<PAGE>
File Numbers 33-12047 and 811-5027
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment Number
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Post-Effective Amendment Number 9
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment Number 9
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(Check appropriate box or boxes)
MIMLIC CASH FUND, INC.
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(Exact name of Registrant as Specified in Charter)
400 ROBERT STREET NORTH, ST. PAUL, MINNESOTA 55101
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(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (612) 223-4239
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ERIC J. BENTLEY, 400 ROBERT STREET NORTH, ST. PAUL, MINNESOTA 55101
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(Name and Address of Agent for Service)
Copy to:
Michael J. Radmer, Esquire
Dorsey & Whitney P.L.L.P.
220 South Sixth Street
Minneapolis, Minnesota 55402-1498
APPROXIMATE DATE OF PROPOSED OFFERING: As soon as practicable after this
Registration Statement becomes effective.
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)
immediately upon filing pursuant to paragraph (b)
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X On February 1, 1996 pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of Rule 485.
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IF APPROPRIATE, CHECK THE FOLLOWING BOX:
this post-effective amendment designates a new effective date
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for a previously filed post-effective amendment.
Pursuant to Regulation 270.24f-2 under the Investment Company Act of 1940,
Registrant has previously elected to register an indefinite number of its common
shares under the Securities Act of 1933. The Rule 24f-2 Notice for Registrant's
most recent fiscal year was filed November 28, 1995.
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MIMLIC CASH FUND, INC.
Registration Statement on Form N-1A
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CROSS REFERENCE SHEET
Pursuant to Rule 481(a)
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ITEM NO. PROSPECTUS HEADING
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1. Cover Page . . . . . . . . . . . . . . . . Cover Page
2. Synopsis . . . . . . . . . . . . . . . . . Fees and Expenses
3. Condensed Financial Information . . . . . Condensed Financial
Information; Investment
Performance
4. General Description of Registrant . . . . Investment Objectives and
Policies; Investment
Restrictions; Risks of
Investing in the Fund;
Management of the Fund;
General Information
5. Management of the Fund . . . . . . . . . . Management of the Fund;
Limitation of Director
Liability; General Information
6. Capital Stock and Other Securities . . . . Dividends; Taxes; General
Information
7. Purchase of Securities Being Offered . . . Purchase of Fund Shares
8. Redemption or Repurchase . . . . . . . . . Redemption of Fund Shares
9. Pending Legal Proceedings . . . . . . . . Not Applicable
STATEMENT OF ADDITIONAL
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ITEM NO. INFORMATION HEADING
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10. Cover Page . . . . . . . . . . . . . . . . Cover Page
11. Table of Contents . . . . . . . . . . . . Table of Contents
12. General Information and History . . . . . Not Applicable
13. Investment Objectives and Policies . . . . Investment Objectives and
Policies; Investment
Restrictions
14. Management of the Fund . . . . . . . . . . Directors and Executive
Officers; Director Liability
15. Control Persons and Principal Holders
of Securities . . . . . . . . . . . . . . Capital Stock and Ownership of
Shares
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16. Investment Advisory and Other Services . . Investment Advisory and Other
Services
17. Brokerage Allocation . . . . . . . . . . . Portfolio Transactions and
Brokerage
18. Capital Stock and Other Securities . . . . Capital Stock and Ownership of
Shares
19. Purchase, Redemption and Pricing
of Securities Being Offered . . . . . . . Shareholder Services;
Redemptions; Amortized Cost
Method of Portfolio Valuation
20. Tax Status . . . . . . . . . . . . . . . . Distributions and Tax Status
21. Underwriters . . . . . . . . . . . . . . . Investment Advisory and Other
Services
22. Calculation of Performance Data . . . . . Calculation of Performance
Data
23. Financial Statements . . . . . . . . . . . Financial Statements
<PAGE>
PART A. INFORMATION REQUIRED IN A PROSPECTUS
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<PAGE>
PROSPECTUS
MIMLIC CASH FUND, INC.
400 Robert Street North
St. Paul, Minnesota 55101
(612) 223-4239
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MIMLIC Cash Fund, Inc. (the "Fund") is a "no-load" mutual fund seeking
a high level of current income consistent with preservation of capital and
maintenance of liquidity. The Fund invests exclusively in debt securities
maturing in 397 calendar days or less from the date of acquisition by the Fund.
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.
Shares of the Fund are not offered to the general public. They are
sold only to persons who have previously entered into investment advisory
agreements (the "Advisory Clients") directly with the Fund's investment adviser
or with other affiliated investment advisers (the "Qualifying Advisers"), and
may be purchased only with funds managed by the Qualifying Advisers. No
investment advisory fee or other expenses, except custodian fees and brokerage
commissions (if any), are charged to the Fund. Other than custodian fees and
brokerage commissions, expenses associated with the Fund's operations and the
registration and sale of its shares are assumed by the Fund's investment adviser
or by its underwriter.
This Prospectus concisely describes the information which you ought to
know before investing. Please read it carefully and keep it for future
reference.
A Statement of Additional Information about the Fund dated February 1,
1996 is available free of charge. Write to MIMLIC Sales Corporation ("MIMLIC
Sales"), 400 Robert Street North, St. Paul, Minnesota 55101, or telephone (612)
223-4239. The Statement has been filed with the Securities and Exchange
Commission and is incorporated by reference in this Prospectus.
Shares of the Fund are offered for sale by MIMLIC Sales. There is no
sales charge. MIMLIC Sales is a subsidiary of The Minnesota Mutual Life
Insurance Company ("Minnesota Mutual").
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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.
Dated February 1, 1996
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FEES AND EXPENSES
The purpose of this table is to assist the investor in understanding
the various costs and expenses that an investor in the Fund will bear directly
or indirectly.
Shareholder Transaction Expenses
Maximum sales load imposed on purchases (as a
percentage of offering price). . . . . . . . . . . 0%
Sales load imposed on reinvested dividends. . . . . . . 0
Redemption fees . . . . . . . . . . . . . . . . . . . 0
Annual Fund Operating Expenses
(as a percentage of average net assets)
Investment advisory fees. . . . . . . . . . . . . . . . 0%
Other expenses. . . . . . . . . . . . . . . . . . . . . .10%
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Total Fund Operating Expenses. . . . . . . . . . . . . . . . .10%
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Example
An investor would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return and (2) redemption at the end of each time period.
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$1 $3 $6 $13
The example contained in the table should not be considered a
representation of past or future expenses. Actual expenses may be greater or
less than those shown.
Because shares of the Fund will be sold only to the Advisory Clients,
and may be purchased only with funds managed by the Qualifying Advisers for the
Advisory Clients, the Fund pays no advisory fee. In addition, Advantus Capital
pays all expenses of the Fund, except custodian fees, brokerage commissions and
those expenses expressly assumed by the Fund's underwriter.
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FINANCIAL HIGHLIGHTS
The following table shows important financial information for evaluating the
Fund's results. This information has been audited by KPMG Peat Marwick LLP,
independent auditors.
<TABLE>
<CAPTION>
Period from
November 1,
Year ended 1993 to Years ended October 31,
September 30, September 30, --------------------------------
1995 1994 (a) 1993 1992 1991
---------- ------------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period.......... $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
---------- ------------- ------- ------- --------
Income from investment operations:
Net investment income..................... 0.0571 0.0342 0.0320 0.0402 0.0638
---------- ------------- ------- ------- --------
Total from investment operations........ 0.0571 0.0342 0.0320 0.0402 0.0638
---------- ------------- ------- ------- --------
Less distributions:
Dividends from net investment income...... (0.0571) (0.0342) (0.0320) (0.0402) (0.0638)
---------- ------------- ------- ------- --------
Total distributions..................... (0.0571) (0.0342) (0.0320) (0.0402) (0.0638)
---------- ------------- ------- ------- --------
Net asset value, end of period................ $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
---------- ------------- ------- ------- --------
---------- ------------- ------- ------- --------
Total return (c) ............................. 5.87% 3.49%(d) 3.25% 4.10% 6.57%
Net assets, end of period (in thousands) ..... $10,922 $12,316 $16,927 $21,047 $32,691
Ratio of expenses to average daily
net assets (f)............................ 0.10% 0.08%(g) 0.07% 0.06% 0.08%
Ratio of net investment income to
average daily net assets (f) ............. 5.71% 3.68%(g) 3.20% 4.12% 6.21%
Period from
August 14,
Years ended October 31, 1987 (b) to
------------------------------------ October 31,
1990 1989 1988 1987
------- ------- ------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period.......... $1.0000 $1.0000 $1.0000 $1.0000
------- ------- ------- ------------
Income from investment operations:
Net investment income..................... 0.0818 0.0902 0.0569 0.0100
------- ------- ------- ------------
Total from investment operations........ 0.0818 0.0902 0.0569 0.0100
------- ------- ------- ------------
Less distributions:
Dividends from net investment income...... (0.0818) (0.0902) (0.0569) (0.0100)
------- ------- ------- ------------
Total distributions..................... (0.0818) (0.0902) (0.0569) (0.0100)
------- ------- ------- ------------
Net asset value, end of period................ $1.0000 $1.0000 $1.0000 $1.0000
------- ------- ------- ------------
------- ------- ------- ------------
Total return (c) ............................. 8.49% 9.40% 5.85% 1.04%(e)
Net assets, end of period (in thousands) ..... $21,452 $21,865 $10,328 $150
Ratio of expenses to average daily
net assets (f)............................ 0.09% 0.13% 0.13% --
Ratio of net investment income to
average daily net assets (f) ............. 8.18% 8.98% 7.68% 5.84%(g)
</TABLE>
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(a) During 1994, the Fund changed its fiscal year end from October 31 to
September 30.
(b) The inception of the Fund was January 26, 1987. However, the Fund's
shares did not become effectively registered under the Securities Act of
1933 until August 14, 1987. Financial highlights are not presented for
the period from January 26, 1987 to August 13, 1987 as the Fund's shares
were not registered during that period.
(c) Total return figures are based on a share outstanding throughout the
period and assumes reinvestment of distributions at net asset value.
(d) Total return is presented for the period from November 1, 1993 to
September 30, 1994.
(e) Total return is presented for the period from August 14, 1987, commencement
of operations, to October 31, 1987.
(f) The Fund's Adviser voluntarily absorbed $215 and $2,115 in expenses for the
years ended October 31, 1989 and 1988, respectively. If the Fund had been
charged for these expenses the ratio of expenses to average daily net
assets would have been .13% and .17%, respectively, and the ratio of net
investment income to average daily net assets would have been 8.98% and
7.64%, respectively. The Fund did not begin to accrue expenses until
August 31, 1988.
(g) Adjusted to an annual basis.
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<PAGE>
INVESTMENT PERFORMANCE
From time to time the Fund advertises its "current yield" and
"effective yield." Both yield figures are based on historical earnings, show
the performance of a hypothetical investment, and are not intended to indicate
future performance. The "current yield" of the Fund refers to the income
generated by an investment in the Fund over a seven-day period (which period
will be stated in the advertisement). 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" 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 higher than the "current yield"
because of the compounding effect of this assumed reinvestment. "Current yield"
and "effective yield" will vary based upon, among other things, changes in
market conditions, the level of interest rates and the level of the Fund's
expenses.
For additional information regarding the calculation of yield see the
Statement of Additional Information.
INVESTMENT OBJECTIVES AND POLICIES
MIMLIC Cash Fund, Inc. is a mutual fund designed to meet the short-
term investment needs of the Advisory Clients by seeking a high level of current
income to the extent consistent with preservation of capital and maintenance of
liquidity. This investment objective of the Fund may not be changed without the
approval of a majority of the outstanding shares of the Fund. The Fund's other
investment policies may be changed at any time without shareholder approval,
although shareholders will be notified of those changes.
The Fund plans to achieve its objective by pooling daily the Advisory
Clients' cash available for short-term investment and investing in a diversified
portfolio of money market instruments. There can be no assurance that the Fund
will achieve its objective.
The Fund is subject to the investment restrictions of Rule 2a-7 under
the Investment Company Act of 1940, as amended (the "1940 Act"), in addition to
its other policies and restrictions discussed below. Pursuant to Rule 2a-7, the
Fund is required to invest exclusively in securities that mature within 397 days
from the date of purchase and to maintain an average weighted maturity of not
more than 90 days. Rule 2a-7 also requires that all investments by the Fund be
limited to United States dollar-denominated investments that (a) present
"minimal credit risk" and (b) are at the time of acquisition "Eligible
Securities." Eligible Securities include, among others, securities that are
rated by two Nationally Recognized Statistical Rating Organizations ("NRSROs")
in one of the two highest categories for short-term debt obligations, such as
A-1 or A-2 by Standard & Poor's Corporation, or Prime-1 or Prime-2 by Moody's
Investors Service, Inc.
Rule 2a-7 also requires, among other things, that the Fund may not
invest, other than in United States "Government securities" (as defined in the
1940 Act), (a) more than 5% of its total assets in Second Tier Securities (i.e.,
Eligible Securities that are not rated by two NRSROs
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<PAGE>
in the highest category such as A-1 and Prime-1) and (b) more than the greater
of 1% of its total assets or $1,000,000 in Second Tier Securities of any one
issuer. The Fund's present practice is not to purchase any Second Tier
Securities.
Subject to these limitations, the Fund will invest in a managed
portfolio of money market instruments as follows:
- Obligations issued or guaranteed as to principal or interest by the
United States Government, or any agency or authority controlled or
supervised by and acting as an instrumentality of the United States
Government pursuant to authority granted by Congress.
- Obligations (including certificates of deposit and bankers
acceptances) of United States banks, savings and loan associations and
savings banks which at the date of the investment have total assets (as of
the date of their most recent annual financial statements) of not less than
$2 billion; U.S. dollar denominated obligations of Canadian chartered
banks, London branches of United States banks, and United States branches
or agencies of foreign banks if such banks meet the above-stated asset size
(see "Risks of investing in the Fund"); and obligations of any United
States banks, savings and loan associations and savings banks, regardless
of the amount of their total assets, provided that the amount of the
obligations does not exceed $100,000 for any one United States bank,
savings and loan association or savings bank and the payment of the
principal is insured by the Federal Deposit Insurance Corporation.
- Obligations of the International Bank for Reconstruction and
Development.
- Commercial paper (including variable amount master demand notes)
issued by United States limited partnerships, corporations or affiliated
foreign corporations.
- Other corporate debt obligations that at the time of issuance were
long-term securities, but that have remaining maturities of 397 calendar
days or less.
- Repurchase agreements with respect to any of the foregoing
obligations.
- Forward purchase arrangements committing the Fund to purchase any of
the foregoing obligations at an agreed upon price and future date.
By limiting the maturity of its investments as described above, the
Fund seeks to lessen the changes in the value of its assets caused by market
factors. The Fund intends to maintain a constant net asset value of $1.00 per
share, but there can be no assurance it will be able to do so.
U.S. Government obligations are bills, certificates of indebtedness,
notes and bonds issued or guaranteed as to principal or interest by the United
States or by agencies or authorities controlled or supervised by and acting as
instrumentalities of the U.S. Government established under the authority granted
by Congress, including, but not limited to, the Government National Mortgage
Association, the Export-Import Bank, the Student Loan Marketing Association, the
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<PAGE>
U.S. Postal Service, the Tennessee Valley Authority, the Bank for Cooperatives,
the Farmers Home Administration, the Federal Home Loan Bank, the Federal
Financing Bank, the Federal Intermediate Credit Banks, the Federal Land Banks,
the Farm Credit Banks and the Federal National Mortgage Association. Some
obligations of U.S. Government agencies, authorities and other instrumentalities
are supported by the full faith and credit of the U.S. Treasury, such as
securities of the Government National Mortgage Association and the Export-Import
Bank; others by the right of the issuer to borrow from the Treasury, such as
securities of the Student Loan Marketing Association, the Federal Financing Bank
and the U.S. Postal Service; and others only by the credit of the issuing
agency, authority or other instrumentality, such as securities of the Federal
Home Loan Bank and the Federal National Mortgage Association.
Securities issued or guaranteed as to principal and interest by the
United States Government may also be acquired in the form of custodial receipts
that evidence ownership of future interest payments, principal payments or both
on certain United States Treasury notes or bonds. Such notes and bonds are held
in custody by a bank on behalf of the owners. These custodial receipts are
known by various names, including "Treasury Receipts," "Treasury Investment
Growth Receipts" ("TIGR's") and "Certificates of Accrual on Treasury Securities"
("CATS"). The Fund may also invest in separately traded principal and interest
components of securities issued or guaranteed by the United States Treasury.
The principal and interest components of selected securities are traded
independently under the Separate Trading of Registered Interest and Principal of
Securities program ("STRIPS"). Under the STRIPS program, the principal and
interest components are individually numbered and separately issued by the U.S.
Treasury at the request of depository financial institutions, which then trade
the component parts independently.
Custodial receipts (including Treasury Receipts, TIGR's and CATS) and
STRIPS are sold on a yield basis which represents a compounded rate of return
(bond equivalent yield). The amount of discount therefore depends upon the
maturity of the custodial receipt or STRIP--the longer the maturity the deeper
the discount. Certain of these instruments are available in maturities as long
as thirty years, but the Fund will purchase custodial receipts and STRIPS only
where the time remaining to maturity does not exceed one year. Although these
instruments provide certainty as to the amount and timing of cash flows, the
rate of return on a custodial receipt or STRIP is guaranteed only if it is held
to maturity. There is no income (or reinvestment decision) between the purchase
date and maturity inasmuch as each custodial receipt or STRIP represents a
single interest (coupon) or principal component of an underlying U.S. Treasury
obligation, payable at maturity. A secondary market exists for custodial
receipts and STRIPS, and such instruments are generally thought to be liquid.
Variable amount master demand notes refer to short-term, unsecured
promissory notes issued by corporations to finance short-term credit needs.
They allow the investment of fluctuating amounts by the Fund at varying market
rates of interest pursuant to direct arrangements between the Fund, as lender,
and the borrower. Variable amount master demand notes permit a series of short-
term borrowings under a single note. The lender has the right to increase the
amount under the note at any time up to the full amount provided by the note
agreement. Both the lender and the borrower have the right to reduce the amount
of outstanding indebtedness at any time. Because variable amount master demand
notes are direct lending
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<PAGE>
arrangements between the lender and borrower, it is not generally contemplated
that such instruments will be traded and there is no secondary market for the
notes. Typically, agreements relating to such notes provide that the lender
shall not sell or otherwise transfer the note without the borrower's consent.
Thus, variable amount master demand notes are illiquid assets. Such notes
provide that the interest rate on the amount outstanding varies on a daily basis
depending upon a stated short-term interest rate barometer. The Fund's
investment adviser will monitor the creditworthiness of the borrower throughout
the term of the variable amount master demand note.
Repurchase agreements are agreements by which the Fund purchases a
security and obtains a simultaneous commitment from the seller (a member bank of
the Federal Reserve System or, if permitted by law or regulation and if the
Board of Directors of the Fund has evaluated its creditworthiness through
adoption of standards of review or otherwise, a securities dealer) to repurchase
the security at an agreed upon price and date. The resale price is in excess of
the purchase price and reflects an agreed upon market rate unrelated to the
coupon rate on the purchased security. Such transactions afford the Fund the
opportunity to earn a return on temporarily available cash. While the
underlying security may be a bill, certificate of indebtedness, note or bond
issued by an agency, authority or instrumentality of the United States
Government, the obligation of the seller is not guaranteed by the U.S.
Government. See "Risks of Investing in the Fund."
Forward commitments are arrangements by which the Fund agrees to
purchase a security at a fixed price on a specified future date. Delivery of
and payment for the security normally takes place 15 to 45 days after the date
of the commitment. Such arrangements might be entered into, for example, when
the Fund anticipates a decline in the yield of securities of a certain issuer
and is able to obtain a higher yield by committing currently to purchase such
securities to be issued at a later date. The Fund may enter into forward
commitments if it holds, and maintains until the settlement date in a segregated
account, cash or high-grade, short-term debt obligations in an amount sufficient
to meet the purchase price. Forward commitments involve a risk of loss if the
value of the security to be purchased declines prior to the settlement date,
which risk is in addition to the risk of decline in value of the Fund's other
assets. Although the Fund generally enters into forward commitments with the
intention of acquiring the security for its portfolio, the Fund may dispose of a
commitment prior to settlement if its investment adviser deems it appropriate to
do so. No more than 5% of the Fund's total assets may be subject to forward
commitments. Moreover, the Fund will not enter into forward commitments if and
to the extent such investments would, as determined by the Fund's investment
adviser, materially increase the risk of a significant deviation in the Fund's
net asset value per share. See "Amortized Cost Method of Portfolio Valuation"
in the Statement of Additional Information.
The Fund may also enter into reverse repurchase agreements with
respect to any of the foregoing obligations. Reverse repurchase agreements are
the counterparts of repurchase agreements, by which the Fund sells a security
and agrees to repurchase the security from the buyer at an agreed upon price and
future date. Because certain of the incidents of ownership of the security are
retained by the Fund, reverse repurchase agreements may be considered a form of
borrowing by the Fund from the buyer, collateralized by the security. The Fund
uses the proceeds of a reverse repurchase agreement to purchase other money
market securities either maturing, or under an agreement to resell, at a date
simultaneous with or prior to the expiration of the reverse
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<PAGE>
repurchase agreement. The Fund utilizes reverse repurchase agreements when the
interest income to be earned from investment of the proceeds of the reverse
repurchase transaction exceeds the interest expense of the transaction.
ILLIQUID SECURITIES AND RULE 144A PAPER--The Fund is permitted to
invest up to 10% of its net assets in illiquid investments. See "Investment
Restrictions," below. An investment is generally deemed to be "illiquid" if it
cannot be disposed of within seven days in the ordinary course of business at
approximately the amount at which the investment company is valuing the
investment. "Restricted securities" are securities which were originally sold
in private placements and which have not been registered under the Securities
Act of 1933 (the "1933 Act"). Such securities generally have been considered
illiquid by the staff of the Securities and Exchange Commission (the "SEC"),
since such securities may be resold only subject to statutory restrictions and
delays or if registered under the 1933 Act.
The SEC has acknowledged, however, that a market exists for certain
restricted securities (for example, securities qualifying for resale to certain
"qualified institutional buyers" pursuant to Rule 144A under the 1933 Act).
Additionally, Advantus Capital and the Fund believe that a similar market exists
for commercial paper issued pursuant to the private placement exemption of
Section 4(2) of the 1933 Act. The Fund may invest without limitation in these
forms of restricted securities if such securities are deemed by Advantus Capital
to be liquid in accordance with standards established by the Fund's Board of
Directors. Under these guidelines, Advantus Capital must consider (a) the
frequency of trades and quotes for the security, (b) the number of dealers
willing to purchase or sell the security and the number of other potential
purchasers, (c) dealer undertakings to make a market in the security, and (d)
the nature of the security and the nature of the marketplace trades (for
example, the time needed to dispose of the security, the method of soliciting
offers and the mechanics of transfer). At the present time, it is not possible
to predict with accuracy how the markets for certain restricted securities will
develop. Investing in restricted securities could have the effect of increasing
the level of the Fund's illiquidity to the extent that qualified purchasers of
the securities become, for a time, uninterested in purchasing these securities.
See the Statement of Additional Information for more information on
the Fund's investment policies, including additional descriptions of money
market obligations and ratings.
PORTFOLIO TURNOVER
The Fund, consistent with its investment objective, attempts to
maximize yield through portfolio trading. This may involve selling portfolio
instruments and purchasing different instruments to take advantage of
disparities of yields in different segments of the high grade money market or
among particular instruments within the same segment of the market. As a
result, the Fund may have significant portfolio turnover. There usually is no
brokerage commissions paid by the Fund for such purchases since such securities
are purchased on a net basis. Since securities with maturities of less than one
year are excluded from required portfolio turnover rate calculations, the Fund's
portfolio turnover rate for reporting purposes is zero.
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<PAGE>
INVESTMENT RESTRICTIONS
The Fund has certain investment restrictions, set forth in their
entirety in the Statement of Additional Information, some of which are
fundamental policies and may not be changed without the approval of the holders
of a majority of the outstanding shares of the Fund. The Fund will not:
- Purchase any security (other than securities issued or guaranteed by
the United States Government, its agencies or instrumentalities) if, as a
result, more than 5% of the Fund's total assets would be invested in
securities of a single issuer.
- Purchase any security if, as a result, more than 25% of the Fund's
total assets would be invested in the securities of issuers conducting
their principal business activities in a single industry; provided that (a)
telephone, gas, and electric public utilities are each regarded as separate
industries and (b) United States banks, savings and loan associations,
savings banks, and finance companies are each regarded as separate
industries for the purpose of this limitation. There are no limitations
with respect to the concentration of investments in securities issued or
guaranteed by the United States Government, its agencies or
instrumentalities, or certificates of deposit and bankers acceptances of
United States banks or their domestic branches.
- Make short sales except short sales against the box where it owns
the securities sold or, by virtue of ownership of other securities, it has
the right to obtain without payment of further consideration, securities
equivalent in kind and amount to those sold, and only to the extent that
the Fund's short positions will not at the time of any short sale aggregate
in total sale prices more than 10% of its total assets.
- Borrow money or enter into reverse repurchase agreements in excess
of 5% of its net assets and, with respect to borrowing money, only as a
temporary measure for extraordinary or emergency purposes.
- Invest more than 5% of its total assets in securities of businesses
(including predecessors) less than three years old.
- Enter into repurchase agreements maturing in more than seven days,
purchase certificates of deposit of banks and savings and loan associations
which at the date of the investment have total assets (as of the date of
their most recent annual financial statements) of less than $2 billion,
purchase variable amount master demand notes, or invest in any other
illiquid assets, if such investments taken together exceed 10% of the
Fund's net assets (this restriction is not fundamental).
RISKS OF INVESTING IN THE FUND
As with any money market fund, the value of the securities in the
Fund's portfolio can be expected to vary inversely to changes in prevailing
interest rates, with the amount of such variation depending primarily on the
period of time remaining to maturity of the security. Longer-
-9-
<PAGE>
term obligations may fluctuate more in value than shorter-term obligations. If
the security is held to maturity, no gain or loss will be realized as a result
of interest rate fluctuations, although the day-to-day valuation of the
portfolio could fluctuate which would affect the amounts of net income available
for distribution to shareholders.
All of the Fund's investments will mature in 397 calendar days or less
from the date of acquisition by the Fund. By limiting the maturity of its
investments, the Fund seeks to lessen the changes in the value of its assets
caused by market factors. However, substantial redemptions or revised
evaluations of the issuer of portfolio securities could require the Fund to sell
portfolio securities at a time when a sale might not otherwise be favorable, and
thereby decrease the value of the Fund's assets.
Obligations of Canadian chartered banks, London branches of United
States banks, and U.S. branches and agencies of foreign banks may involve
somewhat greater opportunity for income than the other money market instruments
in which the Fund invests, but may also involve investment risks in addition to
any risks associated with direct obligations of domestic banks. These
additional risks include future political and economic developments, the
possible imposition of withholding taxes on interest income payable on such
obligations, the possible seizure or nationalization of foreign deposits, the
possible establishment of exchange controls or the adoption of other
governmental restrictions, as well as market and other factors which may affect
the market for or the liquidity of such obligations. Generally, Canadian
chartered banks, London branches of U.S. banks, and U.S. branches and agencies
of foreign banks are subject to fewer U.S. regulatory restrictions than those
applicable to domestic banks, and London branches of U.S. banks may be subject
to less stringent reserve requirements than domestic branches. Canadian
chartered banks, U.S. branches and agencies of foreign banks, and London
branches of U.S. banks may provide less public information than, and may not be
subject to the same accounting, auditing and financial record-keeping standards
as, domestic banks. The Fund will not invest more than a total of 25% of its
total assets in obligations of Canadian chartered banks, London branches of
United States banks, and U.S. branches and agencies of foreign banks.
Repurchase agreements involve the risk that the seller may fail to
repurchase the underlying security. In such event, the Fund would attempt to
dispose of the underlying security in the market or would hold the underlying
security until maturity. However, in the case of a repurchase agreement
construed by the courts as a collateralized loan, the Fund may be subject to
various delays and risks of loss in attempting to dispose of the underlying
security, including (a) possible declines in the value of the underlying
security during the period while the Fund seeks to enforce its rights thereto,
and (b) possible reduced levels of income and lack of access to income during
this period.
The use of reverse repurchase agreements by the Fund allows it to
leverage its portfolio. While leveraging offers the potential for increased
yield, it magnifies the risks associated with the Fund's investments and reduces
the stability of the Fund's net asset value per share. To limit this risk, the
Fund will not enter into a reverse repurchase agreement if all such
transactions, together with any money borrowed, exceed 5% of the Fund's net
assets. Moreover, the Fund will not enter into reverse repurchase agreements if
and to the extent such transactions would, as determined by the Fund's
investment adviser, materially increase the risk of a significant
-10-
<PAGE>
deviation in the Fund's net asset value per share. See "Amortized Cost Method
of Portfolio Valuation" in the Statement of Additional Information.
MANAGEMENT OF THE FUND
The Fund's investment adviser is Advantus Capital Management, Inc.
("Advantus Capital"). Advantus Capital commenced its business in June 1994, and
provides investment advisory services to eight other mutual funds (Advantus
Horizon Fund, Inc., Advantus Spectrum Fund, Inc., Advantus Money Market Fund,
Inc., Advantus Mortgage Securities Fund, Inc., Advantus Bond Fund, Inc.,
Advantus Cornerstone Fund, Inc., Advantus Enterprise Fund, Inc. and Advantus
International Balanced Fund, Inc.) and various private accounts. Advantus
Capital is a wholly-owned subsidiary of MIMLIC Asset Management Company ("MIMLIC
Management") which, prior to March 1, 1995, served as investment adviser to the
Fund. The same portfolio manager and other personnel who previously provided
investment advisory services to the Fund through MIMLIC Management continue to
provide the same services through Advantus Capital. MIMLIC Management commenced
its current business in January, 1984, and provides investment advisory services
to one other mutual fund (MIMLIC Series Fund, Inc.), Minnesota Mutual and to
various other private accounts. MIMLIC Management is a subsidiary of Minnesota
Mutual. Minnesota Mutual was organized in 1880 and has assets of more than $9.8
billion. The address of the Fund, Advantus Capital, MIMLIC Management, MIMLIC
Sales, and Minnesota Mutual is 400 Robert Street North, St. Paul, Minnesota
55101.
Advantus Capital selects and reviews the Fund's investments, and
provides executive and other personnel for the management of the Fund. The
Fund's board of directors supervises the affairs of the Fund as conducted by
Advantus Capital.
The name and title of the portfolio manager employed by Advantus
Capital who is primarily responsible for the day-to-day management of the Fund's
portfolio, the length of time employed in that position, and other business
experience during the past five years are set forth below:
<TABLE>
<CAPTION>
Portfolio Manager Primary Portfolio Business Experience During
and Title Manager Since Past Five Years
- ----------------- ----------------- --------------------------
<S> <C> <C>
Wayne R. Schmidt May 1, 1991 Vice President of Advantus Capital;
Vice President and Investment Officer of MIMLIC Management;
Portfolio Manager
</TABLE>
Because shares of the Fund will be sold only to the Advisory Clients,
and may be purchased only with funds managed by the Qualifying Advisers for the
Advisory Clients, the Fund pays no advisory fee to Advantus Capital. Advantus
Capital, under the Advisory Agreement with the Fund, acts as investment adviser
and manager for the Fund, and furnishes the Fund office space and all necessary
office facilities, equipment and personnel for servicing the investments of the
Fund. In addition, Advantus Capital pays all expenses of the Fund, except
custodian fees,
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<PAGE>
brokerage commissions and those expenses expressly assumed by the Fund's
underwriter, including the salaries and fees of all officers and directors of
the Fund, auditing and accounting fees, legal fees, and the Fund's transfer
agent, dividend disbursing agent and redemption agent expenses. Minnesota
Mutual acts as the Fund's transfer agent, dividend disbursing agent and
redemption agent.
For the fiscal year ended September 30, 1995, the expenses paid by
the Fund, as a percentage of average daily net assets, were .10%.
MIMLIC Sales, the underwriter of the Fund's shares, bears all
promotional expenses in connection with the distribution of the Fund's shares,
including paying for prospectuses and statements of additional information for
new shareholders, shareholder reports for new shareholders and the costs of
sales literature.
PURCHASE OF FUND SHARES
GENERALLY
Shares of the Fund may be purchased only with funds of the Advisory
Clients managed by the Qualifying Advisers. The purchase of shares of the Fund
will therefore be initiated only by the Qualifying Advisers in accordance with
the terms of the investment advisory agreements with the Advisory Clients. The
Advisory Clients, under the terms of their respective advisory agreements with
the Qualifying Advisers, have authority to instruct the Qualifying Advisers to
refrain from purchasing shares of the Fund.
The Fund's shares may be purchased from MIMLIC Sales (the underwriter
of the Fund's shares) at a price equal to their asset value, which will normally
be constant at $1.00 per share. There is no assurance that the Fund can
maintain the $1.00 per share value. There is no sales charge. MIMLIC Sales
reserves the right to reject any purchase order.
Certificates representing shares purchased are not ordinarily issued.
However, shareholders will receive written confirmation of their purchases.
Shareholders will have the same rights of ownership with respect to such shares
as if certificates had been issued. A shareholder may receive a certificate
representing shares purchased by written request to MIMLIC Sales. No charge is
made for any certificate issued.
MINIMUM INVESTMENTS
There is no minimum amount required for either initial or subsequent
investments.
PUBLIC OFFERING PRICE
The public offering price of Fund shares is equal to the Fund's net
asset value per share next to be determined after an order is received by the
Fund and becomes effective. The Fund's net asset value per share is determined
by adding the current value of all securities and all other assets, subtracting
liabilities, and dividing the remainder by the number of shares outstanding.
-12-
<PAGE>
The net asset value of the Fund's shares is determined once daily,
after the declaration of daily dividend, as of the primary closing time for
business on the New York Stock Exchange (as of the date of this Prospectus the
primary close of trading is 3:00 p.m. (Central Time), but this time may be
changed), on each day, Monday through Friday, except (i) days on which changes
in the value of the Fund's portfolio securities will not materially affect the
current net asset value of Fund shares, (ii) days during which no Fund shares
are tendered for redemption and no order to purchase or sell Fund shares is
received by the Fund and (iii) customary national business holidays on which the
New York Stock Exchange is closed for trading (as of the date hereof, New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day).
The Fund values its portfolio investments at amortized cost in
accordance with Rule 2a-7 under the Investment Company Act of 1940, as amended.
See "Amortized Cost Method of Portfolio Valuation" in the Statement of
Additional Information.
REDEMPTION OF FUND SHARES
Registered holders of Fund shares may redeem their shares without any
charge at the per share net asset value (which will usually be $1.00) next
determined, at the time described in "Purchase of Fund Shares - Public Offering
Price," following receipt by the Fund (at its mailing address listed on the back
cover page) of proper notice of redemption in accordance with the procedures set
forth below. A check will normally be sent on the next business day but not
later than the seventh day following receipt of such notice. If all of the
shares in an account are redeemed, dividends accrued and unpaid at the date of
redemption will be paid when the redemption proceeds are paid.
The Qualifying Advisers, acting in accordance with the terms of the
investment advisory agreements with the Advisory Clients, will ordinarily
initiate all redemption requests with respect to shares of the Fund. The
Advisory Clients may redeem their shares directly, however, by writing to the
Fund. Such requests should be signed exactly as the account registration
appears on the account statement. If the redemption proceeds are less than
$25,000 and are to be paid to the registered holder and sent to the address of
record for that account, or if the written redemption request is from pre-
authorized trustees of plans, trusts and other tax-exempt organizations and the
redemption proceeds are less than $25,000, no signature guarantee is required.
However, if the redemption proceeds are $25,000 or more or are to be paid to
someone other than the registered holder, or are to be mailed to an address
other than the registered shareholder's address, or the shares are to be
transferred, or the request does not come from such a plan trustee, the owner's
signature must be guaranteed by an eligible guarantor institution, including (1)
national or state banks, savings associations, savings and loan associations,
trust companies, savings banks, industrial loan companies and credit unions; (2)
national securities exchanges, registered securities associations and clearing
agencies; (3) securities broker-dealers which are members of a national
securities exchange or a clearing agency or which have minimum net capital of
$100,000; or (4) institutions that participate in the Securities Transfer Agent
Medallion Program ("STAMP") or other recognized signature medallion program. A
signature guarantee is also required in connection with any redemption if,
within the 30-day period prior to
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<PAGE>
receipt of the redemption request, instructions have been received to change the
shareholder's address of record. The Fund reserves the right to require
signature guarantees on all redemptions.
DIVIDENDS
Shareholders begin earning income on the day following investment of
their funds. The net income of the Fund is determined as of the primary close
of business on the New York Stock Exchange (the "Exchange") on each day on which
the Exchange is open, and is immediately declared payable to shareholders of
record as of the close of business on the preceding day. The Fund's net income
for Saturdays, Sundays and other days on which the Exchange is closed will be
declared as dividends on the next business day. Net income includes (i) all
earned interest on portfolio investments of the Fund, plus or minus (ii) all
gains and losses on portfolio investments of the Fund, less (iii) provision for
the expenses of the Fund.
The net income of the Fund is declared as dividends daily, and is paid
on or about the last day of each month. The net income is automatically
reinvested in additional shares of the Fund (valued at net asset value on the
date of such payment, normally $1.00 per share) unless a shareholder
specifically requests the Fund in writing that the payment be made in cash.
Shareholders who redeem all of their shares at any time during the month are
paid all dividends through the date of redemption together with the proceeds of
the redemption. Shareholders who redeem less than all of their shares are paid
the proceeds of the redemption in cash; dividends with respect to the redeemed
shares are paid on the normal monthly payment date in additional shares or cash,
as the shareholder has elected.
TAXES
The following is a general summary of certain federal tax
considerations affecting the Fund and its shareholders. No attempt is made to
present a detailed explanation of the tax treatment of the Fund or its
shareholders, and the discussion here is not intended as a substitute for
careful tax planning.
During the fiscal year ended September 30, 1995, the Fund fulfilled,
and the Fund intends to continue to fulfill, the requirements of Subchapter M of
the Internal Revenue Code of 1986, as amended (the "Code"), as a regulated
investment company. If so qualified, the Fund will not be liable for federal
income taxes to the extent it distributes its taxable income to its
shareholders.
Distributions from the Fund representing its interest income and any
short-term capital gains will be taxable to shareholders as ordinary income,
whether they are received by shareholders in cash or reinvested in additional
shares of the Fund. Such distributions will not qualify for the 70% dividend
received deduction for corporations. The Fund does not expect to realize net
long-term capital gains or losses.
Before investing in the Fund, an investor should consult a tax adviser
concerning the consequences of any local and state tax laws, and of any
retirement plan offering tax benefits.
-14-
<PAGE>
Fund shareholders receive an annual statement detailing federal tax
information. Distributions by the Fund, including the amount of any
redemptions, will be reported to Fund shareholders in such annual statement and
to the Internal Revenue Service to the extent required by the Code. Such
distributions received by a Fund shareholder are ordinarily not subject to
withholding of federal income tax. However, a withholding of such tax at a rate
of 31% may be made by reason of the events specified in Section 3406 of the Code
and the regulations promulgated thereunder, including the failure of a Fund
shareholder to supply the Fund or its agent with such shareholder's taxpayer
identification number. Such withholding may also apply to a Fund shareholder
who is otherwise exempt from such withholding if such shareholder fails to
properly document its status as an exempt recipient.
LIMITATION OF DIRECTOR LIABILITY
Under Minnesota law, the directors of the Fund owe the Fund and its
shareholders certain fiduciary duties, including a duty of "loyalty" (to act in
good faith and in the best interests of the Fund) and a duty of "care" (to act
with the care that a reasonably prudent person would exercise under similar
circumstances). In February 1987, Minnesota enacted legislation that authorizes
corporations to eliminate the personal monetary liability of directors to the
corporation or its shareholders for breach of the duty of "care." Directors of
corporations adopting such a limitation provision still owe the corporation a
duty of "care" but under most circumstances cannot be sued for monetary damages
for breaches of such duty. The Fund's Articles of Incorporation limit the
liability of directors to the fullest extent permitted by law.
Directors of the Fund remain fully liable (including possibly for monetary
damages) for breaches of their duty of "loyalty", for self-dealing, for bad
faith and intentional misconduct, and for violations of the Securities Act of
1933, the Securities Exchange Act of 1934, and certain provisions of Minnesota
corporation law. Additionally, the Investment Company Act of 1940 prohibits
limiting a Fund director's liability for gross negligence and reckless
misconduct, and it is uncertain whether and to what extent directors remain
liable for monetary damages for violations of the Investment Company Act.
GENERAL INFORMATION
The Fund was organized in January 1987 as a Minnesota corporation.
The Fund's authorized capital stock is of only one class, common shares, with a
par value of $.01 per share. All shares of the Fund are nonassessable, fully
transferable and have one vote and equal rights to share in dividends and assets
of the Fund. The shares of the Fund possess no preemptive or conversion rights.
Cumulative voting is not authorized for the Fund. This means that the holders
of more than 50% of the shares of the Fund voting for the election of directors
of the Fund can elect 100% of the directors of the Fund if they choose to do so,
and in such event the holders of the remaining shares of the Fund will be unable
to elect any directors of the Fund.
On November 30, 1995, there were 10,783,369 Fund shares outstanding.
As of November 30, 1995 the following persons held of record 25% or more of the
outstanding shares of the Fund:
-15-
<PAGE>
Number of Percent of
Name of Shareholder Shares Class
- ------------------- --------- ----------
Minnesota Mutual and Subsidiaries 9,541,917 88.5%
Due to their ownership of more than 25% of the outstanding shares of
the Fund, the shareholders identified above may be said to control the Fund.
Minnesota Mutual, Advantus Capital, MIMLIC Management and MIMLIC Sales are all
organized as Minnesota corporations.
The Fund does not hold annual or periodically scheduled regular
meetings of shareholders. Regular and special shareholder meetings are held
only at such times and with such frequency as required by law. Minnesota
corporation law does not require an annual meeting; instead, it provides for the
Board of Directors to convene shareholder meetings when it deems appropriate.
In addition, if a regular meeting of shareholders has not been held during the
immediately preceding fifteen months, a shareholder or shareholders holding 3
percent or more of the voting shares of the Fund may demand a regular meeting of
shareholders of the Fund by written notice of demand given to the chief
executive officer or the chief financial officer of the Fund. Within thirty
days after receipt of the demand by one of those officers, the Board of
Directors shall cause a regular meeting of shareholders to be called and held no
later than ninety days after receipt of the demand, all at the expense of the
Fund. Additionally, the Investment Company Act of 1940 requires shareholder
votes for all amendments to fundamental investment policies and restrictions and
for all investment advisory contracts and amendments thereto.
The Fund sends to its shareholders a six-month unaudited and annual
audited financial report of the Fund, which includes a list of investment
securities held by the Fund. Shareholder inquires should be directed to the
Underwriter or the Fund at the telephone number or mailing address listed on the
cover of this Prospectus.
COUNSEL AND INDEPENDENT AUDITORS
The firm of Dorsey & Whitney P.L.L.P., 220 South Sixth Street,
Minneapolis, Minnesota 55402-1498, is the General Counsel for the Fund. KPMG
Peat Marwick LLP, 4200 Norwest Center, 90 South Seventh Street, Minneapolis,
Minnesota 55402, are the independent auditors for the Fund.
CUSTODIAN
Bankers Trust Company, 280 Park Avenue, New York, New York 10017 acts
as custodian of the securities held by the Fund.
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<PAGE>
No dealer, sales representative or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus (and/or in the Statement of Additional Information referred to on the
cover page of this Prospectus), and if given or made, such information or
representations must not be relied upon as having been authorized by the Fund or
MIMLIC Sales. This Prospectus does not constitute an offer or solicitation by
anyone in any state in which such offer or solicitation is not authorized, or in
which the person making such offer or solicitation is not qualified to do so, or
to any person to whom it is unlawful to make such offer or solicitation.
INVESTMENT ADVISER INDEPENDENT AUDITORS
ADVANTUS CAPITAL MANAGEMENT, KPMG PEAT MARWICK LLP
INC.
400 Robert Street North
St. Paul, Minnesota 55101
UNDERWRITER CUSTODIAN
MIMLIC SALES CORPORATION BANKERS TRUST COMPANY
400 Robert Street North 280 Park Avenue
St. Paul, Minnesota 55101 New York, New York 10017
(612) 228-4833
TRANSFER AGENT AND DIVIDEND
DISBURSING AGENT
THE MINNESOTA MUTUAL LIFE
INSURANCE COMPANY
400 Robert Street North
St. Paul, Minnesota 55101
(612) 298-4985
GENERAL COUNSEL
DORSEY & WHITNEY P.L.L.P.
Prospectus dated February 1, 1996
<PAGE>
PART B. INFORMATION REQUIRED IN A STATEMENT
OF ADDITIONAL INFORMATION
<PAGE>
MIMLIC CASH FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
February 1, 1996
This Statement of Additional Information is not a prospectus. This
Statement of Additional Information relates to the Prospectus dated February 1,
1996 and should be read in conjunction therewith. A copy of the Prospectus
may be obtained from MIMLIC Sales Corporation, 400 Robert Street North, St.
Paul, Minnesota 55101.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<C> <C>
Investment Objectives and Policies . . . . . . . . . . . . . . . 1
Investment Restrictions. . . . . . . . . . . . . . . . . . . . . 2
Commercial Paper and Bond Ratings. . . . . . . . . . . . . . . . 3
A-1 and P-1 Commercial Paper Ratings. . . . . . . . . . . . 4
Bond Ratings. . . . . . . . . . . . . . . . . . . . . . . . 4
Directors and Executive Officers . . . . . . . . . . . . . . . . 5
Director Liability . . . . . . . . . . . . . . . . . . . . . . . 6
Investment Advisory and Other Services . . . . . . . . . . . . . 7
General . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Control and Management of Advantus Capital and MIMLIC Sales 7
Investment Advisory Agreement . . . . . . . . . . . . . . . 8
Distribution Agreement. . . . . . . . . . . . . . . . . . . 9
Amortized Cost Method of Portfolio Valuation . . . . . . . . . . 9
Portfolio Transactions and Allocation of Brokerage . . . . . . . 10
Calculation of Performance Data. . . . . . . . . . . . . . . . . 12
Capital Stock and Ownership of Shares. . . . . . . . . . . . . . 13
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . 14
Open Accounts . . . . . . . . . . . . . . . . . . . . . . . 14
Redemptions. . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Distributions and Tax Status . . . . . . . . . . . . . . . . . . 15
Financial Statements . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>
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<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives and policies of MIMLIC Cash Fund, Inc. (the
"Fund") are summarized on the front page of the Prospectus and in the text of
the Prospectus following the caption "Investment Objectives and Policies." The
types of investments that the Fund will make are described in the Prospectus. A
more detailed description of certain types of obligations in which the Fund
invests is as follows:
CERTIFICATES OF DEPOSIT --are certificates issued against funds
deposited in a bank, are for a definite period of time, earn a specified rate of
return, and are normally negotiable.
BANKER'S ACCEPTANCES --are short-term credit instruments issued by
corporations to finance the import, export, transfer or storage of goods. They
are termed "accepted" when a bank guarantees their payment at maturity. These
instruments reflect the obligations of both the bank and drawer to pay the face
amount of the instrument at maturity.
COMMERCIAL PAPER --refers to promissory notes issued by corporations
to finance their short-term credit needs.
REPURCHASE AGREEMENTS --are agreements by which the Fund purchases a
security and obtains a simultaneous commitment from the seller to repurchase the
security at an agreed upon price and date. The Fund's custodian, or a duly
appointed subcustodian, will hold the securities underlying any repurchase
agreement in a segregated account or such securities may be part of the Federal
Reserve Book Entry System. The market value of the collateral underlying the
repurchase agreement will be determined on each business day. If at any time
the market value of the collateral falls below the repurchase price of the
repurchase agreement (including any accrued interest), the Fund will promptly
receive additional collateral, so that the total collateral is in an amount at
least equal to the repurchase price plus accrued interest.
CORPORATE OBLIGATIONS --include bonds and notes issued by corporations
in order to finance longer term credit needs.
The Fund, consistent with its investment objective, attempts to
maximize yield through portfolio trading. This may involve selling portfolio
instruments and purchasing different instruments to take advantage of
disparities of yields in different segments of the high grade money market or
among particular instruments within the same segment of the market. Since the
Fund's assets are invested in securities with short maturities and the Fund
manages its portfolio as described above, the Fund's portfolio of money market
instruments turns over several times a year. However, this does not generally
increase the Fund's costs, since brokerage commissions as such are not usually
paid in connection with the purchase or sale of the instruments in which the
Fund invests. Rather, the Fund pays a spread between the bid and asked prices.
See "Portfolio Transactions and Allocation of Brokerage."
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<PAGE>
INVESTMENT RESTRICTIONS
Except as otherwise noted, the investment restrictions set forth
below, certain of which are described in the Prospectus, are "fundamental"
policies of the Fund and, accordingly, may not be changed without the approval
of the holders of a majority of the outstanding shares of the Fund. A
"majority" of the outstanding shares of the Fund means the lesser of (i) 67% of
the shares of the Fund represented at the meeting at which more than 50% of the
outstanding shares are represented or (ii) more than 50% of the outstanding
shares. An investment restriction which is not fundamental may be changed by
vote of the Board of Directors without further shareholder approval. Except as
otherwise noted, each of the investment restrictions below is fundamental. The
Fund will not:
(1) Purchase any security (other than securities issued or guaranteed by
the United States Government, its agencies or instrumentalities) if,
as a result, more than 5% of the Fund's total assets would be invested
in securities of a single issuer;
(2) Purchase any security if, as a result, more than 25% of the Fund's
total assets would be invested in the securities of issuers conducting
their principal business activities in a single industry; provided
that (a) telephone, gas, and electric public utilities are each
regarded as separate industries and (b) United States banks, savings
and loan associations, savings banks and finance companies are each
regarded as separate industries for the purpose of this limitation.
There are no limitations with respect to the concentration of
investments in securities issued or guaranteed by the United States
Government, its agencies or instrumentalities, or certificates of
deposit and bankers acceptances of United States banks or their
domestic branches;
(3) Purchase securities on margin (but it may obtain such short-term
credits as may be necessary for the clearance of purchases and sales
of securities); or make short sales except short sales against the box
where it owns the securities sold or, by virtue of ownership of other
securities, it has the right to obtain, without payment of further
consideration, securities equivalent in kind and amount to those sold,
and only to the extent that the Fund's short positions will not at the
time of any short sale aggregate in total sale prices more than 10% of
its total assets;
(4) Acquire more than 10% of any class of securities of an issuer (taking
all preferred stock issues of an issuer as a single class and all debt
issues of an issuer as a single class) or acquire more than 10% of the
outstanding voting securities of an issuer;
(5) Borrow money or enter into reverse repurchase agreements in excess of
5% of its net assets and, with respect to borrowing money, only from
banks and only as a temporary measure for extraordinary or emergency
purposes;
(6) Mortgage, pledge, hypothecate, or in any manner transfer, as security
for indebtedness, any assets of the Fund;
-2-
<PAGE>
(7) Invest more than 5% of its total assets in securities of businesses
(including predecessors) less than three years old;
(8) Purchase or retain securities of any company if officers and directors
of the Fund or of its investment adviser who individually own more
than 1/2 of 1% of the shares or securities of that company, together
own more than 5%;
(9) Make loans, except by purchase of bonds, debentures, commercial paper,
corporate notes, repurchase agreements and similar evidences of
indebtedness, which are a part of an issue to the public or to
financial institutions;
(10) Buy or sell oil, gas or other mineral leases, rights or royalty
contracts, real estate or interests in real estate which are not
readily marketable, commodities or commodity contracts. (This does
not prevent the Fund from purchasing securities of companies investing
in the foregoing.);
(11) Act as an underwriter of securities, except to the extent the Fund may
be deemed to be an underwriter in connection with the disposition of
portfolio securities;
(12) Make investments for the purpose of exercising control or management;
(13) Participate on a joint or joint and several basis in any trading
account in securities;
(14) Write or purchase put or call options, or combinations thereof;
(15) Enter into repurchase agreements maturing in more than seven days,
purchase certificates of deposit of banks and savings and loan
associations which at the date of the investment have total assets (as
of the date of their most recent annual financial statements) of less
than $2 billion, purchase variable amount master demand notes, or
invest in any other illiquid assets, if such investments taken
together exceed 10% of the Fund's net assets (This restriction is non-
fundamental.); or
(16) Invest in the securities of other investment companies, with an
aggregate value in excess of 5% of the Fund's total assets, except
securities acquired as a result of a merger, consolidation or
acquisition of assets.
Any investment policy or restriction which involves a maximum
percentage of securities or assets shall not be considered to be violated unless
an excess over the percentage occurs immediately after an acquisition of
securities or utilization of assets and results therefrom.
COMMERCIAL PAPER AND BOND RATINGS
As is described in the Prospectus, the Fund's investments in high
quality commercial paper and corporate obligations are limited by reference to
the applicable Standard & Poor's and Moody's ratings. These ratings are
described as follows:
-3-
<PAGE>
A-1 AND P-1 COMMERCIAL PAPER RATINGS. The rating A-1 is the highest
rating assigned by Standard & Poor's Corporation ("S&P") to commercial paper
which is considered by S&P to have the following characteristics:
Liquidity ratios of the issuer are adequate to meet cash
redemptions. Long-term senior debt is rated "A" or better. The
issuer has access to at least two additional channels of borrowing.
Basic earnings and cash flow have an upward trend with allowance made
for unusual circumstances. Typically, the issuer's industry is well
established and the issuer has a strong position within the industry.
The reliability and quality of management are unquestioned.
The rating P-1 is the highest commercial paper rating assigned by
Moody's Investors Service, Inc. ("Moody's"). Among the factors
considered by Moody's in assigning the ratings are the following:
(1) evaluation of the management of the issuer, (2) economic
evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in
certain areas; (3) evaluation of the issuer's products in
relation to competition and customer acceptance; (4) liquidity;
(5) amount and quality of long-term debt; (6) trend of earnings
over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and
(8) recognition by the management of obligations which may be
present or may arise as a result of public interest questions and
preparations to meet such obligations.
BOND RATINGS. Moody's describes its three highest ratings for
corporate bonds as follows:
Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long term risks appear somewhat larger than in Aaa
securities.
Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment some time in the future.
Standard & Poor's describes its three highest ratings for corporate
bonds as follows:
-4-
<PAGE>
AAA. Debt rated "AAA" has the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely
strong.
AA. Debt rated "AA" has a very strong capacity to pay interest and
repay principal and differs from the higher rated issues only in small
degree.
A. Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt
in higher rated categories.
DIRECTORS AND EXECUTIVE OFFICERS
The names, addresses, principal occupations, and other affiliations of
directors and executive officers of the Fund are given below:
<TABLE>
<CAPTION>
Position with Principal Occupation and other
Name and Address the Fund Affiliations (past 5 years)
- ---------------- ------------- ------------------------------
<S> <C> <C>
Paul H. Gooding* President Vice President and Treasurer of
Advantus Capital and Director Minnesota Mutual; President and
Management, Inc. Director of Advantus Capital;
400 Robert Street North President, Treasurer and Director
St. Paul, Minnesota 55101 of MIMLIC Management
Frederick P. Feuerherm* Treasurer Second Vice President of Minnesota
The Minnesota Mutual and Director Mutual; Vice President and Assistant
Life Insurance Company Secretary of MIMLIC Management
400 Robert Street North
St. Paul, Minnesota 55101
Ralph D. Ebbott Director Retired, Vice President and Treasurer
409 Birchwood Avenue of Minnesota Mining and Manufacturing
White Bear Lake, Company (tape, adhesive, photographic,
Minnesota 55110 and electrical products) through June
1989
Charles E. Arner Director Retired, Vice Chairman of The First
E-1218 First National National Bank of Saint Paul from
Bank Building November 1983 through June 1984;
332 Minnesota Street Chairman and Chief Executive Officer
St. Paul, Minnesota 55101 of The First National Bank of Saint Paul
from October 1980 through November
1983
-5-
<PAGE>
Ellen S. Berscheid Director Regents' Professor of Psychology at the
University of Minnesota University of Minnesota
N309 Elliott Hall
Minneapolis, Minnesota 55455
Bardea C. Huppert* Vice President President of MIMLIC Sales;
MIMLIC Sales Corporation Second Vice President of
400 Robert Street North Minnesota Mutual
St. Paul, Minnesota 55101
Michael J. Radmer Secretary Partner with the law firm of
Dorsey & Whitney P.L.L.P. Dorsey & Whitney P.L.L.P.
220 South Sixth Street
Minneapolis, Minnesota 55402
</TABLE>
- --------------------------
*Denotes directors and officers of the Fund who are "interested persons" (as
defined under the Investment Company Act of 1940) of the Fund, MIMLIC Asset
Management Company ("MIMLIC Management") or MIMLIC Sales Corporation ("MIMLIC
Sales").
- --------------------------
Legal fees and expenses are paid by Advantus Capital to the law firm of
which Michael J. Radmer is a partner. As of September 30, 1995, the officers
and directors of the Fund owned no shares of the Fund. The Fund does not pay
any compensation to any of its officers or directors. Advantus Capital,
however, pays certain fees to Directors who are not affiliated with Advantus
Capital or MIMLIC Management. Each Director of the Fund who is not affiliated
with Advantus Capital or MIMLIC Management is also a director of the other nine
investment companies of which Advantus Capital or MIMLIC Management is the
investment adviser (ten investment companies in total - the "Fund Complex").
Such Directors receive compensation in connection with all such investment
companies which, in the aggregate, is equal to $5,000 per year and $1,000 per
meeting attended (and reimbursement of travel expenses to attend directors'
meetings). The portion of such compensation borne by any investment company is
a PRO RATA portion based on the ratio that such investment company's total net
assets bears to the total net assets of the Fund Complex. Advantus Capital
bears the Fund's PRO RATA portion. During the fiscal year ended September 30,
1995, each Director not affiliated with Advantus Capital or MIMLIC Management
was compensated by Advantus Capital in accordance with the following table:
<TABLE>
<CAPTION>
Pension or
Retirement Total Compensation
Aggregate Benefits Estimated from Advantus
Compensation Accrued Annual Capital and
Name of from Advantus as Part of Benefits Upon Fund Complex
Director Capital Fund Expenses Retirement Paid to Directors
- -------- ------- ------------- ---------- -----------------
<S> <C> <C> <C> <C>
Charles E. Arner $81.19 N/A N/A $9,000
Ellen S. Berscheid $81.19 N/A N/A $9,000
Ralph D. Ebbott $81.19 N/A N/A $9,000
</TABLE>
DIRECTOR LIABILITY
Under Minnesota law, the Board of Directors of the Fund owes certain
fiduciary duties to the Fund and to its shareholders. Minnesota law provides
that a director "shall discharge the duties of the position of director in good
faith, in a manner the director reasonably believes to be in the best interest
of the corporation, and with the care an ordinarily prudent person in a like
position would exercise under similar circumstances." Fiduciary duties of a
director of a Minnesota corporation include, therefore, both a duty of "loyalty"
(to act in good faith and act in a manner reasonably believed to be in the best
interests of the corporation) and a duty of "care"
-6-
<PAGE>
(to act with the care an ordinarily prudent person in a like position would
exercise under similar circumstances). Minnesota law also authorizes
corporations to eliminate or limit the personal liability of a director to the
corporation or its shareholders for monetary damages for breach of the fiduciary
duty of "care." Minnesota law does not, however, permit a corporation to
eliminate or limit the liability of a director (i) for any breach of the
directors' duty of "loyalty" to the corporation or its shareholders, (ii) for
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) for authorizing a dividend, stock repurchase or
redemption or other distribution in violation of Minnesota law or for violation
of certain provisions of Minnesota securities laws, or (iv) for any transaction
from which the director derived an improper personal benefit. The Articles of
Incorporation of the Fund limit the liability of directors to the fullest extent
permitted by Minnesota statutes, except to the extent that such liability cannot
be limited as provided in the Investment Company Act of 1940 (which Act
prohibits any provisions which purport to limit the liability of directors
arising from such directors' willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of their role as
directors).
Minnesota law does not eliminate the duty of "care" imposed upon a
director. It only authorizes a corporation to eliminate monetary liability for
violations of that duty. Minnesota law, further, does not permit elimination or
limitation of liability of "officers" to the corporation for breach of their
duties as officers (including the liability of directors who serve as officers
for breach of their duties as officers). Minnesota law does not permit
elimination or limitation of the availability of equitable relief, such as
injunctive or rescissionary relief. Further, Minnesota law does not permit
elimination or limitation of a director's liability under the Securities Act of
1933 or the Securities Exchange Act of 1934, and it is uncertain whether and to
what extent the elimination of monetary liability would extend to violations of
duties imposed on directors by the Investment Company Act of 1940 and the rules
and regulations adopted under such Act.
INVESTMENT ADVISORY AND OTHER SERVICES
GENERAL
- -------
Advantus Capital Management, Inc. ("Advantus Capital") has been the
investment adviser and manager of the Fund since March 1, 1995. Prior to that
date the Fund's investment adviser was MIMLIC Asset Management Company ("MIMLIC
Management"). Advantus Capital is a wholly-owned subsidiary of MIMLIC
Management. The same portfolio manager and other personnel who previously
provided investment advisory services to the Fund through MIMLIC Management
continue to provide the same services through Advantus Capital. MIMLIC Sales
acts as the Fund's underwriter. Both Advantus Capital and MIMLIC Sales act as
such pursuant to written agreements that will be periodically considered for
approval by the directors or shareholders of the Fund. The address of both is
400 Robert Street North, St. Paul, Minnesota 55101.
CONTROL AND MANAGEMENT OF ADVANTUS CAPITAL AND MIMLIC SALES
- -----------------------------------------------------------
-7-
<PAGE>
Advantus Capital was incorporated in Minnesota in June, 1994, and is a
wholly-owned subsidiary of MIMLIC Management. MIMLIC Management is a subsidiary
of The Minnesota Mutual Life Insurance Company ("Minnesota Mutual"), which was
organized in 1880, and has assets of more than $9.8 billion. MIMLIC Sales is a
subsidiary of MIMLIC Management. Paul H. Gooding, President and a director of
the Fund, is President and a director of Advantus Capital and President,
Treasurer and a director of MIMLIC Management. Frederick P. Feuerherm,
Treasurer and a director of the Fund, is a Vice President and Assistant
Secretary of MIMLIC Management. Bardea C. Huppert, Vice President of the Fund,
is President of MIMLIC Sales. James P. Tatera, Senior Vice President and
Director of Advantus Capital, is also Vice President of MIMLIC Management.
INVESTMENT ADVISORY AGREEMENT
Advantus Capital acts as investment adviser and manager of the Fund
under an Investment Advisory Agreement (the "Advisory Agreement") dated March 1,
1995, and which was approved by shareholders on February 14, 1995. The Advisory
Agreement was last approved by the Board of Directors (including a majority of
the directors who are not parties to the contract, or interested persons of any
such party) on January 17, 1996. The Advisory Agreement will terminate
automatically in the event of its assignment. In addition, the Advisory
Agreement is terminable at any time, without penalty, by the Board of Directors
of the Fund or by vote of a majority of the Fund's outstanding voting securities
on not more than 60 days' written notice to Advantus Capital, and by Advantus
Capital on 60 days' written notice to the Fund. Unless sooner terminated, the
Advisory Agreement shall continue in effect for more than two years after its
execution only so long as such continuance is specifically approved at least
annually by either the Board of Directors of the Fund or by a vote of a majority
of the outstanding voting securities, provided that in either event such
continuance is also approved by the vote of a majority of the directors who are
not parties to the Advisory Agreement, or interested persons of such parties,
cast in person at a meeting called for the purpose of voting on such approval.
Shares of the Fund will be sold only to the Advisory Clients and may
be purchased only with funds managed by Advantus Capital, MIMLIC Management or
other affiliated investment advisers for the Advisory Clients. For that reason,
the Fund does not pay an advisory fee to Advantus Capital under the Advisory
Agreement. Advantus Capital, under the Advisory Agreement with the Fund, acts as
investment adviser and manager for the Fund, and furnishes the Fund office space
and all necessary office facilities, equipment and personnel for servicing the
investments of the Fund. In addition, Advantus Capital pays all expenses of the
Fund, except custodian fees, brokerage commissions (if any), and those expenses
expressly assumed by the Fund's underwriter, including the salaries and fees of
all officers and directors of the Fund, auditing and accounting fees, legal
fees, and the Fund's transfer agent, dividend disbursing agent and redemption
agent expenses. Minnesota Mutual acts as the Fund's transfer agent, dividend
disbursing agent and redemption agent.
MIMLIC Sales, the Fund's underwriter, bears all promotional expenses
in connection with the distribution of the Fund's shares, including paying for
prospectuses and statements of additional information for new shareholders, and
shareholder reports for new shareholders, and the costs of sales literature.
-8-
<PAGE>
DISTRIBUTION AGREEMENT
- ----------------------
On January 17, 1996, the Board of Directors (including a majority of
the directors who are not parties to the contract, or interested persons of any
such party) last approved the Distribution Agreement with MIMLIC Sales (the
"Distribution Agreement") dated February 25, 1987. The Distribution Agreement
may be terminated by the Fund or MIMLIC Sales at any time by the giving of 60
days' written notice, and terminates automatically in the event of its
assignment. Unless sooner terminated, the Distribution Agreement shall continue
in effect for more than two years after its execution only so long as such
continuance is specifically approved at least annually by either the Board of
Directors of the Fund or by a vote of a majority of the outstanding voting
securities, provided that in either event such continuance is also approved by
the vote of a majority of the directors who are not parties to the Distribution
Agreement, or interested persons of such parties, cast in person at a meeting
called for the purpose of voting on such approval.
The Distribution Agreement requires MIMLIC Sales to pay all
advertising and promotional expenses in connection with the distribution of the
Fund's shares including paying for Prospectuses and Statements of Additional
Information (if any) for new shareholders, shareholder reports for new
shareholders, and the costs of sales literature.
In the Distribution Agreement, MIMLIC Sales undertakes to indemnify
the Fund against all costs of litigation and other legal proceedings, and
against any liability incurred by or imposed upon the Fund in any way arising
out of or in connection with the sale or distribution of the Fund's shares,
except to the extent that such liability is the result of information which was
obtainable by MIMLIC Sales only from persons affiliated with the Fund but not
with MIMLIC Sales.
AMORTIZED COST METHOD OF PORTFOLIO VALUATION
The Fund values its portfolio securities at amortized cost in
accordance with Rule 2a-7 under the Investment Company Act of 1940, as amended.
This method 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 fluctuations in interest rates on the market value of the instrument
and regardless of any unrealized capital gains or losses. 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 periods of declining interest rates,
the daily yield on shares of the Fund computed by dividing the annualized daily
income of the Fund by the net asset value computed as described above may tend
to be higher than a like computation made by the Fund with identical investments
utilizing a method of valuation based upon market prices and estimates of market
prices for all of its securities.
Pursuant to Rule 2a-7, the Board of Directors of the Fund has
determined, in good faith based upon a full consideration of all material
factors, that it is in the best interests of the Fund and its shareholders to
maintain a stable net asset value per share by virtue of the amortized
-9-
<PAGE>
cost method of valuation. The Fund will continue to use this method only so
long as the Board of Directors believes that it fairly reflects the market-based
net asset value per share. In accordance with Rule 2a-7, the Board of Directors
has undertaken, as a particular responsibility within the overall duty of care
owed to the Fund's shareholders, to establish procedures reasonably designed,
taking into account current market conditions and the Fund's investment
objectives, to stabilize the Fund's net asset value per share at a single value.
These procedures include the periodic determination of any deviation of current
net asset value per share calculated using available market quotations from the
Fund's amortized cost price per share, the periodic review by the Board of the
amount of any such deviation and the method used to calculate any such
deviation, the maintenance of records of such determinations and the Board's
review thereof, the prompt consideration by the Board if any such deviation
exceeds 1/2 of 1%, and the taking of such remedial action by the Board as it
deems appropriate where it believes the extent of any such deviation may result
in material dilution or other unfair results to investors or existing
shareholders. Such remedial action may include redemptions in kind, selling
portfolio instruments prior to realizing capital gains or losses, shortening the
average portfolio maturity, withholding dividends or utilizing a net asset value
per share as determined by using available market quotations.
The Fund will, in further compliance with Rule 2a-7, maintain a
dollar-weighted average portfolio maturity not exceeding 90 days and will limit
its portfolio investments to those United States dollar-denominated instruments
which the Board determines present minimal credit risks and which are eligible
securities. The Fund will limit its investments in the securities of any one
issuer to no more than 5% of Fund assets and it will limit investment in
securities of less than the highest rated categories to 5% of Fund assets.
Investment in the securities of any issuer of less than the highest rated
categories will be limited to the greater of 1% of Fund assets or one million
dollars. In addition, the Fund will reassess promptly any security which is in
default or downgraded from its rating category to determine whether that
security then presents minimal credit risks and whether continuing to hold the
securities is in the best interests of the Fund. In addition, the Fund will
record, maintain, and preserve a written copy of the above-described procedures
and a written record of the Board's considerations and actions taken in
connection with the discharge of its above-described responsibilities.
PORTFOLIO TRANSACTIONS AND ALLOCATION OF BROKERAGE
Most transactions in portfolio securities are purchases from issuers
or dealers in money market instruments acting as principal. There usually are
no brokerage commissions paid by the Fund for such purchases since securities
are purchased on a net price basis. During the fiscal year ended September 30,
1995, the fiscal period ended September 30, 1994, and the fiscal year ended
October 31, 1993, the Fund paid no brokerage commissions. Trading does,
however, involve transaction costs. Transactions with dealers serving as
primary market makers reflect the spread between the bid and asked prices of
securities. Purchases of underwritten issues may be made which reflect a fee
paid to the underwriter.
Decisions with respect to the placement of the Fund's portfolio
transactions are made by Advantus Capital. The primary criteria in making these
decisions are efficiency in the execution of orders and obtaining the most
favorable net prices for the Fund. Most Fund
-10-
<PAGE>
transactions are with the issuer or with major dealers acting for their own
account and not as brokers. When consistent with these objectives, business may
be placed with broker-dealers who furnish investment research services to
Advantus Capital. Such research services include advice, both directly and in
writing, as to the value of securities, the advisability of investing in,
purchasing or selling securities, and the availability of securities or
purchasers or sellers of securities, as well as analyses and reports concerning
issues, industries, securities, economic factors and trends, portfolio strategy,
and the performance of accounts. By allocating brokerage business in order to
obtain research services for Advantus Capital, the Fund enables Advantus Capital
to supplement its own investment research activities and allows Advantus Capital
to obtain the views and information of individuals and research staffs of many
different securities research firms prior to making investment decisions for the
Fund. To the extent such commissions are directed to these other brokers who
furnish research services to Advantus Capital, Advantus Capital receives a
benefit, not capable of evaluation in dollar amounts, without providing any
direct monetary benefit to the Fund from these commissions.
There is no formula for the allocation by Advantus Capital of the
Fund's brokerage business to any broker-dealers for brokerage and research
services. While it is not expected that the Fund will pay brokerage
commissions, if it does, Advantus Capital will authorize the Fund to pay an
amount of commission for effecting a securities transaction in excess of the
amount of commission another broker would have charged only if Advantus Capital
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services provided by such
broker viewed in terms of either that particular transaction or Advantus
Capital's overall responsibilities with respect to the accounts as to which it
exercises investment discretion. During the fiscal year ended September 30,
1995, the Fund paid no brokerage commissions and directed no transactions to
brokers because of research services they provided.
No brokerage is allocated for the sale of Fund shares. Advantus
Capital believes that most research services obtained by it generally benefit
one or more of the investment companies which it manages and also benefits
accounts which it manages. Normally research services obtained through managed
funds and managed accounts investing in common stocks would primarily benefit
such funds and accounts; similarly, services obtained from transactions in fixed
income securities would be of greater benefit to the managed funds and managed
accounts investing in debt securities.
The same security may be suitable for the Fund and the other funds or
accounts managed by Advantus Capital or its affiliates. If and when two or more
funds or accounts simultaneously purchase or sell the same security, the
transactions will be allocated as to price and amount in accordance with
arrangements equitable to each fund or account. The simultaneous purchase or
sale of the same securities by the Fund and other funds or accounts may have a
detrimental effect on the Fund, as this may affect the price paid or received by
the Fund or the size of the position obtainable by the Fund.
The Fund will not execute portfolio transactions through any
affiliate, unless such transactions, including the frequency thereof, the
receipt of commissions payable in connection therewith and the selection of the
affiliated broker-dealer effecting such transactions are not unfair
-11-
<PAGE>
or unreasonable to the shareholders of the Fund. In the event any transactions
are executed on an agency basis, Advantus Capital will authorize the Fund to pay
an amount of commission for effecting a securities transaction in excess of the
amount of commission another broker-dealer would have charged only if Advantus
Capital determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services provided by such
broker-dealer, viewed in terms of either that particular transaction or the
overall responsibilities of Advantus Capital with respect to the Fund as to
which it exercises investment discretion. If the Fund executes any transactions
on an agency basis, it will generally pay higher than the lowest commission
rates available.
In determining the commissions to be paid to an affiliated broker-
dealer, it is the policy of the Fund that such commissions will, in the judgment
of Advantus Capital, subject to review by the Fund's Board of Directors, be both
(a) at least as favorable as those which would be charged by other qualified
brokers in connection with comparable transactions involving similar securities
being purchased or sold on an exchange during a comparable period of time, and
(b) at least as favorable as commissions contemporaneously charged by such
affiliated broker-dealers on comparable transactions for their most favored
comparable unaffiliated customers. While the Fund does not deem it practicable
and in its best interest to solicit competitive bids for commission rates on
each transaction, consideration will regularly be given to posted commission
rates as well as to other information concerning the level of commissions
charged on comparable transactions by other qualified brokers. During the year
ended September 30, 1995, the Fund did not execute any portfolio transactions
with an affiliated broker-dealer.
Information regarding the acquisition by the Fund during the fiscal
year ended September 30, 1995, of securities of the Fund's regular brokers or
dealers, or the parents of those broker or dealers that derive more than 15
percent of their gross revenue from securities-related activities, is presented
below:
<TABLE>
<CAPTION>
Approximate
Value of Securities Owned
Name of Issuer at End of Fiscal Year
-------------- -------------------------
<S> <C>
None N/A
</TABLE>
CALCULATION OF PERFORMANCE DATA
The Fund may issue "current yield" and "effective yield" quotations.
"Current yields" are computed by determining the net change in the value of a
hypothetical account having a balance of one share at the beginning of a recent
seven calendar day period, and multiplying that change by 365/7. "Effective
yields" are computed by determining the net change in the value of a
hypothetical account having a balance of one share at the beginning of a recent
seven calendar day period, dividing that change by seven, adding one to the
quotient, raising the sum to the 365th power, and subtracting one from the
result. For purposes of the foregoing calculations, the value
-12-
<PAGE>
of the hypothetical account includes accrued interest income plus or minus
amortized purchase discount or premium less accrued expenses, but does not
include realized gains and losses or unrealized appreciation and depreciation.
The Fund will also quote the average dollar-weighted portfolio maturity for the
corresponding seven-day period.
Although there can be no assurance that the net asset value of the
Fund's shares will always be $1.00, Advantus Capital does not expect that the
net asset value of its shares will fluctuate since the Fund uses the amortized
cost method of valuation to maintain a stable $1.00 net asset value. See
"Amortized Cost Method of Portfolio Valuation." Principal is not, however,
insured. Yield is a function of portfolio quality and composition, maturity,
and operating expenses. Yield information is useful in reviewing the Fund's
performance, but it may not provide a basis for comparison with bank deposits or
other investments, which pay a fixed yield for a stated period of time, or other
investment instruments, which may use a different method of calculating yield.
For the seven calendar days ended September 30, 1995, the Fund's
annualized current yield was 5.59% and its annualized effective yield was 5.75%.
CAPITAL STOCK AND OWNERSHIP OF SHARES
The Fund's shares of common stock have a par value of $.01 per share,
and have equal rights to share in dividends and assets. The shares possess no
preemptive or conversion rights. Cumulative voting is not authorized. This
means that the holders of more than 50% of the shares voting for the election of
directors can elect 100% of the directors if they choose to do so, and in such
event the holders of the remaining shares will be unable to elect any directors.
The Fund has the following authorized capital and numbers of shares
outstanding:
<TABLE>
<CAPTION>
Number of
authorized shares Par value Share outstanding
of common stock per share at November 30, 1995
----------------- --------- ---------------------
<S> <C> <C>
1,000,000,000 $.01 10,783,369
</TABLE>
As of November 30, 1995, no person held of record, to the knowledge of
the Fund, or owned more than 5% of the outstanding shares of the Fund, except as
set forth in the following table:
<TABLE>
<CAPTION>
Number of Percent of
Name and Address of Shareholder Shares Class
- ------------------------------- --------- ----------
<S> <C> <C>
Minnesota Mutual and affiliates 9,541,917 88.5%
400 Robert Street North
St. Paul, Minnesota 55101
</TABLE>
-13-
<PAGE>
SHAREHOLDER SERVICES
OPEN ACCOUNTS
A shareholder's investment is automatically credited to an open
account maintained for the shareholder by Minnesota Mutual. Stock certificates
are issued only upon written request to Minnesota Mutual but will not be issued
for fractional shares. Following each transaction in the account, a shareholder
will receive a confirmation statement disclosing the current balance of shares
owned and the details of recent transactions in the account. After the close of
each calendar year Minnesota Mutual sends to each shareholder a statement
providing federal tax information on dividends and distributions paid to the
shareholder during the year. This should be retained as a permanent record.
The open account system provides for full and fractional shares
expressed to four decimal places and, by making the issuance and delivery of
stock certificates unnecessary, eliminates problems of handling and safekeeping,
and the cost and inconvenience of replacing lost, stolen, mutilated or destroyed
certificates.
The costs of maintaining the open account system are paid by Advantus
Capital, and no direct charges are made to shareholders. Although the Fund has
no present intention of making such direct charges to shareholders, it reserves
the right to do so. Shareholders will receive prior notice before any such
changes are made.
REDEMPTIONS
The procedures for redemption of Fund shares are summarized in the
Prospectus in the text following the questions "How are Fund shares redeemed?"
The obligation of the Fund to redeem its shares when called upon to do
so by the shareholder is mandatory with the following exceptions.
The Fund will pay in cash all redemption requests by any shareholder
of record, limited in amount during any 90-day period to the lesser of $250,000
or 1% of the net asset value of the Fund at the beginning of such period. When
redemption requests exceed such amount, however, the Fund reserves the right to
make part or all of the payment in the form of securities or other assets of the
Fund. An example of when this might be done is in case of emergency, such as in
those situations enumerated in the following paragraph, or at any time a cash
distribution would impair the liquidity of the Fund to the detriment of the
existing shareholders. Any securities being so distributed would be valued in
the same manner as the portfolio of the Fund is valued. If the recipient sold
such securities, he or she probably would incur brokerage charges. The Fund has
filed with the Securities and Exchange Commission a notification of election
pursuant to Rule 18f-1 under the Investment Company Act of 1940 in order to make
such redemptions in kind.
Redemption of shares, or payment, may be suspended at times (a) when
the New York Stock Exchange is closed for other than customary weekend or
holiday closings, (b) when trading on said Exchange is restricted, (c) when an
emergency exists, as a result of which disposal by the
-14-
<PAGE>
Fund of securities owned by it is not reasonably practicable, or it is not
reasonably practicable for the Fund fairly to determine the value of its net
assets, or during any other period when the Securities and Exchange Commission,
by order, so permits; provided that applicable rules and regulations of the
Securities and Exchange Commission shall govern as to whether the conditions
prescribed in (b) or (c) exist.
DISTRIBUTIONS AND TAX STATUS
The tax status of the Fund and the distributions which it may make are
summarized in the text of the Prospectus following the caption "Taxes." During
the fiscal year ended September 30, 1995, the Fund fulfilled, and the Fund
intends to continue to fulfill, the requirements of Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"), as a regulated investment
company. If so qualified, the Fund will not be liable for federal income taxes
to the extent it distributes its taxable income to its shareholders.
The Fund is subject to a non-deductible excise tax equal to 4 percent
of the excess, if any, of the amount required to be distributed pursuant to the
Code for each calendar year over the amount actually distributed. In order to
avoid the imposition of this excise tax, the Fund generally must declare
dividends by the end of a calendar year representing 98 percent of the Fund's
ordinary income for the calendar year and 98 percent of its capital gain net
income (both long-term and short-term capital gains) for the twelve-month period
ending October 31 of the calendar year.
The foregoing relates only to federal taxation. Prospective
shareholders should consult their tax advisers as to the possible application of
state and local income tax laws to Fund distributions.
FINANCIAL STATEMENTS
The financial statements, including the schedule of investments, for
the Fund as of September 30, 1995, the statement of operations for the year then
ended and the statement of changes in net assets for the year ended September
30, 1995 and the period from November 1, 1993 to September 30, 1994, presented
on the following pages of this Statement of Additional Information have been
included herein in reliance upon the report of KPMG Peat Marwick LLP,
independent auditors, and upon the authority of said firm as experts in
accounting and auditing.
-15-
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
MIMLIC Cash Fund, Inc.:
We have audited the accompanying statement of assets and liabilities,
including the schedule of investments in securities, of the MIMLIC Cash Fund,
Inc. (the Fund) as of September 30, 1995 and the related statement of operations
for the year then ended, the statements of changes in net assets for the year
ended September 30, 1995 and the period from November 1, 1993 to September 30,
1994 and the financial highlights for the year ended September 30, 1995, the
period from November 1, 1993 to September 30, 1994 and each of the years in the
three-year period ended October 31, 1993. These financial statements and the
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and the
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 audits to
obtain reasonable assurance about whether the financial statements and the
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Investment securities held in custody are confirmed
to us by the custodian. 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 the financial highlights
referred to above present fairly, in all material respects, the financial
position of the Fund as of September 30, 1995 and the results of its operations,
changes in its net assets and financial highlights, for the periods stated in
the first paragraph above, in conformity with generally accepted accounting
principles.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
November 3, 1995
<PAGE>
MIMLIC CASH FUND, INC.
Statement of Assets and Liabilities
September 30, 1995
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Investments in securities, at value - see accompanying
schedule for detailed listing (identified cost:
$10,911,862) $10,911,862
Cash in bank on demand deposit........................... 11,536
----------
Total assets......................................... 10,923,398
----------
LIABILITIES
Payable to Adviser for custodian fees.................... 180
Dividends payable to shareholders........................ 1,281
----------
Total liabilities.................................... 1,461
----------
Net assets applicable to outstanding capital stock....... $10,921,937
----------
----------
REPRESENTED BY:
Capital stock - authorized 1,000,000,000 shares of $.01
par value; outstanding, 10,921,937 shares............ $ 109,219
Additional paid-in capital............................. 10,812,718
----------
Total - representing net assets applicable to
outstanding capital stock.......................... $10,921,937
----------
----------
Net asset value per share of outstanding capital stock... $ 1.00
----------
----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
MIMLIC CASH FUND, INC.
STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
<S> <C>
INVESTMENT INCOME:
Interest............................................... $ 637,722
----------
EXPENSES (NOTE 3):
Custodian fees......................................... 11,112
Less fees and expenses paid indirectly through expense
offset arrangements.................................. (1,629)
----------
Total net expenses .................................. 9,483
----------
Investment income - net.............................. 628,239
----------
Net increase in net assets from operations............... $ 628,239
----------
----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
MIMLIC CASH FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED SEPTEMBER 30, 1995 and
THE PERIOD FROM NOVEMBER 1, 1993 TO SEPTEMBER 30, 1994
<TABLE>
<CAPTION>
1995 1994
----------- ---------
<S> <C> <C>
OPERATIONS:
Investment income - net................ $ 628,239 $ 447,206
----------- -----------
Increase in net assets resulting
from operations................. 628,239 447,206
----------- -----------
Distributions to shareholders from net
investment income.................. (628,239) (447,206)
----------- -----------
CAPITAL SHARE TRANSACTIONS, AT CONSTANT NET
ASSET VALUE OF $1.00:
Proceeds from sales.................... 82,208,336 118,291,544
Shares issued in reinvestment of net
investment income distributions...... 626,208 450,141
Payments for redemption of shares...... (84,228,936) (123,352,179)
----------- -----------
Decrease in net assets from
capital share transactions....... (1,394,392) (4,610,494)
----------- -----------
Total decrease in net assets....... (1,394,392) (4,610,494)
Net assets at beginning of period........ 12,316,329 16,926,823
----------- -----------
Net assets at end of period.............. $10,921,937 $12,316,329
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
MIMLIC CASH FUND, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
MIMLIC Cash Fund, Inc. (the Fund) is registered under the Investment
Company Act of 1940 (as amended) as a diversified, open-end management
investment company. Shares of the Fund are presently sold only to the
advisory clients of Advantus Capital Management, Inc. (Advantus Capital or
the Adviser), MIMLIC Asset Management Company (MIMLIC Management) and other
affiliated investment advisers.
On January 18, 1994, the Board of Directors elected to change the fiscal
year end of the Fund from October 31 to September 30.
The significant accounting policies followed by the Fund are summarized as
follows:
INVESTMENTS IN SECURITIES
All securities are valued at the close of each business day. Pursuant to
Rule 2a-7 of the Investment Company Act of 1940 (as amended), all
securities are valued at amortized cost which approximates market value, in
order to maintain a constant net asset value of $1.00.
Security transactions are accounted for on the date the securities are
purchased or sold. Interest income, including amortization of premium and
discount computed on a level-yield basis, is accrued daily.
FEDERAL TAXES
The Fund intends 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. Therefore, no income tax provision is
required. The Fund's policy is to make required minimum distributions
prior to December 31 in order to avoid federal excise tax.
Net investment income and net realized gains (losses) may differ for
financial statement and tax purposes due to temporary book-to-tax
differences. 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 timing of
dividend distributions, the fiscal year in which amounts are distributed
may differ from the year that the income or realized gains (losses) were
recorded by the Fund.
DISTRIBUTIONS TO SHAREHOLDERS
Distributions to shareholders from net investment income are declared daily
and paid monthly. Such distributions are payable in cash or reinvested in
additional shares of the Fund's capital stock.
<PAGE>
2
MIMLIC CASH FUND, INC.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
(2) INVESTMENT SECURITY TRANSACTIONS
For the year ended September 30, 1995, purchases of securities and proceeds
from sales aggregated $84,835,190 and $86,252,000, respectively.
(3) EXPENSES AND RELATED PARTY TRANSACTIONS
On February 14, 1995 shareholders of the Fund approved a new investment
advisory agreement, effective March 1, 1995, with Advantus Capital.
Advantus Capital is a wholly-owned subsidiary of MIMLIC Management which,
prior to March 1, 1995, served as investment adviser to the Fund. Under
the agreement, Advantus Capital manages the Fund's assets and provides
research, statistical and advisory services and pays related office rental
and executive expenses and salaries. Because shares of the Fund are
purchased only with funds managed by Advantus Capital, MIMLIC Management
and other affiliated investment advisers for advisory clients, the Fund
does not pay an advisory fee to Advantus Capital.
Advantus Capital (MIMLIC Management prior to March 1, 1995) pays all
expenses of the Fund except custodian fees. Advantus Capital (MIMLIC
Management prior to March 1, 1995) directly incurs and pays the Fund's
custodian fees and the Fund in turn reimburses Advantus Capital.
The Fund has a compensating balance arrangement with its custodian where
custodian fees are reduced by interest credits earned on cash balances
maintained with the custodian. The total amount of interest credits earned
for the year ended September 30, 1995 was $1,629.
The Minnesota Mutual Life Insurance Company (Minnesota Mutual), the parent
of MIMLIC Management, acts as the Fund's transfer agent, dividend
disbursing agent and redemption agent.
Minnesota Mutual and subsidiaries, as a whole, own 9,760,426 shares or
89.4% of the Fund's outstanding shares as of September 30, 1995.
<PAGE>
3
MIMLIC CASH FUND, INC.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
(4) FINANCIAL HIGHLIGHTS
Per share data for a share of capital stock outstanding during the period
and selected information for each period is as follows:
<TABLE>
<CAPTION>
FOR THE
PERIOD FROM
YEAR NOVEMBER 1,
ENDED 1993 TO YEAR ENDED OCTOBER 31,
SEPTEMBER SEPTEMBER 30, ---------------------------
30, 1995 1994 1993 1992 1991
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period............. $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
------- ------- ------- ------- -------
Income from investment operations:
Net Investment Income........................... 0.0571 0.0342 0.0320 0.0402 0.0638
------- ------- ------- ------- -------
Total from investment operations.............. 0.0571 0.0342 0.0320 0.0402 0.0638
------- ------- ------- ------- -------
Less distributions:
Dividends from net investment income............ (0.0571) (0.0342) (0.0320) (0.0402) (0.0638)
------- ------- ------- ------- -------
Total distributions........................... (0.0571) (0.0342) (0.0320) (0.0402) (0.0638)
------- ------- ------- ------- -------
Net asset value, end of period.................... $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Total return (a).................................. 5.87% 3.49%(b) 3.25% 4.10% 6.57%
Net assets, end of period (in thousands).......... $10,922 $12,316 $16,927 $21,047 $32,691
Ratio of expenses to average daily net assets..... 0.10% 0.08%(c) 0.07% 0.06% 0.08%
Ratio of net investment income to
average daily net assets......................... 5.71% 3.68%(c) 3.20% 4.12% 6.21%
- ------------------------------------
(a) Total return figures are based on a share outstanding throughout the period and assumes reinvestment of distributions
at net asset value.
(b) Total return is presented for the eleven-month period from November 1, 1993 to September 30, 1994.
(c) Adjusted to an annual basis.
</TABLE>
<PAGE>
MIMLIC Cash Fund, Inc.
Investments in Securities
September 30, 1995
(Percentages of each investment category relate to total net assets.)
<TABLE>
<CAPTION>
MARKET
PRINCIPAL VALUE(A)
--------- ----------
<S> <C> <C> <C>
U.S. GOVERNMENT AND AGENCIES OBLIGATIONS ( 13.5%)
$145,000 Farm Credit Discount Note .................................. 5.70% 10/04/95 $ 144,911
150,000 Farm Credit Discount Note .................................. 5.75% 10/25/95 149,413
100,000 Federal National Mortgage Association Discount Note ........ 5.76% 10/20/95 99,688
200,000 Federal National Mortgage Association Discount Note ........ 5.70% 10/20/95 199,380
120,000 Federal National Mortgage Association Discount Note ........ 5.66% 11/02/95 119,389
125,000 U.S. Treasury Bill.......................................... 5.53% 10/12/95 124,776
640,000 U.S. Treasury Bill.......................................... 5.79% 11/16/95 635,346
--------------
Total U.S. government and agencies obligations (cost: $1,472,903)......................... 1,472,903
--------------
COMMERCIAL PAPER ( 86.5%)
CAPITAL GOODS ( 6.4%)
Aerospace/Defense ( 2.7%)
300,000 Rockwell International (c)................................. 5.75% 11/13/95 297,939
--------------
Information Processing ( 3.7%)
400,000 Hewlett-Packard ............................................ 5.79% 10/17/95 398,937
--------------
CONSUMER STAPLES ( 24.6%)
Drugs ( 6.7%)
440,000 American Home Products (c)................................. 5.89% 10/12/95 439,155
300,000 Schering Corp .............................................. 5.75% 01/17/96 294,950
--------------
734,105
--------------
Food ( 7.9%)
500,000 Coca Cola Company .......................................... 5.73% 11/22/95 495,878
370,000 CPC International Inc (c)................................... 5.81% 10/26/95 368,485
--------------
864,363
--------------
Household Products ( 2.7%)
300,000 Philip Morris .............................................. 5.76% 11/17/95 297,748
--------------
Media ( 4.5%)
500,000 McGraw-Hill Co ............................................. 5.76% 12/11/95 494,400
--------------
Retail ( 2.8%)
300,000 Toys R Us, Inc. ............................................ 5.80% 10/25/95 298,817
--------------
CREDIT SENSITIVE ( 4.6%)
Hardware and Tools ( 4.6%)
500,000 Stanley Works .............................................. 5.85% 10/05/95 499,601
--------------
</TABLE>
See accompanying notes to investments in securites.
<PAGE>
MIMLIC CASH FUND, INC.
INVESTMENTS IN SECURITIES - CONTINUED
<TABLE>
<CAPTION>
MARKET
PRINCIPAL VALUE(A)
--------- ----------
<S> <C> <C> <C>
Energy ( 3.6%)
Oil and Gas Production ( 3.6%)
$400,000 Atlantic Richfield ......................................... 5.71% 12/20/95 $ 395,005
--------------
Financial ( 27.3%)
Consumer Finance ( 27.3%)
400,000 American General Finance ................................... 5.84% 11/21/95 396,718
300,000 Associates Corp ............................................ 5.78% 12/01/95 297,086
500,000 Ford Motor Credit .......................................... 5.84% 11/14/95 496,425
400,000 GMAC ....................................................... 6.01% 10/11/95 399,290
500,000 Norwest Financial .......................................... 5.80% 11/15/95 496,371
500,000 Pitney-Bowes Credit ........................................ 5.77% 12/27/95 493,143
400,000 US West Capital (c)......................................... 5.83% 11/02/95 397,921
--------------
2,976,954
--------------
Utilities ( 20.0%)
Electric ( 11.3%)
340,000 Alabama Power .............................................. 5.79% 11/03/95 338,179
500,000 Midamerica Energy .......................................... 5.85% 10/30/95 497,612
400,000 Public Service Electric & Gas .............................. 5.88% 10/27/95 398,275
--------------
1,234,066
--------------
Telephones ( 8.7%)
250,000 Ameritech Corp ............................................. 5.83% 11/09/95 248,417
300,000 AT&T Corp .................................................. 5.82% 10/24/95 298,860
400,000 Southwestern Bell Capital Corp (c).......................... 5.81% 10/04/95 399,747
--------------
947,024
--------------
Total commercial paper (cost: $9,438,959)................................................. 9,438,959
--------------
Total investments in securities (cost: $10,911,862)(b)....................................$ 10,911,862
--------------
--------------
Notes to Investments in Securities
(a) Securities are valued by procedures described in note 1 to the financial statements.
(b) Also represents the cost of securities for federal income tax purposes at September 30, 1995.
(c) Commercial paper sold within terms of a private placement memorandum, exempt from registration
under Section 4(2) of the Securities Act of 1933, as amended, and may be sold only to dealers in that
program of other "accredited investors." This security has been determined to be liquid under guide-
lines established by the board of directors.
</TABLE>
<PAGE>
PART C. OTHER INFORMATION
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements: The financial statements of the Registrant are
included in Part B of the Registration Statement.
(b) Exhibits:
(1) Articles of Incorporation of the Registrant
(2) Revised Bylaws of the Registrant
(4) Specimen common shares of the Registrant
(5) Investment Advisory Agreement between the Registrant and
Advantus Capital Management, Inc.
(6) Distribution Agreement between the Registrant and MIMLIC
Sales Corporation
(8) Custodian Agreement between the Registrant and Bankers Trust
Company
(10) Opinion and Consent of Dorsey & Whitney P.L.L.P.
(11) Consent of KPMG Peat Marwick LLP
(13) Letter of Investment Intent regarding the Registrant's
initial capital
(16) Calculation of Yield of the Registrant
(17) Financial Data Schedule
(19) Power of Attorney to sign Registration Statement executed by
Directors of Registrant
<PAGE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Wholly-owned subsidiaries of The Minnesota Mutual Life Insurance Company:
MIMLIC Asset Management Company
The Ministers Life Insurance Company
MIMLIC Corporation
Minnesota Fire and Casualty Company
Northstar Life Insurance Company (New York)
Robert Street Energy, Inc.
Open-end registered investment company offering shares solely to separate
accounts of The Minnesota Mutual Life Insurance Company:
MIMLIC Series Fund, Inc.
Wholly-owned subsidiaries of MIMLIC Asset Management Company:
MIMLIC Sales Corporation
Advantus Capital Management, Inc.
Wholly-owned subsidiaries of MIMLIC Corporation:
DataPlan Securities, Inc. (Ohio)
MIMLIC Imperial Corporation
MIMLIC Funding, Inc.
MIMLIC Venture Corporation
Personal Finance Company (Delaware)
Wedgewood Valley Golf, Inc.
Ministers Life Resources, Inc.
Enterprise Holding Corporation
HomePlus Agency, Inc.
Wholly-owned subsidiaries of Enterprise Holding Corporation:
Oakleaf Service Corporation
Lafayette Litho, Inc.
Financial Ink Corporation
Concepts in Marketing Research Corporation
Concepts in Marketing Services Corporation
National Association of Religious Professionals, Inc.
Wholly-owned subsidiary of Minnesota Fire and Casualty Company:
HomePlus Insurance Company
Majority-owned subsidiaries of MIMLIC Imperial Corporation:
J. H. Shoemaker Advisory Corporation
Consolidated Capital Advisors, Inc.
Fifty percent-owned subsidiary of MIMLIC Imperial Corporation:
C.R.I. Securities, Inc.
Wholly-owned subsidiary of Oakleaf Service Corporation:
New West Agency, Inc. (Oregon)
Majority-owned subsidiaries of The Minnesota Mutual Life Insurance Company:
MIMLIC Life Insurance Company (Arizona)
MIMLIC Cash Fund, Inc.
Advantus Cornerstone Fund, Inc.
Advantus Enterprise Fund, Inc.
Advantus International Balanced Fund, Inc.
Less than majority owned, but greater than 25% owned, subsidiaries of The
Minnesota Mutual Life Insurance Company:
Advantus Horizon Fund, Inc.
Advantus Money Market Fund, Inc.
Less than 25% owned subsidiaries of The Minnesota Mutual Life Insurance Company:
Advantus Bond Fund, Inc.
Advantus Spectrum Fund, Inc.
Advantus Mortgage Securities Fund, Inc.
Unless indicated otherwise parenthetically, each of the above
corporations is a Minnesota corporation.
<PAGE>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
As of November 30, 1995, a date within 90 days of the date of filing of
this amendment to the Registration Statement:
Title of Class Number of Record Holders
-------------- ------------------------
Common Shares 14
ITEM 27. INDEMNIFICATION
The Articles of Incorporation and Bylaws of the Registrant provide that the
Registrant shall indemnify such persons, for such expenses and liabilities, in
such manner, under such circumstances, to the full extent permitted by Section
302A.521, Minnesota Statutes, as now enacted or hereafter amended, provided that
no such indemnification may be made if it would be in violation of Section 17(h)
of the Investment Company Act of 1940, as now enacted or hereafter amended.
Section 302A.521 of the Minnesota Statutes, as now enacted, provides that a
corporation shall indemnify a person made or threatened to be made a party to a
proceeding against judgments, penalties, fines, settlements and reasonable
expenses, including attorneys' fees and disbursements, incurred by the person in
connection with the proceeding, if, with respect to the acts or omissions of the
person complained of in the proceeding, the person has not been indemnified by
another organization for the same judgments, penalties, fines, settlements and
reasonable expenses incurred by the person in connection with the proceeding
with respect to the same acts or omissions; acted in good faith; received no
improper personal benefit and the Minnesota Statute dealing with directors'
conflicts of interest, if applicable, has been satisfied; in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was unlawful
and reasonably believed that the conduct was in the best interests of the
corporation or, in certain circumstances, reasonably believed that the conduct
was not opposed to the best interests of the corporation.
Section 17(h) of the Investment Company Act of 1940 provides that neither
the charter, certificate of incorporation, articles of association, indenture
of trust, nor the by-laws of any registered investment company, nor any other
instrument pursuant to which such company is organized or administered, shall
contain any
<PAGE>
provisions which protects or purports to protect any director or officer of such
company against any liability to the company or to its security holders to which
he would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of duties involved in the conduct of his
office. The staff of the Securities and Exchange Commission has stated that it
is of the view that an indemnification provision does not violate Section 17(h)
if it precludes indemnification for any liability arising by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of duties
("Disabling conduct") and sets forth reasonable and fair means for determining
whether indemnification shall be made. In the staff's view, "reasonable and
fair means" would include (1) a final decision on the merits by a court or other
body before whom the proceeding was brought that the person to be indemnified
("indemnitee") was not liable by reason of disabling conduct or, (2) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the indemnitee was not liable by reason of disabling conduct, by
(a) the vote of a majority of a quorum of directors who are neither "interested
persons" of the company as defined in Section 2(a)(19) of the Investment Company
Act of 1940 nor parties to the proceeding ("disinterested, non-party directors")
or (b) an independent legal counsel in a written opinion. The dismissal of
either a court action or administrative proceeding against an indemnitee for
insufficiency of evidence of any disabling conduct with which he has been
charged would, in the staff's view, provide reasonable assurance that he was not
liable by reason of disabling conduct. The staff also believes that a
determination by the vote of a majority of a quorum of disinterested, non-party
directors would provide reasonable assurance that the indemnitee was not liable
by reason of disabling conduct.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Directors and Officers Office with
of Investment Adviser Investment Adviser Other Business Connections
Paul H. Gooding President and President, Treasurer and
Director Director, MIMLIC Asset
Management Company; President,
Secretary and Director, MIMLIC
Corporation; Director, MIMLIC
Imperial Corporation;
Director, MIMLIC Venture
Corporation;
<PAGE>
Vice President and Director,
MIMLIC Funding, Inc.; Vice
President and Director, Robert
Street Energy, Inc.; Vice
President, Director, Personal
Finance Company; Vice
President and Treasurer, The
Minnesota Mutual Life
Insurance Company
James P. Tatera Senior Vice President, Vice President and Chief
Treasurer and Director Equity Portfolio Manager,
MIMLIC Asset Management
Company; Vice President,
MIMLIC Funding, Inc.; Second
Vice President, The Minnesota
Mutual Life Insurance Company
Thomas A. Gunderson Vice President None
Kent R. Weber Vice President None
Wayne R. Schmidt Vice President Secretary and Treasurer,
MIMLIC Funding, Inc.;
Treasurer and Assistant
Secretary, Robert Street
Energy, Inc.; Vice President
and Secretary, MIMLIC Imperial
Corporation
Matthew D. Finn Vice President President, Unified Capital
Management, Inc.
Jeffrey R. Erickson Vice President None
Kevin J. Hiniker Secretary Senior Attorney, MIMLIC
Asset Management Company
ITEM 29. PRINCIPAL UNDERWRITERS
(a) MIMLIC Sales currently acts as a principal underwriter for the
following investment companies:
Advantus Horizon Fund, Inc.
Advantus Spectrum Fund, Inc.
Advantus Mortgage Securities Fund, Inc.
Advantus Money Market Fund, Inc.
Advantus Bond Fund, Inc.
Advantus Cornerstone Fund, Inc.
Advantus Enterprise Fund, Inc.
Advantus International Balanced Fund, Inc.
MIMLIC Cash Fund, Inc.
Minnesota Mutual Variable Fund D
Minnesota Mutual Variable Annuity Account
Minnesota Mutual Variable Life Account
Minnesota Mutual Group Variable Annuity Account
Minnesota Mutual Variable Universal Life Account
<PAGE>
(b) The name and principal business address, positions and offices
with MIMLIC Sales, and positions and offices with the Registrant of each
director and officer of MIMLIC Sales is as follows:
Positions and Positions and
Name and Principal Offices Offices
Business Address with Underwriter with Registrant
- ------------------ ---------------- ---------------
Robert E. Hunstad Chairman of the Board None
The Minnesota Mutual and Director
Life Insurance Company
400 Robert Street North
St. Paul, Minnesota 55101
Bardea C. Huppert President, Chief Vice President
MIMLIC Sales Corporation Executive Officer and
400 Robert Street North Director
St. Paul, Minnesota 55101
Derick R. Black Vice President and None
MIMLIC Sales Corporation Chief Compliance Officer
400 Robert Street North
St. Paul, Minnesota 55101
Margaret Milosevich Vice President, Chief None
MIMLIC Sales Corporation Operations Officer and
400 Robert Street North Treasurer
St. Paul, Minnesota 55101
Dennis E. Prohofsky Secretary and Director None
The Minnesota Mutual
Life Insurance Company
400 Robert Street North
St. Paul, Minnesota 55101
Thomas L. Clark Assistant Secretary None
MIMLIC Sales Corporation
400 Robert Street North
St. Paul, Minnesota 55101
Kevin Collier Assistant Secretary None
MIMLIC Sales Corporation
400 Robert Street North
St. Paul, Minnesota 55101
(c) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The physical possession of the accounts, books and other documents
required to be maintained by Section 3(a) of the Investment Company Act of 1940
and Rules 31a-1 to 31a-3 promulgated thereunder is maintained by Minnesota
Mutual, 400 Robert Street North, St. Paul, Minnesota 55101; except that the
physical possession of certain accounts, books and other documents related to
the custody of the Registrant's securities is maintained by Bankers Trust
Company, 280 Park Avenue, New York, NY 10017.
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-
Effective Amendment to its Registration Statement to be signed on its behalf by
the undersigned, thereto duly authorized, in the City of St. Paul and the State
of Minnesota on the 26th day of January, 1996.
MIMLIC CASH FUND, INC.
Registrant
By /s/ Paul H. Gooding
-----------------------------------
Paul H. Gooding, President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
/s/ Paul H. Gooding President (principal
- ----------------------------- executive officer) January 26, 1996
Paul H. Gooding and Director
/s/ Frederick P. Feuerherm Director and Treasurer
- ------------------------------ (principal financial) January 26, 1996
Frederick P. Feuerherm and accounting officer)
RALPH D. EBBOTT* Director)
- ------------------------------ )
Ralph D. Ebbott ) By /s/ Paul H. Gooding
) ----------------------------
) Paul H. Gooding
) Attorney-in-Fact
CHARLES E. ARNER* Director)
- ------------------------------ )
Charles E. Arner ) Dated: January 26, 1996
)
)
Ellen S. Berscheid* Director)
- ------------------------------ )
Ellen S. Berscheid )
- ---------------
*Registrant's director executing power of attorney dated April 19, 1995, a copy
of which is filed herewith.
<PAGE>
MIMLIC CASH FUND, INC.
EXHIBITS
<PAGE>
Exhibit Index
Exhibit Number and Description
- ------------------------------
1 Articles of Incorporation of the Registrant
2 Revised Bylaws of the Registrant
4 Specimen common shares of the Registrant
5 Investment Advisory Agreement between the Registrant and Advantus
Capital Management, Inc.
6 Distribution Agreement between the Registrant and MIMLIC Sales
Corporation
8 Custodian Agreement between the Registrant and Bankers Trust Company
10 Opinion and Consent of Dorsey & Whitney P.L.L.P.
11 Consent of KPMG Peat Marwick LLP
13 Letter of Investment Intent
16 Calculation of Yield of the Registrant
17 Financial Data Schedule
19 Power of Attorney to sign Registration Statement executed by Directors
of Registrant
<PAGE>
EXHIBIT (1)
Articles of Incorporation
of
MIMLIC Cash Fund, Inc.
For the purpose of forming a corporation pursuant to the provisions of
Minnesota Statutes, Chapter 302A, the following Articles of Incorporation are
adopted:
1. The name of this corporation is MIMLIC Cash Fund, Inc.
2. This corporation shall have general business purposes and shall have
unlimited power to engage in and do any lawful act concerning any and all lawful
businesses for which corporations may be organized under the Minnesota Statutes,
Chapter 302A. Without limiting the generality of the foregoing, this
corporation shall have specific power:
(a) To conduct, operate and carry on the business of a so-called
"open end" management investment company pursuant to applicable state and
federal regulatory statutes, and exercise all the powers necessary and
appropriate to the conduct of such operations.
(b) To purchase, subscribe for, invest in or otherwise acquire, and
to own, hold, pledge, mortgage, hypothecate, sell, possess, transfer or
otherwise dispose of, or turn to account or realize upon, and generally deal in,
all forms of securities of every kind, nature, character, type and form,
including but not limited to, shares, stocks, bonds, debentures, notes, scrip,
participation certificates, rights to subscribe, warrants, options, certificates
of deposit, bankers acceptances, repurchase agreements, commercial paper, choses
in action, evidences of indebtedness, certificates of indebtedness and
certificates of interest of any and every kind and nature whatsoever, secured
and unsecured, issued or to be issued, by any corporation, company, partnership
(limited or general), association, trust, entity or person, public or private,
whether organized under the laws of the United States, or any state,
commonwealth, territory or possession thereof, or organized under the laws of
any foreign country, or any state, province, territory or possession thereof, or
issued or to be issued by the United States government or any agency or
instrumentality thereof.
<PAGE>
(c) In the above provisions of this Article 2, purposes shall also be
construed as powers and powers shall also be construed as purposes, and the
enumeration of specific purposes or powers shall not be construed to limit other
statements of purposes or to limit purposes or powers which the corporation may
otherwise have under applicable law, all of the same being separate and
cumulative, and all of the same may be carried on, promoted and pursued,
transacted or exercised in any place whatsoever.
3. This corporation shall have perpetual existence.
4. The address of the registered office of this corporation in Minnesota
is 400 North Robert Street, St. Paul, Minnesota 55101.
5. The total authorized number of shares of this corporation is
1,000,000,000, all of which shall be common shares of the par value of $.01
each.
Shares of any class or series of the corporation may be issued to the
holders of shares of another class or series of the corporation, whether to
effect a share dividend or split or otherwise, without the authorization or
approval of the holders of shares of any class or series of the corporation.
The corporation may issue and sell its shares in fractional denominations to the
same extent as its whole shares, and shares in fractional denominations shall
have in proportion to the respective fractions represented thereby, all the
rights of whole shares, including, without limitation, the right to vote, the
right to receive dividends and distributions, and the right to participate upon
liquidation of the corporation.
6. The shareholders of this corporation:
(a) shall not have the right to cumulate votes for the election of
directors;
(b) shall have no preemptive right to subscribe for or acquire
securities or rights to purchase securities of any kind, class or series of this
corporation now or hereafter made; and
(c) shall have the power by the affirmative vote of the holders of a
majority of the outstanding shares entitled to vote thereon, (i) to authorize
the sale, lease, exchange or other disposal of all, or substantially all, of the
property and assets of this corporation, including its
-2-
<PAGE>
goodwill, (ii) to amend the articles of incorporation of this corporation, and
(iii) to adopt an agreement of consolidation or merger.
7. The following additional provisions, when consistent with law, are
hereby established for the management of the business, for the conduct of the
affairs of the corporation, and for the purpose of describing certain specific
powers of the corporation and of its directors and shareholders.
(a) In furtherance and not in limitation of the powers conferred by
statute and pursuant to these Articles of Incorporation, the Board of Directors
is expressly authorized to do the following:
(1) to make, adopt, alter, amend and repeal Bylaws of the
corporation unless reserved to the shareholders by the Bylaws or by the laws of
the State of Minnesota, subject to the power of the shareholders to change or
repeal such Bylaws;
(2) to distribute, in its discretion, for any fiscal year (in
the year or in the next fiscal year) as ordinary dividends and as capital gains
distributions, respectively, amounts sufficient to enable the corporation as a
regulated investment company to avoid any liability for federal income tax in
respect of such year. Any distribution or dividend paid to shareholders from
any capital source shall be accompanied by a written statement showing the
source or sources of such payment;
(3) to authorize, subject to such vote, consent, or approval of
shareholders and other conditions, if any, as may be required by any applicable
statute, rule or regulation, the execution and performance by the corporation of
any agreement or agreements with any person, corporation, association, company,
trust, partnership (limited or general) or other organization whereby, subject
to the supervision and control of the Board of Directors, any such other person,
corporation, association, company, trust, partnership (limited or general), or
other organization shall render underwriting, brokerage, managerial, investment
advisory and/or related services to the corporation (including, if deemed
advisable, the management or supervision of the
-3-
<PAGE>
investment portfolio of the corporation) upon such terms and conditions as may
be provided in such agreement or agreements;
(4) to authorize any agreement of the character described in
subparagraph 3 of this paragraph (a) with any person, corporation, association,
company, trust, partnership (limited or general) or other organization, although
one or more of the members of the Board of Directors or officers of the
corporation may be the other party to any such agreement or an officer,
director, shareholder, or member of such other party, and no such agreement
shall be invalidated or rendered voidable by reason of the existence of any such
relationship. Any director of the corporation who is also a director or officer
of such other corporation or who is so interested or associated with such other
corporation or organization may be counted in determining the existence of a
quorum at any meeting of the Board of Directors which shall authorize any such
agreement, and may vote thereat to authorize any such contract or transaction,
with like force and effect as if he were not such director or officer of such
other corporation or not so interested or associated. Any agreement entered
into pursuant to said subparagraph 3 shall be consistent with and subject to the
requirements of Section 15 of the Investment Company Act of 1940 (including any
amendment thereof or other applicable Act of Congress hereafter enacted), and no
amendment to any agreement entered into pursuant to said subparagraph 3 (other
than an amendment reducing the compensation of the other party thereto) shall be
effective unless assented to by the affirmative vote of a majority of the
outstanding voting securities of the corporation, as such phrase is defined in
the Investment Company Act of 1940;
(5) to allot and authorize the issuance of the authorized but
unissued shares of this corporation;
(6) to accept or reject subscriptions for shares of any class
made after incorporation; and
(7) to fix the terms, conditions and provisions of and authorize
the issuance of options to purchase or subscribe for shares of any class or
classes including the option price or prices at which shares may be purchased or
subscribed for.
-4-
<PAGE>
(b) The determination as to any of the following matters made by or
pursuant to the direction of the Board of Directors consistent with these
Articles of Incorporation and in the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of duties, shall be final and conclusive
and shall be binding upon the corporation and every holder of shares of its
capital stock, namely, the amount of the assets, obligations, liabilities and
expenses of the corporation; the amount of the net income of the corporation
from dividends and interest for any period and the amount of assets at any time
legally available for the payment of dividends; the amount of paid-in surplus,
other surplus, annual or other net profits, or net assets in excess of capital,
undivided profits, or excess of profits over losses on sales of securities; the
amount, purpose, time of creation, increase or decrease, alteration or
cancellation of any reserves or charges and the propriety thereof (whether or
not any obligation or liability for which such reserves or charges shall have
been created shall have been paid or discharged); the market value, or any sale,
bid or asked price to be applied in determining the market value, of any
security owned or held by the corporation; the fair value of any other asset
owned by the corporation; the number of shares of the corporation issued or
issuable; any matter relating to the acquisition, holding and disposition of
securities and other assets by the corporation; and any question as to whether
any transaction constitutes a purchase of securities on margin, a short sale of
securities, or an underwriting of the sale of, or participation in any
underwriting or selling group in connection with the public distribution of any
securities.
(c) The Board of Directors or the shareholders of the corporation may
adopt, amend, affirm or reject investment policies and restrictions upon
investment or the use of assets of the corporation and may designate some such
policies as fundamental and not subject to change other than by a vote of a
majority of its outstanding voting securities, as such phrase is defined in the
Investment Company Act of 1940.
(d) The corporation shall indemnify such persons, for such expenses
and liabilities, in such manner, under such circumstances, and to the full
extent permitted by Section
-5-
<PAGE>
302A.521 of the Minnesota Statutes, as now enacted or hereafter amended,
provided, however, that no such indemnification may be made if it would be in
violation of Section 17(h) of the Investment Company Act of 1940, as now enacted
or hereafter amended.
(e) Any action which might be taken at a meeting of the Board of
Directors, or any duly constituted committee thereof, may be taken without a
meeting if done in writing and signed by a majority of the directors or
committee members.
8. The names of the first directors, who shall serve until the first
annual meeting of shareholders or until their successors are elected and
qualified, are:
Name
----
Joseph R. Bird
Paul H. Gooding
Charles E. Arner
Ralph D. Ebbott
Ellen Berscheid
9. The name and address of the incorporator, who is a natural person of
full age, are:
Eric J. Bentley 400 North Robert Street
St. Paul, Minnesota 55101
-6-
<PAGE>
IN WITNESS WHEREOF, the undersigned sole incorporator has executed these
Articles of Incorporation on January 22, 1987.
/s/ Eric J. Bentley
----------------------------------
Eric J. Bentley
STATE OF MINNESOTA )
) ss
COUNTY OF RAMSEY )
On January 22, 1987, before me, a Notary Public, personally appeared Eric
J. Bentley, to me known to be the person named as incorporator and who executed
the foregoing Articles of Incorporation, and he acknowledged that he executed
the same as his free act and deed.
(Notarial Seal) /s/ Lucille Pollnow
---------------------------------
-7-
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
MIMLIC CASH FUND, INC.
The undersigned, Joseph R. Bird, the President and Treasurer of MIMLIC Cash
Fund, Inc. (the "Corporation"), a corporation subject to the provisions of
Chapter 302A of the Minnesota Statutes, hereby certifies as follows:
1. That the name of the Corporation is MIMLIC Cash Fund, Inc.,;
2. That the original Articles of Incorporation for this Corporation were
filed in the offices of the Secretary of State of the State of Minnesota on
January 26, 1987; and
3. That, pursuant to a Joint Annual Meeting of Shareholders of said
Corporation, on January 24, 1989, a resolution as hereinafter set forth was
adopted by the affirmative vote of the holders of a majority of the outstanding
shares entitled to vote thereon.
RESOLVED, that the Articles of Incorporation of MIMLIC Cash Fund,
Inc., are hereby amended to add the following Article 10 limiting the
liability of directors of said Corporation:
To the fullest extent permitted by the Minnesota Statutes, Chapter
302A, as the same exists or may hereafter be amended (except as
prohibited by the Investment Company Act of 1940, as amended),
a director of this corporation shall not be liable to this
corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director.
4. Except as amended in Article 3 of these Articles of Amendment, the
Articles of Incorporation of this Corporation as filed with the Secretary of
State of the State of Minnesota on January 26, 1987, shall remain unchanged and
in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment on January 24, 1989.
/s/ Joseph R. Bird
---------------------------------
Joseph R. Bird
<PAGE>
EXHIBIT 2
BYLAWS
OF
MIMLIC CASH FUND, INC.
(As Amended and Restated January 24, 1989)
ARTICLE I.
OFFICES, CORPORATE SEAL
SECTION 1.01. NAME. The name of the corporation is MIMLIC Cash Fund, Inc.
SECTION 1.02. REGISTERED OFFICE. The registered office of the corporation
in Minnesota shall be that set forth in the Articles of Incorporation or in the
most recent amendment of the Articles of Incorporation or resolution of the
directors filed with the Secretary of State of Minnesota changing the registered
office.
SECTION 1.03. CORPORATE SEAL. The corporation shall have no seal.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
SECTION 2.01. PLACE AND TIME OF MEETINGS. Except as provided otherwise by
Minnesota Statutes Chapter 302A, meetings of the shareholders may be held at any
place, within or without the State of Minnesota, designated by the directors
and, in the absence of such designation, shall be held at the registered office
of the corporation in the State of Minnesota. The directors shall designate the
time of day for each meeting and, in the absence of such designation, every
meeting of shareholders shall be held at 10:00 A.M.
SECTION 2.02. REGULAR MEETINGS.
(a) Annual meetings of shareholders are not required by these Bylaws.
Regular meetings of shareholders shall be held only with such frequency and at
such times and places as required by law.
(b) At each regular meeting, the shareholders, voting as provided in the
Articles of Incorporation and these Bylaws, shall designate the number of
directors to constitute the Board of Directors (subject to the authority of the
Board of Directors thereafter to increase the number of directors as permitted
by law), shall elect directors, and shall transact such other business as may
properly come before them.
SECTION 2.03. SPECIAL MEETINGS. Special meetings of the shareholders may
be held at any time and for any purpose and may be called by the Chairman of the
Board, the President, any two directors, or by one or more shareholders holding
ten percent (10%) or more of the shares entitled to vote on the matters to be
presented to the meeting.
<PAGE>
SECTION 2.04. QUORUM, ADJOURNED MEETINGS. The holders of ten percent
(10%) of the shares outstanding and entitled to vote shall constitute a quorum
for the transaction of business at any regular or special meeting. In case a
quorum shall not be present at a meeting, those present in person or by proxy
shall adjourn the meeting to such day as they shall, by majority vote, agree
upon without further notice other than by announcement at the meeting at which
such adjournment is taken. If a quorum is present, a meeting may be adjourned
from time to time without notice other than announcement at the meeting. At
adjourned meetings at which a quorum is present, any business may be transacted
which might have been transacted at the meetings as originally noticed. If a
quorum is present, the shareholders may continue to transact business until
adjournment notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
SECTION 2.05. VOTING. At each meeting of the shareholders every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy. Each shareholder, unless the Articles of Incorporation provide
otherwise, shall have one vote for each share having voting power registered in
his name on the books of the corporation. Except as otherwise specifically
provided by these Bylaws or as required by provisions of the Investment Company
Act of 1940 or other applicable laws, all questions shall be decided by a
majority vote of the number of shares entitled to vote and represented at the
meeting at the time of the vote.
SECTION 2.06. VOTING - PROXIES. The right to vote by proxy shall exist
only if the instrument authorizing such proxy to act shall have been executed in
writing by the shareholder himself or by his attorney thereunto duly authorized
in writing. No proxy shall be voted on after eleven months from its date unless
it provides for a longer period.
SECTION 2.07. CLOSING OF BOOKS. The Board of Directors may fix a time,
not exceeding sixty (60) days preceding the date of any meeting of shareholders,
as a record date for the determination of the shareholders entitled to notice
of, and to vote at, such meeting, notwithstanding any transfer of shares on the
books of the corporation after any record date so fixed. The Board of Directors
may close the books of the corporation against the transfer of shares during the
whole or any part of such period. If the Board of Directors fails to fix a
record date for determination of the shareholders entitled to notice of, and to
vote at, any meeting of shareholders, the record date shall be the thirtieth
(30th) day preceding the date of such meeting.
SECTION 2.08. NOTICE OF MEETINGS. There shall be mailed to each
shareholder, shown by the books of the corporation to be a holder of record of
voting shares, at his address as shown by the books of the corporation, a notice
setting out the time and place of each regular meeting and each special meeting,
which notice shall be mailed at least ten (10) days prior thereto; except that
notice of a meeting at which an agreement of merger or consolidation is to be
considered shall be mailed to all shareholders of record, whether entitled to
vote or not, at least two (2) weeks prior thereto. Every notice of any special
meeting shall state the purpose or purposes for which the meeting has been
called, pursuant to Section 2.03, and the business transacted at all special
meetings shall be confined to the purpose stated in such notice.
-2-
<PAGE>
SECTION 2.09. WAIVER OF NOTICE. Notice of any regular or special meeting
may be waived either before, at or after such meeting orally or in writing
signed by each shareholder or representative thereof entitled to vote the shares
so represented. A shareholder, by his attendance at any meeting of
shareholders, shall be deemed to have waived notice of such meeting, except
where the shareholder objects at the beginning of the meeting to the transaction
of business because the meeting is not lawfully called or convened, or objects
before a vote on an item of business because the item may not lawfully be
considered at that meeting and does not participate in the consideration of the
item at that meeting.
SECTION 2.10. WRITTEN ACTION. Any action which might be taken at a
meeting of the shareholders may be taken without a meeting if done in writing
and signed by all of the shareholders entitled to vote on that action.
ARTICLE III.
DIRECTORS
SECTION 3.01. NUMBER, QUALIFICATION AND TERM OF OFFICE. Until the first
meeting of shareholders, the number of directors shall be the number named in
the Articles of Incorporation. Thereafter, the number of directors shall be
established by resolution of the shareholders (subject to the authority of the
Board of Directors to increase the number of directors as permitted by law). In
the absence of such shareholder resolution, the number of directors shall be the
number last fixed by the shareholders or the Board of Directors, or the Articles
of Incorporation. Directors need not be shareholders. Each of the directors
shall hold office until the regular meeting of shareholders next held after his
election and until his successor shall have been elected and shall qualify, or
until the earlier death, resignation, removal or disqualification of such
director.
SECTION 3.02. ELECTION OF DIRECTORS. Except as otherwise provided in
Sections 3.11 and 3.12 hereof, the directors shall be elected at each regular
shareholders' meeting. In the event that directors are not elected at a regular
shareholders' meeting, then directors may be elected at a special shareholders'
meeting, provided that the notice of such meeting shall contain mention of such
purpose. At each shareholders' meeting for the election of directors, the
directors shall be elected by a plurality of the votes validly cast at such
election.
SECTION 3.03. GENERAL POWERS.
(a) Except as otherwise permitted by statute, the property, affairs and
business of the corporation shall be managed by the Board of Directors, which
may exercise all the powers of the corporation except those powers vested solely
in the shareholders of the corporation by statute, the Articles of
Incorporation, or these Bylaws, as amended.
(b) All acts done by any meeting of the Directors or by any person acting
as a director, so long as his successor shall not have been duly elected or
appointed, shall, notwithstanding that it be afterwards discovered that there
was some defect in the election of the directors or such person acting as
aforesaid or that they or any of them were disqualified, be as valid as if the
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<PAGE>
directors or such other person, as the case may be, had been duly elected and
were or was qualified to be directors or a director of the corporation.
SECTION 3.04. POWER TO DECLARE DIVIDENDS.
(a) The Board of Directors, from time to time as they may deem advisable,
may declare and pay dividends in cash or other property of the corporation, out
of any source available for dividends, to the shareholders according to their
respective rights and interests.
(b) The Board of Directors may at any time declare and distribute pro rata
among the shareholders a "stock dividend" out of the corporation's authorized
but unissued shares of stock, including any shares previously purchased by the
corporation.
SECTION 3.05. BOARD MEETINGS. Meetings of the Board of Directors shall be
held from time to time at such time and place within or without the State of
Minnesota as may be designated in the notice of such meeting.
SECTION 3.06. CALLING MEETINGS, NOTICE. A director may call a meeting by
giving five (5) days notice to all directors of the date, time, and place of the
meeting; provided that if the day or date, time and place of a board meeting
have been announced at a previous meeting of the board, no notice is required.
SECTION 3.07. WAIVER OF NOTICE. Notice of any meeting of the Board of
Directors may be waived by any director either before, at, or after such meeting
orally or in writing signed by such director. A director, by his attendance and
participation in the action taken at any meeting of the Board of Directors,
shall be deemed to have waived notice of such meeting, except where the director
objects at the beginning of the meeting to the transaction of business because
the meeting is not lawfully called or convened and does not participate
thereafter in the meeting.
SECTION 3.08. QUORUM. A majority of the directors holding office
immediately prior to a meeting of the Board of Directors shall constitute a
quorum for the transaction of business at such meeting; provided, however,
notwithstanding the above, if the Board of Directors is taking action pursuant
to the Investment Company Act of 1940, as now enacted or hereafter amended, a
majority of directors who are not "interested persons" (as defined by the
Investment Company Act of 1940, as now enacted or hereafter amended) of the
corporation shall constitute a quorum for taking such action.
SECTION 3.09. ADVANCE CONSENT OR OPPOSITION. A director may give advance
written consent or opposition to a proposal to be acted on at a meeting of the
Board of Directors. If such director is not present at the meeting, consent or
opposition to a proposal does not constitute presence for purposes of
determining the existence of a quorum, but consent or opposition shall be
counted as a vote in favor of or against the proposal and shall be entered in
the minutes or other record of action at the meeting, if the proposal acted on
at the meeting is substantially the same or has substantially the same effect as
the proposal to which the director has consented or objected.
-4-
<PAGE>
SECTION 3.10. CONFERENCE COMMUNICATIONS. Directors may participate in any
meeting of the Board of Directors, or of any duly constituted committee thereof,
by means of a conference telephone conversation or other comparable
communication technique whereby all persons participating in the meeting can
hear and communicate to each other. For the purposes of establishing a quorum
and taking any action at the meeting, such directors participating pursuant to
this Section 3.10 shall be deemed present in person at the meeting; and the
place of the meeting shall be the place or origination of the conference
telephone conversation or other comparable communication technique.
SECTION 3.11. VACANCIES; NEWLY CREATED DIRECTORSHIPS. Vacancies in the
Board of Directors of this corporation occurring by reason of death,
resignation, removal or disqualification shall be filled for the unexpired term
by a majority of the remaining directors of the Board although less than a
quorum; newly created directorships resulting from an increase in the authorized
number of directors by action of the Board of Directors as permitted by Section
3.01 may be filled by a two-thirds (2/3) vote of the directors serving at the
time of such increase; and each person so elected shall be a director until his
successor is elected by the shareholders, who may make such election at their
next regular meeting or at any meeting duly called for that purpose; provided,
however, that no vacancy can be filled as provided above if prohibited by the
provisions of the Investment Company Act of 1940.
SECTION 3.12. REMOVAL. The entire Board of Directors or any individual
director may be removed from office, with or without cause, by a vote of the
shareholders holding a majority of the shares entitled to vote at an election of
directors. In the event that the entire Board or any one or more directors be
so removed, new directors shall be elected at the same meeting, or the remaining
directors may, to the extent vacancies are not filled at such meeting, fill any
vacancy or vacancies created by such removal. A director named by the Board of
Directors to fill a vacancy may be removed from office at any time, with or
without cause, by the affirmative vote of the remaining directors if the
shareholders have not elected directors in the interim between the time of the
appointment to fill such vacancy and the time of the removal.
SECTION 3.13. COMMITTEES. A resolution approved by the affirmative vote
of a majority of the Board of Directors may establish committees having the
authority of the board in the management of the business of the corporation to
the extent provided in the resolution. A committee shall consist of one or more
persons, who need not be directors, appointed by affirmative vote of a majority
of the directors present. Committees are subject to the direction and control
of, and vacancies in the membership thereof shall be filled by, the Board of
Directors, except as provided by Minnesota Statutes Section 302A.243.
A majority of the members of the committee present at a meeting is a quorum
for the transaction of business, unless a larger or smaller proportion or number
is provided in a resolution approved by the affirmative vote of a majority of
the directors present.
SECTION 3.14. WRITTEN ACTION. Any action which might be taken at a
meeting of the Board of Directors, or any duly constituted committee thereof,
may be taken without a meeting if done in writing and signed by a majority of
the directors or committee members.
-5-
<PAGE>
SECTION 3.15. COMPENSATION. Directors who are not salaried officers of
this corporation or affiliated with its investment adviser shall receive such
fixed sum per meeting attended or such fixed annual sum as shall be determined,
from time to time, by resolution of the Board of Directors. All such directors
shall receive their expenses, if any, of attendance at meetings of the Board of
Directors or any committee thereof. Nothing herein contained shall be construed
to preclude any director from serving this corporation in any other capacity and
receiving proper compensation therefor.
SECTION 3.16. RESIGNATION. A director may resign by giving written notice
to the corporation, and the resignation is effective without acceptance when
given, unless a later effective time is specified in the notice.
ARTICLE IV.
OFFICERS
SECTION 4.01. NUMBER. The officers of the corporation shall consist of a
Chairman of the Board (if one is elected by the Board), the President, one or
more Vice Presidents (if desired by the Board), a Secretary, a Treasurer and
such other officers and agents as may, from time to time, be elected by the
Board of Directors. Any number of offices may be held by the same person.
SECTION 4.02. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The Board of
Directors shall elect, from within or without their number, the officers
referred to in Section 4.01 of these Bylaws, each of whom shall have the powers,
rights, duties, responsibilities, and terms in office provided for in these
Bylaws or a resolution of the Board not inconsistent therewith. The President
and all other officers who may be directors shall continue to hold office until
the election and qualification of their successors, notwithstanding an earlier
termination of their directorship.
SECTION 4.03. RESIGNATION. Any officer may resign his office at any time
by delivering a written resignation to the Board of Directors, the President,
the Secretary, or any Assistant Secretary. Unless otherwise specified therein,
such resignation shall take effect upon delivery.
SECTION 4.04. REMOVAL AND VACANCIES. Any officer may be removed from his
office by a majority of the whole Board of Directors with or without cause.
Such removal, however, shall be without prejudice to the contract rights of the
person so removed. If there be a vacancy among the officers of the corporation
by reason of death, resignation, or otherwise, such vacancy shall be filled for
the unexpired term by the Board of Directors.
SECTION 4.05. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one is
elected, shall preside at all meetings of the shareholders and directors and
shall have such other duties as may be prescribed, from time to time, by the
Board of Directors.
SECTION 4.06. PRESIDENT. The President shall have general active
management of the business of the corporation. In the absence of the Chairman
of the Board, he shall preside at all meetings of the shareholders and
directors. He shall be the chief executive officer of the
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<PAGE>
corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. He shall be ex officio a member of all
standing committees. He may execute and deliver, in the name of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments
pertaining to the business of the corporation and, in general, shall perform all
duties usually incident to the office of the President. He shall have such
other duties as may, from time to time, be prescribed by the Board of Directors.
SECTION 4.07. VICE PRESIDENT. Each Vice President shall have such powers
and shall perform such duties as may be specified in the Bylaws or prescribed by
the Board of Directors or by the President. In the event of absence or
disability of the President, Vice Presidents shall succeed to his power and
duties in the order designated by the Board of Directors.
SECTION 4.08. SECRETARY. The Secretary shall be secretary of, and shall
attend, all meetings of the shareholders and Board of Directors and shall record
all proceedings of such meetings in the minute book of the corporation. He
shall give proper notice of meetings of shareholders and directors. He shall
perform such other duties as may, from time to time, be prescribed by the Board
of Directors or by the President.
SECTION 4.09. TREASURER. The Treasurer shall be the chief financial
officer and shall keep accurate accounts of all moneys of the corporation
received or disbursed. He shall deposit all moneys, drafts and checks in the
name of, and to the credit of, the corporation in such banks and depositories as
a majority of the whole Board of Directors shall, from time to time, designate.
He shall have power to endorse, for deposit, all notes, checks and drafts
received by the corporation. He shall disburse the funds of the corporation, as
ordered by the Board of Directors, making proper vouchers therefor. He shall
render to the President and the directors, whenever required, an account of all
his transactions as Treasurer and of the financial condition of the corporation,
and shall perform such other duties as may, from time to time, be prescribed by
the Board of Directors or by the President.
SECTION 4.10. ASSISTANT SECRETARIES. At the request of the Secretary, or
in his absence or disability, any Assistant Secretary shall have power to
perform all the duties of the Secretary, and, when so acting, shall have all the
powers of, and be subject to all restrictions upon, the Secretary. The
Assistant Secretaries shall perform such other duties as from time to time may
be assigned to them by the Board of Directors or the President.
SECTION 4.11. ASSISTANT TREASURERS. At the request of the Treasurer or in
his absence or disability any Assistant Treasurer shall have power to perform
all the duties of the Treasurer, and when so acting, shall have all the powers
of, and be subject to all the restrictions upon, the Treasurer. The Assistant
Treasurers shall perform such other duties as from time to time may be assigned
to them by the Board of Directors or the President.
SECTION 4.12. COMPENSATION. The officers of this corporation shall
receive such compensation for their services as may be determined, from time to
time, by resolution of the Board of Directors.
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<PAGE>
ARTICLE V.
SHARES AND THEIR TRANSFER
SECTION 5.01. CERTIFICATES FOR SHARES.
(a) The corporation may have certificated or uncertificated shares, or
both, as designated by resolution of the Board of Directors. Every owner of
certificated shares of the corporation shall be entitled to a certificate, to be
in such form as shall be prescribed by the Board of Directors, certifying the
number of shares of the corporation owned by him. Within a reasonable time
after the issuance or transfer of uncertificated shares, the corporation shall
send to the new shareholder the information required to be stated on
certificates. Certificated shares shall be numbered in the order in which they
shall be issued and shall be signed, in the name of the corporation, by the
President or a Vice President and by the Treasurer or Secretary or by such
officers as the Board of Directors may designate. Such signatures may be by
facsimile if authorized by the Board of Directors. Every certificate
surrendered to the corporation for exchange or transfer shall be cancelled, and
no new certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so cancelled, except
in cases provided for in Section 5.08.
(b) In case any officer, transfer agent or registrar who shall have signed
any such certificate, or whose facsimile signature has been placed thereon,
shall cease to be such an officer (because of death, resignation or otherwise)
before such certificate is issued, such certificate may be issued and delivered
by the corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.
SECTION 5.02. ISSUANCE OF SHARES. The Board of Directors is authorized to
cause to be issued shares of the corporation up to the full amount authorized by
the Articles of Incorporation in such amounts as may be determined by the Board
of Directors and as may be permitted by law. No shares shall be allotted except
in consideration of cash or other property, tangible or intangible, received or
to be received by the corporation under a written agreement, of services
rendered or to be rendered to the corporation under a written agreement, or of
an amount transferred from surplus to stated capital upon a share dividend. At
the time of such allotment of shares, the Board of Directors making such
allotments shall state, by resolution, their determination of the fair value to
the corporation in monetary terms of any consideration other than cash for which
shares are allotted. No shares of stock issued by the corporation shall be
issued, sold, or exchanged by or on behalf of the corporation for any amount
less than the net asset value per share of the shares outstanding as determined
pursuant to Article XII hereunder.
SECTION 5.03. REDEMPTION OF SHARES. Upon the demand of any shareholder,
this corporation shall redeem any share of stock issued by it held and owned by
such shareholder at the net asset value thereof as determined pursuant to
Article XII hereunder. The Board of Directors may suspend the right of
redemption or postpone the date of payment during any period as may be permitted
by law.
SECTION 5.04. TRANSFER OF SHARES. Transfer of shares on the books of the
corporation may be authorized only by the shareholder named in the certificate,
or the shareholder's legal
-8-
<PAGE>
representative, or the shareholder's duly authorized attorney-in-fact, and upon
surrender of the certificate or the certificates for such shares or a duly
executed assignment covering shares held in unissued form. The corporation may
treat, as the absolute owner of shares of the corporation, the person or persons
in whose name shares are registered on the books of the corporation.
SECTION 5.05. REGISTERED SHAREHOLDERS. The corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and accordingly shall not be bound to recognize any equitable or
other claim to or interest in such share on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by the laws of Minnesota.
SECTION 5.06. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may
from time to time appoint or remove transfer agents and/or registrars of
transfers of shares of stock of the corporation, and it may appoint the same
person as both transfer agent and registrar. Upon any such appointment being
made all certificates representing shares of capital stock thereafter issued
shall be countersigned by one of such transfer agents or by one of such
registrars of transfers or by both and shall not be valid unless so
countersigned. If the same person shall be both transfer agent and registrar,
only one countersignature by such person shall be required.
SECTION 5.07. TRANSFER REGULATIONS. The shares of stock of the
corporation may be freely transferred, and the Board of Directors may from time
to time adopt rules and regulations with reference to the method of transfer of
the shares of stock of the corporation.
SECTION 5.08. LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES. The
holder of any stock of the corporation shall immediately notify the corporation
of any loss, theft, destruction or mutilation of any certificate therefor, and
the Board of Directors may, in its discretion, cause to be issued to him a new
certificate or certificates of stock, upon the surrender of the mutilated
certificate or in case of loss, theft or destruction of the certificate upon
satisfactory proof of such loss, theft, or destruction. A new certificate or
certificates of stock will be issued to the owner of the lost, stolen or
destroyed certificate only after such owner, or his legal representatives, gives
to the corporation and to such registrar or transfer agent as may be authorized
or required to countersign such new certificate or certificates a bond, in such
sum as they may direct, and with such surety or sureties, as they may direct, as
indemnity against any claim that may be made against them or any of them on
account of or in connection with the alleged loss, theft, or destruction of any
such certificate.
ARTICLE VI.
DIVIDENDS, SURPLUS, ETC.
SECTION 6.01. The corporation's net investment income will be determined,
and its dividends shall be declared and made payable at such time(s) as the
Board of Directors shall determine.
It shall be the policy of the corporation to qualify for and elect the tax
treatment applicable to regulated investment companies under the Internal
Revenue Code, so that the corporation will
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<PAGE>
not be subjected to Federal income tax on such part of its income or capital
gains as it distributes to shareholders.
ARTICLE VII.
BOOKS AND RECORDS, AUDIT, FISCAL YEAR
SECTION 7.01. SHARE REGISTER. The Board of Directors of the corporation
shall cause to be kept at its principal executive office, or at another place or
places within the United States determined by the board:
(1) a share register not more than one year old, containing the names
and addresses of the shareholders and the number and classes of
shares held by each shareholder; and
(2) a record of the dates on which certificates or transaction
statements representing shares were issued.
SECTION 7.02. OTHER BOOKS AND RECORDS. The Board of Directors shall cause
to be kept at its principal executive office, or, if its principal executive
office is not in Minnesota, shall make available at its registered office within
ten days after receipt by an officer of the corporation of a written demand for
them made by a shareholder or other person authorized by Minnesota Statutes
Section 302A.461, originals or copies of:
(1) records of all proceedings of shareholders for the last three
years;
(2) records of all proceedings of the board for the last three years;
(3) its articles and all amendments currently in effect;
(4) its bylaws and all amendments currently in effect;
(5) financial statements required by Minnesota Statutes Section
302A.463 and the financial statement for the most recent interim
period prepared in the course of the operation of the corporation
for distribution to the shareholders or to a governmental agency
as a matter of public record;
(6) reports made to shareholders generally within the last three
years;
(7) a statement of the names and usual business addresses of its
directors and principal officers;
(8) any shareholder voting or control agreements of which the
corporation is aware; and
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<PAGE>
(9) such other records and books of account as shall be necessary and
appropriate to the conduct of the corporate business.
SECTION 7.03. AUDIT; ACCOUNTANT.
(a) The Board of Directors shall cause the records and books of account of
the corporation to be audited at least once in each fiscal year and at such
other times as it may deem necessary or appropriate.
(b) The corporation shall employ an independent public accountant or firm
of independent public accountants as its Accountant to examine the accounts of
the corporation and to sign and certify financial statements filed by the
corporation.
(c) Any vacancy occurring between regular meetings, due to the death,
resignation or otherwise of the Accountant, may be filled by the Board of
Directors.
SECTION 7.04. FISCAL YEAR. The fiscal year of the corporation shall be
determined by the Board of Directors.
ARTICLE VIII.
INDEMNIFICATION OF CERTAIN PERSONS
SECTION 8.01. The corporation shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent as permitted by Section 302A.521 of the Minnesota Statutes, as now
enacted or hereafter amended, provided, however, that no such indemnification
may be made if it would be in violation of Section 17(h) of the Investment
Company Act of 1940, as now enacted or hereafter amended.
ARTICLE IX.
VOTING OF STOCK HELD
SECTION 9.01. Unless otherwise provided by resolution of the Board of
Directors, the President, any Vice President, the Secretary or the Treasurer,
may from time to time appoint an attorney or attorneys or agent or agents of the
corporation, in the name and on behalf of the corporation, to cast the votes
which the corporation may be entitled to cast as a stockholder or otherwise in
any other corporation or association, any of whose stock or securities may be
held by the corporation, at meetings of the holders of the stock or other
securities of any such other corporation or association, or to consent in
writing to any action by any such other corporation or association, and may
instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent, and may execute or cause to be executed on behalf
of the corporation and under its corporate seal, or otherwise, such written
proxies, consents, waivers, or other instruments as it may deem necessary or
proper; or any of such officers may themselves attend any meeting of the holders
of stock or other securities of any such corporation or association and thereat
vote or exercise any or all other powers of the corporation as the holder of
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<PAGE>
such stock or other securities of such other corporation or association, or
consent in writing to any action by any such other corporation or association.
ARTICLE X.
VALUATION OF NET ASSET VALUE
SECTION 10.01. The net asset value per share of the corporation shall be
determined in good faith by or under the supervision of the officers of the
corporation as authorized by the Board of Directors as often and on such days
and at such time(s) as the Board of Directors shall determine, or as otherwise
may be required by law, rule, regulation or order of the Securities and Exchange
Commission.
ARTICLE XI.
CUSTODY OF ASSETS
SECTION 11.01. All securities and cash owned by this corporation shall, as
hereinafter provided, be held by or deposited with a bank or trust company
having (according to its last published report) not less than Two Million
Dollars ($2,000,000) aggregate capital, surplus and undivided profits (the
"Custodian").
This corporation shall enter into a written contract with the Custodian
regarding the powers, duties and compensation of the Custodian with respect to
the cash and securities of this corporation held by the Custodian. Said
contract and all amendments thereto shall be approved by the Board of Directors
of this corporation. In the event of the Custodian's resignation or
termination, the corporation shall use its best efforts promptly to obtain a
successor Custodian and shall require that the cash and securities owned by this
corporation held by the Custodian be delivered directly to such successor
Custodian.
ARTICLE XII.
AMENDMENTS
SECTION 12.01. These Bylaws may be amended or altered by a vote of the
majority of the Board of Directors at any meeting provided that notice of such
proposed amendment shall have been given in the notice given to the directors of
such meeting. Such authority in the Board of Directors is subject to the power
of the shareholders to change or repeal such Bylaws by a majority vote of the
shareholders present or represented at any regular or special meeting of
shareholders called for such purpose, and the Board of Directors shall not make
or alter any Bylaws fixing a quorum for meetings of shareholders, prescribing
procedures for removing directors or filling vacancies in the Board of
Directors, or fixing the number of directors or their classifications,
qualifications or terms of office, except that the Board of Directors may make
or alter any Bylaw to increase their number.
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<PAGE>
EXHIBIT 4
Incorporated Under the Laws of the
State of Minnesota
Chapter 302A
NUMBER SHARES
-SPECIMEN- -SPECIMEN-
MIMLIC CASH FUND, INC.
1,000,000,000 Authorized Shares
This Certifies that -SPECIMEN- is the registered holder of -SPECIMEN- Shares
MIMLIC CASH FUND, INC., of the par value of $.01 each, transferable only on the
books of the Corporation by the holder hereof in person or by Attorney upon
surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this _____ day of ________A.D. 19___.
Secretary President
For Value Received, _________ hereby sell, assign and transfer unto
________________ Shares represented by the within Certificate, and do hereby
irrevocably constitute and appoint _____________ Attorney so transfer the said
Shares on the books of the within named Corporation with full power of
substitution in the premises.
Dated _______________________ 19___
In presence of ____________________________________
___________________________________
NOTICE. THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
<PAGE>
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, Made this 1st day of March, 1995, by and between MIMLIC
Cash Fund, Inc., a Minnesota corporation (the "Fund") and Advantus Capital
Management, Inc., a Minnesota corporation ("Management").
WITNESSETH:
1. INVESTMENT ADVISORY AND MANAGEMENT SERVICES.
The Fund hereby engages Management, and Management hereby agrees to act,
as investment adviser for, and to manage the affairs, business, and the
investment of the assets of the Fund.
The investment of the assets of the Fund shall at all times be subject
to the applicable provisions of the Articles of Incorporation, the Bylaws, the
Registration Statement, the current Prospectus and the Statement of Additional
Information, if any, of the Fund and shall conform to the investment objective
and policies of the Fund as set forth in such documents and as interpreted from
time to time by the Board of Directors of the Fund. Within the framework of the
objective and investment policies and restrictions of the Fund, Management shall
have the sole and exclusive responsibility for the management of the Fund's
portfolio and the making and execution of all investment decisions for the Fund.
Management shall report to the Board of Directors regularly at such times and in
such detail as the Board may from time to time determine to be appropriate, in
order to permit the Board to determine the adherence of Management to the
investment policies of the Fund.
Management shall, at its own expense, furnish the Fund office space and
all necessary office facilities, equipment, and personnel for servicing the
investments of the Fund. Management shall arrange for officers or employees of
Management to serve without compensation from the Fund as directors, officers,
or employees of the Fund if duly elected to such positions by the shareholders
or directors of the Fund.
<PAGE>
Management shall arrange for the services of a transfer agent, dividend
disbursing (including reinvestment) agent and redemption agent to be provided to
the Fund, which services shall be provided at the expense of Management and
without compensation from the Fund.
Management hereby acknowledges that all records necessary in the
operation of the Fund, including records pertaining to its shareholders and
investments, are the property of the Fund, and in the event that a transfer of
management or investment advisory services to someone other than Management
should ever occur, Management will promptly, and at its own cost, take all steps
necessary to segregate such records and deliver them to the Fund.
2. NO COMPENSATION FOR SERVICES.
Inasmuch as shares of the Fund will be sold only to persons who have
previously entered into other investment advisory agreements directly with
Management, and may be purchased only with funds managed by Management under
such other investment advisory agreements, no compensation shall be paid by the
Fund to Management for the investment advisory and other services to be rendered
by Management hereunder, nor shall the Fund bear any other expenses except those
specifically allocated to it in Section 3 hereof.
3. ALLOCATION OF EXPENSES.
(a) Management shall assume and pay all costs and expenses of the
Fund except for charges of custodians and brokerage fees and
commissions, which charges, fees and commissions are specifically
allocated to and shall be paid by the Fund. The costs and expenses of
the Fund assumed by Management shall include, by way of example, but not
by way of limitation, all other expenses incurred in the operation of
the Fund and any public offering of its shares, including, among others,
interest, taxes, expenses for the services of transfer agents, dividend
disbursing (including reinvestment) agents and redemption agents, fees
of the directors who are not employees of Management or MIMLIC Sales
Corporation, underwriter of the Fund's shares (the "Underwriter"), or
any of their affiliates, expenses of directors' and shareholders'
meetings, including the cost of printing and mailing proxies, expenses
of insurance premiums for fidelity and
2
<PAGE>
other coverage, expenses of redemption of shares, expenses of issue and
sale of shares (to the extent not borne by the Underwriter under its
agreement with the Fund), expenses of printing and mailing stock
certificates representing shares of the Fund, association membership
dues, and bookkeeping, auditing, and legal expenses. Management will
also pay the fees and bear the expense of registering and maintaining
the registration of the Fund and its shares with the Securities and
Exchange Commission and registering or qualifying its shares under state
or other securities laws and the expense of preparing and mailing
Prospectuses and reports to shareholders.
(b) The Underwriter shall bear all advertising and promotional
expenses in connection with the distribution of the Fund's shares,
including paying for Prospectuses and Statements of Additional
Information (if any) for new shareholders, shareholder reports for new
shareholders, and the costs of sales literature.
4. FREEDOM TO DEAL WITH THIRD PARTIES.
Management shall be free to render services to others similar to those
rendered under this Agreement or of a different nature except as such services
may conflict with the services to be rendered or the duties to be assumed
hereunder.
5. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT.
The effective date of the Agreement shall be March 1, 1995. Wherever
referred to in this Agreement, the vote or approval of the holders of a majority
of the outstanding voting securities of the Fund shall mean the vote of 67% or
more of such securities if the holders of more than 50% of such securities are
present in person or by proxy or the vote of more than 50% of such securities,
whichever is the lesser.
Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect until the next annual meeting of the Fund's shareholders and
from year to year thereafter, but only so long as such continuance is
specifically approved at least annually by the Board of Directors of the Fund,
including the specific approval of a majority of the directors who are not
interested persons of Management, the Underwriter, or the Fund, cast in person
3
<PAGE>
at a meeting called for the purpose of voting on such approval, or by the vote
of the holders of a majority of the outstanding voting securities of the Fund.
This Agreement may be terminated at any time without the payment of any
penalty by the vote of the Board of Directors of the Fund or by the vote of the
holders of a majority of the outstanding voting securities of the Fund, or by
Management, upon 60 days' written notice to the other party.
This Agreement shall automatically terminate in the event of its
assignment as such term is defined by the Investment Company Act of 1940, as
amended.
6. AMENDMENTS TO AGREEMENT.
No material amendment to this Agreement shall be effective until
approved by vote of the holders of a majority of the outstanding voting
securities of the Fund.
7. NOTICES.
Any notice under this Agreement shall be in writing, addressed,
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate in writing for receipt of such notice.
IN WITNESS WHEREOF, The Fund and Management have caused this Agreement
to be executed by their duly authorized officers as of the day and year first
above written.
MIMLIC Cash Fund, Inc.
By /s/ Paul H. Gooding
-----------------------------
Its President
----------------------------
Advantus Capital Management, Inc.
By /s/ James P. Tatera
-----------------------------
James P. Tatera
Its Senior Vice President
----------------------------
4
<PAGE>
EXHIBIT (6)
DISTRIBUTION AGREEMENT
THIS AGREEMENT, Made this 25th day of February, 1987, by and between MIMLIC
Cash Fund, Inc., a Minnesota corporation (the "Fund") and MIMLIC Sales
Corporation (the "Underwriter").
WITNESSETH:
1. UNDERWRITING SERVICES.
The Fund hereby engages the Underwriter, and the Underwriter hereby agrees
to act, as principal underwriter for the Fund in the sales and distribution of
the shares of the Fund to the public, either through dealers or otherwise. The
Underwriter agrees to offer such shares for sale at all times when such shares
are available for sale and may lawfully be offered for sale and sold.
2. SALE OF FUND SHARES.
Such shares are to be sold only on the following terms:
(a) All subscriptions, offers, or sales shall be subject to acceptance or
rejection by the Fund. Any offer or sale shall be conclusively
presumed to have been accepted by the Fund if the Fund shall fail to
notify the Underwriter of the rejection of such offer or sales prior
to the computation of the net asset value of the Fund's shares next
following receipt by the Fund of notice of such offer or sale.
(b) No share of the Fund shall be sold by the Underwriter for any
consideration other than cash or, except in instances otherwise
provided for by the Fund's currently effective Prospectus, for any
amount less than the public offering price per share, which shall be
determined in accordance with the Fund's currently effective
Prospectus.
<PAGE>
3. REGISTRATION OF SHARES.
The Fund agrees to make prompt and reasonable efforts to effect and keep in
effect, the registration or qualification of its shares for sale in such
jurisdictions as the Fund may designate.
4. INFORMATION TO BE FURNISHED TO THE UNDERWRITER.
The Fund agrees that it will furnish the Underwriter with such information
with respect to the affairs and accounts of the Fund as the Underwriter may from
time to time reasonably require, and further agrees that the Underwriter, at all
reasonable times, shall be permitted to inspect the books and records of the
Fund.
5. ALLOCATION OF EXPENSES.
During the period of this contract, the Fund shall pay or cause to be paid
all expenses, costs, and fees incurred by the Fund which are not assumed by the
Underwriter or MIMLIC Asset Management Company, a Minnesota corporation and the
Fund's investment adviser ("Management"). The Underwriter shall pay all
advertising and promotional expenses in connection with the distribution of the
Fund's shares including paying for Prospectuses and Statements of Additional
Information (if any) for new shareholders, shareholder reports for new
shareholders, and the costs of sales literature.
6. COMPENSATION TO THE UNDERWRITER.
It is understood and agreed by the parties hereto that sales of Fund shares
will benefit management which, like the Underwriter, is a subsidiary of the
Minnesota Mutual Life Insurance Company; therefore, the Underwriter will receive
no additional compensation for services it performs hereunder.
7. LIMITATION OF THE UNDERWRITER'S AUTHORITY.
The Underwriter shall be deemed to be an independent contractor and, except
as specifically provided or authorized herein, shall have no authority to act
for or represent the Fund.
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<PAGE>
8. SUBSCRIPTION FOR SHARES--REFUND FOR CANCELLED ORDERS.
The Underwriter shall subscribe for the shares of the Fund only for the
purpose of covering purchase orders already received by it or for the purpose of
investment for its own account. In the event that an order for the purchase of
shares of the Fund is placed with the Underwriter by a customer or dealer and
subsequently cancelled, the Underwriter shall forthwith cancel the subscription
for such shares entered on the books of the Fund, and, if the Underwriter has
paid the Fund for such shares, shall be entitled to receive from the Fund in
refund of such payment the lesser of:
(a) the consideration received by the Fund for said shares; or
(b) the net asset value of such shares at the time of cancellation by the
Underwriter.
9. INDEMNIFICATION OF THE FUND.
The Underwriter agrees to indemnify the Fund against any and all litigation
and other legal proceedings of any kind or nature and against any liability,
judgment, cost, or penalty imposed as a result of such litigation or proceedings
in any way arising out of or in connection with the sale or distribution of the
shares of the Fund by the Underwriter. In the event of the threat or
institution of any such litigation or legal proceedings against the Fund, the
Underwriter shall defend such action on behalf of the Fund at its own expense,
and shall pay any such liability, judgment, cost, or penalty resulting
therefrom, whether imposed by legal authority or agreed upon by way of
compromise and settlement; provided, however, the Underwriter shall not be
required to pay or reimburse the Fund for any liability, judgment, cost, or
penalty incurred as a result of information supplied by, or as the result of the
omission to supply information by, the Fund to the Underwriter, or to the
Underwriter by a director, officer, or employee of the Fund who is not an
interested person of the Underwriter, unless the information so supplied or
omitted was available to the Underwriter or Management without recourse to the
Fund or any such person referred to above.
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<PAGE>
10. FREEDOM TO DEAL WITH THIRD PARTIES.
The Underwriter shall be free to render to others services of a nature
either similar to or different from those rendered under this contract, except
such as may impair its performance of the services and duties to be rendered by
it hereunder.
11. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT.
The effective date of this Agreement shall be February 25, 1987. Wherever
referred to in this Agreement, the vote or approval of the holders of a majority
of the outstanding voting securities of the Fund shall mean the vote of 67% or
more of such securities if the holders of more than 50% of such securities are
present in person or by proxy or the vote of more than 50% of such securities,
whichever is the lesser.
Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect from year to year but only so long as such continuance is
specifically approved at least annually by the Board of Directors of the Fund,
including the specific approval of a majority of the directors who are not
interested persons of the Underwriter or Management as defined by the provisions
of the Investment Company Act of 1940, as amended, cast in person at a meeting
called for the purpose of voting on such approval, or by the vote of the holders
of a majority of the outstanding voting securities of the Fund.
This Agreement may be terminated at any time without the payment of any
penalty by the vote of the Board of Directors of the Fund or by the vote of the
holders of a majority of the outstanding voting securities of the Fund, or by
the Underwriter, upon 60 days' written notice to the other party.
This Agreement shall automatically terminate in the event of its assignment
(as defined by the provisions of the Investment Company Act of 1940, as
amended).
12. AMENDMENTS TO AGREEMENT.
No material amendment to this Agreement shall be effective until approved
by the Underwriter and by vote of a majority of the Board of Directors of the
Fund who are not interested persons of the Underwriter.
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<PAGE>
13. NOTICES.
Any notice under this Agreement shall be in writing, addressed, delivered,
or mailed, postage prepaid, to the other party at such address as such other
party may designate in writing for receipt of such notice.
IN WITNESS WHEREOF, The Fund and the Underwriter have caused this Agreement
to be executed by their duly authorized officers as of the day and year first
above written.
MIMLIC Cash Fund, Inc.
By /s/ Joseph R. Bird
------------------------------
Its Joseph R. Bird, President
------------------------------
MIMLIC Sales Corporation
By /s/ Paul H. Gooding
------------------------------
Its Paul H. Gooding, President
------------------------------
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<PAGE>
EXHIBIT 8
CUSTODIAN AGREEMENT
MIMLIC CASH FUND, INC.
BANKERS TRUST COMPANY
THIS AGREEMENT, made in duplicate this 8th day of May, 1987, by and between
MIMLIC Cash Fund, Inc., a Minnesota corporation (hereinafter called the "Fund"),
and Bankers Trust Company, a New York banking corporation with its principal
place of business at New York City, New York (hereinafter called the
"Custodian"),
WITNESSETH:
WHEREAS, the Fund desired that its securities and cash shall be hereafter
held and administered by the Custodian, pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Fund and Custodian agree as follows:
ARTICLE 1. DEFINITIONS
The word "securities" as used herein shall be construed to include, without
being limited to, shares, stocks, treasury stocks, including any stocks of the
Fund, notes, bonds, debentures, evidences of indebtedness, certificates of
interest or participation in any profit-sharing agreements, collateral trust
certificates, reorganization certificates of subscriptions, transferable shares,
investment contracts, voting trust certificates, certificates of deposit for a
security fractional or undivided interest in oil, gas or other mineral rights,
or any certificates of interest or participation in, temporary or interim
certificates for, receipts for, guarantees of, or warrants or rights to
subscribe to or purchase any of the foregoing, acceptances and other
obligations, and any evidence of any right or interest in or to any property or
assets and any other interest or instrument commonly known as a security.
The words "written order from the Fund" shall mean a request, direction or
certification in writing, by wire, computer terminal, magnetic tape or other
mutually acceptable similar means, with or without a manual signature, which the
Custodian in good faith believes to be genuine and to have been sent by the
Fund. Any such order in writing shall be signed in the name of the Fund by any
two of the individuals designated in the current certified list referred to in
Article 2, provided that one of the individuals so signing shall be an officer
of the Fund designated in said current certified list.
ARTICLE 2. NAMES, TITLES AND SIGNATURES OF FUND'S OFFICERS
The Fund shall certify to the Custodian the names, titles and signatures of
officers and other persons who are authorized to give written or oral orders to
the Custodian on behalf of the Fund. The Fund agrees that whenever any change
in such authorization occurs it will file with the
<PAGE>
Custodian a new certified list of names, titles and signatures which shall be
signed by at least one officer previously certified to the Custodian if any such
officer still holds an office in the Fund. The Custodian is authorized to rely
and act upon the names, titles and signatures of the individuals as they appear
in the most recent such certified list which has been delivered to the Custodian
as hereinbefore provided.
ARTICLE 3. RECEIPT AND DISBURSING OF MONEY
Section (1)
The Fund shall from time to time cause cash owned by the Fund to be
delivered or paid to the Custodian, but the Custodian shall not be under any
obligation or duty to determine whether all cash of the Fund is being so
deposited or to take any action or give any notice with respect to cash not so
deposited. The Custodian agrees to hold such cash, together with any other sum
collected or received by it for or on behalf of the Fund, for the account of the
Fund, in the name of "MIMLIC Cash Fund, Inc., Custodian Account", in conformity
with the terms of this agreement. The Custodian shall make payments of cash for
the account of the Fund only:
(a) upon receipt in accordance with written orders from the Fund
stating that such cash is being used for one or more of the following
purposes, and specifying such purpose or purposes, provided, however, that
a reference in such written order to the pertinent paragraph or paragraphs
of this Article shall be sufficient compliance with this provision:
(i) the payment of interest;
(ii) the payment of dividends;
(iii) the payment of taxes;
(iv) the payment of the fees or charges of any investment
adviser of the Fund;
(v) the payment of fees to a Custodian, stock registrar,
transfer agent, or dividend disbursing agent for the
Fund;
(vi) the payment of distribution fees and commissions;
(vii) payment of any operating expenses, which shall be
deemed to include legal and accounting fees and all
other expenses not specifically referred to in this
paragraph (a);
(viii) payments to be made in connection with the conversion,
exchange or surrender of securities owned by the Fund;
(ix) payments on loans that may from time to time be due;
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<PAGE>
(x) payment to a recognized and reputable broker for
securities purchased by the Fund through said broker
(whether or not including any regular brokerage fees,
charges or commissions on the transaction) upon receipt
by the Custodian of such securities in proper form for
transfer, after the receipt of a confirmation from the
broker or dealer with respect to the transaction;
(xi) payment to an issuer or its agent on a subscription for
securities of such issuer upon the exercise of rights
so to subscribe, against a receipt from such issuer or
agent for the cash so paid;
(b) as provided in Article 4 hereof, and
(c) upon the termination of this agreement.
Section (2)
The Custodian is hereby, appointed the attorney-in-fact of the Fund to
enforce and collect all checks, drafts or other orders for the payment of money
received by the Custodian for the account of the Fund and drawn to or to the
order of the Fund and to deposit them in said Custodian Account of the Fund.
ARTICLE 4. RECEIPT OF SECURITIES
The Fund agrees to place all of its securities in the custody of the
Custodian, but the Custodian shall not be under any obligation or duty to
determine whether all securities of the Fund are being so deposited or to
require that they be so deposited, or to take any action or give any notice with
respect to the securities not so deposited. The Custodian agrees to hold such
securities for the account of the Fund, in the name of the Fund or of bearer or
of a nominee of the Custodian, and in conformity with the terms of this
agreement. The Custodian also agrees, upon written order from the Fund, to
receive from persons other than the Fund and to hold for the account of the Fund
securities specified in said written order, and, if the same are in proper form,
to cause payment to be made therefor to the persons from whom such securities
were received, from the funds of the Fund held by it in said Custodian Account
in the amounts provided and in the manner directed by, the written order from
the Fund.
The Custodian agrees that all securities of the Fund placed in its custody
shall be kept physically segregated at all times from those of any other person,
firm or corporation, and shall be held by the Custodian with all reasonable
precautions for the safekeeping thereof, with safeguards substantially
equivalent to those maintained by the Custodian for its own securities.
Subject to such rules, regulations and orders as the Securities and
Exchange Commission may adopt, the Fund may direct the Custodian to deposit all
or any part of the securities owned by the Fund in a system for the central
handling of securities established by a national securities exchange or a
national securities association registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, or such other person as
may
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<PAGE>
be permitted by the Commission, 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 at the direction of the Fund.
ARTICLE 5. TRANSFER, EXCHANGE, REDELIVERY, ETC. OF SECURITIES
The Custodian agrees to transfer, exchange or deliver securities as
provided in Article 6, or on receipt by it of, and in accordance with, a written
order from the Fund in which the Fund shall state specifically which of the
following cases is covered thereby, provided that it shall not be the
responsibility of the Custodian to determine the propriety or legality of any
such order:
(a) In the case of deliveries of securities sold by the Fund, against
receipt by the Custodian of the proceeds of sale and after receipt of a
confirmation from a broker or dealer with respect to the transaction;
(b) In the case of deliveries of securities which may mature or be
called, redeemed, retired or otherwise become payable, against receipt by
the Custodian of the sums payable thereon or against interim receipts or
other proper delivery receipts;
(c) In the case of deliveries of securities which are to be
transferred to and registered in the name of the Fund or of a nominee of
the Custodian and delivered to the Custodian for the account of the Fund,
against receipt by the Custodian of interim receipts or other proper
delivery receipts;
(d) In the case of deliveries of securities to the issuer thereof,
its transfer agent or other proper agent, or to any committee or other
organization for exchange for other securities to be delivered to the
Custodian in connection with a reorganization or recapitalization of the
issuer or any split-up or similar transaction involving such securities,
against receipt by the Custodian of such other securities or against
interim receipts or other proper delivery receipts;
(e) In the case of deliveries of temporary certificates in exchange
for permanent certificates, against receipt by the Custodian of such
permanent certificates or against interim receipts or other proper delivery
receipts;
(f) In the case of deliveries of securities upon conversion thereof
into other securities, against receipt by the Custodian of such other
securities or against interim receipts or other proper delivery receipts;
(g) In the case of deliveries of securities in exchange for other
securities (whether or not such transactions also involve the receipt or
payment of cash), against receipt by the Custodian of such other securities
or against interim receipts or other proper delivery receipts;
-4-
<PAGE>
(h) In a case not covered by the preceding paragraphs of this
article, upon receipt of a resolution adopted by the Board of Directors of
the Fund, signed by an officer of the Fund and certified to by the
Secretary, specifying the securities and assets to be transferred,
exchanged, or delivered, the purposes for which such delivery is to be
made, declaring such purposes to be proper corporate purposes, and naming a
person or persons (each of whom shall be a properly bonded officer or
employee of the Fund) to whom such transfer, exchange or delivery is to be
made; and
(i) In the case of deliveries pursuant to paragraphs (a), (b), (c),
(d), (e), (f), and (g) above, the written order from the Fund shall direct
that the proceeds of any securities delivered, or securities or other
assets exchanged for or in lieu of securities so delivered, are to be
delivered to the Custodian.
ARTICLE 6. CUSTODIAN'S ACTS WITHOUT INSTRUCTIONS
Unless and until the Custodian receives contrary written orders from the
Fund, the Custodian shall without order from the Fund:
(a) Present for payment all bills, notes, checks, drafts and similar
items, and all coupons or other income items (except stock dividends), held
or received for the account of the Fund, and which require presentation in
the ordinary course of business, and credit such items to the aforesaid
Custodian Account of the Fund conditionally, subject to final payment;
(b) Present for payment all securities which may mature or be called,
redeemed, retired, or otherwise become payable and credit such items to the
aforesaid Custodian Account of the Fund conditionally, subject to final
payment;
(c) hold for and credit to the account of the Fund all shares of
stock and other securities received as stock dividends or as the result of
a stock split or otherwise from or on account of securities of the Fund,
and notify the Fund promptly of the receipt of such items;
(d) deposit any cash received by it from, for or on behalf of the
Fund to the credit of the Fund in the aforesaid Custodian Account (in its
own deposit department without liability for interest);
(e) charge against the aforesaid Custodian Account for the Fund
disbursements authorized to be made by the Custodian hereunder and actually
made by it, and notify the Fund of such charges at least once a month;
(f) deliver securities which are to be transferred to and re-issued
in the name of the Fund, or of a nominee of the Custodian for the account
of the Fund, and temporary certificates which are to be exchanged for
permanent certificates, to a proper transfer agent for such purpose against
interim receipts or other proper delivery receipts; and
-5-
<PAGE>
(g) hold for disposition in accordance with written orders from the
Fund hereunder all options, rights and similar securities which may be
received by the Custodian and which are issued with respect to any
securities held by it hereunder, and notify the Fund promptly of the
receipt of such items.
ARTICLE 7. DELIVERY OF PROXIES
The Custodian shall deliver promptly to the Fund all proxies, notices and
communications with relation to securities held by it which it may receive from
sources other than the Fund.
ARTICLE 8. TRANSFER
The Fund shall furnish to the Custodian appropriate instruments to enable
the Custodian to hold or deliver in proper form for transfer any securities
which it may hold for the account of the Fund. For the purpose of facilitating
the handling of securities, unless the Fund shall otherwise direct by written
order, the Custodian is authorized to hold securities deposited with it under
this agreement in the name of its registered nominee or nominees (as defined in
the Internal Revenue Code and any Regulations of the United States Treasury
Department issued thereunder or in any provision of any subsequent Federal tax
law exempting such transaction from liability for stock transfer taxes) and
shall execute and deliver all such certificates in connection therewith as may
be required by such laws or regulations or under the laws of any state. The
Custodian shall maintain for the Fund all depository non-eligible securities in
such form so as to identify the Fund as the owner of such securities.
ARTICLE 9. TRANSFER TAXES AND OTHER DISBURSEMENTS
The Fund shall pay or reimburse the Custodian for any transfer taxes
payable upon transfers of securities made hereunder, including transfers
incident to the termination of this agreement, and for all other necessary and
proper disbursements and expenses made or incurred by the Custodian in the
performance or incident to the termination of this agreement, and the Custodian
shall have a lien upon any cash or securities held by it for the account of the
Fund for all such items, enforceable, after thirty days' written notice by
registered mail to the Fund, by the sale of sufficient securities to satisfy
such lien. The Custodian may reimburse itself by deducting from the proceeds of
any sale of securities an amount sufficient to pay any transfer taxes payable
upon the transfer of securities sold. The Custodian shall execute such
certificates in connection with securities delivered to it under this agreement
as may be required, under the provisions of any federal revenue act and any
Regulations of the Treasury Department issued thereunder or any state laws, to
exempt from taxation any transfers and/or deliveries of any such securities as
may qualify for such exemption.
ARTICLE 10. CUSTODIAN'S LIABILITY FOR PROCEEDS OF SECURITIES SOLD
If the mode of payment for securities to be delivered by the Custodian is
not specified in the written order from the Fund directing such delivery, the
Custodian shall make delivery of such securities against receipt by it of cash,
a postal money order or a check drawn by a bank,
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<PAGE>
trust company, or other banking institution, or by a broker named in such
written order from the Fund, for the amount the Custodian is directed to receive
or otherwise in accordance with standard applicable street practice in effect
from time to time.
ARTICLE 11. CUSTODIAN'S REPORT
The Custodian shall furnish the Fund as of the close of business on the
last business day of each month a statement showing all cash transactions and
entries for the account of the Fund. The books and records of the Custodian
pertaining to its actions as Custodian under this agreement shall be open to
inspection and audit, at reasonable times, by officers of, and auditors employed
by, the Fund. The Custodian shall furnish the Fund with a list of the
securities held by it in custody, for the account of the Fund as of the close of
business on the last business day of each quarter of the Fund's fiscal year.
ARTICLE 12. CUSTODIAN'S COMPENSATION
The Custodian shall be paid compensation at such rates and at such times as
may from time to time be agreed on in writing by the parties hereto, and the
Custodian shall have a lien for unpaid compensation, to the date of termination
of this agreement, upon any cash or securities held by it for the account of the
Fund, enforceable in the manner specified in Article 9 hereof.
ARTICLE 13. DURATION, TERMINATION AND AMENDMENT OF AGREEMENT
This agreement shall remain in effect, as it may from time to time be
amended, until it shall have been terminated as hereinafter provided, but no
such alteration or termination shall affect or impair any rights or liabilities
arising out of any acts or omissions to act occurring prior to such amendment or
termination.
The Custodian may terminate this agreement by giving the Fund ninety (90)
days' written notice of such termination by registered mail addressed to the
Fund at its principal place of business.
The Fund may terminate this agreement by giving ninety (90) days' written
notice thereof delivered, together with a copy of the resolution of the Board of
Directors authorizing such termination and certified by the Secretary of the
Fund, by registered mail to the Custodian at its principal place of business.
Upon termination of this agreement, the assets of the Fund held by the
Custodian shall be delivered by the Custodian to a successor custodian upon
receipt by the Custodian of a copy of the resolution of the Board of Directors
of the Fund, certified by the Secretary, designating the successor custodian;
and if no successor custodian is designated the Custodian shall, upon such
termination deliver all such assets to the Fund.
This agreement may be amended at any time by the mutual agreement of the
Fund and the Custodian.
-7-
<PAGE>
This agreement may not be assigned by the Custodian without the consent of
the Fund, authorized or approved by a resolution of its Board of Directors.
ARTICLE 14. SUCCESSOR CUSTODIAN
Any bank or trust company into which the Custodian or any successor
custodian may be merged or converted or with which it or any successor custodian
may be consolidated, or any bank or trust company resulting from any merger,
conversion or consolidation to which the Custodian or any successor custodian
shall be a party, or any bank or trust company succeeding to the business of the
Custodian, shall be and become the successor custodian without the execution of
any instrument or any further act on the part of the Fund or the Custodian or
any successor custodian.
Any such successor custodian shall have all the power, duties, and
obligations of the preceding custodian under this agreement and any amendments
thereof and shall succeed to all the exemptions and privileges of the preceding
custodian under this agreement and any amendments thereof.
ARTICLE 15. GENERAL
Nothing expressed or mentioned in or to be implied from any provisions of
this agreement is intended to give or shall be construed to give any person or
corporation other than the parties hereto any legal or equitable right, remedy
or claim under or in respect of this agreement or any covenant, conditions or
provision herein contained, this agreement and all of the covenants, conditions
and provisions hereof being intended to be, and being, for the sole and
exclusive benefit of the parties hereto and their respective successors and
assigns.
It is the purpose and intention of the parties hereto that the Fund shall
retain all the power, rights and responsibilities of determining policy,
exercising discretion and making decisions with respect to the purchase, or
other acquisitions, and the sale, or other disposition, of all of its
securities, and that the duties and responsibilities of the Custodian hereunder
shall be limited to receiving and safeguarding the assets and securities of the
Fund and to delivering or disposing of them pursuant to the written order of the
Fund as aforesaid, and the Custodian shall have no authority, duty or
responsibility for the investment policy of the Fund or for any acts of the Fund
in buying or otherwise acquiring, or in selling or otherwise disposing of, any
securities, except as hereinbefore specifically set forth.
The Custodian shall in no case or event permit the withdrawal of any money
or securities of the Fund upon the mere receipt of any director, officer,
employee or agent of the Fund, but shall hold such money and securities for
disposition under the procedures herein set forth.
All notices and communications from the Custodian to the Fund shall be
addressed to MIMLIC Cash Fund, Inc., 400 North Robert Street, St. Paul,
Minnesota 55101, unless and until the Fund, in writing, directs the Fund
otherwise, in which event the last such written direction shall be controlling.
All notices and other communications from the Fund to the Custodian shall
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<PAGE>
be addressed to Bankers Trust Company, 16 Wall Street, New York, New York,
10015, unless and until the Custodian in writing direct the Fund otherwise in
which event the last such written direction shall be controlling.
The Custodian shall not be liable for any action taken in good faith upon
oral or written instructions of the Fund or upon any certificate herein
described or certified copy of any resolution of the Board of Directors and may
rely on the genuineness of any such document which it may in good faith believe
to have been validly executed.
The Fund agrees to indemnify and hold harmless the Custodian and its
nominee from all taxes, charges, expenses, assessments, claims and liabilities
(including reasonable counsel fees) incurred or assessed against it or its
nominee in connection with the performance of this Agreement, except such as may
arise from its or its nominee's own negligent failure to act or willful
misconduct; provided, however, that the Custodian will give the Fund reasonable
opportunity to defend against such claim in the name of the Fund or Custodian,
or both. The Custodian is authorized to charge any account of the Fund for such
items. In the event of any advance of cash for any purpose made by the
Custodian resulting from orders or instructions of the Fund, or in the event
that the Custodian or its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the performance
of this Agreement, except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct, any property
at any time held for the account of the Fund shall be security therefor.
ARTICLE 16. INSTRUCTIONS TO CUSTODIAN
The Custodian may, when it deems it expedient, apply to the Fund, or to
counsel for the Fund, or to its own counsel, for instructions and advice; and
the Custodian shall not be liable for any action taken by it in accordance with
the written instructions or advice of the Fund or of counsel for the Fund.
ARTICLE 17. EFFECTIVE DATE
This agreement shall become effective when it shall have been approved by
the Board of Directors of the Fund. The Fund shall transmit to the Custodian
promptly after such approval by said Board of Directors a copy of its resolution
embodying such approval, certified by the Secretary of the Fund.
-9-
<PAGE>
IN WITNESS WHEREOF, the Fund and the Custodian have caused this agreement
to be executed in duplicate as of the date first above written by their duly
authorized officers.
ATTEST: MIMLIC CASH FUND, INC.
/s/ Wayne Schmidt By: /s/ Paul Gooding
- --------------------------- ---------------------------------
Assistant Secretary Its: Vice President
ATTEST: BANKERS TRUST COMPANY
/s/ Neil Henderson By: /s/ William J. Lichy, V.P.
- --------------------------- ---------------------------------
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<PAGE>
EXHIBIT 10
Dorsey & Whitney Letterhead
June 25, 1987
MIMLIC Cash Fund, Inc.
400 North Robert Street
St. Paul, Minnesota 55101
Dear Sir/Madam:
Reference is made to the Registration Statement on Form N-lA which you have
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933 for the purpose of registering for sale by MIMLIC Cash Fund, Inc. (the
"Fund") an indefinite number of the Fund's Common Shares, par value $.01 per
share.
We are familiar with the proceedings to date with respect to the proposed
sale by the Fund, and have examined such records, documents and matters of law
and have satisfied ourselves as to such matters of fact as we consider relevant
for the purpose of this opinion.
We are of the opinion that:
(a) The Fund is a legally organized corporation under Minnesota law.
(b) The Common Shares to be sold by the Fund will be legally issued,
fully paid and nonassessable when issued and sold upon the terms
and in the manner set forth in said Registration Statement of the
Fund.
We consent to the reference to this firm in the Prospectus, and to the use
of this opinion as an exhibit to the Registration Statement.
Dated: June 25, 1987 Very truly yours,
/s/ Dorsey & Whitney
DORSEY & WHITNEY
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
MIMLIC Cash Fund, Inc.:
We consent to the use of our report included herein and the references to our
Firm under the headings "FINANCIAL HIGHLIGHTS" and "COUNSEL AND INDEPENDENT
AUDITORS" in Part A and "FINANCIAL STATEMENTS" in Part B of the Registration
Statement.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
January 25, 1996
<PAGE>
EXHIBIT 13
February 10, 1987
MIMLIC Cash Fund, Inc.
400 North Robert Street
St. Paul, MN 55101
Dear Sir/Madam:
In connection with the purchase by MIMLIC Asset Management Company (the
"Purchaser") of 150,000 shares of common stock ("Stock") of MIMLIC Cash Fund,
Inc., the Purchaser hereby represents that it is acquiring such Stock for
investment with no intention of selling or otherwise disposing or transferring
it or any interest in it. The purchaser hereby further agrees that any transfer
of any such Stock or any interest in it shall be subject to the following
conditions:
1. The Purchaser shall furnish you and counsel satisfactory to you prior to
the time of transfer, a written description of the proposed transfer
specifying its nature and consequence and giving the name of the proposed
transferee.
2. You shall have obtained from your counsel a written opinion stating whether
in the opinion of such counsel the proposed transfer may be effected
without registration under the Securities Act of 1933. If such opinion
states that such transfer may be so effected, the Purchaser shall then be
entitled to transfer its Stock in accordance with the terms specified in
its description of the transaction to you. If such opinion states that the
proposed transfer may not be so effected, the Purchaser will not be
entitled to transfer its Stock unless such Stock is registered.
3. The purchaser further agrees that all certificates representing such Stock
shall contain on the face thereof the following legend:
"The shares represented by this certificate may not be transferred
without (i) the opinion of counsel satisfactory to MIMLIC Cash Fund,
Inc. that the transfer may be legally made without registration under
the Federal Securities Act of 1933; or (ii) such registration."
<PAGE>
MIMLIC Cash Fund, Inc.
February 10, 1987
Page Two
The purchaser hereby authorizes you to take such action as you shall reasonably
deem appropriate to prevent any violation of the Securities Act of 1933 in
connection with the transfer of Stock, including the imposition of a requirement
that any transferee of the Stock sign a letter agreement similar to this one.
Very truly yours,
MIMLIC Asset Management Company
/s/ Paul H. Gooding
- ---------------------------------
Paul H. Gooding, Vice President
PHG/emb
<PAGE>
EXHIBIT 16
MIMLIC Cash Fund, Inc.
Calculation of Yield
The Fund may issue current yield quotations. Simple yields are computed by
determining the net change in the value of a hypothetical account having a
balance of one share at the beginning of a recent seven calendar day period, and
multiplying that change by 365/7. Simple yield at October 31, 1989 is
calculated as follows:
(1.001686 - 1.000000) * 365 = 8.79%
---
7
Compound yields are computed by determining the net change in the value of a
hypothetical account having a balance of one share at the beginning of a recent
seven day period, dividing that change by seven, adding one to the quotient,
raising the sum to the 365th power, and subtracting one from the result.
Compound yield at October 31, 1989 is calculated as follows:
365
[[(1.001686 - 1.000000)/7] + 1.000000] = 9.19%
For the purposes of the foregoing calculations, the value of the hypothetical
account includes accrued interest income plus or minus amortized purchase
discount or premium less accrued expenses, but does not include realized gains
and losses or unrealized appreciation and depreciation.
<PAGE>
ADVANTUS MUTUAL FUNDS
AND MIMLIC CASH FUND
POWER OF ATTORNEY
TO SIGN REGISTRATION STATEMENT
The undersigned, Directors of Advantus Horizon Fund, Inc., Advantus
Spectrum Fund, Inc., Advantus Mortgage Securities Fund, Inc., Advantus Money
Market Fund, Inc., Advantus Bond Fund, Inc., Advantus Cornerstone Fund, Inc.,
Advantus Enterprise Fund, Inc., Advantus International Balanced Fund, Inc., and
MIMLIC Cash Fund, Inc. (the "Funds"), appoint Paul H. Gooding, Eric J. Bentley
and Michael J. Radmer, and each of them individually, as attorney-in-fact for
the purpose of signing in their names and on their behalf as Directors of the
Funds and filing with the Securities and Exchange Commission Registration
Statements on Form N-1A, or any amendments thereto, for the purpose of
registering shares of Common Stock of the Funds for sale by the Funds and to
register the Funds under the Investment Company Act of 1940.
Dated: April 19, 1995 /s/ Charles E. Arner
---------------------------------
Charles E. Arner
/s/ Ellen S. Berscheid
---------------------------------
Ellen S. Berscheid
/s/ Ralph D. Ebbott
---------------------------------
Ralph D. Ebbott
/s/ Frederick P. Feuerherm
---------------------------------
Frederick P. Feuerherm
/s/ Paul H. Gooding
---------------------------------
Paul H. Gooding
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORM N-SAR AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FORM N-SAR.
</LEGEND>
<CIK> 0000810899
<NAME> MIMLIC CASH FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
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