STATE BOND MUNICIPAL FUNDS INC
N-30D, 1996-09-06
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<PAGE>
 
[LOGO] STATE BOND
       Tax Exempt Fund


        
           State Bond
        Tax Exempt Fund



             Annual 
             Report



         June 30, 1996

<PAGE>
 
                          State Bond Tax Exempt Fund
 
JULY 12, 1996

TO THE SHAREHOLDERS:

This Annual Report marks the completion of twelve years of operations for the
State Bond Tax Exempt Fund (the "Fund"). We welcome new shareholders who joined
us during the year, and we thank all of our shareholders for their interest and
support.

The Fund seeks to provide a favorable level of income to its shareholders, while
maintaining the quality requirements of its portfolio. A total of 57 cents per
share for the fiscal year was distributed through monthly dividends.

During this fiscal year ended June 30, 1996, the Federal Reserve reversed its
position of the previous year and became accommodative with reductions of a
quarter of a percent to the Federal Funds rate in July 1995, December 1995 and
January 1996.  With these decreases in short-term interest rates, the 30-year
Treasury Bond yield, which began this fiscal year at 6.6%, decreased to under
6.0% in December 1995.  However, economic activity began to increase during the
first quarter of 1996 and has continued through June.  This economic strength
resulted in the 30-year Treasury Bond yield increasing to 6.9% at June 30, 1996.
The Fund's net asset value per share began the fiscal year at $10.77 and
increased in value to $11.05 at the end of January as interest rates fell. 
However, as interest rates trended higher through June 1996, the per-share net
asset value decreased and closed the fiscal year at $10.78.

Portfolio holdings of the Fund reflect 69 tax-exempt issues representing
investments in 27 states and the District of Columbia.  This provides
shareholders with both issue and geographic diversification. The top five
holdings in the portfolio include Indianapolis Public Improvement; Minnesota
State Housing; New York State Environmental Pollution Control; Chicago, Illinois
Gas Supply; and Metropolitan Pier Exposition Authority.

The portfolio's credit quality as of June 30, 1996 is reflected in the rating of
each security by Moody's Investors Service, Inc. and/or Standard & Poor's
Corporation. By selecting the higher rating awarded to each issue by either
service, bonds comprising 42.5% of the total portfolio market value were AAA
rated, 26.5% were AA rated, and 27.5% were A rated. The remaining 3.5% of the
portfolio is invested in quality rated short-term securities.

Should you desire additional information, we welcome your inquiries.

Sincerely,

/s/ Keith O. Martens

Keith O. Martens
Vice President
<PAGE>
 
 
                           State Bond Tax Exempt Fund

                            Schedule of Investments

                                 June 30, 1996
<TABLE>
<CAPTION>
 
                                          MOODY'S/S&P        PRINCIPAL       
                                             RATING           AMOUNT              VALUE
                                        --------------------------------------------------
<S>                                       <C>                <C>               <C>
MUNICIPAL BONDS (96.5%)
 
ALASKA
Alaska Housing Finance Corp.,
 Collateralized Veterans Mortgage
 Program, Series 1991 B-1, 6.900%, due
 2032                                     Aaa/AAA            $  690,000        $  708,865
Alaska Housing Finance Corp.,
 Collateralized Home Mortgage Bonds,
 1988 Series A-1, 7.625%, due 2013        Aaa/AAA               325,000           335,322
Alaska Valdez Marine Terminal, 5.650%,
 due 2028                                 Aa3/AA-             1,000,000           928,990
 
ARIZONA
Arizona Industrial Development
 Authority, 5.450%, due 2009              A2/A                1,500,000         1,450,785
 
CALIFORNIA
Berkeley, CA School District, 5.800%,
 due 2020                                 Aaa/AAA               500,000           493,580
Central Coast Water Authority Rev.
 Bonds, Series 1992, 6.350%, due 2007     Aaa/AAA             1,000,000         1,070,730
Walnut Valley, CA, Water District,
 Certificate of Participation, 6.125%,
 due 2009                                 Aaa/AAA             1,000,000         1,028,540
 
COLORADO
 Housing Finance Agency, Single Family
  Housing Rev. Bonds, 1986 Series A,
  8.000%, due 2017                        Aa/NR                 220,000           225,196
 
DISTRICT OF COLUMBIA
District of Columbia University Rev.
 Bonds, 6.300%, due 2013                  NR/AAA              1,250,000         1,269,100
 
</TABLE> 
                                       2
<PAGE>
 
<TABLE> 
<CAPTION> 
                                         MOODY'S/S/P      PRINCIPAL 
                                            RATING         AMOUNT          VALUE
                                         ---------------------------------------
<S>                                      <C>              <C>             <C> 
MUNICIPAL BONDS (CONTINUED)
 
ILLINOIS
Chicago, Illinois, Water Rev. Bonds,
 7.200%, due 2016                         A1/AA-           $2,000,000     $2,195,240
Chicago, Illinois, Public District
 Capital Improvement Bonds, 5.450%, due   Aaa/AAA           1,000,000      1,020,100
 2004
City of Chicago, Illinois, Gas Supply
 Rev. Bonds, 7.500%, due 2015             Aa3/AA-           1,480,000      1,608,952
City of Chicago, Illinois Gas Supply
 Rev. Bonds, 7.500%, due 2015             Aa3/AA-           1,100,000      1,195,843
Cook County, Illinois Community Cons.
 School District #6, 5.875%, due 2008     Aaa/AAA           1,000,000      1,021,030
Illinois Health Facility Authorized
 Revenue, 6.000%, due 2015                Aaa/AAA           1,400,000      1,395,338
Illinois State Dedicated Tax, 6.000%,
 due 2015                                 Aaa/AAA           1,000,000      1,002,680
Illinois State University Auxiliary
 Facility System, Board of Regents Rev.
 Bonds, Series 1989, 7.400%, due 2014     Aaa/A             1,050,000      1,157,373
Illinois State University Auxiliary
 Facility System, Board of Regents Rev.
 Bonds, Series 1989, 7.400%, due 2013     Aaa/A             500,000        551,130
Metropolitan Pier Exposition Authority,
 Illinois Dedicated State Tax Rev.
 Bonds, 6.000%, due 2014                  A/A+              2,350,000      2,349,718
Rolling Meadows, Illinois Mortgage Rev.
 Bonds Woodfield Garden, 7.750%,
due 2004                                  NR/A-             2,000,000      2,125,640
 
INDIANA
Beech Grove, IN, IDR for Westvaco
 Corp., 8.750%, due 2010                  A1/A              550,000          556,798
Highland, IN, School Building Corp.,
 6.750%, due 2012                         NR/AAA            1,000,000      1,107,260
 
</TABLE>

                                       3
<PAGE>
 
                           State Bond Tax Exempt Fund

                      Schedule of Investments (continued)

<TABLE>
<CAPTION>
 
 
                                          MOODY'S/S&P       PRINCIPAL       
                                             RATING          AMOUNT          VALUE
                                         ------------------------------------------------
<S>                                      <C>                <C>            <C>
MUNICIPAL BONDS (CONTINUED)
 
INDIANA (CONTINUED)
Indiana Municipal Power Agency, Series
 1992 A, 6.000%, due 2007                   Aaa/AAA         $1,300,000     $1,360,762
Indiana State Toll Roads, Revenue
 Refunding Bond, 6.00%, due 2013               A-/A          1,100,000      1,101,023
Indiana Transportation Finance
 Authority, Series A, 6.250%, due 2016         A/NR          1,150,000      1,160,281
Indianapolis, IN, Public Improvement
 Bonds, Bank Series C, 6.700%, due 2017      Aaa/NR          3,225,000      3,554,982
 
LOUISIANA
Rapides Parish, LA, Housing & Mortgage
 Finance Authority, Single Family
 Mortgage, 7.250%, due 2010                 Aaa/AA-            750,000        804,645
 
MAINE
Maine State Housing Authority, Mortgage
 Purchase Bonds, 1988 Series B, 8.000%,
 due 2015                                    A1/AA-            400,000        421,620
 
MARYLAND
Maryland City Housing Multi-Family
 Housing, FNMA, Series A, 7.250%, due
 2023                                        NR/AAA            745,000        776,834
 
MASSACHUSETTS
Massachusetts State Housing Project
 Financial Agency, 6.300%, due 2013           A1/A+          1,000,000      1,006,560
Massachusetts State Housing Project
 Financial Agency, 6.100%, due 2016         Aaa/AAA          1,000,000      1,002,390
 
</TABLE> 
                                       4
<PAGE>
 
<TABLE> 
<CAPTION> 
                                             MOODY'S/S&P  PRINCIPAL 
                                                RATING      AMOUNT      VALUE
                                             ----------------------------------
<S>                                          <C>         <C>         <C>
MUNICIPAL BONDS (CONTINUED)
 
MICHIGAN
Clintondale, Michigan Community Schools,
  5.750%, due 2016                              Aa/AA    $  500,000  $  491,825
Michigan State Housing Development
  Authority, Single Family, Series A,
  7.550%, due 2014                             NR/AA+       145,000     145,779
Michigan State Housing Development,
  Series B, 6.950%, due 2020                   NR/AA+     1,000,000   1,053,010
  
MINNESOTA
Burnsville, Minnesota, Multi-Family Rev. 
  Ref. Bonds, Coventry Court Apartments
  Project, Series 1989, 7.500%, due 2027       NR/AAA       800,000     837,680
City of Minnetonka, MN, Multi-Family
  Rental Housing Rev. Bonds, 7.250%, 
  due 2002                                     NR/AAA       800,000     834,144
Minneapolis, Minnesota Special School
  District # 001, 5.900%, due 2011            Aaa/AAA     2,000,000   2,034,740
Minnesota Housing Finance Agency, Single 
  Family Mortgage, 6.250%, due 2015            Aa/AA+     1,300,000   1,316,224
Minnesota Housing Finance Agency Single
  Family Mortgage Rev. Bonds 1989
  Series D, 7.350%, due 2016                   Aa/AA+       525,000     555,408
Minnesota Housing Finance Authority,
  Series 1993 E, 6.000%, due 2014              NR/AA+     1,460,000   1,456,759
 
NEVADA
Clark County, Nevada Improvement
  District, 5.850%, due 2015                  Aaa/AAA       350,000     348,842
Clark County, Nevada School District,
  General Obligation Bonds, 5.300%, 
  due 2004                                    Aaa/AAA     1,000,000   1,008,860
</TABLE> 
  

                                       5
<PAGE>
 
                           State Bond Tax Exempt Fund

                      Schedule of Investments (continued)

<TABLE>
<CAPTION>
                                             MOODY'S/S&P  PRINCIPAL 
                                                RATING      AMOUNT       VALUE
                                             -----------------------------------
<S>                                          <C>         <C>          <C>
MUNICIPAL BONDS (CONTINUED)
 
NEVADA (CONTINUED)
Humboldt County, NV, Pollution Control
  Rev. Bonds, Idaho Power Company,
  8.300%, due 2014                               NR/A+   $1,000,000   $1,161,170
Lyon County, Nevada School District,
  6.750%, due 2011                             Aaa/AAA      800,000      894,488
Washoe County, Nevada, General
  Obligation Bonds, 6.000%, due 2009           Aaa/AAA      585,000      604,299
 
NEW HAMPSHIRE
New Hampshire Municipal Bond Bank,
  Series 91 J, Non-State Guaranteed,
  6.900%, due 2012                               NR/A+    1,080,000    1,188,108
State of New Hampshire Turnpike System
  Rev. Bonds, 8.375%, due 2017                   Aaa/A      900,000      969,957
 
NEW YORK
New York Metro Transit Authority, 5.100%, 
  due 2004                                     Aaa/AAA    1,000,000    1,003,910
New York State Environmental Pollution
  Control Rev. Bonds, 7.250%, due 2010            Aa/A    2,900,000    3,238,517
New York State Local Government
  Assistance Corp., 6.000%, due 2016               A/A    1,000,000    1,006,980
 
NORTH CAROLINA
Wake County, Ind. Facilities Pollution
  Control, Carolina Power and Light,
  6.900%, due 2009                               A2/A1    1,000,000    1,071,610
 
NORTH DAKOTA
North Dakota Housing, Single Family
  Mortgage, 1992 Series A, 6.750%, 
  due 2012                                       Aa/A+    1,590,000    1,651,500
</TABLE> 

                                       6
<PAGE>
 
<TABLE> 
<CAPTION> 
                                             MOODY'S/S&P  PRINCIPAL 
                                                RATING      AMOUNT       VALUE
                                             -----------------------------------
<S>                                          <C>         <C>          <C> 
MUNICIPAL BONDS (CONTINUED)
 
OREGON
Portland Oregon Sewer System, 6.050%,
  due 2009                                      A1/A+    $  500,000   $  521,355

PENNSYLVANIA
Erie County, PA, Industrial Development
  Auth., Pollution Control Rev. Ref. Bonds, 
  Series 1991, 7.150%, due 2013                 A3/A-       400,000      423,428
 
RHODE ISLAND
Rhode Island Depositors, Economic
  Protection Corp. Bonds, 6.625%, due 2019    Aaa/AAA     1,675,000    1,847,642
 
SOUTH DAKOTA
South Dakota Housing Development, Multi-
  Family Housing Rev. Bonds, 6.700%,        
  due 2020                                      A1/A+     1,400,000    1,422,568
South Dakota State Building Authority
  Co-op, Series A, 7.500%, due 2016             A1/A+       950,000      979,773
 
TEXAS
Brownsville, Texas Utility System Rev.,
  6.875%, due 2020                            Aaa/AAA     1,000,000    1,097,570
Houston, Texas, Water & Sewer Rev. Ref.
  Bonds, 6.400%, due 2009                         A/A     1,545,000    1,625,973
Texas Water Development Board Rev., State 
  Revolving Fund Bonds, 6.400%, due 2007      Aa1/AAA     1,000,000    1,070,290
</TABLE>


                                       7
<PAGE>
 
                           State Bond Tax Exempt Fund

                      Schedule of Investments (continued)

<TABLE>
<CAPTION>
 
                                        MOODY'S/S&P    PRINCIPAL 
                                          RATING        AMOUNT          VALUE
                                        ----------------------------------------
<S>                                     <C>           <C>            <C>
MUNICIPAL BONDS (CONTINUED)

UTAH
Intermountain Power Agency Utah Power
 Supply, 6.000%, due 2016                  Aa/AA-     $1,000,000     $   998,840
Utah State Municipal Finance Co-op,
 Government Revenue Bonds, 6.400%, due
 2009                                         A/A      1,000,000       1,018,050

VIRGINIA
Virginia Housing Authority, Residential
 Mortgage Rev. Bonds, Series B, 7.550%,
 due 2012                                  Aa/AAA        460,000         461,090
Virginia  Housing Development
 Authority, Series C 1992, 6.500%, due    Aa1/AA+        500,000         522,915
 2007

WASHINGTON
Skagit County Washington Cons. School
 District, 6.700%, due 2007               Aaa/AAA      1,000,000       1,083,500
Washington State Municipal Finance
 Co-op, Government Revenue Bonds,
 5.600%, due 2007                           Aa/AA      1,500,000       1,450,980

WISCONSIN
Wisconsin Housing and Economic
 Development Authority, Series A,
 7.100%, due 2023                           Aa/AA        985,000       1,034,083
</TABLE> 
                                       8
<PAGE>
 
<TABLE>
<CAPTION>

                                        MOODY'S/S&P    PRINCIPAL
                                          RATING        AMOUNT          VALUE
                                        ---------------------------------------
<S>                                      <C>           <C>            <C>
MUNICIPAL BONDS (CONTINUED)

WISCONSIN (CONTINUED)
Wisconsin Housing and Economic
 Development Authority, 6.000%,
 due 2015                                 Aa/AA       $  550,000    $   543,164

WYOMING
Sweetwater County, WY, PCR for Idaho
 Power, 7.625%, due 2013                   A3/A        2,150,000      2,230,088
                                                                    -----------

TOTAL MUNICIPAL BONDS
 (Cost $73,868,197)                                                  77,192,426

SHORT-TERM SECURITIES (3.5%)

 American Express Credit Corp., 5.320%,
  due 07/05/96                                         1,000,000        999,409
 Ford Motor Credit Corp., 5.360%, due                           
  07/03/96                                             1,540,000      1,539,541
 General Electric Capital Corp.,
  5.280%, due 07/02/96                                   300,000        299,956
                                                                    -----------

TOTAL SHORT-TERM SECURITIES
 (Cost $2,838,906)                                                    2,838,906
                                                                    -----------

TOTAL INVESTMENTS (100.0%)
 (Cost $76,707,103*)                                                $80,031,332
                                                                    ===========
</TABLE>
*Also represents cost for federal income tax purposes.

Ratings were provided by Moody's Investors Service, Inc. and Standard and Poor's
Corporation and are not covered by the report of Ernst & Young LLP.

See accompanying notes.

                                       9
<PAGE>
 
                          State Bond Tax Exempt Fund

                      Statement of Assets and Liabilities

                                 June 30, 1996
<TABLE>
<CAPTION>
 
 
ASSETS
<S>                                                              <C>
Investment in securities, at value (cost $76,707,103)
  See accompanying schedule                                      $80,031,332
Interest receivable                                                1,350,043
                                                                 -----------
TOTAL ASSETS                                                      81,381,375
 
LIABILITIES
Cash overdraft                                                       175,599
Dividends payable                                                     57,694
Payable to affiliates                                                 46,323
Accrued expenses                                                       7,197
                                                                 -----------
TOTAL LIABILITIES                                                    286,813
                                                                 -----------
 
NET ASSETS                                                       $81,094,562
                                                                 ===========
 
Net Assets consist of:
 Paid-in capital                                                 $77,730,196
 Accumulated undistributed net realized gain on investments           40,137
 Net unrealized appreciation on investments                        3,324,229
                                                                 -----------  

NET ASSETS, for 7,522,296 shares outstanding                     $81,094,562
                                                                 ===========
 
NET ASSET VALUE and redemption price per share                   $     10.78
                                                                 ===========
 
Maximum offering price per share (includes maximum sales 
charge of 4.5%-reduced on purchases of $50,000 or more)          $     11.29
                                                                 ===========
</TABLE>
See accompanying notes.

                                      10
<PAGE>
 
                          State Bond Tax Exempt Fund

                            Statement of Operations

                           Year Ended June 30, 1996
<TABLE>
<CAPTION>
 
 
INVESTMENT INCOME
<S>                                                              <C>
 Interest                                                        $5,041,950
 
EXPENSES
 Investment advisory and management fees                            407,880
 Rule 12b-1 plan fees                                               204,057
 Transfer agent fees                                                 31,461
 Printing expenses                                                   18,150
 Accounting and custodian fees                                       30,415
 Professional fees                                                   20,498
 Other expenses                                                      23,952
                                                                 ----------  
  Total expenses                                                    736,413
                                                                 ----------   
Net investment income                                             4,305,537
 
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
 Net realized gain on investments                                    40,206
 Change in unrealized appreciation on investment                     64,146
                                                                 ----------
Net gain on investments                                             104,352
                                                                 ----------
 
 
Net increase in net assets resulting from operations             $4,409,889
                                                                 ==========
</TABLE>
See accompanying notes.

                                      11
<PAGE>
 
                          State Bond Tax Exempt Fund

                      Statement of Changes in Net Assets
<TABLE>
<CAPTION>
 
 
                                             YEAR ENDED JUNE 30,
                                              1996          1995
                                        ---------------------------
<S>                                       <C>           <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
 Net investment income                    $ 4,305,537   $ 4,457,677
 Net realized gain on investments              40,206        38,720
 Change in net unrealized appreciation         64,146     1,466,299
                                        ---------------------------
  Net increase in net assets resulting
   from operations                          4,409,889     5,962,696
 
 
Distributions to shareholders from:
 Net investment income                     (4,305,537)   (4,457,677)
 Net realized gain                            (38,789)            -
                                        --------------------------- 
  Total distributions to shareholders      (4,344,326)   (4,457,677)
 
Capital share transactions:
 Proceeds from sales of shares              3,140,961     4,250,461
 Proceeds from reinvested distributions     3,149,165     3,066,110
 Cost of shares redeemed                   (6,903,498)   (8,328,499)
                                        ---------------------------     
   Net decrease in net assets resulting
    from share transactions                  (613,372)   (1,011,928)
                                        ---------------------------  

Total increase (decrease) in net assets      (547,809)      493,091
 
NET ASSETS
Beginning of year                          81,642,371    81,149,280
                                        ---------------------------
  
End of year                               $81,094,562   $81,642,371
                                        ===========================
 
OTHER INFORMATION
Shares:
 Sold                                         290,245       404,927
 Issued through reinvestment of               
  distributions                               289,771       291,063     
 Redeemed                                    (636,574)     (788,793)
                                        ---------------------------
  Net decrease                                (56,558)      (92,803)
                                        ===========================
</TABLE>
See accompanying notes.

                                      12
<PAGE>
 
                          State Bond Tax Exempt Fund

                             Financial Highlights
<TABLE>
<CAPTION>


                                                          YEAR ENDED JUNE 30,
                                          -------------------------------------------------------
                                            1996        1995        1994        1993       1992
                                          -------------------------------------------------------


SELECTED PER-SHARE DATA
<S>                                        <C>         <C>         <C>         <C>        <C>
Net asset value, beginning of year         $ 10.77     $ 10.58     $ 11.09     $ 10.86    $ 10.52
Income from investment operations:
  Net investment income                        .57         .58         .59         .63        .68
  Net realized and unrealized gain
   (loss) on investments                       .01         .19        (.41)        .34        .36
                                          -------------------------------------------------------
  Total from investment operations             .58         .77         .18         .97       1.04
Less distributions:
 From net investment income                   (.57)       (.58)       (.59)       (.63)      (.68)
 From net realized gain                       (.00) (B)      -        (.10)       (.11)      (.02)
                                          -------------------------------------------------------
  Total distributions                         (.57)       (.58)       (.69)       (.74)      (.70)
                                          -------------------------------------------------------

Net asset value, end of year               $ 10.78     $ 10.77     $ 10.58     $ 11.09    $ 10.86
                                          =======================================================

TOTAL RETURN (A)                              5.54%       7.53%       1.55%       9.30%     10.18%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in thousands)     $81,095     $81,642     $81,149     $80,055    $70,565
Ratio of expenses to average net assets        .90%        .93%        .94%        .93%       .87%
Ratio of net investment income to
 average net assets                           5.27%       5.52%       5.37%       5.75%      6.33%
Portfolio turnover rate                         16%         15%         17%         21%        16%

</TABLE>
(A)  Total returns do not consider the effects of the one time sales charge.

(B)  Less than $0.01 per share.

                                      13

<PAGE>
 
                          State Bond Tax Exempt Fund

                         Notes to Financial Statements

                                 June 30, 1996


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

The State Bond Tax Exempt Fund (the "Fund") is the only investment portfolio of
State Bond Municipal Funds, Inc., which is registered under the Investment
Company Act of 1940, as amended, as an open-end diversified management
investment company. The primary investment objective of the Fund is to maximize
current income exempt from federal income taxes to the extent consistent with
the preservation of capital, with consideration given to the opportunity for
capital gains by investing in tax-exempt securities. The ability of the issuers
of the securities held by the Fund to meet their obligations may be affected by
economic developments in a specific state, industry or region.

ARM Financial Group, Inc. ("ARM") completed the acquisition of substantially all
of the assets and business operations of SBM Company ("SBM") on June 14, 1995.
As part of this acquisition, ARM Capital Advisors, Inc. ("ARM Capital
Advisors"), a subsidiary of ARM, assumed the responsibilities of SBM as manager
of the Fund. The Investment Advisory and Management Agreement between the Fund
and ARM Capital Advisors contains the same material terms and conditions
(including the fees payable to ARM Capital Advisors) as were contained in the
Fund's prior Investment Advisory and Management Agreement with SBM.

As part of the acquisition, ARM acquired all of the issued and outstanding
common stock of SBM Financial Services, Inc. ("SBM Financial Services"), the
Fund's distributor. Effective February 1, 1996, ARM Transfer Agency, Inc. ("ARM
Transfer Agency") replaced SBM Financial Services as transfer agent for the
Fund. ARM Transfer Agency assumed SBM Financial Services' responsibility
pursuant to a transfer agency agreement with the Fund. ARM Transfer Agency is a
wholly-owned subsidiary of ARM.

BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for investment companies.

                                      14
<PAGE>
 
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INVESTMENTS IN SECURITIES

Investment securities are stated at aggregate market values. Market valuations
are furnished by a pricing service approved by the Board of Directors. The
pricing service values portfolio securities which have remaining maturities of
more than 60 days from the date of valuation at quoted bid prices. Such
securities for which quotations are not readily available (which constitute a
majority of the Fund's portfolio securities) are valued at fair 60 days or less
and short-term securities are valued at amortized cost which approximates market
value. The procedures of the pricing service and its valuations are reviewed by
the officers of the Fund under the general supervision of the Board of
Directors.

Security transactions are accounted for on trade date, and interest income is
recorded on the accrual basis. Realized gains or losses from investment
transactions are determined on the basis of specific identification.

At June 30, 1996, net unrealized appreciation on a federal income tax basis was
$3,324,229, which is comprised of unrealized appreciation of $3,475,338 and
unrealized depreciation of $151,109 for tax purposes.

INCOME TAX STATUS AND RELATED MATTERS

The Fund complied with the requirements of the Internal Revenue Code applicable
to regulated investment companies and distributed its taxable net investment
income and net realized gains sufficient to relieve it from all, or
substantially all, federal income, excise, and state income taxes.

The Fund hereby designates $38,789 as capital gain dividends attributable to the
fiscal year ended June 30, 1996 for the purpose of the dividend paid deduction
on the Fund's federal income tax returns.

DISTRIBUTIONS TO SHAREHOLDERS

Exempt interest dividends from net investment income are declared daily and
distributed monthly. Distributions from taxable net realized investment gains,
if any, will be declared at least once a year. Dividends and distributions are
recorded on the ex-dividend date.

                                      15
<PAGE>
 
BOARD OF DIRECTORS


William B. Faulkner
President, William Faulkner & Associates, Inc.
Director, State Bond mutual funds

John Katz
Executive Vice President, Equitable Investment Corporation, retired 1991
Director, State Bond mutual funds

John R. Lindholm
Executive Vice President, ARM Financial Group, Inc.
Chairman, State Bond mutual funds

Chris L. Mahai
Senior Vice President, Strategic Integration, Star Tribune
Director, State Bond mutual funds

Theodore S. Rosky
Executive Vice President and Chief Financial Officer,
Providian Corporation, retired 1992
Director, State Bond mutual funds

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

                              INVESTMENT ADVISER
                          ARM Capital Advisors, Inc.

                              GENERAL DISTRIBUTOR
                         SBM Financial Services, Inc.
                          100 North Minnesota Street
                                  P.O. Box 69
                        New Ulm, Minnesota  56073-0069
                                1-800-328-4735

                                   CUSTODIAN
                       Investors Fiduciary Trust Company
                             Kansas City, Missouri

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

This report is intended for the general information of the shareholders of the
Fund.  It is not authorized for distribution to prospective investors unless
accompanied or preceded by the offering prospectus of the Fund, which contains
details of sales commissions and other information.


Catalog #001723(8/96)


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