<PAGE> 1
1933 Act Registration No. 2-55297
1940 Act File No. 811-2618
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 40 [X]
and/or
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 23 [X]
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G R A D I S O N - M c D O N A L D C A S H R E S E R V E S T R U S T
(Exact Name of Registrant as Specified in Declaration of Trust)
580 Walnut Street, Cincinnati, Ohio 45202
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (513) 579-5700
Copy to:
BRADLEY E. TURNER ROBERT J. ZUTZ
Gradison-McDonald Cash Reserves Trust Kirkpatrick & Lockhart
580 Walnut Street 1800 M St., N.W.
Cincinnati, Ohio 45202 Washington, D.C. 20036
(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)
---
X on February 1, 1998 pursuant to paragraph (b)
---
60 days after filing pursuant to paragraph (a)
---
on ______________ pursuant to paragraph (a) of
--- Rule 485
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<PAGE> 2
GRADISON-McDONALD CASH RESERVES TRUST Cross-Reference Sheet
Pursuant to Item 501(b) of Regulation S-K
Under the Securities Act of 1933
Form N-1A
Item Number Location in Prospectus
- ----------- ----------------------
1. Cover Page . . . . . . . . . . . . . . . Cover Page
2. Synopsis . . . . . . . . . . . . . . . . Expense Summary
3. Condensed Financial Information . . . Financial History Summary
Yield and Effective Yield
Calculations
4. General Description of Registrant . . . How the Fund Invests; General
Information; Further
Information About How the
Fund Invests
5. Management of Fund . . . . . . . . . . . .Management of the Fund, Cover
6. Capital Stock and Other Securities . . . .Dividends and Taxes
7. Purchase of Securities Being Offered . . .Purchases and Redemptions
8. Redemption or Repurchase . . . . . . . .Purchases and Redemptions
9. Pending Legal Proceedings . . . . . . . Not Applicable
Location in Statement
of Additional information
-------------------------
10. Cover Page . . . . . . . . . . . . . . Cover Page
11. Table of Contents . . . . . . . . .. . . Contents
12. General Information and History . . . . Description of the Trust
13. Investment Objectives and Policies . . . Investment Restrictions;
Portfolio Transactions
14. Management of the Fund . . . . . . . . . Trustees and Officers of
the Trust
15. Control Persons and Principal
Holders of Securities . . . . . .. . . Trustees and Officers of
the Trust
16. Investment Advisory and Other Services . Investment Adviser
17. Brokerage Allocation and Other Practices Portfolio Transactions
18. Capital Stock and Other Securities . . . Description of the Trust
19. Purchase, Redemption and Pricing of
Securities Being Offered . . . . . . . Purchase of shares
Redemption of Shares;
Exchange Privilege;
Signature Guarantees;
Net Asset Value
20. Tax Status . . . . . . . . . . . .. . . . Taxes
21. Underwriters . . . . . . . . . . . . . . Investment Adviser
22. Calculation of Yield Quotations of Money
Market Funds . . . . . . . . . . . . . Yield Information
23. Financial Statements . . . . . .. . . . . Financial Statements and
Accountants
<PAGE> 3
GRADISON U.S. GOVERNMENT RESERVES
Prospectus dated February 1, 1998
Gradison U.S. Government Reserves (the "Fund") is a diversified series of the
Gradison-McDonald Cash Reserves Trust, an open-end management investment
company. The Gradison Division of McDonald & Company Securities, Inc.
("Gradison"), is the investment adviser for the Fund (the "Adviser") and the
Fund's distributor (the "Distributor"). The Fund is a money market fund
investing in U.S. government securities.
This Prospectus is designed to provide you with information that you should know
before investing and should be retained for future reference. A Statement of
Additional Information for the Fund, dated February 1, 1998, has been filed with
the Securities and Exchange Commission and is incorporated herein by reference.
This Statement is available upon request without charge from the Fund at 580
Walnut Street, Cincinnati, Ohio 45202 or by calling the phone numbers provided
below.
For information and transactions (including purchases, redemptions, and most
recent yield), call 579-5700 from Cincinnati, Ohio or 1-800-869-5999 toll free.
LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
An investment in the Fund is neither insured nor guaranteed by the U.S.
Government. There can be no assurance that the Fund will be able to maintain a
stable net asset value of $1.00 per share.
EXPENSE SUMMARY
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
<TABLE>
<CAPTION>
<S> <C>
Management Fees .44%
12b-1 Fees .10%
Other Expenses .19%
------
TOTAL FUND OPERATING EXPENSES .73%
======
</TABLE>
Example: You would pay the following expenses on a $1,000 investment assuming a
5% annual return* and redemption at the end of each period:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$7 $23 $41 $91
- --------------------------------------------------------------------------------
</TABLE>
*The 5% annual return is a standardized rate prescribed for use by all mutual
funds for the purpose of this example and does not represent the past or future
return of the Fund.
<PAGE> 4
The purpose of the preceding table is to assist investors in understanding the
various costs and expenses that an investor in the Fund will bear directly and
indirectly. (For more information about Fund expenses, see "Purchases and
Redemptions" and "Management of the Fund.")
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
FINANCIAL HIGHLIGHTS
The table below presents the financial highlights of the most recent ten years
of the Fund's operations. (Prior to September 27, 1993, the financial results
are the results of Gradison Cash Reserves, the assets and liabilities of which
were acquired by the Fund effective September 27, 1993.) The information is
expressed in terms of a single share outstanding throughout each year. The
financial highlights for the years ended on September 30, 1993 and thereafter
have been audited by Arthur Andersen LLP, independent public accountants, whose
unqualified report appears in the Statement of Additional Information. The
financial highlights for periods ended prior to September 30, 1993 were audited
by other accountants. Further information about the Fund's performance is
contained in the Fund's annual report to shareholders, which may be obtained
without charge.
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
----------------------------------------------------------------------
1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year $1.000 $1.000 $1.000 $1.000 $1.000
-------- ------- ------- ------ -------
Net investment income .047 .047 .050 .029 .025
Dividends from net investment income (.047) (.047) (.050) (.029) (.025)
-------- ------- ------- ------ -------
Net asset value at end of year $1.000 $1.000 $1.000 $1.000 $1.000
======== ======= ======= ====== =======
Total return 4.85% 4.86% 5.10% 2.97% 2.55%
======== ======= ======= ====== =======
RATIOS/SUPPLEMENTAL DATA:
Net assets at end of year (in millions) $1,610.1 $1,333.1 $1,224.1 $1,001.2 $979.8
Ratio of gross expenses to average net assets(1) .73% .76% .80% -- --
Ratio of net expenses to average net assets(2) .72% .75% .78% .80% .81%
Ratio of net investment income to
average net assets(2) 4.75% 4.72% 5.00% 2.90% 2.53%
- ---------------------------------------------------------------------------------------------------------------------------
<CAPTION>
----------------------------------------------------------------------
1992 1991 1990 1989 1988
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year $1.000 $1.000 $1.000 $1.000 $1.000
-------- ------- ------- ------ -------
Net investment income .037 .059 .076 .084 .066
Dividends from net investment income (.037) (.059) (.076) (.084) (.066)
-------- ------- ------- ------ -------
Net asset value at end of year $1.000 $1.000 $1.000 $1.000 $1.000
======== ======= ======= ====== =======
Total return 3.83% 6.12% 7.87% 8.74% 6.77%
======== ======= ======= ====== =======
RATIOS/SUPPLEMENTAL DATA:
Net assets at end of year (in millions) $ 575.9 $ 638.7 $659.8 $613.4 $435.2
Ratio of gross expenses to average net assets(1) -- -- -- -- --
Ratio of net expenses to average net assets(2) .75% .75% .76% .79% .86%
Ratio of net investment income to
average net assets(2) 3.77% 5.96% 7.57% 8.41% 6.56%
<FN>
On October 4, 1991, Gradison became investment adviser of the Fund as a result
of a merger with Gradison & Company Incorporated.
(1) Effective for the fiscal year ended September 30, 1995, this ratio reflects
gross expenses before reduction for earnings credits on cash balances; such
reductions are included in the ratio of net expenses.
(2) During the year ended September 30, 1994, the Adviser absorbed expenses of
the Fund through waiver of a portion of the investment advisory fee.
Assuming no waiver of expenses, the ratio of expenses to average net assets
was .81% and the ratio of net investment income to average net assets was
2.89%.
</TABLE>
HOW THE FUND INVESTS
The Fund's investment objective is to maximize current income to the extent
consistent with the preservation of capital and the maintenance of liquidity.
The Fund's investment objective cannot be changed without approval by the
holders of a majority of the Fund's outstanding voting shares (as defined in the
Investment Company Act of 1940 (the "Act")). All other policies set forth in
this Prospectus, unless otherwise noted, are subject to change without
shareholder approval. There can be no assurance that the Fund's investment
objective will be achieved. To achieve
2
<PAGE> 5
its investment objective, the Fund invests in securities issued or guaranteed as
to principal and interest by the U.S. Government or its agencies or
instrumentalities, and repurchase agreements in respect of these securities.
Securities in which the Fund invests may not earn as high a level of current
income as long-term or lower quality securities which generally have less
liquidity, greater market risk and more fluctuation in market value. THE FUND
INTENDS TO MAXIMIZE, TO THE EXTENT POSSIBLE, THE PORTION OF ITS DIVIDENDS THAT
ARE NOT SUBJECT TO STATE AND LOCAL TAXATION.
The Fund seeks to maintain a net asset value of $1.00 per share for purchases
and redemptions. To do so, the Fund uses the amortized cost method of valuing
its securities pursuant to Rule 2a-7 under the Act, certain requirements of
which are summarized as follows. In accordance with Rule 2a-7, the Fund will
maintain a dollar-weighted average portfolio maturity of 90 days or less and
purchase only U.S. dollar denominated instruments having remaining maturities of
13 months or less as defined in that Rule. There can be no assurance that the
Fund will be able to maintain a stable net asset value of $1.00 per share.
Securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities include U.S. Treasury securities, which differ only in their
interest rates, maturities and times of issuance. Treasury bills have initial
maturities of one year or less; Treasury notes have initial maturities of one to
ten years; and Treasury Bonds generally have initial maturities of greater than
ten years. Some obligations issued or guaranteed by U.S. Government agencies and
instrumentalities in which the Fund may invest, for example, Government National
Mortgage Association pass-through certificates, are supported by the full faith
and credit of the U.S. Treasury; others, such as those of the Federal Home Loan
Banks, by the right of the issuer to borrow from the Treasury; others, such as
those issued by the Federal National Mortgage Association, by discretionary
authority of the U.S. Government to purchase certain obligations of the agency
or instrumentality; and others, such as those issued by the Federal Farm Credit
Bank System, only by the credit of the agency or instrumentality. While the U.S.
Government may provide financial support to such U.S. Government-sponsored
agencies or instrumentalities, no assurance can be given that it will always do
so, since it is not so obligated 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.
The Fund invests in securities which bear fixed, floating or variable rates of
interest. Interest derived from floating rate or variable rate securities may
fluctuate based on generally recognized reference rates or the relationship of
rates. The Fund may purchase floating and variable rate securities, including
securities the maturity of which exceeds one year if, under conditions that can
reasonably be foreseen, the Adviser believes that interest rate adjustments will
result in the market value of such securities returning to at least
approximately par. However, there can be no assurance that the market value of
such securities will always be at least approximately par.
The Fund also may invest in repurchase agreements secured by government
securities. For additional information about repurchase agreements and the
Fund's investment policies and restrictions, see "Further Information About How
the Fund Invests."
PURCHASES AND REDEMPTIONS
HOW TO PURCHASE SHARES
You may purchase shares of the Fund, without sales charge, by personally
delivering, mailing, or wiring funds to Gradison or McDonald. A completed
Account Information Form must accompany or precede the initial purchase. The
minimum investment required to open an account is $1,000 and additional
investments must be at least $50. These minimums may, however, be waived for
certain group purchases. The minimum investment required to open an Education
IRA is $500.
3
<PAGE> 6
Purchases by check will be credited to your account (and begin earning
dividends) when the Fund receives Federal funds for your check which normally
will be on the next business day after receipt of the check. Purchase checks
should be made payable (or properly endorsed) to the order of "Gradison U.S.
Government Reserves" and should be accompanied by your account name and account
number (if the number has been assigned).
Purchases by bank wire will be credited to your account (and begin earning
dividends) on the same business day that the wire is received by the Fund's
custodian bank or Gradison. However, Gradison must be advised by you of the
exact amount of your wire prior to 12:00 noon, Eastern time.
HOW TO REDEEM SHARES
You may redeem shares of the Fund without charge or penalty on any day that the
Fund is open for business. A redemption request (identifying the account name,
account number and the amount of your redemption) may be made in writing or by
telephone call to the Fund. If your request is received by the Fund by 12:00
noon, Eastern time, a check for the amount of your redemption will normally be
mailed the same business day, or if you prefer, you may arrange to pick up your
redemption check at the Fund's offices after 3:00 p.m. the same business day.
The checkwriting feature permits you to write your own redemption checks in
amounts of $100 or more without any fees. Checks also may be written in amounts
of less than $100, in which case you will be charged a fee of $.30 per check,
which reimburses the Fund for expenses associated with clearing such checks.
Shares continue to earn daily dividends until these checks are presented for
payment. Shareholders choosing the checkwriting feature must return a signature
card to the Fund signed by all owners of the account. The names of payees of
checks and the date checks are cashed appear on monthly transaction statements.
The checkwriting feature should not be used to effect a complete redemption of
an account. Shareholders who desire a complete redemption should contact the
Fund.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Purchase and redemption information and authorizations should be mailed or
delivered to Gradison or to Gradison Mutual Funds, 580 Walnut Street,
Cincinnati, Ohio 45202.
Purchases and redemptions are made at the next net asset value per share
calculated after receipt of Federal funds or a valid redemption request. The
Fund may, upon 30 days' written notice, impose reasonable service charges for
what it deems to be excessive use of the checkwriting feature. Share
certificates are not issued. Account transactions are reported on periodic
statements. There is a $10 fee per wire redemption of less than $50,000.
In the case of shares purchased through McDonald and Gradison brokerage
accounts, credit balances arising on the settlement date of a securities sale
will generally be transferred to the Fund by McDonald in the form of Federal
funds on the day after settlement.
Normally, the Fund makes payment for redeemed shares within one business day
(but in no event more than seven days) after receipt of a properly executed
redemption request. However, the Fund may delay payment for the redemption of
shares in those cases where the shares were purchased by check (or any method of
payment subject to collection) until the purchase payment has cleared, currently
considered to be no more than 15 days from the date of receipt by the Fund. If
you need more immediate access to your investment, you should consider
purchasing shares by wire or with other immediately available funds. The Fund
may, at its discretion, redeem all shares in any account if the value of that
account falls below $500. However, shareholders will be given notice and 60 days
to increase the value of the account to the required $500. The Fund reserves the
right to limit or reject any purchase order and to close any account deemed, in
its discretion, to be detrimental to the Fund. The Fund may modify these and
other
4
<PAGE> 7
purchase or redemption procedures to facilitate purchase and redemption of
shares through Gradison and McDonald brokerage accounts.
Under extraordinary circumstances, such as periods of drastic economic or market
changes, it is possible that you might not be able to reach the Fund by
telephone to effect a redemption. If such an occasion were ever to occur, you
can redeem your shares by using the checkwriting feature or you can make a
redemption request in writing (by mail or personally delivered) to the Fund's
offices. Shareholders who have brokerage accounts with Gradison or McDonald can
request that their Investment Consultants arrange the redemption. The telephone
redemption feature may be terminated or modified upon 30 days' notice to
shareholders.
The Fund, its Adviser, Distributor, and their officers and employees will not be
liable for following instructions communicated by telephone that are reasonably
believed to be genuine. The Fund will employ reasonable procedures to confirm
that instructions communicated by telephone are genuine, and if it does not, it
may be liable for any losses resulting from unauthorized instructions. Telephone
transactions are available to all shareholders as a standard service. Redemption
checks which are uncashed for any reason, including non-receipt, will not earn
interest.
Certain optional services are available to shareholders. See "Optional
Shareholder Services" in the Statement of Additional Information.
EXCHANGES
Shares may be exchanged, without administrative fees, for shares of any Gradison
mutual fund and for shares of certain other Federal and Federal/Ohio tax-free or
municipal income money market funds.
You may request exchanges of your shares by telephoning or writing the Fund.
Before making an exchange, you should read the prospectus of the fund in which
you desire to invest, each of which is available upon request. The terms of the
exchange feature are subject to change and the exchange feature is subject to
termination, both upon 60 days' notice.
DIVIDENDS AND TAXES
The Fund's net income is accrued daily as dividends and distributed monthly.
Share purchases effective before 12:00 noon, Eastern time, earn the dividend
that day. Redemption requests received before 12:00 noon will not receive that
day's dividend. (See "Purchases and Redemptions.") Dividends may be received in
cash or reinvested in additional shares of the Fund. Dividend checks which are
uncashed for any reason, including non-receipt, will not earn interest.
If your account is not a tax-deferred retirement account or exempt from
taxation, the dividends you receive will be subject to Federal taxation as
ordinary income. The Fund's dividends will not qualify for the dividends
received deduction for corporations. Each shareholder will receive, on an annual
basis, a statement of the Federal income tax consequences of all distributions.
The Fund distributes substantially all of its net investment income and capital
gains, if any, to shareholders each year.
The Fund is required to withhold 31% of all dividends payable to any individual
and certain other noncorporate shareholders who do not provide the Fund with a
correct taxpayer identification number or certification that they are not
subject to backup withholding and that they have provided the Fund with a
correct taxpayer identification number.
5
<PAGE> 8
Under the laws of most state and local jurisdictions, the portion of the Fund's
dividends derived from direct investments in certain U.S. government securities
will not be subject to state or local income taxation. Each year, shareholders
will be provided with information as to the percentage of income dividends
derived from U.S. government securities which is generally not taxable by state
and local jurisdictions. For the fiscal year ending September 30, 1997, 100% of
the Fund's dividends were derived from qualifying federal obligations and,
therefore, were not taxable by state and local jurisdictions.
NET ASSET VALUE
The net asset value of the Fund's shares is generally calculated as of 12:00
noon and 4:00 p.m. Eastern time on each day when the New York Stock Exchange is
open for business. The net asset value per share, which is the price at which
shares are purchased and redeemed, is computed by dividing the value of the
Fund's net assets (assets minus liabilities) by the number of shares
outstanding. The Fund intends to maintain a constant net asset value of $1.00
per share, although there is no assurance that it will be able to do so.
GENERAL INFORMATION
The Fund is a series of the Gradison-McDonald Cash Reserves Trust (the "Trust"),
which is a business trust organized under the laws of the State of Massachusetts
by a Declaration of Trust dated October 20, 1981. The Trust succeeded to the
business of Gradison Cash Reserves, Inc. which began its operations on April 26,
1976. Each share of the Fund has one vote and represents an equal pro rata
interest in the Fund. Shareholder inquiries should be directed to the phone
number or address of the Fund listed on the first page of this Prospectus.
MANAGEMENT OF THE FUND
The Trust's Board of Trustees is responsible for the direction and supervision
of the Fund's operations. Subject to the authority of the Board of Trustees,
Gradison manages the investment and reinvestment of the assets of the Fund, and
provides its employees to act as the officers of the Fund who are responsible
for the overall management of the Fund. McDonald, a wholly owned subsidiary of
McDonald & Company Investments, Inc., McDonald Investment Center, 800 Superior
Avenue, Cleveland, Ohio 44114, is an investment adviser and a securities
broker-dealer. McDonald, through Gradison, also serves as the investment adviser
to other investment companies and to individuals, employee benefit plans, and
other accounts requiring investment management.
For acting as investment adviser, the Fund pays the Adviser an annual fee of
.50% of the first $400 million of average daily net assets, .45% of the next
$600 million of average daily net assets, .40% of the next $1 billion of average
daily net assets and .35% of amounts in excess of $2 billion of average daily
net assets. Gradison acts as the Fund's transfer agent, dividend disbursing
agent, and administrative services provider. For providing transfer agent and
administrative services, Gradison receives an annual fee of $23.50 per
shareholder non-zero balance account, $5.00 per closed or zero balance account
per year, plus out of pocket costs. Gradison also provides accounting services
to the Fund for which it receives a fee of .0150% of the first $400 million of
average daily net assets, .0125% of the next $300 million of average daily net
assets, .0100% of the next $300 million of average daily net assets, and .0075%
of average daily net assets in excess of $1 billion, with a minimum fee of
$25,000 per year. Gradison's address is 580 Walnut Street, Cincinnati, Ohio
45202.
6
<PAGE> 9
Under the terms of a distribution service plan (the "Plan"), adopted pursuant to
Rule 12b-1 under the Act, the Fund pays to McDonald as Distributor a service fee
at the annual rate of .10% of the average daily net assets of the Fund. (The
maximum annual fee permitted by the Plan is .20% of the average daily net assets
of the Fund.) Such fee is calculated on a daily basis and paid to the
Distributor monthly. The service fee is paid as compensation to the Distributor
for providing personal services to shareholders of the Fund, including
responding to shareholder inquiries and providing information to shareholders
about their Fund account. In addition to the service fee, the Distributor may
also expend funds provided by the Plan for advertising and printing
prospectuses, annual reports, and other promotional material for prospective
investors, and for other distribution activities.
Registered broker dealers, third party administrators of tax-qualified
retirement plans, and other entities which establish omnibus accounts with the
Fund may provide sub-transfer agency, recordkeeping, or similar services to
participants in the omnibus accounts which reduce or eliminate the need for
identical services to be provided on behalf of participants by the Fund's
transfer agent. In such cases, the Fund may pay the entity a sub-transfer agency
or recordkeeping fee. Certain entities receiving such fees may also receive
service fees.
INDIVIDUAL RETIREMENT ACCOUNTS
Shares of the Fund may be purchased in conjunction with an Individual Retirement
Account ("IRA") which permits exchange privileges with other Gradison funds (see
"Exchanges") and which may also be used with a self-directed brokerage account.
Contact Gradison or McDonald for details.
FURTHER INFORMATION ABOUT HOW THE FUND INVESTS
The Fund may engage in repurchase agreement transactions in which it buys a
security at one price and simultaneously agrees to sell the same security back
to the original owner ("seller") at a higher price, usually within seven days of
the initial purchase. The Fund engages in repurchase agreement transactions only
with selected domestic banks and securities dealers which the Adviser believes
present minimal credit risk. In all cases, the security subject to resale is
held by the Fund's custodian and the Fund ensures on a daily basis that the
value of the security, including accrued interest, is maintained at no less than
the price at which the seller is required to repurchase the security. Should a
seller fail to repurchase the security, the Fund could incur costs to sell the
security to another party and possibly a loss if the sale price is less than the
repurchase price. Under certain limited circumstances, the Fund could also be
delayed or otherwise limited in disposing of the security, which could result in
a decline in its value and loss of interest.
The Fund may not borrow money, except from banks as a temporary measure or for
extraordinary or emergency purposes, and then only in amounts not exceeding 15%
of the Fund's total assets at the time of borrowing. While any borrowing of
greater than 5% of the assets occurs, the Fund will not purchase additional
portfolio securities. The foregoing policy may not be changed without
shareholder approval. The Fund may not, in an aggregate amount exceeding 10% of
the value of the Fund's total assets, (a) enter into repurchase agreements
maturing in more than seven days, (b) purchase illiquid securities, and (c)
purchase securities for which there are no readily available market quotations.
The Fund may invest in "stripped" securities (both interest-only and
principal-only) issued by the U.S. Treasury and recorded in the Federal Reserve
book-entry record-keeping system. "Stripped" U.S. Treasury securities include
zero coupon obligations that are normally issued at a discount to their "face
value", and may exhibit greater price volatility than ordinary debt securities.
7
<PAGE> 10
The Fund may purchase securities on a when-issued or forward delivery basis, for
payment and delivery at a later date. The price and yield are generally fixed on
the date of commitment to purchase. During the period between purchase and
settlement, no interest accrues to the Fund. At the time of settlement, the
market value of the security may be more or less than the purchase price.
The Statement of Additional Information contains additional information
regarding Fund investment restrictions and policies.
PERFORMANCE CALCULATIONS
From time to time the Fund may advertise its "yield," "effective yield," and/or
"total return". All performance figures are based on historical earnings and are
not intended to indicate future performance. The yield of the Fund refers to the
investment income generated by an investment in the Fund over a 7-day period.
This income is then annualized. That is, the amount of income generated by the
investment during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment. The effective yield of
the Fund is calculated similarly but, when annualized, the income earned by an
investment in the Fund is assumed to be reinvested. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment. The total return refers to the average annual compounded rate of
return over specified time periods that would equate an initial amount of money
invested in the Fund at the beginning of a stated period to the ending
redeemable value of the investment assuming the reinvestment of dividends in
additional Fund shares.
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Expense Summary 1
Financial Highlights 2
How the Fund Invests 2
Purchases and Redemptions 3
Additional Purchase and
Redemption Information 4
Exchanges 5
Dividends and Taxes 5
Net Asset Value 6
General Information 6
Management of the Fund 6
Individual Retirement Accounts 7
Further Information About
How the Fund Invests 7
Performance Calculations 8
[GRADISON MUTUAL FUNDS LOGO]
580 Walnut Street, Cincinnati, Ohio 45202
(513) 579-5700 (800) 869-5999
8
<PAGE> 11
GRADISON U.S. GOVERNMENT RESERVES
Gradison-McDonald Cash Reserves Trust
The Gradison Division of McDonald & Company Securities, Inc. ("Gradison"), is
the investment adviser of the Fund ("Adviser").
- ---------------------------------------------------------------------------
STATEMENT OF ADDITIONAL
INFORMATION
- ---------------------------------------------------------------------------
For information (including most recent yield), call:
579-5700 from Cincinnati, Ohio
Toll free (800) 869-5999 outside Cincinnati
Information may also be obtained from the Fund at:
580 Walnut Street
Cincinnati, Ohio 45202
- ---------------------------------------------------------------------------
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the Prospectus of the Fund, dated February 1, 1998, which
has been filed with the Securities and Exchange Commission. The Prospectus is
available upon request without charge from the Fund at the above address or by
calling the phone numbers provided above.
The date of this Statement of Additional Information is February 1, 1998.
9
<PAGE> 12
- --------------------------------------------------------------------------------
CONTENTS
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Page Location in Prospectus
INVESTMENT RESTRICTIONS AND POLICIES. . . . . 4 How the Fund Invests; Further
Information About How the
Fund Invests
PURCHASE OF SHARES . . . . . . . . . . . . . 6 Purchases and Redemptions;
Additional Purchase and
Redemption Information
REDEMPTION OF SHARES . . . . . . . . . . . . .6 Purchases and Redemptions;
Additional Purchase and
Redemption Information
EXCHANGE PRIVILEGE . . . . . . . . . . . . . 7 Exchanges
Telephone Exchanges . . . . . . . . . . 7
Written Exchanges . . . . . . . . . . . 7
General Exchange Information . . . . . . 7
SIGNATURE GUARANTEES . . . . . . . . . . . . 8
INCOME AND DIVIDENDS . . . . . . . . . . . . 8 Dividends and Taxes
TAXES . . . . . . . . . . . . . . . . . . . . 8 Dividends and Taxes
YIELD INFORMATION . . . . . . . . . . . . . . 9 Yield and Effective Yield
Calculations
NET ASSET VALUE . . . . . . . . . . . . . . . 10 Net Asset Value
PORTFOLIO TRANSACTIONS . . . . . . . . . . 11
INVESTMENT ADVISER . . . . . . . . . . . . . 12 Management of the Fund
Advisory Agreement . . . . . . . . . . . 12
Distribution Service Plan . . . . . . . 13
Transfer Agency, Accounting Services,
and Administrative Services
Agreement . . . . . . . . . . . . .15
OTHER COMPENSATION PAID/REIMBURSEMENT MADE
TO THE ADVISER . . . . . . . . . . . . . 15
TRUSTEES AND OFFICERS OF THE TRUST . . . . . 15
DESCRIPTION OF THE TRUST . . . . . . . . . . 17 General Information
2
<PAGE> 13
CUSTODIAN . . . . . . . . . . . . . . . . . . 19
ACCOUNTANTS . . . . . . . . . . . . . . . . . 19
LEGAL COUNSEL . . . . . . . . . . . . . . . . 19
OPTIONAL SHAREHOLDER SERVICES . . . . . . . . 19
TOTAL RETURN INFORMATION . . . . . . . . . . .21
SALES BROCHURE INFORMATION. . . . . . . . . . 23
FINANCIAL STATEMENTS AND REPORT OF
INDEPENDENT PUBLIC ACCOUNTANT .Following page 33 Financial Highlights
3
<PAGE> 14
INVESTMENT RESTRICTIONS AND POLICIES
In addition to the investment restrictions described in the Prospectus,
the Fund has adopted the following investment restrictions and limitations,
which may not be changed without the approval of the holders of a majority of
the outstanding voting securities of the Fund as defined in the Investment
Company Act of 1940 (the "Act"). (See "Description of the Trust".) The Fund will
not:
(1) Borrow money, except from banks as a temporary measure or for
extraordinary or emergency purposes such as to enable the Fund to
satisfy redemption requests where liquidation of portfolio securities is
considered disadvantageous, and not for leverage purposes, and then only
in amounts not exceeding 15% of the total assets of the Fund at the time
of the borrowing. While any borrowing of greater than 5% of the assets
is outstanding, the Fund will not purchase additional portfolio
securities;
(2) Make loans, except that the purchase of debt securities as allowed by
the Fund's investment objective and other Investment Restrictions,
entering into repurchase agreements, and the lending of portfolio
securities in an amount not to exceed 30% of the value of its total
assets with the collateral value of loaned securities marked-to-market
daily and in accordance with applicable regulations or guidelines
established by the Securities and Exchange Commission shall not be
prohibited by this restriction;
(3) Purchase or sell real estate. The purchase of securities secured by real
estate which are otherwise allowed by the Fund's investment objective
and other Investment Restrictions shall not be prohibited by this
restriction;
(4) Underwrite the securities of other issuers, except insofar as the Fund
may technically be deemed an underwriter under the Securities Act of
1933 in connection with the disposition of portfolio securities;
(5) Purchase or sell commodities or commodity contracts or interests in oil,
gas or other mineral exploration or development programs or leases
except the purchase or sale of financial futures contracts or options on
financial futures contracts;
(6) Issue senior securities as defined in the Act, except to the extent that
such issuance might be involved with respect to borrowings subject to
item (1) above or with respect to transactions involving futures
contracts or the writing of options and provided that the Trust may
issue shares of additional series or classes that the Trustees may
establish.
(7) Invest more than 25% of its total assets in the securities of issuers in
any single industry, provided that there shall be no limitation on
4
<PAGE> 15
investments in obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities.
The limitations and policies set forth in the remainder of this section are
not fundamental and may be changed without shareholder approval: (1) The Fund
will not purchase securities of other investment companies except in connection
with a reorganization, merger, or consolidation with another open-end investment
company; (2) The Fund will not make short sales of securities, or purchase
securities on margin, except for short-term credit as is necessary for the
clearance of transactions; 3) The Fund will not purchase or retain in its
portfolio any securities issued by an issuer, if to the Fund's knowledge, those
Trustees and officers of the Trust or of the Fund's investment adviser, who
individually own beneficially more than 1/2 of 1% of the outstanding securities
of such issuer, together own beneficially more than 5% of such outstanding
securities. This limitation shall not apply to U.S. Government securities; (4)
The Fund will not mortgage, pledge or hypothecate securities except in
connection with permitted borrowings. The Fund has no current intention of
engaging in the lending of portfolio securities.
Government Securities are frequently offered on a "when-issued" or "forward
delivery" basis. When so offered, the price, which is generally expressed in
yield terms, is fixed at the time the commitment to purchase is made, but
delivery and payment for the when-issued or forward delivery securities take
place at a later date. During the period between purchase and settlement, no
payment is made by the Fund to the issuer and no interest accrues to the Fund.
To the extent that assets of the Fund are not invested prior to the settlement
of a purchase of securities, the Fund will earn no income; however, it is
intended that the Fund will be fully invested to the extent practicable and
subject to the policies stated herein. When-issued or forward delivery purchases
are negotiated directly with the other party and are not traded on an exchange.
While when-issued or forward delivery securities may be sold prior to the
settlement date, it is intended that the Fund will purchase such securities with
the purpose of actually acquiring them unless a sale appears desirable for
investment reasons. At the time the Fund makes the commitment to purchase
securities on a when-issued or forward delivery basis, it will record the
transaction and reflect the value of the security in determining its net asset
value. The Fund does not believe that its net asset value or income will be
adversely affected by its purchase of securities on a when-issued or forward
delivery basis. The Fund will establish a segregated account in which it will
maintain cash, U.S. Government securities, or other high-grade debt obligations
equal in value to commitments for when-issued or forward delivery securities.
Such segregated securities either will mature or, if necessary, be sold on or
before the settlement date. The Fund will not enter into such transactions for
leverage purposes.
5
<PAGE> 16
If a percentage restriction set forth above is met at the time of
investment, a later movement above the restriction level resulting from a change
in the value of securities held by the Fund will not be considered a violation
of the investment restriction.
PURCHASE OF SHARES
Purchase orders become effective when the Fund receives the necessary
information regarding an investor's account and Federal funds are available to
the Fund for investment. (See "Net Asset Value".) Federal funds are normally
available to the Fund on the next bank business day following receipt by the
Fund of an investor's check or other payment including credit balances arising
on the settlement date of a sale of securities or receipt of a dividend or
interest payment transferred from a brokerage account maintained by Gradison or
McDonald. The Fund reserves the right to impose a charge of $15 for any purchase
check returned to the Fund as uncollectible and to collect such fee by redeeming
shares of the Fund from such shareholder's account.
On Fund share purchases through Gradison or McDonald brokerage accounts,
prior to the time that an investor's funds become Federal Funds and become
invested in the Fund, McDonald may receive the "float" benefit from those funds.
REDEMPTION OF SHARES
The Fund may suspend the right of redemption or may delay payment (a)
during any period when the New York Stock Exchange is closed other than for
customary weekend and holiday closings, (b) when trading in markets normally
utilized by the Fund is restricted, or an emergency exists (determined in
accordance with the rules and regulations of the Securities and Exchange
Commission) so that disposal of the Fund's portfolio securities or determination
of the Fund's net asset value is not reasonably practicable, or (c) for such
other periods as the Securities and Exchange Commission by order may permit for
the protection of the Fund's shareholders.
The checkwriting privilege is subject to the Fund custodian's (Star Bank,
N.A.) rules and regulations concerning checking accounts, including those
relating to the right of Star Bank to refuse to honor checks in amounts
exceeding the value of the account at the time the check is presented for
payment. The Fund reserves the right to impose a charge of $15 for any
redemption check written against an insufficient Fund balance and to collect
such fee by redeeming shares of the Fund from such shareholder's account.
On Fund redemptions effected by the drawing of a McDonald check, McDonald
will receive the "float" benefit from the funds redeemed until the check is
presented for payment. Domestic wire redemptions (in a minimum
6
<PAGE> 17
amount of $l,000) are available to shareholders. There is a $10 fee for each
wire redemption in an amount less than $50,000.
The Fund transmits redemption proceeds only to shareholder names and
addresses on its records or which it has otherwise verified, provides written
confirmation of all transactions initiated by telephone either immediately or by
monthly statement, depending on the circumstances, requires identification from
individuals picking up checks at its offices, and may take other additional
steps to verify the identity of persons giving telephone instructions.
EXCHANGE PRIVILEGE
If a new account is established by an exchange, the dollar amount of the
exchange from the Fund must at least be equal to the minimum initial investment
of the Fund into which the exchange is being made; if an exchange is made into
an existing account, the minimum additional investment requirement must be met.
TELEPHONE EXCHANGES
Telephone exchanges may be made only when the registration of the two
accounts are identical.
WRITTEN EXCHANGES
You may also exchange your shares of the Fund by written request directed
to:
Gradison Mutual Funds
580 Walnut Street
Cincinnati, Ohio 45202
Such written request should include your name and account number and the
number of shares or dollar amount to be exchanged.
GENERAL EXCHANGE INFORMATION
An exchange involves a redemption of the Fund shares being exchanged and
the investment of the redemption proceeds into shares of the fund being
purchased. Both the redemption and investment will occur at the respective net
asset value per share next determined after receipt by the Fund of a proper
exchange request. For Federal income tax purposes, an exchange of shares is
considered to be a sale. Unless otherwise indicated, a new account established
by written exchange will have the same registration and selected options as your
present account.
The funds into which exchanges are made, and the Fund's distributor (with
respect to any other fund) each reserve the right to reject any exchange
request. In the case of excessive use of the exchange privilege,
7
<PAGE> 18
the Fund or Gradison, upon 60 days' written notice, may make reasonable service
charges (as specified in the notice) by redeeming shares from such shareholder's
account. The terms of the exchange feature are subject to change and the
exchange feature is subject to termination, both upon at least 60 days notice,
except that no notice shall be required under circumstances provided for by the
rules of the Securities and Exchange Commission.
SIGNATURE GUARANTEES
Signatures guaranteed by a domestic commercial bank or trust company,
credit union, savings and loan association, or a member firm of a national
securities exchange or other eligible guarantee institution may be required for
certain transactions. Shareholders may contact the Fund's transfer agent for
additional information about signature guarantee requirements.
INCOME AND DIVIDENDS
Net income of the Fund, for the purpose of declaring dividends, consists
of accrued interest income, plus or minus amortized purchase discount or
premium, plus or minus realized gains or losses, less accrued expenses. To the
extent the Fund's portfolio securities are valued at amortized cost (see "Net
Asset Value"), there will be no unrealized gains or losses on portfolio
securities. However, should net asset value, calculated by using available
market quotations, deviate significantly from $1.00 per share, the Trustees
could decide to value portfolio securities by using available market quotations,
which could result in unrealized gains or losses being considered in the
determination of net investment income of the Fund.
Income dividends accrue daily and are paid monthly. In the event that the
Fund incurs or anticipates any unusual expense, loss or depreciation which would
adversely affect its net income for a particular period, the Board of Trustees
may at that time consider whether to adhere to this dividend policy or to revise
it in light of then prevailing circumstances. Such expenses, losses or
depreciation could result in a shareholder receiving no dividends during such
period or in a shareholder receiving, upon redemption, a price per share lower
than the cost per share.
TAXES
The Fund has qualified and intends to continue to qualify as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended. As such
it will not be taxed on net income distributed to shareholders. In order to
continue to qualify for treatment as a regulated investment company, the Fund
must distribute to its shareholders for each taxable year at least 90% of its
investment company taxable income
8
<PAGE> 19
(consisting generally of taxable net investment income plus net short-term
capital gain, if any), and must meet several additional requirements. These
requirements include the following: (1) the Fund must derive at least 90% of its
gross income each taxable year from dividends, interest, payments with respect
to securities loans, gains from the sale or other disposition of securities and
certain other income; (2) at the close of each quarter of the Fund's taxable
year, at least 50% of the value of its total assets must be represented by cash
and cash items, U.S. government securities and other securities, with these
other securities limited, in respect of any one issuer, to an amount that does
not exceed 5% of the value of the Fund's total assets; and (3) at the close of
each quarter of the Fund's taxable year, not more than 25% of the value of its
total assets may be invested in securities (other than U.S. government
securities) of any one issuer.
The Fund will be subject to a nondeductible 4% excise tax to the extent it
fails to distribute by the end of any calendar year substantially all of its
ordinary income for that year and any capital gain net income for the one-year
period ending on October 31 of that year, plus certain other amounts.
The Federal income tax matters summarized above and in the Prospectus are
subject to change by legislation, administrative action and judicial decision.
YIELD INFORMATION
The current yield of the Fund for any seven-day period is calculated by
determining the net change exclusive of capital changes in the value of a
hypothetical pre-existing account having a balance of one share at the beginning
of the period, dividing the net change 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). For purposes of this calculation, the net
change reflects dividends declared on the original share and dividends declared
on any shares purchased with dividends on that share. Capital changes that are
excluded from the net change are realized gains and losses as well as unrealized
appreciation and depreciation with respect to the Fund's portfolio and
non-investment income. The yield of the Fund for the seven day period ended
September 30, 1997 was 4.87%.
The effective or compounded yield of the Fund is calculated by compounding
the unannualized base period return by adding one (1) to the base period return,
raising the sum to a power equal to 365 divided by 7, and subtracting one (1)
from the result. The effective yield of the Fund for the seven day period ended
September 30, 1997 was 4.99%.
9
<PAGE> 20
Yield information may be useful to investors in reviewing the Fund's
performance. However, yield normally fluctuates on a daily basis and the yield
for any given past period is not an indication or representation by the Fund of
future yields or rates of return on its shares. The Fund's yield is affected by
prevailing market interest rates, investment portfolio quality and maturity,
type of instruments held and operating expenses. When comparing the Fund's yield
with that of other alternatives, investors should understand that certain other
investments, such as money market instruments or bank accounts, may provide
fixed yields, that other investments and other investment companies may use a
different method of calculating yield, and that bank accounts may be insured.
Investors should also consider that bank accounts may sometimes offer
temporarily high "promotional" rates and may, under certain circumstances,
subject accounts to service charges which reduce their effective yield.
NET ASSET VALUE
The net asset value of the Fund's shares is calculated daily, as of 12:00 noon
and 4:00 p.m., Eastern time, on each day when the New York Stock Exchange is
open for business. The Fund does not calculate its net asset value on the
following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, Christmas Day, Columbus Day,
Martin Luther King, Jr. Day, and Veterans' Day.
The Fund values its portfolio instruments on the basis of the amortized
cost valuation method, which involves valuing an instrument at its cost and
thereafter assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. While this method provides certainty in valuation, it
may result in periods during which value, as determined by amortized cost, is
higher or lower than the price the Fund would receive if it sold the instrument.
During such periods, the yield to shareholders of the Fund may differ somewhat
from that obtained in a similar fund with identical investments which uses
market values for all its portfolio securities. For example, if the use of
amortized cost resulted in a lower aggregate portfolio value on a particular
day, a prospective investor in the Fund would be able to obtain a somewhat
higher yield than would result from investment in such a similar fund and
existing shareholders of the Fund would receive less investment income. The
converse would apply in a period of rising interest rates.
The valuation of the Fund's portfolio instruments based upon their
amortized cost and the maintenance of the Fund's per share net asset value of
$1.00 is permitted based on the Fund's adherence to certain conditions. The Fund
will maintain a dollar-weighted average portfolio maturity of 90 days or less,
purchase only instruments having remaining maturities of 397 days or less (as
calculated in accordance with Rule 2a-7 under the Act) and invest only in
securities determined by the Board of Trustees or, pursuant
10
<PAGE> 21
to delegated authority, the Adviser, to be of high quality with minimal credit
risks. The Board also has established procedures designed to stabilize, to the
extent reasonably possible, the Fund's price per share, as computed for the
purpose of sales and redemptions, at $1.00. Such procedures include review of
the Fund's portfolio holdings by the Board, at such intervals as it may deem
appropriate, to determine whether the Fund's net asset value, calculated by
using available market quotations, and estimates of market values obtained from
yield data relating to instruments or securities with similar characteristics
pursuant to procedures approved by the Board of Trustees deviates from $1.00 per
share and, if so, whether such deviation may result in material dilution or is
otherwise unfair to existing shareholders. In the event the Board determines
that such a deviation exists, it has agreed to take such corrective action as it
deems necessary or appropriate, including, for example, the sale of portfolio
instruments prior to maturity to realize capital gains or losses or to shorten
average portfolio maturity, withholding dividends, redemptions of shares in
kind, establishing a net asset value per share by using available market
quotations, and effecting a reverse split of shares.
Assets other than portfolio securities are valued at their fair value as
determined in good faith pursuant to procedures approved by the Board and
subject to the oversight of the Board. The Board reviews these valuation methods
at least annually and from time to time may, in its absolute discretion,
establish other methods which it considers appropriate for determining net asset
value.
PORTFOLIO TRANSACTIONS
Most of the Fund's purchases and sales of portfolio securities will be
direct transactions with issuers, underwriters or major dealers in U.S.
Government securities. Accordingly, the Fund will incur little or no brokerage
cost. Purchases of portfolio securities from underwriters, however, include a
commission or concession paid by the issuer to the underwriter, and purchases
from dealers include a spread between the bid and ask prices.
The Fund's policy of investing in short-term debt securities, coupled with
its active portfolio management, may result in high portfolio turnover. However,
high turnover is not expected to adversely affect net asset value or yields,
since there are usually no brokerage commissions paid by the Fund in connection
with the purchase or sale of U.S. Government securities.
The Adviser will make investment decisions for the Fund, arrange for
placement of buy and sell orders and initiate portfolio transactions, subject to
general supervision by the Trust's Board of Trustees. No portfolio transactions
are currently executed with the Adviser or any securities dealer affiliated with
the Adviser. When initiating a portfolio
11
<PAGE> 22
transaction, the Adviser seeks the prompt execution of its order in an effective
manner at the most favorable price.
The Adviser also serves as the investment adviser for other investment
companies. Although investment decisions for the Fund will be made independently
from those for such investment companies, purchases and sales of particular
securities may be effected simultaneously by such entities and the Fund. In such
instances, the transactions will be allocated among the entities and the Fund in
a manner the Adviser considers equitable to each. In some cases, this procedure
could have a detrimental effect upon the price or amount of the securities
purchased or sold by the Fund. On the other hand, in some cases the ability of
the Fund to participate in volume transactions may produce better executions for
the Fund. It is the opinion of the Board of Trustees that the benefits available
to the Fund from retaining the Adviser outweigh any disadvantages which may
arise from exposure to simultaneous transactions.
INVESTMENT ADVISER
ADVISORY AGREEMENT
The Agreement provides that the Adviser will manage the investments of the
Fund, subject to review by the Board of Trustees. The Adviser also bears the
cost of salaries and related expenses of executive officers of the Trust who are
necessary for the management and operation of the Fund and compensates the
Trustees who are affiliated with the Adviser. The Fund reimburses the Adviser
its cost, including salary and fringe benefits, of personnel who perform legal
services for the Fund.
As compensation for its services under the Agreement, the Adviser receives
from the Fund a monthly fee at an annual rate of .50% of the first $400 million
of average daily net assets, .45% of the next $600 million of average daily net
assets, .40% of the next $1 billion of average daily net assets, and .35% of
average daily net assets in excess of $2 billion.
The Agreement further provides that in the absence of willful misfeasance,
bad faith or gross negligence in the performance of its duties thereunder, or
reckless disregard of its obligations thereunder, the Adviser is not liable to
the Fund or any of its shareholders for any act or omission by the Adviser. The
Agreement does not restrict the Adviser from acting as an investment manager or
adviser for others.
The Agreement grants to the Trust the right to use the names "Gradison" and
"McDonald" as a part of its name and the name(s) of its Fund(s), without charge,
subject to withdrawal of such right by the Adviser upon not less than 30 days'
written notice to the Trust and subject to the automatic termination of such
right within 30 days after the termination of the Agreement for any reason. The
Agreement does not impair the right of the Adviser to use the name Gradison or
McDonald in the name and the
12
<PAGE> 23
name(s) of its Fund(s) without charge in connection with any other business
enterprise with which it is or may become associated.
The Agreement continues in effect from year to year if such continuance is
specifically approved at least annually by the vote of the holders of a majority
of the outstanding voting securities of the Fund or by the vote of a majority of
the Trust's Board of Trustees, and in either event by the vote cast in person of
a majority of the Trustees who are not "interested persons" of any party to the
Agreement.
The Agreement may be terminated at any time without penalty upon 60 days'
written notice by (i) the Board of Trustees, (ii) the vote of the holders of a
majority of the outstanding voting securities of the Fund, or (iii) the Adviser.
The Agreement will terminate automatically in the event of its assignment by the
Adviser. The Agreement may be amended at any time by the mutual consent of the
parties thereto, provided that such consent on the part of the Fund shall have
been approved by the vote of the holders of a majority of its outstanding voting
securities and by the vote of a majority of the Board of Trustees, including the
vote cast in person by a majority of the Trustees who are not "interested
persons" of any party to the Agreement.
Gradison & Company Incorporated merged with McDonald in October of 1991.
Prior to that time Gradison & Company was the largest independent brokerage
firm/investment adviser in Cincinnati. Gradison has managed money market funds
for more than 19 years and manages in excess of $3 billion of assets in money
market funds, equity and bond mutual funds, and individually managed accounts.
McDonald is a regional investment banking, brokerage and investment advisory
firm with over 30 offices in nine states.
For the years ended September 30, 1997, September 30, 1996, and September
30, 1995, the Fund paid Gradison advisory fees totaling respectively,
$6,956,236, $6,078,331, and $5,129,384.
DISTRIBUTION SERVICE PLAN
The Fund has in effect a Distribution Service Plan (the "Plan") under Rule
12b-1 of the Act. Rule 12b-1 permits an investment company to finance, directly
or indirectly, activities primarily intended to result in the sale of its shares
only if it does so in accordance with the provisions of such Rule. The purpose
of the Plan is to increase sales of shares of the Fund to enable it to acquire
and retain a sufficient level of assets to enable it to operate more efficiently
and to provide service to Fund shareholders. Higher levels of assets tend to
result in operating efficiencies with respect to the Fund's fixed costs and
portfolio management.
13
<PAGE> 24
The Plan permits the Fund to incur expenses related to the distribution of
its shares, but only as specifically contemplated by the Plan. Under the Plan,
the Fund may incur expenses in an amount that does not exceed an annual rate of
.20% of its average daily net assets. Expenses that may be incurred by the Fund
under the Plan within the limitation described above are limited to service fee
payments to broker-dealers (including the Distributor) or other persons,
expenditures to broker-dealers or other persons for their assistance with
respect to distribution of shares of the Fund with respect to any activity
primarily intended to result in sales or maintenance of Fund shares, and
expenditures by the Distributor for advertising, prospectuses, annual and
semi-annual reports, and other promotional material for prospective investors.
In approving the Plan, the Board of Trustees concluded that there was a
reasonable likelihood that the Plan would benefit the Fund and its shareholders.
The Plan (together with any agreements relating to implementation of the Plan)
continues in effect for a period of more than one year only so long as such
continuance is specifically approved at least annually by the vote of a majority
of the Board of Trustees, including the vote of a majority of the Independent
Trustees, cast in person at a meeting called for such purpose. The Plan may not
be amended to materially increase the amount of distribution expenses incurred
by the Fund without the approval of a majority of the Independent Trustees by
vote cast in person at a meeting called for the purpose of voting on such
amendment and without the approval of a majority of the outstanding voting
securities of the Fund. The Plan may be terminated at any time by a vote of a
majority of the Independent Trustees or by a vote of the majority of the
outstanding voting securities of the Fund. Any agreement implementing the Plan
may be terminated at any time, without the payment of any penalty, by a vote of
a majority of the Independent Trustees or by a vote of a majority of the
outstanding voting securities of the Fund, on not more than sixty days' written
notice to the other party to the agreement, and any related agreement will
terminate automatically in the event of its assignment. The Plan requires that
the Board of Trustees receive at least quarterly written reports as to the
amounts expended during each quarter pursuant to the Plan and the purposes for
which such amounts were expended. While the Plan is in effect, the selection and
nomination of those Trustees who are not "interested persons" (as defined in the
Act) of the Trust shall be committed to the discretion of the Independent
Trustees then in office.
Pursuant to the Plan the Fund has entered into an agreement with McDonald
pursuant to which the Fund pays McDonald an annual service fee in the amount of
.10% of the average assets annually as payment for McDonald's provision of
personal services to Fund shareholders. For the fiscal years ended September 30,
1997, September 30, 1996, and September 30, 1995, the Fund paid McDonald
respectively, $1,550,945, $1,334,962, and $1,100,769, as distribution fees.
14
<PAGE> 25
TRANSFER AGENCY, ACCOUNTING SERVICES, AND ADMINISTRATIVE SERVICES AGREEMENT
Pursuant to the Transfer Agency, Accounting Services, and Administrative
Services Agreement, Gradison provides transfer agent, dividend disbursing,
accounting services, and administrative services to the Fund. Gradison responds
to inquiries from shareholders, processes purchase and redemption requests,
maintains shareholder account records, provides statements and confirmations to
shareholders, maintains the Fund's books and accounting records, and prepares
and files registration statements and other reports, with the Securities and
Exchange Commission and other regulatory authorities. Pursuant to this
Agreement, McDonald receives a fee of $23.50 per year per shareholder non-zero
balance account and $5.00 per closed or zero balance account per year for
transfer agency and administrative services. In addition to this fee, the Fund
pays out of pocket costs including the cost of statement paper, statement
envelopes, reply envelopes, and reply postage. For accounting services, the Fund
pays McDonald an annual fee in the amount of .015% of the first $400 million of
average daily net assets, .0125% of the next $300 million, .01% of the next $300
million, and .0075% of assets in excess of $1 billion, with a minimum fee of
$25,000 per year. For the fiscal years ending September 30, 1997, September 30,
1996, and September 30, 1995, the Fund paid McDonald respectively $2,408,388,
$2,179,364, and $2,000,226, pursuant to this Agreement.
OTHER COMPENSATION PAID/REIMBURSEMENT MADE TO THE ADVISER
In addition to the advisory fee, transfer agent fee, and distribution fees
paid by the Fund to the Adviser, for the fiscal year ended September 30, 1997,
1996, and 1995, the Fund reimbursed the Adviser, on a cost basis, for costs
allocable to services performed by the Adviser's employees, including salaries
and office space, respectively $7,741, $4,424, and $3,531.
TRUSTEES AND OFFICERS OF THE TRUST
The Trustees and officers of the Trust, together with information as to
their principal occupations during the past five years and positions currently
held with the Gradison Growth Trust ("GGT"), the Gradison-McDonald Custodian
Trust ("GCT"), and the Gradison-McDonald Municipal Custodian Trust ("GMMT"), and
the Adviser, are listed below. All principal occupations have been held for at
least five years unless otherwise specified. Positions held with Gradison were
previously held with Gradison & Company Incorporated. The mailing address for
all officers of the Trust is c/o Gradison Funds, 580 Walnut Street, Cincinnati,
Ohio 45202.
15
<PAGE> 26
*DONALD E. WESTON, 580 Walnut Street, Cincinnati, Ohio. Trustee and
Chairman of the Board; Chairman of Gradison and Director of McDonald &
Company Investments Inc. Trustee and Chairman of the Board of GGT, GCT, and
GMMT.; Director of Cincinnati Milacron Commercial Corporation (financing
subsidiary of Cincinnati Milacron Corporation (manufacturer of machine
tools).
THEODORE H. EMMERICH, 1201 Edgecliff Place, Cincinnati, Ohio 45206.
Trustee. Retired; until 1986, managing partner (Cincinnati office) Ernst &
Young LLP (independent public accountants); Director of Carillon Fund, Inc.
(investment company), American Financial Group, Inc.(insurance), and
Cincinnati Milacron Commercial Corp.; Trustee of Summit Investment Trust
and Carillon Investment Trust (investment companies); Trustee of GGT, GCT,
and GMMT.
RICHARD A. RANKIN, 1717 Dixie Highway, Suite 600, Ft. Wright, Kentucky
41011. Trustee. Partner, Rankin and Rankin (independent public
accountants); Trustee of GGT, GCT, and GMMT.
JEROME E. SCHNEE, 14 Walt Whitman, Morristown, N. J. 07960. Trustee. Senior
Director, Health Economics Johnson & Johnson (Pharmaceuticals) since August
1996; Professor of Management, College of Business Administration,
University of Cincinnati (currently on leave of absence). Trustee of GGT,
GCT, and GMMT.
PAUL J. WESTON. Executive Vice President; Executive Vice President of
Gradison; Senior Vice President of GGT, GCT, and GMMT. Mr. Weston is the
brother of Donald E. Weston.
DANIEL J. CASTELLINI, 312 Walnut Street, Cincinnati, Ohio 45202. Trustee;
Senior Vice President/Finance and Administration of the E. W. Scripps
Company (communications); Trustee of GGT, GCT, and GMMT.
C. STEPHEN WESSELKAMPER. Executive Vice President and Portfolio Manager;
First Vice President of McDonald.
BRADLEY E. TURNER. President. Senior Managing Director of McDonald;
President of GGT, GCT, and GMMT.
PATRICIA J. JAMIESON. Treasurer. Managing Director and Chief Financial
Officer of McDonald; Treasurer of GGT, GCT, and GMMT.
MARK A. FRIETCH. Assistant Treasurer. Assistant Treasurer of GGT, GCT, and
GMMT (since May 1995.)
RICHARD M. WACHTERMAN. Secretary. Senior Vice President and General Counsel
of Gradison; Secretary of GGT, GCT, and GMMT.
16
<PAGE> 27
* Trustee who is an interested and affiliated person as defined by the
Investment Company Act of 1940, of the Trust and the Adviser by virtue of
stock ownership of the parent of the Adviser and employment by the Adviser.
Trustees and officers of the Trust who are affiliated with the Adviser
receive no remuneration from the Trust. Trustees who are not affiliated with the
Adviser receive fees as determined by the Board of Trustees. For the year ended
September 30, 1997, the fees paid to the Trustees by the Trust aggregated
$32,750.
Compensation Table
------------------
<TABLE>
<CAPTION>
Name of Trustee Aggregate Total Compensation
- --------------- Compensation From Fund and fund
From Fund complex (3 additional
for fiscal Trusts) paid to
year ended trustee for calendar
9/30/97 year ended 12/31/97
------- ---------------------
<S> <C> <C>
Theodore H. Emmerich 8,000 25,000
Richard A. Rankin 8,000 25,000
Jerome E. Schnee 8,000 25,000
Daniel J. Castellini 8,000 25,000
</TABLE>
The Trust maintains a deferred compensation plan which allows trustees to defer
receipt of trustee fees otherwise payable to them until a future date. Deferred
amounts are credited with interest at a rate equal to the yield of the Gradison
U.S. Government Reserves Fund. The Trust does not maintain any other pension or
retirement plans. There are currently no amounts owing to any current trustee
pursuant to the deferred compensation plan. As of September 30, 1997, the amount
of $12,658 was payable by the Trust to the beneficiary of a former trustee who
is deceased and as of December 31, 1997, the amount of $39,615 was payable to
that beneficiary by the fund complex (including the Fund).
DESCRIPTION OF THE TRUST
The Trust is a diversified, open-end investment company organized under the
laws of the Commonwealth of Massachusetts by an Amended and Restated Declaration
of Trust dated October 25, 1993. The Trust was formed for the specific purpose
of succeeding to the business and acquiring all of the assets of Gradison Cash
Reserves, Inc. in a reorganization effected on December 28, 1981. The Gradison
U.S. Government Reserves series of the Trust was formed for the purpose of
consolidating the following mutual funds: the Gradison Cash Reserves series of
the Trust, Gradison U.S.
17
<PAGE> 28
Government Trust, McDonald Money Market Fund, Inc., and McDonald U.S. Government
Money Market Fund, Inc. The shareholders of each of the funds approved the
consolidation. The Declaration of Trust provides for an unlimited number of full
and fractional shares of beneficial interest, $.01 par value, of any series
authorized by the Board of Trustees. The Board of Trustees has authorized the
issuance of shares of one series, representing the Fund. Any additional series
of shares must be issued in compliance with the Act and must not constitute a
security that is senior to the shares offered pursuant to the Prospectus. All
shares are of the same class and are freely transferable. Upon issuance and sale
in accordance with the terms of the offering, each share will be fully paid and
nonassessable. Shares have no preemptive, subscription or conversion rights and
are redeemable as set forth under "Redemption of Shares."
Holders of shares of the Fund are entitled to one vote per share.
Voting rights are not cumulative, which means that the holders of more than 50%
of the shares voting in any election of Trustees can elect all of the Trustees
of the Trust if they choose to do so, in which event the holders of the
remaining shares will be unable to elect a Trustee. Under the Declaration of
Trust, meetings of shareholders are not required to elect Trustees, unless less
than a majority of Trustees holding office have been elected by the shareholders
and a Trustee may be removed for cause by the vote of at least two thirds of the
remaining Trustees. Shareholders' meetings will be held only when required
pursuant to the Declaration of Trust or the Act, and when called by the Fund or
shareholders pursuant to the Declaration of Trust. The Trustees are required to
call a meeting of shareholders when requested in writing to do so by
shareholders of record of not less than 10 percent of the Trust's outstanding
shares. Pursuant to Section 16(c) of the Act, shareholders have the right to
remove trustees upon the vote of two-thirds of the outstanding shares of the
Trust, access shareholder lists under certain circumstances, and, as noted
above, instruct the trustees to call a shareholders' meeting.
Whenever the approval of a majority of the outstanding shares of a series
of the Trust is required in connection with shareholder approval of the
Investment Advisory Agreement or the Distribution Service Plan, or changes in
the investment objective or the investment restrictions, a "majority" shall mean
the vote of (i) 67% or more of the outstanding shares of the Fund present at a
meeting, if the holders of more than 50% of the outstanding shares of the Fund
are present in person or by proxy, or (ii) more than 50% of the outstanding
shares of the Fund, whichever is the lesser.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a trust may,
under certain circumstances, be held personally liable as partners for the
obligations of the trust. The Declaration of Trust contains an express
disclaimer of shareholder liability for acts, obligations or affairs of the
Trust and requires that notice of such disclaimer be given in every written
obligation, contract, instrument, certificate, share of beneficial
18
<PAGE> 29
interest, other security of the Trust or undertaking made or issued by the
Trustees or by any officers, employees or agents of the Trust. The Declaration
of Trust provides for indemnification out of Trust property of any shareholder
held personally liable for the obligations of the Trust. The Declaration of
Trust also provides that the Trust shall, upon request, assume the defense of
any claim made against any shareholder for any act or obligation of the Trust
and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances
in which the Trust itself would be unable to meet its obligations. Management
believes that, in view of the above, there is no realistic risk of personal
liability.
The Declaration of Trust provides that no Trustee, officer or agent of the
Trust shall be personally liable to any person for any action or failure to act
except (1) for his own bad faith, willful misfeasance, gross negligence, or
reckless disregard of his duties, (2) with respect to any matter as to which he
did not act in good faith and in a manner he reasonably believed to be in, and
not opposed to, the best interests of the Trust, or (3) in the case of any
criminal proceeding, with respect to any conduct which he had reasonable cause
to believe was unlawful.
CUSTODIAN
Star Bank, N.A., Star Bank Center, Cincinnati, Ohio 45202, acts as the
custodian of the portfolio securities and other assets of the Fund. Star Bank
has no part in determining the investment policies of the Fund or the securities
which are to be purchased, held or sold by the Fund. The Fund may enter into
repurchase agreements with Star Bank and may purchase or sell securities from or
to Star Bank.
ACCOUNTANTS
Arthur Andersen LLP, 425 Walnut Street, Cincinnati, Ohio, is the independent
public accountant for the Fund.
LEGAL COUNSEL
Kirkpatrick & Lockhart LLP acts as counsel to the Trust.
OPTIONAL SHAREHOLDER SERVICES
Shareholders may receive cash payment of the dividends that their account
has earned during the month or have such dividends reinvested in additional
shares of the Fund. If such election is made, dividends will be mailed to the
shareholder or any other person designated by the
19
<PAGE> 30
shareholder. This option may be changed or terminated by written notice to the
Fund.
Shareholders may arrange for a fixed amount of money to be transferred on a
regular automatic basis from a bank or other depository account to their Fund
account. For additional information shareholders should contact the Fund or
their sales representative.
If an account has a value of at least $5,000 shareholders may elect to have
monthly or quarterly payments of a specified amount (but not less than $50)
mailed to themselves or another specified person. This option may be changed or
terminated at any time by written notice to the Fund. Because the Fund cannot
guarantee that payments will be made on the date specified, such payments should
not be used when receipt of the payment is time-sensitive.
These services may not be available as to Fund shares not held directly
with the Fund.
20
<PAGE> 31
Gradison U. S. Government Reserves
TOTAL RETURN FOR PERIODS ENDED SEPTEMBER 30, 1997
Average Annual Total Return
<TABLE>
<CAPTION>
10 Years 5 Years 3 Years 1 Year Quarter*
<S> <C> <C> <C> <C> <C>
U. S. Government Reserves +5.35% +4.05% +4.93% +4.85% +1.23%
Consumer Price Index +3.5% +2.7% +2.7% +2.3% +0.5%
</TABLE>
<TABLE>
<CAPTION>
U. S. Government Consumer Price
Year Cash Reserves Index
<S> <C> <C>
1997 4.92% + 1.7%
1996 4.78% + 3.3%
1995 5.26% + 2.6%
1994 + 3.46% + 2.7%
1993 + 2.49% + 2.7%
1992 + 3.33% + 2.9%
1991 + 5.48% + 3.1%
1990 + 7.64% + 6.1%
1989 + 8.78% + 4.6%
1988 + 7.07% + 4.4%
</TABLE>
The table above is intended to compare the total return results of the U. S.
Government Reserves with the Consumer Price Index which is widely considered as
a measure of inflation. Total returns reflect the reinvestment and compounding
of actual daily dividends and distributions for each period noted above. The
performance quoted above represents past performance. Future returns will
fluctuate. Past performance does not insure future results.
Gradison U. S. Government Reserves acquired all of the outstanding shares of
Gradison Cash Reserves (GCR), Gradison U. S. Government Trust, McDonald Money
Market Fund, Inc., and McDonald U. S. Government Money Market Fund, Inc. on
September 27, 1993. Returns prior to that date are those of GCR. In 1993 and
1994 certain fees were waived by the Adviser which increased returns.
An investment in the Fund is neither insured nor guaranteed by the U. S.
Government and there can be no assurance that the Fund will be able to maintain
a stable net asset value of $1.00 per share.
All income earned in 1997 was received from U. S. Government obligations that
are exempt from state and local taxes. In some of the periods noted above, GCR
invested in commercial paper and other securities that generally have a higher
yield than U. S. Government Obligations.
21
<PAGE> 32
For a copy of the prospectus please call your Investment Consultant at (513)
579-5000 or (800) 869-5666. The prospectus contains more complete information.
Read it carefully before you invest.
*Not annualized
Gradison Division of McDonald & Company Securities, Inc. - Distributor
GRADISON
Mutual Funds
22
<PAGE> 33
Sales Brochure
COVER PAGE
- ----------
MONEY MARKET
FUNDS
GRADISON MCDONALD
[GRAPHIC: COLLAGE OF CAMERA, PASSPORT, STAMPS, MAP, COMPASS, POSTCARDS AND "YOUR
FUTURE STARTS TODAY."]
U.S. GOVERNMENT RESERVES
MUNICIPAL CASH SERIES
OHIO MUNICIPAL CASH TRUST
23
<PAGE> 34
FAMILY OF MUTUAL FUNDS
MONEY MARKET
INTERMEDIATE OHIO TAX FREE
MUNICIPAL INCOME
INTERNATIONAL ESTABLISHED
VALUE
GOVERNMENT OPPORTUNITY
INCOME VALUE
GROWTH
& INCOME
24
<PAGE> 35
PAGE 1
- ------
[Graphic; collage of passport, stamps, map, and camera]
Whatever your goals or ASPIRATIONS.
Whatever your objective. One thing is certain.
An INVESTMENT made today brings
you that much closer to meeting that OBJECTIVE
and reaching that GOAL ...
whether it's buying a house, starting a family,
SAVING for a college education,
or planning for retirement. Hesitate and
time will pass you by.
Today, opening a MONEY MARKET account
is a FUNDAMENTAL step in starting a
savings and investment program.
And for a growing number of TODAY'S INVESTORS,
GRADISON-McDONALD is a preferred name among money market funds.
1-800-869-5999[Graphic of call for information logo.]
25
<PAGE> 36
PAGE 2
- ------
MONEY MARKET
FUND
GRADISON-McDONALD, RECOGNIZING THE BENEFITS
THAT MONEY MARKET FUNDS OFFERED THEIR
CLIENTS, BEGAN MANAGING ITS MONEY MARKET
FUND IN 1976. MONEY MARKET MUTUAL FUNDS
WERE ORIGINALLY VIEWED AS A CONVENIENT,
TEMPORARY LOCATION FOR CASH WHILE LONG-TERM
INVESTMENTS WERE CONSIDERED. THEY QUICKLY
BECAME A POPULAR VEHICLE FOR SAVINGS AND
CHECKING ASSETS AS PASSBOOK SAVING RATES
DECLINED AND THE COST OF MAINTAINING A
CHECKING ACCOUNT ROSE. TODAY, MONEY
MARKET FUNDS--WITH THEIR COMPETITIVE CURRENT
YIELDS AND HIGH LEVEL OF SERVICE--ARE A
FUNDAMENTAL ASPECT OF PERSONAL FINANCE AND
BUSINESS MANAGEMENT.
CHOOSE FROM THREE FUNDS
- -----------------------
U.S. GOVERNMENT RESERVES invests solely in U.S. Government and agency
securities. The Fund is managed by experienced Gradison-McDonald portfolio
managers.
MUNICIPAL CASH SERIES provides current income exempt from Federal regular income
tax.FN1 and is managed by Federated Advisers and available through
Gradison-McDonald.
OHIO MUNICIPAL CASH TRUST (CASH II SHARES) is a double tax-free money market
mutual fund for Ohio investors. The Fund seeks to provide money market income
exempt from both Federal regular FN1 and Ohio taxation and is also managed by
Federated Advisers and available through Gradison-McDonald.
26
<PAGE> 37
PAGE 3
- ------
[Graphic: Collage: Compass, postcards.]
Unlike checking and passbook accounts, an investment in the Funds is neither
insured nor guaranteed by the U.S. Government. There can be no assurance that
the Funds will maintain a stable net asset value of $1.00 per share.
LIQUIDITY
- ---------
Money market fund assets are as easily accessible as making a phone call or
writing a check. ATM access is also available for an additional fee through the
McDonald Relationship Account.
LOW MINIMUM INVESTMENT
- ----------------------
There is no minimum size account or minimum additional investment for money
market fund accounts maintained together with a Gradison-McDonald active
brokerage account.
Money market fund accounts maintained separately from an active brokerage
account must have an initial investment of $1,000 and minimum additional
investments of at least $50.
FN 1 A portion of the income will be subject to Alternative Minimum Taxation for
Taxpayers subject to such tax.
1-800-869-5999 [Graphic of call for information logo.]
27
<PAGE> 38
PAGE 4
- ------
FREE CHECK WRITING
- ------------------
Money market fund accounts offer free check writing for any check of $100 or
more. Checks of less than $100 are processed for a minimal fee of 30 cents per
check.
DAILY DIVIDENDS
- ---------------
Dividends are declared daily. You may also choose to have each month's dividends
paid to you.
EXCHANGES
- ---------
You can move money from the money market funds to any of the following
Gradison-McDonald funds at any time. The Gradison-McDonald funds currently
include
Opportunity Value Fund
Established Value Fund
Government Income Fund
Ohio Tax-Free Income Fund
Intermediate Municipal Income Fund
Gradison-McDonald funds planned for 1995 and sold by prospectus only include:
Growth & Income Fund
International Fund
ACCESS
- ------
You can redeem money market fund shares on any business day.
[Graphic: Passport and stamps.]
28
<PAGE> 39
INSIDE BACK COVER
- -----------------
A TRUSTED NAME
Gradison-McDonald
is headquartered in Cincinnati and has
managed mutual funds since 1976.
The parent company, McDonald & Company
Investments, was founded in 1924
and has been listed on the
New York Stock Exchange since 1983.
It operates a leading regional
investment advisory, investment banking,
and investment brokerage firm
with offices throughout
Ohio, Michigan and Indiana,
and in Atlanta, Boston, Dallas, Chicago,
Los Angeles, the New York City area
and Naples, Florida
1-800-869-5999 [Graphic of call for information logo.]
29
<PAGE> 40
BACK COVER
- ----------
[Graphic: Portable phone and envelopes]
To find out more about the
GRADISON-McDONALD
MONEY MARKET FUNDS
OR OTHER FUNDS IN THE FAMILY
CALL
----
1-800-869-5999
OR WRITE
Gradison-McDonald Mutual Funds
580 Walnut Street
Cincinnati, Ohio 45202
GRADISON-McDONALD
You may obtain a prospectus containing complete information about the money
market funds from a Gradison-McDonald Mutual Funds representative or your
Investment Consultant. Read it carefully before investing.
Federated Securities Corp. is the principal distributor for the shares of
Municipal Cash Series and Ohio Municipal Cash Trust (Cash II Shares). McDonald &
Company Securities, Inc. is the principal distributor for the shares of the
Gradison-McDonald U.S. Government Reserves.
McDonald & Company Securities Inc., acts as agent for clients investing in
Municipal Cash Series and Ohio Municipal Cash Trust (Cash II Shares) and does
not act as investment adviser for the those funds. Checking redemptions for
these funds is provided by Gradison-McDonald through Star Bank, N.A.
30
<PAGE> 41
[Fact Sheet]
[GRAPHIC: Logo]
GRADISON
MUTUAL Funds
U. S.
Government
Reserves
U. S. Government Reserves is a money market mutual fund designed to provide
investors with current money market yields by investing exclusively in
securities issued by the U. S. Government or its agencies or instrumentalities,
and in repurchase agreements for such securities.
The Fund is used by individuals, institutions and corporations as a short-term
investment with convenient daily liquidity. Investors and retirement plan
participants make use of the Fund as a temporary depository for assets between
longer-term investment decisions.
U. S. Government Reserves offers high levels of service including checkwriting,
wire transfers, daily sweeps with brokerage accounts, monthly statements that
include check payee names, and telephone redemption privileges. Additional
services, including a debit card with ATM access, are available for an
additional fee through the optional "Relationship Account".
Symbol: GMUXX
AVERAGE ANNUAL TOTAL RETURN Periods Ended 9/30/97
<TABLE>
<CAPTION>
Quarter* One Year Three Years Five Years Ten Years
<S> <C> <C> <C> <C>
+1.23% +4.85% +4.93% +4.05% +5.35%
<FN>
*Not annualized
</TABLE>
Bar Chart stating "Annual Return of U. S. Government Reserves" with these plot
points 1976 - 5.26%*; 1977 - 5.00%; 1978 - 6.88%; 1979 - 10.18%; 1980 - 11.60%;
1981 - 16.95%; 1982 - 12.32%; 1983 - 8.54%; 1984 - 10.09%; 1985 - 7.78%; 1986 -
6.28%; 1987 - 6.03%; 1988 - 7.07%; 1989 - 8.78%; 1890 - 7.64%; 1991 - 5.48%;
1992 - 3.33%; 1993 - 2.49%; 1994 - 3.46%; 1995 - 5.26%; 9/30/97* - 4.85%.
Line Chart stating "Annual Percent of Change in the Consumer Price Index" with
these plot points 1976 - 6.12%; 1977 - 6.38%; 1978 - 6.48%; 1979 - 10.22%; 1980
- - 14.69%; 1981 - 10.55%; 1982 - 6.79%; 1983 - 3.64%; 1984 -
31
<PAGE> 42
4.74%; 1985 - 3.74%; 1986 - 2.26%; 1987 - 3.03%; 1988 - 3.90%; 1989 - 4.97%;
1989 - 4.97%; 1990 - 5.25%; 1991 - 4.89%; 1992 - 3.19%; 1993 - 3.09%; 1994 -
2.51%; 1995 - 2.85%; September 30, 1997 - 2.2%.
The performance quoted on this document and any attachment represents past
performance. Future returns will fluctuate. Total return includes reinvestment
of all distributions. Past performance does not ensure future results. Returns
prior to September 27, 1993, are those of Gradison Cash Reserves, a predecessor
money market fund which invested in non-government obligations, the yields of
which generally exceed the yields of government obligations.
An investment in the Fund is neither insured nor guaranteed by the U. S.
Government and there can be no assurance that it will be able to maintain a
stable net asset value of $1.00 per share.
WHERE THE FUND IS INVESTED
The information below is as of September 30, 1997, and is subject to change in
the future.
$ 1.61 Billion [Graphic: Pie Chart
Net Assets as of 9/30/97 Federal Home Loan Banks 57%
Federal Farm Credit Bank 33%
Student Loan
Marketing Association 9%
Tennessee Valley Authority 1%]
September 30, 1997
GRAPHIC: Photo of Woman
PORTFOLIO MANAGER PROFILES
[Graphic: Photo C. Stephen Wesselkamper]
C. Stephen Wesselkamper
First Vice President/Portfolio Manager
Gradison McDonald Asset Management
With more than 18 years financial analysis and portfolio management experience,
the last 13 with Gradison, Stephen Wesselkamper carries primary responsibility
for short-term fixed income management on the Gradison McDonald Asset Management
team. In addition to his responsibilities as portfolio manager of U. S.
Government Reserves, Steve is also involved with the Government Income Fund. A
magna cum laude graduate of the University of Cincinnati, Steve holds an MBA
from Xavier University.
32
<PAGE> 43
[Graphic: Photo of Paul J. Weston]
Paul J. Weston
Executive Vice President
Gradison McDonald Asset Management
With more than 25 years of investment experience with Gradison, Paul Weston has
been involved with both the portfolio management and administration of U. S.
Government Reserves for more than 15 years. Paul has, for a number of years,
served on several industry wide committees. His educational background includes
Bowdoin College, Western Reserve University, and the Wharton School of Finance
and Commerce.
PROFILE OF GRADISON MUTUAL FUNDS
Gradison mutual Funds is a division of McDonald & Company, a leading regional
investment firm which acquired Gradison in 1991. As a registered investment
advisor since 1974 and mutual fund advisors since 1976, Gradison currently
manages in excess of $4 billion in Gradison Mutual Funds and individually
managed accounts.
A prospectus for U. S. Government Reserves or any other Gradison Mutual Fund may
be obtained by calling 513/579-5700 or 800/869-5999. The prospectus contains
more complete information. Read it carefully before you invest.
McDonald & Company Securities, Inc. - Distributor
GMFS 1059 - GMU 9/97
[GRAPHIC: Photo of a Man and two Women]
International Fund
Opportunity Value Fund
Growth & Income Fund
Established Value Fund
Ohio Tax-Free Income Fund
Government Income Fund
Money Market Funds
GRAPHIC: Logo
Gradison
Mutual Funds
33
<PAGE> 44
<TABLE>
<CAPTION>
PORTFOLIO OF INVESTMENTS
Maturity, Interest Principal Maturity, Interest Principal
Coupon Rate Rate (1) Amount Value Coupon Rate Rate (1) Amount Value
Federal Farm Credit Banks,
Discount Notes - 6.78% Federal Farm Credit Banks,
Floating Rate Master Note (2) - 6.17%
<S> <C> <C> <C> <C> <C> <C> <C>
10/02/97 5.41% $ 26,575,000 $ 26,571,010 10/16/97 5.44 $105,000,000 $105,000,000
10/10/97 5.38 10,000,000 9,986,550 -------------
10/16/97 5.38 10,000,000 9,977,583
10/17/97 5.40 69,010,000 68,844,296 Federal Home Loan Banks,
------------- Discount Notes - 33.73%
115,379,439
------------- 10/01/97 5.43 178,500,000 178,500,000
10/03/97 5.40 35,070,000 35,059,479
Federal Farm Credit Banks, 10/09/97 5.61 25,000,000 24,968,861
Bonds - 2.33% 10/15/97 5.61 10,345,000 10,322,451
10/17/97 5.38 90,300,000 90,084,046
3/03/98, 5.45% 5.62% 14,625,000 14,614,142 10/22/97 5.44 40,000,000 39,873,067
9/02/98, 5.70 5.75 25,000,000 24,988,487 10/23/97 5.61 21,790,000 21,715,290
------------- 10/29/97 5.45 50,000,000 49,788,172
39,602,629 10/30/97 5.63 50,000,000 49,773,135
------------- 10/31/97 5.40 25,000,000 24,887,562
12/26/97 5.43 25,000,000 24,675,649
Federal Farm Credit Banks, 3/09/98 5.46 25,000,000 24,397,125
Floating Rate Notes (2) -17.62% -------------
574,044,837
2/03/98 5.53% 50,000,000 49,993,452 -------------
2/20/98 5.55 50,000,000 49,986,689
7/01/98 5.46 50,000,000 49,970,770
7/01/98 5.52 50,000,000 49,970,796 ----------------------------------------------------------------
8/11/98 5.52 50,000,000 49,966,449
10/01/98 5.44 50,000,000 49,963,000
-------------
299,851,156
-------------
- ----------------------------------------------------------------
</TABLE>
3
<PAGE> 45
<TABLE>
<CAPTION>
U.S. GOVERNMENT RESERVES
- ---------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS - Continued
September 30, 1997
Maturity, Interest Principal Maturity, Interest Principal
Coupon Rate Rate (1) Amount Value Coupon Rate Rate (1) Amount Value
Federal Home Loan Banks, Student Loan Marketing Association,
Bonds - 13.91% Bonds - 5.81%
<S> <C> <C> <C> <C> <C> <C> <C>
1/07/98, 5.65 % 5.80 $ 20,800,000 $ 20,791,572 12/19/97, 5.44 % 5.56 $ 25,000,000 $ 24,993,767
3/18/98, 5.875 5.84 14,290,000 14,289,631 12/24/97, 5.62 5.62 13,605,000 13,605,000
6/16/98, 5.82 5.84 45,000,000 44,990,734 6/10/98, 5.85 5.87 18,685,000 18,682,399
7/08/98, 5.76 5.75 20,000,000 20,002,000 9/09/98, 5.78 5.85 25,000,000 24,984,249
8/28/98, 5.82 5.79 100,000,000 100,003,582 9/16/98, 5.79 5.86 16,650,000 16,639,005
9/08/98, 5.73 5.82 25,000,000 24,979,855 -------------
9/30/98, 5.74 5.77 11,725,000 11,721,609 98,904,420
------------- -------------
236,778,983
------------- Student Loan Marketing Association,
Floating Rate Notes (2) - 2.35%
Federal Home Loan Banks,
Floating Rate Notes (2) - 8.81% 10/30/97 5.41 20,000,000 20,002,830
11/24/97 5.23 20,000,000 20,000,000
3/06/98 5.48% 50,000,000 49,985,223 -------------
7/07/98 5.43 50,000,000 49,966,092 40,002,830
9/30/98 5.46 50,000,000 49,956,061 -------------
-------------
149,907,376 Tennessee Valley Authority,
------------- Discount Note - 1.31%
Student Loan Marketing Association, 10/15/97 5.36 22,400,000 22,353,308
Discount Note - 1.18% -------------
10/01/97 6.00 20,000,000 20,000,000
------------- TOTAL INVESTMENTS,
at value (Cost $ 1,701,824,978) - 100% $1,701,824,978
==============
- ----------------------------------------------------------------
----------------------------------------------------------------
<FN>
(1) The interest rates disclosed in the portfolio of investments are as follows:
- U.S. Government Agency discount notes - the discount rate at the time of purchase;
- U.S. Government Agency bonds - the yield to maturity at the time of purchase;
- U.S. Government Agency floating rate notes - the current coupon rate;
(2) For regulatory purposes, the maturity date of floating rate securities with
market prices that approximate par is considered to be the date upon which
the next readjustment of the interest rate can occur.
</TABLE>
4
See accompanying notes to financial statements.
<PAGE> 46
<TABLE>
<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES
- ---------------------------------------------------------------------------------------------------------------------------
9/30/97
<S> <C>
ASSETS
Investments in securities, at value (Note 1) (Cost $1,701,824,978) $1,701,824,978
Interest receivable 8,396,410
Prepaid expenses and other assets 1,352,071
-------------
TOTAL ASSETS $1,711,573,459
=============
LIABILITIES
Payable for investments purchased 99,751,172
Payable for Fund shares redeemed 278,782
Accrued investment advisory fee (Note 2) 578,668
Dividend payable 430,507
Other accrued expenses payable to adviser (Note 2) 342,137
Other accrued expenses and liabilities 134,058
-------------
TOTAL LIABILITIES 101,515,324
-------------
NET ASSETS
Equivalent to $1.00 per share on 1,610,058,135 outstanding shares (Note 1)
($.01 par value - unlimited number of shares authorized) $1,610,058,135
=============
- -------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 47
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
- ---------------------------------------------------------------------------------------------------------------------------
Year Ended 9/30/97
<S> <C> <C>
Interest income $85,542,547
Expenses:
Investment advisory fees (Note 2) $ 6,956,236
Transfer agency fees (Note 2) 2,238,584
Distribution (Note 2) 1,550,945
Accounting services fees (Note 2) 169,804
Custodian fees (Note 1) 154,803
Printing 152,522
Registration fees 119,303
Professional fees 45,758
ICI fees (Note 2) 44,637
Amortization of organization expense (Note 1) 3,187
Other 12,185
----------
GROSS EXPENSES 11,447,964
LESS EARNINGS CREDITS ON CASH BALANCES (NOTE 1) (154,803)
----------
NET EXPENSES 11,293,161
----------
NET INVESTMENT INCOME $74,249,386
==========
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
6
See accompanying notes to financial statements.
<PAGE> 48
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------------------------------------------
Year Ended
-----------------------------
9/30/97 9/30/96
<S> <C>
FROM NET INVESTMENT INCOME $ 74,249,386 $ 63,488,295
------------- -------------
FROM DIVIDENDS TO SHAREHOLDERS (74,249,386) (63,488,295)
------------- -------------
FROM FUND SHARE TRANSACTIONS:
(at a constant net asset value of $1.00 per share)
Proceeds from shares sold 7,808,119,094 5,411,348,184
Net asset value of shares issued in reinvestment of dividends 73,390,308 63,488,295
Payments for shares redeemed (7,604,514,450) (5,365,902,757)
------------- -------------
Increase in net assets from Fund share transactions 276,994,952 108,933,722
------------- -------------
TOTAL INCREASE IN NET ASSETS 276,994,952 108,933,722
NET ASSETS:
Beginning of year 1,333,063,183 1,224,129,461
------------- -------------
End of year $1,610,058,135 $1,333,063,183
============= =============
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
7
See accompanying notes to financial statements.
<PAGE> 49
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
September 30, 1997
NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES
Gradison McDonald Cash Reserves Trust (the Trust) is a no-load, diversified,
open-end management investment company registered under the Investment Company
Act of 1940 (the Act), as amended. Effective with the start of business on
September 27, 1993 (the Reorganization Date) all of the outstanding shares of
the Gradison Cash Reserves (GCR) series of the Trust, Gradison U.S. Government
Trust, McDonald Money Market Fund, Inc., and McDonald U.S. Government Money
Market Fund, Inc. were acquired by a new series of the Trust, Gradison U.S.
Government Reserves (the Fund).
The Fund's investment objective is to maximize current income to the extent
consistent with the preservation of capital and the maintenance of liquidity.
The following is a summary of significant accounting policies followed by the
Trust in the preparation of the Fund's financial statements. The policies are in
conformity with generally accepted accounting principles. The preparation of
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amount of income and expenses for that
period. Actual results could differ from those estimates.
SECURITIES VALUATION
Investments are valued using the amortized cost method which approximates market
value. This involves initially valuing a security at its original cost and
thereafter assuming a constant amortization to maturity of any discount or
premium. This method of valuation is expected to enable the Fund to maintain a
constant net asset value per share, but there can be no assurance that this will
be the case.
SECURITIES TRANSACTIONS AND
INTEREST INCOME
Securities transactions are accounted for on the trade date (the date the order
to buy or sell is executed). Interest income is accrued as earned and includes
any immaterial gains or losses realized from securities transactions during the
year.
FUND SHARE VALUATION AND
DIVIDENDS TO SHAREHOLDERS
Fund shares are sold and redeemed on a continuing basis at the net asset value
per share. The net asset value per share is computed by dividing the net asset
value of the Fund (total assets less total liabilities) by the number of shares
outstanding. All of the net investment income of the Fund is declared as a
dividend daily and paid monthly. Net investment income consists of all interest
income accrued on the portfolio securities of the Fund, plus or minus amortized
purchase discount or premium, less accrued expenses. Share purchases effective
before 12:00 noon (Eastern time) earn dividends that day. Redemption requests
received before 12:00 noon will not receive that day's dividend.
EXPENSE OFFSET ARRANGEMENT
The Fund has an arrangement with its custodian bank whereby the custodian's fees
are reduced by credits earned on the Fund's cash on deposit with the bank. This
deposit arrangement is an alternative to overnight investments. The credits are
shown as a reduction of expenses on the Statement of Operations.
TAXES
It is the Trust's policy to comply with the provisions of the Internal Revenue
Code applicable to regulated investment companies. As provided therein, in any
fiscal year in which the Trust so qualifies, and distributes at least 90% of its
taxable net income, the Trust will be relieved of federal income tax on the
income distributed. Accordingly, no provision for income taxes has been made.
In order to avoid imposition of the excise tax applicable to regulated
investment companies, it is also the Trust's intention to declare as dividends
in each calendar year, at least 98% of its net investment income (earned during
the calendar year) and 98% of its net realized capital gains, if any (earned
during the twelve months ended October 31) plus undistributed amounts from prior
years.
The tax basis of investments is equal to the amortized cost as shown on the
Portfolio of Investments.
8
<PAGE> 50
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
September 30, 1997
NOTE 2 -- TRANSACTIONS WITH AFFILIATES
The Fund's investments are managed, subject to the general supervision and
control of the Trust's Board of Trustees, by McDonald & Company Securities, Inc.
(McDonald), a registered investment adviser and securities dealer, pursuant to
the terms of an Investment Advisory Agreement (the Agreement). Under the terms
of the Agreement, the Trust pays McDonald a fee computed and accrued daily and
paid monthly based upon the Fund's average daily net assets at the annual rate
of .50% on the first $400 million, .45% on the next $600 million, .40% on the
next $1 billion and .35% on any amounts in excess of $2 billion.
Under the terms of the Agreement, McDonald bears the costs of salaries and
related expenses of executive officers of the Trust who are necessary for the
management and operations of the Trust. In addition, McDonald bears the costs of
preparing, printing and mailing sales literature and other advertising
materials, and compensates the Trust's trustees who are affiliated with
McDonald.
Under the terms of a Transfer Agency, Accounting Services and Administrative
Services Agreement, McDonald provides transfer agent, dividend disbursing,
accounting services and administrative services to the Trust. The Trust pays
McDonald a monthly fee for transfer agency and administrative services at an
annual rate of $23.50 per shareholder non-zero balance account, and, effective
July 1997, $5.00 per closed shareholder account, as defined, plus out-of-pocket
costs for statement paper, statement and reply envelopes and reply postage.
Prior to July 1997, there was no charge for closed shareholder accounts. The
Trust pays McDonald a monthly fee for accounting services based on the Fund's
average daily net assets at an annual rate of .015% on the first $400 million,
.0125% on the next $300 million, .01% on the next $300 million and .0075% on any
amount in excess of $1 billion, with a minimum annual fee of $25,000.
Under the terms of a Distribution Service Plan adopted under Rule 12b-1 of the
Act, the Trust has entered into an agreement with McDonald pursuant to which the
Trust pays McDonald a service fee in the annual amount of .10% of the Fund's
average daily net assets.
The officers of the Trust are also officers of McDonald.
Each trustee of the Trust who is not affiliated with McDonald receives fees from
the Trust for services as a trustee. The amounts of such fees for each trustee
are as follows: (a) an annual fee of $6,000 payable in quarterly installments
for service during each fiscal quarter, (b) $500 for each Board of Trustees
meeting attended and (c) $300 for each committee meeting attended.
9
<PAGE> 51
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
[ARTHUR ANDERSEN LOGO]
To the Shareholders and Board of Trustees
of the Gradison U.S. Government Reserves series of
the Gradison McDonald Cash Reserves Trust
We have audited the accompanying statement of assets and liabilities of the
Gradison U.S. Government Reserves, a series of the Gradison McDonald Cash
Reserves Trust (a Massachusetts business trust), including the portfolio of
investments, as of September 30, 1997, the related statement of operations for
the year then ended, and the statements of changes in net assets for the two
years then ended, and the financial highlights for each of the five years in the
year then ended. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free from material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
September 30, 1997, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Gradison U.S. Government Reserves series of the Gradison McDonald Cash
Reserves Trust as of September 30, 1997, the results of its operations for the
year then ended, the changes in its net assets for the two years then ended, and
the financial highlights for each of the five years in the year then ended, in
conformity with generally accepted accounting principles.
/s/ Arthur Andersen LLP
Cincinnati,Ohio,
October 24, 1997
10
<PAGE> 52
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a)(1) Financial Statements (included in the Prospectus):
Financial Highlights
(a)(2) Financial Statements (included in the Statement of Additional
Information):
Report of Independent Accountant
Portfolio of Investments at September 30, 1997
Statements of Assets and Liabilities at September 30, l997
Statement of Operations for the year ended September 30, 1997
Statement of Changes in Net Assets for the two years ended
September 30, 1996 and September 30, 1997
Notes to Financial Statements
(b) Exhibits
(1) Registrant's Declaration of Trust, as amended October 25,
l993. (Included herein)
(2) Registrant's By-Laws (included herein).
(3) None.
(4) None.
(5) Investment Advisory Agreement dated September 24, 1993
(included herein).
(6) See Exhibit 15 (b).
(7) None.
(8) Custodian Agreement (included herein).
(9) Transfer Agency, Accounting Services, and Administrative
Services Agreement dated September 24, 1993 (included
herein).
(10) Opinion of Counsel (included herein).
(11) Consent of Arthur Andersen LLP (included herein).
(12) None.
(13) None.
(14) Individual Retirement Account Plan Booklet(included herein).
(15)(a) Distribution Service Plan dated September 24, 1993 (included
herein).
(b) Distribution Agreement between Trust and Adviser dated
September 24, 1993(included herein).
(16) Schedule of Yield Computation(included herein).
(24) Powers of Attorney of Theodore Emmerich, Richard
Rankin, Jerome Schnee, Bradley E. Turner, Daniel J.
Castellini, Patricia Jamieson, and Donald Weston.
(included herein).
C-1
<PAGE> 53
Item 26. Number of Holders of Securities
Number of Record Holders
Title of Class as of January, 1, 1998
-------------- ----------------------
Shares of beneficial interest, par value
$.01 per share, of the Registrant:
Gradison U.S. Government Reserves 101,111
Item 27. INDEMNIFICATION
Reference is made to Article V of the Declaration of trust of the
Registrant, filed as Exhibit 1 to this Registration Statement. Officers and
Trustees of Registrant are insured against liability by reasons of acts, errors,
or omissions in such capacities.
Item 28. Business and Other Connections of Investment Adviser
Reference is made to the captions "Management of the Fund" in the
Prospectus that is Part A of this Registration Statement and "Trustees and
Officers of the Trust" in the Statement of Additional Information that is Part B
of this Registration Statement and to Item 29(b) of this Part C of the
Registration Statement.
Item 29. Principal Underwriters
(a) The principal underwriter of the Registrant is McDonald & Company
Securities, Inc., which also serves as the principal underwriter and
investment adviser for Gradison U.S. Government Trust, Gradison Growth
Trust, Gradison Custodian Trust, and the Gradison-McDonald Municipal
Custodian Trust.
(b) Information pertaining to its directors and officers is contained in
the following table.
Principal Positions and
Positions and Offices Business Offices with
Name With Underwriter Address Registrant
- ---- --------------------- --------- --------------
Daniel F. Austin Director, Vice 800 Superior Avenue None
Chairman Cleveland Ohio 44114
Jack N. Aydin Director, Managing One Evertrust Plaza None
Director Jersey City, NJ 07302
Eugene H. Bosart, Director, Senior 260 East Brown Street None
III Managing Director Birmingham, MI 48009
Thomas G. Clevidence Director, Senior 800 Superior Avenue None
Managing Director Cleveland, OH 44114
C-2
<PAGE> 54
Robert Clutterbuck Director, President 800 Superior Avenue None
Chief Operating Cleveland, OH 44114
Officer,
Leonard J. DeRoma Director, Senior 800 Superior Avenue None
Managing Director Cleveland, Ohio 44114
Ralph M. Della Ratta Director, Senior 800 Superior Avenue None
Jr. Managing Director Cleveland, Ohio 44114
Dennis J. Donnelly Director, Senior 800 Superior Avenue None
Managing Director Cleveland, OH 44114
David W. Ellis, III Director, and 580 Walnut Street None
Managing Director Cincinnati, OH 45202
(Gradison Division)
Patricia J. Jamieson Secretary/Treasurer 800 Superior Avenue Treasurer
Chief Financial Cleveland, OH 44114 Chief
Officer, Senior Financial
Managing Director Officer
David W. Knall Director, Senior One American Square None
Managing Director Indianapolis, IN 46282
Thomas M. McDonald Director, Senior 800 Superior Avenue None
Managing Director, Cleveland, OH 44114
John F. O'Brien Director, Senior 800 Superior Avenue None
Managing Director Cleveland, OH 44114
Lawrence T. Oakar Director, 800 Superior Avenue None
Managing Director Cleveland, OH 44114
James C. Redinger Director, Senior 800 Superior Avenue None
Managing Director Cleveland, OH 44114
William Summers, Jr. Director, Chairman 800 Superior Avenue None
Chief Executive Cleveland, OH 44114
Officer
David D. Sutcliffe Director, 800 Superior Avenue None
Managing Director Cleveland, OH 44114
Bradley E. Turner Director, Senior 580 Walnut Street President
Managing Director Cincinnati, Ohio 45202
Item 30. Location of Accounts and Records
Registrant undertakes to provide without cost a copy of its most recent annual
report upon request.
C-3
<PAGE> 55
All accounts, books and documents required to be maintained by the Registrant
pursuant to Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1
through 31(a) thereunder are maintained at the offices of the Registrant, 580
Walnut Street, Cincinnati, Ohio 45202, except as indicated below opposite the
applicable reference the aforesaid Rules.
Rules In Possession of:
----- -----------------
31a-1(b)(1), 31a-1(b)(2)(i)(a)-(f), Star Bank, N.A.
31a-1(b)(2)(ii), 31a-1(b)(5) and Star Bank Center
31a-1(b)(8) Cincinnati,
Ohio 45202
Item 31. Management Services
Not applicable.
Item 32. Undertakings
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction, the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
C-4
<PAGE> 56
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cincinnati and State of Ohio on the 27th day of
January, 1998.
GRADISON-McDONALD CASH RESERVES TRUST
By BRADLEY E. TURNER*
------------------
Bradley E. Turner, President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
Registrant hereby certifies that this Amendment to Registration
Statement meets all of the requirements for effectiveness pursuant to paragraph
(b) of Rule 485.
Signature Title Date
--------- ----- ----
*DONALD E. WESTON Chairman of the Board January 27, 1998
(Principal Executive
Officer and Trustee)
*DANIEL J. CASTELLINI Trustee "
*THEODORE EMMERICH Trustee "
*RICHARD RANKIN Trustee "
*JEROME SCHNEE Trustee "
*BRADLEY E. TURNER President "
*PATRICIA JAMIESON Treasurer "
(Principal Financial and
Accounting Officer)
*By RICHARD M. WACHTERMAN
----------------------
Richard M. Wachterman, Attorney-in-fact
S-1
<PAGE> 57
Exhibit List
Exhibit Number Description
- -------------- -----------
(1) Registrant's Declaration of Trust, as amended October 25, 1993.
(2) Registrant's By-Laws.
(5) Investment Advisory Agreement dated September 24, 1993.
(8) Custodian Agreement.
(9) Transfer Agency, Accounting Services, and Administrative
Services Agreement dated September 24, 1993.
(10) Opinion of Counsel.
(11) Consent of Arthur Andersen LLP.
(14) Individual Retirement Account Plan Booklet.
(15)(a) Distribution Service Plan dated September 24, 1993.
(b) Distribution Agreement dated September 24, 1993.
(16) Schedule of Yield Computation.
(24) Powers of Attorney of Theodore Emmerich, Richard
Rankin, Jerome Schnee, Bradley E. Turner, Daniel J.
Castellini, Patricia Jamieson, and Donald Weston.
<PAGE> 1
Exhibit 1
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
GRADISON-McDONALD CASH RESERVES TRUST
This Amended and Restated DECLARATION OF TRUST of Gradison McDonald
Cash Reserves Trust is made the 25th day of October 1993 by the parties
signatory hereto, as trustees (such persons, so long as they shall continue in
office in accordance with the terms of this Declaration of Trust, and all other
persons who at the time in question have been duly elected or appointed as
trustees in accordance with the provisions of this Declaration of Trust and are
then in office, being hereinafter called the "Trustees").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Trustees desire to form a trust fund under the law of
the Commonwealth of Massachusetts for the purpose of succeeding to the business
of Gradison Cash Reserves, Inc., a Maryland corporation, and for the investment
and reinvestment of funds contributed thereto; and
WHEREAS, it is proposed that the beneficial interest in the trust
assets be divided into transferable shares of beneficial interest as hereinafter
provided;
NOW, THEREFORE, the Trustees hereby declare that they will hold in
trust all money and property contributed to the trust fund to manage and dispose
of the same for the benefit of the holders from time to time of the shares of
beneficial interest issued hereunder and subject to the provisions hereof, to
wit:
<PAGE> 2
ARTICLE I
THE TRUST
---------
1.1 NAME. The name of the Trust created hereby (the "Trust") shall be
"Gradison-McDonald Cash Reserves Trust", and so far as may be practicable the
Trustees shall conduct the Trust's activities, execute all documents and sue or
be sued under that name, which name (and the word "Trust" wherever hereinafter
used) shall refer to the Trustees as Trustees, and not individually, and shall
not refer to the officers, agents, employees or shareholders of the Trust.
Should the Trustees determine that the use of such name is not advisable, they
may use such other name for the Trust as they deem proper and the Trust may hold
its property and conduct its activities under such other name.
1.2 DEFINITIONS. As used in this Declaration, the following terms
shall have the following meanings:
The terms "AFFILIATED PERSON", "ASSIGNMENT", "COMMISSION",
"INTERESTED PERSON" and "MAJORITY SHAREHOLDER VOTE" (the 67% or 50% requirement
of the third sentence of Section 2(a)(42) of the Investment Company Act of 1940,
whichever may be applicable) shall have the meanings given them in said Act, as
amended from time to time.
"DECLARATION" shall mean this Declaration of Trust as amended from
time to time. References in this Declaration to "DECLARATION", "HEREOF",
"HEREIN" and "HEREUNDER" shall be deemed to refer to the Declaration rather than
the article or section in which such words appear.
<PAGE> 3
"INVESTMENT RESTRICTIONS" shall mean the restrictions and policies
set forth in the Prospectus and designated as those which may not be changed
without Majority Shareholder Vote.
"PERSON" shall mean and include individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities, whether
or not legal entities, and governments and agencies and political subdivisions
thereof.
"PROSPECTUS" shall mean the currently effective Prospectus of the
Trust under the Securities Act of 1933, as amended.
"SHAREHOLDERS" shall mean as of any particular time all holders of
record of outstanding Shares at such time.
"SHARES" shall mean one class of transferable units of interest into
which the beneficial interest in the Trust shall be divided from time to time
and shall include fractions of Shares as well as whole Shares and Shares issued
in series ("Series") or in classes of Series ("Classes") as each may be
authorized by the Trustees from time to time.
"TRUSTEES" shall mean the signatories to this Declaration, so long as
they shall continue in office in accordance with the terms hereof, and all other
persons who at the time in question have been duly elected or appointed and have
qualified as trustees in accordance with the provisions hereof and are then in
office, and reference in this Declaration to a Trustee or Trustees shall refer
to such person or persons in their capacity as Trustees hereunder.
<PAGE> 4
"Trust Property" shall mean as of any particular time any and all
property, real or personal, tangible or intangible, which at such time is owned
or held by or for the account of the Trust or the Trustees.
The "1940 Act" refers to the Investment Company Act of 1940, as amended
from time to time, and the rules and regulations issued thereunder.
<PAGE> 5
ARTICLE II
TRUSTEES
--------
2.1 NUMBER AND QUALIFICATION. The number of Trustees shall be fixed
from time to time by written instrument signed by a majority of the Trustees
then in office, provided, however, that the number of Trustees shall in no event
be less than three nor more than fifteen. Any vacancy created by an increase in
Trustees may be filled by the appointment of an individual having the
qualifications described in this Article made by a written instrument signed by
a majority of the Trustees then in office. Any such appointment shall not become
effective, however, until the individual named in the written instrument of
appointment shall have accepted in writing such appointment and agreed in
writing to be bound by the terms of this Declaration. No reduction in the number
of Trustees shall have the effect of removing any Trustee from office prior to
the expiration of his term. Whenever a vacancy in the number of Trustees shall
occur, until such vacancy is filled as provided in Section 2.4 hereof, the
Trustees in office, regardless of their number, shall have all the powers
granted to the Trustees and shall discharge all the duties imposed upon the
Trustees by this Declaration. A Trustee shall be an individual at least 21 years
of age who is not under legal disability.
2.2 TERM AND ELECTION. Each Trustee named herein shall (except in the
event of resignations or removals or vacancies pursuant to Section 2.3 or 2.4
hereof) hold office until his or her successor is elected and qualified.
Election of Trustees at a meeting of shareholders shall be by the affirmative
vote of the holders of a majority of the Shares present in person or by proxy.
The election of any Trustee (other than an individual who was serving as a
Trustee immediately prior thereto)
<PAGE> 6
shall not become effective unless and until such person shall have in writing
accepted his election and agreed to be bound by the terms of this Declaration.
Trustees may, but are not required to, own Shares.
2.3 RESIGNATION AND REMOVAL. Any Trustee may resign his trust
(without need for prior or subsequent accounting) by an instrument in writing
signed by him and delivered or mailed to the Chairman, if any, the President or
the Secretary and such resignation shall be effective upon such delivery, or at
a later date according to the terms of the instrument. Any Trustee
<PAGE> 7
may be removed (provided the aggregate number of Trustees after such removal
shall not be less than the number required by Section 2.1 hereof) with cause, by
the vote of two-thirds of the remaining Trustees. Upon the resignation or
removal of a Trustee, or his otherwise ceasing to be a Trustee, he shall execute
and deliver such documents as the remaining Trustees shall require for the
purpose of conveying to the Trust or the remaining Trustees any Trust Property
held in the name of the resigning or removed Trustee. Upon the incapacity or
death of any Trustee, his legal representative shall execute and deliver on his
behalf such documents as the remaining Trustees shall require as provided in the
preceding sentence.
2.4 VACANCIES. The term of office of a Trustee shall terminate and a
vacancy shall occur in the event of the death, resignation, bankruptcy,
adjudicated incompetence or other incapacity to perform the duties of the
office, or removal, of a Trustee. No such vacancy shall operate to annul this
Declaration or to revoke any existing agency created pursuant to the terms of
this Declaration. In the case of an existing vacancy (other than by reason of an
increase in the number of Trustees) the holders of a majority of the Shares
entitled to vote, acting at any meeting of Shareholders called for the purpose,
or a majority of the Trustees continuing in office acting by written instrument
or instruments, may fill such vacancy, and any Trustee so elected by the
Trustees shall hold office until his or her successor has been elected and has
qualified to serve as Trustee.
2.5 MEETINGS. Meetings of the Trustees shall be held from time to
time upon the call of the Chairman, if any, the President, the Secretary
<PAGE> 8
or a majority of the Board of Trustees. Regular meetings of the Trustees may be
held without call or notice at a time and place fixed by the ByLaws or by
resolution of the Trustees. Notice of any other meeting shall be mailed or
otherwise given not less than 72 hours before the meeting but may be waived in
writing by any Trustee either before or after such meeting. The attendance of a
Trustee at a meeting shall constitute a waiver of notice of such meeting except
where a Trustee attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting has not been lawfully
called or convened. The Trustees may act with or without a meeting. A quorum for
all meetings of the Trustees shall be a majority of the Trustees. If less than a
majority of the Trustees are present at any meeting, a majority of those present
may adjourn the meeting from time to time without further notice; and at such
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally notified. Unless
provided otherwise in this Declaration, any action of the Trustees may be taken
at a meeting by vote of a majority of the Trustees present (a quorum being
present) or without a meeting by written consent of a majority of the Trustees.
Such consents shall be filed with the records of the meetings of the Trustees
and shall be treated for all purposes as votes at the meeting. Any committee of
the Trustees, including an executive or audit committee, if any, may act with or
without a meeting. A quorum for all meetings of any such committee shall be a
majority of the members thereof. Unless provided otherwise in this Declaration,
any action of any such
<PAGE> 9
committee may be taken at a meeting by vote of a majority of the members present
(a quorum being present) or without a meeting by written consent of a majority
of the members. Such consents shall be filed with records of the meetings of
such committee and shall be treated for all purposes as votes at the meeting.
With respect to actions of the Trustees and any committee of the
Trustees, Trustees who are Interested Persons of the Trust within the meaning of
Section 1.2 hereof or otherwise interested in any action to be taken may be
counted for quorum purposes under this Section and shall be entitled to vote to
the extent permitted by the 1940 Act.
All or any one or more Trustees may participate in a meeting of the
Trustees or any committee thereof by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and participation in a meeting pursuant to such
communications system shall constitute presence in person at such meeting.
2.6 OFFICERS. The Trustees shall annually elect a President, a
Secretary and a Treasurer and may elect a Chairman and a Vice-Chairman. The
Trustees may authorize the Chairman, if any, or President to appoint such other
officers or agents with such powers as the Trustees may deem to be advisable.
The Chairman and Vice-Chairman shall be, and the President, Secretary, and
Treasurer may, but need not, be a Trustee.
2.7 BY-LAWS. The Trustees may adopt and from time to time amend or
repeal By-Laws for the conduct of the business of the Trust, except with
<PAGE> 10
respect to any provisions of the By-Laws which by law or under the Declaration
or the By-Laws require adoption, amendment or repeal by the Shareholders.
<PAGE> 11
ARTICLE III
POWER OF TRUSTEES
-----------------
3.1 GENERAL. The Trustees in all instances shall act as principals,
and are and shall be free from the control of the Shareholders. The Trustees
shall have exclusive and absolute control over the Trust Property and over the
business of the Trust to the same extent as if the Trustees were the sole owners
of the Trust Property and business in their own right, but with such powers of
delegation as may be permitted by this Declaration. The Trustees may perform
such acts as in their sole discretion are proper for conducting the business of
the Trust. The enumeration of any specific power herein shall not be construed
as limiting aforesaid power. Such powers of the Trustees may be exercised
without order of or resort to any court.
3.2 INVESTMENTS. The Trustees shall have power, subject to the
Investment Restrictions, to:
(a) conduct, operate and carry on the business of an investment
company; and
(b) subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise
deal in or dispose of securities or other assets or instruments to the extent
permitted by the Trust's Prospectuses and Statements of Additional Information
as such documents may be amended from time to time.
[The next page is 13.]
<PAGE> 12
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust, nor shall the Trustees he limited
by any law limiting the investments which may be made by fiduciaries.
3.3 Legal Title. Legal title to all the Trust Property shall be vested
in the Trustees as joint tenants except that the Trustees shall have power to
cause legal title to any Trust Property to be held by or in the name of one or
more of the Trustees, or in the name of the Trust, or in the name of any other
Person as nominee, on such terms as the Trustees may determine, provided that
the interest of the Trust therein is appropriately protected.
The right, title and interest of the Trustees in the Trust Property
shall vest automatically in each person who may hereafter become a Trustee upon
his due election and qualification. Upon the death, resignation, bankruptcy,
adjudicated incompetence, or other incapacity to perform the duties of the
office or removal of a Trustee he shall automatically cease to have any right,
title or interest in any of the Trust Property, and the right, title and
interest of such Trustee in the Trust Property shall vest automatically in the
remaining Trustees. Such vesting and cessation of title shall be effective
whether or not conveyancing documents have been executed and delivered.
3.4 Issuance and Repurchase of Securities. The Trustees shall have the
power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell,
reissue, dispose of, transfer, and otherwise deal in, Shares,
<PAGE> 13
including shares in fractional denominations, and, subject to the more detailed
provisions set forth in Articles VIII and IX, to apply to any such repurchase,
redemption, retirement, cancellation or acquisition of Shares any funds or
property of the Trust whether capital or surplus or otherwise, to the full
extent now or hereafter permitted by the laws of the Commonwealth of
Massachusetts governing business corporations.
3.5 Borrow Money. Subject to the Investment Restrictions, the Trustees
shall have power to borrow money or otherwise obtain credit and to secure the
same by hypothecating, mortgaging, pledging or otherwise subjecting as security
the assets of the Trust, including the lending of portfolio securities, and to
endorse, guarantee, or undertake the performance of any obligation, contract or
engagement of any other person, firm, association or corporation.
3.6 Delegation; Committees. The Trustees shall have power, consistent
with their continuing exclusive authority over the management of the Trust and
the Trust Property, to delegate from time to time to such of their number or to
officers, employees or agents of the Trust the doing of such things and the
execution of such instruments either in the name of the Trust or the names of
the Trustees or otherwise as the Trustees may deem expedient, to the same extent
as such delegation is permitted to directors of a Massachusetts business
corporation and not prohibited by the 1940 Act.
3.7 Collection and Payment. The Trustees shall have power to collect
all property due to the Trust; to pay all claims, including taxes,
<PAGE> 14
against the Trust Property; to prosecute, defend, compromise or abandon any
claims relating to the Trust Property; to foreclose any security interest
securing any obligations, by virtue of which any property is owed to the Trust;
and to enter into releases, agreements and other instruments.
3.8 Expenses. The Trustees shall have power to incur and pay any
expenses which in the opinion of the Trustees are necessary or incidental to
carry out any of the purposes of this Declaration, and to pay reasonable
compensation from the funds of the Trust to themselves as Trustees. The Trustees
shall fix the compensation of all officers, employees and Trustees. The Trustees
may pay themselves or any firm of which any of them may be a member or officer
such compensation for special services, including legal, underwriting,
syndicating and brokerage services, as they in good faith may deem reasonable
and may reimburse themselves for expenses reasonably incurred by them on behalf
of the Trust.
3.9 Miscellaneous Powers. The Trustees shall have the power to: (a)
employ or contract with such Persons as the Trustees may deem desirable for the
transaction of the business of the Trust; (b) enter into Joint ventures.
partnerships and any other combinations or associations; (c) purchase, and pay
for out of Trust Property, insurance policies insuring the Shareholders,
Trustees, officers, employees, agents, investment advisers, distributors,
selected dealers or independent contractors of the Trust against all claims
arising by reason of holding any such position or by reason of any action taken
or omitted by any such Person in such capacity, whether or not constituting
negligence, or whether or not the Trust would have the power to indemnify such
Person against such liability; (d) establish
<PAGE> 15
pension, profit-sharing, share purchase, and other retirement, incentive and
benefit plans for any Trustees, officers, employees and agents of the Trust; (e)
make donations, irrespective of benefit to the Trust, for charitable, religious,
educational, scientific, civic or similar purposes; (f) to the extent permitted
by law, indemnify any Person with whom the trust has dealings, including without
limitation its investment adviser, any distributor and selected dealers, to such
extent as the Trustees shall determine; (g) guarantee indebtedness or
contractual obligations of others; (h) determine and change the fiscal year of
the Trust and the method by which its accounts shall be kept; and (i) adopt a
seal for the Trust, but the absence of such seal, shall not impair the validity
of any instrument executed on behalf of the Trust.
3.10 Further Powers. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its branches
and maintain offices both within and without the Commonwealth of Massachusetts
in any and all states of the United States of America, in the District of
Columbia, and in any and all commonwealths, territories, dependencies, colonies,
possessions, agencies or instrumentalities of the United States of America and
of foreign governments, and to do all such other things and execute all such
instruments as they deem necessary, proper or desirable in order to promote the
interests of the Trust although such things are not herein specifically
mentioned. Any determination as to what is in the interests of the Trust made by
the Trustees in good faith shall be conclusive. In construing the provisions of
this Declaration, the presumption shall be in favor of a grant of power to the
Trustees. The Trustees will not be required to obtain any court order to deal
with the Trust Property.
<PAGE> 16
Article IV
Adviser and Distributor
4.1 Investment Adviser. Subject to a Majority Shareholder Vote,
Trustees may in their discretion from time to time enter into an investment
advisory or management contract whereby the other party to such contract shall
undertake to furnish the Trustees such management, investment advisory
statistical and research facilities and services, promotional activities and
such other faculties and services, if any, as the Trustees shall from time to
time consider desirable and all upon such terms and conditions as the Trustees
may in their discretion determine. Notwithstanding any provisions of this
Declaration, the Trustees may authorize such investment adviser (subject to such
general or specific instructions as the Trustees may from time to time adopt) to
effect purchases, sales, loans or exchanges of portfolio securities of the Trust
on behalf of the Trustees may authorize any officer, employee or Trustee to
effect such purchases, sales, loans or exchanges pursuant to recommendations of
such investment adviser (and all without further action by the Trustees). Any
such, purchases, sales, loans and exchanges shall be deemed to have been
authorized by all of the Trustees.
4.2 Distributor. The Trustees may in their discretion from
time to time enter into a contract providing for the sale of the Shares of the
Trust to net the Trust not less than the par value per share, whereby the Trust
may either agree to sell the Shares to the other party to the contract or
appoint such other party its sales agent for such Shares. In either
<PAGE> 17
case, the contract shall be on such terms and conditions as the Trustees may in
their discretion determine and as are not inconsistent with the provisions of
this Article IV or the By-Laws. Any such contract may also provide for the
repurchase or sale of shares of the Trust by such other party as principal or as
agent of the Trust and may provide that such other party may enter into selected
dealer agreements with registered securities dealers to further the purpose of
the distribution or repurchase of the Shares.
4.3 Parties to Contract. Any contract of the character described in
Section 4.1 and 4.2 of this Article IV or in Article VII hereof may be entered
into with any corporation, firm, trust or association, although one or more of
the Trustees or officers of the Trust may be an officer, director, Trustee,
shareholder, or member of such other party to the contract, and no such contract
shall be invalidated or rendered voidable by reason of the existence of any such
relationship, nor shall any person holding such relationship be liable merely by
reason of such relationship for any loss or expense to the Trust under or by
reason of said contract or accountable for any profit realized directly or
indirectly therefrom, provided that the contract when entered into was
reasonable and fair and not inconsistent with the provisions of this Article IV
or the By-Laws. The same person (including a firm, corporation, trust, or
association) may be the other party to contracts entered into pursuant to
Sections 4.1 and 4.2 above or Article VII, and any individual may be financially
interested or otherwise affiliated with persons who are parties to any or all of
the contracts mentioned in this Section 4.3.
<PAGE> 18
4.4 Provisions and Amendments. Any contract entered into pursuant to
Section 4.1 and 4.2 of this Article IV shall be consistent with and subject to
the requirements of Section 15 of the 1940 Act with respect to its continuance
in effect, its termination, and the method of authorization and approval of such
contract or renewal thereof, and no amendment to any contract entered into
pursuant to Section 4.1 shall be effective unless assented to by a Majority
Shareholder Vote.
<PAGE> 19
Article V
Limitation of Liability and Indemnification
5.1 No Personal Liability of Shareholders, Trustees, etc. No
Shareholder shall be subject to any personal liability whatsoever to any Person
in connection with Trust Property or the acts, obligations or affairs of the
Trust. The Trustees shall have no power to bind any Shareholder or to call upon
any Shareholder for the payment of any sum of money or assessment whatsoever
other than such as the Shareholder may at any time personally agree to pay by
way of subscription for any Shares or otherwise. Provided he has acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Trust, no Trustee, officer, employee or agent of the
Trust shall be subject to any personal liability whatsoever to the Trust, its
Shareholders or to any, officer, employee or agent thereof for any action or
failure to (including without limitation the failure to compel in any way any
acting Trustee to redress any breach of Trust) or to any other Person in
connection with Trust Property or the affairs of the Trust, but nothing
contained herein shall protect any Trustee, officer, employee or agent of the
Trust against any liability to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of his
duty to the Trust or to any Shareholder, Trustee, officer, employee, or agent
thereof or to any other such Person, and any ,Shareholder, Trustee, officer,
employee or agent of the Trust or any such Person shall look solely to the Trust
Property for satisfaction of claims of any nature in connection with the affairs
of the Trust. If any Shareholder,
<PAGE> 20
Trustee, officer, employee, or agent, as such, of the Trust, is made a party to
any suit or proceeding to enforce any such liability, he shall not on account
thereof, be held to any personal liability. The Trust shall indemnify and hold
each Shareholder harmless from and against all claims and liabilities, to which
such Shareholder may become subject by reason of his being or having been a
Shareholder, and shall reimburse such Shareholder for all legal and other
expenses reasonably incurred by him in connection with any such claim or
liability and shall, upon request, assume the defense of any claim made against
any shareholder for any act or obligation of the Trust and satisfy any Judgment
thereon. The rights accruing to a Shareholder under this Section 5.1 shall not
exclude any other right to which such Shareholder may be lawfully entitled, nor
shall anything herein contained restrict the right of the Trust to indemnify or
reimburse a Shareholder in any appropriate situation even though not
specifically provided herein.
5.2 Indemnification of Trustees, Officers, Employees or Agents of the
Trust. Subject to the exceptions and limitations contained in Section 5.3:
(a) every person who is, or has been, a Trustee, officer, employee or
agent of the Trust shall be indemnified by the Trust to the fullest extent now
or hereafter permitted by law against all liabilities and expenses reasonably
incurred or paid by him in connection with any claim, action, suit or proceeding
in which he becomes involved as a party or otherwise by virtue of his being or
having been a Trustee, officer, employee or agent of the Trust or serving or
having served, at the request of the Trust, as
<PAGE> 21
a director, officer, trustee, employee or agent of any corporation, partnership,
Joint venture, trust or other enterprise and against amounts paid or incurred by
him in the settlement thereof;
(b) the words 'claim," 'action," "suit' or 'proceeding' shall apply to
all claims, actions, suits or proceedings (civil, criminal or other, including
appeals), actual or threatened, including claims, actions, suits or proceedings
by or in the right of the Trust to procure a judgment in its favor; and the
words "liability" and 'expenses" shall include attorneys' fees, costs,
judgments, amounts paid in settlement, fines, penalties and reasonable expenses
actually incurred in connection with the proceeding.
5.3 Exceptions and Limitations to Indemnification. No indemnification
shall be provided hereunder to a Trustee, officer, employee or agent of the
Trust:
(a) against any liability to the Trust or its Shareholders, whether or
not there is an adjudication of liability, arising by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of his duties
involved in the conduct of his office; or
(b) with respect to any matter as to which he has not acted in good
faith and in a manner he reasonably believed to be in, and not opposed to, the
best interests of the Trust; or
(c) in the case of any criminal proceeding, with respect to any conduct which he
had reasonable cause to believe wee unlawful.
<PAGE> 22
5.4 Conditions of Indemnification. Any indemnification under Section
5.2 shall be made by the Trust only after:
(a) a final decision on the merits by a court or other body before whom
the claim, action, suit or proceeding referred to in Section 5.2 was brought
that the person to be indemnified was not liable by reason of conduct described
in Section 5.3; or
(b) in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the person to be indemnified was not
liable by reason of conduct described in Section 5.3, such determination to be
made by either (i) the vote of a majority of a quorum of Trustees who are
neither Interested Persons of the Trust nor parties to the claim, action, suit
or proceeding, or (ii) an independent legal counsel in a written opinion, unless
there has been a dismissal of the claim, action, suit or proceeding against the
person to be indemnified for insufficiency of evidence of any conduct with which
he has been charges described in Section 5.3, in which case indemnification
shall be mandatory.
5.5 Payment of Expenses. Expenses (including attorneys' fees) incurred
in defending any claim, action, suit or proceeding may be paid by the Trustees
in advance of the final disposition thereof after (a) a determination by a
majority of a quorum of the Trustees who are neither Interested Persons of the
Trust nor parties to the claim, action, suit or proceeding, or independent
counsel, in a written opinion, that, based upon a review of readily available
facts, that there is reason to believe that the person will ultimately be found
entitled to indemnification; and (b)
<PAGE> 23
upon receipt of a written affirmation by the Trustee, officer, employee or agent
of the Trust of his good faith belief that the standard of conduct necessary for
indemnification has been met; and (c) upon receipt of an undertaking by the
person to be indemnified to repay such payment if he shall be found not to be
entitled to indemnification under Sections 5.2 through Section 5.4, and (d) the
person provides security for his undertaking, or the Trust is insured against
losses arising by reason of unlawful advances.
5.6 Non-Exclusivity of Indemnification. The rights of indemnification
herein provided shall not be deemed exclusive of any other rights to which a
person may be entitled under any By-Law, agreement, vote of Shareholders or
disinterested Trustees or otherwise, both as to action in his official capacity
and as to action in another capacity while holding the office, and shall
continue as to a person who has ceased to be a Trustee, officer, employee or
agent and to inure to the benefit of the heirs, executors and administrators of
the person. The rights of indemnification herein provided may be insured against
by policies maintained by the Trust.
5.7 No Bond Required of Trustees. No Trustee shall, as such, be
obligated to give any bond or security or other security for the performance of
any of his duties hereunder.
5.8 No Duty of Investigation; Notice in Trust Instruments, etc. No
purchaser, lender, transfer agent or other person dealing with the Trustees or
any officer, employee or agent of the Trust shall be bound to make any inquiry
concerning the validity of any transaction purporting to
<PAGE> 24
be made by the Trustees or by said officer, employee or agent or be liable for
the application of money or property paid, loaned, or delivered to or on the
order of the Trustees or of said officer, employee or agent. Every obligation,
contract, instrument, certificate, Share, other security of the Trust or
undertaking, and every other act or thing whatsoever executed in connection with
the Trust shall be conclusively taken to have been executed or done by the
executors thereof only in their capacity as Trustees under this Declaration or
in their capacity as officers, employees or agents of the Trust. Every written
obligation, contract, instrument, certificate, Share, other security of the
Trust or undertaking made or issued by the Trustees or by any officers,
employees or agents of the Trust, in their capacity as such, shall contain an
appropriate recital to the effect that the Shareholders, Trustees, officers,
employees and agents of the Trust shall not personally be bound by or liable
thereunder, nor shall resort be had to their private property for the
satisfaction of any obligation or claim thereunder, and appropriate references
shall be made therein to the Declaration, and may contain any further recital
which they may deem appropriate, but the omission of such recital shall not
operate to impose personal liability on any of the Trustees, Shareholders,
officers, employees or agents of the Trust. The Trustees shall at all times
maintain insurance for the protection of the Trust Property, its Shareholders,
Trustees, officers, employees and agents in such amount as the Trustees shall
deem adequate to corer possible tort liability, and such other insurance as the
Trustees in their sole judgment shall deem advisable.
5.9 Reliance on Experts, etc. Each Trustee and officer or employee of
the Trust shall, in the performance of his duties, be fully and completely
<PAGE> 25
justified and protected with regard to any act or any failure to act resulting
from reliance in good faith upon the books of account or other records of the
Trust, upon an opinion of counsel, or upon reports made to the Trust by any of
its officers or employees or by its investment adviser, a distributor, selected
dealers, accountants, appraisers or other experts or consultants selected with
reasonable care by the Trustees, officers or employees of the Trust, regardless
of whether such counsel or expert may also be a Trustee.
<PAGE> 26
ARTICLE VI
SHARES OF BENEFICIAL INTEREST
-----------------------------
6.1 BENEFICIAL INTEREST. The interest of the beneficiaries hereunder
shall be divided into transferable shares of beneficial interest with par value
of $.01 per share. The Shares may be issued from time to time, in one or more
Series, and in one or more Classes of such Series, each such Series or Class to
differ from every other Series or Class then outstanding as may be determined
from time to time by the Trustees prior to the issuance of any Shares thereof,
in any or all of the following respects that are not otherwise prohibited by
law, but in no other respects; provided that the Trustees shall not issue any
Series that would constitute a "senior security" prohibited under the 1940 Act
or would otherwise violate any provision of the 1940 Act:
(a) The designation of such Series or Class, by a distinguishing
number, letter or title as the Trustees may deem appropriate;
(b) The assets, if any, to be specifically allocated to such Series;
(c) The method of calculating net investment income and expenses
attributable to such Series or Class;
(d) The right, if any, of the Shareholders of any Series or Class to
convert the same into Shares of any other Series or Class and the terms and
conditions of such conversion; and
(e) The separate voting rights, if any, of Shareholders of such
<PAGE> 27
Series or Class with respect to matters that affect such Series only and do not
affect the rights of Shareholders of any other Series or Class then outstanding.
The number of such shares of beneficial interest of any Series or Class
authorized hereunder is unlimited. All Shares issued hereunder including,
without limitation, Shares issued in connection with a dividend in Shares or a
split of Shares, shall be fully paid and nonassessable.
6.2 RIGHTS OF SHAREHOLDERS. The ownership of the Trust Property of
every description and the right to conduct any business hereinbefore described
are vested exclusively in the Trustees, and the Shareholders shall have no
interest therein other than the beneficial interest conferred by their Shares,
and they shall have no right to call for any partition or division of any
property, profits, rights or interests of the Trust nor can they be called upon
to share or assume any losses of the Trust or suffer an assessment of any kind
by virtue of their ownership of Shares. The Shares shall be personal property
giving only the rights in this Declaration specifically set forth. The
Shareholders shall have no preemptive or other right to subscribe to any
additional shares or other securities issued by the Trust or the Trustees and
shall have no preference, appraisal, conversion or exchange rights, except for
rights of conversion or exchange specified in Section 6.1.
6.3 TRUST ONLY. It is the intention of the Trustees to create
<PAGE> 28
only the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in this Declaration shall be construed to make the Shareholders, either
by themselves or with the Trustees, partners or members of a joint stock
association.
6.4 Issuance of Shares. The Trustees, in their discretion, may from
time to time without vote of the Shareholders issue Shares, in addition to the
then issued and outstanding Shares and Shares held in the treasury, to such
party or parties and for such amount not less than par value and type of
consideration, including cash or property, at such time or times and on such
terms as the Trustees may deem best, and may in such manner acquire other assets
(including the acquisition of assets subject to, and in connection with the
assumption of, liabilities) and businesses. In connection with any issuance of
Shares, the Trustees may issue fractional Shares. The Trustees may from time to
time divide or combine the Shares into a greater or lesser number without
thereby changing the proportionate beneficial interests in the Trust.
Contributions to the Trust may be accepted for, and Shares shall be redeemed as,
whole Shares and/or 1/100ths of a Share or multiples thereof.
6.5 Register of Shares. A register shall be kept at the Trust or a
transfer agent duly appointed by the Trustees under the direction of the
Trustees which shall contain the names and addresses of the Shareholders and the
number of Shares held by them respectively and a record of all
<PAGE> 29
transfers thereof. Such register shall be conclusive as to the holders of the
Shares and as to who shall be entitled to receive dividends or distributions or
otherwise exercise or enjoy the rights of Shareholders. No Shareholder shall be
entitled to receive payment of any dividend or distribution, nor to have notice
given to him as herein provided, until he has given his address to a transfer
agent or such other officer or agent of the Trustees as shall keep the said
register for entry thereon. It is not contemplated that certificates will be
issued for the Shares, however the Trustees, in their discretion, may authorize
the issuance of share certificates and promulgate appropriate rules and
regulations as to their use.
6.6 Transfer Agent and Registrar. The Trustees shall have power to
employ a transfer agent or transfer agents, and a registrar or registrars. The
transfer agent or transfer agents may keep the said register and record therein
the original issues and transfers, if any, of the said Shares. Any such transfer
agent and registrars shall perform the duties usually performed by transfer
agents and registrars of certificates of stock in a corporation, except as
modified by the Trustees.
6.7 Transfer of Shares. Shares shall be transferable on the records of
the Trust only by the record holder thereof or by his agent thereto duly
authorized in writing, upon delivery to the Trustees or a transfer agent of the
Trust of a duly executed instrument of transfer, together with such evidence of
the genuineness of each such execution and authorization and of other matters as
may reasonably be required. Upon such delivery the transfer shall be recorded on
the register of the Trust. Until such record
<PAGE> 30
is made, the Shareholder of record shall be deemed to be the holder of for all
purposes hereof and neither the Trustees nor any transfer agent or registrar nor
any officer, employee or agent of the Trust shall be affected by any notice of
the proposed transfer.
Any person becoming entitled to any Shares in consequence of the death,
bankruptcy, or incompetence of any Shareholder, or otherwise by operation of
law, shall be recorded on the register of Shares as the holder of such Shares
upon production of the proper evidence thereof to the a transfer agent of the
Trust, but until such record is made, the Shareholder of record shall be deemed
to be the holder of such Shares for all purposes hereof and neither the Trustees
nor any transfer agent or registrar nor any officer or agent of the Trust shall
be affected by any notice of such death, bankruptcy or incompetence, or other
operation of law.
6.8 Notices. Any and all notices to which any Shareholder hereunder may
be entitled and any and all communications shall be deemed duly given if mailed,
postage prepaid, addressed to any Shareholder of record at his last known
address as recorded on the register of the Trust.
<PAGE> 31
ARTICLE VII
Custodian
7.1 Appointment and Duties. The Trustees shall at all times
employ a bank or trust company organized under the laws of the United States or
one of the states thereof and having capital, surplus and undivided profits of
at least two million dollars ($2,000,000) as custodian with authority as its
agent, but subject to such restrictions, limitations and other requirements, if
any, as may be contained in the By-Laws of the Trust and the 1940 Act:
(a) to hold the securities owned by the Trust and deliver the
same upon written order;
(b) to receive and receipt for any moneys due to the Trust and
deposit the same in its own banking department or elsewhere as the Trustees may
direct;
(c) to disburse such funds upon orders or vouchers and to
employ such custodian as its agent for such purpose;
(d) if authorized by the Trustees, to keep the books and
accounts of the Trust and to furnish clerical and accounting services; and
(e) if authorized by the Trustees, to compute the net income
of the Trust and the net income attributable to each Serles, if any, of Shares
of the Trust;
<PAGE> 32
all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian. If so directed by a Majority Shareholder Vote, the custodian
shall deliver and pay over all property of the Trust held by it as specified in
such vote.
The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of the
custodian and upon such terms and conditions, as may be agreed upon between the
custodian and such sub-custodian and approved by the Trustees, provided that in
every case such sub-custodian shall be a bank or trust company organized under
the laws of the United States or one of the states thereof and having capital,
surplus and undivided profits of at least two million dollars ($2,000,000).
7.2 Central Certificate System. Subject to such rules, regulations and
orders as the Commission may adopt, the Trustees may direct the custodian to
deposit all or any part of the securities owned by the Trust in a system for the
central handling of securities established by a national securities exchange or
a national securities association registered with the Commission under the
Securities Exchange Act of 1934, or such other person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act, pursuant to which
system all securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities, provided that
all such deposits shall be subject to withdrawal only upon the order of the
Trust.
<PAGE> 33
Article VIII
Redemption
8.1 Redemptions. All outstanding Shares may be redeemed at the option
of the holders thereof, upon and subject to the terms and conditions provided in
this Article VIII. The Trust shall, upon application of any Shareholder or
pursuant to authorization from any Shareholder, redeem or repurchase from such
Shareholder outstanding Shares for an amount per share determined by the
application of a formula adopted for such purpose by resolution of the Trustees
(which formula shall be consistent with the 1940 Act, and the rules and
regulations promulgated thereunder); provided that (a) such amount per share
shall not exceed the cash equivalent of the proportionate interest of each share
in the assets of the Trust at the time of the repurchase or redemption; (b) if
the Shares to be redeemed or repurchased are Shares of a Series with interests
in assets specifically allocated to such Series, such amount per share shall not
exceed the cash equivalent of the proportionate interest of each share in the
assets of the Trust so allocated at the time of the redemption or repurchase;
(c) if so authorized by the Trustees, the Trust may, at any time and from time
to time, charge fees for effecting such redemption, at such rates as the
Trustees may establish, as and to the extent permitted under the 1940 Act, and
the rules and regulations promulgated thereunder, and may, at any time and from
time to time, pursuant to such Act and such rules and regulations, suspend such
right of redemption. The procedures for effecting redemption shall be as set
forth in the Prospectus from time to time.
<PAGE> 34
8.2 Redemption of Shares; Disclosure of Holding. If the Trustees shall
at any time and in good faith be of the opinion that direct or indirect
ownership of Shares or other securities of the Trust has or may become
concentrated in any person to an extent which would disqualify the Trust as a
regulated investment company under the Internal Revenue Code, then the Trustees
shall have the power by lot or other means deemed equitable by them (i) to call
for redemption a number, or principal amount, of Shares or other securities of
the Trust sufficient, in the opinion of the Trustees, to maintain or bring the
direct or indirect ownership of Shares or other securities of the Trust into
conformity with the requirements for such qualification and (ii) to refuse to
transfer or issue Shares or other securities of the Trust to any Person whose
acquisition of the Shares or other securities of the Trust in question would in
the opinion of the Trustees result in such disqualification. The redemption
shall be effected at a redemption price determined in accordance with Section
8.1.
The holders of Shares or other securities of the Trust shall upon
demand disclose to the Trustees in writing such information with respect to
direct and indirect ownership of Shares or other securities of the Trust as the
Trustees deem necessary to comply with the provisions of the Internal Revenue
Code, or to comply with the requirements of any other taxing authority.
8.3 Redemptions of Accounts of Less than $500. Due to the relatively
high cost of maintaining investment accounts, the Trustees shall have the power
to redeem Shares at a redemption price determined in
<PAGE> 35
accordance with Section 8.1 if at any time the total investment in such account
does not have a value of at least $500. In such event Shareholders will be
notified that the value of their account is less than $500 and allowed 60 days
to make an additional investment before redemption is processed.
<PAGE> 36
ARTICLE IX
Determination of Net Asset
Value,
NET INCOME AND DISTRIBUTIONS
----------------------------
9.1 NET ASSET VALUE. The net asset value of each outstanding Share of
the Trust shall be determined at least once on each business day on which it
shall be reasonably practicable to determine the value of the assets of the
Trust in accordance with the rules and regulations of the Commission, and at
such other times as the Trustees by resolution may determine. The method of
determination of net asset value shall be determined by the Trustees and shall
be as set forth in the Prospectus. Separate determinations of net asset value
shall be made for Shares of each Series, if any, with respect to which specific
assets of the Trust have been allocated and net asset value shall be determined
separately for each Class of a Series. The power and duty to make the daily
calculations may be delegated by the Trustees to the Investment Adviser, the
Custodian, the Transfer Agent or such other person as the Trustees by resolution
may determine. The Trustees may suspend the daily determination of net asset
value to the extent permitted by the 1940 Act.
9.2 DISTRIBUTIONS TO SHAREHOLDERS. The Trustees shall from time to
time distribute ratably among the holders of Shares or a Series of Shares, if
any, such proportion of the net profits, surplus (including paid-in surplus),
capital, or assets held by the Trustees and allocable to such Shares or to such
Series of Shares, if any, as they may deem proper. Such distribution may be made
in cash or in property, subject to compliance with the 1940 Act (including
without limitation any type of obligations of the Trust or any assets thereof),
and the Trustees may distribute ratably among
<PAGE> 37
the Shareholders additional Shares issuable hereunder in such manner, at such
times, and on such terms as the Trustees may deem proper. Such distributions may
be among the Shareholders of record at the time of declaring a distribution or
among the Shareholders of record at such later date as the Trustees shall
determine. The Trustees may always retain from the net profits attributable to
the Shares or any Series of Shares such amount as they may deem necessary to pay
the debts or expenses of the Trust or to meet obligations of the Trust, or as
they may deem desirable to use in the conduct of its affairs or to retain for
future requirements or extensions of the business. The Trustees may adopt and
offer to Shareholders such dividend reinvestment plan, cash dividend payout
plans or related plans as the Trustees shall deem appropriate.
Inasmuch as the computation of net income and gains for Federal income
tax purposes may vary from the computation thereof on the books, the above
provisions shall be interpreted to give the Trustees the power in their
discretion to distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient to
enable the Trust to avoid or reduce liability for taxes.
9.3 Maintaining Net Asset Value. The Trustees shall have the power to
determine the net income (including unrealized gains and losses on the portfolio
assets) of the Trust once on each business day and at each such determination to
declare such net income as dividends in additional Shares with the result that
net asset value per share of the Trust or of any Series of shares of the Trust
shall remain at a constant dollar value. The determination of net income and the
resultant declaration of dividends shall be as set forth in the Prospectus.
<PAGE> 38
9.4 Power to modify Foregoing Procedures. Notwithstanding any of the
foregoing provisions of this Article IX, the Trustees may prescribe, in their
absolute discretion, such other bases and times for determining the per share
net asset value of the Trust's Shares or net income, or the declaration and
payment of dividends and distributions as they may deem necessary or desirable
to enable the Trust to comply with any provision of the 1940 Act, or any rule or
regulation thereunder, including any rule or regulation adopted pursuant to
Section 22 of the 1940 Act by the Commission or any securities association
registered under the Securities Exchange Act of 1934, or any order of exception
issued by said Commission, all as in effect now or hereafter amended or
modified.
<PAGE> 39
ARTICLE X
SHAREHOLDERS
------------
10.1 MEETINGS OF SHAREHOLDERS. The holders of a majority of
outstanding Shares present in person or by proxy shall constitute a quorum at
any meeting of shareholders. If less than a majority of such Shares are
represented at any meeting, a majority of the Shares so represented may adjourn
the meeting from time to time without further notice; and at such adjourned
meeting at which a quorum is represented, any business may be transacted which
might have been transacted at the meeting as originally notified. The Trust
shall not hold annual meetings of Shareholders. Special meetings of the
Shareholders may be called at any time by a majority of the Trustees and shall
be called by any Trustee, upon written request of Shareholders holding in the
aggregate not less than 10% of the outstanding Shares having voting rights with
respect to the matters to be brought before the meeting, such request specifying
the purpose or purposes for which such meeting is to be called. Any such meeting
shall be held within or without the Commonwealth of Massachusetts on such day
and at such time as the Trustees shall designate.
10.2 NOTICE OF MEETINGS. Written notice of all meetings of the
Shareholders, stating the date, time, place and purposes of the meeting, shall
be given by the Trustees by mail to each Shareholder entitled to vote
<PAGE> 40
on the matters to be brought before such meeting at registered address, mailed
at least 7 days and not more than 60 days before the meeting. Only the business
stated in the notice of the meeting shall be considered at such meeting. Any
adjourned meeting may be held as adjourned without further notice.
10.3 Record Date for Meetings. For the purpose of determining the
Shareholders who are entitled to notice of and to vote at any meeting, or to
participate In any distribution, or for the purpose of any other action, the
Trustees may from time to time close the transfer books for such period, not
exceeding 30 days, as the Trustees may determine; or without closing the
transfer books the Trustees may fix a date not more than 60 days prior to the
date of any meeting of Shareholders, any distribution or any other action as a
record date for the determination of the Persons to be treated as Shareholders
of record for such purposes, except for dividend payments which shall be
governed by Section 9.2 hereof.
10.4 Proxies, etc. At any meeting of Shareholders, any holder of Shares
entitled to vote thereat may vote by proxy, provided that no proxy shall be
voted at any meeting unless it shall have been placed on file with the
Secretary, or with such other officer or agent of the Trust as the Secretary may
direct, for verification prior to the time at which such vote shall be taken.
Pursuant to a resolution of a majority of the Trustees, proxies may be solicited
in the name of one or more Trustees or one or more of the officers of the Trust.
Only Shareholders of record shall be entitled to vote. Each full Share shall be
entitled to one vote and fractional Shares shall be entitled to a vote of such
fraction. When any Share is held jointly
<PAGE> 41
by several persons, any one of them may vote at any meeting in person or by
proxy in respect of such Share, but if more than one of them shall be present at
such meeting in person or by proxy, and such joint owners or their proxies so
present disagree as to any vote to be cast, such vote shall not be received in
respect of such Share. A proxy purporting to be executed by or on behalf of a
Shareholder shall be deemed valid unless challenged at or prior to its exercise,
and the burden of proving invalidity shall rest on the challenger. No proxy
signed and dates more than six months before the meeting named therein shall be
valid. If the holder of any such Share is a minor or a person of unsound mind,
and subject to guardianship or to the legal control of any other person as
regards the charge or management of such Share, he may vote by his guardian or
such other person appointed or having such control, and such vote may be given
in person or by proxy.
10.5 Reports. The Trustees shall cause to be prepared at least annually
a report of operations containing a balance sheet and statement of income and
undistributed income of the Trust prepared in conformity with generally accepted
accounting principles and an opinion of an independent public accountant on such
financial statements. Copies of such reports shall be mailed to all Shareholders
of record within the time required by the 1940 Act, and in any event within a
reasonable period preceding the annual meeting of Shareholders. The Trustees
shall, in addition, furnish to the Shareholders at least semi-annually, an
interim report containing an unaudited balance sheet of the Trust as at the end
of such period and an unaudited statement of income and surplus for the period
from the beginning of the current fiscal year to the end of such period.
<PAGE> 42
10.6 Inspection of Records. The records of the Trust shall be open to
inspection by Shareholders to the same extent as is permitted shareholders of a
Massachusetts business corporation.
<PAGE> 43
Article XI
Duration; Termination of Trust;
Amendment; Merger; Etc.
11.1 Duration. Subject to possible termination in accordance with the
provisions of Section 11.2 hereof, the Trust created hereby shall continue
without limitation of time.
11.2 Termination of Trust. (a) The Trust may be terminated by
the affirmative vote of the holders of not less than two-thirds of the Shares
outstanding and entitled to vote at any meeting of Shareholders or by an
instrument in writing, without a meeting, signed by a majority of the Trustees
and consented to by the holders of not less than two-thirds of such Shares. Upon
the termination of the Trust, (i) The Trust shall carry on no business except
for the purpose of winding up its affairs.
(ii) The Trustees shall proceed to wind up the affairs of the Trust and
all of the powers of the Trustees under this Declaration shall continue until
the affairs of the Trust shall have been wound up, including the power to
fulfill or discharge the contracts of the Trust, collect its assets, sell,
convey, assign, exchange, transfer or otherwise dispose of all or any part of
the remaining Trust Property to one or more persons at public or private sale
for consideration which may consist in whole or in part of cash, securities or
other property of any kind, discharge
<PAGE> 44
or pay its liabilities, and do all other acts appropriate to liquidate
its business; provided that any sale, conveyance, assignment, exchange,
transfer or other disposition of all or substantially all the Trust
Property shall require approval of the principal terms of the
transaction and the nature and amount of the consideration by the
Shareholders in accordance with Section 11.4 hereof.
(iii) After paying or adequately providing for the payment of
all liabilities, and upon receipt of such releases, indemnities and
refunding agreements, as they deem necessary for their protection, the
Trustees may distribute the remaining Trust Property, in cash or in
kind or partly of each, among the Shareholders according to their
respective rights.
(b) After termination of the Trust and distribution to the Shareholders
as herein provided, a majority of the Trustees shall execute and lodge among
the records of the Trust an instrument in writing setting forth the fact of
such termination, and the Trustees shall thereupon be discharged from all
further liabilities and duties hereunder, and the rights and interests of all
Shareholders shall thereupon cease.
11.3 Amendment Procedure. (a) This Declaration may be amended by the
affirmative vote of the holders of a majority of the Shares outstanding and
entitled to vote at any meeting of Shareholders or by an instrument in writing,
without a meeting, signed by a majority of the
<PAGE> 45
Trustees and consented to by the holders of a majority of such Shares. The
Trustees may also amend this Declaration without the vote or consent of
Shareholders if they deem it necessary to conform this Declaration to the
requirements of applicable federal laws or regulations or the requirements of
the regulated investment company provisions of the Internal Revenue Code, but
the Trustees shall not be liable for failing so to do.
(b) No amendment may be made, under Section 11.3 above, which would
change any rights with respect to any Shares of the Trust by reducing the amount
payable thereon upon liquidation of the Trust or by impairing or diminishing the
preferences, voting powers, restrictions, qualifications, special or relative
rights or privileges pertaining thereto, except with the vote or consent of the
holders of two-thirds of the Shares; if Shares have been issued in Series or
Classes and such amendment would not affect Shares of all Series or Classes
equally, no such Amendment may be made except with the vote or consent of the
holders of two-thirds of the Shares of each Series or Class affected by such
Amendment. Nothing contained in this Declaration shall permit the amendment of
this Declaration to impair the exemption from personal liability of the
Shareholders, Trustees, officers, employees and agents of the Trust or to permit
assessments upon Shareholders.
(c) A certification in recordable form signed by a majority of the
Trustees setting forth an amendment and reciting that it was duly adopted by the
Shareholders as aforesaid shall be conclusive evidence of such amendment when
lodged among the records of the Trust.
<PAGE> 46
Notwithstanding any other provision hereof, until such time as the
Post-Effective Amendment to the Registration Statement under the Securities Act
of 1933, as amended, covering the public offering of Securities of the Trust
shall have become effective, this Declaration may be terminated or amended in
any respect by the affirmative vote of a majority of the Trustees or by an
instrument signed by a majority of the Trustees.
11.4 Merger, Consolidation and Sale of Assets. To the extent
permitted by law as now or hereafter in effect, the Trust may merge or
consolidate with any other corporation, association, trust or other Organization
or may sell, lease or exchange all or substantially all of the Trust Property,
including its good will, upon such terms and conditions and for such
consideration when and as authorized at any meeting of Shareholders called for
that purpose by the affirmative vote of the hollers of two-thirds of the Shares
outstanding and entitled to vote, or by an instrument or instruments in writing
without a meeting, consented to by the holders of two-thirds of the Shares;
provided, however, that, if such merger, consolidation, sale, lease or exchange
is recommended by the Trustees, the vote or written consent of the holders of a
majority of the Shares outstanding and entitled to vote shall be sufficient
authorization.
11.5 Incorporation. With the approval of the holders of a
majority of the Shares outstanding and entitled to vote, the Trustees may cause
to be organized or assist in organizing a corporation or corporations under the
laws of any Jurisdiction or any other trust, partnership, association or other
organization to take over all of the Trust Property or to carry on any business
in which the Trust shall directly or indirectly have any
<PAGE> 47
interest and to sell, convey and transfer the Trust Property to any such
corporation, trust, association or organization in exchange for the Shares or
securities thereof or otherwise, and to lend money to, subscribe for the Shares
or securities of, and enter into any contracts with any such corporation, trust,
partnership, association or organization, or any corporation, partnership,
trust, association or organization in which the Trust holds or is about to
acquire shares or any other interest. The Trustees may also cause a merger or
consolidation between the Trust or any successor thereto and any such
corporation, trust, partnership, association or other organization if and to the
extent permitted by law, as provided under the law then in effect. Nothing
contained herein shall be construed as requiring approval of Shareholders for
the Trustees to organize or assist in organizing one or more corporations,
trusts, partnerships, associations or other organizations and selling, conveying
or transferring a portion of the Trust Property to such organizations or
entities.
<PAGE> 48
ARTICLE -XII
Miscellaneous
12.1 Filing. This Declaration and any amendment hereto shall be filed
with the Secretary of the Commonwealth of Massachusetts and with the Clerk of
every city or town where such association or trust has a usual place of
business, and in such other place or places as the Trustees deem appropriate.
12.2 Governing Law. The Trust created by this instrument is created
under and is to be construed and administered according to the laws of the
Commonwealth of Massachusetts. The Trust shall be of the type commonly called a
Massachusetts business trust, and without limiting the provisions hereof, the
Trust may exercise all powers which are ordinarily exercised by such a Trust.
12.3 Counterparts. This Declaration may be simultaneously executed in
several counterparts, each of which shall be deemed to be an original, and such
counterparts, together, shall constitute one and the same instrument, which
shall be sufficiently evidenced by any such original counterpart.
12.4 Gender. Words denoting the male gender in this Declaration shall
be construed to denote either the male or female gender, or any Person, as
appropriate in any particular case.
12.5 Name. Gradison & Company Incorporated ("Gradison") has consented
to the use by the Trust of the identifying word "Gradison" in
<PAGE> 49
the name of the Trust. Such consent is conditioned upon the employment of
Gradison as investment adviser of the Trust. As between the Trust and itself,
Gradison controls the use of the name of the Trust insofar as such name contains
the identifying word "Gradison." Gradison may from time to time use the
identifying word "Gradison" in other connections and for other purposes,
including, without limitation, in the names of other investment companies,
corporation or businesses which it may manage, advise, sponsor or own or in
which it may have a financial interest. Gradison may require the Trust to cease
using the identifying word "Gradison' in the name of the Trust if the Trust
ceases to employ Gradison or a subsidiary thereof as investment adviser of the
Trust.
12.6 Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trust, appears to be a Trustee
hereunder, certifying to: (a) the number or identity of Trustees or
Shareholders, (b) the due authorization of the execution of any instrument or
writing, (c) the form of any vote passed at a meeting of Trustees or
Shareholders, (d) the fact that the number of Trustees or Shareholders present
at any meeting or executing any written instrument satisfies the requirements of
this Declaration, (e) the form of any ByLaws adopted by or the identity of any
officers elected by the Trustees, or (f) the existence of any fact or facts
which in any manner relate to the affairs of the Trust, shall be conclusive
evidence as to the matters so certified in favor of any person dealing with the
Trustees and their successors.
12.7 Provisions in Conflict With Law or Regulations. (a) The provisions
of this Declaration are severable, and if the Trustees shall
<PAGE> 50
determine, with the advice of counsel, that any of such provisions is in
conflict with the 1940 Act, the regulated investment company provisions of the
Internal Revenue Code or with other applicable laws and regulations, the
conflicting provision shall be deemed never to have constituted a part of this
Declaration; provided, however, that such determination shall not affect any of
the remaining provisions of this Declaration or render invalid or improper any
action taken or omitted prior to such determination. (b) If any provision of
this Declaration shall be held invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provision in any other
Jurisdiction or any other provision of this Declaration in any jurisdiction.
<PAGE> 51
IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the day and year first above written.
---------------------------------
Theodore H. Emmerich
---------------------------------
Jacob O. Kamm
---------------------------------
Richard A. Rankin
---------------------------------
Jerome E. Schnee
---------------------------------
John F. Steele, Sr.
---------------------------------
Donald E. Weston
<PAGE> 52
ACKNOWLEDGMENT
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
Then personally appeared before me, Theodore H. Emmerich, Jacob O.
Kamm, Richard A. Rankin, Jerome E. Schnee, John F. Steele, Sr., and Donald E.
Weston, who acknowledged the foregoing instrument to be their free act and deed
and the free act and deed of the Trustees of Gradison-McDonald Cash Reserves
Trust.
- --------------------------------------------------------------------------------
Date Notary Public
<PAGE> 1
Exhibit 2
BY-LAWS
OF
GRADISON CASH RESERVES TRUST
As restated and amended through July 16, 1991.
<PAGE> 2
GRADISON CASH RESERVES TRUST
----------------------------
BY-LAWS
-------
These By-Laws are made and adopted pursuant to Section 2.7 of the
Declaration of Trust establishing GRADISON CASH RESERVES TRUST dated October 20,
1981, as from time to time amended (hereinafter called the "Declaration"). All
words and terms capitalized in these By-Laws shall have the meaning or meanings
set forth for such words or terms in the Declaration.
ARTICLE I
---------
SHAREHOLDER MEETINGS
--------------------
Section 1.1. CHAIRMAN. The Chairman, if any, shall act as chairman
at all meetings of the Shareholders; in his absence, the President shall act as
Chairman; and in the absence of the Chairman and the President, the Trustee or
Trustees present at each meeting may elect a temporary chairman for the meeting,
who may be one of themselves.
Section 1.2. PROXIES; VOTING. Shareholders may vote either in
person or by duly executed proxy and each full and fractional share represented
at the meeting shall have one vote or a fractional vote, as the case may be, all
as provided in Section 10.4 of the Declaration. Cumulative voting shall be
prohibited. No proxy shall be signed and dated more than six (6) months before
the meeting named therein and no proxy shall
<PAGE> 3
-2-
be valid after the final adjournment of that meeting. Each proxy shall be
revocable unless expressly provided therein to be irrevocable or unless
otherwise made irrevocable by law.
Section 1.3. CLOSING OF TRANSFER BOOKS AND FIXING OF RECORD DATES.
For the purpose of determining the Shareholders who are entitled to notice of or
to vote or act at any meeting, including any adjournment thereof, or for the
purpose of any other action, the Trustees may from time to time close the
transfer books or fix a record date in the manner provided in Section 10.3 of
the Declaration. If the Trustees do not, prior to any meeting of Shareholders,
so fix a record date or close the transfer books, then the date of mailing
notice of the meeting shall be the record date. For the purpose of determining
the Shareholders who are entitled to participate in any distribution, the
Trustees may from time to time close the transfer books or fix a record date in
the manner provided in Section 10.3 of the Declaration. If the Trustees do not,
in connection with any distribution, so fix a record date or close the transfer
books then the date upon which the distribution is declared shall be the record
date.
Section 1.4. INSPECTORS OF ELECTION. In advance of any meeting of
Shareholders, the Trustees may appoint Inspectors of Election to act at the
meeting or any adjournment thereof. If Inspectors of Election are not so
appointed, the chairman of any meeting of Shareholders may, and on the request
of any Shareholder or his proxy shall, appoint Inspectors of Election of the
meeting. The number of Inspectors shall be either one or three. If appointed at
the meeting on the request of one or more Shareholders or proxies, a majority of
Shares present shall determine whether
<PAGE> 4
-3-
one or three Inspectors are to be appointed, but failure to allow such
determination by the Shareholders shall not affect the validity of the
appointment of Inspectors of Election. In case any person appointed as Inspector
fails to appear or fails or refuses to act, the vacancy may be filled by
appointment made by the Trustees in advance of the convening of the meeting or
at the meeting by the person acting as chairman. The Inspectors of Election
shall determine the number of Shares outstanding, the Shares represented at the
meeting, the existence of a quorum, the authenticity, validity and effect of
proxies; shall receive votes, ballots or consents; shall hear and determine all
challenges and questions in any way arising in connection with the right to
vote; shall count and tabulate all votes or consents, determine the results; and
shall do such other acts as may be proper to conduct the election or vote with
fairness to all Shareholders. If there are three Inspectors of Election, the
decision, act or certificate of a majority is effective in all respects as the
decision, act or certificate of all. On request of the chairman of the meeting,
or of any Shareholder or his proxy, the Inspectors of Election shall make a
report in writing of any challenge or question or matter determined by them and
shall execute a certificate of any facts found by them. If no Inspectors of
Election are appointed, the duties set forth in this Section 1.4 shall be
discharged by the Secretary of the meeting.
Section 1.5. RECORDS AT SHAREHOLDER MEETINGS. At each meeting of
the Shareholders there shall be open for inspection the minutes of the last
previous Annual or Special Meeting of Shareholders of the Trust and a list of
the Shareholders of the Trust, certified to be true and correct
<PAGE> 5
-4-
by the Secretary or other proper agent of the Trust, as of the record date of
the meeting or the date of closing of transfer books, as the case may be. Such
list of Shareholders shall contain the name of each Shareholder in alphabetical
order and the address and number of Shares owned by such Shareholder.
Shareholders shall have such other rights and procedures of inspection of the
books and records of the Trust as are granted to shareholders of a Massachusetts
business corporation.
ARTICLE II
----------
TRUSTEES
--------
Section 2.1. ORGANIZATIONAL, ANNUAL AND REGULAR MEETINGS. The
Trustees shall hold an organizational meeting for the election of officers and
the transaction of other business which may come before such meeting as soon as
practicable after the formation of the Trust. Thereafter, the Trustees shall
hold an annual meeting for the election of officers and the transaction of other
business which may come before such meeting as soon as practicable after the
Annual Meeting of Shareholders. The organizational, annual and regular meetings
of the Trustees may be held without call or notice at such time and place as the
Trustees may by resolution provide from time to time.
Section 2.2. SPECIAL MEETINGS. Special Meetings of the Trustees
shall be held upon the call of the Chairman, if any, the President, the
Secretary or a majority of the Board of Trustees, at such time, on such day and
at such place, as shall be designated in the notice of the meeting.
Section 2.3. NOTICE. Notice of a regular meeting may, and notice
<PAGE> 6
-5-
of a special meeting shall, be given by mail or by telegram (which term shall
include a cablegram) or delivered personally. Notice of a special meeting shall
be mailed or otherwise given not less then 72 hours before the meeting. Notice
by telephone shall constitute personal delivery for these purposes. Notice of a
meeting of Trustees may be waived before or after any meeting by signed written
waiver. Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Trustees need be stated in the notice or waiver of
notice of such meeting, and no notice need he given of action proposed to be
taken by written consent. The attendance of a Trustee at a meeting shall
constitute a waiver of notice of such meeting except where a Trustee attends a
meeting for the express purpose for objecting to the transaction of any business
on the ground that the meeting has not been lawfully called or convened.
Section 2.4. CHAIRMAN; RECORDS. The Chairman, if any, shall act
as chairman at all meetings of the Trustees; in his absence, the President shall
act as chairman; and in the absence of the Chairman and the President, the
Trustees present shall elect one of their number to act as temporary chairman.
The results of all actions taken at a meeting of the Trustees, or by written
consent to the Trustees, shall be recorded by the Secretary.
ARTICLE III
-----------
OFFICERS
--------
Section 3.1. OFFICERS OF THE TRUST.: The officers of the Trust
may consist of a Chairman, and shall consist of a President, a Secretary,
<PAGE> 7
-6-
a Treasurer and such other officers or assistant officers,
including Vice Presidents, as may be elected by the Trustees. Any two or more of
the offices may be held by the same person, except that the same person may not
be both President and Secretary. The Trustees may designate any Vice President
as an Executive Vice President and may designate the order in which the other
Vice Presidents may act. The Chairman, if any, shall be Trustees, but no other
officer of the Trust need be a Trustee.
Section 3.2. ELECTION AND TENURE. At the organization meeting and
thereafter at each annual meeting of the Trustees, the Trustees may elect a
Chairman and shall elect a President, Secretary, Treasurer and such other
officers as the Trustee shall deem necessary or appropriate in order to carry
out the business of the Trust. Such officers shall hold office until the next
annual meeting of the Trustees and until their successors have been duly elected
and qualify. The Trustees may fill any vacancy in office or add any additional
officers at any time.
Section 3.3. REMOVAL OF OFFICERS. Any officer may be removed at any
time, with cause, by action of two-thirds of the Trustees. If the officer in
such a case is a Trustee, he shall not participate in such vote or be counted in
the determination of whether a two-thirds majority is obtained. This Section 3.3
shall not prevent the making of a contract of employment for a definite term
with any officer and shall have no effect upon any cause of action which any
officer may have as a result of removal in breach of a contract of employment.
Any officer may resign at any time by notice in writing signed by such officer
and delivered or mailed to the
<PAGE> 8
-7-
Chairman, if any, President or Secretary, and such resignation
shall take effect immediately upon receipt by the Chairman, if any, President or
Secretary, or at such later date agreed to in writing by the recipient of the
notice of resignation.
Section 3.4. BONDS AND SURETY. Any officer may be required by the
Trustees to be bonded for the faithful performance of his duties in such amount
and with such sureties as the Trustees may determine.
Section 3.5. CHAIRMAN, PRESIDENT AND VICE PRESIDENTS. The Chairman,
if any, shall if present preside at all meetings of the Shareholders and of the
Trustees and shall exercise and perform such other powers and duties as may be
from time to time assigned to him by the Trustees. The Trustees shall designate
either the Chairman, if any, or the President to be the chief executive officer
of the Trust and, subject to the control of the Trustees, such chief executive
officer shall have general supervision, direction and control of the business of
the Trust and of its employees and shall exercise such general powers of
management as are usually vested in the office of president of a corporation. In
the absence of the Chairman, if any the President shall preside at all meetings
of the Shareholders and of the Trustees. Subject to direction of the Trustees,
the Chairman, if any, and the President shall each have power in the name and on
behalf of the Trust to execute any and all documents, contracts, agreements and
other instruments in writing, and to employ and discharge employees and agents
of the Trust. Unless otherwise directed by the Trustees, the Chairman, if any,
and the President shall each have full authority and power, on behalf of all of
the Trustees, to attend and to act and to vote on behalf
<PAGE> 9
-8-
of the Trust at any meetings of business organizations in which the Trust holds
an interest, or to confer such powers upon any other persons by executing any
proxies duly authorizing such persons. The Chairman, if any, and the President
shall have such further authorities and duties as the Trustees, shall from time
to time determine. In the absence or disability of the President, the Vice
Presidents in order of their rank as fixed by the Trustees or, if more than one
and not ranked, the Vice President designated by the Trustees, shall perform all
of the duties of the President, and when so acting shall have all the powers of
and be subject to all of the restrictions upon the President. Subject to the
direction of the Trustees and of the President, each Vice President shall have
the power in the name and on behalf of the Trust to execute any and all
documents, contracts, agreements and other instruments in writing, and in
addition, shall have such other duties and powers as shall be designated from
time to time by the Trustees or by the President.
Section 3.6. SECRETARY. The Secretary shall keep the minutes of all
meetings of, and record all votes of, Shareholders, Trustees and the Executive
Committee, if any. The Secretary shall be custodian of the seal of the Trust, if
any, and he (together with any other person so authorized by the Trustees) may
affix the seal or, if permitted, a facsimile thereof, to any instrument executed
by the Trust which would be sealed by a Massachusetts corporation executing the
same or a similar instrument, and may attest the seal and the signature or
signatures of the officer or officers executing such instrument on behalf of the
Trust. The Secretary shall also perform any other duties commonly incident to
such office in
<PAGE> 10
-9-
a Massachusetts corporation, and shall have such other authorities and duties as
the Trustees shall from time to time determine.
Section 3.7. TREASURER. Except as otherwise directed by the
Trustees, the Treasurer shall have the general supervision of the monies, funds,
securities, notes receivable and other valuable papers and documents of the
Trust, and shall have and exercise under the supervision of the Trustees and of
the President all powers and duties normally incident to his office. The
Treasurer may endorse for deposit or collection all notes, checks and other
instruments payable to the Trust or to its order. He shall deposit all funds of
the Trust in such depositories as the Trustees shall designate. He shall be
responsible for such disbursement of the funds of the Trust as may be ordered by
the Trustees or the President. The Treasurer shall keep accurate account of the
books of the Trust's transactions which shall be the property of the Trust, and
which, together with all other property of the Trust in his possession, shall be
subject at all times to the inspection and control of the Trustees. Unless the
Trustees shall otherwise determine, the Treasurer shall be the principal
accounting officer of the Trust and shall also be the principal financial
officer of the Trust. The Treasurer shall have such other duties and authorities
as the Trustees shall from time to time determine. Notwithstanding anything to
the contrary herein contained, the Trustees may authorize the Trust's investment
adviser or the Trust's transfer agent to maintain bank accounts and deposit and
disburse funds of the Trust on behalf of the Trust.
Section 3.8. OTHER OFFICERS AND DUTIES; DELEGATION. The Trustees
may elect such other officers and assistant officers as they shall from
62
<PAGE> 11
- 10 -
time to time determine to be necessary or desirable in order to conduct the
business of the Trust. Assistant officers shall act generally in the absence of
the officer whom they assist and shall assist that officer in the duties of his
office. Each officer, employee and agent of the Trust shall have such other
duties and authority as may be conferred upon him by the Trustees or delegated
to him by the chief executive officer. Each officer may delegate to employees
and agents such duties and authority as he may deem appropriate.
ARTICLE IV
----------
INVESTMENT RESTRICTIONS
-----------------------
Section 4.1. INVESTMENT RESTRICTIONS OF THE TRUST. The Trust is
subject to the restrictions relating to the investment of its assets and its
activities which are set forth in the Prospectus, and which may not be changed
unless assented to by a Majority Shareholder Vote.
ARTICLE V
---------
MISCELLANEOUS
-------------
Section 5.1. DEPOSITORIES. In accordance with Section 7.1 of the
Declaration, the funds of the Trust shall be deposited in such depositories as
the Trustees shall designate and shall be drawn out on checks, drafts or other
orders signed by such officer, officers, agent or agents (including the Trust's
investment adviser) as the Trustees may from time to time authorize.
Section 5.2. SIGNATURES. All contracts and other instruments
shall
<PAGE> 12
- 11 -
be executed on behalf of the Trust by such officer, officers, agent or agents as
provided in these By-Laws or as the Trustees may from time to time by resolution
provide.
Section 5.3. Seal. The seal of the Trust, if any, may be affixed to
any document and the seal and its attestation may be lithographed, engraved or
otherwise printed on any document with the same force and effect as if it had
been imprinted and attested manually in the same manner and with the same effect
as if done by a Massachusetts corporation under Massachusetts law.
Section 5.4. GENDER. Words denoting the male gender in these
By-Laws shall be construed to denote either the male or female gender as
appropriate in any particular case.
ARTICLE VI
----------
STOCK TRANSFERS
---------------
Section 6.1. CERTIFICATES. Certificates representing Shares of the
Trust shall not be issued except upon specific request by a Shareholder.
Section 6.2. TRANSFER AGENTS, REGISTRARS AND THE LIKE. As provided
in Section 6.6 of the Declaration, the Trustees shall have authority to employ
and compensate such transfer agents and registrars as the Trustees shall deem
necessary or desirable. In addition, the Trustees shall have power to employ and
compensate such dividend disbursing agents, warrant agents and agents for the
reinvestment of dividends as they shall deem necessary or desirable. Any of such
agents shall have such power and
<PAGE> 13
- 12 -
authority as is delegated to any of them by the Trustees.
Section 6.3. TRANSFER OF SHARES. The Shares of the Trust shall be
transferable on the books of the Trust only upon delivery to the Trustees or a
transfer agent of the Trust of proper documentation as provided in Section 6.7
of the Declaration. The Trust, or its transfer agent, shall be authorized to
refuse any transfer unless and until presentation of such evidence as may be
reasonably required to show that the requested transfer is proper.
Section 6.4. REGISTERED SHAREHOLDERS. The Trust may deem and treat
the holder of record of any Share as the absolute owner thereof for all purposes
and shall not be required to take any notice of any right or claim of right of
any other person.
ARTICLE VII
-----------
AMENDMENT OF BY-LAWS
--------------------
Section 7.1. AMENDMENT AND REPEAL OF BY-LAWS. In accordance with
Section 2.7 of the Declaration, the Trustees shall have the power to alter,
amend or repeal the By-Laws or adopt new By-Laws at any time. Action by the
Trustees with respect to the By-Laws shall be taken by an affirmative vote of a
majority of the Trustees. The Trustees shall in no event adopt By-Laws which are
in conflict with the Declaration, and any apparent inconsistency shall be
construed in favor of the related provisions in the Declaration.
<PAGE> 14
- 13 -
The Declaration establishing Gradison Cash Reserves Trust dated
October 20, 1981, a copy of which, together with all amendments thereto, is on
file in the principal business office of the Trust, provides that the name
"Gradison Cash Reserves Trust" refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no Trustee,
shareholder, officer, employee or agent of Gradison Cash Reserves Trust shall be
held to any personal liability, nor shall resort be had to their private
property for the satisfaction of any obligation or claim or otherwise in
connection with the affairs of said Gradison Cash Reserves Trust but the Trust
Property only shall be liable.
<PAGE> 1
Exhibit 5
INVESTMENT ADVISORY AGREEMENT
Between
MCDONALD & COMPANY SECURITIES, INC.
and
GRADISON-MCDONALD U. S. GOVERNMENT RESERVES SERIES
OF GRADISON CASH RESERVES TRUST
THIS AGREEMENT is made as of the 24th day of September, 1993, between McDonald &
Company Securities, Inc., an Ohio corporation (the "Adviser"), and
Gradison-McDonald U. S. Government Reserves (the "Fund"), a series of Gradison
Cash Reserves Trust (the "Trust"), a Massachusetts business trust.
In consideration of the mutual covenants hereinafter contained, the parties
hereto agree as follows:
1. a. The Trust hereby employs the Adviser to manage the investment and
reinvestment of the assets of the Fund in accordance with the Fund's investment
objective and policies, and to perform certain other services herein set forth
and administer the Trust's affairs to the extent requested subject to the
supervision of the Board of Trustees of the Trust, for the period and on the
terms herein set forth.
b. The Adviser hereby accepts such employment, and agrees to render
such services and to assume the obligations herein set forth.
2. The Adviser shall:
a.-Manage the investment of the Fund's assets including the placing of
orders for purchases and sales and other investment transactions;
b.-Report periodically to the Trust with respect to the Fund's
investment programs and with respect to the Adviser's activities in connection
with the administration of the Fund;
c. In all matters relating to the performance of this Agreement, act in
conformity with the Declaration of Trust, By-Laws, and Registration Statement of
the Trust and with the instructions and directions of the Board of Trustees and
will comply with the requirements of the Investment Company Act of 1940 ("1940
Act"), the rules thereunder, and all other applicable federal and state laws and
regulations; and
<PAGE> 2
d.-Provide persons satisfactory to the Board of Trustees of the Trust
to act as officers of the Trust.
3. Any investment program undertaken by the Adviser pursuant to this Agreement,
and any other activities undertaken by the Adviser on behalf of the Fund, shall
at all times be subject to any directives of the Board of Trustees of the Trust,
or of any duly constituted committee of the Board, or of any officer of the
Trust acting pursuant to authority granted by the Board or by any such
committee.
4. In addition to performing the obligations set forth in Paragraph 2 hereof,
the Adviser shall assume and bear expenses incurred with respect to Trustees who
are affiliated with the Adviser, Officers who are necessary for the management,
operations, administration and investments of the Trust, office space, office
facilities, business equipment and utilities (including communications expense).
The payment or assumption by the Adviser of any expense of the Trust or the Fund
that the Adviser is not required by this Agreement to pay or assume shall not
obligate the Adviser to pay or assume the same or any similar expense of the
Trust or Fund on any subsequent occasion.
5. All expenses not specifically assumed by the Adviser under this Agreement or
any other agreement, or by another party pursuant to any other agreement, which
may be incurred in the operation of the Fund will be borne by the Fund. These
include:
a. Costs of preparing, printing and mailing, and expenses incurred in
connection with furnishing of information and administrative assistance with
respect to the preparation of; registration statements and prospectuses,
including amendments and revisions thereto, and annual, semiannual and other
periodic reports furnished to shareholders of the Fund or to regulatory
authorities; and other documents required by regulatory authorities; and notices
and proxy solicitation materials furnished to shareholders of the Fund;
b. Such distribution expenses or service fees as may be contemplated by
an effective plan pursuant to Rule 12b-1 under the 1940 Act, provided, however,
that any such payment by the Fund of distribution expenses shall be in the
amounts, and in accordance with the procedures, set forth in such plan;
c. Registration, filing and other fees in connection with requirements
of regulatory authorities;
d. Expenses of issue, sale, redemption and repurchase of shares of the
Fund;
e. Compensation of Trustees of the Trust who are not affiliated with
the Adviser;
f. Compensation and expenses of any transfer agent, dividend disbursing
agent, registrar, custodian or depository appointed by the Fund which may be the
Adviser;
<PAGE> 3
g. Any costs, expenses or other relief asserted against the Trust or
Fund for violation of any law;
h. Charges and expenses of independent accountants retained by the
Trust;
i. Brokers' commissions and issue or transfer taxes chargeable to the
Fund in connection with securities transactions to which the Fund is a party;
j. Any extraordinary expenses (including fees and disbursements of
counsel, costs of actions, suits or proceedings to which the Fund is a party and
the expenses the Fund may incur as a result of its legal obligation to provide
indemnification to officers, trustees, agents and shareholders of the Trust)
incurred by the Fund;
k. Taxes and other fees payable by the Fund to federal, state, or other
governmental agencies;
l. Costs of share certificates representing shares of the Fund, if
provided for;
m. Legal and accounting fees and expenses in connection with the
operations of the Fund, including its organization and the registration or
qualification of its shares with federal or state regulatory authorities;
n. Expenses incurred in connection with shareholders' or Trustees'
meetings;
o. Fees and other expenses incurred by the Fund in connection with its
membership in any organization, and;
p. Costs of liability, errors and omissions and other insurance and
fidelity bond.
6. The Fund shall reimburse the Adviser for the costs (salaries, benefits and
expenses) which are fairly allocable to legal services performed by the
Adviser's employees under this Agreement on behalf of the Fund.
7. The services of the Adviser to the Fund are not to be deemed exclusive, and
the Adviser shall be free to render similar services to other persons so long as
the services to be rendered hereunder are not impaired thereby. Nothing in this
Agreement shall limit or restrict the right of any director, officer or employee
of the Adviser to engage in any other business or to devote his time and
attention in part to any other business.
8. The Adviser assumes no responsibility or obligation under this Agreement
other than to render in good faith the services provided for herein; provided
that nothing herein shall be deemed to protect or purport to protect the Adviser
against any liability to the Fund or its shareholders to which the Adviser would
otherwise be subject by reason of willful
<PAGE> 4
misfeasance, bad faith or gross negligence in the performance of its duties
hereunder, or by reason of reckless disregard of its obligations and duties
hereunder. The Adviser shall not be responsible or liable for any action or
inaction of the Board of Trustees of the Trust or any committee thereof.
9. In addition to all other charges and expenses to be paid hereunder, the Fund
shall pay to the Adviser compensation for its services and facilities furnished
hereunder, at an annual rate computed in accordance with Schedule A attached
hereto. The fee shall be computed and accrued daily. The fee so computed and
accrued during each calendar month shall be paid to the Adviser on the first day
of the next month. If this Agreement becomes effective or terminates before the
end of any month, the fee for the period from the effective date to the end of
the month or from the beginning of such month to the date of termination, as the
case may be, shall be prorated according to the proportion which such period
bears to the full month in which such effectiveness or termination occurs.
10. The Adviser shall reimburse the Fund if and to the extent that expenses
borne by the Fund in any fiscal year exceed any expense limitation applicable to
the Fund imposed by any regulatory authority (as such limitations may be
established from time to time). During any fiscal year, the Adviser shall be
bound, in calculating the amount of any such excess, by the most stringent
applicable requirements of any state in which the shares of the Fund are
qualified for sale. Such excess expenses, if any, shall be determined and paid
on a monthly basis, subject to annual adjustment so that the aggregate of
reimbursements, if any, by the Adviser to the Fund for the fiscal year are in
the amount necessary to limit such expenses to the applicable expense
limitation.
11. Subject to compliance with the provisions of the 1940 Act and the duties and
conditions to which the Adviser is bound by Paragraph 3 of this Agreement, the
Fund hereby agrees that the Adviser may subcontract for the performance of any
of the services contemplated to be rendered by the Adviser hereunder.
12. It is mutually understood that trustees, officers, shareholders, employees
and agents of the Trust are or may be interested in the Adviser as directors,
officers, stockholders, employees, agents or in other capacities; that
directors, officers, stockholders, employees and agents of the Adviser are or
may be interested in the Trust as trustees, officers, shareholders, employees,
agents or in other capacities; that the Adviser may be interested in the Fund as
a shareholder or otherwise; and that the existence of any such dual interest
shall not affect the validity of this Agreement or of any transactions made
hereunder, except as may otherwise be provided in the Declaration of Trust of
the Trust or the Articles of Incorporation of the Adviser, or by any specific
provision of any applicable statute, rule or regulation.
13. This Agreement shall become effective as of the date first set forth above
and shall continue in effect until September 23, 1995. Thereafter, it shall
continue in effect from year to year, provided such continuance is specifically
approved at least annually, at
<PAGE> 5
meetings called for the purpose of voting upon such approvals, by the vote of a
majority of the outstanding voting securities of the Fund or by the vote of a
majority of the Board of Trustees of the Trust, and in either event by the vote
cast in person of a majority of the trustees of the Trust who are not interested
persons (as defined in the 1940 Act) of either party to this Agreement.
14. The Trust may at any time and without the payment of any penalty terminate
this Agreement as to the Fund upon 60 days' written notice to the Adviser,
either by action of the Board of Trustees of the Trust or by the vote of a
majority of the outstanding voting securities of the Fund, and the Adviser may
at any time and without the payment of any penalty terminate this Agreement upon
60 days' written notice to the Trust. This Agreement shall automatically
terminate in the event of its assignment (within the meaning of the 1940 Act) by
the Adviser, unless such automatic termination shall be prevented by an order of
exemption from the Securities and Exchange Commission.
15. This Agreement may be amended at any time by the mutual consent of the
parties, provided that such consent on the part of the Fund shall have been
approved, at meetings called for the purpose of voting upon such consent, by the
vote of a majority of the outstanding voting securities of the Fund, and by the
vote of a majority of the Board of Trustees of the Trust, including the vote
cast in person by a majority of the trustees of the Trust who are not interested
persons (as defined in the 1940 Act) of either party to this Agreement.
16. The parties to this Agreement acknowledge that the Adviser has an exclusive
proprietary interest in the use of the names "Gradison" and "McDonald" and
further acknowledge that the Adviser has consented to the use of such names by
the Fund subject to withdrawal of such consent upon 30 days' written notice to
the Trust. The Trust agrees that the names "Gradison" and "McDonald" will be
used by it only in connection with the business of any open-end management
investment company; that such names will be used only in such forms, styles and
contexts as may be approved by the Adviser; and that the Trust will not do or
cause to be done any act or undertaking which has the effect of contesting,
challenging or in any way impairing the Adviser's right, title or interest in or
to such names. The Trust agrees that it will not represent that it has any
right, title or interest in such names, and that the Trust's use of such names
shall not create any right, title or interest in its favor therein. Within 30
days after the termination of this Agreement for any reason, or after the
written withdrawal of such consent of the Adviser (with or without cause and
within the Adviser' sole discretion) the Trust
a. will cease and desist from every use of the names "Gradison" and
"McDonald" and will deliver to the Adviser all prospectuses, sales literature
and other advertising materials bearing such names;
b. will cause its name to be changed so as to eliminate the word
"Gradison" or "McDonald" therefrom; and
<PAGE> 6
c. will not at any time thereafter adopt or use any name, mark or other
trade designation which is confusingly similar to the names "Gradison" or
"McDonald" or likely to mislead the public.
17. Any notice required by or permitted to be given in connection with this
Agreement shall be in writing, addressed and delivered in person, or mailed
postage prepaid, to the addresses designated by the respective parties for the
receipt of such notice. Until further written notice, it is agreed that the
addresses of the Adviser and of the Trust, respectively, shall be:
<TABLE>
<S> <C> <C>
McDonald & Co. Securities, Inc. Gradison-McDonald U. S. Govt Gradison-McDonald
U. S. Govt.
Attention: Gordon Price Reserves Reserves
800 Superior Avenue Attention: Paul J. Weston Attention: Richard M. Wachterman
Cleveland, Ohio 44114 580 Walnut Street 580 Walnut Street
Cincinnati, Ohio 45202 Cincinnati, Ohio 45202
</TABLE>
18. The shareholders of the Fund and, trustees, officers, employees and agents
of the Trust shall not personally be bound by or liable under this Agreement,
nor shall resort be had to their private property for the satisfaction of any
obligation or claim hereunder, as more fully provided under the terms of the
Declaration of Trust.
19. This Agreement shall be construed in accordance with the laws of the State
of Ohio. To the extent that the applicable laws of the State of Ohio conflict
with the applicable provisions of the 1940 Act, the latter shall control.
IN WITNESS WHEREOF, the parties have executed this Investment Advisory Agreement
as of the date first written above.
MCDONALD & COMPANY SECURITIES, INC. GRADISON CASH
RESERVES TRUST
By Thomas O'Donnell By Donald E. Weston
Chairman Chairman
<PAGE> 7
Schedule A
Investment Advisory Fee
.50 of 1% of first $400 million of average daily net assets
.45 of l% of next $600 million of average daily net assets
.40 of l% of next $l billion of average daily net assets
.35 of l% of average daily net assets in excess of $2 billion
<PAGE> 1
Exhibit 8
CUSTODY AGREEMENT
Agreement made as of the 23rd day of September 1993, between
GRADISON-MCDONALD CASH RESERVES TRUST, (the "Trust"), a business trust organized
under the laws of Massachusetts and having its office at 580 Walnut Street,
Cincinnati, Ohio 45202 acting for and on behalf of Gradison -McDonald U. S.
Government Reserves (the "Fund"), which is operated and maintained by the Trust
for the benefit of the holders of shares of the Fund, and Star Bank, N.A. (the
"Custodian"), a national banking association having its principal office and
place of business at Star Bank Center, 425 Walnut Street, Cincinnati, Ohio
45202, which Agreement provides for the furnishing of custodian services to the
Fund. WITNESSETH that for and in consideration of the mutual promises
hereinafter set forth the Trust, on behalf of the Fund, and the Custodian agree
as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
1. "Authorized Person" shall be deemed to include the Chairman,
President, Secretary, Treasurer, Controller, and the Senior Vice President, or
any other person, whether or not any such person is an officer or employee of
the Trust, duly authorized by the Board of Trustees of the Trust to give Oral
Instructions and Written Instructions on behalf of the Fund and listed in the
Certificate annexed hereto as Appendix A or such other Certificate as may be
received by the Custodian from time to time, subject in each case to any
limitations on the authority of such person as set forth in Appendix A or any
such Certificate.
<PAGE> 2
2. "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for United States and federal agency securities, its successor
or successors and its nominee or nominees, provided the Custodian has received a
certified copy of a resolution of Board of Trustees of the Trust specifically
approving deposits in the Book-Entry System.
3. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement to be given to
the Custodian which Is signed on behalf of the Fund by an Officer of the Trust
and is actually received by the Custodian.
4. "Depository" shall mean The Depository Trust Company ("DTC"), a
clearing agency registered with the Securities and Exchange Commission, its
successor or successors and its nominee or nominees. The term "Depository" shall
further mean and include any other person or clearing agency authorized to act
as a depository under the Investment Company Act of 1940, Its successor or
successors and its nominee or nominees, provided that the Custodian has received
a certified copy of a resolution of the Board of Trustees of the Trust
specifically approving such other person or clearing agency as a depository.
5. "Dividend and Transfer Agent" shall mean the dividend and transfer
agent active, from time to time, in such capacity pursuant to a written
agreement with the Fund, changes in which the Trust shall immediately report to
the Custodian in writing.
6. "Money Market Security" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to principal and/or
interest by the government of the United States or agencies or Instrumentalities
thereof, commercial paper, obligations (Including certificates of deposit,
bankers' acceptances, repurchase and reverse repurchase agreements with respect
to the same) and bank time deposits of domestic banks that are members of
-2-
<PAGE> 3
Federal Deposit Insurance Trust, and short-term corporate obligations where the
purchase and sale of such securities normally require settlement in federal
funds or their equivalent on the same day as such purchase or sale.
7. "Officers" shall be deemed to include the Chairman, the President,
the Secretary, the Treasurer, the Controller, and Senior Vice President of the
Trust listed in the Certificate annexed hereto as Appendix A or such other
Certificate as may be received by the Custodian from time to time.
8. "Oral Instructions" shall mean oral instructions actually received
by the Custodian from an Authorized Person (or from a person which the Custodian
reasonably believes in good faith to be an Authorized Person) and confirmed by
Written Instructions from Authorized Persons in such manner so that such Written
Instructions are received by the Custodian on the next business day.
9. "Prospectus" shall mean the Fund's currently effective prospectus
and statement of additional information, as filed with and declared effective by
the Securities and Exchange Commission.
10. "Security or Securities" shall mean Money Market Securities, common
or preferred stocks, options, bonds, debentures, corporate debt securities,
notes, mortgages or other obligations, and any certificates, receipts, warrants
or other instruments representing rights to receive, purchase or subscribe for
the same, or evidencing or representing any other rights or interest therein, or
any property or assets.
11. "Written Instructions" shall mean communication actually received
by the Custodian from one Authorized Person or from one person which the
Custodian reasonably believes in good faith to be an Authorized Person in
writing or by telex or any other such system whereby the receiver of such
communication Is able to verify by codes or otherwise with a reasonable degree
of certainty the authenticity of the senders of such communication.
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<PAGE> 4
ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Trust, acting for and on behalf of the Fund, hereby constitutes
and appoints the Custodian as custodian of all the Securities and monies at any
time owned by the Fund during the period of this Agreement (the "Fund Assets").
2. The Custodian hereby accepts appointment as such Custodian and
agrees to perform the duties thereof as hereinafter set forth.
ARTICLE III
DOCUMENTS TO BE FURNISHED BY THE TRUST
The Trust hereby agrees to furnish to the Custodian the following documents:
1. A copy of its Agreement and Articles of incorporation (the "Articles
of Incorporation") certified by its Secretary.
2. A copy of its By-Laws certified by its Secretary.
3. A copy of the resolution of its Board of Trustees appointing the
Custodian certified by its Secretary.
4. A copy of the most recent Prospectus of the Trust.
5. A Certificate of the President and Secretary setting forth the names
and signatures of the present Officers of the Trust.
ARTICLE IV
CUSTODY OF CASH AND SECURITIES
1. The Trust will deliver or cause to be delivered to the Custodian all
Fund Assets, including cash received for the Issuance of Its shares, at any time
during the period of this Agreement. The Custodian will not be responsible for
such Fund Assets until actually received by It. Upon such receipt, the Custodian
shall hold in safekeeping and physically segregate at all times from the
property of any other persons, firms or corporations all Fund
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<PAGE> 5
Assets received by it from or for the account of the Fund. The Custodian will
be entitled to reverse any credits made on the Fund's behalf where such credits
have been previously made and monies are not finally collected within 90 days of
the making of such credits, unless the Custodian has been negligent or has
engaged in willful misconduct with respect thereto. The Custodian is hereby
authorized by the Trust, acting on behalf of the Fund, to actually deposit any
Fund Assets in the Book-Entry System or in a Depository, provided, however, that
the Custodian shall always be accountable to the Trust for the Fund Assets so
deposited. Fund Assets deposited in the Book-Entry System or the Depository will
be represented in accounts which include only assets held by the Custodian for
customers, including but not limited to accounts in which the Custodian acts in
a fiduciary or representative capacity.
2. The Custodian shall credit to a separate account or accounts in the
name of the Fund all monies received by it for the account of the Fund, and
shall disburse the same only:
(a) In payment for Securities purchased for the account of the
Fund, as provided in Article V;
(b) In payment of dividends or distributions, as provided in
Article VI hereof;
(c) In payment of original issue or other taxes, as provided
in Article VII hereof;
(d) In payment for shares of the Fund redeemed by it, as
provided in Article VII hereof;
(e) Pursuant to Certificates (i) directing payment and setting
forth the name and address of the person to whom the payment Is to be
made, the amount of such payment and the purpose for which payment is
to be made (the Custodian not being required to question such
direction) or (ii) if reserve
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<PAGE> 6
requirements are established for the Fund by law or by valid
regulation, directing the Custodian to deposit a specified amount of
collected funds in the form of U.S. dollars at a specified Federal
Reserve Bank and stating the purpose of such deposit; or
(f) In reimbursement of the expenses and liabilities of the
Custodian, as provided in paragraph 10 of Article IX hereof.
3. Promptly after the close of business on each day the fund is open
and valuing its portfolio, the Custodian shall furnish the Trust with a detailed
statement of monies held for the Fund under this Agreement and with
confirmations and a summary of all transfers to or from the account of the Fund
during said day. Where Securities are transferred to the account of the Fund
without physical delivery, the Custodian shall also identify as belonging to the
Fund a quantity of Securities in a fungible bulk of Securities registered in the
name of the Custodian (or its nominee) or shown on the Custodian's account on
the books of the Book-Entry System or the Depository. At least monthly and from
time to time, the Custodian shall furnish the Trust with a detailed statement of
the Securities held for the Fund under this Agreement.
4. All Securities held for the Fund, which are issued or issuable only
in bearer form, except such Securities as are held in the Book-Entry System,
shall be held by the Custodian in that form; all other Securities held for the
Fund -may be registered in the name of the Fund, in the name of any duly
appointed registered nominee of the Custodian as the Custodian may from time to
time determine, or in the name of the Book-Entry System or the Depository or
their successor or successors, or their nominee or nominees. The Trust agrees to
furnish to the Custodian appropriate instruments to enable the Custodian to hold
or deliver in proper form for transfer, or to register in the name of its
registered nominee or in the name of the Book-Entry System or the Depository,
any Securities which it may hold for -the account of the Fund and
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<PAGE> 7
which may from time to time be registered in the name of the Fund. The
Custodian shall hold all such Securities which are not held in the Book-Entry
System by the Depository or a Sub-Custodian in a separate account or accounts in
the name of the Fund segregated at all times from those of any other fund
maintained and operated by the Trust and from those of any other person or
persons.
5. Unless otherwise instructed to the contrary by a Certificate, the
Custodian shall with respect to all Securities held for the Fund in accordance
with this Agreement:
(a) Collect all income due or payable to the Fund with respect
to the Fund Assets;
(b) Present for payment and collect the amount payable upon
all Securities which may mature or be called, redeemed, or retired, or
otherwise become payable;
(c) Surrender Securities in temporary form for definitive
Securities;
(d) Execute, as Custodian, any necessary declarations or
certificates of ownership under the Federal income tax laws or the laws
or regulations of any other taxing authority, including any foreign
taxing authority, now or hereafter in effect; and
(e) Hold directly, or through the Book-Entry System or the
Depository with respect to Securities therein deposited, for the
account of the Fund all rights and similar securities Issued with
respect to any Securities held by the Custodian hereunder.
6. Upon receipt of a Certificate and not otherwise, the Custodian
directly or through the use of the Book-Entry System or the Depository shall:
(a) Execute and deliver to such persons as may be designated
In such Certificate proxies, consents, authorizations, and any other
instruments
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<PAGE> 8
whereby the authority of the Fund as owner of any Securities may be
exercised;
(b) Deliver any Securities held for the Fund in exchange for
other Securities or cash issued or paid in connection with the
liquidation, reorganization, refinancing, merger, consolidation or
recapitalization of any corporation, or the exercise of any conversion
privilege;
(c) Deliver any Securities held for the account of the Fund to
any protective committee, reorganization committee or other person in
connection with the reorganization, refinancing, merger, consolidation,
recapitalization or sale of assets of any corporation, and receive and
hold under the terms of this Agreement such certificates of deposit,
interim receipts or other instruments or documents as may be issued to
it to evidence such delivery; and
(d) Make such transfers or exchanges of the assets of the Fund
and take such other steps as shall be stated in said Certificate to be
for the purpose of effectuating any duly authorized plan of
liquidation, reorganization, merger, consolidation or recapitalization
of the Fund.
7. The Custodian shall promptly deliver to the Trust all notices, proxy
material and executed but unvoted proxies pertaining to shareholder meetings of
Securities held by the Fund. The Custodian shall not vote or authorize the
voting of any Securities or give any consent, waiver or approval with respect
thereto unless so directed by a Certificate or Written Instruction.
8. The Custodian shall promptly deliver to the Trust all material
received by the Custodian and pertaining to Securities held by the Fund with
respect to tender or exchange offers, calls for redemption or purchase,
expiration of rights, name changes, stock splits and stock dividends, or any
other activity involving ownership rights in such Securities.
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<PAGE> 9
ARTICLE V
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
1. Promptly after each purchase of Securities by the Fund, the Trust
shall deliver to the Custodian (i) with respect to each purchase of Securities
which are not Money Market Securities, a Certificate or Written Instructions,
and (ii) with respect to each purchase of Money Market Securities, Written
Instructions, a Certificate or Oral Instructions, specifying with respect to
each such purchase: (a) the name of the Issuer and the title of the Securities,
(b) the principal amount purchased and accrued interest, If any, (c) the date of
purchase and settlement, (d) the purchase price per unit, (e) the total amount
payable upon such purchase and (f) the name of the person from whom or the
broker through whom the purchase was made. The Custodian shall upon receipt of
Securities purchased by or for the Fund, pay out of the monies held for the
account of the Fund the total amount payable to the person from whom or the
broker through whom the purchase was made, provided that the same conforms to
the total amount payable as set forth in such Certificate, Written Instructions
or Oral Instructions.
2. Promptly after each sale of Securities by the Trust for the account
of the Fund, the Trust shall deliver to the Custodian (I) with respect to each
sale of Securities which are not Money Market Securities, a Certificate or
Written Instructions, and (ii) with respect to each sale of Money Market
Securities, Written Instructions, a Certificate or Oral Instructions, specifying
with respect to each such sale: (a) the name of the issuer and the title of the
Security, (b) the principal amount sold, and accrued interest, if any, (c) the
date of sale, (d) the sale price per unit, (e) the total amount payable to the
Fund upon such sale and (f) the name of the broker through whom or the person to
whom the sale was made.. The Custodian shall deliver the Securities upon receipt
of the total amount payable to the Fund upon such sale, provided
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<PAGE> 10
that the same conforms to the total amount payable as set forth in such
Certificate, Written Instructions or Oral Instructions. Subject to the
foregoing, the Custodian may accept payment in such form as shall be
satisfactory to it, and may deliver Securities and arrange for payment in
accordance with the customs prevailing among dealers in Securities.
3. Promptly after the time as of which the Trust, on behalf of the
Fund, either -
(a) writes an option on Securities or writes a covered put
option in respect of a Security, or
(b) notifies the Custodian that Its obligations in respect of
any put or call option, as described in the Trust's Prospectus, require
that the Fund deposit Securities or additional Securities with the
Custodian, specifying the type and value of Securities required to be
so deposited, or
(c) notifies the Custodian that its obligations in respect of
any other Security, as described in the Fund's Prospectus, require that
the Fund deposit Securities or additional Securities with the
Custodian, specifying the type and value of Securities required to be
so deposited the Custodian will cause to be segregated or Identified as
deposited, pursuant to the Fund's obligations as set forth in the
Prospectus, Securities of such kinds and having such aggregate values
as are required to meet the Fund's obligations in respect thereof.
The Trust will provide to the Custodian, as of the end of each trading
day, the market value of the Fund's option liability and the market value of its
portfolio of common stocks.
4. On contractual settlement date, the account of the Fund will be
charged for all purchases settling on that day, regardless of whether or not
delivery Is made. On contractual settlement date, sale proceeds will likewise be
credited to the account of the Fund Irrespective of delivery.
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<PAGE> 11
In the case of "sale fails", the Custodian may request the assistance of the
Fund in making delivery of the failed Security.
ARTICLE VI
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Trust shall furnish to the Custodian a copy of the resolution of
the Board of Trustees, certified by the Secretary, either (i) setting forth the
date of the declaration of any dividend or distribution in respect of shares of
the Fund, the date of payment thereof, the record date as of which Fund
shareholders entitled to payment shall be determined, the amount payable per
share to Fund shareholders of record as of that date and the total amount to be
paid by the Dividend and Transfer Agent of the Fund on the payment date, or (Ii)
authorizing the declaration of dividends and distributions in respect of shares
of the Fund on a daily basis and authorizing the Custodian to rely on Written
Instructions or a Certificate setting forth the date of the declaration of any
such dividend or distribution, the date of payment thereof, the record date as
of which Fund shareholders entitled to payment shall be determined, the amount
payable per share to Fund shareholders of record as of that date and the total
amount to be paid by the Dividend and Transfer Agent on the payment date.
2. Upon the payment date specified in such resolution, Written
Instructions or Certificate, as the case may be, the Custodian shall arrange for
such payments to be made by the Dividend and Transfer Agent out of monies held
for the account of the Fund.
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<PAGE> 12
ARTICLE VII
SALE AND REDEMPTION OF SHARES OF THE FUND
1. The Custodian shall receive and credit to the account of the Fund
such payments for shares of the Fund issued or sold from time to time as are
received from the distributor for the Fund's shares, from the Dividend and
Transfer Agent of the Fund, or from the Trust.
2. Upon receipt of Written Instructions, the Custodian shall arrange
for payment of redemption proceeds to be made by the Dividend and Transfer Agent
out of the monies held for the account of the Fund in the total amount specified
in the Written Instructions.
3. Notwithstanding the above provisions regarding the redemption of any
shares of the Fund, whenever shares of the Fund are redeemed pursuant to any
check redemption privilege which may from time to time be offered by the Fund,
the Custodian, unless otherwise subsequently instructed by Written Instructions
shall, upon receipt of any Written Instructions setting forth that the
redemption Is in good form for redemption in accordance with the check
redemption procedure, honor the check presented as part of such check redemption
privilege out of the money held in the account of the Fund for such purposes.
ARTICLE VIII
INDEBTEDNESS
In connection with any borrowings, the Trust, on behalf of the Fund, will
cause to be delivered to the Custodian by a bank or broker (including the
Custodian, If the borrowing is from the Custodian), requiring Securities as
collateral for such borrowings, a notice or undertaking in the form currently
employed by any such bank or broker setting forth the amount which such bank or
broker will loan to the Fund against delivery of a stated amount of
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<PAGE> 13
collateral. The Trust shall promptly deliver to the Custodian a Certificate
specifying with respect to each such borrowing: (a) the name of the bank or
broker, (b) the amount and terms of the borrowing, which may be set forth by
incorporating by reference an attached promissory note, duly endorsed by the
Trust, acting on behalf of the Fund, or other loan agreement, (c) the date and
time, If known, on which the loan Is to be entered into, (d) the date on which
the loan becomes due and payable, (e) the total amount payable to i the Fund on
the borrowing date, (f) the market value of Securities collateralizing the loan,
including the name of the Issuer, the title and the number of shares or the
principal amount of any particular Securities and (g) a statement that such loan
is conformance with the Investment Company Act of 1940 and the Fund's then
current Prospectus. The Custodian shall deliver on the borrowing date specified
in a Certificate the specified collateral and the executed promissory note, if
any, against delivery by the lending bank or broker of the total amount of the
loan payable provided that the same conforms to the total amount payable as set
forth in the Certificate. The Custodian may, at the option of the lending bank
or broker, keep such collateral in its possession, but such collateral shall be
subject to all rights therein given the lending bank or broker, by virtue of any
promissory note or loan agreement. The Custodian shall deliver in the manner
directed by the Trust from time to time such Securities as additional collateral
as may be specified in a Certificate to collateralize further any transaction
described in this paragraph. The Trust shall cause all Securities released from
collateral status to be returned directly to the Custodian and the Custodian
shall receive from time to time such return of collateral as may be tendered to
it. In the event that the Trust fails to specify in a Certificate or Written
Instructions the name of the Issuer, the title and number of shares or the
principal amount of any particular Securities to be delivered as collateral by
the Custodian, the
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<PAGE> 14
Custodian shall not be under any obligation to deliver any Securities. The
Custodian may require such reasonable conditions with respect to such collateral
and its dealings with third - party lenders as it may deem appropriate.
ARTICLE IX
CONCERNING THE CUSTODIAN
1. The Custodian shall use reasonable care in the performance of its
duties hereunder, and, except as otherwise provided herein, the Custodian shall
not be liable for any loss or damage, including counsel fees, resulting from its
action or omission to act or otherwise, except for any such loss or damage
arising out of Its own negligence, bad faith, or willful misconduct or that of
its officers, employees, or agents. The Trust, on behalf of the Fund and only
from Fund Assets (or insurance purchased by the Trust with respect to its
liabilities on behalf of the Fund hereunder), shall defend, indemnify and hold
harmless the Custodian and its Trustees, Officers, Employees and Agents with
respect to any loss, claim, liability or cost (including reasonable attorneys'
fees) arising or alleged to arise from or relating to the Trust's duties with
respect to the Fund hereunder or any other action or Inaction of the Trust or
Its Trustees, Officers, Employees or Agents as to the Fund. except such as may
arise from the negligent action, omission, bad faith or willful misconduct of
the Custodian, Its Trustees, Officers, Employees or Agents. The Custodian shall
defend, indemnify and hold harmless the Trust and its Trustees, Officers,
Employees or Agents with respect to any loss. claim, liability or cost
(including reasonable attorneys' fees) arising or allege to arise from or
relating to the Custodian's duties with respect to the Fund hereunder or any
other action or inaction of the Custodian or its Trustees, Officers, Employees,
Agents, nominees or Sub-Custodians as to the Fund except such as may arise from
the negligent action, omission, bad faith c willful misconduct of the Trust, Its
Trustees, Officers, Employees or Agents.
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<PAGE> 15
The Custodian may, with respect to questions of law apply for and obtain the
advice and opinion of counsel to the Trust at the expense of the Fund, or of its
own counsel at Its own expense, and shall be fully protected with respect to
anything done or omitted by it in good faith in conformity with the advice or
opinion of counsel to the Trust, and shall be similarly protected with respect
to anything done or omitted by it in good faith in conformity with advice or
opinion of its counsel, unless counsel to the Fund shall, within a reasonable
time after being notified of legal advice received by the Custodian, have a
differing interpretation of such question of law. The Custodian shall be liable
to the Trust for any proximate loss or damage resulting from the use of the
Book-Entry System or any Depository arising by reason of any negligence,
misfeasance or misconduct on the part of the Custodian or any of its employees,
agents, nominees or Sub - Custodians but not for any special, incidental,
consequential, or punitive damages; provided, however, that nothing contained
herein shall preclude recovery by the Trust, on behalf of the Fund, of principal
and of interest to the date of recovery on, Securities incorrectly omitted from
the Fund's account or penalties imposed on the Trust, in connection with the
Fund, for any failures to deliver Securities. In any case in which one party
hereto may be asked to indemnify the other or hold the other harmless, the party
from whom indemnification Is sought (the "Indemnifying Party") shall be advised
of all pertinent facts concerning the situation in question, and the party
claiming a right to indemnification (the "Indemnified Party") will use
reasonable care to identify and notify the Indemnifying Party promptly
concerning any situation which presents or appears to present a claim for
indemnification against the Indemnifying Party. The Indemnifying Party shall
have the option to defend the Indemnified Party against any claim which may be
the subject of the indemnification, and in the event the Indemnifying Party so
elects, such
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<PAGE> 16
defense shall be conducted by counsel chosen by the Indemnifying Party and
satisfactory to the Indemnified Party and the Indemnifying Party will so notify
the Indemnified Party and thereupon such Indemnifying Party shall take over the
complete defense of the claim and the Indemnifying Party shall sustain no
further legal or other expenses in such situation for which indemnification has
been sought under this paragraph, except the expenses of any additional counsel
retained by the Indemnified Party. In no case shall any party claiming the right
to indemnification confess any claim or make any compromise in any case in which
the other party has been asked to indemnify such party (unless such confession
or compromise is made with such other party's prior written consent).
The obligations of the parties hereto under this paragraph shall
survive the termination of this Agreement.
2. Without limiting the generality of the foregoing, the Custodian,
acting in the capacity of Custodian hereunder, shall be under no obligation to
inquire into, and shall not be liable for:
(a) The validity (but not the authenticity) of the Issue of
any Securities purchased by or for the account of the Fund, the
legality of the purchase thereof, or the propriety of the amount paid
thereof or;
(b) The legality of the sale of any Securities by or for the
account of the Fund, or the propriety of the amount for which the same
are sold;
(c) The legality of the issue or sale of any shares of the
Fund, or the sufficiency of the amount to be received therefor;
(d) The legality of the redemption of any shares of the Fund,
or the propriety of the amount to be paid therefor;
(e) The legality of the declaration or payment of any dividend
by the Trust in respect of shares of the Fund;
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<PAGE> 17
(f) The legality of any borrowing by the Trust, on behalf of
the Fund, using Securities as collateral;
(g) The sufficiency of any deposit made pursuant to a
Certificate described in clause (ii) of paragraph 2(e) of Article IV
hereof,
3. The Custodian shall not be liable for any money or collected funds
In U. S. dollars deposited in a Federal Reserve Bank in accordance with a
Certificate described in clause (ii) of paragraph 2(e) of Article IV hereof, nor
be liable for or considered to be the Custodian of any money, whether or not
represented by any check, draft, or other instrument for the payment of money,
received by It on behalf of the Fund until the Custodian actually receives and
collects such money directly or by the final crediting of the account
representing the Fund's interest at the Book-Entry System or Depository.
4. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount due to the Fund from the Dividend and
Transfer Agent of the Fund nor to take any action to effect payment or
distribution by the Dividend and Transfer Agent of the Fund of any amount paid
by the Custodian to the Dividend and Transfer Agent of the Fund in accordance
with this Agreement.
5. Income due or payable to the Fund with respect to Fund Assets will
be credited to the account of the Fund as follows:
(a) Dividends will be credited on the first business day
following payable date Irrespective of collection.
(b) Interest on fixed rate municipal bonds and debt securities
Issued or guaranteed as to principal and/or interest by the government
of the United States or agencies or instrumentalities thereof
(excluding securities issued by the Government National Mortgage
Association) will be credited on payable date irrespective of
collection.
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<PAGE> 18
(c) Interest on fixed rate corporate debt securities will be
credited on the first business day following payable date Irrespective
of collection.
(d) Interest on variable and floating rate debt securities and
debt securities issued by the Government National Mortgage Association
will be credited upon the Custodian's receipt of funds.
(e) Proceeds from options will be credited upon the
Custodian's receipt of funds.
6. Notwithstanding, paragraph 5 of this Article IX, the Custodian shall
not be under any duty or obligation to take action to effect collection of any
amount, if the Securities upon which such amount is payable are in default, or
if payment Is refused after due demand or presentation, unless and until (i) it
shall be directed to take such action by a Certificate and (ii) it shall be
assured to its satisfaction of reimbursement of Its costs and expenses in
connection with any such action or, at the Custodian's option, prepayment.
7. The Custodian may appoint one or more financial or banking
institutions, as Depository or Depositories or as Sub-Custodian or
Sub-Custodians, including, but not limited to, banking institutions located in
foreign countries, of Securities and monies at any time owned by the Fund, upon
terms and conditions approved in a Certificate. Current Depository(s) and
Sub-Custodian(s) are noted in Appendix B. The Custodian shall not be relieved of
any obligation or liability under this Agreement in connection with the
appointment or activities of such Depositories or Sub-Custodians.
8. The Custodian shall not be under any duty or obligation to ascertain
whether any Securities at any time delivered to or held by it for the account of
the Fund are such as properly may be held by the Fund under the provisions of
the Declaration of Trust and the Trust's By-Laws.
9. The Custodian shall treat all records and other information relating
to the Trust, the Fund and the Fund Assets as confidential and shall not
disclose
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<PAGE> 19
any such records or information to any other person unless (a) the Trust shall
have consented thereto in writing or (b) such disclosure is compelled by law.
10. The Custodian shall be entitled to receive and the Trust agrees to
pay to the Custodian, for the Fund's account from Fund Assets only, such
compensation as shall be determined pursuant to Appendix C attached hereto, or
as shall be determined pursuant to amendments to such Appendix approved by the
Custodian and the Trust, on behalf of the Fund. The Custodian shall be entitled
to charge against any money held by It for the account of the Fund the amount of
any loss, damage, liability or expense, including counsel fees, for which It
shall be entitled to reimbursement under the provisions of this Agreement as
determined by agreement of the Custodian and the Trust or by the final order of
any court or arbitrator having jurisdiction and as to which all rights of appeal
shall have expired. The expenses which the Custodian may charge against the
account of the Fund include, but are not limited to, the expenses of
Sub-Custodians incurred in settling transactions involving the purchase and sale
of Securities of the Fund.
11. The Custodian shall be entitled to rely upon any Certificate. The
Custodian shall be entitled to rely upon. any Oral Instructions and any Written
Instructions actually received by the Custodian pursuant to Article IV or V
hereof. The Trust agrees to forward to the Custodian Written Instructions from
Authorized Persons confirming Oral Instructions In such manner so that such
Written Instructions are received by the Custodian, whether by hand delivery,
telex or otherwise, on the first business day following the day on which such
Oral Instructions are given to the Custodian. The Trust agrees that the fact
that such confirming instructions are not received by the Custodian shall in no
way affect the validity of the transactions or enforceability of the
transactions hereby authorized by the Trust. The Trust
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<PAGE> 20
agrees that the Custodian shall incur no liability to the Fund in acting upon
Oral Instructions given to the Custodian hereunder concerning such transactions.
12. The Custodian will (a) set up and maintain proper books of account
and complete records of all transactions in the accounts maintained by the
Custodian hereunder in such manner as will meet the obligations of the Fund
under the Investment Company Act of 1940, with particular attention to Section
31 thereof and Rules 31 a-l and 31 a-2 thereunder, and (b) preserve for `the
periods prescribed by applicable Federal statute or regulation all records
required to be so preserved. The books and records of the Custodian shall be
open to inspection and audit at reasonable times and with prior notice by
Officers and auditors employed by the Trust. Upon reasonable request of the
Trust, the Custodian shall provide copies of any such books and records to the
Trust or Its representative and the Trust shall reimburse the Custodian its cost
of providing such copies.
13. The Custodian and its Sub-Custodians shall promptly send to the
Trust, any report received on the systems of internal accounting control of the
Book-Entry System, the Depository and with such reports on Its own systems of
internal accounting control as the Trust may reasonably request from time to
time.
14. The Custodian performs only the services of a custodian and shall
have no responsibility for the management, investment or reinvestment of the
Securities from time to time owned by the Fund. The Custodian is not a selling
agent for shares of the Fund and performance of its duties as a custodial agent
shall not be deemed to be a recommendation to the Custodian's depositors or
others of shares of the Fund as an investment.
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<PAGE> 21
ARTICLE X
TERMINATION
1. Either of the parties hereto may terminate this Agreement for any
reason by giving to the other party a notice in writing specifying the date of
such termination, which shall be not less than ninety (90) days after the date
of giving of such notice. If such notice Is given by the Trust, on behalf of the
Fund, it shall be accompanied by a copy of a resolution of the Board of Trustees
of the Trust, certified by the Secretary or any Assistant Secretary, electing to
terminate this Agreement and designating a successor custodian or custodians
each of which shall be eligible to serve as a custodian for the securities of a
management investment company. In the event such notice is given by the
Custodian, the Trust shall, -on or before the termination date, deliver to the
Custodian a copy of a resolution of its Board of Trustees, certified by the
Secretary, designating a successor custodian or custodians to act on behalf of
the Fund. In the absence of such designation by the Trust, the Custodian may
designate a successor custodian which shall be a bank or trust company having
not less than $2,000,000 aggregate capital, surplus, and undivided profits. Upon
the date set forth In such notice this Agreement shall terminate, and the
Custodian, provided that It has received a notice of acceptance by the successor
custodian, shall deliver, on that date, directly to the successor custodian all
Securities and monies then owned by the Fund and held by it as Custodian. Upon
termination of this Agreement, the Trust shall pay to the Custodian on behalf of
the Fund such compensation as may be due as of `the date of such termination.
The Trust agrees on behalf of the Fund that the Custodian shall be reimbursed
for its reasonable costs in connection with the termination of this Agreement.
2. If a successor custodian is not designated by the Trust, on behalf
of the Fund, or by the Custodian in accordance with the preceding paragraph,
-21-
<PAGE> 22
or the designated successor cannot or will not serve, the Trust shall upon the
delivery by the Custodian to the Trust of all Securities (other than Securities
held in the Book-Entry System which cannot be delivered to the Trust) and monies
then owned by the Fund, other than monies deposited with a Federal Reserve Bank
pursuant to a Certificate described in clause (II) of paragraph 2(e) of Article
IV, be deemed to be the custodian for the Fund, and the Custodian shall thereby
be relieved of all duties and responsibilities pursuant to this Agreement, other
than the duty with respect to Securities held in the Book-Entry System which
cannot be delivered to the Trust to hold such Securities hereunder in accordance
with this Agreement.
ARTICLE XI
MISCELLANEOUS
1. Appendix A sets forth the names and the signatures of all Authorized
Persons. The Trust agrees to furnish to the Custodian, on behalf of the Fund, a
new Appendix A in form similar to the attached Appendix A, if any present
Authorized Person ceases to be an Authorized Person or if any other or
additional Authorized Persons are elected or appointed. Until such new Appendix
A shall be received, the Custodian shall be fully protected in acting under the
provisions of this Agreement upon Oral Instructions or signatures of the present
Authorized Persons as set forth in the last delivered Appendix A.
2. No recourse under any obligation of this Agreement or for any claim
based thereon shall be had against any organizer, shareholder, Officer, Trustee,
past, present or future as such, of the Trust or of any predecessor or
successor, either directly or through the Trust or any such predecessor or
successor, whether by virtue of any constitution, statute or rule of law or
equity, or by the enforcement of any assessment or penalty or otherwise; it
being expressly agreed and understood that this Agreement and the obligations
-22-
<PAGE> 23
thereunder are enforceable solely against Fund Assets, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the
organizers, shareholders, Officers, Trustees of the Trust or of any predecessor
or successor, or any of them as such, because of the obligations contained in
this Agreement or implied therefrom and that any and all such liability Is
hereby expressly waived and released by the Custodian as a condition of, and as
a consideration for, the execution of this Agreement.
3. The obligations set forth in this Agreement as having been made by
the Trust have been made by the Trustees of the Trust, acting as such Trustees
for and on behalf of the Fund, pursuant to the authority vested in them under
the laws of the Commonwealth of Massachusetts, the Declaration of Trust and the
By-Laws of the Trust. This Agreement has been executed by Officers of the Trust
as Officers, and not individually, and the obligations contained herein are not
binding upon any of the Trustees, Officers, Agents or holders of shares,
personally, but bind only the Trust and then only to the extent of Fund Assets.
4. Such provisions of the Prospectus of the Fund and any other
documents (including advertising material) specifically mentioning the Custodian
(other than merely by name and address) shall be reviewed with the Custodian by
the Trust.
5. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian, shall be sufficiently given if
addressed to the Custodian and mailed or delivered to It at its offices at Star
Bank Center, 425 Walnut Street, M. L. 5127, Cincinnati, Ohio 45202, attention
Mutual Fund Custody Department, or at such other place as the Custodian may from
time to time designate in writing.
6. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Trust shall be sufficiently given
-23-
<PAGE> 24
when delivered to the Trust or on the second business day following the time
such notice is deposited in the U. S. mail postage prepaid and addressed to the
Trust at its office at 580 Walnut Street, Cincinnati, Ohio 45202, or at such
other place as the Trust may from time to time designate in writing.
7. This Agreement with the exception of Appendices A & B may not be
amended or modified in any manner except by a written agreement executed by both
parties with the same formality as this Agreement, and authorized and approved
by a resolution of the Board of Trustees of the Trust.
8. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Trust or by the Custodian, and no
attempted assignment by the Trust or the Custodian shall be effective without
the written consent of the other party hereto.
9. This Agreement shall be construed in accordance with the laws of the
State of Ohio.
10. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective Officers, thereunto duly authorized as of the day
and year first above written.
ATTEST: GRADISON-McDONALD CASH RESERVES TRUST
/s/Richard M. Wachterman By: /s/ Paul J. Weston
President
ATTEST: STAR Bank, N.A.
/s/ Cheri Scott Gerace By: /s/Lynette C. Gibson
Senior Trust Officer
<PAGE> 25
APPENDIX A
<TABLE>
<CAPTION>
<S> <C> <C>
AUTHORIZED PERSONS SPECIMEN SIGNATURES
Chairman: Donald E. Weston /s/ Donald E. Weston
President: Paul J. Weston /s/ Paul J. Weston
Secretary: Richard M. Wachterman /s/ Richard M. Wachterman
Treasurer: Gordon A. Price /s/ Gordon A. Price
Controller: _____________________ ______________________
Adviser Employees: Leigh R. Judd /s/Leigh R. Judd
Mark A. Frietch /s/ Mark A. Frietch
C. Stephen Wesselkamper /s/ C. Stephen
Wesselkamper
</TABLE>
<PAGE> 26
APPENDIX B
The following Depository(s) and Sub-Custodian(s) are employed
currently by Star Bank, N. A. for securities processing and control...
The Depository Trust Company (New York)
7 Hanover Square
New York, NY 10004
The Federal Reserve Bank
Cincinnati and Cleveland Branches
Bankers Trust Company
16 Wall Street
New York, NY 10005
-26-
<PAGE> 27
Appendix C
Star Bank, NA as Custodian, will receive monthly compensation for
services according to the terms of the following schedule:
1) Portfolio Transaction Fees:
a) For each repurchase agreement transaction $ 7.00
b) For each portfolio transaction processed 11.00
through DTC or Federal Reserve
c) For each portfolio transaction processed 25.00
through our New York custodian
d) For each GNMA/Amortized Security Purchase 25.00
e) For each GNMA Prin/Int Paydowns, GNMA Sales 8.00
f) For each option/future contract written,
exercise 40.00
g) For each Eurodollar CD transaction 100.00
h) For each Euroclear/Cedel transaction 100.00
i) For each DDA reconciliation 35.00
j) For each custody invoice 10.00
k) For each cash receipt/disbursement 5.00
A transaction is a purchase/sale of a security, free
receipt/free delivery (excludes initial conversion), maturity,
tender or exchange.
2) Monthly Base Fee -- Per Fund $1000.00
3) Out-of-Pocket Expenses
Star Bank shall be reimbursed for all out-of-pocket expenses including
postage, insurance, and long distance telephone charges.
Earnings Credits
On a monthly basis excess earnings credits for uninvested custody
balances will be applied against transaction fees (as referenced in
item #1 above).
Earnings credits are based on the floating 3-month average T- bill rate
on the investable balance.
Star Bank will guarantee these fees to the Gradison-McDonald Cash
Reserves Trust for a period of three (3) years from the inception date
of the agreement.
All compensation is payable monthly.
<PAGE> 1
EXHIBIT 9
TRANSFER AGENCY, ACCOUNTING SERVICES
AND ADMINISTRATIVE SERVICES AGREEMENT
Agreement made as of the 24th day of September, 1993
between GRADISON-MCDONALD U.S. GOVERNMENT RESERVES SERIES OF GRADISON CASH
RESERVES TRUST, a business trust organized and existing under the laws of the
State of Massachusetts, having its principal office and place of business at 580
Walnut Street, Cincinnati, Ohio 45202 (hereinafter referred to as the "Fund"),
and McDONALD & COMPANY SECURITIES, INC., a registered transfer agent, having its
principal office and place of business at 800 Superior Avenue, Cleveland, Ohio
44114 (hereinafter referred to as the "Transfer Agent").
W I T N E S S E T H:
- - - - - - - - - -
That for and in connection of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall
have the following meanings:
1. "Approved Institution" shall mean an entity so named in a
Certificate. From time to time the Fund may amend a previously delivered
Certificate by delivering to the Transfer Agent a Certificate naming an
additional entity or deleting any entity named in a previously delivered
Certificate.
2. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement to be given to
the Transfer Agent by the Fund which is signed by any Officer, as hereinafter
defined, and actually received by the Transfer Agent.
3. "Custodian" shall mean the Fund's custodian under the terms
and conditions of the Custody Agreement between the Custodian and the Fund, or
its successor(s).
4. "Fund Business Day" shall be deemed to be each day on which
The New York Stock Exchange, Inc. is open for trading.
<PAGE> 2
5. "Officer" shall be deemed to be the Fund's Chairman of the
Board, the Fund's President, any Vice President of the Fund, the Fund's
Secretary, the Fund's Treasurer, any Controller of the Fund, any Assistant
Controller of the Fund, any Assistant Treasurer of the Fund, any Assistant
Secretary of the Fund, and any other person duly authorized by the Board of
Trustees of the Fund to execute any Certificate, instruction, notice or other
instrument on behalf of the Fund and named in the Certificate annexed hereto as
Appendix A, as such Certificate may be amended from time to time, and any person
reasonably believed by the Transfer Agent to be such a person.
6. "Shares" shall mean all or any part of each class of shares
of beneficial interest in the Fund listed in the Certificate annexed hereto as
Appendix B, as may be amended from time to time, which from time to time are
authorized and/or issued by the Fund.
7. "Prospectus" shall mean the last Fund prospectus and
statement of additional information actually received by the Transfer Agent from
the Fund with respect to which the Fund has indicated a registration statement
under the Federal Securities Act of 1933, as amended ("1933 Act"), has become
effective.
8. "Transfer Agent" shall mean McDonald & Company Securities,
Inc., as transfer agent, dividend disbursing agent, and accounting and
administrative services provider under the terms and conditions of this
Agreement, its successor(s) or assign(s).
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. The Fund hereby constitutes and appoints the Transfer Agent
as transfer agent of all of the Shares of the Fund and as dividend disbursing
agent during the period of this Agreement.
2. The Transfer Agent hereby accepts appointment as transfer
agent and dividend disbursing agent and agrees to perform the duties thereof as
hereinafter set forth.
3. In connection with such appointment, the Fund shall deliver
the following documents to the Transfer Agent:
(a) A certified copy of the Declaration of Trust of the
Fund and all amendments thereto;
(b) A certified copy of the By-Laws of the Fund;
<PAGE> 3
(c) A certified copy of a resolution of the Board of
Trustees of the Fund appointing the Transfer Agent and authorizing the execution
of this Transfer Agency Agreement;
(d) A Certificate signed by the Secretary of the Fund
specifying with respect to each class of Shares: the number of authorized
Shares, the number of such authorized Shares issued, and the number of such
authorized Shares issued and currently outstanding, the names and specimen
signatures of the Officers of the Fund, and the name and address of the legal
counsel for the Fund;
(e) Specimen Share certificates for each class of Shares,
if any, in the form approved by the Board of Trustees of the Fund, together with
a certificate signed by the Secretary of the Fund as to such approval; and
(f) Copies of the Fund's Registration Statement, as
amended to date, and the most recently filed Post-Effective Amendment thereto,
filed by the Fund with the Securities and Exchange Commission ("SEC") under the
1933 Act, and under the Investment Company Act of 1940, as amended ("1940 Act"),
together with any applications filed in connection therewith.
4. If Share certificates are issued, the Fund shall furnish
the Transfer Agent with a sufficient supply of blank Share certificates and from
time to time will renew such supply upon request of the Transfer Agent. Such
blank Share certificates shall be properly signed, by facsimile or otherwise, by
Officers of the Fund authorized by law or by the by-laws to sign Share
certificates, and, if required, shall bear the corporate seal or facsimile
thereof.
ARTICLE III
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split, recapitalization
or other capital adjustment requiring a change in the form of Share
certificates, the Transfer Agent will issue Share certificates in the new form
in exchange for, or upon transfer of, outstanding Share certificates in the old
form, upon receiving:
(a) A Certificate authorizing the issuance of Share
certificates in the new form;
<PAGE> 4
(b) Specimen Share certificates for each class of Shares in
the new form approved by the Board of Trustees of the Fund, with a Certificate
signed by the Secretary of the Fund as to such approval; and
(c) An opinion of counsel for the Fund with respect to the
validity of the Shares in the new form and the status of such Shares under the
1933 Act and any other applicable federal law or regulation (i.e., if subject to
registration, that the Shares have been registered and that the Registration
Statement has become effective or, if exempt, the specific grounds therefor).
2. The Fund shall furnish the Transfer Agent with a sufficient
supply of blank Share certificates in the new form, and from time to time will
replenish such supply upon the request of the Transfer Agent. Such blank Share
certificates shall be properly signed by Officers of the Fund authorized by law
or by the by-laws to sign Share certificates and, if required, shall bear the
corporate seal or facsimile thereof. The Fund agrees to indemnify and exonerate,
save and hold harmless the Transfer Agent from and against any and all claims or
demands that may be asserted against the Transfer Agent with respect to the
genuineness of any Share certificate supplied to the Transfer Agent pursuant to
this section.
<PAGE> 5
ARTICLE IV
ISSUANCE, REDEMPTION, AND TRANSFER OF SHARES
1. (a) The Transfer Agent shall accept with respect to each
Fund Business Day, at such times as are agreed upon from time to time by the
Transfer Agent and the Fund, each (i) purchase order received from a purchaser,
or shareholder, whether or not an Approved Institution, and (ii) redemption
request either received from a shareholder, whether or not an Approved
Institution, or contained in a Certificate, provided that (A) such purchase
order or redemption request, as the case may be, is reasonably believed by the
Transfer Agent to be in conformity with the Fund's purchase and redemption
procedures described in the Prospectus, and (B) the Transfer Agent has agreed to
accept and act in accordance with such type of purchase order or redemption
request, as the case may be.
(b) The Transfer Agent also shall accept with respect to
each Fund Business Day, at such times as are agreed upon from time to time by
the Transfer Agent and the Fund, a computer tape consistent in all respects with
the Transfer Agent's tape layout package, as amended from time to time, which is
believed by the Transfer Agent to be furnished by or on behalf of any Approved
Institution.
2. On each Fund Business Day the Transfer Agent shall, as of
the time at which the Fund computes its net asset value, issue to, and redeem
from, the accounts specified in a purchase order, redemption request, or
computer tape which in accordance with the Prospectus is effective on such Fund
Business Day the appropriate number of full and fractional Shares based on the
net asset value per Share of such class specified in an advice received on such
Fund Business Day from the Fund. Notwithstanding the foregoing, if a redemption
specified in a computer tape is for a dollar value of Shares in excess of the
dollar value of uncertificated Shares in the specified account, the Transfer
Agent shall not effect such redemption in whole or part, and promptly shall
orally advise both the Fund and the Approved Institution which supplied such
tape of such discrepancy.
<PAGE> 6
3. The Transfer Agent shall, as of each Fund Business Day
specified in a Certificate or resolution described in paragraph 1 of succeeding
Article V, issue Shares of a class, based on the net asset value per Share of
such class specified in an advice received from the Fund on such Fund Business
Day, in connection with a reinvestment of a dividend or distribution on Shares
of such class.
<PAGE> 7
4. On each Fund Business Day, the Transfer Agent shall supply
the Fund with a statement specifying with respect to the immediately preceding
Fund Business Day: the total number of Shares of each class (including
fractional Shares) issued and outstanding at the opening of business on such
day; the total number of Shares of each Class sold to the Custodian, on such day
pursuant to preceding paragraph 2 of this Article; the total number of Shares of
each class redeemed by the Custodian on such day; the total number of Shares of
each class, if any, sold to the Custodian on such day pursuant to preceding
paragraph 3 of this Article, and the total number of Shares of each class issued
and outstanding. On the same day such statement is received by the Fund, the
Fund shall confirm the information contained therein by delivering to the
Transfer Agent a Certificate with respect to the same.
5. In connection with each purchase and each redemption of
Shares, the Transfer Agent shall send such statements as are described in the
Prospectus. If the Prospectus indicates that certificates for Shares are
available, and if specifically requested in writing by any shareholder, the
Transfer Agent will countersign, issue and mail to such shareholder at the
address set forth in the records of the Transfer Agent, a Share certificate for
any full Shares requested. In addition, the Transfer Agent shall issue and mail
Share certificates for full Shares requested otherwise than in writing provided
(i) such request is in accordance with the Prospectus and (ii) the Transfer
Agent has expressly agreed with the Fund to act in accordance with such
requests.
6. As of each Fund Business Day the Transfer Agent shall
furnish the Custodian with an advice setting forth the number and dollar amount
of Shares to be redeemed or purchased on such Fund Business Day in accordance
with paragraph 2 of this Article.
7. Upon receipt of moneys paid to it by the Custodian in
connection with a redemption of Shares, the Transfer Agent shall cancel the
redeemed Shares and after making appropriate deduction for any withholding of
taxes required of it by applicable law (a) in the case of a redemption of Shares
pursuant to a redemption described in preceding paragraph 1(a) of this Article,
make payment in accordance with the Fund's redemption and payment procedures
described in the Prospectus, and (b) in the case of a redemption of Shares
pursuant to a computer tape described in preceding paragraph 1(b) of this
Article, make payment by directing a federal funds wire order to the account
previously designated by the Approved Institution specified in said computer
tape.
8. The Transfer Agent shall not be required to issue any
Shares after it has received from an Officer of the Fund or from an appropriate
federal or state authority written notification that the sale of Shares has been
suspended or discontinued, and the Transfer Agent shall be entitled to rely upon
such written notification.
9. Upon the issuance of any Shares in accordance with this
Agreement the Transfer Agent shall not be responsible for the payment of any
original
<PAGE> 8
issue or other taxes required to be paid by the Fund in connection with such
issuance of any Shares.
10. Shares which are subject to restriction on transfer or
redemption (including, without limitation, Shares acquired pursuant to a
restrictive investment representation, Shares held by controlling persons,
Shares subject to shareholder's agreements, etc.) other than the general
restrictions on the transferability of the Shares described in the Prospectus,
may not be transferred or redeemed except upon receipt by the Transfer Agent of
an opinion of counsel for the Fund stating that such transfer or redemption is
in accordance with applicable law, and may be properly effected. The Transfer
Agent shall be entitled to rely upon such opinion and shall be indemnified by
the Fund for any transfer or redemption made in reliance upon any such opinion.
11. The Transfer Agent shall accept a computer tape consistent
with the Transfer Agent's tape layout package, as amended from time to time,
which is reasonably believed by the Transfer Agent to be furnished by or on
behalf of any Approved Institution and is represented to be instructions with
respect to the transfer of Shares from one account of such Approved Institution
to another such account, and shall effect the transfers specified in said
computer tape.
12. (a) Except as otherwise provided in sub-paragraph (b) of
this paragraph and in paragraph 13 of this Article, Shares will be transferred
or redeemed upon presentation to the Transfer Agent of Share certificates or
instructions properly endorsed for transfer or redemption, accompanied by such
documents as the Transfer Agent deems necessary to evidence the authority of the
person making such transfer or redemption, and bearing satisfactory evidence of
the payment of stock transfer taxes. In the case of small estates, where no
administration is contemplated, the Transfer Agent may, when furnished with an
appropriate surety bond, and without further approval of the Fund, transfer or
redeem Shares registered in the name of a decedent where the current market
value of the Shares being transferred does not exceed such amount as may from
time to time be prescribed by various states. The Transfer Agent reserves the
right to refuse to transfer or redeem Shares until it is satisfied that the
endorsement on the share certificate or instructions is valid and genuine, and
for that purpose it will require, unless otherwise instructed by an authorized
Officer of the Fund, a guarantee of signature by a member firm of a National
Securities Exchange, by a bank or trust company acceptable to the Transfer
Agent, or as otherwise provided by regulation of the SEC. The Transfer Agent
also reserves the right to refuse to transfer or redeem Shares until it is
satisfied that the requested transfer or redemption is legally authorized, and
it shall incur no liability for the refusal, in good faith, to make transfers to
redemptions which the Transfer Agent, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no basis to any claims
adverse to such transfer or redemption. The Transfer Agent may, in effecting
transfers and redemptions of Shares, rely upon those provisions of the Uniform
Act for the Simplification of Fiduciary Security Transfers or the Uniform
Commercial Code, as the same may be amended from time to time, applicable to the
transfer of securities, and the Fund shall
<PAGE> 9
indemnify the Transfer Agent for any act done or omitted by it in good faith in
reliance upon such laws.
(b) Notwithstanding the foregoing or any other provision
contained in this Agreement to the contrary, the Transfer Agent shall be fully
protected by the Fund in not requiring any instruments, documents, assurances,
endorsements or guarantees, including without limitation, any signature
guarantees, in connection with a redemption, or transfer, of Shares whenever the
Transfer Agent reasonably believes that requiring the same would be inconsistent
with the transfer and redemption procedures as described in the Prospectus.
13. Notwithstanding any provision contained in this Agreement to the
contrary, the Transfer Agent shall not be required or expected to require, as a
condition to any transfer of any Shares pursuant to paragraph 11 of this Article
or any redemption of any Shares pursuant to a computer tape described in this
Article, any documents, including, without limitation, any documents, of the
kind described in sub-paragraph (a) of paragraph 12 of this Article, to evidence
the authority of the person requesting the transfer or redemption and/or the
payment of any stock transfer taxes, and shall be fully protected in acting in
accordance with the applicable provisions of this Article.
14. (a) As used in this Agreement, the terms "computer tape" and
"computer tape believed by the Transfer Agent to be furnished by an Approved
Institution" shall include any tapes generated by the Transfer Agent to reflect
information believed by the Transfer Agent to have been input by an Approved
Institution, via a remote terminal or other similar link, into a data
processing, storage, or collection system, or similar system (the "System"),
located on the Transfer Agent's premises. For purposes of paragraph 1 of this
Article, such a computer tape shall be deemed to have been furnished at such
times as are agreed upon from time to time by the Transfer Agent and Fund only
if the information reflected thereon was input into the System at such times as
are agreed upon from time to time by the Transfer Agent and Fund.
(b) Nothing contained in this Agreement shall constitute any
agreement or representation by the Transfer Agent to permit, or to agree to
permit, any Approved Institution to input information into a System.
15. The Fund hereby retains the Transfer Agent to provide all necessary
services to the Fund with respect to maintaining the books and accounting
records of the Fund, coordinating the transfer agent activities with the Fund,
pricing the securities of the Fund, calculating its net asset value,
coordinating the audit function with the Fund's independent accountant, and such
other activities as may be agreed to from time to time. The Fund shall pay to
the Transfer Agent a fee for providing such services as set forth in Appendix A
to this Agreement.
<PAGE> 10
ARTICLE V
DIVIDENDS AND DISTRIBUTIONS
1. The Fund shall furnish to the Transfer Agent a copy of a resolution
of its Board of Trustees, certified by the Secretary or any Assistant Secretary,
either (i) setting forth with respect to a class of Shares the date of the
declaration of a dividend or distribution, the date of accrual or payment, as
the case may be, thereof, the record date as of which Shareholders entitled to
payment, or accrual, as the case may be, shall be determined, the amount per
Share of such dividend or distribution, the payment date on which all previously
accrued and unpaid dividends are to be paid, and the total amount, if any,
payable to the Transfer Agent on such payment date, or (ii) authorizing the
declaration of dividends and distributions on a daily or other periodic basis
and authorizing the Transfer Agent to rely on a Certificate setting forth the
information described in subsection (i) of this paragraph.
2. Upon the payment date specified in such Certificate or resolution,
as the case may be, the Fund shall, in the case of a cash dividend or
distribution, cause the Custodian to make available to the Transfer Agent an
amount of cash, if any, sufficient for the Transfer Agent to make the payment,
if any, specified in such Certificate or resolution, as the case may be, to the
Shareholders of record as of such payment date. The Transfer Agent will, upon
receipt of any such cash, make payment of such cash dividends or distributions
to the Shareholders of record as of the record date by: (i) mailing a check,
payable to the registered shareholder, to the address of record or dividend
mailing address, or (ii) wiring such amounts to the accounts previously
designated by an Approved Institution, as the case may be. The Transfer Agent
shall not be liable for any improper payments made in accordance with a
Certificate or resolution described in the preceding paragraph. If the Transfer
Agent shall not receive from the Custodian sufficient cash to make payments of
any cash dividend or distribution on the payable date to all shareholders of
record of the Fund as of the record date, the Transfer Agent shall, upon
notifying the Fund, withhold payment to all shareholders of record as of the
record date until sufficient cash is provided to the Transfer Agent.
3. It is understood that the Transfer Agent shall in no way be
responsible for the determination of the rate or form of dividends or capital
gain distributions due to the shareholders.
4. It is understood that the Transfer Agent shall file such appropriate
information returns concerning the payment of dividends and capital gain
distributions with the proper federal, state and local authorities as are
required by law to be filed by the Fund but shall in no way be responsible for
the collection or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent required of it by applicable
law or agreed between the Transfer Agent and the Fund.
<PAGE> 11
ARTICLE VI
CONCERNING THE FUND
1. The Fund shall promptly deliver to the Transfer Agent written notice
of any change in the Officers authorized to sign Share certificates,
Certificates, notifications or requests, together with a specimen signature of
each new Officer. In the event any Officer who shall have signed manually or
whose facsimile signature shall have been affixed to blank Share certificates
shall die, resign or be removed prior to issuance of such Share certificates,
the Transfer Agent may issue such Share certificates of the Fund notwithstanding
such death, resignation or removal, and the Fund shall promptly deliver to the
Transfer Agent such approval, adoption or ratification as may be required by
law.
2. Each copy of the Declaration of Trust of the Fund and copies of all
amendments thereto shall be certified by the Secretary of the Fund. Each copy of
the By-Laws and copies of all amendments thereto, and copies of resolutions of
the Board of Trustees of the Fund, shall be certified by the Secretary of the
Fund.
3. It shall be the sole responsibility of the Fund to deliver to the
Transfer Agent the Fund's currently effective Prospectus and, for purposes of
this Agreement, the Transfer Agent shall not be deemed to have notice of any
information contained in such Prospectus until it is actually received by the
Transfer Agent.
ARTICLE VII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent represents that it is currently registered with
the appropriate federal agency for the registration of transfer agents, or is
otherwise permitted to conduct lawfully its activities without such registration
and that it will remain so registered for the duration of this Agreement. The
Transfer Agent agrees that it will promptly notify the Fund in the event of any
material change in its status as a registered transfer agent. Should the
Transfer Agent fail to be registered with the SEC as a transfer agent at any
time during this Agreement, and such failure to register does not permit the
Transfer Agent to conduct lawfully its activities, the Fund may terminate this
Agreement upon five days' written notice to the Transfer Agent.
2. The Transfer Agent shall not be liable and shall be fully protected
in acting upon any computer tape, writing or document reasonably believed by it
to be genuine and to have been signed or made by the proper person or persons
and shall not be held to have any notice of any change of authority of any
person until receipt of written notice thereof from
<PAGE> 12
the Fund or such person. It shall also be protected in processing Share
certificates which it reasonably believes to bear the proper manual or facsimile
signatures of the Officers of the Fund and the proper countersignature of the
Transfer Agent.
3. The Transfer Agent may establish such additional procedures, rules
and regulations governing the transfer or registration of certificates of stock
as it may deem advisable and consistent with such rules and regulations
generally adopted by transfer agents.
4. The Transfer Agent shall keep such records in complete and accurate
form as are required by law or otherwise as required by the Fund's Prospectus or
Statement of Additional Information or good business practice in the form and
manner, and for such period, as it may deem advisable but not inconsistent with
the rules and regulations of appropriate government authorities, in particular
Rules 31a-2 and 31a-3 under the 1940 Act, as amended from time to time. The
Transfer Agent may deliver to the Fund from time to time as mutually agreed with
the Fund, for safekeeping or disposition by the Fund in accordance with law,
such records, papers, Share certificates which have been canceled in transfer,
exchange or redemption, or other documents accumulated in the execution of its
duties as such Transfer Agent, other than those which the Transfer Agent is
itself required to maintain pursuant to applicable laws and regulations, and the
Fund shall assume all responsibility for any failure thereafter to produce any
record, paper, canceled Share certificate, or other document so returned, if and
when required. The records hereto maintained by the Transfer Agent pursuant to
this paragraph 4, which have not been previously delivered to the Fund pursuant
to the foregoing provisions of this paragraph 4, shall be considered to be the
property of the Fund, shall be made available promptly upon request for
inspection by the officers, employees and auditors of the Fund, and such records
shall be delivered to the Fund upon request and in any event upon the date of
termination of this Agreement, as specified in Article VIII of this Agreement,
in the form and manner kept by the Transfer Agent on such date of termination or
such earlier date as may be requested by the Fund.
5. The Transfer Agent agrees on its own behalf and that of its
employees to keep confidential all records of the Fund and information relating
to the Fund and its shareholders (past, present and future), its investment
adviser and its principal underwriter, unless the release of such records or
information is otherwise consented to, in writing, by the Fund prior to its
release. The Fund agrees that such consent shall not be unreasonably withheld,
and may not be withheld where the Transfer Agent may be exposed to civil or
criminal contempt proceedings or when required to divulge such information or
records to duly constituted authorities.
6. Subject to approval by the Fund, the Transfer Agent may employ
agents or attorneys-in-fact at the expense of the Fund. If the selection of any
such agent or attorney-in-fact is approved by the Fund in a Certificate, the
Transfer Agent shall not be liable for any loss or expense arising out of, or in
connection with, the actions or omissions to act of
<PAGE> 13
such agent or attorney-in-fact so long as the Transfer Agent acts in good faith
and without negligence or willful misconduct in the selection of such agent or
attorney-in-fact. In the event the selection of an agent or attorney-in-fact is
not approved by the Fund, the Transfer Agent shall have with respect to the
actions or omissions to act of such agent or attorney-in-fact the same rights,
duties, and responsibilities as the Transfer Agent would have if any such
actions or omissions to act were the action or omission to act of the Transfer
Agent or any officer or employee of the Transfer Agent. Notwithstanding the
foregoing, nothing contained in this paragraph shall obligate the Fund to
approve the selection of any agent or attorney-in-fact, and the Fund shall at
all times be free to withhold any such approval.
7. Except to the extent set forth in paragraph 6 of this Article, the
Transfer Agent shall not be liable for any loss or damage, including counsel
fees, resulting from its actions or omissions to act or otherwise, except for
any loss or damage arising out of its own failure to act in good faith,
negligence or willful misconduct.
8. The Transfer Agent shall maintain insurance of the types and in the
amounts deemed by it to be appropriate. To the extent that policies of insurance
may provide for coverage of claims for liability or indemnity by the parties set
forth in this Agreement, the contracts of insurance shall take precedence, and
no provision of this Agreement shall be construed to relieve an insurer of any
obligation to pay claims to the Fund, the Transfer Agent or other insured party
which would otherwise be a covered claim in the absence of any provision of this
Agreement.
9. The Transfer Agent represents and warrants that, to the best of its
knowledge, the various procedures and systems which the Transfer Agent has
implemented with regard to the safeguarding form loss or damage attributable by
fire, theft or any other cause (including provision for twenty-four hours a day
restricted access) of the Fund's blank checks, certificates, records and other
data and the Transfer Agent's equipment, facilities and other property used in
the performance of its obligations hereunder are adequate, and that it will make
such changes therein from time to time as in its judgment are required for the
secure performance of its obligation hereunder. The Transfer Agent shall review
such systems and procedures on a periodic basis and the Fund shall have access
to review these systems and procedures.
10. The Fund shall indemnify and exonerate, save and hold harmless the
Transfer Agent from and against any and all claims (whether with or without
basis in fact or law), demands, expenses (including attorney's fees) and
liabilities of any and every nature which the Transfer Agent may sustain or
incur or which may be asserted against the Transfer Agent by any person by
reason of or as a result of any action taken or omitted to be taken by the
Transfer Agent in good faith and without negligence or willful misconduct or in
reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii)
any instruction or order including, without limitation, any computer tape
reasonably believed by the
<PAGE> 14
Transfer Agent to have been received from an Approved Institution; (iv) any
instrument, order or Share certificate reasonably believed by it to be genuine
and to be signed, countersigned or executed by any duly authorized Officer of
the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any
opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall
indemnify and exonerate, save and hold harmless the Transfer Agent from and
against any and all claims (whether with or without basis in fact or law),
demands, expenses (including attorney's fees) and liabilities of any and every
nature which the Transfer Agent may sustain or incur or which may be asserted
against the Transfer Agent by any person by reason of or as a result of any
action taken or omitted to be taken by the Transfer Agent in good faith in
connection with its appointment or in reliance upon any law, act, regulation or
any interpretation of the same even though such law, act or regulation may
thereafter have been altered, changed, amended or repealed.
11. Specifically, but not by way of limitation, the Fund shall
indemnify and exonerate, save and hold harmless the Transfer Agent from and
against any and all claims (whether with or without basis in fact or law),
demands, expenses (including attorney's fees) and liabilities of any and every
nature which the Transfer Agent may sustain or incur or which may be asserted
against the Transfer Agent to any person in connection with the genuineness of a
Share certificate, the Transfer Agent's capacity and authorization to issue
Shares and the form and amount of authorized Shares.
12. At any time, the Transfer Agent may apply to an Officer of the Fund
for written instructions with respect to any matter arising in connection with
the Transfer Agent's duties and obligations under this Agreement, and the
Transfer Agent shall not be liable for any action taken or permitted by it in
good faith in accordance with such written instructions. Such application by the
Transfer Agent for written instructions from an Officer of the Fund may, at the
option of the Transfer Agent, set forth in writing any action proposed to be
taken or omitted by the Transfer Agent with respect to its duties or obligations
under this Agreement and the date on and/or after which such action shall be
taken, and the Transfer Agent shall not be liable for any action taken or
omitted in accordance with a proposal included in any such application on or
after the date specified therein unless, prior to taking or omitting any such
action, the Transfer Agent has received written instructions in response to such
application specifying the action to be taken or omitted. The Transfer Agent may
consult counsel to the Fund, or its own counsel, at the expense of the Fund, and
shall be fully protected with respect to anything done or omitted by it in good
faith in accordance with the advice or opinion of counsel to the Fund or its own
counsel.
13. The Transfer Agent agrees to indemnify and hold harmless the Fund
from all taxes, charges expenses, assessments, claims and liabilities arising
from the Transfer Agent's obligations pursuant to this Agreement (including,
without limitation, liabilities arising under the federal securities laws, and
any state and foreign securities and blue sky laws, and amendments thereto) and
expenses, including (without limitation) reasonable attorneys' fees and
disbursements arising directly or indirectly out of the Transfer Agent's
<PAGE> 15
own willful misfeasance, bad faith, negligence or reckless disregard of its
duties and obligations under this Agreement.
14. In order that the indemnification provisions contained in this
Article shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claims. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
15. When mail is used for delivery of non-negotiable Share
certificates, the value of which does not exceed the limits of the Transfer
Agent's Blanket Bond, the Transfer Agent shall send such non-negotiable Share
certificates by first class mail, and such deliveries will be covered while in
transit by the Transfer Agent's Blanket Bond. Non-negotiable Share certificates,
the value of which exceed the limits of the Transfer Agent's Blanket Bond, will
be sent by insured registered mail. Negotiable Share certificates will be sent
by insured registered mail. The Transfer Agent shall advise the Fund of any
Share certificates returned as undelivered after being mailed as herein
provided.
16. The Transfer Agent may issue new Share certificates in place of
Share certificates represented to have been lost, stolen or destroyed upon
receiving instructions in writing from an Officer and indemnity satisfactory to
the Transfer Agent. Such instructions from the Fund shall be in such form as
approved by the Board of Trustees of the Fund in accordance with the provisions
of law or of the By-Laws of the Fund governing such matters. If the Transfer
Agent receives written notification from the owner of the lost, destroyed or
stolen Share certificate within a reasonable time after he has notice of it, the
Transfer Agent shall promptly notify the Fund and shall act pursuant to written
instructions signed by an Officer. If the Fund receives such written
notification from the owner of the lost, destroyed or stolen Share certificate
within a reasonable time after he has notice of it, the Fund shall promptly
notify the Transfer Agent and the Transfer Agent shall act pursuant to written
instructions signed by an Officer. The Transfer Agent shall not be liable for
any act done or omitted by it pursuant to the written instructions described
herein. The Transfer Agent may issue new Share certificates in exchange for, and
upon surrender of, mutilated Share certificates.
17. The Transfer Agent will issue and mail subscription warrants for
Shares of beneficial interest, Shares representing stock dividends, exchanges or
splits, or act as conversion agent upon receiving written instructions from an
Officer and such other documents as the Transfer Agent may deem necessary.
<PAGE> 16
18. The Transfer Agent will supply shareholder lists to the Fund from
time to time upon receiving a request therefor from an Officer of the Fund.
19. In case of any requests or demands for the inspection of the
shareholder records of the Fund, the Transfer Agent will endeavor to notify the
Fund and to secure instructions from an Officer prior to such inspection.
Notwithstanding the foregoing, the Transfer Agent shall have the right to
exhibit such records to any Federal or State authority with whom the Fund or
Shares are registered, and the Transfer Agent shall further have the right to
exhibit any such records to any person whenever it receives an opinion from its
counsel that there is reasonable likelihood that the Transfer Agent will be held
liable for the failure to exhibit such records, provided, however, that in
connection with any such exhibiting the Transfer Agent shall promptly notify the
Fund upon receipt of any such request or demand for inspection, indicating
whether such exhibiting has been made or is to be made.
20. At the request of an Officer, the Transfer Agent will address and
mail such appropriate notices to shareholders as the Fund may direct.
21. Notwithstanding any of the foregoing provisions of this Agreement,
the Transfer Agent shall be under no duty or obligation to inquire into, and
shall not be liable for:
(a) The legality of the issue or sale of any Shares, the
sufficiency of the amount to be received therefor, or the authority of
the Approved Institution or of the Fund, as the case may be, to request
such sale or issuance;
(b) The legality of a transfer of Shares, or of a redemption
of any Shares, the propriety of the amount to be paid therefor, or the
authority of the Approved Institution or of the Fund, as the case may
be, to request such transfer or redemption;
(c) The legality of the declaration of any dividend by the
Fund, or the legality of the issue of any Shares in payment of any
stock dividend; or
(d) The legality of any recapitalization or readjustment of
the Shares.
22. The Transfer Agent shall be entitled to receive and the Fund hereby
agrees to pay to the Transfer Agent for its performance hereunder, the
compensation set forth in Appendix C hereto as it may be amended.
23. The Transfer Agent undertakes to comply with all applicable
requirements of the 1933 Act, Securities Exchange Act of 1934, as amended, and
the 1940 Act, and any laws, rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by the Transfer
Agent hereunder.
<PAGE> 17
24. The Transfer Agent shall have no duties or responsibilities
whatsoever except such duties and responsibilities as are specifically set forth
in this Agreement, and no covenant or obligation shall be implied in this
Agreement against the Transfer Agent.
ARTICLE VIII
ACCOUNTING AND ADMINISTRATIVE SERVICES
The Transfer Agent shall maintain the Fund's books and accounting
records, prepare and file registration statements and other reports with the
Securities and Exchange Commission and state regulatory authorities (other than
legal services with respect to such statements, reports, and filings), tax
returns, Trust filings, and similar statements, reports and filings.
ARTICLE IX
TERMINATION
Either of the parties hereto may terminate this Agreement by giving to
the other party a notice in writing specifying the date of such termination,
which shall be not less than 180 days after the date of receipt of such notice.
In the event such notice is given by the Fund, it shall be accompanied by a copy
of a resolution of the Board of Trustees of the Fund, certified by the Secretary
or any Assistant Secretary, electing to terminate this Agreement and designating
a successor transfer agent or transfer agents. In the event such notice is given
by the Transfer Agent, the Fund shall, on or before the termination date,
deliver to the Transfer Agent a copy of a resolution of its Board of Trustees
certified by the Secretary or any Assistant Secretary designating a successor
transfer agent or transfer agents. In the absence of such designation by the
Fund, the Transfer Agent may designate a successor transfer agent. If the Fund
fails to designate a successor transfer agent and if the Transfer Agent is
unable to find a successor transfer agent, the Fund shall, upon the date
specified in the notice of termination of this Agreement and delivery of the
records maintained hereunder, be deemed to be its own transfer agent and the
Transfer Agent shall thereby be relieved of all duties and responsibilities
pursuant to this Agreement. Upon the termination hereof, the Fund shall pay to
the Transfer Agent such compensation as may be due for the period prior to the
date of such termination. Any termination affected hereunder shall not affect
the rights and obligations of the parties under Article VII hereof.
<PAGE> 18
ARTICLE X
MISCELLANEOUS
1. The Fund agrees that prior to effecting any change in the Prospectus
which would increase or alter the duties and obligations of the Transfer Agent
hereunder, it shall advise the Transfer Agent of such proposed change at least
30 days prior to the intended date of the same, and shall proceed with such
change only if it shall have received the written consent of the Transfer Agent
thereto, and the Transfer Agent shall not unreasonably withhold such consent.
2. Any notice or other instrument in writing authorized or required by
this Agreement to be given to the Fund shall be sufficiently given if addressed
to the Fund and mailed or delivered to it at its office at 580 Walnut Street,
Cincinnati, Ohio 45202 or at such other place as the Fund may from time to time
designate in writing.
3. Any notice or other instrument in writing authorized or required by
this Agreement to be given to the Transfer Agent shall be sufficiently given if
addressed to the Transfer Agent and mailed or delivered to it at its office at
800 Superior Avenue, Cleveland, Ohio 44114 or at such other place as the
Transfer Agent may from time to time designate in writing.
4. This Agreement may not be amended or modified in any manner except
by a written agreement executed by both parties with the formality of this
Agreement and authorized or approved by a resolution of the Board of Trustees of
the Fund.
5. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Fund without the written consent
of the Transfer Agent.
6. This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio.
7. This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original; but such counterparts shall, together,
constitute only one instrument.
8. The provisions of this Agreement are intended to benefit only the
Transfer Agent and the Fund, and no rights shall be granted to any other person
by virtue of this Agreement.
<PAGE> 19
9. A copy of the Declaration of Trust, as amended, establishing the
Trust is on file with the Secretary of the State of Ohio, and notice is hereby
given that this Agreement is executed on behalf of the Trust by the officers of
the Trust as officers, and not individually, and that the shareholders,
trustees, officers, employees, representatives or agents of the Trust shall not
personally be bound by or liable under this Agreement, not shall resort be had
to their private property for the satisfaction of any obligation or claim
thereunder, as more fully provided under the terms of the Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized and their
respective corporate seals to be hereunto affixed, as of the day and year first
above written.
GRADISON CASH RESERVES TRUST
GRADISON-MCDONALD U.S. GOVERNMENT
RESERVES SERIES
By: /S/Donald E. Weston
-------------------
McDONALD & COMPANY SECURITIES, INC.
By:/S/ William Summers
------------------
<PAGE> 20
TRANSFER AGENCY, ACCOUNTING SERVICES AND ADMINISTRATIVE SERVICES AGREEMENT
APPENDIX B
I, Richard M. Wachterman, Secretary of Gradison Cash Reserves Trust, a
Massachusetts business trust (the "Trust")do hereby certify that the only class
of beneficial interest of the Trust issued and/or authorized, and subject to
this Transfer Agency Agreement as of the date hereof is shares of beneficial
interest in Gradison-McDonald U.S. Government Reserves series par value $.01 per
share.
/s/Richard M. Wachterman
-------------------------
Secretary
<PAGE> 21
GRADISON U.S. GOVERNMENT RESERVES
TRANSFER AGENCY, ACCOUNTING SERVICES AND
ADMINISTRATIVE SERVICES AGREEMENT
APPENDIX C
The Fund shall pay to the Transfer Agent for transfer agency and
administrative duties a fee in the amount of $23.50 per non-zero balance
shareholder account per year based on the number of accounts on the master file
at month-end, plus $5.00 per closed or zero balance shareholder account per year
based on the number of accounts on the master file at month end. The Fund shall
also pay out-of-pocket costs for statement paper, statement envelopes, reply
envelopes, and reply postage.
The Fund shall also pay to the Transfer Agent, for accounting services
an annual fee in the amount of .015% of the first $400 million of average daily
Fund net assets, .0125% of the next $300 million of average daily Fund net
assets, .0100% of the next $300 million of average daily Fund net assets, and
.075% of assets in excess of $1 billion, with a minimum annual fee of $25,000.
All fees shall be paid within ten days after the end of each month. The
Fund shall be responsible for paying any applicable taxes with respect to the
services provided by this Agreement.
Revised: May 8, 1997
<PAGE> 1
Exhibit 10
Gradison Division
McDonald & Company Securities, Inc.
580 Walnut Street
Cincinnati, Ohio 45202
(513) 579-5076
January 20, 1998
Gradison Cash Reserves Trust
580 Walnut Street
Cincinnati, Ohio 45202
Dear Sir or Madam:
Reference is made to the Post-Effective Amendment to the registration statement,
to be filed with the Securities & Exchange Commission with respect to the shares
of beneficial interest, $.01 per share par value to be offered for sale by
Gradison Cash Reserves Trust (the "Trust") such shares are hereinafter referred
to as the "Shares".
I wish to advise you that I have reviewed the Trust's Declaration of Trust, its
By-Laws, the record of proceeding of its shareholders and trustees from the date
of its organization until the present time, and such other documents and
questions of law as I deem necessary for the purpose of this opinion.
Based upon the foregoing, I am of the opinion that the Trust has authority to
issue the Shares and that, assuming such Shares are issued pursuant to the
terms, provisions and conditions set forth in the then current Registration
Statement of the Trust, under the Securities Act of 1933, as amended,
(Registration No. 2-55297), the Shares will be validly issued, fully paid and
nonassessable.
Respectfully submitted,
|S| Richard M. Wachterman
Richard M. Wachterman
General Counsel
<PAGE> 1
Exhibit 11
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the use in this Post
Effective Amendment No. 40 of our report dated October 24, 1997 and to all
references to our Firm included in or made a part of this Post-Effective
Amendment.
|S| Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Cincinnati, Ohio,
January 28, 1998
<PAGE> 1
SELF-DIRECTED
IRA SIMPLIFIER
CUSTODIAL
MCDONALD & COMPANY
SECURITIES, INC.
<PAGE> 2
EXHIBIT 14
MCDONALD & COMPANY
SECURITIES, INC.
Self-Directed IRA Simplifier
- --------------------------------------------------------------------------------
SELF-DIRECTED IRA FINANCIAL DISCLOSURE
- --------------------------------------------------------------------------------
This account is a Self-Directed Individual Retirement Account (IRA). You may
direct investment of your funds within this IRA into any investment instrument
offered by or through the Custodian. The Custodian will not exercise any
investment discretion regarding your IRA, as this is solely your responsibility.
Because this is a Self-Directed IRA, no projection of the growth of your IRA can
reasonably be shown or guaranteed. The value of your IRA will be solely
dependent upon the performance of any investment instrument chosen by you to
fund your IRA.
INVESTMENT OPTIONS
This is a Self-Directed IRA; you choose the investments which will fund your
IRA. Your investment choices are limited to investments we offer directly. Any
investments not generating a confirmation, if accepted by the Custodian, must be
accompanied by written instructions.
FEES
There are certain fees and charges connected with the investments you may select
for your IRA. These fees may include:
- Brokerage Commissions
- Mutual Funds Sales Charges
- Investment Management Fees
- Annual Maintenance Fees
These expenses will be charged against the IRA.
Annual Administration Fee: $40.00 (However, if you invest solely in
Gradison Mutual Funds, the Annual
Fee will be $10.00.)
Transfer or Termination Fee: $50.00
We reserve the right to change any of the above fees after notice to you, as
provided in your IRA Plan Agreement.
EARNINGS
Please refer to the prospectus or contract of the investment(s) of your choice
for the method(s) used for computing and allocating annual earnings. Growth in
the value of your IRA is neither guaranteed nor projected. The value of your IRA
will be computed by totaling the fair market value of the assets credited to
your account.
================================================================================
#100 (8/97) (C)1997 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE> 3
CLEVELAND MCDONALD & COMPANY CINCINNATI
800 Superior Avenue SECURITIES, INC. 580 Walnut Street
Cleveland, OH 44114 Cincinnati, OH 45202
(216) 443-2300 (513) 579-5000
(800) 553-2240 (800) 869-5666
<TABLE>
<CAPTION>
INDIVIDUAL RETIREMENT ACCOUNT ADOPTION AGREEMENT
================================================================================
ACCOUNTHOLDER INFORMATION
<S> <C> <C>
Check here if this is an ACCOUNT NO.________________________________
amendment to an existing IRA. NAME_______________________________________
[ ] Amendment HOME ADDRESS_______________________________
CITY_______________________________________
Type of IRA STATE______________________________________ ZIP CODE___________________________________
[ ] Regular HOME PHONE (________)______________________ BUSINESS PHONE (________)__________________
[ ] Spousal SOCIAL SECURITY NO.________________________ DATE OF BIRTH______________________________
[ ] SEP DEPOSIT AMOUNT: $__________________________
[ ] Rollover TYPE OF CONTRIBUTION: [ ] Contribution $____________ 199____ $_____________ 199____
[ ] Custodian Transfer [ ] Rollover [ ] Direct Rollover
================================================================================
DESIGNATION OF BENEFICIARY(IES)
I designate the individual(s) named below as my primary and contingent
Beneficiary(ies) of this IRA. I revoke all prior IRA Beneficiary designations,
if any, made by me. I understand that I may change or add Beneficiaries at any
time by completing and delivering the proper form to the Custodian. If any
primary or contingent Beneficiary dies before me, his or her interest and the
interest of his or her heirs shall terminate completely, and the percentage
share of any remaining Beneficiary(ies) shall be increased on a pro rata basis.
<CAPTION>
PRIMARY BENEFICIARY(IES)
The following individual(s) shall be my Primary Beneficiary(ies):
<S> <C> <C>
NAME _________________________________ SOCIAL SECURITY NO.____________________________
ADDRESS _________________________________ DATE OF BIRTH __________________SHARE__________%
_________________________________ RELATIONSHIP____________________________________
NAME _________________________________ SOCIAL SECURITY NO._____________________________
ADDRESS _________________________________ DATE OF BIRTH___________________SHARE__________%
_________________________________ RELATIONSHIP____________________________________
CONTINGENT BENEFICIARY(IES)
If none of the Primary Beneficiaries survive me, the following
individual(s) shall be my Beneficiary(ies):
NAME _________________________________ SOCIAL SECURITY NO.______________________________
ADDRESS _________________________________ DATE OF BIRTH ___________________SHARE__________%
_________________________________ RELATIONSHIP_____________________________________
NAME _________________________________ SOCIAL SECURITY NO.______________________________
ADDRESS _________________________________ DATE OF BIRTH____________________SHARE__________%
_________________________________ RELATIONSHIP_____________________________________
===============================================================================
ADDITIONAL INFORMATION
INVESTMENT OBJECTIVES (Check those which apply)
[ ] Income [ ] Long-Term Growth with Income [ ] Long-Term Growth with Greater
Risk [ ] Short-Term Growth with High Risk [ ] Speculation Annual Income
[ ] Less than $10,000 [ ] $10,000-$25,000 [ ] $25,000-$50,000 [ ] $50,000+
Net Worth (not including principal residence) [ ] Less than $25,000
[ ]$25,000-$100,000 [ ] $100,000+
================================================================================
INITIAL INVESTMENT (This section pertains to investing SOLELY in a Gradison
Mutual fund.)
All checks received will be invested in your cash account (Gradison U.S.
Government Reserves). You may indicate below for immediate investment into a
Gradison Mutual Fund. Enter the dollar amount or percentage to be invested. More
than one fund may be selected. Otherwise, contact your Investment Consultant.
<CAPTION>
<S> <C> <C> <C>
Gradison Established Value Fund $_____________ or _______% Gradison International Fund $_____________ or _______%
Gradison Government Income Fund $_____________ or _______% Gradison Opportunity Value Fund $_____________ or _______%
Gradison Growth & Income Fund $_____________ or _______%
</TABLE>
================================================================================
SPOUSAL CONSENT (For use in community or marital property states)
I am the spouse of the IRA accountholder named above. I agree to my spouse's
naming of a primary Beneficiary other than myself. I acknowledge that I have
received a fair and reasonable disclosure of my spouse's property and financial
obligations. I also acknowledge that I have no claim whatsoever against the
Custodian for any payment to my spouse's named Beneficiary(ies).
_______________________________________________________ ____________________
SPOUSE'S SIGNATURE DATE
================================================================================
SIGNATURES
Important: Please read before signing.
I understand the eligibility requirements for the type of IRA deposit I am
making and I state that I do qualify to make the deposit. I have received a copy
of the Application, 5305-A Plan Agreement, Financial Disclosure and Disclosure
Statement. I understand that the terms and conditions which apply to this
Individual Retirement Account are contained in this Application and the 5305-A
Plan Agreement. I agree to be bound by those terms and conditions. Within seven
(7) days from the date I open this IRA I may revoke it without penalty by
mailing or delivering a written notice to the Custodian.
I assume complete responsibility for:
1. Determining that I am eligible for an IRA each year I make a contribution.
2. Insuring that all contributions I make are within the limits set forth by the
tax laws.
3. The tax consequences of any contribution (including rollover
contributions) and distributions.
I ALSO CERTIFY UNDER THE PENALTIES OF PERJURY THAT THE TAXPAYER IDENTIFICATION
NUMBER PROVIDED ABOVE IS TRUE, CORRECT AND COMPLETE.
I HAVE READ, UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THE ARBITRATION
AGREEMENT AND DISCLOSURE WITHIN THIS FORM. I ACKNOWLEDGE RECEIPT OF THIS
AGREEMENT AND UNDERSTAND THAT IT CONTAINS A PREDISPUTE ARBITRATION AGREEMENT.
_______________________________________________________ _____________________
ACCOUNTHOLDER DATE
================================================================================
Acceptance by McDonald & Co. Securities, Inc.
INSTITUTION COPY
The Plan shall be deemed to have been accepted by McDonald & Co. Securities,
Inc. upon receipt of all necessary forms, properly completed.
_______________________________________________________ ____________________
ACCEPTANCE SIGNATURE BY McDONALD & CO. SECURITIES, INC. DATE
#100 (8/97) (C)1997 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE> 4
INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT
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Form 5305-A Under Section 408(A) Of The
Internal Revenue Code FORM (REV. OCT. 1992)
The Depositor whose name appears on the attached Application is establishing an
Individual Retirement Account under section 408(a) to provide for his or her
retirement and for the support of his or her beneficiaries after death.
The Custodian named on the attached Application has given the Depositor the
disclosure statement required under Regulations section 1.408-6.
The Depositor has assigned the custodial account the sum indicated on the
Application.
The Depositor and the Custodian make the following agreement:
ARTICLE I-----------------------------------------------------------------------
The Custodian may accept additional cash contributions on behalf of the
Depositor for a tax year of the Depositor. The total cash contributions are
limited to $2,000 for the tax year unless the contribution is a rollover
contribution described in Section 402(c) (but only after December 31, 1992),
403(a)(4), 403(b)(8), 408(d)(3) or an employer contribution to a Simplified
Employee Pension Plan as described in Section 408(k). Rollover contributions
before January 1, 1993, include rollovers described in Section 402(a)(5),
402(a)(6), 402(a)(7), 403 (a)(4), 403(b)(8), 408(d)(3), or an employer
contribution to a Simplified Employee Pension Plan described in Section 408(k).
ARTICLE II----------------------------------------------------------------------
The Depositor's interest in the balance in the Custodial account is
nonforfeitable.
ARTICLE III---------------------------------------------------------------------
1. No part of the Custodial funds may be invested in life insurance
contracts, nor may the assets of the Custodial account be commingled
with other property except in a common trust fund or common investment
fund (within the meaning of Section 408(a)(5)).
2. No part of the Custodial funds may be invested in collectibles (within
the meaning of Section 408(m)) except as otherwise permitted by Section
408(m)(3) which provides an exception for certain gold and silver coins
and coins issued under the laws of any state.
ARTICLE IV----------------------------------------------------------------------
1. Notwithstanding any provision of this agreement to the contrary, the
distribution of the Depositor's interest in the Custodial account shall
be made in accordance with the following requirements and shall
otherwise comply with Section 408(a)(6) and Proposed Regulations Section
1.408-8, including the incidental death benefit provisions of Proposed
Regulations Section 1.401(a)(9)-2, the provisions of which are herein
incorporated by reference.
2. Unless otherwise elected by the time distributions are required to begin
to the Depositor under paragraph 3, or to the surviving spouse under
paragraph 4, other than in the case of a life annuity, life expectancies
shall not be recalculated annually. Such election shall be irrevocable
as to the Depositor and the surviving spouse and shall apply to all
subsequent years. The life expectancy of a nonspouse beneficiary may not
be recalculated.
3. The Depositor's entire interest in the Custodial account must be, or
begin to be, distributed by the Depositor's required beginning date
(April 1 following the calendar year end in which the Depositor reaches
age 70 1/2). By that date, the Depositor may elect, in a manner
acceptable to the Custodian, to have the balance in the Custodial
account distributed in:
(a) A single sum payment.
(b) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the life of the
Depositor.
(c) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the joint and last
survivor lives of the Depositor and his or her designated
beneficiary.
(d) Equal or substantially equal annual payments over a specified
period that may not be longer than the Depositor's life
expectancy.
(e) Equal or substantially equal annual payments over a specified
period that may not be longer than the joint life and last
survivor expectancy of the Depositor and his or her designated
beneficiary.
4. If the Depositor dies before his or her entire interest is distributed
to him or her, the entire remaining interest will be distributed as
follows:
(a) If the Depositor dies on or after distribution of his or her
interest has begun, distribution must continue to be made in
accordance with paragraph 3.
(b) If the Depositor dies before distribution of his or her interest
has begun, entire remaining interest will, at the election of
the Depositor or, if the Depositor has not so elected, at the
election of the beneficiary or beneficiaries, either
(i) Be distributed by the December 31 of the year containing
the fifth anniversary of the Depositor's death, or
(ii) Be distributed in equal or substantially equal payments
over the life or life expectancy of the designated
beneficiary or beneficiaries starting by December 31 of
the year following the year of the Depositor's death.
If, however, the beneficiary is the Depositor's
surviving spouse, then this distribution is not required
to begin before December 31 of the year in which the
Depositor would have turned age 70 1/2.
(c) Except where distribution in the form of an annuity meeting the
requirements of Section 408(b)(3) and its related regulations
has irrevocably commenced, distributions are treated as having
begun on the Depositor's required beginning date, even though
payments may actually have been made before that date.
(d) If the Depositor dies before his or her entire interest has been
distributed and if the beneficiary is other than the surviving
spouse, no additional cash contributions or rollover
contributions may be accepted in the account.
5. In the case of a distribution over life expectancy in equal or
substantially equal annual payments, to determine the minimum annual
payment for each year, divide the Depositor's entire interest in the
Custodial Account as of the close of business on December 31 of the
preceding year by the life expectancy of the Depositor (or the joint
life and last survivor expectancy of the Depositor and the Depositor's
designated beneficiary, or the life expectancy of the designated
beneficiary, whichever applies). In the case of distributions under
paragraph 3, determine the initial life expectancy (or joint life and
last survivor expectancy) using the attained ages of the Depositor and
designated beneficiary as of their birthdays in the year the Depositor
reaches age 70 1/2 . In the case of a distribution in accordance with
paragraph 4(b)(ii), determine life expectancy using the attained age of
the designated beneficiary as of the beneficiary's birthday in the year
distributions are required to commence.
6. The owner of two or more individual retirement accounts may use the
"alternative method" described in Notice 88-38, 1988-1 C.B. 524, to
satisfy the minimum distribution requirements described above. This
method permits an individual to satisfy these requirements by taking
from one individual retirement account the amount required to satisfy
the requirement for another.
ARTICLE V-----------------------------------------------------------------------
1. The Depositor agrees to provide the Custodian with information necessary
for the Custodian to prepare any reports required under Section 408(i)
and Regulations Sections 1.408-5 and 1.408-6.
2. The Custodian agrees to submit reports to the Internal Revenue Service
and the Depositor as prescribed by the Internal Revenue Service.
ARTICLE VI----------------------------------------------------------------------
Notwithstanding any other articles which may be added or incorporated, the
provisions of Articles I through III and this sentence will be controlling. Any
additional articles that are not consistent with Section 408(a) and related
regulations will be invalid.
ARTICLE VII---------------------------------------------------------------------
This Agreement will be amended from time to time to comply with the provisions
of the Code and related regulations. Other amendments may be made with the
consent of the persons whose signatures appear on the application.
ARTICLE VIII-------------------------------------------------------------------
8.01 DEFINITIONS: In this part of this Agreement (Article VIII), the words
"you" and "your" mean the Depositor, the words "we," "us" and "our" mean
the Custodian and "Code" means the Internal Revenue Code.
8.02 NOTICES AND CHANGE OF ADDRESS: Any required notice regarding this IRA
will be considered effective when we mail it to the last address of the
intended recipient which we have in our records. Any notice to be given
to us will be considered effective when we actually receive it. You must
notify us of any change of address.
8.03 REPRESENTATIONS AND RESPONSIBILITIES: You represent and warrant to us
that any information you have given or will give us with respect to this
Agreement is complete and accurate. Further, you agree that any
directions you give us, or action you take will be proper under this
Agreement and that we are entitled to rely upon any such information or
directions. We shall not be responsible for losses of any kind that may
result from your directions to us or your actions or failures to act and
you agree to reimburse us for any loss we may incur as a result of such
directions, actions or failures to act. We shall not be responsible for
any penalties, taxes, judgments or expenses you incur in connection with
your IRA. We have no duty to determine whether your contributions or
distributions comply with the Code, regulations, rulings or this
Agreement.
8.04 SERVICE FEES: We have the right to charge an annual service fee or other
designated fees (for example, a transfer, rollover or termination fee)
for maintaining your IRA. In addition, we have the right to be
reimbursed for all reasonable expenses we incur in connection with the
administration of your IRA. We may charge you separately for any fees or
expenses or we may deduct the amount of the fees or expenses from the
assets in your IRA at our discretion. We reserve the right to charge any
additional fee upon 30 days notice to you that the fee will be
effective.
Any brokerage commissions attributable to the assets in your IRA will be
charged to your IRA. You cannot reimburse your IRA for those
commissions.
8.05 INVESTMENT OF AMOUNTS IN THE IRA:
a. DIRECTION OF INVESTMENT - You have exclusive responsibility for
and control over the investment of the assets of your IRA. You
shall direct all investment transactions, including earnings and
the proceeds from securities sales. Your selection of
investments, however, shall be limited to publicly traded
securities, mutual funds, money market instruments and other
investments that are obtainable by us and that we are capable of
holding in the ordinary course of our business.
In the absence of instructions from you or if your instructions
are not in a form acceptable to us, we shall hold any uninvested
amounts in cash and we shall have no responsibility to invest
uninvested cash unless and until directed by you.
<PAGE> 5
All transactions shall be subject to any and all applicable
Federal and State laws and regulations and the rules,
regulations, customs and usages of any exchange, market or
clearing house where the transaction is executed and to our
policies and practices.
After your death, your beneficiary(ies) shall have the right to
direct the investment of your IRA assets, subject to the same
conditions that applied to you during your lifetime under this
Agreement (including, without limitation, Section 8.03).
b. OUR INVESTMENT POWERS AND DUTIES - We shall have no discretion
to direct any investment in your IRA. We assume no
responsibility for rendering investment advice with respect to
your IRA, nor will we offer any opinion or judgment to you on
matters concerning the value or suitability of any investment or
proposed investment for your IRA. We shall exercise the voting
rights and other shareholder rights with respect to securities
in your IRA but only in accordance with the instructions you
give to us.
c. DELEGATION OF INVESTMENT RESPONSIBILITY - We may, but are not
required to, permit you to delegate your investment
responsibility for your IRA to another party acceptable to us by
giving written notice of your delegation in a format we
prescribe. We shall follow the direction of any such party who
is properly appointed and we shall be under no duty to review or
question, nor shall we be responsible for, any of that party's
directions, actions or failures to act.
8.06 BENEFICIARIES: If you die before you receive all of the amounts in your
IRA, payments from your IRA will be made to your beneficiaries.
You may designate one or more person or entity as beneficiary of your
IRA. This designation can only be made on a form prescribed by us and it
will only be effective when it is filed with us during your lifetime.
Each beneficiary designation you file with us will cancel all previous
ones. The consent of a beneficiary shall not be required for you to
revoke a beneficiary designation. If you do not designate a beneficiary,
your estate will be the beneficiary.
If the beneficiary payment election described in Article IV, Section
4(b) of this Agreement is not made by December 31 of the year following
the year of your death, the following rules apply. If the beneficiary is
your spouse, the payment described in Article IV, Section 4(b)(ii) will
be deemed elected (that is, payments over the life or life expectancy of
your spouse). If the beneficiary or beneficiaries are or include anyone
other than your surviving spouse, the payment method described in
Article IV, Section 4(b)(i) will be deemed elected (that is the 5 year
rule).
8.07 TERMINATION: Either party may terminate this Agreement at any time by
giving written notice to the other. We can resign as Custodian at any
time effective 30 days after we mail written notice of our resignation
to you. Upon receipt of that notice, you must make arrangements to
transfer your IRA to another financial organization. If you do not
complete a transfer of your IRA within 30 days from the date we mail the
notice to you, we have the right to transfer your IRA assets to a
successor IRA custodian or trustee that we choose in our sole discretion
or we may pay your IRA to you in a single sum. We shall not be liable
for any actions or failures to act on the part of any successor
custodian or trustee nor for any tax consequences you may incur that
result from the transfer or distribution of your assets pursuant to this
section.
If this Agreement is terminated, we may hold back from your IRA a
reasonable amount of money that we believe is necessary to cover any one
or more of the following:
- any fees, expenses or taxes chargeable against your IRA;
- any penalties associated with the early withdrawal of
any savings instrument or other investment in your IRA.
If our organization is merged with another organization (or comes under
the control of any Federal or State agency) or if our entire
organization (or any portion which includes your IRA) is bought by
another organization, that organization (or agency) shall automatically
become the trustee or custodian of your IRA, but only if it is the type
of organization authorized to serve as an IRA trustee or custodian.
If we are required to comply with Section 1.408-2(e) of the Treasury
Regulations and we fail to do so, or we are not keeping the records,
making the returns or sending the statements as are required by forms or
regulations, the IRS may, after notifying you, require you to substitute
another custodian or trustee.
8.08 AMENDMENTS: We have the right to amend this Agreement at any time. Any
amendment we make to comply with the Code and related regulations does
not require your consent. You will be deemed to have consented to any
other amendment unless, within 30 days from the date we mail the
amendment, you notify us in writing that you do not consent.
8.09 WITHDRAWALS: All requests for withdrawal shall be in writing on a form
provided by or acceptable to us. The method of distribution must be
specified in writing. The tax identification number of the recipient
must be provided to us before we are obligated to make a distribution.
Any withdrawals shall be subject to all applicable tax and other laws
and regulations including possible early withdrawal penalties and
withholding requirements.
8.10 REQUIRED MINIMUM DISTRIBUTIONS: We reserve the right to elect whether or
not life expectancies will be recalculated in connection with required
minimum distributions from your IRA, provided, however, that we give you
notice of our election. Alternatively, we may allow you to make such an
election.
As described in Article IV, Section 3, of this Agreement, you may make
an election to begin receiving payments from your IRA in a manner that
satisfies the required minimum distribution rules no later than April
1st of the year following the year you reach age 70 1/2 . (This is
called the "required beginning date.")
If you fail to make such an election by your required beginning date, we
can, at our complete and sole discretion, calculate your required
minimum distribution from your IRA each year based on your single life
expectancy (not recalculated) and pay those distributions to you until
you direct otherwise.
We will not be liable for any penalties or taxes related to your failure
to take a distribution.
8.11 TRANSFERS FROM OTHER PLANS: We can receive amounts transferred to this
IRA from the custodian or trustee of another IRA. In addition, we can
accept direct rollovers of eligible rollover distributions from employer
plans as permitted by the Code. We reserve the right not to accept any
transfer or direct rollover.
8.12 LIQUIDATION OF ASSETS: We have the right to liquidate assets in your IRA
if necessary to make distributions or to pay fees, expenses or taxes
properly chargeable against your IRA. If you fail to direct us as to
which assets to liquidate, we will decide in our complete and sole
discretion and you agree not to hold us liable for any adverse
consequences that result from our decision.
8.13 RESTRICTIONS ON THE FUND: Neither you nor any beneficiary may sell,
transfer or pledge any interest in your IRA in any manner whatsoever,
except as provided by law or this Agreement.
The assets in your IRA shall not be responsible for the debts, contracts
or torts of any person entitled to distributions under this Agreement.
8.14 WHAT LAW APPLIES: This Agreement is subject to all applicable Federal
and State laws and regulations. If it is necessary to apply any State
law to interpret and administer this Agreement, the law of our domicile
shall govern.
If any part of this Agreement is held to be illegal or invalid, the
remaining parts shall not be affected. Neither your nor our failure to
enforce at any time or for any period of time any of the provisions of
this Agreement shall be construed as a waiver of such provisions, or
your right or our right thereafter to enforce each and every such
provision.
8.15 ARBITRATION:
ORDER FLOW DISCLOSURE - McDonald & Company receives payment from Bernard
L. Madoff Investment Securities ("Madoff") for routing certain orders in
Listed and NASDAQ securities to it for execution. McDonald & Company
receives payment of $.01 or $.02 per share respectively on all orders
that are executed by Madoff. These orders are exposed across all
exchanges and market centers for the purpose of obtaining price
improvement. If price improvement is not obtained, Madoff executes the
order at the national best bid or best offer. Our foremost objective is
to obtain the best executions for our clients, regardless of any
compensation factor.
ARBITRATION DISCLOSURE - Please read the following carefully, as they
affect your rights and the rights of McDonald & Company in the event
that any dispute arises between us which cannot be amicably resolved.
- Arbitration is final and binding on the parties.
- The parties are waiving their right to seek remedies in
court, including the right to a jury trial.
- Pre-arbitration discovery is generally more limited than
and different from court proceedings.
- The arbitrators award is not required to include factual
findings or legal reasoning and any party's right to
appeal or to seek modification of rulings by the
arbitrators is strictly limited.
- The panel of arbitrators will typically include a
minority of arbitrators who were or are affiliated with
the securities industry.
ARBITRATION - McDonald and the client agree that by McDonald
opening and carrying an account for the client, all
controversies which may arise between us concerning any
transaction or the construction, performance or breach of this
or any other agreement between us pertaining to securities and
any other property, whether entered into prior, on or subsequent
to the date hereof, shall be determined by arbitration. Any
arbitration under this agreement shall be conducted pursuant to
the Federal Arbitration Act and the laws of the state of Ohio,
before the New York Stock Exchange, Inc., The National
Association of Securities Dealers, Inc., The Municipal
Securities Rulemaking Board, or other self-regulatory
organization of which the broker is a member. The arbitration
will also be conducted in accordance with rules of the selected
organization.
The Client may elect in the first instance whether arbitration
shall be conducted by any of the above-referenced exchanges or
self-regulatory agencies herein before named. If the client
fails to make such election by registered letter or telegram
addressed to McDonald at McDonald's main office before the
expiration of ten days after receipt of a written request from
McDonald to make such election, then McDonald shall make such
election. The award of the arbitrators, or of the majority of
them, shall be final, and judgement upon the award rendered may
be entered in any court, state or federal, having jurisdiction.
This agreement contains a predispute arbitration clause in the
above mentioned paragraphs.
Further, no person shall bring a putative or certified class
action to arbitration, nor seek to enforce any predispute
arbitration agreement against any person who has initiated in
court a putative class action; who is a member of putative class
who has not opted out of the class with respect to any claims
encompassed by the putative class action until:
- the class certification is denied;
- the class is decertified; or
- the customer is excluded from the class by the court.
<PAGE> 6
Such forbearance to enforce an agreement to arbitrate shall not
constitute a waiver of any rights under this agreement except to
the extent stated herein.
This Agreement shall remain in force until delivery of written
revocation thereof by the undersigned to you or vice versa; if
revoked, it shall continue effective as to prior transactions
and shall inure to the benefit of your successors and assigns.
If any provision hereof is or at any time shall become
inconsistent with any present or future law, rule or regulation
of any securities exchange of any sovereign government or a
regulatory body or any judicial determination by any court of
law or equity having jurisdiction over the subject matter of
this Agreement, said provision shall be deemed to be superseded
or modified to conform to such law, rule, regulation or
determination, but in all other respects this Agreement shall
continue and remain in full force and effect.
------------
INSTRUCTIONS
------------
(Section references are to the Internal Revenue Code unless otherwise noted.)
PURPOSE OF FORM
Form 5305-A is a model Custodial account agreement that meets the requirements
of Section 408(a) and has been automatically approved by the IRS. An individual
retirement account (IRA) is established after the form is fully executed by both
the individual (Depositor) and the Custodian and must be completed no later than
the due date of the individual's income tax return for the tax year (without
regard to extensions). This account must be created in the United States for the
exclusive benefit of the Depositor or his or her Beneficiaries.
Individuals may rely on regulations for Tax Reform Act of 1986 to the extent
specified in those regulations.
Do not file Form 5305-A with the IRS. Instead, keep it for your records.
For more information on IRAs, including the required disclosure you can get from
your Custodian, get Pub. 590, Individual Retirement Arrangements (IRAs).
DEFINITIONS
CUSTODIAN: The Custodian must be a bank or savings and loan association, as
defined in Section 408(n), or other person who has the approval of the IRS to
act as Custodian.
DEPOSITOR: The Depositor is the person who establishes the Custodial account.
IDENTIFYING NUMBER
The Depositor's social security number will serve as the identification number
of his or her IRA. An employer identification number is required only for an IRA
for which a return is filed to report unrelated business taxable income. An
employer identification number is required for a common fund created for IRAs.
IRA FOR NON-WORKING SPOUSE
Form 5305-A may be used to establish the IRA Custodial account for a nonworking
spouse.
Contributions to an IRA Custodial account for a nonworking spouse must be made
to a separate IRA Custodial account established by the nonworking spouse.
---------------------
SPECIFIC INSTRUCTIONS
---------------------
ARTICLE IV: Distributions made under this Article may be made in a single sum,
periodic payment, or a combination of both. The distribution option should be
reviewed in the year the Depositor reaches age 70 1/2 to ensure that the
requirements of Section 408(a)(6) have been met.
ARTICLE VIII: Article VIII and any that follow it may incorporate additional
provisions that are agreed upon by the Depositor and Custodian to complete the
Agreement. They may include, for example, definitions, investment powers, voting
rights, exculpatory provisions, amendment and termination, removal of Custodian,
Custodian's fees, State law requirements, beginning date of distributions,
accepting only cash, treatment of excess contributions, prohibited transactions
with the Depositor, etc. Use additional pages if necessary and attach them to
this form.
NOTE: Form 5305-A may be reproduced and reduced in size for adoption to passbook
purposes.
#100 (8/97) (C)1997 Universal Pensions, Inc., Brainerd, MN 56401
<PAGE> 7
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DISCLOSURE STATEMENT
================================================================================
RIGHT TO REVOKE YOUR IRA
If you receive this Disclosure Statement at the time you establish your IRA, you
have the right to revoke your IRA within seven (7) days of its establishment. If
revoked, you are entitled to a full return of the contribution you made to your
IRA. The amount returned to you would not include an adjustment for such items
as sales commissions, administrative expenses, or fluctuation in market value.
You may make this revocation only by mailing or delivering a written notice to
the Custodian at the address listed on the attached Application.
If you send your notice by first class mail, your revocation will be deemed
mailed as of the date of the postmark.
If you have any questions about the procedure for revoking your IRA, please call
the Custodian at the telephone number listed on the attached Application.
REQUIREMENTS OF AN IRA
A. CASH CONTRIBUTIONS - Your contribution must be in cash, unless it is a
rollover contribution.
B. MAXIMUM CONTRIBUTION - The total amount you may contribute to an IRA for
any taxable year cannot exceed the lesser of $2,000 or 100 percent of
your compensation.
C. NONFORFEITABILITY - Your interest in your IRA is nonforfeitable.
D. ELIGIBLE CUSTODIANS - The Custodian of your IRA must be a bank, savings
and loan association, credit union, or a person approved by the
Secretary of the Treasury.
E. COMMINGLING ASSETS - The assets of your IRA cannot be commingled with
other property except in a common trust fund or common investment fund.
F. LIFE INSURANCE - No portion of your IRA may be invested in life
insurance contracts.
G. COLLECTIBLES - You may not invest the assets of your IRA in collectibles
(within the meaning of Internal Revenue Code (IRC) Section 408(m)). A
collectible is defined as any work of art, rug or antique, metal or gem,
stamp or coin, alcoholic beverage, or any other tangible personal
property specified by the Internal Revenue Service. Specially minted
United States gold and silver bullion coins and certain state-issued
coins are permissible IRA investments.
H. REQUIRED MINIMUM DISTRIBUTIONS - You are required to take minimum
distributions from your IRA at certain times in accordance with Proposed
Treasury Regulations Section 1.408-8. Below is a summary of the IRA
distribution rules.
1. You are required to take a minimum distribution from your IRA
for the year in which you reach age 70 1/2 and for each year
thereafter. You must take your first payout by your required
beginning date, April 1 of the year following the year you
attain age 70 1/2 . The minimum distribution for any taxable
year is equal to the amount obtained by dividing the account
balance at the end of the prior year (less any required
distribution taken between January 1 and April 1 of the year
following the year you attain age 70 1/2 ) by the joint life
expectancy of you and your designated beneficiary. If you have
not designated a beneficiary for your IRA by your required
beginning date, your single life expectancy will be used.
2. Your single or joint life expectancy is determined by using the
IRS unisex life expectancy tables. You can find these tables in
Treasury Regulations Section 1.72-9.
You may elect whether or not to recalculate your life expectancies if
such election is made no later than April 1 following your 70 1/2 year.
If you do not make an election by that date, life expectancies shall not
be recalculated.
You may choose (within the limits set forth in the distribution rules
and our life expectancy recalculation policy) how you want your required
minimum distributions structured. You must make your payment elections
no later than April 1 following your 70 1/2 year. If you do not make an
election by that date, we may do any one of the following:
(a) make no payment until you give us a proper payout request,
(b) pay your entire IRA to you in a single sum payment, or
(c) determine your required minimum distribution each year based
on your single life expectancy (not recalculated) and pay
those distributions to you until you direct otherwise.
3. If you name someone other than your spouse as your beneficiary,
and your beneficiary is more than 10 years younger than you,
your required minimum distributions must satisfy the Minimum
Distribution Incidental Benefit (MDIB) rule. The MDIB rule
generally requires that your required minimum distributions be
calculated as if your beneficiary were exactly 10 years younger
than you.
4. If you die,
(a) on or after your required beginning date, distributions
must be made to your beneficiary or beneficiaries at
least as rapidly as under the method being used to
determine minimum distributions as of the date of your
death.
(b) before your required beginning date, the entire amount
remaining in your account will, at the election of your
beneficiary or beneficiaries, either
(i) be distributed by December 31 of the year containing the
fifth anniversary of your death, or
(ii) be distributed in equal or substantially equal payments
over the life or life expectancy of your designated
beneficiary or beneficiaries.
Your beneficiary or beneficiaries must elect either option (i)
or (ii) by December 31 of the year following the year of your
death. If no election is made, distribution will be made in
accordance with (ii) if the beneficiary is your surviving
spouse, and in accordance with (i) if your beneficiary is not
your surviving spouse. In the case of distributions under (ii),
distributions must commence by December 31 of the year following
the year of your death. If your spouse is the beneficiary,
distributions need not commence until December 31 of the year
you would have attained age 70 1/2 , if later.
INCOME TAX CONSEQUENCES OF ESTABLISHING AN IRA
A. IRA DEDUCTIBILITY - If you have not yet reached the year in which you
attain age 70 1/2 and have earned income from services rendered, you may
make an IRA contribution of the lesser of 100 percent of compensation or
$2,000. However, the amount of the contribution for which you may take a
tax deduction will depend upon whether you (or your spouse) are an
active participant in an employer-maintained retirement plan. If you
(and your spouse) are not an active participant, your IRA contribution
will be totally deductible. If you (or your spouse) are an active
participant, the deductibility of your contribution will depend on your
adjusted gross income (AGI) for the tax year for which the contribution
was made. AGI is determined on your tax return (disregarding any
deductible IRA contribution).
DEFINITION OF ACTIVE PARTICIPANT - Generally, you will be an active
participant if you are covered by one or more of the following
employer-maintained retirement plans:
1. a qualified pension, profit sharing, 401(k), or stock bonus
plan;
2. a qualified annuity plan of an employer;
3. a simplified employee pension (SEP) plan;
4. a retirement plan established by the Federal government, a
State, or a political subdivision (except certain unfunded
deferred compensation plans under IRC Section 457);
5. a tax sheltered annuity for employees of certain tax-exempt
organizations or public schools;
6. a qualified plan for self-employed individuals (H.R. 10 or Keogh
Plan); and
7. a SIMPLE IRA plan or a SIMPLE 401(k) plan.
If you do not know whether your employer maintains one of these plans or
whether you are an active participant in it, check with your employer
and your tax advisor. Also, the Form W-2 (Wage and Tax Statement) that
you receive at the end of the year from your employer will indicate
whether you are an active participant.
If you are single, your threshold AGI level is $25,000. The threshold
level if you are married and file a joint tax return is $40,000, and if
you are married but file a separate tax return, the threshold level is
$0. If your AGI is less than $10,000 above your threshold level, you
will still be able to make a deductible contribution but it may be
limited in amount (but never less than $200).
The deductible amount of your contribution is determined by taking your
threshold AGI level plus $10,000 (e.g., $50,000 if you are married and
filing jointly, $35,000 if you are single) and subtracting from it your
AGI (determined prior to taking your itemized deductions). Multiply the
resulting number by .2 to give you your personal deduction limit. You
must round up the resulting number to the next highest $10 if the number
is not a multiple of 10.
B. TAX-DEFERRED EARNINGS - The investment earnings of your IRA are not
subject to federal income tax until distributions are made (or, in
certain instances, when distributions are deemed to be made).
C. NONDEDUCTIBLE CONTRIBUTIONS - You may make nondeductible contributions
to your IRA to the extent that deductible contributions are not allowed.
The sum of your deductible and nondeductible IRA contributions cannot
exceed your contribution limit (the lesser of $2,000 or 100 percent of
compensation). You may elect to treat deductible IRA contributions as
nondeductible contributions.
If you make nondeductible contributions for a particular tax year, you
must report the amount of the nondeductible contribution on your federal
income tax return (using IRS Form 8606).
If you overstate the amount of designated nondeductible contributions
for any taxable year, you are subject to a $100 penalty unless
reasonable cause for the overstatement can be shown. Failure to file any
form required by the IRS to report nondeductible contributions (e.g.,
IRSForm 8606) will result in a $50 per failure penalty.
<PAGE> 8
D. TAXATION OF DISTRIBUTIONS - The taxation of IRA distributions depends on
whether or not you have ever made nondeductible IRA contributions. If
you have only made deductible contributions, any IRA distribution will
be fully included in income.
If you have ever made nondeductible contributions to any IRA, the
following formula must be used to determine the amount of any IRA
distribution excluded from income:
(Aggregate Nondeductible Contributions)
x (Amount Withdrawn) = Amount Excluded From Income
--------------------------------------
Aggregate IRA Balance
NOTE: Aggregate nondeductible contributions include all nondeductible
contributions made by you through the end of the year of the
distribution (which have not previously been withdrawn and excluded from
income). Also note that aggregate IRA balance includes the total balance
of all of your IRAs as of the end of the year of distribution and any
distributions occurring during the year.
E. ROLLOVERS - Your IRA may be rolled over to an IRA of yours, or may
receive rollover contributions, provided that all of the applicable
rollover rules are followed. Rollover is a term used to describe a
tax-free movement of cash or other property to your IRA from any of your
IRAs, or from your employer's Qualified Retirement Plan or Tax Sheltered
Annuity. SIMPLE IRA funds may not be rolled to your IRA during the first
two years you participate in your employer's SIMPLE IRA plan. The
rollover rules are generally summarized below. These transactions are
often complex. If you have any questions regarding a rollover, please
see a competent tax advisor.
1. IRA TO IRA ROLLOVERS - Funds distributed from your IRA may be
rolled over to an IRA of yours if the requirements of IRC
Section 408(d)(3) are met. A proper IRA to IRA rollover is
completed if all or part of the distribution is rolled over not
later than 60 days after the distribution is received. You may
not have completed another IRA to IRA rollover from the
distributing IRA during the 12 months preceding the date you
receive the distribution. Further, you may roll the same dollars
or assets only once every 12 months.
2. QUALIFIED PLAN (OR TAX-SHELTERED ANNUITY) TO IRA ROLLOVERS -
Effective for qualified plan distributions received after
January 1, 1993, you may roll over, directly or indirectly, any
eligible rollover distribution. An eligible rollover
distribution is defined generally as any distribution from a
qualified plan (other than distributions to nonspouse
beneficiaries) unless it is part of certain series of
substantially equal periodic payments, after-tax dollars or a
required minimum distribution.
To qualify as a rollover, your eligible rollover distribution
must be rolled over to your IRA not later than 60 days after you
receive it.
If you elect to receive your rollover distribution prior to
placing it in an IRA, thereby conducting an indirect rollover,
your plan administrator will generally be required to withhold
20 percent of your distribution as a prepayment of income taxes.
When completing the rollover, you may make up the amount
withheld, out of pocket, and roll over the full amount
distributed from your qualified plan balance, if you so choose.
To qualify as a rollover, your eligible rollover distribution
must be rolled over to your IRA not later than 60 days after you
receive it. Alternatively, you may claim the withheld amount as
income and pay the applicable income tax and, if you are under
age 59 1/2 , the 10 percent early distribution penalty (unless
an exception to the penalty applies).
As an alternative to the indirect rollover, your employer
generally must give you the option of directly rolling your
qualified plan balance over to an IRA. If you elect the direct
rollover option, your eligible rollover distribution will be
paid directly to the IRA (or other qualified plan) that you
designate. The 20 percent withholding requirements do not apply
to direct rollovers.
If you place your rollover contribution in a separate (i.e.,
conduit) IRA plan which holds just those dollars, you preserve
the right to later roll the money originating from the qualified
plan into another qualified plan.
3. WRITTEN ELECTION - At the time you make a proper rollover to an
IRA, you must designate to the Custodian, in writing, your
election to treat that contribution as a rollover. Once made,
the rollover election is irrevocable.
F. CARRYBACK CONTRIBUTIONS - A contribution is deemed to have been made on
the last day of the preceding taxable year if you make a contribution by
the deadline for filing your income tax return (not including
extensions), and you designate that contribution as a contribution for
the preceding taxable year. For example, if you are a calendar year
taxpayer and you make your IRA contribution on or before April 15, your
contribution is considered to have been made for the previous tax year
if you designated it as such.
LIMITATIONS AND RESTRICTIONS
A. SEP PLANS - Under a Simplified Employee Pension (SEP) Plan that meets
the requirements of IRC Section 408(k), your employer may make
contributions to your IRA. Your employer is required to provide you
with information which describes the terms of your employer's SEP Plan.
B. SPOUSAL IRA - If you are married you may make payments to an IRA
established for the benefit of your spouse. Your spouse must not have
attained age 70 1/2 or older in that year, or any prior year, even if
you are age 70 1/2 or older. You must file a joint tax return for the
year for which the contribution is made.
The amount you may contribute to your IRA and your spouse's IRA is the
lesser of $4,000 or 100 percent of your compensation. However, you may
not contribute more than $2,000 to any one IRA.
C. DEDUCTION OF ROLLOVERS AND TRANSFERS - A deduction is not allowed for
rollover or transfer contributions.
D. ESTATE TAX EXCLUSION - The $100,000 federal estate tax exclusion
previously available has been repealed for individuals dying after
12/31/84. No exclusion will be allowed for individuals dying after that
date. Transfers of your IRA assets to a named beneficiary made during
your life and at your request or because of your failure to instruct
otherwise, may be subject to federal gift tax under IRC Section 2501 if
made after October 22, 1986.
E. SPECIAL TAX TREATMENT - Capital gains treatment and the favorable five
or ten year forward averaging tax authorized by IRC Section 402 do not
apply to IRA distributions.
F. INCOME TAX TREATMENT - Any withdrawal from your IRA, except a direct
transfer, is subject to federal income tax withholding. You may,
however, elect not to have withholding apply to your IRA withdrawal. If
withholding is applied to your withdrawal, not less than 10 percent of
the amount withdrawn must be withheld.
G. PROHIBITED TRANSACTIONS - If you or your beneficiary engage in a
prohibited transaction with your IRA, as described in IRC Section 4975,
your IRA will lose its tax-exempt status and you must include the value
of your account in your gross income for that taxable year.
H. PLEDGING - If you pledge any portion of your IRA as collateral for a
loan, the amount so pledged will be treated as a distribution and will
be included in your gross income for that year.
FEDERAL TAX PENALTIES
A. EARLY DISTRIBUTION PENALTY - If you are under age 59 1/2 and receive an
IRA distribution, an additional tax of 10 percent will apply, unless
made on account of death, disability, a qualifying rollover, a direct
transfer, the timely withdrawal of an excess contribution; or if the
distribution is part of a series of substantially equal periodic
payments (at least annual payments) made over your life expectancy or
the joint life expectancy of you and your beneficiary. Beginning January
1, 1997, payments made to pay medical expenses which exceed 7.5 percent
of your adjusted gross income and distributions to pay for insurance by
an individual who has separated from employment and who has received
unemployment compensation under a federal or state program for at least
12 weeks are also exempt from the 10 percent tax. This additional tax
will apply only to the portion of a distribution which is includible in
your income.
B. EXCESS CONTRIBUTION PENALTY - An excise tax of 6 percent is imposed upon
any excess contribution you make to your IRA. This tax will apply each
year in which an excess remains in your IRA. An excess contribution is
any contribution amount which exceeds your contribution limit, excluding
rollover and direct transfer amounts. Your contribution limit is the
lesser of $2,000 or 100 percent of your compensation for the taxable
year.
C. EXCESS ACCUMULATION PENALTY - One of the requirements listed above is
that you must take a minimum distribution for the year you attain age 70
1/2 and by the end of each year thereafter and that your designated
beneficiary(ies) is required to take certain minimum distributions after
your death. An additional tax of 50 percent is imposed on the amount of
the required minimum distribution which should have been taken but was
not. This tax is referred to as an excess accumulation penalty tax.
D. EXCESS DISTRIBUTION PENALTY - You will be taxed an additional 15 percent
on any amount received and included in income during a calendar year
from qualified retirement plans, tax-sheltered annuities and IRAs which
exceeds $112,500 (indexed each year for the cost of living). Certain
exceptions may apply. If you receive an excess distribution as described
above, you should see your tax advisor to determine if these exceptions
apply to you. This tax is referred to as an excess distribution penalty.
However, this penalty is suspended for payments received during 1997,
1998 and 1999 as a result of the Small Business Job Protection Act of
1996.
E. EXCESS RETIREMENT ACCUMULATION PENALTY - Your estate will have to pay
additional federal estate tax if you die with an excess retirement
accumulation. The increased estate tax will be equal to 15 percent of
the excess retirement accumulation. An excess retirement accumulation
exists if, at the time of your death, the value of all of your interests
in qualified plans, tax-sheltered annuities and IRAs exceeds the present
value of an annuity with annual payments of $112,500, indexed each year
for the cost of living), payable over your life expectancy immediately
before your death. This tax is referred to as an excess retirement
accumulation penalty.
F. PENALTY REPORTING - You must file Form 5329 with the Internal Revenue
Service to report and remit any penalties or excise taxes.
OTHER
A. IRS PLAN APPROVAL - The Agreement used to establish this IRA has been
approved by the Internal Revenue Service. The Internal Revenue Service
approval is a determination only as to form. It is not an endorsement of
the plan in operation or of the investments offered.
B. ADDITIONAL INFORMATION - You may obtain further information on IRAs from
your District Office of the Internal Revenue Service. In particular, you
may wish to obtain IRS Publication 590, Individual Retirement
Arrangements.
<PAGE> 9
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
McDonald & Company Securities, Inc. Mr. E. Summers
2100 Central National Bank Building Pension Trust
Cleveland, OH 44114 (202) 566-4185
OP:E:EP:RQ;2:7
EIN: 34-1391952 December 15, 1983
Gentlemen:
You have requested a determination that McDonald & Company Securities,
Inc., may act as a passive trustee or custodian of plans benefiting
owner-employees (Keogh plans) and Individual Retirement Accounts (IRAs) as
provided in section 1.401-12(n) of the Income Tax Regulations.
Sections 401(d)(1) and 408(a)(2) of the Internal Revenue Code, as
amended by the Employee Retirement Income Security Act of 1974 (ERISA), require
a trustee or custodian of Keogh plans and IRAs to be a bank or such other person
who demonstrates to the satisfaction of the Commissioner that he will administer
such trusts in accordance with the requirements of sections 401 and 408,
respectively.
Additionally, section 401(f) of the Code provides that a custodial
account shall be treated as a qualified trust under this section if such
custodial account would, except for the fact it is not a trust, constitute a
qualified trust under this section and the custodian is a bank (as defined in
section 401(d)(1)) or other person who demonstrates to the satisfaction of the
Commissioner that the manner in which such other plan will hold the assets will
be consistent with the requirements of section 401 of the Code. Section 408(h)
provides similar rules for custodians or individual retirement accounts.
Section 1.401-12(n) of the regulations provides that such a person must
file a written application with the Commissioner, demonstrating as set forth in
that section, his ability to act as trustee or custodian of plans benefiting
owner-employees and individual retirement accounts.
In a letter dated February 4, 1982, the Internal Revenue Service
authorized McDonald & Company to act as a passive nonbank trustee or custodian
of Keogh plans and IRAs. Pursuant to section 1.401-12(n)(7)(iv) of the
regulations, your authorized representative has notified us by a letter dated
July 1, 1983, which was supplemented by a letter dated December 7, 1983, of
changes which affect the original application. McDonald & Company Securities,
Inc., became a successor to the responsibilities as nonbank trustee of McDonald
& Company, a partnership, and beginning on July 20, 1983, the business formerly
conducted by the partnership will be conducted by the corporation. You have
provided us with information to update the previous application.
The information that has been submitted indicates that you continue to
meet the requirements of section 1.401-12(n) of the regulations. Therefore, our
letter of February 4, 1982, is hereby restated to indicate that based upon the
updated application, we conclude that McDonald & Company Securities, Inc., meets
the requirements of the regulations and may act as a passive nonbank trustee or
custodian of Keogh plans and IRAs.
This letter authorizes McDonald & Company Securities, Inc., to act only
as a passive trustee or custodian within the meaning of section 1.401-12(n) of
the regulations; that is, it is authorized only to acquire and hold particular
investments specified by the custodial or trust instrument. It may not act as
trustee or custodian if under the written trust or custodial instrument it has
discretion to direct investment of trust or custodial funds or any other aspects
of the business administration of the trust or custodial account.
This letter, while authorizing McDonald & Company Securities, Inc., to
act as a passive trustee or custodian within the meaning of section
1.401-12(n)(7) of the regulations, does not authorize it to pool accounts in a
common investment fund within the meaning of section 1.401-12(n)(5)(vi) of the
regulations. McDonald & Company Securities, Inc., may not act as trustee or
custodian unless it undertakes to act only under trust and custodial instruments
which contain a provision to the affect that the employer is to substitute
another trustee or custodian upon notification by the Commissioner that such
substitution is required because the specified trustee or custodian has failed
to comply with the requirements of such regulations or is not keeping such
records, or making such returns, or rendering such statements, as are required
by forms or regulations.
McDonald & Company Securities, Inc., is required to notify the
commissioner of Internal Revenue, Attn: OP:E:EP, Internal Revenue Service,
Washington, D.C. 20224, in writing, of any change which affects the continuing
accuracy of any representation made in its application required by section
1.401-12(n) of the regulations.
Furthermore, the continued approval of its application is contingent
upon its continued satisfaction of the criteria set forth in section 1.401-12(n)
of the regulations.
This letter constitutes a determination as to whether McDonald & Company
Securities, Inc., may act as trustee under section 401(d)(i) of the Code and
does not bear upon its capacity to act as trustee or custodian under any other
applicable law.
In accordance with the power of attorney on file in this office, a copy
of this letter is being sent to your authorized representative.
Sincerely yours,
Alan Pipkin
Chief, Employee Plans Rulings and Qualifications Branch
cc: Mr. Richard J. Hauer, Jr., 1800 Central National Bank Building,
Cleveland, OH 44114
<PAGE> 1
Exhibit 15(a)
GRADISON-MCDONALD U.S. GOVERNMENT RESERVES
(GRADISON CASH RESERVES TRUST)
DISTRIBUTION SERVICE PLAN
Section 1. Gradison-McDonald U.S. Government Reserves (the "Fund"), a
series of Gradison Cash Reserves Trust (the "Trust"), pursuant to Section 2(b)
of the Investment Company Act of 1940, as amended (the "1940 Act"), and the
rules and regulations promulgated thereunder as the same may be from time to
time issued or amended, and specifically pursuant to Rule 12b-1 (the "Rule")
promulgated under the 1940 Act, may finance the distribution of securities of
which it is the issuer, in accordance with the terms of this Distribution Plan
(the "Plan").
Section 2. While this Plan is in effect, the Fund may, in respect of
the distribution of securities of which it is the issuer, expend funds at an
annual rate of up to .20 of 1% of the average daily net assets of the Fund. A
majority of the Trustees who are not "interested persons" of the Trust and have
no direct or indirect financial interest in the operation of the Plan or any
agreements related to the Plan ("Independent Trustees") may from time to time
reduce the amount of such expenditures or may suspend the operation of this
Section 2 for such period or periods of time as they may determine. Expenditures
pursuant to this Section 2 may be made for service fees to broker-dealers or
other persons (including the Fund's Distributor) for providing personal services
to shareholders of the Fund, including shareholder liaison services such as
responding to shareholder inquiries and providing information to customers about
their Fund accounts. The Fund may also make expenditures to the Distributor and
broker-dealers or other persons for their assistance with respect to
distribution of shares of the Fund with respect to any activity primarily
intended to result in sales of Fund shares or maintenance of shareholder
accounts. Expenditures may also be made by the Distributor for the printing of
Fund prospectuses, statements of additional information, and reports for other
than existing shareholders, and the preparation, printing and distribution of
sales literature and advertising materials.
Section 3. While this Plan is in effect, the selection and nomination
of those Trustees who are not "interested persons" of the Trust shall be
committed to the discretion of the disinterested Trustees then in office.
Section 4. While this Plan is in effect, any person authorized to
direct the disposition of monies paid or payable by the Fund pursuant to this
Plan or any related agreement shall furnish at least quarterly to the Board of
Trustees of the Trust, and the Trustees shall review, a written report as to the
amounts expended during each quarter and the purposes for which such amounts
were expended.
<PAGE> 2
Section 5. This Plan shall not take effect until it has been approved
by a majority of the Board of Trustees of the Trust and by a majority of the
Independent Trustees, by votes cast in person at a meeting called for the
purpose of voting on the Plan, and by a vote of a majority of the outstanding
voting securities of the Fund. This Plan shall continue in effect for so long as
such continuance is specifically approved at least annually by a majority of the
Board of Trustees and a majority of the Independent Trustees, by votes cast in
person at a meeting called for the purpose of voting on such continuance. This
Plan may be terminated at any time by a vote of a majority of the Independent
Trustees or by a vote of a majority of the outstanding voting securities of the
Fund. This Plan may not be amended to materially increase the amount of fees
incurred as to the Fund without the approval of a majority of the outstanding
voting securities of the Fund, and all material amendments to the Plan must be
approved by a majority of the Board of Trustees and a majority of the
Independent Trustees, by votes cast in person at a meeting called for the
purpose of voting on such amendment.
Section 6. Any agreement with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by a vote of a majority of the Independent Trustees or by a vote
of a majority of the outstanding voting securities of the Fund, on not more than
sixty days' notice to any other party to the agreement, and (b) that such
agreement shall terminate automatically in the event of its assignment.
Section 7. As used in this Plan, the terms "assignment", "interested
person" and "vote of a majority of the outstanding voting securities" shall have
the respective meanings specified in the 1940 Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission.
Section 8. The Trust shall preserve copies of this Plan and any related
agreements and all reports made pursuant to Section 4 hereof for a period of not
less than six years from the date of execution of this Plan, or of the
agreements or of any such reports, as the case may be, the first two years in an
easily accessible place.
Dated September 24, 1993
<PAGE> 1
Exhibit 15(b)
DISTRIBUTION AGREEMENT
This Agreement, entered into as of the day and date first written
below, by and between Gradison Cash Reserves Trust ("GCR") with respect to its
Gradison-McDonald U.S. Government Reserves series ("GM-US") and McDonald &
Company Securities, Inc. ("McDonald").
WITNESSETH
WHEREAS, GCR is an open-end diversified management investment company
registered under the Investment Company Act of 1940 and GM-US is a series of
GCR; and
WHEREAS, GM-US has in effect a Distribution Expense Plan ("Plan")
pursuant to which it may make payments as provided therein;
WHEREAS, McDonald wishes to provide assistance in connection with the
distribution of shares of GM-US and receive payments as described below;
NOW THEREFORE, GCR and McDonald agree as follows:
1. McDonald will act as the distributor of shares of GM-US. As agent
for GM-US, McDonald will arrange for sale of shares of GM-US. McDonald shall not
receive a fee for arranging for such sales other than as set forth below.
2. McDonald shall receive from GM-US a service fee in the annual amount
of .10 of 1% of the average daily net assets of GM-US for providing personal
services to shareholders of GM-US, including shareholder liaison services such
as responding to shareholder inquiries and providing information to customers
about their GM-US accounts.
3. GCR's obligation to make payments hereunder is contingent upon the
continuance of GM-US' Plan.
4. This Agreement shall remain in effect for one year from its adoption
date and may be continued from year to year thereafter only if it is approved at
least annually by a majority vote of the trustees of GCR, including a majority
of the trustees who are not "interested persons" of GCR and who have no direct
or indirect financial interest in the operation of the Plan or in any related
agreement ("Independent Trustees"), cast in person at a meeting called for the
purpose of voting on agreement.
<PAGE> 2
5. This Agreement may be terminated without penalty at any time by a
majority vote of the Independent Trustees or by vote of a majority of the
outstanding voting securities of GM-US.
6. No payment shall be made to McDonald to the extent that when added
to any other payments made pursuant to Section 2 of GM-US' Plan, the total
payments under the Plan would exceed .20% of the Fund's average daily assets on
an annualized basis or such lower amount as may be established by a majority of
the Independent Trustees of GCR any time by five days' written notice to
McDonald. Any reduction in the maximum amount of payments to be made pursuant to
this Agreement shall be effective immediately but shall not affect any sums owed
to McDonald for any time period preceding such reduction.
7. This Agreement may be terminated by McDonald by written notice to
GCR.
8. All notices to be delivered pursuant to this Agreement shall be
delivered in person or by registered or certified mail to the addresses of the
parties as specified below.
9. In the event of termination of this Agreement, any sums due McDonald
prior to termination will be paid within ten days after the end of the month in
which such termination occurs.
10. This Agreement shall terminate automatically in the event of its
assignment (within the meaning of the Investment Company Act of 1940, as
amended) unless such automatic termination shall be prevented by an order of
exemption from the Securities and Exchange Commission. This Agreement shall be
construed in accordance with the laws of the State of Ohio.
11. The obligations set forth in this Agreement as having been made by
GCR have been made by the trustees of GCR, acting as such trustees pursuant to
the authority vested in them under the laws of the State of Massachusetts and
the Declaration of Trust dated October 20, 1981. This Agreement has been
executed by officers of GCR as officers under the Declaration of Trust, not
individually, and the trustees, officers, employees, agents of GCR and
shareholders of GM-US shall not be personally bound or liable hereunder, but
only the trust estate of GCR, as provided in the Declaration of Trust, shall be
bound or liable hereunder. No resort shall be had to the private property of any
trustee, officer, employee, agent of GCR or shareholder of GM-US for
satisfaction of any obligation or claim relating to this Agreement.
IN WITNESS WHEREOF, GCR and McDonald have each caused this Agreement to
be executed on its behalf as of the 24th day of September, 1993.
McDonald & Company Securities, Inc.
<PAGE> 3
800 Superior Avenue
Cleveland, Ohio 44114
BY William Summers
Gradison Cash Reserves Trust
580 Walnut Street
Cincinnati, Ohio 45202
BY Donald E. Weston
<PAGE> 1
Exhibit 16
GMU
<TABLE>
<CAPTION>
Total Return
Periods Ending 9/30/97
1 3 5 10 QTD
YTD Year Year Year Year
1,036.37 1,048.53 1,155.39 1,219.83 1,683.28 1,012.31
Date Daily 1 Day 7 Day 7 Day Daily
Yield Yield Yield Effective Factor
+1
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
9/30/97 0.000133354 4.87% 4.99% 1.000133354
9/29/97 0.000133808 1.000133808
9/28/97 0.000133544 1.000133544
9/27/97 0.000133544 1.000133544
9/26/97 0.000133544 1.000133544
9/25/97 0.000132808 1.000132808
9/24/97 0.000132622 1.000132622
9/23/97 0.000132676 1.000132676
9/22/97 0.000132168 1.000132168
9/21/97 0.000132526 1.000132526
9/20/97 0.000132526 1.000132526
9/19/97 0.000132526 1.000132526
9/18/97 0.000132681 1.000132681
9/17/97 0.000132613 1.000132613
9/16/97 0.000133111 1.000133111
9/15/97 0.000132726 1.000132726
9/14/97 0.000132808 1.000132808
9/13/97 0.000132808 1.000132808
9/12/97 0.000132808 1.000132808
9/11/97 0.000132831 1.000132831
9/10/97 0.000132767 1.000132767
9/9/97 0.000131999 1.000131999
9/8/97 0.000131333 1.000131333
9/7/97 0.000132002 1.000132002
9/6/97 0.000132002 1.000132002
9/5/97 0.000132002 1.000132002
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
9/4/97 0.000132110 1.000132110
9/3/97 0.000133081 1.000133081
9/2/97 0.000134558 1.000134558
9/1/97 0.000132537 1.000132537
8/31/97 0.000132537 1.000132537
8/30/97 0.000132537 1.000132537
8/29/97 0.000132537 1.000132537
8/28/97 0.000133352 1.000133352
8/27/97 0.000133375 1.000133375
8/26/97 0.000133078 1.000133078
8/25/97 0.000132944 1.000132944
8/24/97 0.000132580 1.000132580
8/23/97 0.000132580 1.000132580
8/22/97 0.000132580 1.000132580
8/21/97 0.000132697 1.000132697
8/20/97 0.000132175 1.000132175
8/19/97 0.000132237 1.000132237
8/18/97 0.000133253 1.000133253
8/17/97 0.000133681 1.000133681
8/16/97 0.000133681 1.000133681
8/15/97 0.000133681 1.000133681
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<PAGE> 3
<TABLE>
<S> <C> <C>
7/22/97 0.000133144 1.000133144
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7/18/97 0.000132546 1.000132546
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7/3/97 0.000133624 1.000133624
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6/20/97 0.000130597 1.000130597
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<PAGE> 4
<TABLE>
<S> <C> <C>
6/8/97 0.000132255 1.000132255
6/7/97 0.000132255 1.000132255
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6/3/97 0.000133666 1.000133666
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5/31/97 0.000132134 1.000132134
5/30/97 0.000132134 1.000132134
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5/24/97 0.000132210 1.000132210
5/23/97 0.000132210 1.000132210
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5/10/97 0.000131744 1.000131744
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<PAGE> 5
<TABLE>
<S> <C> <C>
4/25/97 0.000131343 1.000131343
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4/13/97 0.000131303 1.000131303
4/12/97 0.000131303 1.000131303
4/11/97 0.000131303 1.000131303
4/10/97 0.000131377 1.000131377
4/9/97 0.000131104 1.000131104
4/8/97 0.000131002 1.000131002
4/7/97 0.000131146 1.000131146
4/6/97 0.000130676 1.000130676
4/5/97 0.000130676 1.000130676
4/4/97 0.000130676 1.000130676
4/3/97 0.000122281 1.000122281
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4/1/97 0.000130507 1.000130507
3/31/97 0.000132871 1.000132871
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3/29/97 0.000129150 1.000129150
3/28/97 0.000129150 1.000129150
3/27/97 0.000129150 1.000129150
3/26/97 0.000128761 1.000128761
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3/23/97 0.000127860 1.000127860
3/22/97 0.000127860 1.000127860
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<PAGE> 6
<TABLE>
<S> <C> <C>
3/12/97 0.000127217 1.000127217
3/11/97 0.000127346 1.000127346
3/10/97 0.000127299 1.000127299
3/9/97 0.000127735 1.000127735
3/8/97 0.000127735 1.000127735
3/7/97 0.000127735 1.000127735
3/6/97 0.000127415 1.000127415
3/5/97 0.000127271 1.000127271
3/4/97 0.000127531 1.000127531
3/3/97 0.000126977 1.000126977
3/2/97 0.000126627 1.000126627
3/1/97 0.000126627 1.000126627
2/28/97 0.000126627 1.000126627
2/27/97 0.000125964 1.000125964
2/26/97 0.000127910 1.000127910
2/25/97 0.000127206 1.000127206
2/24/97 0.000126944 1.000126944
2/23/97 0.000126781 1.000126781
2/22/97 0.000126781 1.000126781
2/21/97 0.000126781 1.000126781
2/20/97 0.000127025 1.000127025
2/19/97 0.000127238 1.000127238
2/18/97 0.000127544 1.000127544
2/17/97 0.000127257 1.000127257
2/16/97 0.000127257 1.000127257
2/15/97 0.000127257 1.000127257
2/14/97 0.000127257 1.000127257
2/13/97 0.000128612 1.000128612
2/12/97 0.000127234 1.000127234
2/11/97 0.000127133 1.000127133
2/10/97 0.000127130 1.000127130
2/9/97 0.000127825 1.000127825
2/8/97 0.000127825 1.000127825
2/7/97 0.000127825 1.000127825
2/6/97 0.000127364 1.000127364
2/5/97 0.000127188 1.000127188
2/4/97 0.000128547 1.000128547
2/3/97 0.000127663 1.000127663
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1/31/97 0.000130160 1.000130160
1/30/97 0.000132820 1.000132820
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1/28/97 0.000127216 1.000127216
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<PAGE> 7
<TABLE>
<S> <C> <C>
1/27/97 0.000126677 1.000126677
1/26/97 0.000127475 1.000127475
1/25/97 0.000127475 1.000127475
1/24/97 0.000127475 1.000127475
1/23/97 0.000127295 1.000127295
1/22/97 0.000127159 1.000127159
1/21/97 0.000127745 1.000127745
1/20/97 0.000120640 1.000120640
1/19/97 0.000129142 1.000129142
1/18/97 0.000129142 1.000129142
1/17/97 0.000129142 1.000129142
1/16/97 0.000128427 1.000128427
1/15/97 0.000127910 1.000127910
1/14/97 0.000127851 1.000127851
1/13/97 0.000128369 1.000128369
1/12/97 0.000127962 1.000127962
1/11/97 0.000127962 1.000127962
1/10/97 0.000127962 1.000127962
1/9/97 0.000128249 1.000128249
1/8/97 0.000128015 1.000128015
1/7/97 0.000128137 1.000128137
1/6/97 0.000128160 1.000128160
1/5/97 0.000128241 1.000128241
1/4/97 0.000128241 1.000128241
1/3/97 0.000128241 1.000128241
1/2/97 0.000135952 1.000135952
1/1/97 0.000127778 1.000127778
12/31/96 0.000127960 1.000127960
12/30/96 0.000127080 1.000127080
12/29/96 0.000126652 1.000126652
12/28/96 0.000126652 1.000126652
12/27/96 0.000126652 1.000126652
12/26/96 0.000126765 1.000126765
12/25/96 0.000127587 1.000127587
12/24/96 0.000127587 1.000127587
12/23/96 0.000126224 1.000126224
12/22/96 0.000126072 1.000126072
12/21/96 0.000126072 1.000126072
12/20/96 0.000126072 1.000126072
12/19/96 0.000126364 1.000126364
12/18/96 0.000126718 1.000126718
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12/16/96 0.000125817 1.000125817
12/15/96 0.000126317 1.000126317
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<PAGE> 8
<TABLE>
<S> <C> <C>
12/14/96 0.000126317 1.000126317
12/13/96 0.000126317 1.000126317
12/12/96 0.000126345 1.000126345
12/11/96 0.000125990 1.000125990
12/10/96 0.000125873 1.000125873
12/9/96 0.000126603 1.000126603
12/8/96 0.000126314 1.000126314
12/7/96 0.000126314 1.000126314
12/6/96 0.000126314 1.000126314
12/5/96 0.000125988 1.000125988
12/4/96 0.000129053 1.000129053
12/3/96 0.000125490 1.000125490
12/2/96 0.000126265 1.000126265
12/1/96 0.000126352 1.000126352
11/30/96 0.000126352 1.000126352
11/29/96 0.000126352 1.000126352
11/28/96 0.000127386 1.000127386
11/27/96 0.000127386 1.000127386
11/26/96 0.000126355 1.000126355
11/25/96 0.000126390 1.000126390
11/24/96 0.000126250 1.000126250
11/23/96 0.000126250 1.000126250
11/22/96 0.000126250 1.000126250
11/21/96 0.000126177 1.000126177
11/20/96 0.000126647 1.000126647
11/19/96 0.000126415 1.000126415
11/18/96 0.000126400 1.000126400
11/17/96 0.000129924 1.000129924
11/16/96 0.000129924 1.000129924
11/15/96 0.000129924 1.000129924
11/14/96 0.000126214 1.000126214
11/13/96 0.000125503 1.000125503
11/12/96 0.000126288 1.000126288
11/11/96 0.000126410 1.000126410
11/10/96 0.000126255 1.000126255
11/9/96 0.000126255 1.000126255
11/8/96 0.000126255 1.000126255
11/7/96 0.000126306 1.000126306
11/6/96 0.000126291 1.000126291
11/5/96 0.000128910 1.000128910
11/4/96 0.000125955 1.000125955
11/3/96 0.000127343 1.000127343
11/2/96 0.000127343 1.000127343
11/1/96 0.000127343 1.000127343
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<PAGE> 9
<TABLE>
<S> <C> <C>
10/31/96 0.000126873 1.000126873
10/30/96 0.000126768 1.000126768
10/29/96 0.000126834 1.000126834
10/28/96 0.000126240 1.000126240
10/27/96 0.000126863 1.000126863
10/26/96 0.000126863 1.000126863
10/25/96 0.000126863 1.000126863
10/24/96 0.000127016 1.000127016
10/23/96 0.000126894 1.000126894
10/22/96 0.000126634 1.000126634
10/21/96 0.000126555 1.000126555
10/20/96 0.000126719 1.000126719
10/19/96 0.000126719 1.000126719
10/18/96 0.000126719 1.000126719
10/17/96 0.000126647 1.000126647
10/16/96 0.000126563 1.000126563
10/15/96 0.000126690 1.000126690
10/14/96 0.000126935 1.000126935
10/13/96 0.000126714 1.000126714
10/12/96 0.000126714 1.000126714
10/11/96 0.000126714 1.000126714
10/10/96 0.000126328 1.000126328
10/9/96 0.000126600 1.000126600
10/8/96 0.000126131 1.000126131
10/7/96 0.000126200 1.000126200
10/6/96 0.000126857 1.000126857
10/5/96 0.000126857 1.000126857
10/4/96 0.000126857 1.000126857
10/3/96 0.000126847 1.000126847
10/2/96 0.000129923 1.000129923
10/1/96 0.000130451 1.000130451
9/30/96 0.000127599 1.000127599
9/29/96 0.000127466 1.000127466
9/28/96 0.000127466 1.000127466
9/27/96 0.000127466 1.000127466
9/26/96 0.000127808 1.000127808
9/25/96 0.000127626 1.000127626
9/24/96 0.000127991 1.000127991
9/23/96 0.000127270 1.000127270
9/22/96 0.000127222 1.000127222
9/21/96 0.000127222 1.000127222
9/20/96 0.000127222 1.000127222
9/19/96 0.000128043 1.000128043
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<PAGE> 10
<TABLE>
<S> <C> <C>
9/17/96 0.000127546 1.000127546
9/16/96 0.000127433 1.000127433
9/15/96 0.000127709 1.000127709
9/14/96 0.000127709 1.000127709
9/13/96 0.000127709 1.000127709
9/12/96 0.000127325 1.000127325
9/11/96 0.000127272 1.000127272
9/10/96 0.000127385 1.000127385
9/9/96 0.000127343 1.000127343
9/8/96 0.000127417 1.000127417
9/7/96 0.000127417 1.000127417
9/6/96 0.000127417 1.000127417
9/5/96 0.000127188 1.000127188
9/4/96 0.000128948 1.000128948
9/3/96 0.000127838 1.000127838
9/2/96 0.000126591 1.000126591
9/1/96 0.000126591 1.000126591
8/31/96 0.000126591 1.000126591
8/30/96 0.000126591 1.000126591
8/29/96 0.000126451 1.000126451
8/28/96 0.000126678 1.000126678
8/27/96 0.000126102 1.000126102
8/26/96 0.000126403 1.000126403
8/25/96 0.000126484 1.000126484
8/24/96 0.000126484 1.000126484
8/23/96 0.000126484 1.000126484
8/22/96 0.000126649 1.000126649
8/21/96 0.000126545 1.000126545
8/20/96 0.000126837 1.000126837
8/19/96 0.000126927 1.000126927
8/18/96 0.000127039 1.000127039
8/17/96 0.000127039 1.000127039
8/16/96 0.000127039 1.000127039
8/15/96 0.000126765 1.000126765
8/14/96 0.000126960 1.000126960
8/13/96 0.000126785 1.000126785
8/12/96 0.000127268 1.000127268
8/11/96 0.000126432 1.000126432
8/10/96 0.000126432 1.000126432
8/9/96 0.000126432 1.000126432
8/8/96 0.000127476 1.000127476
8/7/96 0.000127862 1.000127862
8/6/96 0.000127428 1.000127428
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<PAGE> 11
<TABLE>
<S> <C> <C>
8/4/96 0.000129859 1.000129859
8/3/96 0.000129859 1.000129859
8/2/96 0.000129859 1.000129859
8/1/96 0.000128376 1.000128376
7/31/96 0.000127646 1.000127646
7/30/96 0.000127276 1.000127276
7/29/96 0.000127016 1.000127016
7/28/96 0.000127133 1.000127133
7/27/96 0.000127133 1.000127133
7/26/96 0.000127133 1.000127133
7/25/96 0.000127172 1.000127172
7/24/96 0.000127157 1.000127157
7/23/96 0.000127111 1.000127111
7/22/96 0.000126687 1.000126687
7/21/96 0.000127277 1.000127277
7/20/96 0.000127277 1.000127277
7/19/96 0.000127277 1.000127277
7/18/96 0.000127477 1.000127477
7/17/96 0.000127809 1.000127809
7/16/96 0.000127461 1.000127461
7/15/96 0.000127374 1.000127374
7/14/96 0.000127518 1.000127518
7/13/96 0.000127518 1.000127518
7/12/96 0.000127518 1.000127518
7/11/96 0.000127464 1.000127464
7/10/96 0.000127457 1.000127457
7/9/96 0.000129186 1.000129186
7/8/96 0.000127005 1.000127005
7/7/96 0.000126988 1.000126988
7/6/96 0.000126988 1.000126988
7/5/96 0.000126988 1.000126988
7/4/96 0.000126276 1.000126276
7/3/96 0.000126276 1.000126276
7/2/96 0.000124593 1.000124593
7/1/96 0.000126889 1.000126889
7/1/96 0.000126889 1.000126889
6/30/96 0.000126468 1.000126468
6/29/96 0.000126468 1.000126468
6/28/96 0.000126468 1.000126468
6/27/96 0.000126615 1.000126615
6/26/96 0.000125931 1.000125931
6/25/96 0.000125822 1.000125822
6/24/96 0.000125813 1.000125813
6/23/96 0.000125711 1.000125711
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<PAGE> 12
<TABLE>
<S> <C> <C>
6/21/96 0.000125711 1.000125711
6/20/96 0.000125890 1.000125890
6/19/96 0.000125887 1.000125887
6/18/96 0.000125628 1.000125628
6/17/96 0.000125450 1.000125450
6/16/96 0.000125366 1.000125366
6/15/96 0.000125366 1.000125366
6/14/96 0.000125366 1.000125366
6/13/96 0.000125415 1.000125415
6/12/96 0.000125700 1.000125700
6/11/96 0.000115343 1.000115343
6/10/96 0.000133361 1.000133361
6/9/96 0.000124981 1.000124981
6/8/96 0.000124981 1.000124981
6/7/96 0.000124981 1.000124981
6/6/96 0.000125057 1.000125057
6/5/96 0.000125075 1.000125075
6/4/96 0.000127534 1.000127534
6/3/96 0.000125715 1.000125715
6/2/96 0.000124807 1.000124807
6/1/96 0.000124807 1.000124807
5/31/96 0.000124807 1.000124807
5/30/96 0.000124824 1.000124824
5/29/96 0.000124844 1.000124844
5/28/96 0.000123867 1.000123867
5/27/96 0.000121632 1.000121632
5/26/96 0.000121632 1.000121632
5/25/96 0.000121632 1.000121632
5/24/96 0.000121632 1.000121632
5/23/96 0.000124385 1.000124385
5/22/96 0.000124773 1.000124773
5/21/96 0.000124452 1.000124452
5/20/96 0.000124410 1.000124410
5/19/96 0.000124666 1.000124666
5/18/96 0.000124666 1.000124666
5/17/96 0.000124666 1.000124666
5/16/96 0.000125429 1.000125429
5/15/96 0.000124707 1.000124707
5/14/96 0.000122936 1.000122936
5/13/96 0.000124429 1.000124429
5/12/96 0.000124699 1.000124699
5/11/96 0.000124699 1.000124699
5/10/96 0.000124699 1.000124699
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<PAGE> 13
<TABLE>
<S> <C> <C>
5/8/96 0.000124729 1.000124729
5/7/96 0.000124429 1.000124429
5/6/96 0.000124290 1.000124290
5/5/96 0.000124529 1.000124529
5/4/96 0.000124529 1.000124529
5/3/96 0.000124529 1.000124529
5/2/96 0.000129190 1.000129190
5/1/96 0.000124106 1.000124106
4/30/96 0.000124356 1.000124356
4/29/96 0.000123923 1.000123923
4/28/96 0.000124681 1.000124681
4/27/96 0.000124681 1.000124681
4/26/96 0.000124681 1.000124681
4/25/96 0.000124827 1.000124827
4/24/96 0.000124884 1.000124884
4/23/96 0.000124312 1.000124312
4/22/96 0.000123926 1.000123926
4/21/96 0.000124681 1.000124681
4/20/96 0.000124681 1.000124681
4/19/96 0.000124681 1.000124681
4/18/96 0.000124894 1.000124894
4/17/96 0.000124692 1.000124692
4/16/96 0.000124563 1.000124563
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4/14/96 0.000124759 1.000124759
4/13/96 0.000124759 1.000124759
4/12/96 0.000124759 1.000124759
4/11/96 0.000124949 1.000124949
4/10/96 0.000124118 1.000124118
4/9/96 0.000124643 1.000124643
4/8/96 0.000124055 1.000124055
4/7/96 0.000124689 1.000124689
4/6/96 0.000124689 1.000124689
4/5/96 0.000124689 1.000124689
4/4/96 0.000124689 1.000124689
4/3/96 0.000124759 1.000124759
4/2/96 0.000125188 1.000125188
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3/31/96 0.000124385 1.000124385
3/30/96 0.000124385 1.000124385
3/29/96 0.000124385 1.000124385
3/28/96 0.000124310 1.000124310
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3/26/96 0.000124320 1.000124320
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<PAGE> 14
<TABLE>
<S> <C> <C>
3/25/96 0.000123948 1.000123948
3/24/96 0.000123915 1.000123915
3/23/96 0.000123915 1.000123915
3/22/96 0.000123915 1.000123915
3/21/96 0.000123473 1.000123473
3/20/96 0.000124244 1.000124244
3/19/96 0.000124137 1.000124137
3/18/96 0.000124431 1.000124431
3/17/96 0.000124989 1.000124989
3/16/96 0.000124989 1.000124989
3/15/96 0.000124989 1.000124989
3/14/96 0.000124527 1.000124527
3/13/96 0.000124165 1.000124165
3/12/96 0.000123864 1.000123864
3/11/96 0.000123589 1.000123589
3/10/96 0.000123711 1.000123711
3/9/96 0.000123711 1.000123711
3/8/96 0.000123711 1.000123711
3/7/96 0.000123719 1.000123719
3/6/96 0.000123695 1.000123695
3/5/96 0.000124325 1.000124325
3/4/96 0.000120812 1.000120812
3/3/96 0.000125198 1.000125198
3/2/96 0.000125198 1.000125198
3/1/96 0.000125198 1.000125198
2/29/96 0.000125468 1.000125468
2/28/96 0.000124051 1.000124051
2/27/96 0.000122153 1.000122153
2/26/96 0.000124280 1.000124280
2/25/96 0.000124402 1.000124402
2/24/96 0.000124402 1.000124402
2/23/96 0.000124402 1.000124402
2/22/96 0.000124634 1.000124634
2/21/96 0.000124977 1.000124977
2/20/96 0.000042816 1.000042816
2/19/96 0.000146473 1.000146473
2/18/96 0.000146473 1.000146473
2/17/96 0.000146473 1.000146473
2/16/96 0.000146473 1.000146473
2/15/96 0.000125422 1.000125422
2/14/96 0.000126976 1.000126976
2/13/96 0.000125429 1.000125429
2/12/96 0.000127221 1.000127221
2/11/96 0.000125959 1.000125959
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<PAGE> 15
<TABLE>
<S> <C> <C>
2/10/96 0.000125959 1.000125959
2/9/96 0.000125959 1.000125959
2/8/96 0.000126436 1.000126436
2/7/96 0.000125333 1.000125333
2/6/96 0.000126698 1.000126698
2/5/96 0.000128559 1.000128559
2/4/96 0.000128104 1.000128104
2/3/96 0.000128104 1.000128104
2/2/96 0.000128104 1.000128104
2/1/96 0.000129419 1.000129419
1/31/96 0.000130199 1.000130199
1/30/96 0.000130455 1.000130455
1/29/96 0.000131882 1.000131882
1/28/96 0.000131333 1.000131333
1/27/96 0.000131333 1.000131333
1/26/96 0.000131333 1.000131333
1/25/96 0.000130037 1.000130037
1/24/96 0.000131170 1.000131170
1/23/96 0.000131576 1.000131576
1/22/96 0.000131331 1.000131331
1/21/96 0.000131751 1.000131751
1/20/96 0.000131751 1.000131751
1/19/96 0.000131751 1.000131751
1/18/96 0.000132869 1.000132869
1/17/96 0.000133342 1.000133342
1/16/96 0.000132709 1.000132709
1/15/96 0.000132497 1.000132497
1/14/96 0.000132549 1.000132549
1/13/96 0.000132549 1.000132549
1/12/96 0.000132549 1.000132549
1/11/96 0.000132649 1.000132649
1/10/96 0.000132213 1.000132213
1/9/96 0.000133864 1.000133864
1/8/96 0.000132615 1.000132615
1/7/96 0.000133386 1.000133386
1/6/96 0.000133386 1.000133386
1/5/96 0.000133386 1.000133386
1/4/96 0.000135866 1.000135866
1/3/96 0.000141350 1.000141350
1/2/96 0.000133288 1.000133288
1/1/96 0.000134092 1.000134092
12/31/95 0.000134085 1.000134085
12/30/95 0.000134085 1.000134085
12/29/95 0.000134085 1.000134085
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<PAGE> 16
<TABLE>
<S> <C> <C>
12/28/95 0.000133774 1.000133774
12/27/95 0.000140024 1.000140024
12/26/95 0.000132748 1.000132748
12/25/95 0.000135859 1.000135859
12/24/95 0.000135859 1.000135859
12/23/95 0.000135859 1.000135859
12/22/95 0.000135859 1.000135859
12/21/95 0.000137589 1.000137589
12/20/95 0.000135696 1.000135696
12/19/95 0.000136188 1.000136188
12/18/95 0.000136141 1.000136141
12/17/95 0.000136663 1.000136663
12/16/95 0.000136663 1.000136663
12/15/95 0.000136663 1.000136663
12/14/95 0.000134891 1.000134891
12/13/95 0.000135956 1.000135956
12/12/95 0.000133786 1.000133786
12/11/95 0.000136113 1.000136113
12/10/95 0.000136691 1.000136691
12/9/95 0.000136691 1.000136691
12/8/95 0.000136691 1.000136691
12/7/95 0.000141818 1.000141818
12/6/95 0.000136629 1.000136629
12/5/95 0.000137638 1.000137638
12/4/95 0.000141993 1.000141993
12/3/95 0.000136874 1.000136874
12/2/95 0.000136874 1.000136874
12/1/95 0.000136874 1.000136874
11/30/95 0.000136632 1.000136632
11/29/95 0.000135105 1.000135105
11/28/95 0.000136008 1.000136008
11/27/95 0.000140427 1.000140427
11/26/95 0.000137797 1.000137797
11/25/95 0.000137797 1.000137797
11/24/95 0.000137797 1.000137797
11/23/95 0.000136655 1.000136655
11/22/95 0.000136655 1.000136655
11/21/95 0.000136251 1.000136251
11/20/95 0.000136417 1.000136417
11/19/95 0.000136417 1.000136417
11/18/95 0.000136417 1.000136417
11/17/95 0.000136417 1.000136417
11/16/95 0.000139640 1.000139640
11/15/95 0.000136666 1.000136666
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<PAGE> 17
<TABLE>
<S> <C> <C>
11/14/95 0.000136263 1.000136263
11/13/95 0.000136266 1.000136266
11/12/95 0.000136215 1.000136215
11/11/95 0.000136215 1.000136215
11/10/95 0.000136215 1.000136215
11/9/95 0.000136666 1.000136666
11/8/95 0.000136691 1.000136691
11/7/95 0.000136238 1.000136238
11/6/95 0.000136004 1.000136004
11/5/95 0.000136495 1.000136495
11/4/95 0.000136495 1.000136495
11/3/95 0.000136495 1.000136495
11/2/95 0.000136583 1.000136583
11/1/95 0.000139878 1.000139878
10/31/95 0.000136743 1.000136743
10/30/95 0.000138150 1.000138150
10/29/95 0.000136789 1.000136789
10/28/95 0.000136789 1.000136789
10/27/95 0.000136789 1.000136789
10/26/95 0.000137236 1.000137236
10/25/95 0.000136678 1.000136678
10/24/95 0.000137022 1.000137022
10/23/95 0.000136422 1.000136422
10/22/95 0.000136450 1.000136450
10/21/95 0.000136450 1.000136450
10/20/95 0.000136450 1.000136450
10/19/95 0.000136439 1.000136439
10/18/95 0.000136546 1.000136546
10/17/95 0.000136962 1.000136962
10/16/95 0.000136878 1.000136878
10/15/95 0.000137176 1.000137176
10/14/95 0.000137176 1.000137176
10/13/95 0.000137176 1.000137176
10/12/95 0.000137311 1.000137311
10/11/95 0.000137396 1.000137396
10/10/95 0.000136807 1.000136807
10/9/95 0.000136862 1.000136862
10/8/95 0.000137012 1.000137012
10/7/95 0.000137012 1.000137012
10/6/95 0.000137012 1.000137012
10/5/95 0.000137426 1.000137426
10/4/95 0.000138452 1.000138452
10/3/95 0.000137634 1.000137634
10/2/95 0.000137487 1.000137487
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<PAGE> 18
<TABLE>
<S> <C> <C>
10/1/95 0.000138401 1.000138401
9/30/95 0.000138401 1.000138401
9/29/95 0.000138401 1.000138401
9/28/95 0.000140010 1.000140010
9/27/95 0.000136897 1.000136897
9/26/95 0.000136708 1.000136708
9/25/95 0.000136869 1.000136869
9/24/95 0.000143965 1.000143965
9/23/95 0.000143965 1.000143965
9/22/95 0.000143965 1.000143965
9/21/95 0.000137149 1.000137149
9/20/95 0.000136991 1.000136991
9/19/95 0.000138069 1.000138069
9/18/95 0.000137470 1.000137470
9/17/95 0.000144924 1.000144924
9/16/95 0.000144924 1.000144924
9/15/95 0.000144924 1.000144924
9/14/95 0.000138115 1.000138115
9/13/95 0.000137782 1.000137782
9/12/95 0.000139317 1.000139317
9/11/95 0.000137345 1.000137345
9/10/95 0.000137205 1.000137205
9/9/95 0.000137205 1.000137205
9/8/95 0.000137205 1.000137205
9/7/95 0.000136587 1.000136587
9/6/95 0.000137775 1.000137775
9/5/95 0.000137760 1.000137760
9/4/95 0.000138486 1.000138486
9/3/95 0.000138486 1.000138486
9/2/95 0.000138486 1.000138486
9/1/95 0.000138486 1.000138486
8/31/95 0.000137509 1.000137509
8/30/95 0.000137894 1.000137894
8/29/95 0.000138496 1.000138496
8/28/95 0.000137954 1.000137954
8/27/95 0.000139025 1.000139025
8/26/95 0.000139025 1.000139025
8/25/95 0.000139025 1.000139025
8/24/95 0.000138577 1.000138577
8/23/95 0.000135329 1.000135329
8/22/95 0.000143887 1.000143887
8/21/95 0.000138476 1.000138476
8/20/95 0.000138413 1.000138413
8/19/95 0.000138413 1.000138413
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<PAGE> 19
<TABLE>
<S> <C> <C>
8/18/95 0.000138413 1.000138413
8/17/95 0.000138952 1.000138952
8/16/95 0.000139305 1.000139305
8/15/95 0.000139232 1.000139232
8/14/95 0.000138865 1.000138865
8/13/95 0.000138724 1.000138724
8/12/95 0.000138724 1.000138724
8/11/95 0.000138724 1.000138724
8/10/95 0.000138365 1.000138365
8/9/95 0.000138535 1.000138535
8/8/95 0.000139027 1.000139027
8/7/95 0.000142417 1.000142417
8/6/95 0.000138235 1.000138235
8/5/95 0.000138235 1.000138235
8/4/95 0.000138235 1.000138235
8/3/95 0.000140591 1.000140591
8/2/95 0.000139026 1.000139026
8/1/95 0.000143256 1.000143256
7/31/95 0.000140087 1.000140087
7/30/95 0.000140221 1.000140221
7/29/95 0.000140221 1.000140221
7/28/95 0.000140221 1.000140221
7/27/95 0.000140345 1.000140345
7/26/95 0.000140317 1.000140317
7/25/95 0.000140281 1.000140281
7/24/95 0.000140562 1.000140562
7/23/95 0.000140515 1.000140515
7/22/95 0.000140515 1.000140515
7/21/95 0.000140515 1.000140515
7/20/95 0.000140842 1.000140842
7/19/95 0.000140265 1.000140265
7/18/95 0.000140825 1.000140825
7/17/95 0.000140342 1.000140342
7/16/95 0.000141036 1.000141036
7/15/95 0.000141036 1.000141036
7/14/95 0.000141036 1.000141036
7/13/95 0.000140946 1.000140946
7/12/95 0.000141407 1.000141407
7/11/95 0.000140704 1.000140704
7/10/95 0.000140999 1.000140999
7/9/95 0.000146870 1.000146870
7/8/95 0.000146870 1.000146870
7/7/95 0.000146870 1.000146870
7/6/95 0.000146870 1.000146870
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<PAGE> 20
<TABLE>
<S> <C> <C>
7/5/95 0.000143204 1.000143204
7/4/95 0.000144462 1.000144462
7/3/95 0.000144462 1.000144462
7/2/95 0.000142412 1.000142412
7/1/95 0.000142412 1.000142412
6/30/95 0.000142412 1.000142412
6/29/95 0.000142697 1.000142697
6/28/95 0.000143035 1.000143035
6/27/95 0.000143168 1.000143168
6/26/95 0.000142966 1.000142966
6/25/95 0.000143231 1.000143231
6/24/95 0.000143231 1.000143231
6/23/95 0.000143231 1.000143231
6/22/95 0.000142493 1.000142493
6/21/95 0.000144073 1.000144073
6/20/95 0.000143531 1.000143531
6/19/95 0.000143483 1.000143483
6/18/95 0.000143849 1.000143849
6/17/95 0.000143849 1.000143849
6/16/95 0.000143849 1.000143849
6/15/95 0.000144123 1.000144123
6/14/95 0.000143596 1.000143596
6/13/95 0.000143866 1.000143866
6/12/95 0.000144214 1.000144214
6/11/95 0.000143810 1.000143810
6/10/95 0.000143810 1.000143810
6/9/95 0.000143810 1.000143810
6/8/95 0.000144354 1.000144354
6/7/95 0.000143757 1.000143757
6/6/95 0.000143714 1.000143714
6/5/95 0.000144351 1.000144351
6/4/95 0.000145629 1.000145629
6/3/95 0.000145629 1.000145629
6/2/95 0.000145629 1.000145629
6/1/95 0.000147233 1.000147233
5/31/95 0.000145647 1.000145647
5/30/95 0.000144184 1.000144184
5/29/95 0.000144444 1.000144444
5/28/95 0.000144444 1.000144444
5/27/95 0.000144444 1.000144444
5/26/95 0.000144444 1.000144444
5/25/95 0.000145123 1.000145123
5/24/95 0.000144642 1.000144642
5/23/95 0.000145672 1.000145672
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<PAGE> 21
<TABLE>
<S> <C> <C>
5/22/95 0.000144701 1.000144701
5/21/95 0.000144311 1.000144311
5/20/95 0.000144311 1.000144311
5/19/95 0.000144311 1.000144311
5/18/95 0.000144606 1.000144606
5/17/95 0.000145982 1.000145982
5/16/95 0.000145880 1.000145880
5/15/95 0.000145649 1.000145649
5/14/95 0.000144758 1.000144758
5/13/95 0.000144758 1.000144758
5/12/95 0.000144758 1.000144758
5/11/95 0.000145439 1.000145439
5/10/95 0.000145157 1.000145157
5/9/95 0.000145102 1.000145102
5/8/95 0.000146024 1.000146024
5/7/95 0.000145413 1.000145413
5/6/95 0.000145413 1.000145413
5/5/95 0.000145413 1.000145413
5/4/95 0.000145678 1.000145678
5/3/95 0.000145277 1.000145277
5/2/95 0.000145901 1.000145901
5/1/95 0.000147879 1.000147879
4/30/95 0.000145455 1.000145455
4/29/95 0.000145455 1.000145455
4/28/95 0.000145455 1.000145455
4/27/95 0.000145390 1.000145390
4/26/95 0.000145551 1.000145551
4/25/95 0.000145468 1.000145468
4/24/95 0.000145137 1.000145137
4/23/95 0.000145911 1.000145911
4/22/95 0.000145911 1.000145911
4/21/95 0.000145911 1.000145911
4/20/95 0.000145806 1.000145806
4/19/95 0.000145547 1.000145547
4/18/95 0.000145307 1.000145307
4/17/95 0.000145185 1.000145185
4/16/95 0.000147786 1.000147786
4/15/95 0.000147786 1.000147786
4/14/95 0.000147786 1.000147786
4/13/95 0.000147786 1.000147786
4/12/95 0.000145412 1.000145412
4/11/95 0.000146030 1.000146030
4/10/95 0.000145291 1.000145291
4/9/95 0.000143340 1.000143340
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<PAGE> 22
<TABLE>
<S> <C> <C>
4/8/95 0.000143340 1.000143340
4/7/95 0.000143340 1.000143340
4/6/95 0.000145212 1.000145212
4/5/95 0.000145305 1.000145305
4/4/95 0.000145690 1.000145690
4/3/95 0.000142652 1.000142652
4/2/95 0.000145325 1.000145325
4/1/95 0.000145325 1.000145325
3/31/95 0.000145325 1.000145325
3/30/95 0.000148998 1.000148998
3/29/95 0.000144492 1.000144492
3/28/95 0.000144431 1.000144431
3/27/95 0.000144375 1.000144375
3/26/95 0.000144800 1.000144800
3/25/95 0.000144800 1.000144800
3/24/95 0.000144800 1.000144800
3/23/95 0.000144347 1.000144347
3/22/95 0.000144174 1.000144174
3/21/95 0.000144287 1.000144287
3/20/95 0.000144392 1.000144392
3/19/95 0.000143967 1.000143967
3/18/95 0.000143967 1.000143967
3/17/95 0.000143967 1.000143967
3/16/95 0.000144440 1.000144440
3/15/95 0.000143922 1.000143922
3/14/95 0.000143936 1.000143936
3/13/95 0.000143825 1.000143825
3/12/95 0.000144283 1.000144283
3/11/95 0.000144283 1.000144283
3/10/95 0.000144283 1.000144283
3/9/95 0.000143811 1.000143811
3/8/95 0.000145996 1.000145996
3/7/95 0.000145976 1.000145976
3/6/95 0.000143574 1.000143574
3/5/95 0.000143436 1.000143436
3/4/95 0.000143436 1.000143436
3/3/95 0.000143436 1.000143436
3/2/95 0.000143948 1.000143948
3/1/95 0.000144925 1.000144925
2/28/95 0.000144094 1.000144094
2/27/95 0.000143303 1.000143303
2/26/95 0.000143103 1.000143103
2/25/95 0.000143103 1.000143103
2/24/95 0.000143103 1.000143103
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<PAGE> 23
<TABLE>
<S> <C> <C>
2/23/95 0.000143265 1.000143265
2/22/95 0.000144521 1.000144521
2/21/95 0.000143540 1.000143540
2/20/95 0.000143718 1.000143718
2/19/95 0.000143718 1.000143718
2/18/95 0.000143718 1.000143718
2/17/95 0.000143718 1.000143718
2/16/95 0.000142524 1.000142524
2/15/95 0.000142507 1.000142507
2/14/95 0.000142663 1.000142663
2/13/95 0.000140193 1.000140193
2/12/95 0.000139744 1.000139744
2/11/95 0.000139744 1.000139744
2/10/95 0.000139744 1.000139744
2/9/95 0.000139671 1.000139671
2/8/95 0.000142468 1.000142468
2/7/95 0.000143213 1.000143213
2/6/95 0.000141969 1.000141969
2/5/95 0.000137871 1.000137871
2/4/95 0.000137871 1.000137871
2/3/95 0.000137871 1.000137871
2/2/95 0.000138291 1.000138291
2/1/95 0.000139656 1.000139656
1/31/95 0.000138145 1.000138145
1/30/95 0.000136886 1.000136886
1/29/95 0.000136757 1.000136757
1/28/95 0.000136757 1.000136757
1/27/95 0.000136757 1.000136757
1/26/95 0.000139215 1.000139215
1/25/95 0.000134237 1.000134237
1/24/95 0.000135585 1.000135585
1/23/95 0.000135294 1.000135294
1/22/95 0.000135098 1.000135098
1/21/95 0.000135098 1.000135098
1/20/95 0.000135098 1.000135098
1/19/95 0.000135160 1.000135160
1/18/95 0.000134208 1.000134208
1/17/95 0.000135019 1.000135019
1/16/95 0.000135240 1.000135240
1/15/95 0.000135374 1.000135374
1/14/95 0.000135374 1.000135374
1/13/95 0.000135374 1.000135374
1/12/95 0.000141310 1.000141310
1/11/95 0.000136066 1.000136066
</TABLE>
<PAGE> 24
<TABLE>
<S> <C> <C>
1/10/95 0.000134786 1.000134786
1/9/95 0.000133738 1.000133738
1/8/95 0.000133546 1.000133546
1/7/95 0.000133546 1.000133546
1/6/95 0.000133546 1.000133546
1/5/95 0.000132974 1.000132974
1/4/95 0.000132949 1.000132949
1/3/95 0.000132627 1.000132627
1/2/95 0.000132180 1.000132180
1/1/95 0.000132180 1.000132180
12/31/94 0.000132278 1.000132278
12/30/94 0.000132278 1.000132278
12/29/94 0.000132996 1.000132996
12/28/94 0.000132417 1.000132417
12/27/94 0.000132811 1.000132811
12/26/94 0.000132995 1.000132995
12/25/94 0.000132995 1.000132995
12/24/94 0.000132995 1.000132995
12/23/94 0.000132995 1.000132995
12/22/94 0.000132158 1.000132158
12/21/94 0.000132612 1.000132612
12/20/94 0.000132027 1.000132027
12/19/94 0.000132379 1.000132379
12/18/94 0.000132934 1.000132934
12/17/94 0.000132934 1.000132934
12/16/94 0.000132934 1.000132934
12/15/94 0.000132422 1.000132422
12/14/94 0.000131691 1.000131691
12/13/94 0.000131932 1.000131932
12/12/94 0.000131036 1.000131036
12/11/94 0.000130636 1.000130636
12/10/94 0.000130636 1.000130636
12/9/94 0.000130636 1.000130636
12/8/94 0.000130882 1.000130882
12/7/94 0.000129705 1.000129705
12/6/94 0.000131691 1.000131691
12/5/94 0.000127352 1.000127352
12/4/94 0.000131190 1.000131190
12/3/94 0.000131190 1.000131190
12/2/94 0.000131190 1.000131190
12/1/94 0.000131682 1.000131682
11/30/94 0.000127584 1.000127584
11/29/94 0.000126780 1.000126780
11/28/94 0.000125000 1.000125000
</TABLE>
<PAGE> 25
<TABLE>
<S> <C> <C>
11/27/94 0.000123149 1.000123149
11/26/94 0.000123149 1.000123149
11/25/94 0.000123149 1.000123149
11/24/94 0.000122437 1.000122437
11/23/94 0.000122437 1.000122437
11/22/94 0.000124088 1.000124088
11/21/94 0.000121355 1.000121355
11/20/94 0.000120970 1.000120970
11/19/94 0.000120970 1.000120970
11/18/94 0.000120970 1.000120970
11/17/94 0.000120549 1.000120549
11/16/94 0.000120560 1.000120560
11/15/94 0.000120044 1.000120044
11/14/94 0.000117688 1.000117688
11/13/94 0.000116428 1.000116428
11/12/94 0.000116428 1.000116428
11/11/94 0.000116428 1.000116428
11/10/94 0.000116428 1.000116428
11/9/94 0.000116043 1.000116043
11/8/94 0.000114218 1.000114218
11/7/94 0.000114864 1.000114864
11/6/94 0.000115895 1.000115895
11/5/94 0.000115895 1.000115895
11/4/94 0.000115895 1.000115895
11/3/94 0.000115532 1.000115532
11/2/94 0.000115090 1.000115090
11/1/94 0.000115346 1.000115346
10/31/94 0.000112287 1.000112287
10/30/94 0.000112753 1.000112753
10/29/94 0.000112753 1.000112753
10/28/94 0.000112753 1.000112753
10/27/94 0.000113005 1.000113005
10/26/94 0.000112874 1.000112874
10/25/94 0.000112574 1.000112574
10/24/94 0.000111406 1.000111406
10/23/94 0.000111400 1.000111400
10/22/94 0.000111400 1.000111400
10/21/94 0.000111400 1.000111400
10/20/94 0.000110738 1.000110738
10/19/94 0.000110736 1.000110736
10/18/94 0.000110080 1.000110080
10/17/94 0.000109587 1.000109587
10/16/94 0.000109617 1.000109617
10/15/94 0.000109617 1.000109617
</TABLE>
<PAGE> 26
<TABLE>
<S> <C> <C>
10/14/94 0.000109617 1.000109617
10/13/94 0.000110421 1.000110421
10/12/94 0.000109364 1.000109364
10/11/94 0.000109395 1.000109395
10/10/94 0.000109715 1.000109715
10/9/94 0.000110150 1.000110150
10/8/94 0.000110150 1.000110150
10/7/94 0.000110150 1.000110150
10/6/94 0.000110164 1.000110164
10/5/94 0.000109628 1.000109628
10/4/94 0.000109715 1.000109715
10/3/94 0.000109141 1.000109141
10/2/94 0.000106994 1.000106994
10/1/94 0.000106994 1.000106994
9/30/94 0.000106994 1.000106994
9/29/94 0.000110685 1.000110685
9/28/94 0.000105800 1.000105800
9/27/94 0.000107651 1.000107651
9/26/94 0.000106049 1.000106049
9/25/94 0.000105571 1.000105571
9/24/94 0.000105571 1.000105571
9/23/94 0.000105571 1.000105571
9/22/94 0.000105575 1.000105575
9/21/94 0.000104869 1.000104869
9/20/94 0.000103720 1.000103720
9/19/94 0.000103485 1.000103485
9/18/94 0.000103661 1.000103661
9/17/94 0.000103661 1.000103661
9/16/94 0.000103661 1.000103661
9/15/94 0.000103538 1.000103538
9/14/94 0.000103662 1.000103662
9/13/94 0.000103500 1.000103500
9/12/94 0.000099166 1.000099166
9/11/94 0.000104705 1.000104705
9/10/94 0.000104705 1.000104705
9/9/94 0.000104705 1.000104705
9/8/94 0.000102785 1.000102785
9/7/94 0.000103387 1.000103387
9/6/94 0.000103521 1.000103521
9/5/94 0.000103527 1.000103527
9/4/94 0.000103527 1.000103527
9/3/94 0.000103527 1.000103527
9/2/94 0.000103527 1.000103527
9/1/94 0.000092341 1.000092341
</TABLE>
<PAGE> 27
<TABLE>
<S> <C> <C>
8/31/94 0.000106834 1.000106834
8/30/94 0.000100979 1.000100979
8/29/94 0.000097998 1.000097998
8/28/94 0.000100163 1.000100163
8/27/94 0.000100163 1.000100163
8/26/94 0.000100163 1.000100163
8/25/94 0.000098435 1.000098435
8/24/94 0.000099534 1.000099534
8/23/94 0.000100396 1.000100396
8/22/94 0.000098837 1.000098837
8/21/94 0.000098572 1.000098572
8/20/94 0.000098572 1.000098572
8/19/94 0.000098572 1.000098572
8/18/94 0.000098401 1.000098401
8/17/94 0.000098703 1.000098703
8/16/94 0.000098283 1.000098283
8/15/94 0.000096654 1.000096654
8/14/94 0.000097065 1.000097065
8/13/94 0.000097065 1.000097065
8/12/94 0.000097065 1.000097065
8/11/94 0.000096722 1.000096722
8/10/94 0.000096644 1.000096644
8/9/94 0.000095977 1.000095977
8/8/94 0.000095711 1.000095711
8/7/94 0.000095790 1.000095790
8/6/94 0.000095790 1.000095790
8/5/94 0.000095790 1.000095790
8/4/94 0.000095478 1.000095478
8/3/94 0.000095583 1.000095583
8/2/94 0.000096010 1.000096010
8/1/94 0.000097465 1.000097465
7/31/94 0.000095730 1.000095730
7/30/94 0.000095730 1.000095730
7/29/94 0.000095730 1.000095730
7/28/94 0.000096108 1.000096108
7/27/94 0.000096206 1.000096206
7/26/94 0.000095750 1.000095750
7/25/94 0.000095067 1.000095067
7/24/94 0.000095064 1.000095064
7/23/94 0.000095064 1.000095064
7/22/94 0.000095064 1.000095064
7/21/94 0.000096329 1.000096329
7/20/94 0.000096694 1.000096694
7/19/94 0.000092426 1.000092426
</TABLE>
<PAGE> 28
<TABLE>
<S> <C> <C>
7/18/94 0.000099671 1.000099671
7/17/94 0.000096369 1.000096369
7/16/94 0.000096369 1.000096369
7/15/94 0.000096369 1.000096369
7/14/94 0.000096405 1.000096405
7/13/94 0.000096242 1.000096242
7/12/94 0.000096123 1.000096123
7/11/94 0.000094492 1.000094492
7/10/94 0.000094427 1.000094427
7/9/94 0.000094427 1.000094427
7/8/94 0.000094427 1.000094427
7/7/94 0.000094052 1.000094052
7/6/94 0.000093717 1.000093717
7/5/94 0.000093333 1.000093333
7/4/94 0.000093598 1.000093598
7/3/94 0.000093598 1.000093598
7/2/94 0.000093598 1.000093598
7/1/94 0.000093598 1.000093598
6/30/94 0.000091813 1.000091813
6/29/94 0.000091623 1.000091623
6/28/94 0.000091839 1.000091839
6/27/94 0.000091817 1.000091817
6/26/94 0.000091507 1.000091507
6/25/94 0.000091507 1.000091507
6/24/94 0.000091507 1.000091507
6/23/94 0.000091335 1.000091335
6/22/94 0.000091015 1.000091015
6/21/94 0.000090468 1.000090468
6/20/94 0.000091118 1.000091118
6/19/94 0.000091029 1.000091029
6/18/94 0.000091029 1.000091029
6/17/94 0.000091029 1.000091029
6/16/94 0.000091353 1.000091353
6/15/94 0.000091202 1.000091202
6/14/94 0.000091438 1.000091438
6/13/94 0.000090886 1.000090886
6/12/94 0.000090754 1.000090754
6/11/94 0.000090754 1.000090754
6/10/94 0.000090754 1.000090754
6/9/94 0.000090632 1.000090632
6/8/94 0.000090625 1.000090625
6/7/94 0.000090376 1.000090376
6/6/94 0.000090811 1.000090811
6/5/94 0.000090847 1.000090847
</TABLE>
<PAGE> 29
<TABLE>
<S> <C> <C>
6/4/94 0.000090847 1.000090847
6/3/94 0.000090847 1.000090847
6/2/94 0.000091126 1.000091126
6/1/94 0.000092695 1.000092695
5/31/94 0.000089328 1.000089328
5/30/94 0.000090104 1.000090104
5/29/94 0.000090104 1.000090104
5/28/94 0.000090104 1.000090104
5/27/94 0.000090104 1.000090104
5/26/94 0.000091823 1.000091823
5/25/94 0.000090104 1.000090104
5/24/94 0.000088884 1.000088884
5/23/94 0.000088062 1.000088062
5/22/94 0.000088045 1.000088045
5/21/94 0.000088045 1.000088045
5/20/94 0.000088045 1.000088045
5/19/94 0.000087642 1.000087642
5/18/94 0.000086549 1.000086549
5/17/94 0.000086423 1.000086423
5/16/94 0.000086379 1.000086379
5/15/94 0.000086436 1.000086436
5/14/94 0.000086436 1.000086436
5/13/94 0.000086436 1.000086436
5/12/94 0.000086276 1.000086276
5/11/94 0.000085943 1.000085943
5/10/94 0.000087219 1.000087219
5/9/94 0.000083565 1.000083565
5/8/94 0.000084368 1.000084368
5/7/94 0.000084368 1.000084368
5/6/94 0.000084368 1.000084368
5/5/94 0.000085505 1.000085505
5/4/94 0.000081623 1.000081623
5/3/94 0.000083679 1.000083679
5/2/94 0.000080274 1.000080274
5/1/94 0.000079458 1.000079458
4/30/94 0.000079458 1.000079458
4/29/94 0.000079458 1.000079458
4/28/94 0.000079494 1.000079494
4/27/94 0.000080614 1.000080614
4/26/94 0.000080508 1.000080508
4/25/94 0.000078986 1.000078986
4/24/94 0.000078731 1.000078731
4/23/94 0.000078731 1.000078731
4/22/94 0.000078731 1.000078731
4/21/94 0.000079272 1.000079272
4/20/94 0.000078816 1.000078816
4/19/94 0.000078907 1.000078907
4/18/94 0.000078047 1.000078047
4/17/94 0.000018557 1.000018557
4/16/94 0.000018557 1.000018557
4/15/94 0.000018557 1.000018557
4/14/94 0.000077270 1.000077270
4/13/94 0.000077239 1.000077239
4/12/94 0.000077206 1.000077206
4/11/94 0.000077896 1.000077896
4/10/94 0.000077770 1.000077770
</TABLE>
<PAGE> 30
<TABLE>
<S> <C> <C>
4/9/94 0.000077770 1.000077770
4/8/94 0.000077770 1.000077770
4/7/94 0.000077497 1.000077497
4/6/94 0.000077602 1.000077602
4/5/94 0.000078028 1.000078028
4/4/94 0.000077610 1.000077610
4/3/94 0.000074588 1.000074588
4/2/94 0.000074588 1.000074588
4/1/94 0.000074588 1.000074588
3/31/94 0.000074588 1.000074588
3/30/94 0.000075136 1.000075136
3/29/94 0.000074524 1.000074524
3/28/94 0.000075107 1.000075107
3/27/94 0.000075066 1.000075066
3/26/94 0.000075066 1.000075066
3/25/94 0.000075066 1.000075066
3/24/94 0.000075011 1.000075011
3/23/94 0.000074693 1.000074693
3/22/94 0.000074264 1.000074264
3/21/94 0.000074158 1.000074158
3/20/94 0.000073936 1.000073936
3/19/94 0.000073936 1.000073936
3/18/94 0.000073936 1.000073936
3/17/94 0.000073875 1.000073875
3/16/94 0.000074186 1.000074186
3/15/94 0.000073834 1.000073834
3/14/94 0.000073637 1.000073637
3/13/94 0.000073596 1.000073596
3/12/94 0.000073596 1.000073596
3/11/94 0.000073596 1.000073596
3/10/94 0.000073100 1.000073100
3/9/94 0.000073114 1.000073114
3/8/94 0.000072811 1.000072811
3/7/94 0.000072022 1.000072022
3/6/94 0.000050394 1.000050394
3/5/94 0.000050394 1.000050394
3/4/94 0.000050394 1.000050394
3/3/94 0.000071788 1.000071788
3/2/94 0.000073621 1.000073621
3/1/94 0.000071453 1.000071453
2/28/94 0.000070899 1.000070899
2/27/94 0.000048733 1.000048733
2/26/94 0.000048733 1.000048733
2/25/94 0.000048733 1.000048733
2/24/94 0.000068093 1.000068093
2/23/94 0.000070428 1.000070428
</TABLE>
<PAGE> 31
<TABLE>
<S> <C> <C>
2/22/94 0.000070082 1.000070082
2/21/94 0.000069870 1.000069870
2/20/94 0.000069870 1.000069870
2/19/94 0.000069870 1.000069870
2/18/94 0.000069870 1.000069870
2/17/94 0.000069630 1.000069630
2/16/94 0.000069742 1.000069742
2/15/94 0.000069510 1.000069510
2/14/94 0.000070756 1.000070756
2/13/94 0.000069323 1.000069323
2/12/94 0.000069323 1.000069323
2/11/94 0.000069323 1.000069323
2/10/94 0.000069026 1.000069026
2/9/94 0.000068729 1.000068729
2/8/94 0.000068602 1.000068602
2/7/94 0.000067401 1.000067401
2/6/94 0.000067350 1.000067350
2/5/94 0.000067350 1.000067350
2/4/94 0.000067350 1.000067350
2/3/94 0.000067261 1.000067261
2/2/94 0.000067767 1.000067767
2/1/94 0.000069060 1.000069060
1/31/94 0.000067307 1.000067307
1/30/94 0.000067192 1.000067192
1/29/94 0.000067192 1.000067192
1/28/94 0.000067192 1.000067192
1/27/94 0.000067408 1.000067408
1/26/94 0.000067614 1.000067614
1/25/94 0.000067270 1.000067270
1/24/94 0.000067368 1.000067368
1/23/94 0.000067544 1.000067544
1/22/94 0.000067544 1.000067544
1/21/94 0.000067544 1.000067544
1/20/94 0.000067808 1.000067808
1/19/94 0.000067939 1.000067939
1/18/94 0.000068015 1.000068015
1/17/94 0.000068234 1.000068234
1/16/94 0.000068129 1.000068129
1/15/94 0.000068129 1.000068129
1/14/94 0.000068129 1.000068129
1/13/94 0.000067689 1.000067689
1/12/94 0.000067540 1.000067540
1/11/94 0.000067587 1.000067587
1/10/94 0.000068079 1.000068079
1/9/94 0.000068034 1.000068034
1/8/94 0.000068034 1.000068034
</TABLE>
<PAGE> 32
<TABLE>
<S> <C> <C>
1/7/94 0.000068034 1.000068034
1/6/94 0.000067870 1.000067870
1/5/94 0.000067774 1.000067774
1/4/94 0.000068622 1.000068622
1/3/94 0.000070046 1.000070046
1/2/94 0.000068161 1.000068161
1/1/94 0.000068161 1.000068161
12/31/93 0.000068278 1.000068278
12/30/93 0.000067982 1.000067982
12/29/93 0.000067946 1.000067946
12/28/93 0.000068037 1.000068037
12/27/93 0.000067632 1.000067632
12/26/93 0.000067727 1.000067727
12/25/93 0.000067727 1.000067727
12/24/93 0.000067727 1.000067727
12/23/93 0.000067727 1.000067727
12/22/93 0.000067755 1.000067755
12/21/93 0.000067806 1.000067806
12/20/93 0.000067688 1.000067688
12/19/93 0.000067922 1.000067922
12/18/93 0.000067922 1.000067922
12/17/93 0.000067922 1.000067922
12/16/93 0.000068009 1.000068009
12/15/93 0.000067810 1.000067810
12/14/93 0.000067775 1.000067775
12/13/93 0.000068285 1.000068285
12/12/93 0.000067932 1.000067932
12/11/93 0.000067932 1.000067932
</TABLE>
<PAGE> 33
<TABLE>
<S> <C> <C>
12/10/93 0.000067932 1.000067932
12/9/93 0.000067932 1.000067932
12/8/93 0.000067103 1.000067103
12/7/93 0.000067811 1.000067811
12/6/93 0.000067870 1.000067870
12/5/93 0.000067386 1.000067386
12/4/93 0.000067386 1.000067386
12/3/93 0.000067386 1.000067386
12/2/93 0.000070038 1.000070038
12/1/93 0.000067414 1.000067414
11/30/93 0.000068014 1.000068014
11/29/93 0.000067510 1.000067510
11/28/93 0.000066966 1.000066966
11/27/93 0.000066966 1.000066966
11/26/93 0.000066966 1.000066966
11/25/93 0.000071046 1.000071046
11/24/93 0.000071046 1.000071046
11/23/93 0.000067496 1.000067496
11/22/93 0.000067091 1.000067091
11/21/93 0.000066987 1.000066987
11/20/93 0.000066987 1.000066987
11/19/93 0.000066987 1.000066987
11/18/93 0.000066776 1.000066776
11/17/93 0.000066424 1.000066424
11/16/93 0.000067818 1.000067818
11/15/93 0.000067374 1.000067374
11/14/93 0.000066431 1.000066431
11/13/93 0.000066431 1.000066431
11/12/93 0.000066431 1.000066431
11/11/93 0.000066752 1.000066752
11/10/93 0.000066799 1.000066799
11/9/93 0.000066884 1.000066884
11/8/93 0.000066340 1.000066340
11/7/93 0.000066008 1.000066008
11/6/93 0.000066008 1.000066008
11/5/93 0.000066008 1.000066008
11/4/93 0.000066110 1.000066110
11/3/93 0.000066169 1.000066169
11/2/93 0.000066609 1.000066609
11/1/93 0.000068354 1.000068354
10/31/93 0.000065303 1.000065303
10/30/93 0.000065303 1.000065303
10/29/93 0.000065303 1.000065303
10/28/93 0.000066254 1.000066254
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<PAGE> 34
<TABLE>
<S> <C> <C>
10/27/93 0.000063595 1.000063595
10/26/93 0.000066166 1.000066166
10/25/93 0.000066075 1.000066075
10/24/93 0.000065512 1.000065512
10/23/93 0.000065512 1.000065512
10/22/93 0.000065512 1.000065512
10/21/93 0.000065182 1.000065182
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10/19/93 0.000065837 1.000065837
10/18/93 0.000066195 1.000066195
10/17/93 0.000065253 1.000065253
10/16/93 0.000065253 1.000065253
10/15/93 0.000065253 1.000065253
10/14/93 0.000069128 1.000069128
10/13/93 0.000066340 1.000066340
10/12/93 0.000066248 1.000066248
10/11/93 0.000064752 1.000064752
10/10/93 0.000064695 1.000064695
10/9/93 0.000064695 1.000064695
10/8/93 0.000064695 1.000064695
10/7/93 0.000064981 1.000064981
10/6/93 0.000064707 1.000064707
10/5/93 0.000065531 1.000065531
10/4/93 0.000065343 1.000065343
10/3/93 0.000067335 1.000067335
10/2/93 0.000067335 1.000067335
10/1/93 0.000067335 1.000067335
9/30/93 0.000067320 1.000067320
9/29/93 0.000067382 1.000067382
9/28/93 0.000066284 1.000066284
9/27/93 0.000065681 1.000065681
9/26/93 0.000062199 1.000062199
9/25/93 0.000062199 1.000062199
9/24/93 0.000062199 1.000062199
9/23/93 0.000062673 1.000062673
9/22/93 0.000064117 1.000064117
9/21/93 0.000063411 1.000063411
9/20/93 0.000062817 1.000062817
9/19/93 0.000062691 1.000062691
9/18/93 0.000062691 1.000062691
9/17/93 0.000062691 1.000062691
9/16/93 0.000063407 1.000063407
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<PAGE> 35
<TABLE>
<S> <C> <C>
9/13/93 0.000063450 1.000063450
9/12/93 0.000063119 1.000063119
9/11/93 0.000063119 1.000063119
9/10/93 0.000063119 1.000063119
9/9/93 0.000063740 1.000063740
9/8/93 0.000069975 1.000069975
9/7/93 0.000063883 1.000063883
9/6/93 0.000063875 1.000063875
9/5/93 0.000063875 1.000063875
9/4/93 0.000063875 1.000063875
9/3/93 0.000063875 1.000063875
9/2/93 0.000064107 1.000064107
9/1/93 0.000064608 1.000064608
8/31/93 0.000064071 1.000064071
8/30/93 0.000064711 1.000064711
8/29/93 0.000063726 1.000063726
8/28/93 0.000063726 1.000063726
8/27/93 0.000063726 1.000063726
8/26/93 0.000063335 1.000063335
8/25/93 0.000064529 1.000064529
8/24/93 0.000064031 1.000064031
8/23/93 0.000063620 1.000063620
8/22/93 0.000063374 1.000063374
8/21/93 0.000063374 1.000063374
8/20/93 0.000063374 1.000063374
8/19/93 0.000063616 1.000063616
8/18/93 0.000064641 1.000064641
8/17/93 0.000064713 1.000064713
8/16/93 0.000065054 1.000065054
8/15/93 0.000064885 1.000064885
8/14/93 0.000064885 1.000064885
8/13/93 0.000064885 1.000064885
8/12/93 0.000064882 1.000064882
8/11/93 0.000064739 1.000064739
8/10/93 0.000065061 1.000065061
8/9/93 0.000065447 1.000065447
8/8/93 0.000065494 1.000065494
8/7/93 0.000065494 1.000065494
8/6/93 0.000065494 1.000065494
8/5/93 0.000065525 1.000065525
8/4/93 0.000066126 1.000066126
8/3/93 0.000081893 1.000081893
8/2/93 0.000066666 1.000066666
8/1/93 0.000065191 1.000065191
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<PAGE> 36
<TABLE>
<S> <C> <C>
7/31/93 0.000065191 1.000065191
7/30/93 0.000065191 1.000065191
7/29/93 0.000065596 1.000065596
7/28/93 0.000065624 1.000065624
7/27/93 0.000065405 1.000065405
7/26/93 0.000065675 1.000065675
7/25/93 0.000065016 1.000065016
7/24/93 0.000065016 1.000065016
7/23/93 0.000065016 1.000065016
7/22/93 0.000065351 1.000065351
7/21/93 0.000066621 1.000066621
7/20/93 0.000065718 1.000065718
7/19/93 0.000065395 1.000065395
7/18/93 0.000065266 1.000065266
7/17/93 0.000065266 1.000065266
7/16/93 0.000065266 1.000065266
7/15/93 0.000065369 1.000065369
7/14/93 0.000065218 1.000065218
7/13/93 0.000065233 1.000065233
7/12/93 0.000065404 1.000065404
7/11/93 0.000065120 1.000065120
7/10/93 0.000065120 1.000065120
7/9/93 0.000065120 1.000065120
7/8/93 0.000065764 1.000065764
7/7/93 0.000066593 1.000066593
7/6/93 0.000065601 1.000065601
7/5/93 0.000066738 1.000066738
7/4/93 0.000066738 1.000066738
7/3/93 0.000066738 1.000066738
7/2/93 0.000066738 1.000066738
7/1/93 0.000066315 1.000066315
6/30/93 0.000066007 1.000066007
6/29/93 0.000065381 1.000065381
6/28/93 0.000072427 1.000072427
6/27/93 0.000066948 1.000066948
6/26/93 0.000066948 1.000066948
6/25/93 0.000066948 1.000066948
6/24/93 0.000071449 1.000071449
6/23/93 0.000065611 1.000065611
6/22/93 0.000064809 1.000064809
6/21/93 0.000065446 1.000065446
6/20/93 0.000065145 1.000065145
6/19/93 0.000065145 1.000065145
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<PAGE> 37
<TABLE>
<S> <C> <C>
6/17/93 0.000066027 1.000066027
6/16/93 0.000065582 1.000065582
6/15/93 0.000065612 1.000065612
6/14/93 0.000065328 1.000065328
6/13/93 0.000065428 1.000065428
6/12/93 0.000065428 1.000065428
6/11/93 0.000065428 1.000065428
6/10/93 0.000065464 1.000065464
6/9/93 0.000065099 1.000065099
6/8/93 0.000065732 1.000065732
6/7/93 0.000066007 1.000066007
6/6/93 0.000065573 1.000065573
6/5/93 0.000065573 1.000065573
6/4/93 0.000065573 1.000065573
6/3/93 0.000065657 1.000065657
6/2/93 0.000066178 1.000066178
6/1/93 0.000066269 1.000066269
5/31/93 0.000063666 1.000063666
5/30/93 0.000063666 1.000063666
5/29/93 0.000063666 1.000063666
5/28/93 0.000063666 1.000063666
5/27/93 0.000069091 1.000069091
5/26/93 0.000070623 1.000070623
5/25/93 0.000066023 1.000066023
5/24/93 0.000065882 1.000065882
5/23/93 0.000065225 1.000065225
5/22/93 0.000065225 1.000065225
5/21/93 0.000065225 1.000065225
5/20/93 0.000065503 1.000065503
5/19/93 0.000065710 1.000065710
5/18/93 0.000064904 1.000064904
5/17/93 0.000066209 1.000066209
5/16/93 0.000065926 1.000065926
5/15/93 0.000065926 1.000065926
5/14/93 0.000065926 1.000065926
5/13/93 0.000066112 1.000066112
5/12/93 0.000066190 1.000066190
5/11/93 0.000066245 1.000066245
5/10/93 0.000066239 1.000066239
5/9/93 0.000065752 1.000065752
5/8/93 0.000065752 1.000065752
5/7/93 0.000065752 1.000065752
5/6/93 0.000065983 1.000065983
5/5/93 0.000066086 1.000066086
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<PAGE> 38
<TABLE>
<S> <C> <C>
5/4/93 0.000066350 1.000066350
5/3/93 0.000066393 1.000066393
5/2/93 0.000066216 1.000066216
5/1/93 0.000066216 1.000066216
4/30/93 0.000066216 1.000066216
4/29/93 0.000068933 1.000068933
4/28/93 0.000067429 1.000067429
4/27/93 0.000068396 1.000068396
4/26/93 0.000067056 1.000067056
4/25/93 0.000066610 1.000066610
4/24/93 0.000066610 1.000066610
4/23/93 0.000066610 1.000066610
4/22/93 0.000066909 1.000066909
4/21/93 0.000066842 1.000066842
4/20/93 0.000066826 1.000066826
4/19/93 0.000067259 1.000067259
4/18/93 0.000067033 1.000067033
4/17/93 0.000067033 1.000067033
4/16/93 0.000067033 1.000067033
4/15/93 0.000067324 1.000067324
4/14/93 0.000067480 1.000067480
4/13/93 0.000067350 1.000067350
4/12/93 0.000067659 1.000067659
4/11/93 0.000067585 1.000067585
4/10/93 0.000067585 1.000067585
4/9/93 0.000067585 1.000067585
4/8/93 0.000067585 1.000067585
4/7/93 0.000067571 1.000067571
4/6/93 0.000067592 1.000067592
4/5/93 0.000067802 1.000067802
4/4/93 0.000067967 1.000067967
4/3/93 0.000067967 1.000067967
4/2/93 0.000067967 1.000067967
4/1/93 0.000068012 1.000068012
3/31/93 0.000068544 1.000068544
3/30/93 0.000074582 1.000074582
3/29/93 0.000075631 1.000075631
3/28/93 0.000068623 1.000068623
3/27/93 0.000068623 1.000068623
3/26/93 0.000068623 1.000068623
3/25/93 0.000069099 1.000069099
3/24/93 0.000068803 1.000068803
3/23/93 0.000068991 1.000068991
3/22/93 0.000068705 1.000068705
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<PAGE> 39
<TABLE>
<S> <C> <C>
3/21/93 0.000068733 1.000068733
3/20/93 0.000068733 1.000068733
3/19/93 0.000068733 1.000068733
3/18/93 0.000069163 1.000069163
3/17/93 0.000069152 1.000069152
3/16/93 0.000069202 1.000069202
3/15/93 0.000069400 1.000069400
3/14/93 0.000068921 1.000068921
3/13/93 0.000068921 1.000068921
3/12/93 0.000068921 1.000068921
3/11/93 0.000068904 1.000068904
3/10/93 0.000069502 1.000069502
3/9/93 0.000069642 1.000069642
3/8/93 0.000069918 1.000069918
3/7/93 0.000069474 1.000069474
3/6/93 0.000069474 1.000069474
3/5/93 0.000069474 1.000069474
3/4/93 0.000069738 1.000069738
3/3/93 0.000070188 1.000070188
3/2/93 0.000070289 1.000070289
3/1/93 0.000070379 1.000070379
2/28/93 0.000069882 1.000069882
2/27/93 0.000069882 1.000069882
2/26/93 0.000069882 1.000069882
2/25/93 0.000069945 1.000069945
2/24/93 0.000070212 1.000070212
2/23/93 0.000070215 1.000070215
2/22/93 0.000070160 1.000070160
2/21/93 0.000070112 1.000070112
2/20/93 0.000070112 1.000070112
2/19/93 0.000070112 1.000070112
2/18/93 0.000070505 1.000070505
2/17/93 0.000072066 1.000072066
2/16/93 0.000071414 1.000071414
2/15/93 0.000070345 1.000070345
2/14/93 0.000070345 1.000070345
2/13/93 0.000070345 1.000070345
2/12/93 0.000070345 1.000070345
2/11/93 0.000070625 1.000070625
2/10/93 0.000071005 1.000071005
2/9/93 0.000070848 1.000070848
2/8/93 0.000071073 1.000071073
2/7/93 0.000070966 1.000070966
2/6/93 0.000070966 1.000070966
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<PAGE> 40
<TABLE>
<S> <C> <C>
2/5/93 0.000070966 1.000070966
2/4/93 0.000071590 1.000071590
2/3/93 0.000072673 1.000072673
2/2/93 0.000072189 1.000072189
2/1/93 0.000072000 1.000072000
1/31/93 0.000072417 1.000072417
1/30/93 0.000072417 1.000072417
1/29/93 0.000072417 1.000072417
1/28/93 0.000072894 1.000072894
1/27/93 0.000073264 1.000073264
1/26/93 0.000073470 1.000073470
1/25/93 0.000073565 1.000073565
1/24/93 0.000073728 1.000073728
1/23/93 0.000073728 1.000073728
1/22/93 0.000073728 1.000073728
1/21/93 0.000074733 1.000074733
1/20/93 0.000075599 1.000075599
1/19/93 0.000074995 1.000074995
1/18/93 0.000074166 1.000074166
1/17/93 0.000074968 1.000074968
1/16/93 0.000074968 1.000074968
1/15/93 0.000074968 1.000074968
1/14/93 0.000075757 1.000075757
1/13/93 0.000075407 1.000075407
1/12/93 0.000076043 1.000076043
1/11/93 0.000076164 1.000076164
1/10/93 0.000076107 1.000076107
1/9/93 0.000076107 1.000076107
1/8/93 0.000076107 1.000076107
1/7/93 0.000076920 1.000076920
1/6/93 0.000077441 1.000077441
1/5/93 0.000077516 1.000077516
1/4/93 0.000077004 1.000077004
1/3/93 0.000077547 1.000077547
1/2/93 0.000077547 1.000077547
1/1/93 0.000077547 1.000077547
12/31/92 0.000077940 1.000077940
12/30/92 0.000077046 1.000077046
12/29/92 0.000077388 1.000077388
12/28/92 0.000077112 1.000077112
12/27/92 0.000076545 1.000076545
12/26/92 0.000076545 1.000076545
12/25/92 0.000076545 1.000076545
12/24/92 0.000076545 1.000076545
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<PAGE> 41
<TABLE>
<S> <C> <C>
12/23/92 0.000076908 1.000076908
12/22/92 0.000076768 1.000076768
12/21/92 0.000076583 1.000076583
12/20/92 0.000076179 1.000076179
12/19/92 0.000076179 1.000076179
12/18/92 0.000076179 1.000076179
12/17/92 0.000076589 1.000076589
12/16/92 0.000076254 1.000076254
12/15/92 0.000076294 1.000076294
12/14/92 0.000075670 1.000075670
12/13/92 0.000075432 1.000075432
12/12/92 0.000075432 1.000075432
12/11/92 0.000075432 1.000075432
12/10/92 0.000075489 1.000075489
12/9/92 0.000075122 1.000075122
12/8/92 0.000074631 1.000074631
12/7/92 0.000074693 1.000074693
12/6/92 0.000074465 1.000074465
12/5/92 0.000074465 1.000074465
12/4/92 0.000074465 1.000074465
12/3/92 0.000074471 1.000074471
12/2/92 0.000074014 1.000074014
12/1/92 0.000079392 1.000079392
11/30/92 0.000079233 1.000079233
11/29/92 0.000073087 1.000073087
11/28/92 0.000073087 1.000073087
11/27/92 0.000073087 1.000073087
11/26/92 0.000073096 1.000073096
11/25/92 0.000073096 1.000073096
11/24/92 0.000073199 1.000073199
11/23/92 0.000073258 1.000073258
11/22/92 0.000072262 1.000072262
11/21/92 0.000072262 1.000072262
11/20/92 0.000072262 1.000072262
11/19/92 0.000072229 1.000072229
11/18/92 0.000072328 1.000072328
11/17/92 0.000072395 1.000072395
11/16/92 0.000071736 1.000071736
11/15/92 0.000071129 1.000071129
11/14/92 0.000071129 1.000071129
11/13/92 0.000071129 1.000071129
11/12/92 0.000072033 1.000072033
11/11/92 0.000071813 1.000071813
11/10/92 0.000071957 1.000071957
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<TABLE>
<S> <C> <C>
11/9/92 0.000071943 1.000071943
11/8/92 0.000071236 1.000071236
11/7/92 0.000071236 1.000071236
11/6/92 0.000071236 1.000071236
11/5/92 0.000074886 1.000074886
11/4/92 0.000072498 1.000072498
11/3/92 0.000070945 1.000070945
11/2/92 0.000072827 1.000072827
11/1/92 0.000070416 1.000070416
10/31/92 0.000070416 1.000070416
10/30/92 0.000070416 1.000070416
10/29/92 0.000071827 1.000071827
10/28/92 0.000071590 1.000071590
10/27/92 0.000071648 1.000071648
10/26/92 0.000071730 1.000071730
10/25/92 0.000071191 1.000071191
10/24/92 0.000071191 1.000071191
10/23/92 0.000071191 1.000071191
10/22/92 0.000071314 1.000071314
10/21/92 0.000071172 1.000071172
10/20/92 0.000071484 1.000071484
10/19/92 0.000071107 1.000071107
10/18/92 0.000071415 1.000071415
10/17/92 0.000071415 1.000071415
10/16/92 0.000071415 1.000071415
10/15/92 0.000071862 1.000071862
10/14/92 0.000073177 1.000073177
10/13/92 0.000071922 1.000071922
10/12/92 0.000070445 1.000070445
10/11/92 0.000070548 1.000070548
10/10/92 0.000070548 1.000070548
10/9/92 0.000070548 1.000070548
10/8/92 0.000071094 1.000071094
10/7/92 0.000071195 1.000071195
10/6/92 0.000071423 1.000071423
10/5/92 0.000071163 1.000071163
10/4/92 0.000070877 1.000070877
10/3/92 0.000070877 1.000070877
10/2/92 0.000070877 1.000070877
10/1/92 0.000072018 1.000072018
9/30/92 0.000078757 1.000078757
9/29/92 0.000073201 1.000073201
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<TABLE>
<S> <C> <C>
9/26/92 0.000072044 1.000072044
9/25/92 0.000072044 1.000072044
9/24/92 0.000072832 1.000072832
9/23/92 0.000072505 1.000072505
9/22/92 0.000072665 1.000072665
9/21/92 0.000072523 1.000072523
9/20/92 0.000073129 1.000073129
9/19/92 0.000073129 1.000073129
9/18/92 0.000073129 1.000073129
9/17/92 0.000073290 1.000073290
9/16/92 0.000073783 1.000073783
9/15/92 0.000074016 1.000074016
9/14/92 0.000074389 1.000074389
9/13/92 0.000073272 1.000073272
9/12/92 0.000073272 1.000073272
9/11/92 0.000073272 1.000073272
9/10/92 0.000074232 1.000074232
9/9/92 0.000074742 1.000074742
9/8/92 0.000074588 1.000074588
9/7/92 0.000076951 1.000076951
9/6/92 0.000076951 1.000076951
9/5/92 0.000076951 1.000076951
9/4/92 0.000076951 1.000076951
9/3/92 0.000077486 1.000077486
9/2/92 0.000077774 1.000077774
9/1/92 0.000077400 1.000077400
8/31/92 0.000077170 1.000077170
8/30/92 0.000078083 1.000078083
8/29/92 0.000078083 1.000078083
8/28/92 0.000078083 1.000078083
8/27/92 0.000078180 1.000078180
8/26/92 0.000084631 1.000084631
8/25/92 0.000078725 1.000078725
8/24/92 0.000078677 1.000078677
8/23/92 0.000078725 1.000078725
8/22/92 0.000078725 1.000078725
8/21/92 0.000078725 1.000078725
8/20/92 0.000079175 1.000079175
8/19/92 0.000079678 1.000079678
8/18/92 0.000080308 1.000080308
8/17/92 0.000079876 1.000079876
8/16/92 0.000079805 1.000079805
8/15/92 0.000079805 1.000079805
8/14/92 0.000079805 1.000079805
</TABLE>
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<TABLE>
<S> <C> <C>
8/13/92 0.000081653 1.000081653
8/12/92 0.000081720 1.000081720
8/11/92 0.000081873 1.000081873
8/10/92 0.000081872 1.000081872
8/9/92 0.000082233 1.000082233
8/8/92 0.000082233 1.000082233
8/7/92 0.000082233 1.000082233
8/6/92 0.000082332 1.000082332
8/5/92 0.000082605 1.000082605
8/4/92 0.000082791 1.000082791
8/3/92 0.000083228 1.000083228
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7/31/92 0.000083228 1.000083228
7/30/92 0.000083945 1.000083945
7/29/92 0.000084427 1.000084427
7/28/92 0.000085007 1.000085007
7/27/92 0.000084420 1.000084420
7/26/92 0.000085287 1.000085287
7/25/92 0.000085287 1.000085287
7/24/92 0.000085287 1.000085287
7/23/92 0.000084974 1.000084974
7/22/92 0.000085868 1.000085868
7/21/92 0.000085942 1.000085942
7/20/92 0.000086090 1.000086090
7/19/92 0.000086157 1.000086157
7/18/92 0.000086157 1.000086157
7/17/92 0.000086157 1.000086157
7/16/92 0.000086689 1.000086689
7/15/92 0.000087199 1.000087199
7/14/92 0.000088800 1.000088800
7/13/92 0.000089081 1.000089081
7/12/92 0.000089376 1.000089376
7/11/92 0.000089376 1.000089376
7/10/92 0.000089376 1.000089376
7/9/92 0.000090201 1.000090201
7/8/92 0.000091584 1.000091584
7/7/92 0.000090863 1.000090863
7/6/92 0.000091297 1.000091297
7/5/92 0.000092505 1.000092505
7/4/92 0.000092505 1.000092505
7/3/92 0.000092505 1.000092505
7/2/92 0.000092505 1.000092505
7/1/92 0.000099170 1.000099170
</TABLE>
<PAGE> 45
<TABLE>
<S> <C> <C>
6/30/92 0.000094074 1.000094074
6/29/92 0.000094608 1.000094608
6/28/92 0.000093843 1.000093843
6/27/92 0.000093843 1.000093843
6/26/92 0.000093843 1.000093843
6/25/92 0.000093997 1.000093997
6/24/92 0.000093961 1.000093961
6/23/92 0.000094119 1.000094119
6/22/92 0.000094885 1.000094885
6/21/92 0.000093758 1.000093758
6/20/92 0.000093758 1.000093758
6/19/92 0.000093758 1.000093758
6/18/92 0.000093908 1.000093908
6/17/92 0.000093869 1.000093869
6/16/92 0.000093965 1.000093965
6/15/92 0.000093721 1.000093721
6/14/92 0.000093626 1.000093626
6/13/92 0.000093626 1.000093626
6/12/92 0.000093626 1.000093626
6/11/92 0.000093471 1.000093471
6/10/92 0.000093500 1.000093500
6/9/92 0.000093366 1.000093366
6/8/92 0.000093438 1.000093438
6/7/92 0.000093357 1.000093357
6/6/92 0.000093357 1.000093357
6/5/92 0.000093357 1.000093357
6/4/92 0.000093453 1.000093453
6/3/92 0.000093620 1.000093620
6/2/92 0.000098855 1.000098855
6/1/92 0.000093504 1.000093504
5/31/92 0.000093487 1.000093487
5/30/92 0.000093487 1.000093487
5/29/92 0.000093487 1.000093487
5/28/92 0.000094480 1.000094480
5/27/92 0.000095227 1.000095227
5/26/92 0.000094455 1.000094455
5/25/92 0.000094559 1.000094559
5/24/92 0.000094559 1.000094559
5/23/92 0.000094559 1.000094559
5/22/92 0.000094559 1.000094559
5/21/92 0.000094273 1.000094273
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5/18/92 0.000094897 1.000094897
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<PAGE> 46
<TABLE>
<S> <C> <C>
5/17/92 0.000094891 1.000094891
5/16/92 0.000094891 1.000094891
5/15/92 0.000094891 1.000094891
5/14/92 0.000101655 1.000101655
5/13/92 0.000095787 1.000095787
5/12/92 0.000096308 1.000096308
5/11/92 0.000096542 1.000096542
5/10/92 0.000095788 1.000095788
5/9/92 0.000095788 1.000095788
5/8/92 0.000095788 1.000095788
5/7/92 0.000095921 1.000095921
5/6/92 0.000096781 1.000096781
5/5/92 0.000097061 1.000097061
5/4/92 0.000097319 1.000097319
5/3/92 0.000097127 1.000097127
5/2/92 0.000097127 1.000097127
5/1/92 0.000097127 1.000097127
4/30/92 0.000097549 1.000097549
4/29/92 0.000097565 1.000097565
4/28/92 0.000097842 1.000097842
4/27/92 0.000097181 1.000097181
4/26/92 0.000095844 1.000095844
4/25/92 0.000095844 1.000095844
4/24/92 0.000095844 1.000095844
4/23/92 0.000096231 1.000096231
4/22/92 0.000097445 1.000097445
4/21/92 0.000104348 1.000104348
4/20/92 0.000098367 1.000098367
4/19/92 0.000098732 1.000098732
4/18/92 0.000098732 1.000098732
4/17/92 0.000098732 1.000098732
4/16/92 0.000098732 1.000098732
4/15/92 0.000101661 1.000101661
4/14/92 0.000100934 1.000100934
4/13/92 0.000100396 1.000100396
4/12/92 0.000100198 1.000100198
4/11/92 0.000100198 1.000100198
4/10/92 0.000100198 1.000100198
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4/7/92 0.000103507 1.000103507
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<PAGE> 47
<TABLE>
<S> <C> <C>
4/3/92 0.000105406 1.000105406
4/2/92 0.000105337 1.000105337
4/1/92 0.000110916 1.000110916
3/31/92 0.000103931 1.000103931
3/30/92 0.000104928 1.000104928
3/29/92 0.000103535 1.000103535
3/28/92 0.000103535 1.000103535
3/27/92 0.000103535 1.000103535
3/26/92 0.000104442 1.000104442
3/25/92 0.000102255 1.000102255
3/24/92 0.000102645 1.000102645
3/23/92 0.000104698 1.000104698
3/22/92 0.000104464 1.000104464
3/21/92 0.000104464 1.000104464
3/20/92 0.000104464 1.000104464
3/19/92 0.000105426 1.000105426
3/18/92 0.000105118 1.000105118
3/17/92 0.000106384 1.000106384
3/16/92 0.000104551 1.000104551
3/15/92 0.000102510 1.000102510
3/14/92 0.000102510 1.000102510
3/13/92 0.000102510 1.000102510
3/12/92 0.000102538 1.000102538
3/11/92 0.000102599 1.000102599
3/10/92 0.000103315 1.000103315
3/9/92 0.000105343 1.000105343
3/8/92 0.000104601 1.000104601
3/7/92 0.000104601 1.000104601
3/6/92 0.000104601 1.000104601
3/5/92 0.000105099 1.000105099
3/4/92 0.000106322 1.000106322
3/3/92 0.000110384 1.000110384
3/2/92 0.000108863 1.000108863
3/1/92 0.000104159 1.000104159
2/29/92 0.000104159 1.000104159
2/28/92 0.000104159 1.000104159
2/27/92 0.000103392 1.000103392
2/26/92 0.000104359 1.000104359
2/25/92 0.000104286 1.000104286
2/24/92 0.000104446 1.000104446
2/23/92 0.000103883 1.000103883
2/22/92 0.000103883 1.000103883
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<PAGE> 48
<TABLE>
<S> <C> <C>
2/19/92 0.000121022 1.000121022
2/18/92 0.000110445 1.000110445
2/17/92 0.000102603 1.000102603
2/16/92 0.000102603 1.000102603
2/15/92 0.000102603 1.000102603
2/14/92 0.000102603 1.000102603
2/13/92 0.000104871 1.000104871
2/12/92 0.000106767 1.000106767
2/11/92 0.000106812 1.000106812
2/10/92 0.000107449 1.000107449
2/9/92 0.000107343 1.000107343
2/8/92 0.000107343 1.000107343
2/7/92 0.000107343 1.000107343
2/6/92 0.000108478 1.000108478
2/5/92 0.000108531 1.000108531
2/4/92 0.000111267 1.000111267
2/3/92 0.000108071 1.000108071
2/2/92 0.000109952 1.000109952
2/1/92 0.000109952 1.000109952
1/31/92 0.000109952 1.000109952
1/30/92 0.000108235 1.000108235
1/29/92 0.000108429 1.000108429
1/28/92 0.000109398 1.000109398
1/27/92 0.000109040 1.000109040
1/26/92 0.000108679 1.000108679
1/25/92 0.000108679 1.000108679
1/24/92 0.000108679 1.000108679
1/23/92 0.000109751 1.000109751
1/22/92 0.000113422 1.000113422
1/21/92 0.000108345 1.000108345
1/20/92 0.000107587 1.000107587
1/19/92 0.000107802 1.000107802
1/18/92 0.000107802 1.000107802
1/17/92 0.000107802 1.000107802
1/16/92 0.000109872 1.000109872
1/15/92 0.000109744 1.000109744
1/14/92 0.000109302 1.000109302
1/13/92 0.000109227 1.000109227
1/12/92 0.000109238 1.000109238
1/11/92 0.000109238 1.000109238
1/10/92 0.000109238 1.000109238
1/9/92 0.000110603 1.000110603
1/8/92 0.000110247 1.000110247
1/7/92 0.000111596 1.000111596
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<PAGE> 49
<TABLE>
<S> <C> <C>
1/6/92 0.000115723 1.000115723
1/5/92 0.000117995 1.000117995
1/4/92 0.000117995 1.000117995
1/3/92 0.000117995 1.000117995
1/2/92 0.000121112 1.000121112
1/1/92 0.000125808 1.000125808
12/31/91 0.000126230 1.000126230
12/30/91 0.000124252 1.000124252
12/29/91 0.000121403 1.000121403
12/28/91 0.000121403 1.000121403
12/27/91 0.000121403 1.000121403
12/26/91 0.000119289 1.000119289
12/25/91 0.000119181 1.000119181
12/24/91 0.000119181 1.000119181
12/23/91 0.000114200 1.000114200
12/22/91 0.000118855 1.000118855
12/21/91 0.000118855 1.000118855
12/20/91 0.000118855 1.000118855
12/19/91 0.000117813 1.000117813
12/18/91 0.000117284 1.000117284
12/17/91 0.000116826 1.000116826
12/16/91 0.000117402 1.000117402
12/15/91 0.000117643 1.000117643
12/14/91 0.000117643 1.000117643
12/13/91 0.000117643 1.000117643
12/12/91 0.000118174 1.000118174
12/11/91 0.000117662 1.000117662
12/10/91 0.000117703 1.000117703
12/9/91 0.000119717 1.000119717
12/8/91 0.000121275 1.000121275
12/7/91 0.000121275 1.000121275
12/6/91 0.000121275 1.000121275
12/5/91 0.000121561 1.000121561
12/4/91 0.000123513 1.000123513
12/3/91 0.000124887 1.000124887
12/2/91 0.000127443 1.000127443
12/1/91 0.000122341 1.000122341
11/30/91 0.000122341 1.000122341
11/29/91 0.000122341 1.000122341
11/28/91 0.000122187 1.000122187
11/27/91 0.000122187 1.000122187
11/26/91 0.000124283 1.000124283
11/25/91 0.000123432 1.000123432
11/24/91 0.000122235 1.000122235
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<PAGE> 50
<TABLE>
<S> <C> <C>
11/23/91 0.000122235 1.000122235
11/22/91 0.000122235 1.000122235
11/21/91 0.000122823 1.000122823
11/20/91 0.000123458 1.000123458
11/19/91 0.000124649 1.000124649
11/18/91 0.000124860 1.000124860
11/17/91 0.000126645 1.000126645
11/16/91 0.000126645 1.000126645
11/15/91 0.000126645 1.000126645
11/14/91 0.000124613 1.000124613
11/13/91 0.000126975 1.000126975
11/12/91 0.000124813 1.000124813
11/11/91 0.000123806 1.000123806
11/10/91 0.000124149 1.000124149
11/9/91 0.000124149 1.000124149
11/8/91 0.000124149 1.000124149
11/7/91 0.000125375 1.000125375
11/6/91 0.000128153 1.000128153
11/5/91 0.000128152 1.000128152
11/4/91 0.000128033 1.000128033
11/3/91 0.000129900 1.000129900
11/2/91 0.000129900 1.000129900
11/1/91 0.000129900 1.000129900
10/31/91 0.000129195 1.000129195
10/30/91 0.000131469 1.000131469
10/29/91 0.000131935 1.000131935
10/28/91 0.000131876 1.000131876
10/27/91 0.000131171 1.000131171
10/26/91 0.000131171 1.000131171
10/25/91 0.000131171 1.000131171
10/24/91 0.000131122 1.000131122
10/23/91 0.000131854 1.000131854
10/22/91 0.000132053 1.000132053
10/21/91 0.000132030 1.000132030
10/20/91 0.000131917 1.000131917
10/19/91 0.000131917 1.000131917
10/18/91 0.000131917 1.000131917
10/17/91 0.000132255 1.000132255
10/16/91 0.000139419 1.000139419
10/15/91 0.000130766 1.000130766
10/14/91 0.000130478 1.000130478
10/13/91 0.000130637 1.000130637
10/12/91 0.000130637 1.000130637
10/11/91 0.000130637 1.000130637
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<PAGE> 51
<TABLE>
<S> <C> <C>
10/10/91 0.000131107 1.000131107
10/9/91 0.000131170 1.000131170
10/8/91 0.000131993 1.000131993
10/7/91 0.000132306 1.000132306
10/6/91 0.000132232 1.000132232
10/5/91 0.000132232 1.000132232
10/4/91 0.000132232 1.000132232
10/3/91 0.000134378 1.000134378
10/2/91 0.000135435 1.000135435
10/1/91 0.000137846 1.000137846
9/30/91 0.000137711 1.000137711
9/29/91 0.000134774 1.000134774
9/28/91 0.000134774 1.000134774
9/27/91 0.000134774 1.000134774
9/26/91 0.000135190 1.000135190
9/25/91 0.000134190 1.000134190
9/24/91 0.000134577 1.000134577
9/23/91 0.000133260 1.000133260
9/22/91 0.000133659 1.000133659
9/21/91 0.000133659 1.000133659
9/20/91 0.000133659 1.000133659
9/19/91 0.000134014 1.000134014
9/18/91 0.000142761 1.000142761
9/17/91 0.000136582 1.000136582
9/16/91 0.000134728 1.000134728
9/15/91 0.000135575 1.000135575
9/14/91 0.000135575 1.000135575
9/13/91 0.000135575 1.000135575
9/12/91 0.000137464 1.000137464
9/11/91 0.000137192 1.000137192
9/10/91 0.000138124 1.000138124
9/9/91 0.000138102 1.000138102
9/8/91 0.000137222 1.000137222
9/7/91 0.000137222 1.000137222
9/6/91 0.000137222 1.000137222
9/5/91 0.000138299 1.000138299
9/4/91 0.000142236 1.000142236
9/3/91 0.000140748 1.000140748
9/2/91 0.000135817 1.000135817
9/1/91 0.000135817 1.000135817
8/31/91 0.000135817 1.000135817
8/30/91 0.000135817 1.000135817
8/29/91 0.000137433 1.000137433
8/28/91 0.000139185 1.000139185
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<PAGE> 52
<TABLE>
<S> <C> <C>
8/27/91 0.000138776 1.000138776
8/26/91 0.000139082 1.000139082
8/25/91 0.000138723 1.000138723
8/24/91 0.000138723 1.000138723
8/23/91 0.000138723 1.000138723
8/22/91 0.000139525 1.000139525
8/21/91 0.000139520 1.000139520
8/20/91 0.000138595 1.000138595
8/19/91 0.000137862 1.000137862
8/18/91 0.000139606 1.000139606
8/17/91 0.000139606 1.000139606
8/16/91 0.000139606 1.000139606
8/15/91 0.000140357 1.000140357
8/14/91 0.000139732 1.000139732
8/13/91 0.000139698 1.000139698
8/12/91 0.000139670 1.000139670
8/11/91 0.000140267 1.000140267
8/10/91 0.000140267 1.000140267
8/9/91 0.000140267 1.000140267
8/8/91 0.000139891 1.000139891
8/7/91 0.000140717 1.000140717
8/6/91 0.000144405 1.000144405
8/5/91 0.000143516 1.000143516
8/4/91 0.000143809 1.000143809
8/3/91 0.000143809 1.000143809
8/2/91 0.000143809 1.000143809
8/1/91 0.000146999 1.000146999
7/31/91 0.000143836 1.000143836
7/30/91 0.000144549 1.000144549
7/29/91 0.000145279 1.000145279
7/28/91 0.000145027 1.000145027
7/27/91 0.000145027 1.000145027
7/26/91 0.000145027 1.000145027
7/25/91 0.000145239 1.000145239
7/24/91 0.000144972 1.000144972
7/23/91 0.000145452 1.000145452
7/22/91 0.000145308 1.000145308
7/21/91 0.000145557 1.000145557
7/20/91 0.000145557 1.000145557
7/19/91 0.000145557 1.000145557
7/18/91 0.000146245 1.000146245
7/17/91 0.000146637 1.000146637
7/16/91 0.000145942 1.000145942
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<PAGE> 53
<TABLE>
<S> <C> <C>
7/14/91 0.000147411 1.000147411
7/13/91 0.000147411 1.000147411
7/12/91 0.000147411 1.000147411
7/11/91 0.000146660 1.000146660
7/10/91 0.000150078 1.000150078
7/9/91 0.000147068 1.000147068
7/8/91 0.000146297 1.000146297
7/7/91 0.000146582 1.000146582
7/6/91 0.000146582 1.000146582
7/5/91 0.000146582 1.000146582
7/4/91 0.000147106 1.000147106
7/3/91 0.000147106 1.000147106
7/2/91 0.000150602 1.000150602
7/1/91 0.000148028 1.000148028
6/30/91 0.000147551 1.000147551
6/29/91 0.000147551 1.000147551
6/28/91 0.000147551 1.000147551
6/27/91 0.000146748 1.000146748
6/26/91 0.000150554 1.000150554
6/25/91 0.000147703 1.000147703
6/24/91 0.000147011 1.000147011
6/23/91 0.000146961 1.000146961
6/22/91 0.000146961 1.000146961
6/21/91 0.000146961 1.000146961
6/20/91 0.000146827 1.000146827
6/19/91 0.000146777 1.000146777
6/18/91 0.000147183 1.000147183
6/17/91 0.000146977 1.000146977
6/16/91 0.000146797 1.000146797
6/15/91 0.000146797 1.000146797
6/14/91 0.000146797 1.000146797
6/13/91 0.000147664 1.000147664
6/12/91 0.000148238 1.000148238
6/11/91 0.000146283 1.000146283
6/10/91 0.000148940 1.000148940
6/9/91 0.000147607 1.000147607
6/8/91 0.000147607 1.000147607
6/7/91 0.000147607 1.000147607
6/6/91 0.000147381 1.000147381
6/5/91 0.000147507 1.000147507
6/4/91 0.000147639 1.000147639
6/3/91 0.000146716 1.000146716
6/2/91 0.000146868 1.000146868
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<PAGE> 54
<TABLE>
<S> <C> <C>
5/31/91 0.000146868 1.000146868
5/30/91 0.000147507 1.000147507
5/29/91 0.000154873 1.000154873
5/28/91 0.000147491 1.000147491
5/27/91 0.000147574 1.000147574
5/26/91 0.000147574 1.000147574
5/25/91 0.000147574 1.000147574
5/24/91 0.000147574 1.000147574
5/23/91 0.000147132 1.000147132
5/22/91 0.000147962 1.000147962
5/21/91 0.000148347 1.000148347
5/20/91 0.000148197 1.000148197
5/19/91 0.000148006 1.000148006
5/18/91 0.000148006 1.000148006
5/17/91 0.000148006 1.000148006
5/16/91 0.000148587 1.000148587
5/15/91 0.000152605 1.000152605
5/14/91 0.000149331 1.000149331
5/13/91 0.000148466 1.000148466
5/12/91 0.000148241 1.000148241
5/11/91 0.000148241 1.000148241
5/10/91 0.000148241 1.000148241
5/9/91 0.000148784 1.000148784
5/8/91 0.000150679 1.000150679
5/7/91 0.000150699 1.000150699
5/6/91 0.000150315 1.000150315
5/5/91 0.000150674 1.000150674
5/4/91 0.000150674 1.000150674
5/3/91 0.000150674 1.000150674
5/2/91 0.000151515 1.000151515
5/1/91 0.000154926 1.000154926
4/30/91 0.000153730 1.000153730
4/29/91 0.000153139 1.000153139
4/28/91 0.000152621 1.000152621
4/27/91 0.000152621 1.000152621
4/26/91 0.000152621 1.000152621
4/25/91 0.000152502 1.000152502
4/24/91 0.000154069 1.000154069
4/23/91 0.000154413 1.000154413
4/22/91 0.000155899 1.000155899
4/21/91 0.000154539 1.000154539
4/20/91 0.000154539 1.000154539
4/19/91 0.000154539 1.000154539
4/18/91 0.000154350 1.000154350
</TABLE>
<PAGE> 55
<TABLE>
<S> <C> <C>
4/17/91 0.000157783 1.000157783
4/16/91 0.000156383 1.000156383
4/15/91 0.000150719 1.000150719
4/14/91 0.000152423 1.000152423
4/13/91 0.000152423 1.000152423
4/12/91 0.000152423 1.000152423
4/11/91 0.000154326 1.000154326
4/10/91 0.000153323 1.000153323
4/9/91 0.000153702 1.000153702
4/8/91 0.000156326 1.000156326
4/7/91 0.000157094 1.000157094
4/6/91 0.000157094 1.000157094
4/5/91 0.000157094 1.000157094
4/4/91 0.000160082 1.000160082
4/3/91 0.000164771 1.000164771
4/2/91 0.000162119 1.000162119
4/1/91 0.000157650 1.000157650
3/31/91 0.000158117 1.000158117
3/30/91 0.000158117 1.000158117
3/29/91 0.000158117 1.000158117
3/28/91 0.000158117 1.000158117
3/27/91 0.000161027 1.000161027
3/26/91 0.000160401 1.000160401
3/25/91 0.000158741 1.000158741
3/24/91 0.000159165 1.000159165
3/23/91 0.000159165 1.000159165
3/22/91 0.000159165 1.000159165
3/21/91 0.000159846 1.000159846
3/20/91 0.000163466 1.000163466
3/19/91 0.000158640 1.000158640
3/18/91 0.000158005 1.000158005
3/17/91 0.000158419 1.000158419
3/16/91 0.000158419 1.000158419
3/15/91 0.000158419 1.000158419
3/14/91 0.000158038 1.000158038
3/13/91 0.000159358 1.000159358
3/12/91 0.000159678 1.000159678
3/11/91 0.000160461 1.000160461
3/10/91 0.000163772 1.000163772
3/9/91 0.000163772 1.000163772
3/8/91 0.000163772 1.000163772
3/7/91 0.000164500 1.000164500
3/6/91 0.000164889 1.000164889
3/5/91 0.000163754 1.000163754
</TABLE>
<PAGE> 56
<TABLE>
<S> <C> <C>
3/4/91 0.000163494 1.000163494
3/3/91 0.000164461 1.000164461
3/2/91 0.000164461 1.000164461
3/1/91 0.000164461 1.000164461
2/28/91 0.000165325 1.000165325
2/27/91 0.000163697 1.000163697
2/26/91 0.000164319 1.000164319
2/25/91 0.000163931 1.000163931
2/24/91 0.000165356 1.000165356
2/23/91 0.000165356 1.000165356
2/22/91 0.000165356 1.000165356
2/21/91 0.000164428 1.000164428
2/20/91 0.000171059 1.000171059
2/19/91 0.000163726 1.000163726
2/18/91 0.000166498 1.000166498
2/17/91 0.000166498 1.000166498
2/16/91 0.000166498 1.000166498
2/15/91 0.000166498 1.000166498
2/14/91 0.000163135 1.000163135
2/13/91 0.000163652 1.000163652
2/12/91 0.000164290 1.000164290
2/11/91 0.000163678 1.000163678
2/10/91 0.000163449 1.000163449
2/9/91 0.000163449 1.000163449
2/8/91 0.000163449 1.000163449
2/7/91 0.000162594 1.000162594
2/6/91 0.000162004 1.000162004
2/5/91 0.000159137 1.000159137
2/4/91 0.000162519 1.000162519
2/3/91 0.000173483 1.000173483
2/2/91 0.000173483 1.000173483
2/1/91 0.000173483 1.000173483
1/31/91 0.000180339 1.000180339
1/30/91 0.000176442 1.000176442
1/29/91 0.000182841 1.000182841
1/28/91 0.000176790 1.000176790
1/27/91 0.000174084 1.000174084
1/26/91 0.000174084 1.000174084
1/25/91 0.000174084 1.000174084
1/24/91 0.000172606 1.000172606
1/23/91 0.000176258 1.000176258
1/22/91 0.000173609 1.000173609
1/21/91 0.000169960 1.000169960
1/20/91 0.000171182 1.000171182
</TABLE>
<PAGE> 57
<TABLE>
<S> <C> <C>
1/19/91 0.000171182 1.000171182
1/18/91 0.000171182 1.000171182
1/17/91 0.000174358 1.000174358
1/16/91 0.000177027 1.000177027
1/15/91 0.000176740 1.000176740
1/14/91 0.000173794 1.000173794
1/13/91 0.000174481 1.000174481
1/12/91 0.000174481 1.000174481
1/11/91 0.000174481 1.000174481
1/10/91 0.000171198 1.000171198
1/9/91 0.000173996 1.000173996
1/8/91 0.000177791 1.000177791
1/7/91 0.000179812 1.000179812
1/6/91 0.000182805 1.000182805
1/5/91 0.000182805 1.000182805
1/4/91 0.000182805 1.000182805
1/3/91 0.000184231 1.000184231
1/2/91 0.000180499 1.000180499
1/1/91 0.000197388 1.000197388
12/31/90 0.000197913 1.000197913
12/30/90 0.000207314 1.000207314
12/29/90 0.000207314 1.000207314
12/28/90 0.000207314 1.000207314
12/27/90 0.000197991 1.000197991
12/26/90 0.000183334 1.000183334
12/25/90 0.000182480 1.000182480
12/24/90 0.000182480 1.000182480
12/23/90 0.000181168 1.000181168
12/22/90 0.000181168 1.000181168
12/21/90 0.000181168 1.000181168
12/20/90 0.000181423 1.000181423
12/19/90 0.000180793 1.000180793
12/18/90 0.000184620 1.000184620
12/17/90 0.000183120 1.000183120
12/16/90 0.000182892 1.000182892
12/15/90 0.000182892 1.000182892
12/14/90 0.000182892 1.000182892
12/13/90 0.000181888 1.000181888
12/12/90 0.000184772 1.000184772
12/11/90 0.000179798 1.000179798
12/10/90 0.000182343 1.000182343
12/9/90 0.000185640 1.000185640
12/8/90 0.000185640 1.000185640
12/7/90 0.000185640 1.000185640
</TABLE>
<PAGE> 58
<TABLE>
<S> <C> <C>
12/6/90 0.000185538 1.000185538
12/5/90 0.000187745 1.000187745
12/4/90 0.000190935 1.000190935
12/3/90 0.000185802 1.000185802
12/2/90 0.000188048 1.000188048
12/1/90 0.000188048 1.000188048
11/30/90 0.000188048 1.000188048
11/29/90 0.000188796 1.000188796
11/28/90 0.000193360 1.000193360
11/27/90 0.000189040 1.000189040
11/26/90 0.000188361 1.000188361
11/25/90 0.000187893 1.000187893
11/24/90 0.000187893 1.000187893
11/23/90 0.000187893 1.000187893
11/22/90 0.000188074 1.000188074
11/21/90 0.000188074 1.000188074
11/20/90 0.000189007 1.000189007
11/19/90 0.000191283 1.000191283
11/18/90 0.000195492 1.000195492
11/17/90 0.000195492 1.000195492
11/16/90 0.000195492 1.000195492
11/15/90 0.000195904 1.000195904
11/14/90 0.000195430 1.000195430
11/13/90 0.000190359 1.000190359
11/12/90 0.000191724 1.000191724
11/11/90 0.000192083 1.000192083
11/10/90 0.000192083 1.000192083
11/9/90 0.000192083 1.000192083
11/8/90 0.000191314 1.000191314
11/7/90 0.000192421 1.000192421
11/6/90 0.000193134 1.000193134
11/5/90 0.000192563 1.000192563
11/4/90 0.000194450 1.000194450
11/3/90 0.000194450 1.000194450
11/2/90 0.000194450 1.000194450
11/1/90 0.000192768 1.000192768
10/31/90 0.000192781 1.000192781
10/30/90 0.000191020 1.000191020
10/29/90 0.000193658 1.000193658
10/28/90 0.000194621 1.000194621
10/27/90 0.000194621 1.000194621
10/26/90 0.000194621 1.000194621
10/25/90 0.000193889 1.000193889
10/24/90 0.000194562 1.000194562
</TABLE>
<PAGE> 59
<TABLE>
<S> <C> <C>
10/23/90 0.000194492 1.000194492
10/22/90 0.000195808 1.000195808
10/21/90 0.000197402 1.000197402
10/20/90 0.000197402 1.000197402
10/19/90 0.000197402 1.000197402
10/18/90 0.000195730 1.000195730
10/17/90 0.000195318 1.000195318
10/16/90 0.000195092 1.000195092
10/15/90 0.000195221 1.000195221
10/14/90 0.000194926 1.000194926
10/13/90 0.000194926 1.000194926
10/12/90 0.000194926 1.000194926
10/11/90 0.000195479 1.000195479
10/10/90 0.000197974 1.000197974
10/9/90 0.000198865 1.000198865
10/8/90 0.000198821 1.000198821
10/7/90 0.000199385 1.000199385
10/6/90 0.000199385 1.000199385
10/5/90 0.000199385 1.000199385
10/4/90 0.000199028 1.000199028
10/3/90 0.000198520 1.000198520
10/2/90 0.000197531 1.000197531
10/1/90 0.000196378 1.000196378
9/30/90 0.000197341 1.000197341
9/29/90 0.000197341 1.000197341
9/28/90 0.000197341 1.000197341
9/27/90 0.000199073 1.000199073
9/26/90 0.000202616 1.000202616
9/25/90 0.000202338 1.000202338
9/24/90 0.000203096 1.000203096
9/23/90 0.000200323 1.000200323
9/22/90 0.000200323 1.000200323
9/21/90 0.000200323 1.000200323
9/20/90 0.000199534 1.000199534
9/19/90 0.000197024 1.000197024
9/18/90 0.000198685 1.000198685
9/17/90 0.000198353 1.000198353
9/16/90 0.000198259 1.000198259
9/15/90 0.000198259 1.000198259
9/14/90 0.000198259 1.000198259
9/13/90 0.000198628 1.000198628
9/12/90 0.000198875 1.000198875
9/11/90 0.000199354 1.000199354
9/10/90 0.000200419 1.000200419
</TABLE>
<PAGE> 60
<TABLE>
<S> <C> <C>
9/9/90 0.000201006 1.000201006
9/8/90 0.000201006 1.000201006
9/7/90 0.000201006 1.000201006
9/6/90 0.000200412 1.000200412
9/5/90 0.000202417 1.000202417
9/4/90 0.000197973 1.000197973
9/3/90 0.000198664 1.000198664
9/2/90 0.000198664 1.000198664
9/1/90 0.000198664 1.000198664
8/31/90 0.000198664 1.000198664
8/30/90 0.000198599 1.000198599
8/29/90 0.000198648 1.000198648
8/28/90 0.000197665 1.000197665
8/27/90 0.000198773 1.000198773
8/26/90 0.000199008 1.000199008
8/25/90 0.000199008 1.000199008
8/24/90 0.000199008 1.000199008
8/23/90 0.000198913 1.000198913
8/22/90 0.000198121 1.000198121
8/21/90 0.000198489 1.000198489
8/20/90 0.000199782 1.000199782
8/19/90 0.000203313 1.000203313
8/18/90 0.000203313 1.000203313
8/17/90 0.000203313 1.000203313
8/16/90 0.000201041 1.000201041
8/15/90 0.000199743 1.000199743
8/14/90 0.000198055 1.000198055
8/13/90 0.000198222 1.000198222
8/12/90 0.000197962 1.000197962
8/11/90 0.000197962 1.000197962
8/10/90 0.000197962 1.000197962
8/9/90 0.000198048 1.000198048
8/8/90 0.000197563 1.000197563
8/7/90 0.000197490 1.000197490
8/6/90 0.000197220 1.000197220
8/5/90 0.000197970 1.000197970
8/4/90 0.000197970 1.000197970
8/3/90 0.000197970 1.000197970
8/2/90 0.000197436 1.000197436
8/1/90 0.000197499 1.000197499
7/31/90 0.000197596 1.000197596
7/30/90 0.000198439 1.000198439
7/29/90 0.000198426 1.000198426
7/28/90 0.000198426 1.000198426
</TABLE>
<PAGE> 61
<TABLE>
<S> <C> <C>
7/27/90 0.000198426 1.000198426
7/26/90 0.000198335 1.000198335
7/25/90 0.000198722 1.000198722
7/24/90 0.000199335 1.000199335
7/23/90 0.000198688 1.000198688
7/22/90 0.000199783 1.000199783
7/21/90 0.000199783 1.000199783
7/20/90 0.000199783 1.000199783
7/19/90 0.000199802 1.000199802
7/18/90 0.000199842 1.000199842
7/17/90 0.000229659 1.000229659
7/16/90 0.000199018 1.000199018
7/15/90 0.000200559 1.000200559
7/14/90 0.000200559 1.000200559
7/13/90 0.000200559 1.000200559
7/12/90 0.000204000 1.000204000
7/11/90 0.000204567 1.000204567
7/10/90 0.000204588 1.000204588
7/9/90 0.000204076 1.000204076
7/8/90 0.000204117 1.000204117
7/7/90 0.000204117 1.000204117
7/6/90 0.000204117 1.000204117
7/5/90 0.000206698 1.000206698
7/4/90 0.000203745 1.000203745
7/3/90 0.000203745 1.000203745
7/2/90 0.000203711 1.000203711
7/1/90 0.000200993 1.000200993
6/30/90 0.000200993 1.000200993
6/29/90 0.000200993 1.000200993
6/28/90 0.000204639 1.000204639
6/27/90 0.000203935 1.000203935
6/26/90 0.000203650 1.000203650
6/25/90 0.000203907 1.000203907
6/24/90 0.000203905 1.000203905
6/23/90 0.000203905 1.000203905
6/22/90 0.000203905 1.000203905
6/21/90 0.000204200 1.000204200
6/20/90 0.000204532 1.000204532
6/19/90 0.000204635 1.000204635
6/18/90 0.000204608 1.000204608
6/17/90 0.000204798 1.000204798
6/16/90 0.000204798 1.000204798
6/15/90 0.000204798 1.000204798
6/14/90 0.000204470 1.000204470
</TABLE>
<PAGE> 62
<TABLE>
<S> <C> <C>
6/13/90 0.000205236 1.000205236
6/12/90 0.000205853 1.000205853
6/11/90 0.000205722 1.000205722
6/10/90 0.000205737 1.000205737
6/9/90 0.000205737 1.000205737
6/8/90 0.000205737 1.000205737
6/7/90 0.000205639 1.000205639
6/6/90 0.000205993 1.000205993
6/5/90 0.000206329 1.000206329
6/4/90 0.000206520 1.000206520
6/3/90 0.000206997 1.000206997
6/2/90 0.000206997 1.000206997
6/1/90 0.000206997 1.000206997
5/31/90 0.000206986 1.000206986
5/30/90 0.000205701 1.000205701
5/29/90 0.000207481 1.000207481
5/28/90 0.000207520 1.000207520
5/27/90 0.000207520 1.000207520
5/26/90 0.000207520 1.000207520
5/25/90 0.000207520 1.000207520
5/24/90 0.000207615 1.000207615
5/23/90 0.000208006 1.000208006
5/22/90 0.000207668 1.000207668
5/21/90 0.000208294 1.000208294
5/20/90 0.000208073 1.000208073
5/19/90 0.000208073 1.000208073
5/18/90 0.000208073 1.000208073
5/17/90 0.000208001 1.000208001
5/16/90 0.000352311 1.000352311
5/15/90 0.000208578 1.000208578
5/14/90 0.000207614 1.000207614
5/13/90 0.000207881 1.000207881
5/12/90 0.000207881 1.000207881
5/11/90 0.000207881 1.000207881
5/10/90 0.000207784 1.000207784
5/9/90 0.000207858 1.000207858
5/8/90 0.000207941 1.000207941
5/7/90 0.000207882 1.000207882
5/6/90 0.000207823 1.000207823
5/5/90 0.000207823 1.000207823
5/4/90 0.000207823 1.000207823
5/3/90 0.000207680 1.000207680
5/2/90 0.000207566 1.000207566
5/1/90 0.000206674 1.000206674
</TABLE>
<PAGE> 63
<TABLE>
<S> <C> <C>
4/30/90 0.000207145 1.000207145
4/29/90 0.000207243 1.000207243
4/28/90 0.000207243 1.000207243
4/27/90 0.000207243 1.000207243
4/26/90 0.000206417 1.000206417
4/25/90 0.000206823 1.000206823
4/24/90 0.000206394 1.000206394
4/23/90 0.000206676 1.000206676
4/22/90 0.000206594 1.000206594
4/21/90 0.000206594 1.000206594
4/20/90 0.000206594 1.000206594
4/19/90 0.000204730 1.000204730
4/18/90 0.000206837 1.000206837
4/17/90 0.000206785 1.000206785
4/16/90 0.000208389 1.000208389
4/15/90 0.000207019 1.000207019
4/14/90 0.000207019 1.000207019
4/13/90 0.000207019 1.000207019
4/12/90 0.000207019 1.000207019
4/11/90 0.000206754 1.000206754
4/10/90 0.000206989 1.000206989
4/9/90 0.000206600 1.000206600
4/8/90 0.000206765 1.000206765
4/7/90 0.000206765 1.000206765
4/6/90 0.000206765 1.000206765
4/5/90 0.000206594 1.000206594
4/4/90 0.000206735 1.000206735
4/3/90 0.000206868 1.000206868
4/2/90 0.000206537 1.000206537
4/1/90 0.000206484 1.000206484
3/31/90 0.000206484 1.000206484
3/30/90 0.000206484 1.000206484
3/29/90 0.000207325 1.000207325
3/28/90 0.000206328 1.000206328
3/27/90 0.000206488 1.000206488
3/26/90 0.000206467 1.000206467
3/25/90 0.000206375 1.000206375
3/24/90 0.000206375 1.000206375
3/23/90 0.000206375 1.000206375
3/22/90 0.000206258 1.000206258
3/21/90 0.000206137 1.000206137
3/20/90 0.000206041 1.000206041
3/19/90 0.000206123 1.000206123
3/18/90 0.000206558 1.000206558
</TABLE>
<PAGE> 64
<TABLE>
<S> <C> <C>
3/17/90 0.000206558 1.000206558
3/16/90 0.000206558 1.000206558
3/15/90 0.000205939 1.000205939
3/14/90 0.000205712 1.000205712
3/13/90 0.000205688 1.000205688
3/12/90 0.000205515 1.000205515
3/11/90 0.000205487 1.000205487
3/10/90 0.000205487 1.000205487
3/9/90 0.000205487 1.000205487
3/8/90 0.000205303 1.000205303
3/7/90 0.000205206 1.000205206
3/6/90 0.000205278 1.000205278
3/5/90 0.000205385 1.000205385
3/4/90 0.000205329 1.000205329
3/3/90 0.000205329 1.000205329
3/2/90 0.000205329 1.000205329
3/1/90 0.000205325 1.000205325
2/28/90 0.000205446 1.000205446
2/27/90 0.000205250 1.000205250
2/26/90 0.000205372 1.000205372
2/25/90 0.000205631 1.000205631
2/24/90 0.000205631 1.000205631
2/23/90 0.000205631 1.000205631
2/22/90 0.000205584 1.000205584
2/21/90 0.000205767 1.000205767
2/20/90 0.000205662 1.000205662
2/19/90 0.000205941 1.000205941
2/18/90 0.000205941 1.000205941
2/17/90 0.000205941 1.000205941
2/16/90 0.000205941 1.000205941
2/15/90 0.000206043 1.000206043
2/14/90 0.000205844 1.000205844
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2/11/90 0.000206248 1.000206248
2/10/90 0.000206248 1.000206248
2/9/90 0.000206248 1.000206248
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<PAGE> 65
<TABLE>
<S> <C> <C>
2/1/90 0.000206594 1.000206594
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1/13/90 0.000209872 1.000209872
1/12/90 0.000209872 1.000209872
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1/10/90 0.000210434 1.000210434
1/9/90 0.000210546 1.000210546
1/8/90 0.000211182 1.000211182
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1/6/90 0.000211210 1.000211210
1/5/90 0.000211210 1.000211210
1/4/90 0.000211702 1.000211702
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1/2/90 0.000212301 1.000212301
1/1/90 0.000212782 1.000212782
12/31/89 0.000213378 1.000213378
12/30/89 0.000213378 1.000213378
12/29/89 0.000213378 1.000213378
12/28/89 0.000213556 1.000213556
12/27/89 0.000213622 1.000213622
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12/25/89 0.000212885 1.000212885
12/24/89 0.000212885 1.000212885
12/23/89 0.000212885 1.000212885
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<PAGE> 66
<TABLE>
<S> <C> <C>
12/19/89 0.000213021 1.000213021
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12/1/89 0.000213103 1.000213103
11/30/89 0.000214921 1.000214921
11/29/89 0.000214972 1.000214972
11/28/89 0.000214410 1.000214410
11/27/89 0.000214189 1.000214189
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11/25/89 0.000214571 1.000214571
11/24/89 0.000214571 1.000214571
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11/21/89 0.000215210 1.000215210
11/20/89 0.000215934 1.000215934
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11/18/89 0.000215640 1.000215640
11/17/89 0.000215640 1.000215640
11/16/89 0.000215852 1.000215852
11/15/89 0.000216649 1.000216649
11/14/89 0.000216573 1.000216573
11/13/89 0.000217243 1.000217243
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11/11/89 0.000217681 1.000217681
11/10/89 0.000217681 1.000217681
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<PAGE> 67
<TABLE>
<S> <C> <C>
11/5/89 0.000218401 1.000218401
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10/13/89 0.000223319 1.000223319
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10/2/89 0.000223550 1.000223550
10/1/89 0.000222553 1.000222553
9/30/89 0.000222553 1.000222553
9/29/89 0.000222553 1.000222553
9/28/89 0.000221594 1.000221594
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<PAGE> 68
<TABLE>
<S> <C> <C>
9/22/89 0.000226205 1.000226205
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9/2/89 0.000227681 1.000227681
9/1/89 0.000227681 1.000227681
8/31/89 0.000223847 1.000223847
8/30/89 0.000224915 1.000224915
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8/28/89 0.000224295 1.000224295
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8/25/89 0.000224773 1.000224773
8/24/89 0.000225055 1.000225055
8/23/89 0.000225476 1.000225476
8/22/89 0.000225442 1.000225442
8/21/89 0.000225510 1.000225510
8/20/89 0.000225824 1.000225824
8/19/89 0.000225824 1.000225824
8/18/89 0.000225824 1.000225824
8/17/89 0.000226134 1.000226134
8/16/89 0.000226332 1.000226332
8/15/89 0.000226647 1.000226647
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8/13/89 0.000227623 1.000227623
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<PAGE> 69
<TABLE>
<S> <C> <C>
8/9/89 0.000228757 1.000228757
8/8/89 0.000229368 1.000229368
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8/6/89 0.000230303 1.000230303
8/5/89 0.000230303 1.000230303
8/4/89 0.000230303 1.000230303
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7/20/89 0.000235164 1.000235164
7/19/89 0.000234527 1.000234527
7/18/89 0.000236135 1.000236135
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7/13/89 0.000239023 1.000239023
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7/11/89 0.000240029 1.000240029
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7/9/89 0.000242099 1.000242099
7/8/89 0.000242099 1.000242099
7/7/89 0.000242099 1.000242099
7/6/89 0.000239853 1.000239853
7/5/89 0.000241672 1.000241672
7/4/89 0.000242139 1.000242139
7/3/89 0.000242139 1.000242139
7/2/89 0.000241518 1.000241518
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6/30/89 0.000241518 1.000241518
6/29/89 0.000243036 1.000243036
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<PAGE> 70
<TABLE>
<S> <C> <C>
6/26/89 0.000241870 1.000241870
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6/23/89 0.000242290 1.000242290
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6/9/89 0.000244276 1.000244276
6/8/89 0.000244815 1.000244815
6/7/89 0.000245236 1.000245236
6/6/89 0.000245522 1.000245522
6/5/89 0.000245949 1.000245949
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6/3/89 0.000246182 1.000246182
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5/31/89 0.000246783 1.000246783
5/30/89 0.000246679 1.000246679
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5/28/89 0.000247257 1.000247257
5/27/89 0.000247257 1.000247257
5/26/89 0.000247257 1.000247257
5/25/89 0.000246408 1.000246408
5/24/89 0.000247414 1.000247414
5/23/89 0.000247015 1.000247015
5/22/89 0.000247120 1.000247120
5/21/89 0.000247780 1.000247780
5/20/89 0.000247780 1.000247780
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5/18/89 0.000248126 1.000248126
5/17/89 0.000248369 1.000248369
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<PAGE> 71
<TABLE>
<S> <C> <C>
5/13/89 0.000248824 1.000248824
5/12/89 0.000248824 1.000248824
5/11/89 0.000249414 1.000249414
5/10/89 0.000247926 1.000247926
5/9/89 0.000248842 1.000248842
5/8/89 0.000248922 1.000248922
5/7/89 0.000248975 1.000248975
5/6/89 0.000248975 1.000248975
5/5/89 0.000248975 1.000248975
5/4/89 0.000249349 1.000249349
5/3/89 0.000247959 1.000247959
5/2/89 0.000248664 1.000248664
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4/30/89 0.000249039 1.000249039
4/29/89 0.000249039 1.000249039
4/28/89 0.000249039 1.000249039
4/27/89 0.000254000 1.000254000
4/26/89 0.000245736 1.000245736
4/25/89 0.000249770 1.000249770
4/24/89 0.000249422 1.000249422
4/23/89 0.000249622 1.000249622
4/22/89 0.000249622 1.000249622
4/21/89 0.000249622 1.000249622
4/20/89 0.000249582 1.000249582
4/19/89 0.000249568 1.000249568
4/18/89 0.000249496 1.000249496
4/17/89 0.000249573 1.000249573
4/16/89 0.000249692 1.000249692
4/15/89 0.000249692 1.000249692
4/14/89 0.000249692 1.000249692
4/13/89 0.000249151 1.000249151
4/12/89 0.000248754 1.000248754
4/11/89 0.000249192 1.000249192
4/10/89 0.000249116 1.000249116
4/9/89 0.000249300 1.000249300
4/8/89 0.000249300 1.000249300
4/7/89 0.000249300 1.000249300
4/6/89 0.000249332 1.000249332
4/5/89 0.000249017 1.000249017
4/4/89 0.000249296 1.000249296
4/3/89 0.000249014 1.000249014
4/2/89 0.000248244 1.000248244
4/1/89 0.000248244 1.000248244
3/31/89 0.000248244 1.000248244
</TABLE>
<PAGE> 72
<TABLE>
<S> <C> <C>
3/30/89 0.000249080 1.000249080
3/29/89 0.000248227 1.000248227
3/28/89 0.000247873 1.000247873
3/27/89 0.000246973 1.000246973
3/26/89 0.000246549 1.000246549
3/25/89 0.000246549 1.000246549
3/24/89 0.000246549 1.000246549
3/23/89 0.000246549 1.000246549
3/22/89 0.000245894 1.000245894
3/21/89 0.000246439 1.000246439
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3/16/89 0.000243206 1.000243206
3/15/89 0.000242969 1.000242969
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3/13/89 0.000242383 1.000242383
3/12/89 0.000241764 1.000241764
3/11/89 0.000241764 1.000241764
3/10/89 0.000241764 1.000241764
3/9/89 0.000240538 1.000240538
3/8/89 0.000239316 1.000239316
3/7/89 0.000240805 1.000240805
3/6/89 0.000238376 1.000238376
3/5/89 0.000239093 1.000239093
3/4/89 0.000239093 1.000239093
3/3/89 0.000239093 1.000239093
3/2/89 0.000239613 1.000239613
3/1/89 0.000232819 1.000232819
2/28/89 0.000231991 1.000231991
2/27/89 0.000231286 1.000231286
2/26/89 0.000232478 1.000232478
2/25/89 0.000232478 1.000232478
2/24/89 0.000232478 1.000232478
2/23/89 0.000231510 1.000231510
2/22/89 0.000230772 1.000230772
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2/20/89 0.000230347 1.000230347
2/19/89 0.000230347 1.000230347
2/18/89 0.000230347 1.000230347
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2/16/89 0.000229643 1.000229643
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<PAGE> 73
<TABLE>
<S> <C> <C>
2/14/89 0.000228752 1.000228752
2/13/89 0.000228172 1.000228172
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2/11/89 0.000227330 1.000227330
2/10/89 0.000227330 1.000227330
2/9/89 0.000227741 1.000227741
2/8/89 0.000227355 1.000227355
2/7/89 0.000227641 1.000227641
2/6/89 0.000227011 1.000227011
2/5/89 0.000227167 1.000227167
2/4/89 0.000227167 1.000227167
2/3/89 0.000227167 1.000227167
2/2/89 0.000226858 1.000226858
2/1/89 0.000227012 1.000227012
1/31/89 0.000226859 1.000226859
1/30/89 0.000227241 1.000227241
1/29/89 0.000227200 1.000227200
1/28/89 0.000227200 1.000227200
1/27/89 0.000227200 1.000227200
1/26/89 0.000227099 1.000227099
1/25/89 0.000226508 1.000226508
1/24/89 0.000226784 1.000226784
1/23/89 0.000226421 1.000226421
1/22/89 0.000226570 1.000226570
1/21/89 0.000226570 1.000226570
1/20/89 0.000226570 1.000226570
1/19/89 0.000226603 1.000226603
1/18/89 0.000226491 1.000226491
1/17/89 0.000226145 1.000226145
1/16/89 0.000226131 1.000226131
1/15/89 0.000226729 1.000226729
1/14/89 0.000226729 1.000226729
1/13/89 0.000226729 1.000226729
1/12/89 0.000226451 1.000226451
1/11/89 0.000228583 1.000228583
1/10/89 0.000226955 1.000226955
1/9/89 0.000226535 1.000226535
1/8/89 0.000226455 1.000226455
1/7/89 0.000226455 1.000226455
1/6/89 0.000226455 1.000226455
1/5/89 0.000227217 1.000227217
1/4/89 0.000226330 1.000226330
1/3/89 0.000226435 1.000226435
1/2/89 0.000228247 1.000228247
</TABLE>
<PAGE> 74
<TABLE>
<S> <C> <C>
1/1/89 0.000228247 1.000228247
12/31/88 0.000228247 1.000228247
12/30/88 0.000228247 1.000228247
12/29/88 0.000226001 1.000226001
12/28/88 0.000225600 1.000225600
12/27/88 0.000225179 1.000225179
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12/24/88 0.000225122 1.000225122
12/23/88 0.000225122 1.000225122
12/22/88 0.000225110 1.000225110
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12/20/88 0.000223965 1.000223965
12/19/88 0.000223602 1.000223602
12/18/88 0.000222998 1.000222998
12/17/88 0.000222998 1.000222998
12/16/88 0.000222998 1.000222998
12/15/88 0.000221849 1.000221849
12/14/88 0.000221564 1.000221564
12/13/88 0.000219887 1.000219887
12/12/88 0.000220691 1.000220691
12/11/88 0.000218252 1.000218252
12/10/88 0.000218252 1.000218252
12/9/88 0.000218252 1.000218252
12/8/88 0.000216565 1.000216565
12/7/88 0.000214722 1.000214722
12/6/88 0.000213668 1.000213668
12/5/88 0.000213357 1.000213357
12/4/88 0.000211744 1.000211744
12/3/88 0.000211744 1.000211744
12/2/88 0.000211744 1.000211744
12/1/88 0.000210693 1.000210693
11/30/88 0.000210550 1.000210550
11/29/88 0.000211073 1.000211073
11/28/88 0.000210339 1.000210339
11/27/88 0.000209149 1.000209149
11/26/88 0.000209149 1.000209149
11/25/88 0.000209149 1.000209149
11/24/88 0.000209287 1.000209287
11/23/88 0.000209287 1.000209287
11/22/88 0.000209179 1.000209179
11/21/88 0.000209208 1.000209208
11/20/88 0.000208183 1.000208183
11/19/88 0.000208183 1.000208183
</TABLE>
<PAGE> 75
<TABLE>
<S> <C> <C>
11/18/88 0.000208183 1.000208183
11/17/88 0.000208051 1.000208051
11/16/88 0.000207537 1.000207537
11/15/88 0.000207973 1.000207973
11/14/88 0.000206228 1.000206228
11/13/88 0.000205268 1.000205268
11/12/88 0.000205268 1.000205268
11/11/88 0.000205268 1.000205268
11/10/88 0.000205520 1.000205520
11/9/88 0.000205230 1.000205230
11/8/88 0.000204751 1.000204751
11/7/88 0.000204516 1.000204516
11/6/88 0.000203752 1.000203752
11/5/88 0.000203752 1.000203752
11/4/88 0.000203752 1.000203752
11/3/88 0.000203321 1.000203321
11/2/88 0.000203273 1.000203273
11/1/88 0.000202789 1.000202789
10/31/88 0.000202113 1.000202113
10/30/88 0.000202660 1.000202660
10/29/88 0.000202660 1.000202660
10/28/88 0.000202660 1.000202660
10/27/88 0.000201948 1.000201948
10/26/88 0.000201713 1.000201713
10/25/88 0.000201892 1.000201892
10/24/88 0.000201734 1.000201734
10/23/88 0.000201617 1.000201617
10/22/88 0.000201617 1.000201617
10/21/88 0.000201617 1.000201617
10/20/88 0.000202064 1.000202064
10/19/88 0.000202090 1.000202090
10/18/88 0.000201281 1.000201281
10/17/88 0.000201085 1.000201085
10/16/88 0.000201074 1.000201074
10/15/88 0.000201074 1.000201074
10/14/88 0.000201074 1.000201074
10/13/88 0.000201009 1.000201009
10/12/88 0.000201317 1.000201317
10/11/88 0.000201403 1.000201403
10/10/88 0.000200596 1.000200596
10/9/88 0.000201043 1.000201043
10/8/88 0.000201043 1.000201043
10/7/88 0.000201043 1.000201043
10/6/88 0.000201253 1.000201253
</TABLE>
<PAGE> 76
<TABLE>
<S> <C> <C>
10/5/88 0.000200485 1.000200485
10/4/88 0.000200834 1.000200834
10/3/88 0.000200779 1.000200779
10/2/88 0.000203213 1.000203213
10/1/88 0.000203213 1.000203213
9/30/88 0.000203213 1.000203213
9/29/88 0.000201794 1.000201794
9/28/88 0.000200514 1.000200514
9/27/88 0.000199735 1.000199735
9/26/88 0.000200130 1.000200130
9/25/88 0.000200623 1.000200623
9/24/88 0.000200623 1.000200623
9/23/88 0.000200623 1.000200623
9/22/88 0.000200433 1.000200433
9/21/88 0.000200444 1.000200444
9/20/88 0.000199677 1.000199677
9/19/88 0.000200427 1.000200427
9/18/88 0.000201116 1.000201116
9/17/88 0.000201116 1.000201116
9/16/88 0.000201116 1.000201116
9/15/88 0.000200889 1.000200889
9/14/88 0.000200442 1.000200442
9/13/88 0.000200282 1.000200282
9/12/88 0.000200874 1.000200874
9/11/88 0.000200756 1.000200756
9/10/88 0.000200756 1.000200756
9/9/88 0.000200756 1.000200756
9/8/88 0.000200731 1.000200731
9/7/88 0.000200130 1.000200130
9/6/88 0.000200594 1.000200594
9/5/88 0.000200157 1.000200157
9/4/88 0.000200157 1.000200157
9/3/88 0.000200157 1.000200157
9/2/88 0.000200157 1.000200157
9/1/88 0.000199764 1.000199764
8/31/88 0.000199677 1.000199677
8/30/88 0.000199316 1.000199316
8/29/88 0.000198508 1.000198508
8/28/88 0.000198462 1.000198462
8/27/88 0.000198462 1.000198462
8/26/88 0.000198462 1.000198462
8/25/88 0.000198095 1.000198095
8/24/88 0.000197822 1.000197822
8/23/88 0.000197394 1.000197394
</TABLE>
<PAGE> 77
<TABLE>
<S> <C> <C>
8/22/88 0.000196762 1.000196762
8/21/88 0.000196665 1.000196665
8/20/88 0.000196665 1.000196665
8/19/88 0.000196665 1.000196665
8/18/88 0.000195858 1.000195858
8/17/88 0.000195359 1.000195359
8/16/88 0.000195355 1.000195355
8/15/88 0.000194858 1.000194858
8/14/88 0.000193665 1.000193665
8/13/88 0.000193665 1.000193665
8/12/88 0.000193665 1.000193665
8/11/88 0.000192047 1.000192047
8/10/88 0.000191410 1.000191410
8/9/88 0.000191224 1.000191224
8/8/88 0.000191012 1.000191012
8/7/88 0.000190555 1.000190555
8/6/88 0.000190555 1.000190555
8/5/88 0.000190555 1.000190555
8/4/88 0.000189946 1.000189946
8/3/88 0.000189515 1.000189515
8/2/88 0.000189065 1.000189065
8/1/88 0.000188694 1.000188694
7/31/88 0.000190220 1.000190220
7/30/88 0.000190220 1.000190220
7/29/88 0.000190220 1.000190220
7/28/88 0.000190601 1.000190601
7/27/88 0.000189639 1.000189639
7/26/88 0.000189171 1.000189171
7/25/88 0.000189132 1.000189132
7/24/88 0.000188922 1.000188922
7/23/88 0.000188922 1.000188922
7/22/88 0.000188922 1.000188922
7/21/88 0.000188307 1.000188307
7/20/88 0.000187759 1.000187759
7/19/88 0.000187666 1.000187666
7/18/88 0.000186868 1.000186868
7/17/88 0.000186548 1.000186548
7/16/88 0.000186548 1.000186548
7/15/88 0.000186548 1.000186548
7/14/88 0.000185981 1.000185981
7/13/88 0.000185172 1.000185172
7/12/88 0.000185275 1.000185275
7/11/88 0.000185242 1.000185242
7/10/88 0.000184339 1.000184339
</TABLE>
<PAGE> 78
<TABLE>
<S> <C> <C>
7/9/88 0.000184339 1.000184339
7/8/88 0.000184339 1.000184339
7/7/88 0.000187177 1.000187177
7/6/88 0.000184687 1.000184687
7/5/88 0.000183815 1.000183815
7/4/88 0.000183122 1.000183122
7/3/88 0.000183122 1.000183122
7/2/88 0.000183122 1.000183122
7/1/88 0.000183122 1.000183122
6/30/88 0.000183371 1.000183371
6/29/88 0.000182235 1.000182235
6/28/88 0.000181760 1.000181760
6/27/88 0.000181263 1.000181263
6/26/88 0.000180908 1.000180908
6/25/88 0.000180908 1.000180908
6/24/88 0.000180908 1.000180908
6/23/88 0.000180520 1.000180520
6/22/88 0.000180374 1.000180374
6/21/88 0.000180319 1.000180319
6/20/88 0.000179677 1.000179677
6/19/88 0.000179564 1.000179564
6/18/88 0.000179564 1.000179564
6/17/88 0.000179564 1.000179564
6/16/88 0.000179218 1.000179218
6/15/88 0.000178705 1.000178705
6/14/88 0.000178463 1.000178463
6/13/88 0.000177971 1.000177971
6/12/88 0.000177866 1.000177866
6/11/88 0.000177866 1.000177866
6/10/88 0.000177866 1.000177866
6/9/88 0.000176689 1.000176689
6/8/88 0.000176157 1.000176157
6/7/88 0.000175682 1.000175682
6/6/88 0.000175132 1.000175132
6/5/88 0.000174618 1.000174618
6/4/88 0.000174618 1.000174618
6/3/88 0.000174618 1.000174618
6/2/88 0.000174276 1.000174276
6/1/88 0.000174020 1.000174020
5/31/88 0.000172326 1.000172326
5/30/88 0.000171338 1.000171338
5/29/88 0.000171338 1.000171338
5/28/88 0.000171338 1.000171338
5/27/88 0.000171338 1.000171338
</TABLE>
<PAGE> 79
<TABLE>
<S> <C> <C>
5/26/88 0.000171128 1.000171128
5/25/88 0.000170421 1.000170421
5/24/88 0.000169950 1.000169950
5/23/88 0.000168724 1.000168724
5/22/88 0.000169963 1.000169963
5/21/88 0.000169963 1.000169963
5/20/88 0.000169963 1.000169963
5/19/88 0.000169384 1.000169384
5/18/88 0.000168822 1.000168822
5/17/88 0.000168239 1.000168239
5/16/88 0.000168405 1.000168405
5/15/88 0.000168338 1.000168338
5/14/88 0.000168338 1.000168338
5/13/88 0.000168338 1.000168338
5/12/88 0.000167512 1.000167512
5/11/88 0.000167733 1.000167733
5/10/88 0.000167585 1.000167585
5/9/88 0.000166869 1.000166869
5/8/88 0.000165850 1.000165850
5/7/88 0.000165850 1.000165850
5/6/88 0.000165850 1.000165850
5/5/88 0.000165872 1.000165872
5/4/88 0.000164954 1.000164954
5/3/88 0.000165234 1.000165234
5/2/88 0.000164649 1.000164649
5/1/88 0.000164518 1.000164518
4/30/88 0.000164518 1.000164518
4/29/88 0.000164518 1.000164518
4/28/88 0.000164358 1.000164358
4/27/88 0.000164067 1.000164067
4/26/88 0.000164052 1.000164052
4/25/88 0.000163872 1.000163872
4/24/88 0.000163437 1.000163437
4/23/88 0.000163437 1.000163437
4/22/88 0.000163437 1.000163437
4/21/88 0.000163522 1.000163522
4/20/88 0.000163303 1.000163303
4/19/88 0.000163670 1.000163670
4/18/88 0.000163115 1.000163115
4/17/88 0.000163102 1.000163102
4/16/88 0.000163102 1.000163102
4/15/88 0.000163102 1.000163102
4/14/88 0.000162687 1.000162687
4/13/88 0.000162385 1.000162385
</TABLE>
<PAGE> 80
<TABLE>
<S> <C> <C>
4/12/88 0.000162591 1.000162591
4/11/88 0.000161978 1.000161978
4/10/88 0.000161886 1.000161886
4/9/88 0.000161886 1.000161886
4/8/88 0.000161886 1.000161886
4/7/88 0.000161539 1.000161539
4/6/88 0.000161770 1.000161770
4/5/88 0.000161440 1.000161440
4/4/88 0.000160099 1.000160099
4/3/88 0.000159694 1.000159694
4/2/88 0.000159694 1.000159694
4/1/88 0.000159694 1.000159694
3/31/88 0.000160205 1.000160205
3/30/88 0.000160151 1.000160151
3/29/88 0.000160059 1.000160059
3/28/88 0.000159852 1.000159852
3/27/88 0.000160259 1.000160259
3/26/88 0.000160259 1.000160259
3/25/88 0.000160259 1.000160259
3/24/88 0.000160229 1.000160229
3/23/88 0.000159980 1.000159980
3/22/88 0.000159867 1.000159867
3/21/88 0.000159589 1.000159589
3/20/88 0.000159893 1.000159893
3/19/88 0.000159893 1.000159893
3/18/88 0.000159893 1.000159893
3/17/88 0.000160133 1.000160133
3/16/88 0.000160608 1.000160608
3/15/88 0.000160477 1.000160477
3/14/88 0.000160560 1.000160560
3/13/88 0.000160689 1.000160689
3/12/88 0.000160689 1.000160689
3/11/88 0.000160689 1.000160689
3/10/88 0.000160752 1.000160752
3/9/88 0.000160237 1.000160237
3/8/88 0.000160551 1.000160551
3/7/88 0.000160853 1.000160853
3/6/88 0.000160886 1.000160886
3/5/88 0.000160886 1.000160886
3/4/88 0.000160886 1.000160886
3/3/88 0.000160936 1.000160936
3/2/88 0.000160995 1.000160995
3/1/88 0.000161145 1.000161145
2/29/88 0.000161460 1.000161460
</TABLE>
<PAGE> 81
<TABLE>
<S> <C> <C>
2/28/88 0.000162156 1.000162156
2/27/88 0.000162156 1.000162156
2/26/88 0.000162156 1.000162156
2/25/88 0.000162259 1.000162259
2/24/88 0.000161877 1.000161877
2/23/88 0.000162367 1.000162367
2/22/88 0.000162617 1.000162617
2/21/88 0.000162853 1.000162853
2/20/88 0.000162853 1.000162853
2/19/88 0.000162853 1.000162853
2/18/88 0.000163337 1.000163337
2/17/88 0.000163763 1.000163763
2/16/88 0.000163788 1.000163788
2/15/88 0.000164031 1.000164031
2/14/88 0.000164031 1.000164031
2/13/88 0.000164031 1.000164031
2/12/88 0.000164031 1.000164031
2/11/88 0.000163858 1.000163858
2/10/88 0.000161575 1.000161575
2/9/88 0.000166128 1.000166128
2/8/88 0.000166770 1.000166770
2/7/88 0.000167121 1.000167121
2/6/88 0.000167121 1.000167121
2/5/88 0.000167121 1.000167121
2/4/88 0.000167898 1.000167898
2/3/88 0.000169237 1.000169237
2/2/88 0.000169386 1.000169386
2/1/88 0.000170083 1.000170083
1/31/88 0.000170492 1.000170492
1/30/88 0.000170492 1.000170492
1/29/88 0.000170492 1.000170492
1/28/88 0.000171833 1.000171833
1/27/88 0.000172740 1.000172740
1/26/88 0.000174744 1.000174744
1/25/88 0.000176034 1.000176034
1/24/88 0.000176373 1.000176373
1/23/88 0.000176373 1.000176373
1/22/88 0.000176373 1.000176373
1/21/88 0.000177293 1.000177293
1/20/88 0.000177001 1.000177001
1/19/88 0.000177713 1.000177713
1/18/88 0.000177545 1.000177545
1/17/88 0.000177945 1.000177945
1/16/88 0.000177945 1.000177945
</TABLE>
<PAGE> 82
<TABLE>
<S> <C> <C>
1/15/88 0.000177945 1.000177945
1/14/88 0.000179577 1.000179577
1/13/88 0.000180259 1.000180259
1/12/88 0.000181646 1.000181646
1/11/88 0.000183018 1.000183018
1/10/88 0.000183765 1.000183765
1/9/88 0.000183765 1.000183765
1/8/88 0.000183765 1.000183765
1/7/88 0.000184337 1.000184337
1/6/88 0.000185891 1.000185891
1/5/88 0.000187727 1.000187727
1/4/88 0.000187874 1.000187874
1/3/88 0.000187635 1.000187635
1/2/88 0.000187635 1.000187635
1/1/88 0.000187635 1.000187635
12/31/87 0.000187635 1.000187635
12/30/87 0.000187740 1.000187740
12/29/87 0.000187650 1.000187650
12/28/87 0.000186906 1.000186906
12/27/87 0.000187252 1.000187252
12/26/87 0.000187252 1.000187252
12/25/87 0.000187252 1.000187252
12/24/87 0.000187252 1.000187252
12/23/87 0.000187093 1.000187093
12/22/87 0.000186866 1.000186866
12/21/87 0.000186354 1.000186354
12/20/87 0.000185504 1.000185504
12/19/87 0.000185504 1.000185504
12/18/87 0.000185504 1.000185504
12/17/87 0.000185506 1.000185506
12/16/87 0.000184537 1.000184537
12/15/87 0.000184334 1.000184334
12/14/87 0.000184423 1.000184423
12/13/87 0.000183720 1.000183720
12/12/87 0.000183720 1.000183720
12/11/87 0.000183720 1.000183720
12/10/87 0.000182846 1.000182846
12/9/87 0.000182506 1.000182506
12/8/87 0.000181933 1.000181933
12/7/87 0.000181857 1.000181857
12/6/87 0.000181307 1.000181307
12/5/87 0.000181307 1.000181307
12/4/87 0.000181307 1.000181307
12/3/87 0.000180765 1.000180765
</TABLE>
<PAGE> 83
<TABLE>
<S> <C> <C>
12/2/87 0.000180111 1.000180111
12/1/87 0.000179429 1.000179429
11/30/87 0.000178594 1.000178594
11/29/87 0.000177349 1.000177349
11/28/87 0.000177349 1.000177349
11/27/87 0.000177349 1.000177349
11/26/87 0.000177207 1.000177207
11/25/87 0.000177207 1.000177207
11/24/87 0.000177256 1.000177256
11/23/87 0.000177235 1.000177235
11/22/87 0.000177234 1.000177234
11/21/87 0.000177234 1.000177234
11/20/87 0.000177234 1.000177234
11/19/87 0.000177261 1.000177261
11/18/87 0.000177368 1.000177368
11/17/87 0.000178087 1.000178087
11/16/87 0.000178578 1.000178578
11/15/87 0.000178326 1.000178326
11/14/87 0.000178326 1.000178326
11/13/87 0.000178326 1.000178326
11/12/87 0.000178267 1.000178267
11/11/87 0.000178586 1.000178586
11/10/87 0.000178822 1.000178822
11/9/87 0.000179006 1.000179006
11/8/87 0.000179277 1.000179277
11/7/87 0.000179277 1.000179277
11/6/87 0.000179277 1.000179277
11/5/87 0.000179126 1.000179126
11/4/87 0.000178475 1.000178475
11/3/87 0.000177563 1.000177563
11/2/87 0.000178623 1.000178623
11/1/87 0.000177943 1.000177943
10/31/87 0.000177943 1.000177943
10/30/87 0.000177943 1.000177943
10/29/87 0.000178760 1.000178760
10/28/87 0.000178785 1.000178785
10/27/87 0.000179169 1.000179169
10/26/87 0.000177973 1.000177973
10/25/87 0.000178696 1.000178696
10/24/87 0.000178696 1.000178696
10/23/87 0.000178696 1.000178696
10/22/87 0.000179492 1.000179492
10/21/87 0.000179118 1.000179118
10/20/87 0.000179182 1.000179182
</TABLE>
<PAGE> 84
<TABLE>
<S> <C> <C>
10/19/87 0.000180921 1.000180921
10/18/87 0.000181085 1.000181085
10/17/87 0.000181085 1.000181085
10/16/87 0.000181085 1.000181085
10/15/87 0.000180530 1.000180530
10/14/87 0.000179145 1.000179145
10/13/87 0.000177907 1.000177907
10/12/87 0.000175877 1.000175877
10/11/87 0.000176171 1.000176171
10/10/87 0.000176171 1.000176171
10/9/87 0.000176171 1.000176171
10/8/87 0.000174701 1.000174701
10/7/87 0.000173599 1.000173599
10/6/87 0.000172360 1.000172360
10/5/87 0.000170996 1.000170996
10/4/87 0.000170808 1.000170808
10/3/87 0.000170808 1.000170808
10/2/87 0.000170808 1.000170808
10/1/87 0.000169749 1.000169749
</TABLE>
UNANNUALIZED TOTAL 1.231%
RETURN FOR QUARTER =====
ENDING 9/30/97
PRESENT VALUE 1,023.77
FUTURE VALUE 1,036.37
TERM 1.000
ROR 1.231%
=====
Total return year 1.231%
ending =====
<PAGE> 85
9/30/97
PRESENT VALUE 1,023.77
FUTURE VALUE 1,036.37
TERM 1.000
ROR 1.231%
=====
Annualized total return 4.054%
for the 5 years ending =====
9/30/97
PRESENT VALUE 1,000.00
FUTURE VALUE 1,219.83
TERM 5.000
ROR 4.054%
=====
Annualized total 5.345%
return for the 10 =====
year period ending
9/30/97
PRESENT VALUE 1,000.00
FUTURE VALUE 1,683.28
<PAGE> 86
TERM 10.000
ROR 5.345%
=====
<PAGE> 1
Exhibit 24
GRADISON-McDONALD CASH RESERVES TRUST
GRADISON GROWTH TRUST
GRADISON CUSTODIAN TRUST
GRADISON-McDONALD MUNICIPAL CUSTODIAN TRUST
Power of Attorney of Trustees and Officers
------------------------------------------
The undersigned, Officer and/or Trustee of the above named Trusts (the
"Trusts"), which have filed with the Securities and Exchange Commission under
the provisions of the Securities Act of 1933, as amended, and the provisions of
the Investment Company Act of 1940, as amended, Registration Statements on Form
N-1 or N-1A (which together with any and all subsequent amendments, including
post-effective amendments, thereto are hereinafter called the "Registration
Statements") for the principal purpose of registering the public offering by the
Trusts of shares of beneficial interest of their series, hereby constitutes and
appoints Paul J. Weston, Donald E. Weston, Bradley E. Turner, Richard M.
Wachterman, John J. Discepoli, Mark A. Frietch, C. Stephen Wesselkamper, Stephen
C. Dilbone, and Robert Zutz, and each of them, with full power of substitution
or resubstitution, the attorney or attorneys to execute and file on behalf of
the undersigned in his or her capacity as Officer and/or Trustee of the Trusts,
the Registration Statements as aforesaid, and any and all exhibits, applications
and other documents to be filed with the Securities and Exchange Commission
pertaining thereto, with full power and authority to do and perform any and all
acts and things whatsoever required or necessary to be done in the premises, as
fully to all intents and purposes as he or she could do if personally present,
hereby ratifying and approving the acts of said attorneys or any of them and any
such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this 2nd of
December, 1997.
/s/ Theodore H. Emmerich
<PAGE> 2
GRADISON-McDONALD CASH RESERVES TRUST
GRADISON GROWTH TRUST
GRADISON CUSTODIAN TRUST
GRADISON-McDONALD MUNICIPAL CUSTODIAN TRUST
Power of Attorney of Trustees and Officers
------------------------------------------
The undersigned, Officer and/or Trustee of the above named Trusts (the
"Trusts"), which have filed with the Securities and Exchange Commission under
the provisions of the Securities Act of 1933, as amended, and the provisions of
the Investment Company Act of 1940, as amended, Registration Statements on Form
N-1 or N-1A (which together with any and all subsequent amendments, including
post-effective amendments, thereto are hereinafter called the "Registration
Statements") for the principal purpose of registering the public offering by the
Trusts of shares of beneficial interest of their series, hereby constitutes and
appoints Paul J. Weston, Donald E. Weston, Bradley E. Turner, Richard M.
Wachterman, John J. Discepoli, Mark A. Frietch, C. Stephen Wesselkamper, Stephen
C. Dilbone, and Robert Zutz, and each of them, with full power of substitution
or resubstitution, the attorney or attorneys to execute and file on behalf of
the undersigned in his or her capacity as Officer and/or Trustee of the Trusts,
the Registration Statements as aforesaid, and any and all exhibits, applications
and other documents to be filed with the Securities and Exchange Commission
pertaining thereto, with full power and authority to do and perform any and all
acts and things whatsoever required or necessary to be done in the premises, as
fully to all intents and purposes as he or she could do if personally present,
hereby ratifying and approving the acts of said attorneys or any of them and any
such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this 2nd of
December, 1997.
/s/ Jerome E. Schnee
<PAGE> 3
GRADISON-McDONALD CASH RESERVES TRUST
GRADISON GROWTH TRUST
GRADISON CUSTODIAN TRUST
GRADISON-McDONALD MUNICIPAL CUSTODIAN TRUST
Power of Attorney of Trustees and Officers
------------------------------------------
The undersigned, Officer and/or Trustee of the above named Trusts (the
"Trusts"), which have filed with the Securities and Exchange Commission under
the provisions of the Securities Act of 1933, as amended, and the provisions of
the Investment Company Act of 1940, as amended, Registration Statements on Form
N-1 or N-1A (which together with any and all subsequent amendments, including
post-effective amendments, thereto are hereinafter called the "Registration
Statements") for the principal purpose of registering the public offering by the
Trusts of shares of beneficial interest of their series, hereby constitutes and
appoints Paul J. Weston, Donald E. Weston, Bradley E. Turner, Richard M.
Wachterman, John J. Discepoli, Mark A. Frietch, C. Stephen Wesselkamper, Stephen
C. Dilbone, and Robert Zutz, and each of them, with full power of substitution
or resubstitution, the attorney or attorneys to execute and file on behalf of
the undersigned in his or her capacity as Officer and/or Trustee of the Trusts,
the Registration Statements as aforesaid, and any and all exhibits, applications
and other documents to be filed with the Securities and Exchange Commission
pertaining thereto, with full power and authority to do and perform any and all
acts and things whatsoever required or necessary to be done in the premises, as
fully to all intents and purposes as he or she could do if personally present,
hereby ratifying and approving the acts of said attorneys or any of them and any
such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this 2nd of
December, 1997.
/s/ D.J. Castellini
<PAGE> 4
GRADISON-McDONALD CASH RESERVES TRUST
GRADISON GROWTH TRUST
GRADISON CUSTODIAN TRUST
GRADISON-McDONALD MUNICIPAL CUSTODIAN TRUST
Power of Attorney of Trustees and Officers
------------------------------------------
The undersigned, Officer and/or Trustee of the above named Trusts (the
"Trusts"), which have filed with the Securities and Exchange Commission under
the provisions of the Securities Act of 1933, as amended, and the provisions of
the Investment Company Act of 1940, as amended, Registration Statements on Form
N-1 or N-1A (which together with any and all subsequent amendments, including
post-effective amendments, thereto are hereinafter called the "Registration
Statements") for the principal purpose of registering the public offering by the
Trusts of shares of beneficial interest of their series, hereby constitutes and
appoints Paul J. Weston, Donald E. Weston, Bradley E. Turner, Richard M.
Wachterman, John J. Discepoli, Mark A. Frietch, C. Stephen Wesselkamper, Stephen
C. Dilbone, and Robert Zutz, and each of them, with full power of substitution
or resubstitution, the attorney or attorneys to execute and file on behalf of
the undersigned in his or her capacity as Officer and/or Trustee of the Trusts,
the Registration Statements as aforesaid, and any and all exhibits, applications
and other documents to be filed with the Securities and Exchange Commission
pertaining thereto, with full power and authority to do and perform any and all
acts and things whatsoever required or necessary to be done in the premises, as
fully to all intents and purposes as he or she could do if personally present,
hereby ratifying and approving the acts of said attorneys or any of them and any
such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this 3rd of
December, 1997.
/s/ Donald E. Weston
<PAGE> 5
GRADISON-McDONALD CASH RESERVES TRUST
GRADISON GROWTH TRUST
GRADISON CUSTODIAN TRUST
GRADISON-McDONALD MUNICIPAL CUSTODIAN TRUST
Power of Attorney of Trustees and Officers
------------------------------------------
The undersigned, Officer and/or Trustee of the above named Trusts (the
"Trusts"), which have filed with the Securities and Exchange Commission under
the provisions of the Securities Act of 1933, as amended, and the provisions of
the Investment Company Act of 1940, as amended, Registration Statements on Form
N-1 or N-1A (which together with any and all subsequent amendments, including
post-effective amendments, thereto are hereinafter called the "Registration
Statements") for the principal purpose of registering the public offering by the
Trusts of shares of beneficial interest of their series, hereby constitutes and
appoints Paul J. Weston, Donald E. Weston, Bradley E. Turner, Richard M.
Wachterman, John J. Discepoli, Mark A. Frietch, C. Stephen Wesselkamper, Stephen
C. Dilbone, and Robert Zutz, and each of them, with full power of substitution
or resubstitution, the attorney or attorneys to execute and file on behalf of
the undersigned in his or her capacity as Officer and/or Trustee of the Trusts,
the Registration Statements as aforesaid, and any and all exhibits, applications
and other documents to be filed with the Securities and Exchange Commission
pertaining thereto, with full power and authority to do and perform any and all
acts and things whatsoever required or necessary to be done in the premises, as
fully to all intents and purposes as he or she could do if personally present,
hereby ratifying and approving the acts of said attorneys or any of them and any
such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this 8th of
December 1997.
Richard A. Rankin
<PAGE> 6
GRADISON-McDONALD CASH RESERVES TRUST
GRADISON GROWTH TRUST
GRADISON CUSTODIAN TRUST
GRADISON-McDONALD MUNICIPAL CUSTODIAN TRUST
Power of Attorney of Trustees and Officers
------------------------------------------
The undersigned, Officer and/or Trustee of the above named Trusts (the
"Trusts"), which have filed with the Securities and Exchange Commission under
the provisions of the Securities Act of 1933, as amended, and the provisions of
the Investment Company Act of 1940, as amended, Registration Statements on Form
N-1 or N-1A (which together with any and all subsequent amendments, including
post-effective amendments, thereto are hereinafter called the "Registration
Statements") for the principal purpose of registering the public offering by the
Trusts of shares of beneficial interest of their series, hereby constitutes and
appoints Paul J. Weston, Donald E. Weston, Bradley E. Turner, Richard M.
Wachterman, John J. Discepoli, Mark A. Frietch, C. Stephen Wesselkamper, Stephen
C. Dilbone, and Robert Zutz, and each of them, with full power of substitution
or resubstitution, the attorney or attorneys to execute and file on behalf of
the undersigned in his or her capacity as Officer and/or Trustee of the Trusts,
the Registration Statements as aforesaid, and any and all exhibits, applications
and other documents to be filed with the Securities and Exchange Commission
pertaining thereto, with full power and authority to do and perform any and all
acts and things whatsoever required or necessary to be done in the premises, as
fully to all intents and purposes as he or she could do if personally present,
hereby ratifying and approving the acts of said attorneys or any of them and any
such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this 3rd of
December, 1997.
Patricia Jamieson
<PAGE> 7
GRADISON-McDONALD CASH RESERVES TRUST
GRADISON GROWTH TRUST
GRADISON CUSTODIAN TRUST
GRADISON-McDONALD MUNICIPAL CUSTODIAN TRUST
Power of Attorney of Trustees and Officers
------------------------------------------
The undersigned, Officer and/or Trustee of the above named Trusts (the
"Trusts"), which have filed with the Securities and Exchange Commission under
the provisions of the Securities Act of 1933, as amended, and the provisions of
the Investment Company Act of 1940, as amended, Registration Statements on Form
N-1 or N-1A (which together with any and all subsequent amendments, including
post-effective amendments, thereto are hereinafter called the "Registration
Statements") for the principal purpose of registering the public offering by the
Trusts of shares of beneficial interest of their series, hereby constitutes and
appoints Paul J. Weston, Donald E. Weston, Bradley E. Turner, Richard M.
Wachterman, John J. Discepoli, Mark A. Frietch, C. Stephen Wesselkamper, Stephen
C. Dilbone, and Robert Zutz, and each of them, with full power of substitution
or resubstitution, the attorney or attorneys to execute and file on behalf of
the undersigned in his or her capacity as Officer and/or Trustee of the Trusts,
the Registration Statements as aforesaid, and any and all exhibits, applications
and other documents to be filed with the Securities and Exchange Commission
pertaining thereto, with full power and authority to do and perform any and all
acts and things whatsoever required or necessary to be done in the premises, as
fully to all intents and purposes as he or she could do if personally present,
hereby ratifying and approving the acts of said attorneys or any of them and any
such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this __ day of
January, 1998.
/s/ Bradley E. Turner
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000042895
<NAME> GRADISON CASH RESERVES TRUST
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> SEP-30-1997
<INVESTMENTS-AT-COST> 1,701,824,978
<INVESTMENTS-AT-VALUE> 1,701,824,978
<RECEIVABLES> 8,396,410
<ASSETS-OTHER> 1,352,071
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,711,573,459
<PAYABLE-FOR-SECURITIES> 99,751,172
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,764,152
<TOTAL-LIABILITIES> 101,515,324
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,610,058,135
<SHARES-COMMON-STOCK> 1,610,058,135
<SHARES-COMMON-PRIOR> 1,333,063,183
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<OVERDISTRIBUTION-NII> 0
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<NET-ASSETS> 1,610,058,135
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 85,542,547
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<EXPENSES-NET> 11,293,161
<NET-INVESTMENT-INCOME> 74,249,386
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 74,249,386
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 74,249,386
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,808,119,094
<NUMBER-OF-SHARES-REDEEMED> 7,604,514,450
<SHARES-REINVESTED> 73,390,308
<NET-CHANGE-IN-ASSETS> 276,994,952
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
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<GROSS-ADVISORY-FEES> 6,956,236
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 11,447,964
<AVERAGE-NET-ASSETS> 1,564,059,013
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .047
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .047
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<PER-SHARE-NAV-END> 1.00
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
