VAM INSTITUTIONAL FUNDS INC
N-30D, 1999-01-19
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                             SEGALL BRYANT & HAMILL
                             GROWTH AND INCOME FUND












                               SEMI-ANNUAL REPORT
                                OCTOBER 31, 1998
<PAGE>
                  SEGALL BRYANT & HAMILL GROWTH AND INCOME FUND


December 7, 1998


Dear fellow Shareholder:

      For the six months  ending  October 30, 1998,  the Segall  Bryant & Hamill
Growth and Income Fund's total return at NAV was -5.15 percent. This compares to
the  performance of the S&P 500 Index of -.41 percent and the performance of the
Wilshire 5000 (a broader  representation  of the stock market) of -4.77% for the
same time period. The Fund's total return for the period October 1, 1997 through
September  30, 1998 was  22.01%.  Annualized  total  return  from  inception  on
September 7, 1995 through September 30, 1998 was 13.70%.

      Over the past six months,  the market has  exhibited  its highest level of
volatility  in over a decade.  In July,  the market hit new highs,  but by early
September and again in October corrected almost 20%. The market has since roared
back to new highs, as the Federal Reserve lowered interest rates three times, in
an attempt to ease the global  liquidity scare.  During this period,  the market
continued  to  display  the same  characteristics  as it has over the past  four
years- a handful of large capitalization stocks outperformed the broader market.
As of the end of the  third  quarter,  the  small to mid  capitalization  stocks
($300mln-$10bln in market capitalization) traded at relative valuation levels to
their large  capitalization  peers not seen since the bear market of 1973.  This
valuation  disparity has created an exceptional  opportunity  for investors that
are willing to `step up' and take advantage of the market's  mispricing of these
stocks.  We have and will  continue to focus on companies  that exhibit high and
sustainable Return on Invested Capital (ROI), combined with reasonable valuation
levels.  This disciplined  investment strategy has led us to concentrate more on
the mid capitalization tier of the market. Currently, the Fund has approximately
60% of its  assets  in  companies  that fall  within  the mid cap  range.  These
companies exhibit high ROI, superior growth rates and market position, but trade
at a discount  to large cap stocks.  Over the next three to five years,  we feel
this sector of the market will  outperform  larger  capitalization  stocks while
exhibiting lower risk levels.

      Our  outlook  for the  economy  is for  modest  growth  in 1999,  with low
inflation and possibly,  deflation in some markets.  Given this scenario,  it is
important to invest in companies  that can grow their  revenues in units instead
on relying on price increases.  The Fund is also positioned somewhat defensively
given  the   possibility  of  profit   shortfalls  in  earnings  due  to  margin
deterioration.

      Two examples of recent  purchases in the Fund are  ServiceMaster  and BJ's
Wholesale Club. ServiceMaster is one of the largest providers of residential and
supportive   management  services  to  individual   consumers,   businesses  and
institutions  nationwide.  Its market leading brands include  TruGreen-ChemLawn,
Terminix and American  Home Shield.  As the baby boom  generation  moves towards
retirement  and ownership of homes  increases,  demand for time saving  services
should  increase  dramatically.  ServiceMaster  provides  all types of  consumer
related  services  including lawn care, pest control and cleaning  service.  The
company also uses its strong cash flow to make `tuck-in'  acquisitions to expand
geographically  and  increase  its  service  offerings.   ServiceMaster  has  an
excellent growth record, it has grown its revenue and earnings at 18% and
<PAGE>
                  SEGALL BRYANT & HAMILL GROWTH AND INCOME FUND


19% respectively over the past twenty-five years. BJ's Wholesale Club operates a
chain of 84  membership  wholesale  clubs in the  eastern  United  States.  BJ's
charges its members an annual fee to shop at its stores, in return for which the
members get a 20% discount on items  purchased-  ranging from household items to
apparel.  BJ's has a relatively immature store base that should allow returns to
move up substantially as its stores attract new members.  BJ's is trading at 40%
discount to the largest competitor, but its returns and growth rates are higher.

      We remain confident that our selection  process will lead to above-average
results  over  time.  In  coming  months,  there  will  undoubtedly  be tests of
investors'  enthusiasm  for stocks,  which could produce  greater  volatility in
prices. Under these circumstances, we believe that the stocks we are emphasizing
will prove to be ones toward which  investors will gravitate.  In addition,  our
move away  from  large cap  stocks,  which  appear  overpriced,  should  benefit
shareholders  as midcap  stock  returns  move toward more  historical  valuation
levels.

We appreciate your continued support.



/s/ Ralph M. Segall                                      /s/ David P. Kalis

Ralph M. Segall, CFA                                      David P. Kalis, CFA

2
<PAGE>
                  SEGALL BRYANT & HAMILL GROWTH AND INCOME FUND


PORTFOLIO OF INVESTMENTS AT OCTOBER 31, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
Shares    COMMON STOCKS: 87.97%                                     Market Value
- --------------------------------------------------------------------------------

          ADVERTISING AGENCIES: 2.94%
3,500     The Interpublic Group of Companies, Inc..................   $ 204,750
                                                                      ---------
          COMMERCIAL BANKS  U.S.: 2.39%
2,200     Star Banc Corporation....................................     166,375
                                                                      ---------
          COMMERCIAL SERVICES: 2.25%
7,400     The ServiceMaster Company................................     156,325
                                                                      ---------
          COMPUTER SERVICES: 2.89%
3,500     Ceridian Corporation*....................................     200,813
                                                                      ---------
          COMPUTER SOFTWARE: 2.59%
1,700     Microsoft Corporation*...................................     179,988
                                                                      ---------
          CONSUMER PRODUCTS  MISCELLANEOUS: 2.38%
6,000     Blyth Industries, Inc.*..................................     165,750
                                                                      ---------
          DENTAL SUPPLIES AND EQUIPMENT: 1.11%
3,000     DENTSPLY International, Inc..............................      77,250
                                                                      ---------
          DIVERSIFIED MANUFACTURING: 3.80%
3,200     Applied Power, Inc.......................................      88,200
8,000     Littlefuse, Inc.*........................................     176,000
                                                                      ---------
                                                                        264,200
                                                                      ---------
          ELECTRIC  INTEGRATED: 1.67%
2,400     New Century Energies, Inc................................     115,950
                                                                      ---------
          ELECTRONICS: 3.92%
6,500     Methode Electronics, Inc.................................      99,938
5,281     Molex Incorporated  Class A.............................     172,623
                                                                      ---------
                                                                        272,561
                                                                      ---------
          FINANCIAL GUARANTEE INSURANCE: 2.18%
3,900     MGIC Investment Corporation..............................     152,100
                                                                      ---------

                                                                               3
<PAGE>
                  SEGALL BRYANT & HAMILL GROWTH AND INCOME FUND


PORTFOLIO OF INVESTMENTS AT OCTOBER 31, 1998 (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
Shares                                                              Market Value
- --------------------------------------------------------------------------------

          FOOD  RETAIL: 4.13%
 6,000    Safeway, Inc*............................................   $ 286,875
                                                                      ---------
          IDENTIFICATION SYSTEMS / DEVICES: 2.57%
 4,000    Symbol Technologies, Inc.................................     179,000
                                                                      ---------
          INSTRUMENTS  SCIENTIFIC: 3.03%
 2,500    The PerkinElmer Corporation.............................     210,781
                                                                      ---------
          INVESTMENT MANAGEMENT: 1.60%
 7,000    Security Capital Group Incorporated  Class B*...........     111,563
                                                                      ---------
          LIFE / HEALTH INSURANCE: 2.67%
 5,000    Protective Life Corporation..............................     185,313
                                                                      ---------
          MEDICAL  BIOMEDICAL GENETICS: 2.20%
 2,200    Biogen, Inc.*............................................     152,900
                                                                      ---------
          MEDICAL  DRUGS: 2.70%
 4,000    Abbott Laboratories......................................     187,750
                                                                      ---------
          MEDICAL INSTRUMENTS: 1.95%
 4,000    Biomet, Inc.*............................................     135,750
                                                                      ---------
          MEDICAL PRODUCTS: 2.93%
 2,500    Johnson & Johnson........................................     203,750
                                                                      ---------
          MULTILINE INSURANCE: 1.24%
 2,000    The Allstate Corporation.................................      86,125
                                                                      ---------
          OFFICE AUTOMATION AND EQUIPMENT: 2.79%
 2,000    Xerox Corporation........................................     193,750
                                                                      ---------
          OFFICE FURNISHINGS: 0.65%
 2,500    Steelcase, Inc.  Class A................................      45,000
                                                                      ---------

4
<PAGE>
                  SEGALL BRYANT & HAMILL GROWTH AND INCOME FUND


PORTFOLIO OF INVESTMENTS AT OCTOBER 31, 1998 (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
Shares                                                              Market Value
- --------------------------------------------------------------------------------

          OFFICE SUPPLIES AND FORMS: 4.76%
 3,700    Avery Dennison Corporation...............................   $ 153,318
 5,700    New England Business Service, Inc........................     177,412
                                                                      ---------
                                                                        330,730
                                                                      ---------
          OPERATIONS: 5.60%
 2,400    General Electric Company.................................     210,000
 2,800    Illinois Tool Works, Inc.................................     179,550
                                                                      ---------
                                                                        389,550
                                                                      ---------
          PIPELINES: 2.28%
 3,000    Enron Corp...............................................     158,250
                                                                      ---------
          PUBLISHING  NEWSPAPERS: 1.66%
 2,000    Tribune Company..........................................     115,250
                                                                      ---------
          RETAIL  BUILDING PRODUCTS: 5.73%
 5,000    Fastenal Company.........................................     180,625
 5,000    The Home Depot, Inc......................................     217,500
                                                                      ---------
                                                                        398,125
                                                                      ---------
          RETAIL  DISCOUNT: 2.40%
 7,000    Dollar General Corporation...............................     167,124
                                                                      ---------
          SUPER  REGIONAL BANKS  U.S.: 4.64%
 3,000    First Union Corporation..................................     174,000
 4,000    Norwest Corporation......................................     148,750
                                                                      ---------
                                                                        322,750
                                                                      ---------
          TELEPHONE  LONG DISTANCE: 1.59%
 2,000    MCI WORLDCOM, Inc........................................     110,500
                                                                      ---------
          TEXTILE APPAREL: 2.73%
11,000    Jones Apparel Group, Inc.*...............................     189,750
                                                                      ---------

          Total Common Stocks (cost $5,052,366)....................   6,116,648
                                                                      ---------

                                                                               5
<PAGE>
                  SEGALL BRYANT & HAMILL GROWTH AND INCOME FUND


PORTFOLIO OF INVESTMENTS AT OCTOBER 31, 1998 (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
Principal
 Amount     SHORT-TERM INVESTMENTS: 6.67%                           Market Value
- --------------------------------------------------------------------------------
$257,534    Star Treasury Fund.....................................  $  257,534
 750,000    U.S. Treasury Strips*..................................     206,419
                                                                      ---------

            Total Short-Term Investments (cost $425,393)...........     463,953
                                                                      ---------
            Total Investments in Securities
              (cost $5,477,759+): 94.64%...........................   6,580,601
            Liabilities in excess of Other Assets: 5.36%...........     372,492
                                                                      ---------
            TOTAL NET ASSETS: 100.0% ..............................   6,953,093
                                                                      =========

*  Non-incoming producing security.

+  At October 31,  1998,  the cost of  securities  for Federal tax  purposes was
   approximately  the same as the  basis  for  financial  reporting.  Unrealized
   appreciation and depreciation of securities were as follows:

            Gross unrealized appreciation..........................  $1,215,761
            Gross unrealized depreciation..........................    (112,919)
                                                                     ----------
            Net unrealized appreciation............................  $1,102,842
                                                                     ==========

See Notes to Financial Statements.

6
<PAGE>
                  SEGALL BRYANT & HAMILL GROWTH AND INCOME FUND


STATEMENT OF ASSETS AND LIABILITIES AT OCTOBER 31, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------

ASSETS
 Investments in securities, at market value
  (identified cost $5,477,759) (Note 1) .....................       $ 6,580,601
 Cash .......................................................             2,127
 Receivables:
    Fund shares sold ........................................            11,200
    Securities sold .........................................           371,377
    Dividends and interest ..................................             4,542
    Due from adviser ........................................             1,406
 Deferred organizational costs (Note 1) .....................            19,662
                                                                    -----------
      Total assets ..........................................         6,990,915

LIABILITIES
 Payables:
    Administration fee ......................................             2,548
    Distribution fees .......................................             6,525
    Other ...................................................            13,374
 Accrued expenses ...........................................            15,375
                                                                    -----------
      Total liabilities .....................................            37,822

NET ASSETS ..................................................       $ 6,953,093
                                                                    ===========
 NET ASSET VALUE, OFFERING PRICE AND REDEMPTION
  PRICE PER SHARE ($6,953,093/531,395) ......................       $     13.08
                                                                    ===========

COMPONENTS OF NET ASSETS
 Capital Stock - $.01 par value (Note 1) ....................       $     5,314
 Additional paid-in capital .................................         5,709,402
 Accumulated net investment loss ............................           (15,136)
 Undistributed net realized gain on investments .............           150,671
 Unrealized appreciation on investments .....................         1,102,842
                                                                    -----------
      Net assets ............................................       $ 6,953,093
                                                                    ===========

See Notes to Financial Statements.

                                                                               7
<PAGE>
                  SEGALL BRYANT & HAMILL GROWTH AND INCOME FUND


STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED OCTOBER 31, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------

INVESTMENT INCOME
 Income
 Dividends .......................................................    $  33,055
 Interest ........................................................        1,298
 Other ...........................................................       10,451
                                                                      ---------
      Total income ...............................................       44,804
                                                                      ---------
 Expenses
   Advisory fees .................................................       25,689
   Custodian and accounting fees .................................        5,848
   Distribution fees .............................................        8,563
   Administration fee (Note 3) ...................................        7,561
   Professionals' fees ...........................................        4,285
   Registration fees .............................................        2,554
   Reports to shareholders .......................................        1,025
   Transfer agent fees ...........................................        3,277
   Directors' fees ...............................................        1,151
   Amortization of organization costs (Note 2-D) .................        1,608
   Other .........................................................       14,634
                                                                      ---------
      Total expenses .............................................       76,195
      Less: expense reimbursement (Note 3) .......................      (16,255)
                                                                      ---------
      Net expenses ...............................................       59,940
         NET INVESTMENT LOSS .....................................      (15,136)

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
 Net realized loss from security transactions ....................     (115,806)
 Net change in unrealized appreciation of investments ............     (209,835)
                                                                      ---------
      Net realized and unrealized loss on investments ............     (325,641)
         NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ....    $(340,777)
                                                                      =========


See Notes to Financial Statements.

8
<PAGE>
                  SEGALL BRYANT & HAMILL GROWTH AND INCOME FUND


STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
                                                 Six Months            Year
                                                   Ended              Ended
                                              October 31, 1998*   April 30, 1998
- --------------------------------------------------------------------------------

OPERATIONS:
 Net investment loss .......................      $   (15,136)      $   (16,413)
 Net realized (loss) gain on investments ...         (115,806)          770,537
 Net change in unrealized appreciation of
  investments ..............................         (209,835)          800,826
                                                  -----------       -----------
    NET (DECREASE) INCREASE IN NET ASSETS
     RESULTING FROM OPERATIONS .............         (340,777)        1,554,950
                                                  -----------       -----------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
 Investment income - net:
   Class A .................................               --           (23,030)
 Net realized gains on investments:
   Class A .................................               --          (685,903)
    TOTAL DISTRIBUTIONS ....................               --          (708,933)
                                                  -----------       -----------
CAPITAL SHARE TRANSACTIONS (Note 4)
 Proceeds from sale of shares:
   Class A .................................          230,403         1,682,033
 Net asset value of shares issued in
  reinvestment of net investment income
  and net realized gain distributions:
   Class A .................................               --           696,385
 Payments for redemption of shares:
   Class A .................................               --        (1,136,892)
   Class B .................................               --          (201,605)
                                                  -----------       -----------
 Increase in net assets from capital
  shares transactions ......................          230,403         1,039,921
   TOTAL (DECREASE) INCREASE IN NET ASSETS .         (110,374)        1,885,938

NET ASSETS
 Beginning of period .......................        7,063,467         5,177,529
                                                  -----------       -----------
END OF PERIOD (including undistributed
  net investment income (loss) of
  $(15,136) and $0, respectively) ..........      $ 6,953,093       $ 7,063,467
                                                  ===========       ===========

* Unaudited.

See Notes to Financial Statements.

                                                                               9
<PAGE>
                  SEGALL BRYANT & HAMILL GROWTH AND INCOME FUND


FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
PER SHARE DATA (ROUNDED TO THE NEXT CENT) FOR A SHARE OF CAPITAL STOCK
OUTSTANDING AND SELECTED INFORMATION FOR EACH PERIOD ARE AS FOLLOWS:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                          Six Months           Year            Year           Period from
                                             Ended             Ended           Ended       Sept. 7, 1995* to
                                        April 30, 1998#   April 30, 1998   April 30, 1997    April 30, 1998
- ------------------------------------------------------------------------------------------------------------
<S>                                         <C>               <C>               <C>               <C>
Net asset value, beginning of period .....  $13.79            $12.05            $11.24            $10.00
                                            ------            ------            ------            ------
Operations:
 Net investment (loss) income ............   (0.03)            (0.03)             0.08              0.02
 Net realized and unrealized (loss)
  gain on investments ....................   (0.68)             3.48              1.13              1.24
                                            ------            ------            ------            ------
     Total from operations ...............   (0.71)             3.45              1.21              1.26
                                            ------            ------            ------            ------
Distributions to shareholders:
 From net investment income ..............      --             (0.06)            (0.05)            (0.02)
 From net realized gains .................      --             (1.65)            (0.35)               --
                                            ------            ------            ------            ------
     Total from distributions ............      --             (1.71)            (0.40)            (0.02)
                                            ------            ------            ------            ------

Net asset value, end of period ...........  $13.08            $13.79            $12.05            $11.24
                                            ======            ======            ======            ======

Total investment return(b) ...............   (5.15%)           30.39%            10.89%            12.64%

Net assets, end of period (millions) .....  $  7.0            $  7.1            $  5.0            $  4.0

Ratios:
Expenses to average net assets(c) ........    1.75%(a)          1.75%             1.86%             1.98%(a)
Expenses to average net assets
  (net of expenses paid indirectly) ......    1.75%(a)          1.75%             1.75%             1.75%(a)
Net investment income (loss) to
 average net assets ......................   (0.44%)(a)        (0.28%)            0.76%             0.36%(a)
  Assuming no voluntary waivers and
  reimbursement and expense reductions(d)
     Expenses ............................    2.24%(a)          2.39%             2.58%             2.97%(a)
     Net investment (loss) income ........   (0.92%)(a)        (0.92%)            0.04%            (0.63%)(a)
Portfolio turnover rate
  (excluding short-term securities) ......    36.5%            104.5%            108.0%             56.1%
</TABLE>
 *  Commencement of operations.
 #  Unaudited.
(a) Adjusted to an annual basis.
(b) Total investment return is based on the change in net asset value of a share
    during the period and assumes  reinvestment  of  distributions  at net asset
    value.
(c) The expense  ratio  reflects the effect of gross  expenses  attributable  to
    earnings credits on uninvested cash balances received by the Fund. (d) Prior
    to the year ended April 30, 1997,  the ratios  reflect the most  restrictive
    state limitation in effect.

See Notes to Financial Statements.

10
<PAGE>
                  SEGALL BRYANT & HAMILL GROWTH AND INCOME FUND


NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The Segall,  Bryant & Hamill Growth and Income Fund (the "Fund"), a series
within VAM Institutional Funds, Inc., is registered under the Investment Company
Act of  1940  (as  amended)  as a  diversified  open-end  management  investment
company.  The  Fund's  investment  objective  is growth of  capital.  The Fund's
secondary  objective  is  current  income.  The  Fund  seeks  to  achieve  these
objectives  by investing in a  diversified  portfolio  of  securities  including
common stock, preferred stock, bonds,  convertible securities,  and warrants and
rights to purchase common stock.

      On April 30, 1997, the Fund reorganized by transferring  substantially all
of its assets to a new series of VAM  Institutional  Funds,  Inc. Prior to April
30,  the Fund was a series  of  Voyageur  Mutual  Funds  III,  Inc.  The  Fund's
investment  objective  was not  changed as a result of the  reorganization.  The
financial history of the Fund continued from the prior series of Voyageur Mutual
Funds III, Inc. to the new series of VAM Institutional Funds, Inc.

      Pursuant to its articles of incorporation,  Voyageur  Institutional Funds,
Inc. has 10 trillion shares of authorized capital stock that may be issued.

      The significant  accounting policies followed by the Fund is summarized as
follows:

      A.    USE  OF  ESTIMATES
            The preparation of financial statements in conformity with generally
            accepted accounting principles requires management to make estimates
            and  assumptions  that  affect  the  reported  amounts of assets and
            liabilities  and disclosure of contingent  assets and liabilities at
            the date of the financial statements and the reported amounts of net
            increases (decreases) in net assets resulting from operations during
            the  reporting  period.  Actual  results  could  differ  from  those
            estimates.

      B.    INVESTMENTS IN SECURITIES
            Investments  in  securities  traded  on  national  or  international
            securities  exchanges  are  valued at the last  sales  price on that
            exchange;  securities  traded  in the  over-the-counter  market  and
            listed  securities  for which no sale was reported on the  valuation
            date are  valued on the basis of the last  current  bid  price.  The
            values of fixed income  securities  are  determined by using pricing
            services  or  prices  quoted by  independent  brokers.  When  market
            quotations   are  not  readily   available,   or  in  certain  other
            circumstances,  securities  are  valued at fair value  according  to
            methods   selected  in  good  faith  by  the  Board  of   Directors.
            Investments in short-term securities with maturities of more than 60
            days from the valuation  date are valued at the last bid price or at
            fair value as determined by a pricing service  approved by the Board
            of Directors.  Short-term securities with maturities of less than 60
            days are valued at amortized cost which approximates market value.

            Security  transactions  are  accounted  for on trade date.  Realized
            gains and  losses  are  calculated  on the  identified  cost  basis.
            Dividend  income is recognized  on the  ex-dividend  date.  Interest
            income,  including level-yield amortization of premium and discount,
            is accrued daily.

                                                                              11
<PAGE>
                  SEGALL BRYANT & HAMILL GROWTH AND INCOME FUND


NOTES TO FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
      C.    FEDERAL TAXES
            The Fund's policy is to comply with the requirements of the Internal
            Revenue Code  applicable  to regulated  investment  companies and to
            distribute all of its taxable income to shareholders in amounts that
            will avoid or minimize federal income or excise taxes for the Fund.

            Net  investment  income (loss) and net realized  gains  (losses) may
            differ for financial statement and tax purposes primarily because of
            losses  deferred for tax  purposes due to "wash sale"  transactions.
            The  character  of  distributions  made  during  the  year  from net
            investment  income or net  realized  gains  may  differ  from  their
            ultimate characterization for federal income tax purposes. Also, due
            to the timing of  dividend  distributions,  the fiscal year in which
            amounts are distributed may differ from the year the that the income
            or realized gains (losses) were recorded by the Fund.

      D.    DISTRIBUTIONS TO SHAREHOLDERS
            Distributions to shareholders  from net investment  income,  if any,
            are declared and paid annually.  Net realized capital gains, if any,
            are also distributed annually. All distributions are payable in cash
            or reinvested in additional shares of each Fund.

      E.    ORGANIZATIONAL COSTS
            Organizational  costs of the Fund are being amortized over 60 months
            on a straight-line basis.

NOTE 2 - EXPENSES AND SALES CHARGES

      The  Fund  has  an  investment  advisory  agreement  with  Voyageur  Asset
Management LLC (Voyageur).  Under the investment  advisory  agreement,  Voyageur
provides the Fund with office facilities,  equipment and personnel, and monitors
the performance of various  organizations  performing services for the Fund. The
investment  advisory  agreement provides for the payment on a monthly basis of a
fee equal to an annual  rate of .75% of the  Fund's  average  daily net  assets.
Investment  decisions  for the Fund are made and  executed  by  Segall  Bryant &
Hamill, the Fund's  sub-adviser.  Voyageur pays Segall Bryant & Hamill for their
services a sub-advisory fee equal to .75% of average daily net assets.  The Fund
paid no direct fees to the sub-adviser.

      In addition to the advisory fee, the Fund is  responsible  for paying most
other  operating  expenses  including  outside  directors'  fees  and  expenses,
custodian fees,  registration fees, printing and shareholder reports,  legal and
auditing fees and other miscellaneous expenses.

      The Fund had a distribution  agreement  under Rule 12b-1 of the Investment
Company Act of 1940.  Under this plan, the Fund pays a monthly  distribution fee
at an annual rate of .25% of the Fund's average daily net assets.

      Voyageur and Segall,  Bryant & Hamill have  voluntarily  agreed to pay all
expenses (excluding fees paid indirectly,  stock transfer fees, taxes,  interest
and  brokerage  commissions)  which  exceed  1.75% of average  daily net assets.
During the six months  ended  October 31, 1998,  Voyageur  and Segall,  Bryant &
Hamill voluntarily absorbed $16,255 for the Fund.

12
<PAGE>
NOTES TO FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
NOTE 3 -  INVESTMENT SECURITIES TRANSACTIONS

      Cost of purchases and proceeds from sales of investment  securities (other
than short-term  securities)  aggregated  $2,336,586 and $2,337,939 for the Fund
during the six months ended October 31, 1998.

NOTE 4 -  CAPITAL STOCK

      Transactions in shares during the periods shown were as follows:

                                               Six Months             Year
                                                 Ended                Ended
                                            October 31, 1998      April 30, 1998
- --------------------------------------------------------------------------------
Shares sold ...............................      44,800              129,913
Shares reinvested .........................          --               56,617
Shares redeemed ...........................     (64,113)            (102,278)
                                                -------             --------

Increase in shares outstanding ............     (19,313)              82,252
                                                =======             ========


                                                                              13
<PAGE>

                                     ADVISOR

                          Voyageur Asset Management LLC
                                 90 South Street
                          Minneapolis, Minnesota 55402

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

                                   SUB-ADVISOR

                             Segall Bryant & Hamill
                        10 South Wacker Drive, Suite 2150
                             Chicago, Illinois 60606

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

                                    CUSTODIAN

                                 Star Bank, N.A.
                           425 Walnut Street, M/L 6118
                             Cincinnati, Ohio 45202


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

                                 TRANSFER AGENT

                             American Data Services
                                  P.O. Box 5536
                         Hauppauge, New York 11788-0132


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