expense waiver ............................. 1.02% -- -- -- --
After expense waiver .............................. 1.00% 1.16% 1.12% 1.14% 1.24%
Ratio of net investment income to average net assets:
Before expense waiver ............................. 0.73% -- -- -- --
After expense waiver .............................. 0.75% 0.84% 1.30% 1.41% 1.03%
Portfolio turnover ................................... 33.06% 30.74% 32.95% 31.84% 49.12%
<CAPTION>
IAA TRUST
ASSET ALLOCATION FUND, INC
YEARS ENDED JUNE 30,
------------------------------------------------------------------------
1998 1997 1996 1995 1994
----------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year .................... $ 14.64 $ 13.39 $ 12.29 $ 11.08 $ 11.60
----------- ----------- ---------- ---------- ----------
INCOME FROM INVESTMENT OPERATIONS
Net investment income ................................ 0.39 0.35 0.37 0.36 0.34
Net gains or losses on securities (both
realized and unrealized) ............................. 1.22 2.11 1.41 1.38 (0.25)
----------- ----------- ---------- ---------- ----------
Total from investment operations ................... 1.61 2.46 1.78 1.74 0.09
----------- ----------- ---------- ---------- ----------
LESS DISTRIBUTIONS
Dividends from net investment income ................. (0.39) (0.34) (0.37) (0.34) (0.34)
Distributions from capital gains ..................... (0.66) (0.87) (0.31) (0.18) (0.27)
Distributions from return of capital ................. -- -- -- (0.01) --
----------- ----------- ---------- ---------- ----------
Total distributions ................................ (1.05) (1.21) (0.68) (0.53) (0.61)
----------- ----------- ---------- ---------- ----------
Net asset value, end of year .......................... $ 15.20 $ 14.64 $ 13.39 $ 12.29 $ 11.08
=========== =========== ========== ========== ==========
TOTAL RETURN .......................................... 11.41% 19.95% 14.74% 16.29% 0.71%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in 000's) ................... $ 18,650 $ 14,272 $ 10,083 $ 9,540 $ 8,653
Ratio of expenses to average net assets: .
Before expense waiver ............................. 1.25% -- -- -- --
After expense waiver .............................. 1.21% 1.46% 1.44% 1.46% 1.78%
Ratio of net investment income to average net assets:
Before expense waiver ............................. 2.57% -- -- -- --
After expense waiver .............................. 2.61% 2.57% 2.81% 3.18% 2.98%
Portfolio turnover ................................... 20.07% 19.25% 33.77% 21.03% 17.39%
</TABLE>
<PAGE> 27
<TABLE>
<CAPTION>
IAA TRUST
TAX EXEMPT BOND FUND, INC.
YEARS ENDED JUNE 30,
----------------------------------------------------------------------
1998 1997 1996 1995 1994
---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year .................... $ 8.70 $ 8.41 $ 8.36 $ 8.19 $ 9.11
---------- ---------- ---------- ---------- ----------
INCOME FROM INVESTMENT OPERATIONS
Net investment income ................................ 0.37 0.36 0.37 0.39 0.39
Net gains or losses on securities (both
realized and unrealized) ............................. 0.27 0.31 0.07 0.20 (0.54)
---------- ---------- ---------- ---------- ----------
Total from investment operations ................... 0.64 0.67 0.44 0.59 (0.15)
---------- ---------- ---------- ---------- ----------
LESS DISTRIBUTIONS
Dividends from net investment income ................. (0.37) (0.36) (0.37) (0.39) (0.39)
Distributions from capital gains ..................... (0.02) (0.02) (0.02) (0.03) (0.38)
---------- ---------- ---------- ---------- ----------
Total distributions ................................ (0.39) (0.38) (0.39) (0.42) (0.77)
---------- ---------- ---------- ---------- ----------
Net asset value, end of year .......................... $ 8.95 $ 8.70 $ 8.41 $ 8.36 $ 8.19
========== ========== ========== ========== ==========
TOTAL RETURN .......................................... 7.45% 8.15% 5.30% 7.51% (1.86)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in 000's) ................... $ 17,669 $ 18,008 $ 17,744 $ 18,833 $ 19,095
Ratio of expenses to average net assets:
Before expense waiver ............................. 1.01% -- -- -- --
After expense waiver .............................. 0.97% 1.14% 1.08% 1.06% 1.15%
Ratio of net investment income to average net assets:
Before expense waiver ............................. 4.13% -- -- -- --
After expense waiver .............................. 4.17% 4.23% 4.30% 4.79% 4.47%
Portfolio turnover ................................... 24.83% 11.35% 14.75% 24.89% 41.94%
<CAPTION>
IAA TRUST
TAXABLE FIXED INCOME SERIES FUND, INC
MONEY MARKET SERIES
YEARS ENDED JUNE 30,
----------------------------------------------------------------------
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year .................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- ---------- ----------
INCOME FROM INVESTMENT OPERATIONS
Net investment income ................................ 0.05 0.05 0.05 0.05 0.03
---------- ---------- ---------- ---------- ----------
Total from investment operations ................... 0.05 0.05 0.05 0.05 0.03
---------- ---------- ---------- ---------- ----------
LESS DISTRIBUTIONS
Dividends from net investment income ................. (0.05) (0.05) (0.05) (0.05) (0.03)
---------- ---------- ---------- ---------- ----------
Total distributions ................................ (0.05) (0.05) (0.05) (0.05) (0.03)
---------- ---------- ---------- ---------- ----------
Net asset value, end of year .......................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========== ========== ========== ========== ==========
TOTAL RETURN .......................................... 4.94% 4.63% 4.82% 4.85% 2.86%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in 000's) ................... $ 53,022 $ 60,674 $ 33,664 $ 36,415 $ 38,699
Ratio of expenses to average net assets:
Before expense waiver ............................. 0.83% -- -- 0.97% 1.06%
After expense waiver .............................. 0.81% 0.94% 0.90% 0.73% 0.56%
Ratio of net investment income to average net assets:
Before expense waiver ............................. 4.81% -- -- 4.56% 2.33%
After expense waiver .............................. 4.83% 4.55% 4.74% 4.80% 2.83%
</TABLE>
<PAGE> 28
<TABLE>
<CAPTION>
IAA TRUST
TAXABLE FIXED INCOME SERIES FUND, INC.
SHORT-TERM GOVERNMENT LONG-TERM
BOND SERIES BOND SERIES
------------------------------ -------------------------------
FOR THE PERIOD FOR THE PERIOD
YEAR ENDED 01/02/97* YEAR ENDED 01/02/97*
1998 THROUGH 06/30/97 1998 THROUGH 06/30/97
---------- ---------------- ---------- ----------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period ........................... $ 10.01 $ 10.00 $ 10.04 $ 10.00
---------- ---------- ---------- ----------
INCOME FROM INVESTMENT OPERATIONS
Net investment income ......................................... 0.54 0.20 0.56 0.20
Net gains on securities
(both realized and unrealized) ................................ 0.10 0.01 0.45 0.04
---------- ---------- ---------- ----------
Total from investment operations ............................ 0.64 0.21 1.01 0.24
---------- ---------- ---------- ----------
LESS DISTRIBUTIONS
Dividends from net investment income .......................... (0.54) (0.20) (0.56) (0.20)
Distributions from capital gains .............................. -- -- (0.01) --
---------- ---------- ---------- ----------
Total distributions ......................................... (0.54) (0.20) (0.57) (0.20)
---------- ---------- ---------- ----------
Net asset value, end of period ................................. $ 10.11 $ 10.01 $ 10.48 $ 10.04
========== ========== ========== ==========
TOTAL RETURN ................................................... 6.50% 2.10% 10.24% 2.44%
RATIOS/SUPPLEMENTAL DATA .......................................
Net assets, end of period (in 000's)........................... $28,309 $ 24,285 $ 38,800 $ 32,932
Ratio of expenses to average net assets:
Before expense waiver and reimbursement .................... 0.92% 3.88%** 1.12% 3.82%**
After expense waiver and reimbursement ..................... 0.86% 0.76%** 0.89% 0.78%**
Ratio of net investment income to average net assets:
Before expense waiver and reimbursement .................... 5.30% 1.78%** 5.24% 2.11%**
After expense waiver and reimbursement ..................... 5.36% 4.90%** 5.47% 5.15%**
Portfolio turnover ............................................ 1.54% 0.00% 25.11% 41.77%
<FN>
* Commencement of operations.
** Annualized
</TABLE>
<PAGE> 29
[COVER PAGE]
STATEMENT OF ADDITIONAL INFORMATION
__________________, 1998
IAA Trust Growth Fund, Inc.
IAA Trust Asset Allocation Fund, Inc.
IAA Trust Tax Exempt Bond Fund, Inc.
IAA Trust Taxable Fixed Income Series Fund, Inc.
IAA Trust Money Market Fund
IAA Trust Short-Term Government Bond Fund
IAA Trust Long-Term Bond Fund
808 IAA Drive
Bloomington, IL 61702
(309) 557-3222
This Statement of Additional Information is not a prospectus. It should be read
in conjunction with the funds' Prospectus dated ______________, 1998, and is
incorporated by reference in its entirety into the Prospectus. The Statement of
Additional Information may be obtained without charge from a licensed
salesperson at IAA Trust Company, 808 IAA Drive, Bloomington, IL 61702, or by
contacting the funds' principal underwriter, FPS Broker Services, Inc., 3200
Horizon Drive, P.O. Box 61503, King of Prussia, PA 19406-0903, (800-245-2100)
<PAGE> 30
CONTENTS
PAGE
History of the Funds........................................................ 3
Description of Investments and Risks........................................ 3
Investment Restrictions..................................................... 6
Portfolio Turnover ......................................................... 8
Management of the Funds..................................................... 8
Control Persons and Principal Holders of Securities........................ 11
Investment Advisory and Other Services......................................12
Other Service Providers.....................................................14
Brokerage...................................................................15
Capital Stock...............................................................18
Purchases, Redemptions and Pricing of Shares................................18
Taxation of the Funds.......................................................21
Underwriter Compensation....................................................21
Calculation of Performance Data.............................................21
Financial Statements........................................................25
Appendix A - Descriptions of Securities Ratings.............................26
2
<PAGE> 31
HISTORY OF THE FUNDS
This Statement of Additional Information pertains to the following four separate
funds incorporated under the laws of the State of Maryland:
<TABLE>
<CAPTION>
NAME OF FUND DATE OF INCORPORATION
- ------------ ---------------------
<S> <C>
IAA Trust Growth Fund ("GROWTH FUND") August 5, 1965
IAA Trust Asset Allocation Fund ("ASSET ALLOCATION FUND") March 20, 1978
IAA Trust Tax Exempt Bond Fund ("TAX EXEMPT BOND FUND") March 20, 1978
IAA Trust Taxable Fixed Income Series Fund ("TAXABLE FIXED INCOME SERIES FUND") April 14, 1981
</TABLE>
In addition, the Taxable Fixed Income Series Fund consists of the following
three separate series or funds described in this Statement of Additional
Information:
IAA Trust Money Market Fund ("MONEY MARKET FUND")
IAA Trust Short-Term Government Bond Fund ("SHORT-TERM GOVERNMENT FUND")
IAA Trust Long-Term Bond Fund ("LONG-TERM BOND FUND")
CLASSIFICATION:
- ---------------
The funds are classified as open-end, management investment companies. The funds
are diversified, which means that, with respect to 75% (100% for the GROWTH FUND
and MONEY MARKET FUND) of its total assets, a fund will not invest more than 5%
of its assets in the securities of any single issuer (other than securities
issued by the U. S. government or its agencies or instrumentalities).
DESCRIPTION OF INVESTMENTS AND RISKS
The following section describes credit quality ratings applicable to various
types of investments of the funds. Under normal circumstances, the funds will
not purchase investments below these ratings. However, each fund may purchase
investments which, although not rated, are considered by management to have
investment quality comparable to the applicable minimum rating. In the event a
security held by the fund is downgraded below the minimum rating stated below,
the investment adviser shall promptly reassess the risks involved and take such
actions as it determines are in the best interests of the fund and its
shareholders.
CREDIT QUALITY:
Growth Fund: When investing in fixed income securities, the Growth Fund's
management intends to invest in those securities which are rated at the time of
purchase within the four highest grades assigned by Moody's Investors Service,
Inc. ("Moody's")(Aaa, Aa, A, or Baa) or Standard & Poor's ("S&P")(AAA, AA, A, or
BBB).
Asset Allocation Fund: The fund may invest in commercial paper rated in the top
two grades - "Prime-1" or "Prime-2" by Moody's or "A-1" or "A-2" by S&P;
non-convertible corporate debt securities such as bonds, notes and debentures
which are rated in the top two grades - "Aaa" or "Aa" by Moody's or "AAA" or
"AA" by S&P. The fixed income securities in which the fund may invest are rated
at the time of purchase within the four highest grades assigned by Moody's (Aaa,
Aa, A, or Baa) or S&P (AAA, AA, A, or BBB).
Tax Exempt Bond Fund: The fund's investments in municipal bonds will be those
which are rated at the time of purchase within the four highest grades assigned
by Moody's (Aaa, Aa, A, or Baa) or S&P (AAA, AA, A, or BBB). Temporary
investments made by the fund may consist of: (1) notes issued by or on behalf of
municipal issuers backed by the Federal Government; (2) notes of issuers having,
at the time of purchase, an outstanding issue of municipal bonds rated within
the four highest grades of Moody's or S&P; (3) municipal notes rated at the time
of purchase within the two highest grades assigned by Moody's (MIG-1 and MIG-2);
(4) obligations of the U.S. government, its agencies or instrumentalities; (5)
bonds, notes and certificates rated within the four highest grades of Moody's or
S&P; (6) commercial paper rated within the two highest grades assigned by
Moody's (P-1 or P-2) or by S&P (A-1 or A-2); and (7) debt securities (including
repurchase agreements) issued or guaranteed by domestic
3
<PAGE> 32
banks having investment quality, in management's opinion, comparable to debt
securities of the type described in category (5) above.
Money Market Fund: The certificates of deposit in which the fund may invest will
be of domestic banks in amounts (currently $100,000) that are fully insured by
the Federal Deposit Insurance Corporation (the "FDIC") and, for larger amounts,
bank certificates of deposit or bankers acceptances of domestic banks having
total assets in excess of $1 billion and which are members of the FDIC. The fund
may purchase negotiable certificates of deposit. Banks are subject to
extensive but different government regulations which may limit the amount and
types of their loans and the interest rates that may be charged. In addition,
the profitability of the banking industry is largely dependent upon the
availability and cost of funds to finance lending operations and the quality of
underlying bank assets. Commercial paper purchased by the fund will be rated in
the top grade by two nationally recognized statistical rating organizations
(NRSROs) one of which must be either Moody's Inc., or S&P. The fund may also
purchase negotiable certificates of deposit of savings and loan associations in
amounts (currently $100,000) that are fully insured by the FDIC.
Short-Term Government Bond Fund: The fund may invest up to 35% of its total
assets in cash, commercial paper and high-grade liquid debt securities,
including corporate debt instruments and privately issued mortgage-related and
asset-backed securities within the three highest grades assigned by S&P (AAA,
AA, A) or Moody's (Aaa, Aa, A ).
Long-Term Bond Fund: At least 80% of the fund's assets will consist of
obligations of corporations which, at the time of purchase by the fund are rated
at least "A-" by S&P or "A3" by Moody's, and of securities issued or guaranteed
as to principal and interest by the U.S. government or its agencies or
instrumentalities. Up to 20% of the fund's net assets may consist of commercial
paper of U.S. issuers rated "A-1" or "A-2" by S&P or "P-1" or "P-2" by Moody's,
certificates of deposit, time deposits and bankers' acceptances, and corporate
bonds which are rated in any category lower than "A-" by S&P and "A3" by
Moody's. When deemed necessary for temporary defensive purposes, the fund's
investment in commercial paper, certificates of deposit, time deposits and
bankers' acceptances may exceed 20% of its net assets, although the fund
currently does not intend to invest more than 5% of its assets in any one of
these types of instruments. Commercial paper and certificates of deposit could
be over 5%. Under no circumstances will the fund invest more than 20% of its net
assets in corporate bonds which are rated lower than "A-" by S&P and "A3" by
Moody's or are unrated. Obligations rated "BBB" by S&P and "Baa" by Moody's are
considered investment grade obligations which lack outstanding investment
characteristics and may have speculative characteristics as well.
DESCRIPTION OF INVESTMENTS
- --------------------------
Shareowners should understand that all investments involve risk and there can be
no guarantee against loss resulting from an investment in the funds. Unless
otherwise indicated, all percentage limitations governing the investments of the
funds apply only at the time of transaction. Under normal circumstances, only
the funds indicated will invest in each type of security.
FIXED-INCOME SECURITIES:
ALL FUNDS may invest in fixed-income securities. Even though interest-bearing
securities are investments which promise a stable stream of income, the prices
of such securities are affected by changes in interest rates. In general, bond
prices rise when interest rates fall and fall when interest rates rise. The
values of fixed-income securities also may be affected by changes in the credit
rating or financial condition of the issuing entities. Once the rating of a
portfolio security has been changed, the fund will consider all circumstances
deemed relevant in determining whether to continue to hold the security.
FOREIGN SECURITIES:
Since the MONEY MARKET FUND, the GROWTH FUND (up to 10%), the LONG-TERM BOND
FUND (up to 10%) and the ASSET ALLOCATION FUND (up to 5%) may invest in
securities of foreign issuers, these funds may be subject to investment risks
that are greater in some respects than those incurred by a portfolio which
invests only in securities of U.S. domestic issuers. Such risks include future
political and economic developments, the possible imposition of foreign
withholding taxes on interest income payable on the securities, the possible
establishment of exchange
4
<PAGE> 33
controls, the possible seizure or nationalization of foreign deposits, or the
adoption of other foreign governmental restrictions which might adversely affect
the payment of principal and interest on such securities.
FORWARD COMMITMENTS AND WHEN-ISSUED SECURITIES:
The LONG-TERM BOND FUND and ASSET ALLOCATION FUND may purchase securities on a
forward commitment or when-issued basis, which means that the price is fixed at
the time of commitment, but delivery and payment ordinarily take place a number
of days after the commitment to purchase. The funds will make commitments to
purchase such securities only with the intention of actually acquiring the
securities, but the fund may sell these securities before the settlement date if
it is deemed advisable. The funds will not accrue income in respect of a forward
commitment or when-issued security prior to its stated delivery date.
Securities purchased on a forward commitment or when-issued basis and the
securities held in the LONG-TERM BOND FUND portfolio are subject to changes in
value (both generally changing in the same way, i.e., appreciating when interest
rates decline and depreciating when interest rates rise) based upon the public?s
perception of the creditworthiness of the issuer and changes, real or
anticipated, in the level of interest rates. Securities purchased on a forward
commitment or when-issued basis may expose the fund to risk because they may
experience such fluctuations prior to their actual delivery. Purchasing
securities on a forward commitment or when-issued basis can involve the
additional risk that the yield available in the market when the delivery takes
place actually may be higher than that obtained in the transaction itself. A
segregated account of the fund, consisting of cash, cash equivalents or U.S.
Government securities or other high quality liquid debt securities at least
equal at all times to the amount of the forward commitment or when-issued
securities, will be established and maintained at the fund's custodian bank.
Purchasing securities on a forward commitment or when-issued basis when the fund
is fully or almost fully invested may result in greater potential fluctuation in
the value of the fund's net assets and its net asset value per share.
GOVERNMENT SECURITIES:
ALL FUNDS may invest in certain securities issued or guaranteed by the U.S.
government or its agencies or instrumentalities which includes U.S. Treasury
securities, which differ in their interest rates, maturities and times of
issuance. Treasury bills have a maturity of one year or less. Treasury notes
have a maturity of one to ten years and Treasury bonds generally have maturities
of greater than ten years at the date of issuance. Some obligations issued or
guaranteed by U.S. government agencies and instrumentalities, such as Government
National Mortgage Association pass-through certificates, are supported by the
full faith and credit of the U.S. Treasury. Other obligations such as those of
the Federal Home Loan Bank, are supported only by the credit of the
instrumentalities. Government securities may have fixed, floating or variable
rates of interest. Principal and interest may fluctuate based on generally
recognized reference rates or the relationship of rates. No assurance can be
given that the U.S. government would provide financial support to U.S.
government instrumentalities as it is not obligated to do so by law. The fund
will invest in such securities only when it is satisfied that the credit risk
with respect to the issuer is minimal.
MORTGAGE-RELATED SECURITIES:
The SHORT-TERM GOVERNMENT BOND FUND and LONG-TERM BOND FUND may invest in
mortgage-related securities which are collateralized by pools of mortgage loans
assembled for sale to investors by various governmental agencies, such as
Government National Mortgage Association and government-related organizations
such as Federal National Mortgage Association and Federal Home Loan Mortgage
Corporation, as well as by private issuers such as commercial banks, savings and
loan institutions, mortgage banks and private mortgage insurance companies, and
similar foreign entities. Mortgage-related securities are a form of derivative
securities. The mortgage-related securities in which the fund may invest include
those with fixed, floating and variable interest rates and those with interest
rates that change based on multiples of changes in interest rates. Although
certain mortgage-related securities are guaranteed by a third party or otherwise
similarly secured, the market value of the security, which may fluctuate, is not
so secured. If a mortgage-related security is purchased at a premium, all or
part of the premium may be lost if there is a decline in the market value of the
security, whether resulting from changes in interest rates or prepayments in the
underlying mortgage collateral. As with other interest-bearing securities, the
prices of certain mortgage-backed securities are inversely affected by changes
in interest rates. However, although the value of a mortgage-related security
may decline when interest rates rise, the converse is not necessarily true,
since in periods of declining interest rates the mortgage underlying the
security are more likely to be prepaid. For this and other reasons, a
mortgage-related security's stated maturity may be shortened by unscheduled
prepayments on the
5
<PAGE> 34
underlying mortgage and, therefore, it is not possible to predict accurately the
security's return to the fund. The fund also may invest in collateralized
mortgage obligations structures on pools of mortgage pass-through certificates
or mortgage loans. The issuers of collateralized mortgage obligations typically
do not have assets other than those pledged to secure separately the
obligations. Holders of these obligations must rely principally on distributions
on the underlying mortgage-related securities and other collateral securing the
obligations for payments of principal and interest on the obligations. If the
collateral securing the obligations is insufficient to make payments on the
obligations, a holder could sustain a loss. Collateralized mortgage obligations
will be purchased only if rated in one of the two highest rating categories by
an NRSRO such as Moody's or S&P.
MUNICIPAL BONDS:
The TAX EXEMPT BOND FUND may purchase municipal bonds which are generally debt
obligations issued by states, territories and possessions of the United States
and the District of Columbia and their political subdivisions, agencies and
instrumentalities. They are issued to obtain funds for various public purposes,
including the construction of a wide range of public facilities such as:
airports, bridges, highways, hospitals, housing, mass transportation, schools,
streets, and water and sewer works. Other public purposes for which municipal
bonds may be issued include obtaining funds for general operating expenses and
obtaining funds to lend to other public institutions and facilities. In
addition, certain types of industrial development bonds are issued by or on
behalf of public authorities to obtain funds to provide: privately-operated
housing facilities, airports, mass transit, industrial port or parking
facilities, air or water pollution control facilities and certain facilities for
water supply, gas, electricity or sewage or solid waste disposal. Other types of
facilities and certain industrial development bonds, the proceeds of which are
used for the acquisition, construction, reconstruction or improvement of or to
provide equipment for privately-operated industrial or commercial facilities,
may qualify as municipal bonds, although current Federal tax laws place
substantial limitations on the size of such funds. Moreover, when an industrial
development bond is backed only by the assets and revenue of the
non-governmental user, then such non-governmental user is deemed to be the
issuer.
The two principal classifications of municipal bonds are "general obligation
bonds" and "revenue bonds". General obligation bonds are secured by the issuer's
pledge of its faith, credit and taxing power for the payment of principal and
interest. The taxes or special assessments that can be levied for the payment of
debt service may be limited or unlimited as to rate or amount. Revenue bonds are
payable only from the revenues derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds are in most cases revenue bonds and do not
generally carry the pledge of the credit of the insurer of such bonds. There are
variations in the security of municipal bonds, both within a particular
classification and between classifications. The fund's portfolio may consist of
any combination of general obligation bonds, revenue bonds, and industrial
revenue bonds, and it can be expected that the ratios of such bonds will vary
from time to time.
Yields on municipal bonds are dependent on, among other things, general money
market conditions, conditions of the municipal bond market, size of a particular
offering, maturity of the obligation, the financial condition of the issuer, and
the rating of the issue. Additionally, the imposition of the fund's management
fee, as well as other operating expenses, will have the effect of reducing the
yield to investors. Proposals have been introduced periodically before Congress
to restrict or eliminate the Federal income tax exemption for interest on
municipal bonds. Similar proposals may be introduced in the future. If such a
proposal would be enacted, the availability of municipal bonds for investment by
the fund and the value of the fund's portfolio would be affected. In such event,
the fund would reevaluate its objective and policies and consider recommending
to its shareholders changes in the structure of the fund.
REPURCHASE AGREEMENTS:
ALL FUNDS may enter into repurchase agreements which are transactions in which
the funds purchase a security (usually a U.S. government obligation) and
simultaneously obtain the commitment of the seller to repurchase the security at
an agreed upon price on an agreed upon date, usually not more than seven days
from the date of purchase. The resale price reflects the purchase price plus an
agreed upon market rate of interest which is unrelated to the coupon rate or
maturity of the purchased security. Such transactions afford an opportunity for
a fund to earn a return on cash which is only temporarily available. The fund's
risk is limited to the ability of the seller to pay the agreed upon sum upon the
delivery date, but the seller's obligation is in effect secured by the value of
the underlying
6
<PAGE> 35
security. The funds will only invest in repurchase agreements of domestic banks
maturing in seven days or less and will not invest in repurchase agreements of
broker-dealers.
If the seller of a repurchase agreement should default on its obligation to
repurchase the securities, a fund may experience delays or difficulties in
exercising its rights upon the securities held as collateral and might incur a
loss if the value of the securities should decline. A fund also might incur
disposition costs in connection with liquidating the securities. While the funds
acknowledge these risks, it is expected that they can be controlled through
careful monitoring procedures offered by the adviser.
RESTRICTED SECURITIES:
The funds will not make any investment in restricted securities.
SECURITIES OF OTHER INVESTMENT COMPANIES:
ALL FUNDS may purchase or acquire securities of other investment companies
(including, without limitation, unit investment trusts) on the open market if
immediately after such purchase or acquisition the fund would not own, in the
aggregate, (1) more than 3% of the total outstanding voting stock of such other
investment company; (2) securities issued by such other investment company
having an aggregate value in excess of 5% of the value of the fund's total
assets; or (3) securities issued by such other investment company and all other
investment companies having an aggregate value in excess of 10% of the value of
the fund's total assets. By investing in another registered investment company,
there may be a duplication in fees and expenses.
TEMPORARY DEFENSIVE POSITION
During periods of unusual economic or market conditions or for temporary
defensive purposes, each fund may invest in cash or short-term debt securities.
The types of short-term instruments in which each fund may invest for temporary
defensive purposes include: cash, money market securities such as repurchase
agreements, securities issued or guaranteed by the U. S. Government or its
agencies or instrumentalities, prime corporate commercial paper, and bankers'
acceptances and certificates of deposit issued by major banks.
ZERO COUPON SECURITIES:
The LONG-TERM BOND FUND may invest in zero coupon U.S. Government securities,
which are U.S. Government obligations that have been stripped of their unmatured
interest coupons, the coupons themselves and receipts or certificates
representing interests in such stripped debt obligations and coupons. The fund
also may invest in zero coupon securities issued by corporations and financial
institutions and by foreign governments where such securities are denominated in
U.S. dollars. A zero coupon security pays no interest to its holder during its
life and is sold at a discount to its face value at maturity. The amount of the
discount fluctuates with the market price of the security. The market prices of
zero coupon securities generally are more volatile than the market price of
securities that pay interest periodically and are likely to respond to a greater
degree to changes in interest rates than non-zero coupon securities having
similar maturities and credit qualities.
INVESTMENT RESTRICTIONS
FUNDAMENTAL INVESTMENT RESTRICTIONS
- -----------------------------------
The following investment restrictions are considered fundamental which means
that they may only be changed by the vote of a majority of a fund's outstanding
shares, which as used herein and in the Prospectus, means the lesser of: (1) 67%
of such fund's outstanding shares present at a meeting, if the holders of more
than 50% of the outstanding shares are present in person or by proxy, or (2)
more than 50% of such fund's outstanding shares.
RESTRICTIONS APPLICABLE TO ALL FUNDS:
- - No fund will authorize or issue any class of senior securities.
- - The GROWTH FUND, the ASSET ALLOCATION FUND, the TAX EXEMPT BOND FUND, the
SHORT-TERM GOVERNMENT BOND FUND and the LONG-TERM BOND FUND each will not
borrow money, except as a temporary measure for extraordinary or emergency
purposes. Such borrowings will only be from a bank in an amount not to
exceed 10% of the value of the fund's total assets, nor 5% of the value of
such fund's total assets if such debt matures more than sixty days after
issuance.
7
<PAGE> 36
- - The MONEY MARKET FUND will not borrow money, except as a temporary measure
for extraordinary or emergency purposes, and then only from a bank in an
amount not to exceed 10% of the value of the fund's total assets. The MONEY
MARKET FUND will not purchase securities at any time a loan to such fund is
outstanding (investments in repurchase agreements are not subject to these
restrictions).
- - No fund will underwrite or participate in the underwriting of securities of
other issuers.
- - No fund will purchase or sell real estate, commodities, or commodity
contracts.
- - No fund will make loans, except through the purchase of publicly
distributed debt securities in accordance with each fund's investment
policies. Investments in repurchase agreements shall not be considered a
loan for purposes of this restriction.
RESTRICTIONS APPLICABLE TO CERTAIN FUNDS:
The GROWTH FUND will not:
- - Invest more than 5% of its assets in the securities of any one issuer.
- - Purchase or hold as much as 10% of any class of outstanding equity
securities or as much as 10% of the outstanding voting securities of any
one issuer.
- - Concentrate the investments of more than 25% of the total value of its
assets in any single industry.
The ASSET ALLOCATION FUND, the SHORT-TERM GOVERNMENT BOND FUND and the
LONG-TERM BOND FUND each will not:
- - With respect to 75% of its assets, invest more than 5% of its assets in the
securities of any one issuer.
- - Purchase or hold as much as 10% of any class of outstanding equity
securities or as much as 10% of the outstanding voting securities of any
one issuer.
- - Concentrate the investments of more than 25% of the total value of its
assets in any single industry.
The TAX EXEMPT BOND FUND will not:
- - With respect to 75% of its assets, invest more than 5% of its assets in the
securities of any one issuer. The term ?issuer? as used by this fund will
mean any one state municipality, agency, authority, instrumentality or
other entity which is directly responsible for the payment of debt service
on its outstanding obligations.
- - With respect to non-municipal bond investments, concentrate investments
of more than 25% of the total value of its assets in any single
industry, except that there is no limitation with regard to investments in
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
The MONEY MARKET FUND will not:
- - Invest more than 10% of its total assets in repurchase agreements maturing
in more than seven days or in non-negotiable certificates of deposit.
[However, as described in "Description of Investments and Risks" above,
under normal circumstances, the fund will not invest in repurchase
agreements maturing in more than seven days and will not invest in
illiquid, restricted securities (including non-negotiable certificates of
deposit.]
- - Invest more than 5% of its total assets in the securities of any one
issuer.
- - Concentrate the investments of more than 25% of the total value of its
assets in any single industry, other than banks.
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS
The following restrictions are imposed by the management of the funds, and may
be modified by the Board of Directors of the funds without shareholder approval.
Each fund will not:
- - Invest in companies for purposes of exercising control or management.
- - Buy from or sell portfolio securities to any of its officers, directors,
employees, adviser or underwriter as principals except as otherwise
approved by the Board of Directors and in accordance with Section 17 of the
Investment Company Act of 1940.
- - Purchase securities on margin, effect a short sale of any security,
purchase or sell puts, calls, straddles or spreads, or participate in any
joint or joint and several trading accounts.
8
<PAGE> 37
- - Purchase or retain securities of any company if persons affiliated with
such fund or its adviser, as a group, beneficially own more than 1% of the
securities of such a company.
- - In any case, borrow money in an amount which exceeds 5% of the value of its
total assets and will not purchase securities at any time a loan to such
fund is outstanding (investment in repurchase agreements will not be
considered to be loans for purposes of this restriction).
INVESTMENT COMPANY ACT RESTRICTIONS
- -----------------------------------
The following restrictions are imposed by the Investment Company Act of 1940.
Each fund will not:
- - Purchase or acquire securities of another investment company except by
purchase on the open market at regular brokerage rates (other than when
such purchase or acquisition is part of a plan of merger or consolidation)
if immediately after such purchase or acquisition, such fund would own in
the aggregate: (1) more than 3% of the total outstanding voting stock of
such other investment company; (2) securities issued by such other
investment company having an aggregate value in excess of 5% of the value
of such fund's total assets; or (3) securities issued by such other
investment company and all other investment companies having an aggregate
value in excess of 10% of the value of such fund's total assets.
Any investment policy or restriction which involves a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after an acquisition of securities and
results therefrom.
PORTFOLIO TURNOVER
The table below indicates each fund's portfolio turnover (with the exception of
the MONEY MARKET FUND) for the two most recently completed fiscal years. The
funds do not anticipate significant variations in portfolio turnover for the
fiscal year end June 30, 1999.
<TABLE>
<CAPTION>
FUND NAME FISCAL YEAR ENDED 6/30/97 FISCAL YEAR ENDED 6/30/98
- --------- ------------------------- -------------------------
<S> <C> <C>
GROWTH FUND 30.74% 33.06%
ASSET ALLOCATION FUND 19.25% 20.07%
TAX EXEMPT BOND FUND 11.35% 24.83%
SHORT-TERM GOVERNMENT BOND FUND 00.0%* 1.54%
LONG-TERM BOND FUND 41.77%* 25.11%
<FN>
* For the period beginning January 2, 1997 (commencement of operations) through
June 30, 1997.
</TABLE>
A portfolio turnover of 100% indicates that the equivalent of all of the fund's
assets have been sold and reinvested in a year. The amount of brokerage
commissions will tend to increase as the level of portfolio activity increases.
High portfolio turnover may result in the realization of substantial net capital
gains or losses.
MANAGEMENT OF THE FUNDS
THE BOARD OF DIRECTORS
The operations of each fund are under the direction of a Board of Directors who
have been elected by the shareholders of each fund. The Board establishes each
fund's policies and oversees and reviews the management of each fund. The Board
meets regularly to review the activities of the officers, who are responsible
for day-to-day operations of the funds. To assist the directors and officers in
carrying out their duties and responsibilities, the funds have employed IAA
Trust Company as their investment adviser. The Board reviews the various
services provided by the adviser to ensure that each fund's general investment
policies and programs are being carried out and administrative services are
being provided to the funds in a satisfactory manner.
9
<PAGE> 38
The directors and executive officers of the funds and their principal
occupations during the past five years are set forth below. An asterisk
indicates a director who may be deemed to be an "interested person" (as that
term is defined in the Investment Company Act of 1940) of the funds. All
directors classified by the funds as "interested directors" also serve as
directors of Illinois Agricultural Association ("IAA"), Illinois Agricultural
Holding Co. ("IAHC"), Country Life Insurance Company ("CLIC"), Country
Mutual Insurance Company ("CMIC") and IAA Trust Company ("IAATC"). IAHC owns
99.9% of the outstanding stock of CLIC and 95% of the outstanding stock of
IAATC. Ronald R. Warfield and Rollie D. Moore also serve as directors of IAATC
and as President and Vice President, respectively, of CLIC, IAATC, IAHC and IAA.
<TABLE>
<CAPTION>
POSITIONS HELD
NAME AND AGE WITH THE FUNDS PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ------------ -------------- ----------------------------------------------
<S> <C> <C>
Ronald R. Warfield * (54) Director and Director and President: Illinois Agricultural Association,
President since 1994 Illinois Agricultural Holding Co., CC Services, Inc. (3),
Country Capital Management Company, Country Casualty
Insurance Company, Country Investors Life Assurance Company,
Country Life Insurance Company, Country Mutual Insurance
Company, and Country Preferred Insurance Company, 1993 to
date; Country Medical Plans, Inc., 1996 to date; Director:
AgriVisor Services, Inc. and IAA Trust Company, 1993 to
date; Coordinating Committee Member of GROWMARK, Inc. and
Chairman, Board of Trustees, IAA Foundation (2), 1993 to
date; President: AgriVisor Services, Inc., and IAA Trust
Company, 1994 to date; Chairman of the Board: Country
Capital Management Company, 1994 to date; Director: American
Farm Bureau Federation and certain of its affiliated
companies, 1996 to date. Member of the USDA National
Agricultural Research, Extension, Education & Economics
Advisory Board, 1996 to present. Chairman of the Board,
Country Capital Management Company, 1994 to present.
Director of Bank of Gibson City, 1989 to 1994. Director,
IAA Communications Company, 1993-96; President, IAA
Communications Company 1994-96. Farmer.
Herbert G. Allen (68) Director since 1987 Farmer
Charlot R. Cole (57) Director since 1996 Property Developer, 1979 to date; Member Macoupin-Greene
County Cooperation Extension Council (formerly Macoupin
County Cooperative Extension Council), 1992 to date and
President, 1995 to date; Secretary/Treasurer, Cole Farms,
Inc., 1993 to date. Farmer.
Nancy J. Erickson (41) Director since 1995 President of McHatton Farm Management, Inc., 1981 to date.
Farmer.
</TABLE>
10
<PAGE> 39
<TABLE>
<CAPTION>
POSITIONS HELD
NAME AND AGE WITH THE FUNDS PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ------------ -------------- ----------------------------------------------
<S> <C> <C>
William E. Klein, Sr.* (70) Director since 1993 Director: Illinois Agricultural Association, Illinois
Agricultural Holding Co., CC Services, Inc.(3), Country
Casualty Insurance Company, Country Investors Life Assurance
Company, Country Life Insurance Company, Country Mutual
Insurance Company, and Country Preferred Insurance Company,
1988 to date; Director, Country Capital Management Company,
1992 to date; Director, Country Medical Plans, Inc., 1996 to
date and IAA Trust Company, 1998 to present. Farmer.
Ailene Miller (72) Director since 1991 McLean County (Illinois) Board Member, 1986 to date; Member
of IAA Foundation Trustee Emeritus, 1988 to date.
Rollie D. Moore * (49) Director since 1996 Director and Vice President: Illinois Agricultural
and Vice President Association, Illinois Agricultural Holding Co., CC Services,
since 1994 Inc. (3), Country Capital Management Company, Country
Casualty Insurance Company, Country Investors Life Assurance
Company, Country Life Insurance Company, Country Mutual
Insurance Company, and Country Preferred Insurance Company,
1993 to date; Vice President: IAA Trust Company, 1993 to date;
Vice Chairman, Board of Trustees, IAA Foundation, 1993 to
date; Vice President and Director: IAA Trust Company, 1994
to date; Vice President and Director: Country Medical Plans,
Inc., 1996 to date; Director: AgriVisor Services, Inc. and
Illinois Agricultural Service Company, 1994 to date;
Director, IAA Communications Company, 1993 to 1996;
Vice-President, IAA Communications Company, 1994 to 1996;
Coordinating Committee Member of GROWMARK, Inc., 1994 to
date. Member of Broadcast Partners Steering Committee, 1996
to date. Farmer.
Bruce D. Finks (45) Vice President since Vice President - Investments, IAA Trust Company, 1995 to date
1996 and Director of Investments, 1995 to date; Head of the
committee of portfolio managers of the Growth Fund, 1998 to
present; Primary portfolio manager of the Growth Fund from
1994 to 1996; Portfolio manager, 1992 to 1994.
Richard M. Miller (60) Vice President since Senior Vice President and Senior Trust Officer: IAA Trust
1992 Company, 1991 to date (prior thereto Senior Vice President
and Trust Officer).
Duane L. Miller (61) Vice President since President, Director and Chairman of the Board of Directors of
1998 Middlesex Mutual Assurance Company and Midfield Corporation,
1998 to date. Chief Executive Officer (Executive Vice
President and CEO until 1998), Country Medical Plans, Inc.,
1996 to date, CC Services, Inc., Country Capital Management
Company, Country Casualty Insurance Company, Country Investors
Life Assurance Company, Country Life Insurance
</TABLE>
11
<PAGE> 40
<TABLE>
<CAPTION>
POSITIONS HELD
NAME AND AGE WITH THE FUNDS PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ------------ -------------- ----------------------------------------------
<S> <C> <C>
Company, Country Mutual Insurance Company and Country
Preferred Insurance Company, 1974 to date. Chief Executive
Officer of IAA Trust Company, 1997 to date.
Paul M. Harmon (56) Secretary since 1995 General Counsel: Illinois Agricultural Association and
and General Counsel affiliated companies, 1996 to date. Deputy General Counsel:
since 1996 Illinois Agricultural Association and affiliated companies,
1991 to 1996. Secretary: Country Capital Management Company,
1995 to date. General Counsel, Secretary and Director,
Middlesex Mutual Assurance Company and Midfield Corporation,
1998 to date. Secretary, IAA Trust Company, 1996 to 1998.
Robert W. Weldon (64) Treasurer since 1975 Vice President - Finance and Treasurer: IAA Trust Company,
Illinois Agricultural Association, Country Life Insurance
Company, Country Mutual Insurance Company, Country Casualty
Insurance Company, Country Preferred Insurance Company, and
Country Capital Management Company, 1974 to date; Director
and Treasurer: Illinois Agricultural Service Company, 1974 to
date; Vice President - Finance and Treasurer: CC Services,
Inc.(3), 1975 to date; Country Investors Life Assurance
Company, 1981 to date; AgriVisor Services, Inc., 1984 to
date; Country Medical Plans, Inc., 1996 to date. Treasurer:
IAA Communications Company, 1990 to 1996; Illinois
Agricultural Holding Co., 1974 to date; Illinois Agricultural
Auditing Association, 1974 to date.
Richard F. Day (58) Controller since 1992 Controller, IAA Trust Company, 1974 to date.
<FN>
(1) IAA Trust Taxable Fixed Income Series Fund, Inc. was formerly IAA Trust Money Market Fund, Inc.
(2) The mailing address for all officers and directors of the funds is c/o IAA Trust Company, 808 IAA Drive,
Bloomington, Illinois 61702.
(3) CC Services, Inc. was organized to provide insurance brokerage,
administrative, marketing and other services to the insurance companies
affiliated with the Illinois Agricultural Association.
</TABLE>
The directors of the funds receive a directors fee of $200 for the GROWTH
FUND and $50 for each of the ASSET ALLOCATION FUND, TAX EXEMPT BOND FUND, MONEY
MARKET FUND, SHORT-TERM GOVERNMENT BOND FUND and LONG-TERM BOND FUND. This fee
is paid for each day or a portion thereof spent in a meeting or meetings of the
Board of Directors or while engaged in special work authorized by the President
of the funds or the Board of Directors. The directors may also be reimbursed for
travel expenses for each meeting of the Board of Directors attended, and while
engaged in special work authorized by the President of the funds or by the Board
of Directors. Directors and officers receive no other compensation from the
funds for their services. The funds do not provide any pension or retirement
benefits for the directors. During the fiscal year ended June 30, 1998, the
aggregate amount of fees and expenses paid to directors and officers was $9,474.
Ms. Miller and Messrs. Warfield and Allen serve as members of the
Executive Committee. Mr. Warfield is Chairman of the Executive Committee. Ms.
Cole, Erickson and Miller and Mr. Allen are members of the Nominating Committee.
12
<PAGE> 41
The following table provides information regarding the compensation paid
by the funds to the directors for their services during the fiscal year ended
June 30, 1998.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
TOTAL COMPENSATION FROM
NAME FUNDS AND FUND COMPLEX PAID TO DIRECTORS
- ----------------------------------------------------------------------------------------
<S> <C>
Ronald R. Warfield $ 0
Herbert G. Allen $1,400
Charlot R. Cole $1,400
Nancy J. Erickson $1,050
William E. Klein, Sr. $1,400
Aileen Miller $1,400
Rollie D. Moore $ 700
- -------------------------------- ----- -------------------------------------------------
</TABLE>
CONTROL PERSONS
AND PRINCIPAL HOLDERS OF SECURITIES
Ownership of 25% or more of a voting security is deemed "control" as defined
in the Investment Company Act of 1940. So long as 25% of a fund is so owned,
such owners will be presumed to be in control of such fund for purposes of
voting on certain matters submitted to a vote of shareholders. Principal
holders own of record or beneficially 5% or more of a fund's outstanding
voting securities.
CONTROL PERSONS
As of August 1, 1998, IAA Trust Company owned of record the following shares
(and corresponding percentage) of the issued and outstanding capital stock of
each fund:
<TABLE>
<CAPTION>
FUND NAME NUMBER OF SHARES PERCENTAGE
--------- ---------------- ----------
<S> <C> <C>
GROWTH FUND 3,822,369.790 53.47%
ASSET ALLOCATION FUND 923,190.153 74.28%
TAX EXEMPT BOND FUND 232,558.140 11.79%
MONEY MARKET FUND 49,677,097.840 87.09%
SHORT-TERM GOVERNMENT
BOND FUND 2,746,802.577 97.57%
LONG-TERM BOND FUND 3,527,818.806 94.99%
</TABLE>
IAA Trust Company's address is 808 IAA Drive, Bloomington, Illinois. IAA
Trust Company is organized under the laws of the State of Illinois. Illinois
Agricultural Holding Co. owns 95% of the outstanding voting securities of IAA
Trust Company.
PRINCIPAL HOLDERS
As of August 1, 1998, Country Life Insurance Company owned 425,200.352 shares
or 5.94% of the outstanding shares of the GROWTH FUND, and 96,227.589 shares
or 7.74% of the outstanding shares of the ASSET ALLOCATION FUND.
13
<PAGE> 42
Substantially all of the issued and outstanding voting securities of Country
Life Insurance Company are owned by Illinois Agricultural Holding Co. and
approximately 98% of the outstanding voting securities of this latter company
are owned by Illinois Agricultural Association. Each of these companies is
incorporated in Illinois. The home office address for Illinois Agricultural
Holding Co., Illinois Agricultural Association and Country Life Insurance
Company is 1701 Towanda Avenue, Bloomington, Illinois.
MANAGEMENT OWNERSHIP
--------------------
As of August 1, 1998, the officers and directors of the funds as a group
owned less than 1% of the issued and outstanding capital stock of any fund.
INVESTMENT ADVISORY AND OTHER SERVICES
THE INVESTMENT ADVISER
----------------------
The funds' investment adviser is IAA Trust Company. The funds and the adviser
have entered into investment advisory agreements with respect to each fund
which are renewable annually by the Board of Directors or by votes of a
majority of each fund's outstanding voting securities. Any such renewals must
also be approved by the votes of a majority of each fund's directors who are
not parties to the agreements or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such approvals.
The agreements may be terminated without penalty at any time by the Board of
Directors of a fund, by votes of the shareholders or by the adviser upon
sixty days written notice. The agreements terminate automatically if
assigned.
For providing investment advisory services and assuming certain fund
expenses, each fund pays the adviser annual fees that are based on each
fund's average daily net assets. Such fees are computed on a daily basis and
paid monthly. The table below lists these annual fees as well as the total
dollar amounts that each fund paid the adviser for the last three fiscal
years.
<TABLE>
<CAPTION>
-------------------------- --------------- ---------------------------------------------------------------------
FEES PAID
-------------------------------------------------------------------
ADVISORY
FUND NAME FEE YEAR END 6/30/96 YEAR END 6/30/97 YEAR END 6/30/98
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
GROWTH FUND 0.75% $580,601 $709,406 $ 1,154,966
ASSET ALLOCATION FUND 0.75% $ 78,490 $ 85,470 $ 123,435
TAX EXEMPT BOND FUND 0.50% $ 93,863 $ 89,246 $ 89,775
MONEY MARKET FUND 0.50% $201,429 $193,648 $ 292,932
SHORT-TERM GOVERNMENT
BOND FUND 0.50% NA $ 6,982* $ 133,520
LONG-TERM BOND FUND 0.75% NA $ 11,550* $ 275,862
------------------------------------------------------------------------------------------------------------
<FN>
* For the SHORT-TERM GOVERNMENT BOND FUND and LONG-TERM BOND FUND, advisory fees for the fiscal year ended
6/30/97 are for the period January 2, 1997 (commencement of operations) through 6/30/97. For this same
period, the SHORT-TERM GOVERNMENT BOND FUND and LONG-TERM BOND FUND waived advisory fees and reimbursed
expenses totaling $32,422 and $35,805, respectively. For the period ended 6/30/98, the SHORT-
</TABLE>
14
<PAGE> 43
TERM GOVERNMENT BOND FUND and LONG-TERM BOND FUND waived advisory fees and
reimbursed expenses totaling $10,437 and $75,493, respectively.
CONTROLLING SHAREHOLDERS
------------------------
Illinois Agricultural Holding Co. owns 95% of the outstanding voting
securities of IAA Trust Company, the investment adviser for the funds.
Approximately 98% of the issued and outstanding voting stock of the Illinois
Agricultural Holding Co. is owned by the Illinois Agricultural Association,
an Illinois not-for-profit membership corporation organized to promote the
interest of agriculture.
FUND OFFICERS AFFILIATED WITH ADVISER
-------------------------------------
The following persons who are officers and/or directors of the funds also
hold positions with the adviser as indicated: Ronald R. Warfield, Director
and President; Duane L. Miller, Chief Executive Officer; Bruce D. Finks, Vice
President - Investments; Richard M. Miller, Senior Vice President and Senior
Trust Officer; Rollie D. Moore, Director and Vice President; William E.
Klein, Director; Paul M. Harmon, Secretary and General Counsel; Robert W.
Weldon, Vice President - Finance and Treasurer; Richard F. Day, Controller.
THE DISTRIBUTOR
---------------
FPS Broker Services, Inc. ("FPSB"), 3200 Horizon Drive, P.O. Box 61503, King
of Prussia, PA 19406-0903 is the primary and exclusive distributor of the
funds' shares, pursuant to Underwriting Agreements with each fund. As
distributor, FPSB will use its best efforts to effect such distributions, but
it is required to take and pay for only such securities as it sells to the
public. Commissions for the sale of shares received by FPSB do not represent
compensation paid by the funds to FPSB and are not expenses of the funds.
RULE 12B-1 PLANS
----------------
The shareholders of the GROWTH FUND, ASSET ALLOCATION FUND, TAX EXEMPT BOND
FUND, SHORT-TERM GOVERNMENT BOND FUND, and LONG-TERM BOND FUND have adopted
respective Plans of Distribution pursuant to Rule 12b-1 under the Investment
Company Act of 1940. All payments made pursuant to the plans shall be made
for the purpose of promoting the sale of shares or other such
distribution-related expenses, including any distribution or service fees
paid to securities dealers, investment advisers, financial planners, and
others, who have executed a distribution agreement with the distributor.
The plans are considered reimbursement plans because the funds reimburse the
distributor for actual distribution and shareholder servicing expenses
incurred by the distributor not exceeding, on an annual basis, 0.25% of each
fund's average daily net assets. Because the funds reimburse the distributor
only for actual expenditures, the distributor realizes no profit from the
plans. The plans may be terminated at any time and the funds shall have no
liability for expenses that were not reimbursed as of the date of
termination. The funds do not participate in any joint distribution
activities and fees paid under the plans may not be used to finance the
distribution of the shares of another fund. Any unreimbursed expenses
incurred under the plans will not be carried over to future years.
FPSB was reimbursed $29,240 by the GROWTH FUND during the fiscal year ended
June 30, 1998, pursuant to its Plan. The principal types of activities for
which payments were made include: compensation to dealers - $25,960,
compensation to distributor - $2,132, printing costs - $14,013 and
advertising expenses - $4,857.
FPSB was reimbursed $2,100 by the ASSET ALLOCATION FUND during the fiscal
year ended June 30, 1998, pursuant to its Plan. The principal types of
activities for which payments were made include: compensation to dealers -
$779, compensation to distributor - $947, printing costs - $1,470 and
advertising expenses - $819.
FPSB was reimbursed $6,300 by the TAX EXEMPT BOND FUND during the fiscal year
ended June 30, 1998, pursuant to its Plan. The principal types of activities
for which payments were made include: compensation to dealers - $8,119,
compensation to distributor - $940, printing costs - $1,673 and advertising
expenses - $872.
FPSB was reimbursed $7,314 by the SHORT-TERM GOVERNMENT BOND FUND during the
fiscal year ended June 30, 1998, pursuant to its Plan. The principal types of
activities for which payments were made include: compensation to dealers -
$20, compensation to distributor - $698, printing costs - $2,382 and
advertising expenses - $379.
15
<PAGE> 44
FPSB was reimbursed $10,262 by the LONG-TERM BOND FUND during the fiscal year
ended June 30, 1998, pursuant to its Plan. The principal types of activities
for which payments were made include: compensation to dealers - $20,
compensation to distributor - $757, printing costs - $3,252 and advertising
expenses - $498.
EXPENSES
--------
Each fund pays all expenses not assumed by IAA Trust Company, including, but
are not limited to: directors' fees, audit fees, legal fees, interest
expenses, brokerage commissions, registration and notification of shares for
sale with the SEC and with various state securities commissions, taxes, cost
of insurance, fees of the funds' administrator, transfer agent or other
service providers, costs of obtaining quotations of portfolio securities,
pricing of fund shares and payments under its respective distribution plans.
OTHER SERVICE PROVIDERS
THE TRANSFER AGENT
------------------
First Data Investor Services Group, Inc. a wholly owned subsidiary of First
Data Corporation, which has its principal business address at 4400 Computer
Drive, Westborough, MA 01581, provides transfer agency and dividend
disbursing agent services for the funds. As part of these services, First
Data Investor Services Group will maintain records pertaining to the sale,
redemption, and transfer of fund shares and will distribute each fund's cash
dividends to shareholders. For such services, each fund will pay First Data
Investor Services Group fees which management believes are comparable to fees
charged by others who perform such transfer agency services.
The GROWTH FUND paid transfer agent fees totaling $67,980, $74,484 and
$75,623, respectively, for the fiscal years ended June 30, 1996, 1997 and
1998. The ASSET ALLOCATION FUND paid transfer agent fees totaling $7,695,
$9,043 and $9,262, respectively, for the fiscal years ended June 30, 1996,
1997 and 1998. The TAX EXEMPT BOND FUND paid transfer agent fees totaling
$14,263, $13,220 and $13,418, respectively, for the fiscal years ended June
30, 1996, 1997 and 1998. The MONEY MARKET FUND paid transfer agent fees
totaling $39,872, $42,866 and $39,680, respectively, for the fiscal years
ended June 30, 1996, 1997 and 1998. For the period of January 2, 1997
(commencement of operations) to June 30, 1997, fees totaling $12,056 for
transfer agent services were accrued for the SHORT-TERM GOVERNMENT BOND FUND,
but the service provider voluntarily agreed to waive fees totaling $4,500.
For the fiscal year ended June 30, 1998, transfer agent fees totaled $24,899.
For the period of January 2, 1997 (commencement of operations) to June 30,
1997, fees totaling $12,058 for transfer agent services were accrued for the
LONG-TERM BOND FUND, but the service provider voluntarily agreed to waive
fees totaling $4,500. For the fiscal year ended June 30, 1998, transfer agent
fees totaled $24,901.
ACCOUNTING SERVICES
-------------------
The funds have entered into Accounting Services Agreements with First Data
Investor Services Group. These agreements require First Data Investor
Services Group to calculate each fund's net asset value in accordance with
the provisions of the funds' current Prospectus and to prepare for fund
approval and use various government reports, tax returns, and proxy
materials. Each fund will pay a minimum fee of $25,000 for these services and
additional fees based on declining percentages of their respective average
net assets in excess of $10,000,000. Management believes that the fees for
these services are comparable to those charged by others who perform such
accounting services.
The GROWTH FUND paid accounting fees of $48,794, $53,396 and $61,098,
respectively, for the fiscal years ended June 30, 1996, 1997, and 1998. The
ASSET ALLOCATION FUND paid accounting fees of $28,996, $29,320 and $32,512,
respectively, for the fiscal years ended June 30, 1996, 1997 and 1998. The
TAX EXEMPT BOND FUND paid accounting fees of $35,352, $33,041 and $32,993,
respectively for the fiscal years ended June 30, 1996, 1997 and 1998. The
MONEY MARKET FUND paid accounting fees of $37,196, $35,760 and $43,806,
respectively, for the fiscal years ended June 30, 1996, 1997 and 1998. For
the period of January 2, 1997 (commencement of operations) to June 30, 1997,
the SHORT-TERM GOVERNMENT BOND FUND accrued accounting fees of $12,500, but
the service provider voluntarily agreed to waive fees totaling $4,688. For
the year ended June 30, 1998, the fund paid $31,135 for accounting services.
For the period of January 2, 1997 (commencement of operations) to June 30,
1997, the LONG-TERM BOND FUND accrued accounting fees of $12,500, but the
service provider voluntarily agreed to waive fees totaling $4,688. For the
year ended June 30, 1998, the fund paid $34,873 for accounting services.
16
<PAGE> 45
ADMINISTRATIVE SERVICES
-----------------------
The funds have entered into Administration Agreements with First Data
Investor Services Group. These Agreements provide that the Administrator
shall provide all administrative services to each fund other than those
relating to the investment portfolio of the funds, the distribution of the
funds and the maintenance of each fund's financial records. The fees for
these services are based on declining percentages of each fund's average net
assets beginning at .0015% of the first $50,000,000 of average net assets,
.0010% on the next $50,000,000 of average net assets, and .0005% over
$100,000,000 of average net assets. The funds are, however, required to pay
minimum annual administrative fees. The minimum annual fee for the GROWTH
FUND is $50,000. The minimum annual administrative fee for each of the ASSET
ALLOCATION FUND, TAX EXEMPT BOND FUND, MONEY MARKET FUND, SHORT-TERM
GOVERNMENT BOND FUND and LONG-TERM BOND FUND is $10,000.
For the fiscal year ended June 30, 1998, the GROWTH FUND, ASSET ALLOCATION
FUND, TAX EXEMPT BOND FUND, MONEY MARKET FUND, SHORT-TERM GOVERNMENT BOND
FUND and LONG-TERM BOND FUND paid fees of $118,256, $12,695, $14,331,
$46,018, $23,688, and $30,584, respectively, for administrative services.
THE CUSTODIAN
-------------
IAA Trust Company, 808 IAA Drive, Bloomington, Illinois 61702, serves as
custodian for the funds. IAA Trust Company is an affiliated person of the
funds. As custodian, IAA Trust Company is responsible for, among other
things, safeguarding and controlling each fund's cash and securities,
handling the receipt and delivery of securities and collecting interest and
dividends on each fund's investments. None of the directors, officers or
other employees of the funds ever have personal possession of any fund's
investments. These services do not include any managerial or policy making
functions of the funds. The funds have agreed to pay the custodian such
compensation as may be agreed upon from time to time, but currently the
custodian is voluntarily waiving the receipt of any fees for custodial
services.
INDEPENDENT ACCOUNTANTS
-----------------------
The accounting firm of PricewaterhouseCoopers LLP, 2400 Eleven Penn
Center, Philadelphia, Pennsylvania, has been designated as independent
accountants for each fund. PricewaterhouseCoopers LLP performs annual
audits of each fund and is periodically called upon to provide accounting and
tax advice.
BROKERAGE
THE GROWTH FUND AND THE ASSET ALLOCATION FUND:
These funds always seek to effect their respective transactions in buying and
selling portfolio securities, acting through a broker as agent or with a
dealer as principal so that they can obtain reasonable execution at the most
favorable prices. Accordingly, each fund, through IAA Trust Company, the
investment adviser, negotiates commission rates in accordance with the
reliability and quality of a broker's or dealer's services, the financial
condition of the firm and the value and expected contribution of the
broker-dealer to the performance of the fund on a continuing basis. Thus,
what a fund determines to be the most favorable commission price may be
higher than the lowest available price. In evaluating the overall
reasonableness of brokerage commissions paid, each fund through its
investment adviser maintains an awareness of general practices with regard to
commission levels and rates charged by reputable brokerage firms.
A fund may, subject to the primary brokerage allocation criterion that a fund
obtain reasonable execution at the most favorable prices, place orders for
the purchase or sale of portfolio securities with brokers or dealers who have
provided research, statistical, or other financial information to the fund or
its investment adviser. Brokerage house research generally provides economic
and financial market analysis as well as industry studies and investment
analysis of individual companies or entities.
The primary brokerage allocation criterion of the funds is that each fund
obtain reasonable execution at the most favorable prices. If two or more
brokers or dealers meet this criterion, a fund may, although there is no
undertaking or agreement with any broker or dealer to do so or any specific
internal allocation procedure, place orders for the purchase or sale of
portfolio securities with brokers or dealers who have provided research,
17
<PAGE> 46
statistical or other financial information to the fund or its investment
adviser. Research information obtained from brokers and dealers while
servicing the fund may be used by IAA Trust Company in servicing all of its
accounts and, conversely, research information obtained from brokers and
dealers while servicing other accounts may be used by IAA Trust Company in
servicing the fund. Further, not all research information obtained from
brokers and dealers while serving the fund may be used by the fund.
Over-the-counter transactions are usually placed with a principal market
maker unless a better net security price is obtainable elsewhere.
During the fiscal years ended June 30, 1996, 1997 and 1998, brokerage
commissions paid by the GROWTH FUND totaled $58,079, $80,557 and $128,562,
respectively. No brokerage transactions were allocated to brokers or dealers
for the sale of the fund's shares; such sales are made by FPS Broker
Services, Inc. and Country Capital Management Company through their own
representatives.
During the fiscal years ended June 30, 1996, 1997 and 1998, brokerage
commissions paid by the ASSET ALLOCATION FUND totaled $5,540, $6,667 and
$6,708, respectively. No brokerage transactions were allocated to brokers or
dealers for the sale of the fund's shares; such sales are made by FPS Broker
Services, Inc. and Country Capital Management Company through their own
representatives.
There may be occasions when portfolio transactions for these funds are
executed as part of concurrent authorizations to purchase or sell the same
security for other funds served by IAA Trust Company. Although such
concurrent authorizations potentially could be either advantageous or
disadvantageous to a fund, they are effected only when a fund, acting on the
advice of IAA Trust Company, believes that to do so is in the interest of
such fund. When such concurrent authorizations occur, the executions will be
allocated in an equitable manner.
TAX EXEMPT BOND FUND, SHORT-TERM GOVERNMENT BOND FUND,
and LONG-TERM BOND FUND:
The TAX EXEMPT BOND FUND, SHORT-TERM GOVERNMENT BOND FUND and LONG-TERM BOND
FUND seek to effect their transactions in buying and selling portfolio
securities, acting through a broker as agent or with a dealer as principal,
so that they can obtain reasonable execution at the most favorable prices.
Accordingly, a fund, through IAA Trust Company, its investment adviser,
negotiates commission rates in accordance with the reliability and quality of
a broker's or dealer's services, the financial condition of the firm and the
value and expected contribution of the broker-dealer to the performance of
the fund on a continuing basis. Thus, what a fund determines to be the most
favorable commission price may be higher than the lowest available price. In
evaluating the overall reasonableness of brokerage commissions paid, a fund
maintains through its investment adviser an awareness of general practices
with regard to commission levels and rates charged by reputable brokerage
firms.
The primary brokerage allocation criterion of the TAX EXEMPT BOND FUND,
SHORT-TERM GOVERNMENT BOND FUND and LONG-TERM BOND FUND is that each fund
obtain reasonable execution at the most favorable prices. If two or more
brokers or dealers meet this criterion, a fund may place orders for the
purchase or sale of portfolio securities with brokers or dealers who have
provided research, statistical or other financial information to the
investment adviser of the fund. Brokerage house research generally provides
economic and financial market analysis as well as industry studies and
investment analysis of individual companies or entities.
It is the opinion of the investment adviser, that the furnishing of research,
statistical, and other financial information to a fund, or the fund's
investment adviser, by brokers and dealers, will not materially reduce the
cost to the investment adviser of fulfilling the terms of its advisory
contract with the fund because the investment adviser must review and analyze
such information along with all other information available to it. Research
information obtained from brokers and dealers while servicing a fund may be
used by IAA Trust Company in servicing all of its accounts and, conversely,
research information obtained from brokers and dealers while servicing other
accounts may be used by IAA Trust Company in servicing each fund. Further,
not all research information obtained from brokers and dealers while serving
the funds may be used by a fund.
18
<PAGE> 47
During the fiscal years ended 1996, 1997 and 1998, all transactions for the
TAX EXEMPT BOND FUND were placed with a principal market dealer. For the
period of January 2, 1997 (commencement of operations) to June 30, 1997, and
the fiscal year ended June 30, 1998, all transactions for both the SHORT-TERM
GOVERNMENT BOND FUND and LONG-TERM BOND FUND were placed with a principal
market dealer. No commissions are paid on transactions with the principal
market dealer as the asked price on such transactions usually includes an
allowance for such compensation.
No brokerage transactions are allocated to brokers or dealers for the sale of
a fund's shares; such sales are made by FPS Broker Services, Inc. and Country
Capital Management Company through their own representatives.
There may be occasions when portfolio transactions for the funds are executed
as part of concurrent authorizations to purchase or sell the same security
for other funds served by IAA Trust Company. Although such concurrent
authorizations potentially could be either advantageous or disadvantageous to
a fund, they are effected only when a fund, acting on the advice of IAA Trust
Company, believes that to do so is in the interest of such fund. When such
concurrent authorizations occur, the executions will be allocated in an
equitable manner.
MONEY MARKET FUND:
The MONEY MARKET FUND, acting on recommendations received from its investment
adviser, IAA Trust Company, expects that purchases and sales of portfolio
securities usually will be principal transactions. Portfolio securities will
normally be purchased directly from the issuer or from an underwriter or a
market maker for the securities. Usually, no brokerage commissions will be
paid on such purchases. Purchases from underwriters of portfolio securities
will include a concession paid by the issuer to the underwriter and the
purchase price paid to market makers for money market instruments may include
the spread between the bid and asked price.
The primary consideration in the allocation of portfolio transactions will be
prompt and effective execution of orders at the most favorable price. If two
or more brokers or dealers meet this criterion, the fund may, although there
is no undertaking or agreement with any broker or dealer to do so or any
specific internal allocation procedure, place orders for the purchase or sale
of portfolio securities with brokers or dealers who have provided research,
statistical, or other financial information to the fund or its investment
adviser. Brokerage house research generally provides economic and financial
market analysis as well as industry studies and investment analysis of
individual companies or entities. Such information is of the kind generally
supplied by broker-dealers to their customers without obligation. This
information may be used by IAA Trust Company to supplement its own research
and analysis. Although it is not possible to place a dollar value on this
information, it is the opinion of IAA Trust Company that the receipt and
study of such information does not reduce its expenses. Research information
obtained from brokers and dealers while servicing the fund may be used by IAA
Trust Company in servicing all of its accounts and, conversely, research
information obtained from brokers and dealers while servicing other accounts
may be used by IAA Trust Company in servicing the fund. Further, not all
research information obtained from brokers and dealers while servicing the
fund may be used by the fund.
During the fiscal years ended June 30, 1996, 1997 and 1998, the MONEY MARKET
FUND incurred no brokerage commissions.
There may be occasions when portfolio transactions for this fund are executed
as part of concurrent authorizations to purchase or sell the same security
for other funds served by IAA Trust Company. Although such concurrent
authorizations potentially could be either advantageous or disadvantageous to
a fund, they are effected only when a fund, acting on the advice of IAA Trust
Company, believes that to do so is in the interest of such fund. When such
concurrent authorizations occur, the executions will be allocated in an
equitable manner.
ALL FUNDS:
IAA Trust Company has an arrangement with Lipper Analytical Securities
Corporation whereby IAA Trust Company receives specific research products
known as Lipper-Mutual Fund Performance Analysis (Weekly) in exchange for
placing an agreed-upon amount of trades on behalf of privately managed
accounts and the Funds. If IAA Trust Company does not place all of the
agreed-upon amount of trades, any remaining amounts will be carried forward
to future years.
19
<PAGE> 48
CAPITAL STOCK
There are no conversion or preemptive rights in connection with any shares of
the funds, nor are there cumulative voting rights with respect to the shares
of any of the funds. Each of the fund's shares has equal voting rights. Each
issued and outstanding share of each fund is entitled to participate equally
in dividends and distributions declared by such fund and in net assets of
such fund upon liquidation or dissolution remaining after satisfaction of
outstanding liabilities.
All issued and outstanding shares of each fund will be fully paid and
non-assessable and will be redeemable at the net asset value per share. The
interests of shareholders in the funds will not, unless specifically
requested in writing by a shareholder, be evidenced by a certificate or
certificates representing shares of a fund.
The authorized capitalizations of the GROWTH FUND, the ASSET ALLOCATION FUND,
and the TAX EXEMPT BOND FUND consist of 10,000,000 shares for each of these
funds, each fund having a par value of $1.00 per share.
The authorized capitalization of the TAXABLE FIXED INCOME SERIES FUND
consists of 250,000,000 shares with a par value of $0.10 per share. Of this
amount, 100,000,000 shares are designated to the MONEY MARKET FUND,
50,000,000 shares are designated to the SHORT-TERM GOVERNMENT BOND FUND, and
25,000,000 shares are designated to the LONG-TERM BOND FUND. The remaining
75,000,000 shares are undesignated.
The Board of Directors has authority, without the necessity of a shareholder
vote, to create any number of new series or classes. The directors have
authorized one class of share to be issued.
PURCHASES, REDEMPTIONS, AND PRICING OF SHARES
NET ASSET VALUE
---------------
Shares of each fund are purchased at net asset value. The net asset value per
share of each fund is calculated by adding the value of securities and other
assets of that fund, subtracting liabilities and dividing by the number of
its outstanding shares. Each fund's share price will be determined at the
close of regular trading hours of the New York Stock Exchange, normally 4:00
p.m. Eastern Time. The MONEY MARKET FUND may calculate its net asset value
more than once a day if deemed desirable.
VALUATION OF THE MONEY MARKET FUND
----------------------------------
All securities of the MONEY MARKET FUND will be valued by using the amortized
cost method, which involves valuing a security at its costs on the date of
purchase and thereafter (absent unusual circumstances) assuming a constant
amortization to maturity of any discount or premium, regardless of the impact
of fluctuations in general market rates of interest on the value of the
instrument. While this method provides certainty in valuation, it may result
in periods during which a security's value, as determined by this method, is
higher or lower than the price a fund would receive if it sold the
instrument.
The use by the MONEY MARKET FUND of amortized cost and the maintenance by
this fund of a net asset value at $1.00 are permitted by regulations
promulgated by Rule 2a-7 under the Investment Company Act of 1940, provided
that certain conditions are met. The regulations also require the directors
to establish procedures which are reasonably designed to stabilize the net
asset value per share at $1.00 for this fund. Such procedures include the
determination of the extent of deviation, if any, of the fund's current net
asset value per share calculated using available market quotations from the
fund's amortized cost price per share.
VALUATION OF ALL OTHER FUNDS
----------------------------
For all other funds, securities listed or admitted to trading privileges on
any national securities exchange will be valued at the last sales price on
that day before the time for valuation, or, if there is no sale before that
time that day, the last bid price on such exchange before that time that day,
the last bid price on such exchange before that time that day. Equity
securities which are traded in the over-the-counter market only, but which
are not included in the NASDAQ National Market System will be valued at the
mean between the last preceding bid and asked
20
<PAGE> 49
price. Valuations may also be obtained from pricing services when such prices
are believed to reflect the fair market value. Securities with a remaining
maturity of sixty days or less are valued at amortized cost, which
approximates market value. Short-term notes are valued at cost. Corporate
bonds, municipal bonds, receivables and portfolio securities not currently
quoted as indicated above, and other assets will be valued at fair value as
determined in good faith by the Board of Directors.
REDEMPTIONS IN KIND
-------------------
The funds reserve the right to pay redemptions in kind with portfolio
securities in lieu of cash. In accordance with its election pursuant to Rule
18f-1 under the Investment Company Act of 1940, the funds may limit the
amount of redemption proceeds paid in cash. The funds may, under unusual
circumstances, limit redemptions in cash with respect to each shareholder
during any ninety-day period to the lesser of (i) $250,000 or (ii) 1% of the
net asset value of the fund at the beginning of such period. A shareholder
may incur brokerage costs if the securities received were sold.
REDEMPTIONS
-----------
Payment to shareholders for shares surrendered for redemption is made in cash
as soon as practicable after surrender, within seven days, except that a
fund: (a) may elect to suspend the redemption of shares or postpone the date
of payment of redemption proceeds: (1) during any period that the New York
Stock Exchange is closed (other than customary weekend and holiday closings)
or trading on the New York Stock Exchange is restricted; (2) during any
period in which an emergency exists as a result of which disposal of
portfolio securities is not reasonably practicable to fairly determine the
fund's net asset values; or (3) during such other periods as the Securities
and Exchange Commission may by order permit for the protection of investors.
EXCHANGE OF SHARES
------------------
An exchange is effected by redemption of shares of one fund and the issuance
of shares of the other fund selected, and only after delivery of the current
Prospectus. With respect to an exchange among the GROWTH Fund, ASSET
ALLOCATION FUND, TAX EXEMPT BOND FUND, SHORT-TERM GOVERNMENT BOND FUND and
LONG-TERM BOND FUND, a capital gain or loss for Federal income tax purposes
will be realized upon the exchange, depending upon the cost or other basis of
the shares redeemed. With respect to the MONEY MARKET FUND, assuming such
fund maintains its share value at $1.00 per share, an exchange of this fund's
shares for shares of another IAA Trust fund should not create a Federal
income tax incident, except for the establishment of a new holding period.
The exchange privilege is not designed for use in connection with short-term
trading or market timing strategies. The exchange privilege may be terminated
or suspended or its terms changed at any time, subject to 60 days' prior
notice.
TELEPHONE INSTRUCTIONS
----------------------
Neither the funds nor any of their service providers will be liable for any
loss or expense in acting upon telephone instructions that are reasonably
believed to be genuine. In attempting to confirm that telephone instructions
are genuine, the funds will use such procedures that are considered
reasonable. Shareholders assume the risk to the full extent of their accounts
that telephone requests may be unauthorized. To the extent that a fund fails
to use reasonable procedures to verify the genuineness of telephone
instructions, it and/or its service contractors may be liable for any such
instructions that prove to be fraudulent or unauthorized. All telephone
conversations with First Data Investor Services Group will be recorded.
RETIREMENT PLANS
----------------
IAA Trust Company sponsors a prototype Defined Contribution Plan which has
been approved by the Internal Revenue Service and which meets the requirement
of the Tax Reform Act of 1986, as amended. This Plan can invest in shares of
all funds except the TAX EXEMPT BOND FUND.
For individuals eligible to establish an Individual Retirement Account
("IRA"), IAA Trust Company sponsors a prototype "traditional" IRA which has
been approved by the Internal Revenue Service. An individual may be able to
deduct contributions made to such a Plan. The deductibility of contributions
to an IRA by taxpayers who are participants in an employer's retirement plan
is determined by the amount of taxpayer's adjusted gross income. "Rollover
contributions" from certain other tax-qualified plans may also be made to
this Plan. Possible penalties may be imposed for excess IRA contributions,
premature withdrawals or insufficient distributions after age 70 1/2.
21
<PAGE> 50
An investor considering either the Defined Contribution Plan or the
"traditional" IRA , along with the two new types of IRAs which were created
by the Taxpayers Relief Act of 1997 as described in the Prospectus, should
consult with his or her attorney or tax advisor with respect to Plan
requirements and tax implications. Other information relating to eligibility
and service fees may be obtained by reading the prototype Plans and, in the
case of IRAs, by reading the disclosure statement(s) which the IRS requires
to be furnished to individuals who are considering the adoption of an IRA.
For more information, contact IAA Trust Company, 808 IAA Drive, Bloomington,
Illinois 61702 or call toll-free (800) 422-8261.
AUTOMATIC INVESTING
-------------------
A shareholder may authorize automatic investing through automatic withdrawals
from his/her bank accounts on a regular basis.
SYSTEMATIC WITHDRAWAL PLAN
--------------------------
Shareholders who purchase or already own $5,000 or more of any fund's shares,
valued at the current public offering price, and who wish to receive periodic
payments from their account(s) may establish a Systematic Withdrawal Plan by
completing an application provided by FPSB for this purpose. If you
participate in this plan, you will receive monthly, quarterly or annual
checks in the amount designated. While no particular withdrawal amount is
necessarily recommended, the minimum is $25. The amount of payment may be
changed at any time. Dividends and capital gains distributions on a fund's
shares in the Plan are automatically reinvested in additional shares at net
asset value. All certificates for shares deposited under this Plan must be
surrendered and no certificates will be issued unless the Plan is terminated.
Payments are made from the proceeds derived from the redemption of fund
shares owned by the planholder. With respect to GROWTH FUND, ASSET ALLOCATION
FUND, TAX EXEMPT BOND FUND, SHORT-TERM GOVERNMENT BOND FUND and LONG-TERM
BOND FUND, each redemption of shares may result in a gain or loss which is
reportable by the investor on their income tax return.
Redemptions required for payments may reduce or use up the planholder's
investment, depending upon the size and frequency of withdrawal payments and
market fluctuations. Accordingly, Plan payments cannot be considered as yield
or income on the investment. Additional purchases may be made under the
Systematic Withdrawal Plan in amounts of $5,000 or more.
First Data Investor Services Group, as agent for the shareholder, may charge
for services rendered beyond those normally assumed by the funds. No such
charge is currently assessed, but such a charge may be instituted by First
Data Investor Services Group upon notice in writing to shareholders. This
Plan may be terminated at any time without penalty upon written notice by the
shareholder, by the funds, or by First Data Investor Services Group.
CHECKWRITING PRIVILEGE TERMS (MONEY MARKET FUND):
-------------------------------------------------
Persons electing checkwriting automatically authorize the bank to honor
checks drawn by them on the bank and appoint First Data Investor Services
Group, the fund's transfer agent, as their agent to redeem a sufficient
number of shares of the Money Market Fund shares to pay such checks. They
also automatically agree: (1) The owners or owners who signs the check will
sign their name exactly as it appears on the application or the check will
not be honored; (2) This privilege is subject to the fund and the bank's
rules and regulations and applicable government regulations as amended from
time to time; (3) The bank may refuse to honor checks and the fund may refuse
to effect redemptions to pay checks whenever the right of redemption has been
suspended or postponed; (4) To examine confirmations and to notify the fund,
within thirty days after mailing to the owner(s), of any error in the
confirmations and that failure to do so shall preclude any claim against the
fund, the distributor, the bank, First Data Investor Services Group, and each
of their representatives and agents by reason of such failure; (5) This
privilege may be modified or terminated by any owner by serving written
notice to the fund, and the fund may modify or terminate it by serving
written notice to the owner(s) thirty days in advance thereof. This feature
is not available if a part owner is under age 14. When one of its joint
tenants is age 14 to 17, both tenants must sign drafts.
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<PAGE> 51
INTEGRATED VOICE RESPONSE (IVR) SYSTEM
--------------------------------------
Shareholders in the funds can obtain toll-free access to account information,
as well as certain transactions, by calling (800) 245-2100. IVR provides
share price, price change, account balances and history (i.e., last
transaction, latest dividend distribution, redemptions by check during the
last three months); and allows sales or exchanges of shares.
TAXATION OF THE FUNDS
Each fund has elected to be treated, and intends to qualify each year, as a
"regulated investment company" under Subchapter M of the Internal Revenue
Code of 1986, by meeting all applicable requirements of Subchapter M,
including requirements as to the nature of the fund's gross income, the
amount of fund distributions (as a percentage of both the fund's overall
income and, in the case of the TAX EXEMPT BOND FUND, its tax-exempt income),
and the composition of the fund's portfolio assets. Because each fund intends
to distribute all of its net investment income and net realized capital gains
to shareholders in accordance with the timing requirements imposed by the
Code, it is not expected that the funds will be required to pay any federal
income or exise taxes. If a fund failed to qualify, it would be required to
pay such taxes.
UNDERWRITER COMPENSATION
Shares of the funds are continuously offered to the public through FPS Broker
Services, Inc. ("FPSB"). Currently, out of commissions to be received, FPSB
has agreed to pay all expenses incident to the distribution of shares. If
commissions are not sufficient to pay these expenses, FPSB will look to the
funds' investment adviser for reimbursement. For the fiscal year ended June
30, 1998 , FPSB received no underwriting fees.
CALCULATION OF PERFORMANCE DATA
From time to time, the funds advertise their various respective performance
measures, such as: 7- or 30-day yield; tax-equivalent yield; total percentage
increase; and total return. Performance will vary and the results shown
herein and in the funds' Prospectus are historical information and will not
be representative of future results. Factors affecting the Funds' performance
include general market conditions, operating expenses, and portfolio
management. No adjustment has been made for taxes payable on dividends and
distributions.
TOTAL PERCENTAGE INCREASE
-------------------------
Total percentage increase is calculated for the specified periods of time by
assuming a hypothetical investment of $1,000 in a fund's shares. Each
dividend or other distribution is treated as having been reinvested at net
asset value on the reinvestment date. The percentage increases stated are the
percent that an original investment would have increased during the
applicable period.
AVERAGE ANNUAL TOTAL RETURN
---------------------------
The GROWTH FUND, ASSET ALLOCATION FUND, TAX EXEMPT BOND FUND, LONG-TERM
GOVERNMENT BOND FUND and SHORT-TERM BOND FUND compute their average annual
total returns by determining the average annual compounded rates of return
during specified periods that equate the initial amount invested to the
ending redeemable value of such investment. This is done by dividing the
ending redeemable value of a hypothetical $1,000 initial payment by $1,000
and raising the quotient to a power equal to one divided by the number of
years (or fractional portion thereof) covered by the computation and
subtracting one from the result. This calculation can be expressed as
follows:
23
<PAGE> 52
Average Annual Total Return = ( ERV/P ) RAISED TO THE 1/n POWER - 1
Where: ERV = ending redeemable value at the end of the
period covered by the computation of a
hypothetical $1,000 payment made at the beginning
of the period.
P = hypothetical initial payment of $1,000.
n = period covered by the computation,
expressed in terms of years.
The funds that compute their aggregate total returns over a specified period
do so by determining the aggregate compounded rate of return during such
specified period that likewise equates over a specified period the initial
amount invested to the ending redeemable value of such investment. The
formula for calculating aggregate total return is as follows:
Aggregate Total Return = [ ERV - P ]/P
Where: ERV = ending redeemable value at the end of the period
covered by the computation of a hypothetical
$1,000 payment made at the beginning of the
period.
P = hypothetical initial payment of $1,000.
The calculations of average annual total return and aggregate total return
assume the reinvestment of all dividends and capital gain distributions on
the reinvestment dates during the period. The ending redeemable value
(variable "ERV" in each formula) is determined by assuming complete
redemption of the hypothetical investment and the deduction of all
nonrecurring charges at the end of the period covered by the computations.
Such calculations are not necessarily indicative of future results and do not
take into account Federal, state and local taxes that shareholders must pay
on a current basis.
Since performance will fluctuate, performance data for the fund should not be
used to compare an investment in a funds' shares with bank deposits, savings
accounts and similar investment alternatives which often provide an agreed or
guaranteed fixed yield for a stated period of time. Shareholders should
remember that performance is generally a function of the kind and quality of
the instruments held in a portfolio, portfolio maturity, operating expenses
and market conditions.
30-DAY YIELD CALCULATIONS
-------------------------
The ASSET ALLOCATION FUND, TAX EXEMPT BOND FUND, LONG-TERM GOVERNMENT BOND
FUND and SHORT-TERM BOND FUND calculate a 30-day yield by dividing the net
investment income per share (as described below) earned by the fund during a
30-day (or one month) period by the maximum offering price per share on the
last day of the period. The result is then annualized on a semi-annual basis
by adding one to the quotient, raising the sum to the power of six,
subtracting one from the result and then doubling the difference. A fund's
net investment income per share earned during the period is based on the
average daily number of shares outstanding during the period entitled to
receive dividends and includes dividends and interest earned during the
period minus expenses accrued for the period, net of reimbursements. This
calculation can be expressed as follows:
YIELD = 2 [ ( a - b + 1) - 1 ]
-------
cd
Where: a = dividends and interest earned during the period.
b = expenses accrued for the period (net of
reimbursements).
24
<PAGE> 53
c = the average daily number of shares
outstanding during the period that were
entitled to receive dividends.
d = maximum offering price per share on the last day
of the period.
For the purpose of determining net investment income earned during the period
(variable "a" in the formula), dividend income on equity securities held by a
fund is recognized by accruing 1/360 of the stated dividend rate of the
security each day that the security is in the fund. Except as noted below,
interest earned on any debt obligations held by a fund is calculated by
computing the yield to maturity of each obligation held by that fund based on
the market value of the obligation (including actual accrued interest) at the
close of business on the last business day of the month, the purchase price
(plus actual accrued interest) and dividing the result by 360 and multiplying
the quotient by the market value of the obligation (including actual accrued
interest) in order to determine the interest income on the obligation for
each day of the subsequent month that the obligation is held by that fund.
For purposes of this calculation, it is assumed that each month contains
thirty days. The date on which the obligation reasonably may be expected to
be called or, if none, the maturity date. With respect to debt obligations
purchased at a discount or premium, the formula generally calls for
amortization of the discount premium. The amortization schedule will be
adjusted monthly to reflect changes in the market values of such debt
obligations.
Expenses accrued for the period (variable "b" in the formula) include all
recurring fees charged by a fund to all shareholder accounts in proportion to
the length of the base period and the fund's mean (or median) account size.
Undeclared earned income will be subtracted from the offering price per
capital share (variable "d" in the formula).
With respect to the TAX EXEMPT BOND FUND, interest earned on tax-exempt
obligations that are issued without original issue discount and have a
current market discount is calculated by using the coupon rate of interest
instead of the yield to maturity. In the case of tax-exempt obligations that
are issued with original issue discount but which have discounts based on
current market value that exceed the then-remaining portion of the original
discount (market discount), the yield to maturity is the imputed rate based
on the original issue discount calculation. On the other hand, in the case of
tax-exempt obligations that are issued with original issue discount but which
have discounts based on current market value that are less than the
then-remaining portion of the original discount (market premium), the yield
to maturity is based on the market value.
With regard to mortgage or other receivables-backed obligations which are
expected to be subject to monthly payments of principal and interest
("pay-downs"): (i) gain or loss attributable to actual monthly pay-downs are
accounted for as an increase or decrease to interest income during the
period; and (ii) a fund may elect either (a) to amortize the discount and
premium on the remaining security, based on the cost of the security, to the
weighted average maturity date, if such information is available, or to the
remaining term of the security, if any, if the weighted average date is not
available or (b) not to amortize discount or premium on the remaining
security.
TAX-EQUIVALENT YIELD CALCULATIONS
---------------------------------
With respect to the TAX EXEMPT BOND FUND, the "tax-equivalent yield" of this
fund is computed by: (a) dividing that portion of the fund's yield
(calculated as above) that is tax-exempt by one minus a stated Federal income
tax rate, and (b) adding the quotient to that portion, if any, of the fund's
yield that is not tax-exempt.
The tax equivalent yield reflects the taxable yield that an investor at the
highest marginal Federal income tax rate would have to receive to equal the
primarily tax-exempt yield from the fund. Before investing in a tax-exempt
fund, you may want to determine which investment -- tax-free or taxable --
will result in a higher after-tax yield. To do this, divide the yield on the
tax-free investment by the decimal determined by subtracting from 1 the
highest Federal tax rate you pay. For example, if the tax-free yield is 5%
and your maximum tax bracket is 39.6%, the computation is:
5% Tax-Free Yield - (1/.396 Tax Rate) = 5%/.604% = 8.2781% Tax Equivalent Yield
25
<PAGE> 54
In this example, your after-tax return would be higher from the 5% tax-free
investment if available taxable yields are below 8.2781%. Conversely, the
taxable investment would provide a higher yield when taxable yields exceed
8.2781%.
7-DAY YIELD CALCULATIONS
------------------------
The MONEY MARKET FUND'S standard yield quotations as they appear in reports
and other material distributed by the fund or by Country Capital Management
Company are calculated by a standard method prescribed by rules of the
Securities and Exchange Commission. The yield of this fund for a 7-day period
(the "base period") will be computed by determining the net change in the
value (calculated as set forth below) of a hypothetical account having a
balance of one share at the beginning of the period, dividing the net change
in account value by the value of the account at the beginning of the base
period to obtain the base period return, and multiplying the base period
return by 365/7 with the resulting yield figure carried to the nearest
hundredth of one percent.
Net changes in value of a hypothetical account will include the value of
additional shares purchased with dividends from the original share and
dividends declared on both the original share and any such additional shares,
but will not include realized gains or losses or unrealized appreciation or
depreciation on portfolio investments.
The effective yield is computed by compounding the unannualized base period
return by adding 1 to the base period return, raising the sum to a power
equal to 365 divided by 7, and subtracting one from the result, according to
the following formula:
Effective Yield = [(base period return + 1) RAISED TO THE 365/7 POWER ]-1
GROWTH FUND:
This fund's net asset value and return will fluctuate. Please note the
differences and similarities between the investments which the fund may
purchase for its portfolio and the investments measured by the index which is
described in the Prospectus. Please refer to the Prospectus for specific
information.
ASSET ALLOCATION FUND:
This fund's net asset value, return, and yield will fluctuate. The fund's
yield for the thirty days ended June 30, 1998 was 2.76%. Yield differs from
total return in that it only considers current income and does not take into
account gains or losses on securities held by the fund. Please refer to the
Prospectus for specific information.
TAX EXEMPT BOND FUND:
This fund's net asset value, return, and yield will fluctuate. The fund's
yield for the thirty days ended June 30, 1998 was 3.93%. Yield differs from
total return in that it only considers current income and does not take into
account gains or losses on securities held by the fund. Please refer to the
Prospectus for specific information. The above yield results in a
tax-equivalent yield of 6.51% for the thirty days ended June 30, 1998.
MONEY MARKET FUND:
The yield and effective yield of this fund will vary in response to
fluctuations in interest rates and in the expenses of the fund. For the seven
days ended June 30, 1998 the fund's annualized standard (cash) yield was
4.88% and its annualized effective (compound) yield was 5%. For comparative
purposes, the current and effective yields should be compared to current and
effective yields offered by competing financial institutions for the same
base period and calculated by the methods described above.
SHORT-TERM GOVERNMENT BOND FUND:
This fund's net asset value, return, and yield will fluctuate. The fund's
yield for the thirty days ended June 30, 1998 was 5.46%. Yield differs from
total return in that it only considers current income and does not take into
account gains or losses on securities held by the fund. Please refer to the
Prospectus for specific information.
26
<PAGE> 55
LONG-TERM BOND FUND:
This fund's net asset value, return, and yield will fluctuate. The fund's
yield for the thirty days ended June 30, 1998 was 5.43%. Yield differs from
total return in that it only considers current income and does not take into
account gains or losses on securities held by the fund. Please refer to the
Prospectus for specific information.
FINANCIAL STATEMENTS
REPORTS TO SHAREHOLDERS
-----------------------
Shareholders will receive unaudited semi-annual reports describing the funds'
investment operations and annual financial statements audited by independent
certified public accountants.
FINANCIAL STATEMENTS
--------------------
The audited financial statements and notes thereto for each fund contained in
the Annual Report to Shareholders dated June 30, 1998, are incorporated by
reference into this Statement of Additional Information. The financial
statements have been audited by PricewaterhouseCoopers L.L.P. Their report
appears in the Annual Report and is also incorporated by reference herein. No
other parts of the Annual Report are incorporated by reference herein. Such
financial statements and notes thereto have been incorporated herein in
reliance on the report of PricewaterhouseCoopers L.L.P., independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
27
<PAGE> 56
APPENDIX "A" -- DESCRIPTIONS OF SECURITIES RATINGS
--------------------------------------------------
COMMERCIAL PAPER RATINGS
------------------------
MOODY'S INVESTORS SERVICE, INC. ("MOODY'S"): "PRIME-1" and "PRIME-2" are
Moody's two highest commercial paper rating categories. Moody's evaluates
the salient features that affect a commercial paper issuer's financial and
competitive position. The appraisal includes, but is not limited to the
review of such factors as:
1. Quality of management.
2. Industry strengths and risks.
3. Vulnerability to business cycles.
4. Competitive position.
5. Liquidity measurements.
6. Debt structures.
7. Operating trends and access to capital markets.
Differing degrees of weight are applied to the above factors as deemed
appropriate for individual situations.
STANDARD & POOR'S, A DIVISION OF MCGRAW-HILL COMPANIES, INC. ("S&P"):
"A-1" and "A-2" are S&P's two highest commercial paper rating categories and
issuers rated in these categories have the following characteristics:
1. Liquidity ratios are adequate to meet cash requirements.
2. Long-term senior debt is rated "A" or better.
3. The issuer has access to at least two additional channels of
borrowing.
4. Basic earnings and cash flow have an upward trend with allowance
made for unusual circumstances.
5. Typically, the issuer is in a strong position in a
well-established industry or industries.
6. The reliability and quality of management is unquestioned.
Relative strength or weakness of the above characteristics determine
whether an issuer's paper is rated "A-or "A-2". Additionally, within the
"A-1" designation, those issues determined to possess overwhelming safety
characteristics are denoted with a plus (+) rating category.
BOND RATINGS
------------
S&P: An S&P bond rating is a current assessment of the creditworthiness of
an obligor with respect to a specific debt obligation. This assessment may
take into consideration obligors such as guarantors, insurers or lessees.
The bond ratings are not a recommendation to purchase, sell or hold a
security, inasmuch as it does not comment as to market price or
suitability for a particular investor.
The ratings are based on current information furnished by the issuer or
obtained by S&P from other sources it considers reliable. S&P does not
perform any audit in connection with any ratings and may, on occasion,
rely on unaudited financial information. The ratings may be changed,
suspended or withdrawn as a result of changes in, or unavailability of,
such information, or for other circumstances.
The ratings are based, in varying degrees, on the following
considerations:
I. Likelihood of default-capacity and willingness of the obligor as
to the timely payment of interest and repayment of principal in
accordance with the terms of the obligation;
II. Nature of and provisions of the obligation;
III. Protection afforded by, and relative position of, the obligation
in the event of bankruptcy, reorganization or other arrangement
under the laws of bankruptcy and other laws affecting creditor's
rights.
The four highest bond ratings of S&P and their meanings are:
28
<PAGE> 57
"AAA" Bonds rated "AAA" have the highest rating assigned by S&P to a
----- debt obligation. Capacity to pay interest and repay principal is
extremely strong.
"AA" Bonds rated "AA" have a very strong capacity to pay interest and
---- repay principal and differ from the highest rated issues only in
small degree.
"A" Bonds rated "A" have a strong capacity to pay interest and repay
--- principal although they are somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than bonds in higher rated categories.
"BBB" Bonds rated "BBB" are regarded as having an adequate capacity to
----- pay interest and repay principal. Whereas they normally exhibit
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for bonds in this
category than for bonds in higher rated categories.
Plus (+) or Minus (-): The ratings from "AA" to "BB" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
PROVISIONAL RATINGS The letter "P" indicates that the rating is provisional.
A provisional ratings assumes the successful completion of the project being
financed by the bonds being rated and indicate that payment of debt service
requirements is largely or entirely dependent upon the successful and timely
completion of the project. This rating, however, while addressing credit
quality subsequent to completion of the project, makes no comment on the
likelihood of, or the risk of default upon failure of, such completion. The
investor should exercise his own judgement with respect to such likelihood
and risk.
Under present commercial bank regulations issued by the Comptroller of the
Currency, bonds rated in the top four categories ("AAA", "AA", "A", and
"BBB", commonly known as "investment-grade" ratings) are generally regarded
as eligible for bank investment.
MOODY'S.: The four highest ratings of Moody's and their meanings are:
"AAA" Bonds which are rated "Aaa" are judged to be of the best
quality. They carry the smallest degree of investment risk and
are generally referred to as "gilt edge." Interest payments are
protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.
"AA" Bonds which are rated "Aa" are judged to be of high quality by
all standards. Together with the "Aaa" group they comprise what
are generally known as high-grade bonds. They are rated lower
then the best bonds because margins of protection may not be as
large as in "Aaa" securities or fluctuation of protective
elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat
larger than in "Aaa" securities.
"A" Bonds which are rated "A" possess many favorable investment
attributes and are to be considered as upper medium-grade
obligations. Factors giving security to principal and interest
are considered adequate, but elements may be present which
suggest a susceptibility to impairment sometime in the future.
"BAA" Bonds which are rated "Baa" are considered as medium-grade
obligations; i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear
adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as
well.
29
<PAGE> 58
IAA TRUST GROWTH FUND, INC.
PART C - OTHER INFORMATION
Item 23. Exhibits:
---------
(a) Articles of Incorporation. Articles of Incorporation, dated
August 5, 1965, are incorporated by reference to
Post-Effective Amendment No. 53 to Registrant's Registration
Statement filed electronically on October 28, 1996.
(b) By-Laws. By-Laws of IAA Trust Growth Fund, Inc. dated August
26, 1965, as amended November 23, 1992, are incorporated by
reference to Post-Effective Amendment No. 53 to Registrant's
Registration Statement filed electronically on October 28,
1996.
(c) Instruments Defining Rights of Security Holders. Not
applicable
(d) Investment Advisory Contracts. Investment Advisory Agreement,
effective September 29, 1992, is incorporated by reference to
Post-Effective Amendment No. 53 to Registrant's Registration
Statement filed electronically on October 28, 1996.
(e) Underwriting Contracts. Underwriting Agreement, effective
August 1, 1995, is incorporated by reference to Post-Effective
Amendment No. 53 to Registrant's Registration Statement filed
electronically on October 28, 1996.
(f) Bonus or Profit Sharing Contracts. None.
(g) Custodian Agreement. Custodian Agreement, effective March 31,
1992, is incorporated by reference to Post-Effective Amendment
No. 53 to Registrant's Registration Statement filed
electronically on October 28, 1996.
(h) Other Material Contracts.
a. Transfer Agent Services Agreement, effective August 1,
1995, is incorporated by reference to Post-Effective
Amendment No. 53 to Registrant's Registration Statement
filed electronically on October 28, 1996.
b. Administration Agreement, effective August 1, 1995, is
incorporated by reference to Post-Effective Amendment No.
53 to Registrant's Registration Statement filed
electronically on October 28, 1996.
c. Accounting Services Agreement, effective August 1, 1995,
is incorporated by reference to Post-Effective Amendment
No. 53 to Registrant's Registration Statement filed
electronically on October 28, 1996.
(i) Legal Opinion. See Exhibit A to 24f-2 Notice filed August,
1997, and incorporated herein by reference.
(j) Other Opinions. Consent of Independent Accountants -- FILED
HEREWITH.
<PAGE> 59
(k) Omitted Financial Statements. None
(l) Initial Capital Agreements. None
(m) Rule 12b-1 Plan. 12b-1 Plan Agreement with FPS Broker
Services, Inc., effective February 8, 1993, is incorporated by
reference to Post-Effective Amendment No. 53 to Registrant's
Registration Statement filed electronically on October 28,
1996.
(n) Financial Data Schedule. FILED HEREWITH.
(o) Rule 18f-3 Plan. None
Item 24. Persons Controlled by or under Common Control with Registrant.
--------------------------------------------------------------
IAA Control Chart as of June 30, 1998.
*ILLINOIS AGRICULTURAL ASSOCIATION
Illinois Agricultural Association and Affiliated Companies as of June 30, 1998
1. Country Mutual Insurance Company
2. Country Casualty Insurance Company
3. Country Preferred Insurance Company
4. CC Services, Inc.
5. Mid-America Services of Alaska, Inc.
Mid-America Services of Arizona, Inc.
Mid-America Services of Arkansas, Inc.
Mid-America Financial Corporation of Colorado, Inc.
Mid-America Services of Kansas, Inc.
M-A Services Corporation of Minnesota, Inc.
Mid-America Services of Missouri, Inc.
Mid-America Services of Nevada, Inc.
Mid-America Services of New Mexico, Inc.
Mid-America Brokerage, Inc. (Oklahoma)
Mid-America Services of Oregon, Inc.
Mid-America Services of Utah, Inc.
Mid-America Services of Washington, Inc.
6. Illinois Agricultural Holding Co.
7. Illinois Agricultural Service Company
8. Country Life Insurance Company
9. Country Medical Plans Inc.
10. Country Capital Management Company
11. Country Investors Life Assurance Co.
12. Middlesex Mutual Assurance Company
13. Midfield Corporation
14. AgriVisor Services, Inc.
15. IAA Trust Company
16. IAA Trust Asset Allocation Fund, Inc.
17. IAA Trust Growth Fund, Inc.
18. IAA Trust Taxable Fixed Income Series Fund, Inc.
19. IAA Trust Tax Exempt Bond Fund, Inc.
20. Prairie Farms Dairy, Inc.
21. Muller-Pinehurst Dairy, Inc.
22. East Side Jersey Dairy, Inc.
23. Ice Cream Specialties, Inc.
24. ABC Dairy, Inc.
25. P.F.D. Supply Corporation
26. Mo-Kan Express, Inc.
27. GMS Transportation Co.
28. Illinois Milk Producers Association
29. Interstate Producers Livestock Association
30. Illinois Livestock Marketing Company
31. IAA Federal Credit Union
32. Illinois Agricultural Auditing Association
33. **GROWMARK, Inc.
34. FS Credit Corporation
35. MID-CO Commodities, Inc.
36. TRI-FS, Inc.
37. FS Farmco, Inc.
38. Lakeland FS, Inc.
39. Southwest FS, Inc.
40. FS Services Ontario Ltd.
41. Henry Foods, L.L.C.
42. F.S. Structures of Iowa, L.L.C.
43. American Quality Pork, L.L.C.
44. Project Explorer Corporation
45. Project Explorer Mark II Corp.
46. Mark II Plan, L.L.C.
47. Mark II Energy, L.L.C.
48. Mark II Agronomy, L.L.C.
49. 1105433 Ontario Inc.
50. UCO Petroleum, Inc.
1. Organized in Illinois as a mutual insurance company. Proxy control in
Illinois Agricultural Association.
2. Organized in Illinois as a stock insurance company. 99.9% of voting
securities owned by Country Mutual Insurance Company.
3. Organized in Missouri as a stock insurance company. 100% of voting
securities owned by Country Mutual Insurance Company.
4. Organized in Illinois as a business corporation. 71.4% of voting securities
owned by Illinois Agricultural Association; 17.14% of voting securities
owned buy Country Mutual Insurance Company; 11.43% of voting securities
owned by Country Life Insurance Company.
5. Organized as a business corporation in the state indicated. 100% of voting
securities of each company owned buy CC Services, Inc.
6. Organized in Illinois under the General Corporation Act. 98.3% of voting
securities owned by Illinois Agricultural Association.
7. Organized in Illinois as a business corporation. 100% of voting securities
owned by Illinois Agricultural Holding Co.
8. Organized in Illinois as a stock insurance company. 99.99% of voting
securities owned by Illinois Agricultural Holding Co.
9. Organized in Illinois as a stock insurance company. 100% of voting
securities owned by Country Life Insurance Company.
10. Organized in Illinois as a business corporation. 100% of voting securities
owned by Country Life Insurance Company.
11. Organized in Illinois as a stock insurance company. 100% of voting
securities owned by Country Life Insurance Company.
12. Organized in Connecticut as a mutual insurance company. Country Mutual
Insurance Company officers constitute the majority of the Board of
Directors, and hold key executive positions.
13. Organized in Connecticut as a stock business corporation. 100% of voting
securities owned by Middlesex Mutual Assurance Company.
14. Organized in Illinois under the General Corporation Act. 100% of voting
securities owned by Illinois Agricultural Holding Co.
15. Organized in Illinois as a business corporation. 95% of voting Securities
owned by Illinois Agricultural Holding Co. and 5% owned by Country Mutual
Insurance Company.
16. Organized in Maryland as a mutual fund under the General Corporation Law.
7.84% of voting securities owned by Country Life Insurance Company. 78.47%
of the securities owned of record by IAA Trust Company. Investment Advisory
Agreement with IAA Trust Company.
17. Organized in Maryland as a mutual fund under the General Corporation Law.
5.90% of voting securities owned by Country Life Insurance Company.
54.80% of the voting securities owned of record by IAA Trust Company.
Investment Advisory Agreement with IAA Trust Company.
18. Organized in Maryland as a mutual fund under the General Corporal Law.
92.42% of the voting securities owned of record by IAA Trust Company.
Investment Advisory Agreement with IAA Trust Company.
19. Organized in Maryland as a mutual fund under the General Corporation Law.
11.78% of the voting securities owned of record by the IAA Trust Company.
Investment Advisory Agreement with IAA Trust Company.
20. Organized in Illinois as an agricultural cooperative. 40.2% of voting
securities owned by Illinois Agricultural Association.
21. Organized in Illinois as a business corporation. 50% of voting securities
owned by Prairie Farms Dairy, Inc.
22. Organized in Indiana as a business corporation. 100% of voting securities
owned by Prairie Farms Dairy, Inc.
23. Organized in Missouri as a business corporation. 100% of voting securities
owned by Prairie Farms Dairy, Inc.
24. Organized in Missouri as a business corporation. 100% of voting securities
owned by Prairie Farms Dairy, Inc.
25. Organized in Illinois as a business corporation. 100% of voting securities
owned by Prairie Farm Dairy, Inc.
26. Organized in Kansas as a business corporation. 50% of voting securities
owned by P.F.D. Supply Corporation.
27. Organized in Illinois as a business corporation. 100% of voting securities
owned by Prairie Farms Dairy, Inc.
28. Organized in Illinois as an agricultural cooperative. 44.4% of voting
securities owned by Illinois Agricultural Association.
29. Organized in Illinois as an agricultural cooperative. 40.4% of voting
securities owned by Illinois Agricultural Association.
30. Organized in Illinois as a business corporation. 100% of voting securities
owned by Interstate Producers Livestock Association.
31. Organized as a Federal Credit Union. No corporate control. Membership
control in Illinois Agricultural Association and certain affiliated
companies.
32. Organized in Illinois as an agricultural cooperative. 48.3% of voting
securities owned by Illinois Agricultural Association.
33. Organized in Delaware under the General Corporation Act. 23.3% of voting
securities owned by Illinois Agricultural Association.
34. Organized in Illinois as an agricultural cooperative. 99.7% of voting
securities owned by GROWMARK, Inc.
35. Organized in Delaware under the General Corporation Act. 95.2% of voting
securities owned by GROWMARK, Inc.
36. Organized in Iowa under the Business Corporation Act. 100% of voting
securities owned by GROWMARK, Inc.
37. Organized in Delaware under the General Corporation Act. 100% of voting
securities owned by GROWMARK, Inc.
38. Organized in Illinois as an agricultural cooperative. 47.44% of voting
securities owned by FS Farmco, Inc.
39. Organized in Delaware under the General Corporation Act. 100% of voting
securities owned by GROWMARK, Inc.
40. Organized in Ontario under the Business Corporations Act. 100% of voting
securities owned by GROWMARK, Inc.
39. Organized under the Illinois and Iowa Limited Liability Company Act. 90% of
voting securities owned by GROWMARK, Inc.
40. Organized under the Illinois and Iowa Limited Liability Company Act. 90% of
voting securities owned by GROWMARK, Inc.
41. Organized in Illinois under the Limited Liability Company Act. 50% of
voting securities owned by GROWMARK, Inc.
42. Organized in Illinois under the Limited Liability Company Act. 51% of
voting securities owned by GROWMARK, Inc.
43. Organized in Illinois under the Limited Liability Company Act. 60% of
voting securities owned by GROWMARK, Inc.
44. Organized in Delaware under the General Corporation Act. 50% of voting
securities owned by GROWMARK, Inc.
45. Organized in Delaware under the General Corporation Act. 50% of voting
securities owned by GROWMARK, Inc.
46. Organized in Illinois under the Limited Liability Company Act. 50% of
voting securities owned by GROWMARK, Inc.
47. Organized in Illinois under the Limited Liability Company Act. 50% of
voting securities owned by GROWMARK, Inc.
48. Organized in Illinois under the Limited Liability Company Act. 50% of
voting securities owned by GROWMARK, Inc.
49. Organized in Ontario under the Business Corporations Act. 100% of voting
securities owned by GROWMARK, Inc.
50. Organized in Ontario under the Business Corporations Act. 50% of voting
securities owned by 1105433 Ontario Inc.
- --------------------------------------------------------------------------------
*Organized in Illinois as a not-for-profit corporation. No voting securities. No
person controls it.
**GROWMARK, Inc. owns more than 25% of the outstanding voting securities in
approximately 70 of its Illinois and Iowa member companies.
Item 25. Indemnification.
----------------
See Item 1.14 to Form N-1R filed for the fiscal year ended
June 30, 1977, and incorporated herein by reference. The
Registrant also purchases Errors and Omissions insurance with
Directors and Officers liability coverage.
Item 26. Business and Other Connections of Investment Adviser.
-----------------------------------------------------
As of September 29, 1992, IAA Trust Company became the
Registrant's Investment Adviser. The Trust Company serves as
Investment Adviser to IAA Trust Growth Fund, Inc., IAA Trust
Asset Allocation Fund, Inc., IAA Trust Tax Exempt Bond Fund,
Inc., and IAA Trust Taxable Fixed Income Series Fund Inc. The
Trust Company also provides investment services to the Country
Companies Insurance Group and exercises fiduciary powers as
permitted by its charter and the State of Illinois.
Other substantial business, professional, vocational or
employment activities of each director and officer of the
Registrant's Investment Adviser during the past two fiscal
years are:
<TABLE>
<CAPTION>
Substantial Business Activities
Name and Position During Past Two Fiscal Years
----------------- ----------------------------
<S> <C>
Ronald R. Warfield, See information on "Directors and Officers of
Director and President the Funds" - Part B.
Rollie D. Moore, See information on "Directors and Officers of
Director and Vice President the Funds" - Part B.
Charles William Williams, Director: AgriVisor Services, Inc., Illinois
Director Agricultural Association, Illinois Agricultural
Holding Co., IAA Trust Company, CC Services, Inc.,
Country Medical Plans, Inc., Country Casualty Insurance
Company, Country Investors Life Assurance Company,
Country Life Insurance Company, Country Mutual
Insurance Company, Country Preferred Insurance
Company. Farmer.
</TABLE>
<PAGE> 60
<TABLE>
<CAPTION>
DAVID BRODIE GARDNER 12/8/97-PRESENT -- DIRECTOR OF:
Director
<S> <C>
CC Services, Inc., Country Casualty Insurance
Company, Country Investors Life Assurance Company,
Country Life Insurance Company, Country Medical
Plans, Inc., Country Mutual Insurance Company,
Country Preferred Insurance Company, Illinois
Agricultural Association, Illinois Agricultural
Holding Co.
12/17/97-PRESENT - DIRECTOR OF: Illinois Milk
Producers' Association
12/17/97-PRESENT - MEMBER OF BOARD STANDING
COMMITTEE FOR: IAA National Affairs & Marketing
1/1/98-PRESENT -- DIRECTOR OF: IAA Trust Company
1970-PRESENT -- SELF-EMPLOYED FARM OWNER-OPERATOR:
ROBERT LOWELL PHELPS
Director *2/97-PRESENT -- DIRECTOR OF: GROWMARK,
Inc.
*5/22/96-PRESENT - DIRECTOR OF:
Country Medical Plans, Inc.
2/21/96-PRESENT -- DIRECTOR OF:
IAA Trust Company
*1992-PRESENT -- DIRECTOR OF:
CC Services, Inc.
Country Casualty Insurance Company
Country Investors Life Assurance Company
Country Life Insurance Company
Country Mutual Insurance
Company Country Preferred Insurance Company
Illinois Agricultural Association
Illinois Agricultural Holding Co.
1982-PRESENT -- SELF-EMPLOYED OWNER-
OPERATOR PRODUCTION AGRICULTURE:
*1/17/96-12/97 -- DIRECTOR OF:
*12/92-12/94 -- DIRECTOR OF:
AgriVisor Services, Inc.
*12/18/96-12/97 -- MEMBER OF FINANCE COMMITTEE FOR:
CC Services, Inc.
</TABLE>
<PAGE> 61
<TABLE>
<CAPTION>
<S> <C>
*12/18/96-12/97 -- MEMBER OF INVESTMENT COMMITTEE
FOR:
Country Casualty Insurance Company
Country Investors Life Assurance Company
Country Life Insurance Company
Country Medical Plans, Inc.
Country Mutual Insurance Company
Country Preferred Insurance Company
*NOTE: The above listed companies are all affiliated
and reside at the following address:
1701 Towanda Avenue
Bloomington, IL 61701
RICHARD ALLAN BACHMAN
Director
1/1/98-PRESENT -- DIRECTOR OF: IAA Trust Company
5/22/96-PRESENT -- DIRECTOR OF:
Country Medical Plans, Inc.
1701 Towanda Avenue
Bloomington, IL 61701
12/95-PRESENT -- DIRECTOR OF:
CC Services, Inc.
Country Casualty Insurance Company
Country Investors Life Assurance Company
Country Life Insurance Company
Country Mutual Insurance Company
Country Preferred Insurance Company
Illinois Agricultural Association
Illinois Agricultural Holding Co.
ALL ADDRESSES: 1701 Towanda Avenue
Bloomington, IL 61701
1992-PRESENT -- EUREKA COMMUNITY HOSPITAL ADVISORY
COUNCIL
1975-PRESENT -- WOODFORD COUNTY FARM BUREAU BOARD
MEMBER
1969-PRESENT: Delivery Driver
Roanoke Milling Co.
Roanoke, IL 61561
1959-PRESENT -- SELF-EMPLOYED FARM OWNER-OPERATOR:
STANLEY RAY BLUNIER
Director
1/21/98-PRESENT -- DIRECTOR OF:
AgriVisor Services, Inc.
</TABLE>
<PAGE> 62
<TABLE>
<CAPTION>
<S> <C>
1/1/98-PRESENT -- DIRECTOR OF:
IAA Trust Company
5/22/96-PRESENT -- DIRECTOR OF:
Country Medical Plans, Inc.
1992-PRESENT -- DIRECTOR OF:
CC Services, Inc.
Country Casualty Insurance Company
Country Investors
Life Assurance Company
Country Life Insurance Company
Country Mutual Insurance Company
Country Preferred Insurance Company
Illinois Agricultural Association
Illinois Agricultural Holding Co.
ALL ADDRESSES: 1701 Towanda Avenue
Bloomington, IL 61701
1992-PRESENT -- DIRECTOR OF:
Illinois Corn Growers Association
2415 E. Washington St.
P.O. Box 1623
Bloomington, IL 61702-1623
1974-PRESENT -- SELF-EMPLOYED FARM OWNER-
OPERATOR:
DAVID ARTHUR DOWNS
Director
1/1/98-PRESENT -- DIRECTOR OF:
IAA Trust Company
12/96-PRESENT -- DIRECTOR OF:
CC Services, Inc.
Country Casualty Insurance Company
Country Investors Life Assurance Company
Country Life Insurance Company
Country Medical Plans, Inc.
Country Mutual Insurance Company
Country Preferred Insurance Company
Illinois Agricultural Association
Illinois Agricultural Holding Co.
1/98-PRESENT -- SELF-EMPLOYED FARM OWNER-
OPERATOR:
</TABLE>
<PAGE> 63
<TABLE>
<CAPTION>
<S> <C>
PAUL G. FIEDLER
Director
12/18/96-PRESENT -- DIRECTOR OF:
IAA Trust Company
1/22/97-PRESENT -- DIRECTOR OF:
2/88-12/15/93 -- DIRECTOR OF:
AgriVisor Services, Inc.
1701 Towanda Avenue
Bloomington, IL 61701
12/18/96-PRESENT -- MEMBER OF FINANCE COMMITTEE
FOR:
*5/22/96-PRESENT -- DIRECTOR & MEMBER OF AUDIT
COMMITTEE FOR:
Country Medical Plans, Inc.
*1987-PRESENT -- DIRECTOR OF:
CC Services, Inc.
Country Casualty Insurance Company
Country Investors Life Assurance Company
Country Life Insurance Company
Country Mutual Insurance Company
Country Preferred Insurance Company
Illinois Agricultural Association
Illinois Agricultural Holding Co.
*12/18/96-PRESENT -- MEMBER OF AUDIT & FINANCE
COMMITTEES FOR:
CC Services, Inc.
Country Casualty Insurance Company
Country Investors Life Assurance Company
Country Life Insurance Company
Country Mutual Insurance Company
Country Preferred Insurance Company
*12/18/96-PRESENT -- MEMBER OF INVESTMENT COMMITTEE
FOR:
Country Casualty Insurance Company
Country Investors Life Assurance Company
Country Life Insurance Company
Country Medical Plans, Inc.
Country Mutual Insurance Company
Country Preferred Insurance Company
*NOTE: The above listed companies are all
affiliated and reside at the following address:
1701 Towanda Avenue
Bloomington, IL 61701
12/18/96-PRESENT -- DIRECTOR OF:
Country Capital Management Company
</TABLE>
<PAGE> 64
<TABLE>
<CAPTION>
<S> <C>
1701 Towanda Avenue
Bloomington, IL 61701
9/59-PRESENT -- U.S. POSTAL SERVICE
1955-PRESENT -- SELF-EMPLOYED FARM OWNER-OPERATOR:
RALPH W. FREEBAIRN
Director
1/1/98-PRESENT -- DIRECTOR OF:
IAA Trust Company
5/22/96-PRESENT -- DIRECTOR OF:
Country Medical Plans, Inc.
12/94-PRESENT -- DIRECTOR OF:
CC Services, Inc.
Country Casualty Insurance Company
Country Investors Life Assurance Company
Country Life Insurance Company
Country Medical Plans, Inc.
Country Mutual Insurance Company
Country Preferred Insurance Company
Illinois Agricultural Association
Illinois Agricultural Holding Co.
ALL ADDRESSES: 1701 Towanda Avenue
Bloomington, IL 61701
1965-PRESENT -- SELF-EMPLOYED FARM OWNER-OPERATOR:
ANDREW LEO GOLEMAN
Director
1/1/98-PRESENT -- DIRECTOR OF:
IAA Trust Company
12/96-PRESENT -- DIRECTOR OF:
CC Services, Inc.
Country Casualty Insurance Company
Country Investors Life Assurance Company
Country Life Insurance Company
Country Medical Plans, Inc.
Country Mutual Insurance Company
Country Preferred Insurance Company
Illinois Agricultural Association
Illinois Agricultural Holding Co.
ALL ADDRESSES: 1701 Towanda Avenue
</TABLE>
<PAGE> 65
<TABLE>
<CAPTION>
<S> <C>
Bloomington, IL 61701
1989-PRESENT -- SELF-EMPLOYED FARM OWNER-
OPERATOR:
ROGER DALTON KIDDOO
Director 1/1/98-PRESENT -- DIRECTOR OF:
12/17/92-2/21/96 -- DIRECTOR OF:
IAA Trust Company
1/20/93-PRESENT - DIRECTOR OF:
IAA Communications Company
1992-PRESENT - DIRECTOR OF:
Illinois Agricultural Auditing Association
1990-PRESENT -- DIRECTOR OF:
CC Services, Inc.
Country Casualty Insurance Company
Country Investors Life Assurance Company
Country Life Insurance Company
Country Mutual Insurance Company
Country Preferred Insurance Company
Illinois Agricultural Association
Illinois Agricultural Holding Co.
NOTE: The above listed companies are
all affiliated and reside at the following
address:
1701 Towanda Avenue,
Bloomington, IL 61701
1986-PRESENT - DIRECTOR OF: Joy State Bank,
Joy, IL 61260
1984-PRESENT - DIRECTOR Mercer County
Farm Bureau Aledo, IL 61231
1956-PRESENT - SELF-EMPLOYED FARM OWNER-
OPERATOR:
GLENN R. MEYER
Director
1/1/98-PRESENT -- DIRECTOR OF:
IAA Trust Company
5/22/96-PRESENT -- DIRECTOR OF:
Country Medical Plans, Inc.
</TABLE>
<PAGE> 66
<TABLE>
<S> <C>
1992-PRESENT -- DIRECTOR OF:
CC Services, Inc.
Country Casualty Insurance Company
Country Investors Life Assurance Company
Country Life Insurance Company
Country Mutual Insurance Company
Country Preferred Insurance Company
Illinois Agricultural Association
Illinois Agricultural Holding Co.
ALL ADDRESSES: 1701 Towanda Avenue
Bloomington, IL 61701
1954-PRESENT -- SELF-EMPLOYED FARM OWNER-
OPERATOR:
JAMES PAUL SCHILLINGER
Director
1/1/98-PRESENT -- DIRECTOR OF:
IAA Trust Company
5/22/96-PRESENT -- DIRECTOR OF:
Country Medical Plans, Inc.
1991-PRESENT -- DIRECTOR OF:
CC Services, Inc.
Country Casualty Insurance Company
Country Investors Life Assurance Company
Country Life Insurance Company
Country Mutual Insurance Company
Country Preferred Insurance Company
Illinois Agricultural Association
Illinois Agricultural Holding Co.
ALL ADDRESSES: 1701 Towanda Avenue
Bloomington, Illinois 61701
1965-PRESENT - SELF-EMPLOYED FARM OWNER-
OPERATOR:
WENDELL L. SHAUMAN
Director
1/1/98-PRESENT -- DIRECTOR OF:
IAA Trust Company
5/22/96-PRESENT -- DIRECTOR OF:
Country Medical Plans, Inc.
1992-PRESENT -- DIRECTOR OF:
</TABLE>
<PAGE> 67
<TABLE>
<S> <C>
CC Services, Inc.
Country Casualty Insurance Company
Country Investors Life Assurance Company
Country Life Insurance Company
Country Mutual Insurance Company
Country Preferred Insurance Company
Illinois Agricultural Association
Illinois Agricultural Holding Co.
ALL ADDRESSES: 1701 Towanda Avenue
Bloomington, IL 61701
1975-PRESENT -- SELF-EMPLOYED FARM OWNER-OPERATOR:
PAUL EDWARD SHUMAN
Director
1/1/98-PRESENT -- DIRECTOR OF:
IAA Trust Company
5/22/96-PRESENT -- DIRECTOR OF:
Country Medical Plans, Inc.
12/95- PRESENT -- DIRECTOR OF:
CC Services, Inc.
Country Casualty Insurance Company
Country Investors Life Assurance Company
Country Life Insurance Company
Country Mutual Insurance Company
Country Preferred Insurance Company
Illinois Agricultural Association
Illinois Agricultural Holding Co.
ALL ADDRESSES: 1701 Towanda Avenue
Bloomington, IL 61701
1960-PRESENT -- SELF-EMPLOYED FARM OWNER-
OPERATOR:
RANDALL LEE SIMS
DIRECTOR DIRECTOR SINCE
AgriVisor Services, Inc. 12/15/93
CC Services, Inc. 12/15/93
Country Casualty Insurance Company 12/15/93
Country Investors Life Assurance Company 12/15/93
Country Life Insurance Company 12/15/93
</TABLE>
<PAGE> 68
<TABLE>
<S> <C>
Country Medical Plans, Inc. 5/22/96
Country Mutual Insurance Company 12/15/93
Country Preferred Insurance Company 12/15/93
Illinois Agricultural Association 12/1/93
Illinois Agricultural Holding Co. 12/15/93
NOTE: The above listed companies are all
affiliated and reside at the following
address: 1701 Towanda Avenue, Bloomington,
IL 61701
1/1/98-PRESENT -- DIRECTOR OF:
IAA Trust Company
1994-PRESENT - PRESIDENT OF:
Sims Enterprises, Inc.
RR 3, Box 93
Liberty, IL 62347
1969-1994 -- SELF-EMPLOYER FARMER - PARTNER
IN SIMS FARMS AT:
Trustee Sunset Home - Resigned 12/93
Trustee Burton Township, Adams County, IL
DONALD EDWIN STEPHEN
Director
1/1/98-PRESENT -- DIRECTOR OF:
IAA Trust Company
5/22/96-PRESENT -- DIRECTOR OF:
Country Medical Plans, Inc.
1/24/95-PRESENT -- DIRECTOR OF:
IAA Communications Company
1981-PRESENT -- DIRECTOR OF:
CC Services, Inc.
Country Casualty Insurance Company
Country Investors Life Assurance Company
Country Life Insurance Company
Country Mutual Insurance Company
Country Preferred Insurance Company
Illinois Agricultural Association
Illinois Agricultural Holding Co.
ALL ADDRESSES: 1701 Towanda Avenue
Bloomington, IL 61701
</TABLE>
<PAGE> 69
<TABLE>
<S> <C>
1971-PRESENT -- SELF-EMPLOYED FARM OWNER-
OPERATOR: 3733 East Snake Trail Road
Martinsville, IL, 62442
2/24/95-1/17/96 -- DIRECTOR OF:
12/18/91-12/15/93 -- DIRECTOR OF:
AgriVisor Services, Inc.
ROBERT EARL THURSTON
Director
1/1/98-PRESENT -- DIRECTOR OF:
IAA Trust Company
5/22/96-PRESENT -- DIRECTOR OF:
Country Medical Plans, Inc.
1992-PRESENT -- DIRECTOR OF:
CC Services, Inc.
Country Casualty Insurance Company
Country Investors Life Assurance Company
Country Life Insurance Company
Country Mutual Insurance Company
Country Preferred Insurance Company
Illinois Agricultural Association
Illinois Agricultural Holding Co.
ALL ADDRESSES: 1701 Towanda Avenue
Bloomington, IL 61701
1970-PRESENT -- SELF-EMPLOYED FARM
OWNER-OPERATOR:
KENNETH GORDON MCMILLAN
Director and Secretary AUGUST 1, 1994-PRESENT -- ASSISTANT TO
THE PRESIDENT AND EXECUTIVE DIRECTOR OF
INFORMATION:Illinois Agricultural
Association
AUGUST 1, 1994-PRESENT -- SECRETARY OF:
CC Services, Inc.
Country Casualty Insurance Company
Country Investors Life Assurance Company
Country Life Insurance Company
Country Mutual Insurance Company
Country Preferred Insurance Company
Illinois Agricultural Association
Illinois Agricultural Holding Co.
AUGUST 5, 1994-PRESENT -- SECRETARY AND
DIRECTOR OF:
</TABLE>
<PAGE> 70
Illinois Agricultural Service Company
AUGUST 17, 1994-PRESENT -- SECRETARY OF:
AgriVisor Services, Inc.
IAA Communications Company (Merged into
Illinois Agricultural Service Company
4/1/96)
ALL ADDRESSES: 1701 Towanda Avenue
Bloomington, IL
JANUARY 1, 1998-PRESENT -- SECRETARY OF:
IAA Trust Company
Bruce D. Finks, See information on "Directors and Officers
Vice President the Funds" - Part B.
Investments
Richard M. Miller, See information on "Directors and Officers
Senior Vice President--Trusts of the Funds" - Part B.
and Senior Trust Officer
Richard F. Day, See information on "Directors and Officers
Vice President and Controller of the Funds" - Part B.
David Tipsword, Vice President--Pension Trusts, Trust
Vice President--Pension Officer: IAA Trust Company.
Trusts and Trust Officer
Connie Denison Vice President--Management Information
Vice President--Management Systems and Assistant Trust Officer: IAA
Information Systems and Trust Company.
Assistant Trust Officer
Bernard Dornedon Vice President--Equity Investments: IAA
Vice President-- Trust Company.
Equity Investments
Paul M. Harmon, See information on "Directors and Officers
General Counsel of the Funds" - Part B.
Robert W. Weldon, See information on "Directors and Officers
Treasurer of the Funds" - Part B.
Item 27. Principal Underwriters
----------------------
(a) As of August 1, 1998, in addition to acting as the
Registrant's distributor, FPS Broker Services, Inc. also
served as distributor of the shares of IAA Trust Tax Exempt
Bond Fund, Inc., IAA Trust Asset Allocation Fund, Inc., and
IAA Trust Taxable Fixed Income Series Fund, Inc. FPS Broker
Services, Inc., the principal underwriter for the Registrant's
securities, currently acts as principal underwriter for the
following entities:
<PAGE> 71
The Bjurman Funds
Focus Trust, Inc.
The Govett Funds, Inc.
Matthews International Funds
McM Funds
Metropolitan West Funds
Polynous Trust
Smith Breeden Series Fund
Smith Breeden Short Duration U.S. Government Fund
Smith Breeden Trust
The Stratton Funds, Inc.
Stratton Growth Fund, Inc.
Stratton Monthly Dividend Shares, Inc.
Trainer, Wortham First Mutual Funds
(b) The table below sets forth certain information as to the
Underwriter's Directors, Officers and Control Persons:
<TABLE>
<CAPTION>
Name and Principal Position and Offices Position and Offices
Business Address with Underwriter with Registrant
---------------- ---------------- ---------------
<S> <C> <C>
Kenneth J. Kempf Director, and None
3200 Horizon Drive President
King of Prussia, PA 19406-0903
Lynne M. Cannon Vice President and None
3200 Horizon Drive Principal
King of Prussia, PA 19406-0903
Rocco J. Cavalieri Director and None
3200 Horizon Drive Vice President
King of Prussia, PA 19406-0903
Gerald J. Holland Director, None
3200 Horizon Drive Senior Vice President and
King of Prussia, PA 19406-0903 Principal
Sandra L. Adams Assistant Vice None
3200 Horizon Drive President and
King of Prussia, PA 19406-0903 Principal
Carolyn F. Meade, Esq. Secretary None
3200 Horizon Drive
King of Prussia, PA 19406-0903
John H. Leven Treasurer None
3200 Horizon Drive
King of Prussia, PA 19406-0903
</TABLE>
<PAGE> 72
James W. Stratton may be considered a control person of the Underwriter due to
his direct or indirect ownership of FinDaSub, Inc., the parent of the
Underwriter.
(c) Not Applicable.
Item 28. Location of Accounts and Records.
---------------------------------
The following accounts, books and other documents of
Registrant required to be maintained by Section 31(a) of the
1940 Act and the Rule (17 CFR 270.31a-1 to 31a-3) promulgated
thereunder are maintained by Barbara H. Tolle, Senior Vice
President, Accounting Services, 3200 Horizon Drive, P.O. Box
61503, King of Prussia, PA 19406-0903.
1. Journals, general ledger and supporting ledger.
2. Record of the proof of money balance in all ledger accounts
in form of trial balances.
3. Separate ledger accounts showing each shareholder of record
and the number of shares of capital stock held.
IAA Trust Company maintains record of all portfolio purchases
and sales with supporting authorization and records at 808 IAA
Drive, Bloomington, Illinois 61702.
The Certificate of Incorporation of Registrant is maintained
in safekeeping by Robert W. Weldon, Treasurer, 1701 Towanda
Avenue, Bloomington, Illinois 61702.
The Bylaws of Registrant and minute books of stockholders,
directors and directors' committee meetings are maintained by
Paul M. Harmon, Secretary, 1701 Towanda Avenue, Bloomington,
Illinois 61702.
Item 29. Management Services. Not Applicable.
--------------------
Item 30. Undertakings.
-------------
(a) If the information called for by Item 5A of Form N-1A
is contained in the latest annual report to shareholders,
the Registrant shall furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual
report to shareholders upon request and without charge.
(b) The Registrant undertakes to comply with Section 16(c) of
the 1940 Act as though such provisions of the 1940 Act were
applicable to the Registrant, except that the request
referred to in the third full paragraph thereof may only be
made by shareholders who hold in the aggregate at least 10%
of the outstanding shares of the Registrant, regardless of
the net asset value of shares held by such requesting
shareholders.
<PAGE> 73
IAA TRUST GROWTH FUND, INC.
EXHIBIT INDEX TO PART "C"
OF
POST-EFFECTIVE AMENDMENT
Item No. Description
-------- -----------
99(j) Consent of Independent Accountants
99(n) Financial Data Schedules
<PAGE> 74
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment No. 56 to its Registration Statement under the Securities Act of 1933
and Amendment No. 25 to its Registration Statement under the Investment Company
Act of 1940 to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Bloomington and the State of Illinois on this 27th day
of July, 1998.
IAA TRUST GROWTH FUND, INC.
(Registrant)
By: /s/ Ronald R. Warfield
----------------------------------
Ronald R. Warfield, President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 56 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Ronald R. Warfield President and Director July 27, 1998
- ----------------------------------- (Principal Executive Officer)
Ronald R. Warfield
/s/ Robert W. Weldon Treasurer July 27, 1998
- ----------------------------------- (Principal Financial and
Robert W. Weldon Accounting Officer)
/s/ Herbert G. Allen Director July 27, 1998
- -----------------------------------
Herbert G. Allen
/s/ Charlot R. Cole Director July 27, 1998
- -----------------------------------
Charlot R. Cole
Director July 27, 1998
- -----------------------------------
Nancy J. Erickson
/s/ William E. Klein. Sr. Director July 27, 1998
- --------------------------------
William E. Klein, Sr.
/s/ Ailene Miller Director July 27, 1998
- -----------------------------------
Ailene Miller
/s/ Rollie D. Moore Director July 27, 1998
- -----------------------------------
Rollie D. Moore
</TABLE>
<PAGE> 1
PART C -- EXHIBIT ITEM 99(j)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 56 to the Registration Statement under the Securities Act of 1933 and
Amendment No. 25 to the Registration Statement under the Investment Company Act
of 1940 on Form N-1A (File Nos. 2-24221 and 811-1338, respectively) of our
report dated July 31, 1998 on our audit of the financial statements and
financial highlights of IAA Trust Growth Fund, Inc., which report is included in
the Annual Report to Shareholders for the year ended June 30, 1998. We also
consent to the reference to our Firm under the heading "Financial Highlights"
in the Prospectus and under the headings "Independent Accountants" and
"Financial Statements" in the Statement of Additional Information.
PricewaterhouseCoopers LLP
2400 Eleven Penn Center
Philadelphia, Pennsylvania
August 28, 1998
<PAGE> 1
[ARTICLE] 6
[CIK] 0000025175
[NAME] IAA TRUST GROWTH FUND
[MULTIPLIER] 1
<TABLE>
<S> <C>
[PERIOD-TYPE] 6-MOS
[FISCAL-YEAR-END] JUN-30-1998
[PERIOD-START] JUL-01-1997
[PERIOD-END] JUN-30-1998
[INVESTMENTS-AT-COST] 112829449
[INVESTMENTS-AT-VALUE] 159618702
[RECEIVABLES] 3258695
[ASSETS-OTHER] 69575
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 162946972
[PAYABLE-FOR-SECURITIES] 2361534
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 270890
[TOTAL-LIABILITIES] 2632424
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 106666986
[SHARES-COMMON-STOCK] 6959280
[SHARES-COMMON-PRIOR] 6254801
[ACCUMULATED-NII-CURRENT] 559705
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 6298604
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 46789253
[NET-ASSETS] 160314548
[DIVIDEND-INCOME] 1792319
[INTEREST-INCOME] 906436
[OTHER-INCOME] 0
[EXPENSES-NET] 1543139
[NET-INVESTMENT-INCOME] 1155616
[REALIZED-GAINS-CURRENT] 8691628
[APPREC-INCREASE-CURRENT] 6151197
[NET-CHANGE-FROM-OPS] 14842825
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 945434
[DISTRIBUTIONS-OF-GAINS] 10778777
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 935194
[NUMBER-OF-SHARES-REDEEMED] 740214
[SHARES-REINVESTED] 509499
[NET-CHANGE-IN-ASSETS] 19528198
[ACCUMULATED-NII-PRIOR] 349523
[ACCUMULATED-GAINS-PRIOR] 8385753
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 1154966
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1578047
[AVERAGE-NET-ASSETS] 153988166
[PER-SHARE-NAV-BEGIN] 22.51
[PER-SHARE-NII] .17
[PER-SHARE-GAIN-APPREC] 2.19
[PER-SHARE-DIVIDEND] .15
[PER-SHARE-DISTRIBUTIONS] 1.68
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 23.04
[EXPENSE-RATIO] 1.00
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
