GREAT HALL INVESTMENT FUNDS INC
N-30D/A, 1996-09-18
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<PAGE>

(Great Hall LOGO)                                     September 13, 1996




To Our Shareholders:

I am pleased to present the July 31, 1996 Annual Report for the Great Hall 
Prime, U.S. Government and Tax-Free Money Market Funds.  This report contains a 
Statement of Assets and Liabilities for each Fund and a detailed schedule of 
each Fund's investment portfolio as of July 31, 1996.  Also included are 
Statements of Operations which show each Fund's earnings and expenses, and 
Statements of Changes in Net Assets for the fiscal year.

Money market interest rates made two large moves during our fiscal year.  
Interest rates generally declined from August, 1995 until February, 1996.  In 
February interest rates reversed direction, and generally rose through the rest 
of the Funds' fiscal year.  The decline in interest rates in the first half of 
the year was due to the very slow growth of the economy, which caused the 
Federal Reserve to ease monetary policy by lowering short maturity interest 
rates.  The market pushed interest rates down even further in anticipation of 
further rate reductions by the Federal Reserve.  Shortly afer the Federal 
Reserve's final interest rate reduction in January, economic data showed that 
the economy was gaining unexpected strength.  Interest rates began to rise as 
the market realized that the Federal Reserve would probably not reduce rates 
further and may even begin to raise them.  As of the end of the fiscal year in 
July, the Federal Reserve had not made any move to increase interest rates.

The primary goals of each Fund are to preserve capital and maintain high 
liquidity.  To meet these goals the Funds' managers employ careful credit 
analysis on all investments, and the Funds are managed very conservatively.  
Furthermore, none of the Funds uses risky derivatives to boost its yield.  
Despite these conservative policies, the Funds' yields have remained 
competitive compared to other money market funds.  This prudent and successful 
strategy has earned the confidence of investors, who have increased the net 
asset level of the Funds to an all-time high of $2.9 billion as of July 31, 
1996.

Thank you for your confidence in the Great Hall Funds.  We pledge to continue 
managing these Funds in the careful and diligent manner that you have come to 
expect.

Sincerely,



J. Scott Spiker
Chief Executive Officer
Great Hall Investment Funds, Inc.


<PAGE>
STATEMENTS OF ASSETS AND LIABILITIES
July 31, 1996
                                         Prime     U.S. Government   Tax-Free
                                         Money          Money          Money
                                      Market Fund    Market Fund    Market Fund
- -------------------------------------------------------------------------------
Assets:
Investments in securities
  at market value (note 2),
  including repurchase agreements
  of $1,600,000; $30,300,000 and $0
  respectively (identified cost
  $2,410,132,031; $146,345,066 and
  $361,906,132 respectively).....    $2,410,132,031  $146,345,066  $361,906,132
Cash in bank on
  demand deposit.................           144,254        95,290       133,230
Organization costs (note 2)......             8,549         4,578         5,285
Accrued interest receivable......         6,995,954       698,588     2,630,078
Receivable for investment
  securities sold................         4,996,000            --            --
- -------------------------------------------------------------------------------
Total assets.....................     2,422,276,788   147,143,522   364,674,725
- -------------------------------------------------------------------------------
Liabilities:
Payable for investment
  securities purchased...........        14,987,321       300,844     5,262,998
Accrued investment
  advisory fee...................           912,523        59,531       155,048
Other accrued expenses...........           921,027        97,993       103,447
- -------------------------------------------------------------------------------
Total liabilities................        16,820,871       458,368     5,521,493
- -------------------------------------------------------------------------------
Net assets applicable to
  outstanding capital stock......    $2,405,455,917  $146,685,154  $359,153,232
- -------------------------------------------------------------------------------

Represented by:
Capital stock -- authorized
  100 billion shares of $.01
  par value for each Fund,
  outstanding 2,405,455,917;
  146,685,154 and 359,153,232
  shares, respectively...........       $24,054,559    $1,466,852    $3,591,532
Additional paid-in capital.......     2,381,401,358   145,218,302   355,561,700
- -------------------------------------------------------------------------------
    Total - representing net
      assets applicable
      to outstanding
      capital stock..............    $2,405,455,917  $146,685,154  $359,153,232
- -------------------------------------------------------------------------------
Net asset value per share
  of outstanding capital stock...            $1.00         $1.00         $1.00
- -------------------------------------------------------------------------------

                See accompanying notes to financial statements.

<PAGE>
STATEMENTS OF OPERATIONS
Year ended July 31, 1996
                                         Prime     U.S. Government   Tax-Free
                                         Money          Money          Money
                                      Market Fund    Market Fund    Market Fund
- -------------------------------------------------------------------------------
Income:
  Interest......................     $108,008,048     $7,393,057    $13,921,811
- -------------------------------------------------------------------------------
Expenses (note 4):
  Investment advisory fee.......        9,571,808        636,499      1,925,659
  Custodian, accounting
    and transfer agent fees.....          433,000         28,200         35,237
  Sub-accounting transfer
    agent fees..................        1,931,006         48,608         87,071
  Reports to shareholders.......          620,387         16,849         27,900
  Amortization of
    organization costs..........           34,196         18,305         21,142
  Directors' fees...............            9,000          9,000          9,000
  Audit and legal fees..........           57,255         17,815         22,898
  Registration fees.............          542,559         81,008        105,594
  Administrative................           62,000          4,750         12,500
  Other expenses................          109,764         10,661         25,279
- -------------------------------------------------------------------------------
Total expenses..................       13,370,975        871,695      2,272,280
- -------------------------------------------------------------------------------
Investment income - net.........       94,637,073      6,521,362     11,649,531
- -------------------------------------------------------------------------------
Net increase in net assets
  resulting from operations.....      $94,637,073     $6,521,362    $11,649,531
- -------------------------------------------------------------------------------

                See accompanying notes to financial statements.

<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
                                              Prime                        U.S. Government                       Tax-Free
                                        Money Market Fund                 Money Market Fund                 Money Market Fund
- ------------------------------------------------------------------------------------------------------------------------------------
                                   Year Ended       Year Ended       Year Ended       Year Ended       Year Ended       Year Ended
                                     7/31/96          7/31/95          7/31/96          7/31/95          7/31/96          7/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>              <C>                <C>              <C>              <C>              <C>   
Operations:
  Investment income,
    net.....................       $94,637,073      $61,075,339       $6,521,362       $4,116,351      $11,649,531       $9,545,242
  Net realized gain
    on investments..........                --               --               --               --               --          378,871
- ------------------------------------------------------------------------------------------------------------------------------------
  Net increase in net
    assets resulting from
    operations..............        94,637,073       61,075,339        6,521,362        4,116,351       11,649,531        9,924,113
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to
  shareholders from:
    Investment income
      -- net................       (94,637,073)     (61,075,339)      (6,521,362)      (4,116,351)     (11,649,531)      (9,545,242)
    Net realized gains......               --               --               --               --         (378,871)              --
- ------------------------------------------------------------------------------------------------------------------------------------
  Total distributions
    to shareholders.........       (94,637,073)     (61,075,339)      (6,521,362)      (4,116,351)     (12,028,402)      (9,545,242)
- ------------------------------------------------------------------------------------------------------------------------------------
Capital share transactions
  at net asset value of
  $1.00 per share:
    Proceeds from
     sales..................     1,205,825,019      913,133,182      174,595,563      209,369,746      358,435,430      361,116,594
    Shares issued for
      reinvestment of
      distributions.........        94,637,073       61,075,339        6,521,362        4,116,351       12,028,402        9,545,242
    Payment for shares
      redeemed..............      (493,931,322)    (405,058,503)    (156,680,720)    (148,052,036)    (374,204,795)    (283,045,576)
- ------------------------------------------------------------------------------------------------------------------------------------
  Increase (decrease) in
    net assets from
    capital share
    transactions............       806,530,770      569,150,018       24,436,205       65,434,061       (3,740,963)      87,616,260
- ------------------------------------------------------------------------------------------------------------------------------------
Total increase
  (decrease) in
  net assets................       806,530,770      569,150,018       24,436,205       65,434,061       (4,119,834)      87,995,131
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets at beginning
  of year...................     1,598,925,147    1,029,775,129      122,248,949       56,814,888      363,273,066      275,277,935
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets at end
  of year...................    $2,405,455,917   $1,598,925,147     $146,685,154     $122,248,949     $359,153,232     $363,273,066
- ------------------------------------------------------------------------------------------------------------------------------------

                                           See accompanying notes to financial statements.
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS

1.  Organization

    Great Hall Investment Funds, Inc. (the Company) was incorporated on June
    24, 1991 and is registered under the Investment Company Act of 1940 (as
    amended) as an open-end management investment company and presently
    includes a series of five funds including Prime Money Market Fund, U.S.
    Government Money Market Fund and Tax-Free Money Market Fund (the funds).
    The Company's articles of incorporation permit the board of directors to
    create additional funds in the future.

2.  Summary of Significant Accounting Policies

    The significant accounting policies followed by the funds are as follows:

    Investments in Securities

    Pursuant to Rule 2a-7 of the Investment Company Act of 1940 (as amended),
    securities are valued at amortized cost, which approximates market value,
    in order to maintain a constant net asset value of $1 per share.

    Security transactions are accounted for on the date the securities are
    purchased or sold.  Interest income, including amortization of discount and
    premium, is accrued daily.

    Use of Estimates

    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the
    financial statements and the reported amounts of revenues and expenses
    during the reporting period.  Actual results could differ from those
    estimates.

    Federal Taxes

    The funds' policy is to comply with the requirements of the Internal
    Revenue Code applicable to regulated investment companies and to distribute
    all of its taxable income to shareholders.  Therefore, no income tax
    provision is required.  Each fund is treated as a separate entity for
    federal income tax purposes.  In addition, on a calendar-year basis, each
    fund intends to distribute substantially all of its net investment income
    and realized gains, if any, to avoid the payment of any federal excise
    taxes.

    Distribution to Shareholders

    Distribution to shareholders from net investment income are declared daily
    and paid monthly through reinvestment in additional shares of the funds at
    net asset value or payable in cash.

    Organization Costs

    Organization expenses were incurred in connection with the start-up and
    initial registration of the funds.  These costs are being amortized over 60
    months on a straight-line basis.  If any or all of the shares representing
    initial capital of the funds is redeemed by any holder thereof prior to the
    end of the amortization period, the proceeds will be reduced by the
    unamortized organizational expense balance in the same

<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    proportion as the number of shares redeemed bears to the number of initial
    shares outstanding immediately preceding the redemption.

    Repurchase Agreements

    Securities pledged as collateral for repurchase agreements are held by the
    funds' custodian bank until maturity of the repurchase agreement.
    Procedures for all agreements ensure that the daily market value of the
    collateral is in excess of the repurchase agreement in the event of
    default.

3.  Investment Security Transactions

    Cost of purchases and proceeds from sales of securities from August 1, 1995
    to July 31, 1996 were as follows:

                                                 Purchases       Sales Proceeds
    ---------------------------------------------------------------------------
    Prime Money Market Fund...............    $12,310,459,655   $11,494,739,421
    U.S. Government Money Market Fund.....      3,535,644,980     3,511,099,961
    Tax-Free Money Market Fund............      1,272,059,336     1,268,832,976

4.  Fees and Expenses

    The Company has entered into an investment advisory and management
    agreement with IFG Asset Management  Services, Inc. (AMS), under which AMS
    manages each fund's assets and furnishes related office facilities,
    equipment, research and personnel.  The agreement requires each fund to pay
    AMS a monthly fee based upon average daily net assets.  The fee for the
    Prime Money Market Fund is equal to an annual rate of 0.55% of the first
    $700 million in net assets and then decreasing in reduced percentages to
    0.40% of net assets in excess of $2 billion.  The fee for the U.S.
    Government Money Market Fund is equal to an annual rate of 0.50% of the
    first $100 million in net assets and then decreasing in reduced percentages
    to 0.35% of net assets in excess of $300 million.  The fee for the Tax-Free
    Money Market Fund is equal to an annual rate of 0.50% of net assets.

    Each of the three funds has also entered into sub-accounting agreements
    with affiliates Dain Bosworth Incorporated (DBI) and Rauscher Pierce
    Refsnes, Inc. (RPR) where each firm performs various transfer and dividend
    disbursing agent services.  The fee, which is paid monthly to DBI and RPR
    for providing such service, is equal to an annual rate of $12 per
    shareholder account plus certain out-of-pocket expenses.

    In addition to the investment advisory and management fee and the
    shareholder account servicing fee, each fund is responsible for paying most
    other operating expenses including outside directors' fees and expenses,
    custodian fees, registration fees, printing and shareholder reports,
    transfer agent fees and expense, legal, auditing and accounting services,
    organizational costs, insurance interest and other miscellaneous expenses.

    Legal fees and expenses of $39,959 for the year ended July 31, 1996 were
    paid to a law firm of which the secretary of the funds is a partner.

<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5.  Financial Highlights

    Per share data for a share of capital stock outstanding throughout each
    period and selected information for the period are as follows:
<TABLE>
                                                               Prime Money 
Market Fund
- -------------------------------------------------------------------------------
- ------------------------------
                                                                                                  
Period from
                                           Year ended    Year ended   Year ended    Year ended      11/1/91
                                             7/31/96       7/31/95      7/31/94       7/31/93      to 7/31/92
- -------------------------------------------------------------------------------------------------------------
<S>                                      <C>           <C>           <C>             <C>           <C>      
Net asset value,
  beginning of period...............          $1.00         $1.00         $1.00         $1.00         $1.00
- -------------------------------------------------------------------------------------------------------------
Income from
  investment operations.............           0.05          0.05          0.03          0.03          0.03
Distributions to shareholders
  from investment income............          (0.05)        (0.05)        (0.03)        (0.03)        (0.03)
- -------------------------------------------------------------------------------------------------------------
Net asset value, end of period......          $1.00         $1.00         $1.00         $1.00         $1.00
- -------------------------------------------------------------------------------------------------------------

Total return........................            5.0%          4.9%          2.8%          2.7%          2.9%
Net assets at end
  of period (000s omitted)..........     $2,405,456    $1,598,925    $1,029,775      $861,670      $834,743
Ratio of expenses to
  average daily net assets**........           0.70%         0.77%         0.80%         0.78%         0.71%*
Ratio of net investment
  income to average
  daily net assets**................           4.93%         4.93%         2.81%         2.68%         3.63%*
- -------------------------------------------------------------------------------------------------------------
</TABLE>
 *  Adjusted to an annual basis.

**  Various fund fees and expenses were voluntarily waived or absorbed by AMS
    for the Prime Money Market Fund during the periods prior to 1995.  Had the
    Fund paid all expenses, the ratio of expenses and net investment income to
    average daily net assets would have been 0.81%/2.80% for the year ended
    July 31, 1994, 0.82%/2.64% for the year ended July 31, 1993, and
    0.79%/3.55% for the period ended July 31, 1992.

<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5.  Financial Highlights (continued)
<TABLE>
                                                           U.S. Government 
Money Market Fund
- -------------------------------------------------------------------------------
- ------------------------------
                                                                                                  
Period from
                                           Year ended    Year ended   Year ended    Year ended      11/1/91
                                             7/31/96       7/31/95      7/31/94       7/31/93      to 7/31/92
- -------------------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>            <C>           <C>           <C>   
Net asset value,
  beginning of period...............          $1.00         $1.00         $1.00         $1.00         $1.00
- -------------------------------------------------------------------------------------------------------------
Income from
  investment operations.............           0.05          0.05          0.03          0.03          0.03
Distributions to shareholders
  from investment income............          (0.05)        (0.05)        (0.03)        (0.03)        (0.03)
- -------------------------------------------------------------------------------------------------------------
Net asset value, end of period......          $1.00         $1.00         $1.00         $1.00         $1.00
- -------------------------------------------------------------------------------------------------------------
Total return........................            4.9%          4.8%          2.7%          2.6%          2.6%
Net assets at end
  of period (000s omitted)..........       $146,685      $122,249       $56,815       $66,558       $60,834
Ratio of expenses to
  average daily net assets**........           0.65%         0.73%         0.78%         0.79%         0.76%*
Ratio of net investment
  income to average
  daily net assets**................           4.87%         4.94%         2.73%         2.57%         3.47%*
- -------------------------------------------------------------------------------------------------------------
</TABLE>
 *  Adjusted to an annual basis.

**  Various fund fees and expenses were voluntarily waived or absorbed by AMS
    for the U.S. Government Money Market Fund during the period ended July 31,
    1992.  Had the Fund paid all expenses, the ratio of expenses and net
    investment income to average daily net assets would have been 0.79%/3.44%
    for the period.

<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5.  Financial Highlights (continued)
<TABLE>
                                                             Tax-Free Money 
Market Fund
- -------------------------------------------------------------------------------
- ------------------------------
                                                                                                  
Period from
                                           Year ended    Year ended   Year ended    Year ended      11/1/91
                                             7/31/96       7/31/95      7/31/94       7/31/93      to 7/31/92
- -------------------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>           <C>           <C>           <C>    
Net asset value,
  beginning of period...............          $1.00         $1.00         $1.00         $1.00         $1.00
- -------------------------------------------------------------------------------------------------------------
Income from
  investment operations.............           0.03          0.03          0.02          0.02          0.02
Distributions to shareholders
  from investment income............          (0.03)        (0.03)        (0.02)        (0.02)        (0.02)
- -------------------------------------------------------------------------------------------------------------
Net asset value, end of period......          $1.00         $1.00         $1.00         $1.00         $1.00
- -------------------------------------------------------------------------------------------------------------
Total return........................            3.0%          3.1%          2.0%          2.1%          2.2%
Net assets at end
  of period (000s omitted)..........       $359,153      $363,273      $275,278      $209,469      $187,205
Ratio of expenses to
  average daily net assets**........           0.59%         0.60%         0.65%         0.67%         0.62%*
Ratio of net investment
  income to average
  daily net assets**................           3.03%         3.14%         1.98%        2.09%         2.81%*
- -------------------------------------------------------------------------------------------------------------
</TABLE>

 *  Adjusted to an annual basis.

**  Various fund fees and expenses were voluntarily waived or absorbed by AMS
    for the Tax-Free Money Market Fund during the period ended July 31, 1992.
    Had the Fund paid all expenses, the ratio of expenses and net investment
    income to average daily net assets would have been 0.65%/2.78% for the
    period.

<PAGE>
PRIME MONEY MARKET FUND
Investments in Securities
July 31, 1996
                                                    Principal         Market
Name of Issuer                                        Amount         Value (a)
- -------------------------------------------------------------------------------
     (Percentages of each investment category relate to total net assets.)

Commercial Paper & Other Corporate Obligations (93.35%):
- -------------------------------------------------------------------------------
Agricultural Products (2.08%)
  Cargill Inc., 5.24%-5.49%, 9/24/96-10/7/96       $20,400,000      $20,223,154
  Cargill Financial Services, Inc.,
    4.85%-5.63%, 8/13/96-3/4/97                     30,000,000 (d)   29,617,340
                                                                    -----------
                                                                     49,840,494
                                                                    -----------
Banks - Domestic (12.82%)
  Bank of America, 5.40%-5.46%, 9/5/96-10/15/96     34,000,000       33,783,847
  Bank of New York, 5.32%-5.37%, 8/2/96-10/2/96     40,000,000       39,992,913
  Bankers Trust Company,
    5.47%-5.49%, 10/9/96-12/2/96                    29,500,000       29,066,873
  Boatman's National Bank, 5.50%, 6/17/97           10,000,000 (e)   10,000,000
  Comerica Bank, 5.78%, 9/3/96                      10,000,000        9,991,450
  Fifth Third Bank, 5.40%-5.43%, 8/20/96-9/20/96    35,000,000       35,000,000
  First Bank, N.A., 5.35%, 8/5/96                   10,000,000       10,000,000
  First Chicago, 5.50%-6.05%, 10/4/96-6/13/97       22,000,000       22,005,921
  National Bank of Detroit, 5.43%, 10/16/96         14,000,000       14,000,000
  Nations Bank, N.A., 5.38%-5.47%, 8/6/96-9/12/96   30,000,000       30,000,000
  Norwest Corporation,
    5.28%-5.44%, 8/16/96-9/26/96                    43,000,000       42,826,780
  Wachovia Bank, North Carolina,
    5.24%-5.76%, 8/12/96-4/14/97                    11,900,000       11,897,288
  Wachovia Bank of Georgia, N.A.,
    5.36%-5.40%, 9/27/96-10/29/96                   20,000,000       19,781,633
                                                                    -----------
                                                                    308,346,705
                                                                    -----------
Banks - Other (14.88%)
  ABN - AMRO, 5.02%-5.43%, 8/20/96-11/8/96          22,000,000       22,001,525
  Accor S.A., 5.30%-5.50%, 8/1/96-10/16/96,
    LOC Banque Nationale De Paris                   50,000,000       49,810,317
  Bank of Nova Scotia, 5.62%, 12/23/96              20,000,000       19,996,183
  Commed Fuel Co., Inc.
    5.33%, 8/14/96, LOC Credit Suisse               10,659,000       10,638,484
    5.38%, 8/23/96, LOC Canadian
      Imperial Bank of Commerce                     10,000,000        9,967,122
  Deutsche Bank, 4.82%-5.42%, 8/7/96-11/13/96       22,000,000       21,859,596
  National Westminster Bank,
    5.43%-5.47%, 9/9/96-10/15/96                    35,000,000       35,002,516

              See accompanying notes to investments in securities.

<PAGE>
PRIME MONEY MARKET FUND
Investments in Securities (continued)
                                                    Principal         Market
Name of Issuer                                        Amount         Value (a)
- -------------------------------------------------------------------------------
Commercial Paper & Other Corporate Obligations (continued):
- -------------------------------------------------------------------------------

Banks - Other (continued)
  Pemex Capital, Inc.
    5.41%, 9/26/96, LOC Credit Suisse               $7,872,000       $7,805,753
    5.32%-5.40, 9/5/96-10/1/96, LOC Swiss Bank      32,000,000       31,785,783
  Rabobank Nederland, 5.73%, 12/2/96                10,000,000        9,994,118
  Royal Bank of Canada, 5.61%, 11/29/96              9,900,000        9,899,559
  Sinochem American, Inc.,
    5.28%-5.44%, 8/5/96-10/25/96,
      LOC Credit Suisse                             25,000,000       24,862,756
  Societe Generale, 5.44%-6.12%, 9/5/96-6/10/97     32,000,000       31,995,075
  Southwest Student Services Corp.,
    5.39%, 8/5/96, LOC Dresner Bank                 17,083,000       17,072,769
  Toronto Dominion Holdings, Inc.,
    5.00%-5.46%, 9/3/96-11/1/96                     35,600,000       35,236,699
  UBS Finance Inc., 5.68%, 8/1/96                   20,000,000       20,000,000
                                                                    -----------
                                                                    357,928,255
                                                                    -----------
Business Machines (1.48%)
  Pitney Bowes Credit Corporation,
    5.27%-5.35%, 8/27/96-9/27/96                    35,777,000       35,521,693
                                                                    -----------
Chemicals (1.73%)
  Dupont (E.I.) deNemours & Co., 5.39%, 10/16/96    20,000,000 (d)   19,772,422
  Monsanto Company, 5.30%-5.40%, 8/16/96-10/21/96   22,000,000       21,782,408
                                                                    -----------
                                                                     41,554,830
                                                                    -----------
Conglomerates (3.48%)
  American Brands, 5.28%-5.47%, 8/9/96-11/18/96     29,000,000       28,723,943
  Pacific Dunlop Holdings, Inc.,
    5.31%-5.52%, 8/30/96-11/27/                     46,000,000 (d)   45,379,664
  Phillip Morris Companies, Inc.,
    5.74%-5.91%, 9/24/96-3/15/97                     9,618,000        9,695,388
                                                                    -----------
                                                                     83,798,995
                                                                    -----------
Drugs & Cosmetics (2.71%)
  Eli Lilly & Company,
    4.83%-5.35%, 8/22/96-12/20/96                   15,500,000       15,460,087
  Warner-Lambert Company,
    4.82%-5.37%, 8/20/96-9/3/96                     50,000,000 (d)   49,820,722
                                                                    -----------
                                                                     65,280,809
                                                                    -----------
Financial - Auto (1.66%)
  Ford Motor Credit Corporation,
    5.43%-6.04%, 9/10/96-12/1/96                    40,120,000 (e)   39,883,298
                                                                    -----------

              See accompanying notes to investments in securities.

<PAGE>
PRIME MONEY MARKET FUND
Investments in Securities (continued)
                                                    Principal         Market
Name of Issuer                                        Amount         Value (a)
- -------------------------------------------------------------------------------
Commercial Paper & Other Corporate Obligations (continued):
- -------------------------------------------------------------------------------

Financial - Diversified Business (15.68%)
  American General Finance Corporation,
    5.29%-5.85%, 8/22/96-4/1/97                    $49,200,000      $48,826,497
  Associates Corporation of North America,
    5.28%-5.44%, 8/29/96-1/15/97                    39,800,000       39,558,521
  Avco Financial Services,
    5.28%-5.49%, 8/14/96-11/15/96                   47,150,000       46,851,433
  Beneficial Corporation,
    5.41%-6.28%, 10/21/96-7/18/97                   28,615,000       28,348,401
  CIT Group Holdings,
    5.31%-5.45%, 8/15/96-9/20/96                    25,000,000 (e)   24,930,702
  General Electric Capital Corporation,
    5.05%-5.38%, 8/1/96-12/15/07                    39,635,000 (b)   39,585,696
  Household Finance Company,
    5.04%-5.96%, 8/15/96-3/15/97                    41,000,000 (e)   40,907,905
  Merrill Lynch & Co.,
    5.50%-5.90%, 9/19/96-6/16/97                    42,245,000 (e)   42,160,345
  Morgan Stanley & Company,
    5.37%-6.04%, 8/19/96-3/10/97                    37,340,000 (e)   37,310,571
  Norwest Financial Inc., 5.33%, 11/15/96              250,000          251,226
  Transamerica Finance Corporation,
    5.37%-5.40%, 8/28/96-10/3/96                    28,600,000       28,403,958
                                                                    -----------
                                                                    377,135,255
                                                                    -----------
Financial - Diversified Business, Asset-Backed (15.79%)
  Asset Securitization Coop. Corporation,
    5.41%-5.50%, 9/25/96-10/11/96                   50,185,000 (d)   49,675,849
  Barton Capital Corporation,
    5.35%-5.42%, 8/2/96-8/21/96                     49,767,000 (d)   49,680,795
  Falcon Asset Securitization,
    5.28%-5.45%, 8/26/96-10/25/96                   42,150,000 (d)   41,693,312
  Fleet Funding Corporation,
    5.32%-5.37%, 8/13/96-9/6/96                     35,000,000 (d)   34,893,100
  Preferred Receivables Funding Corp.,
    5.28%-5.50%, 8/21/96-10/24/96                   49,625,000       49,292,919
  Receivables Capital Corporation,
    5.35%-5.38%, 8/9/96-9/6/96                      49,092,000 (d)   48,942,547
  Redwood Receivables Corporation,
    5.36%-5.68%, 8/2/96-9/4/96                      48,500,000       48,400,295
  Triple A One Funding,
    5.35%-5.45%, 8/15/96-9/16/96                    33,200,000 (d)   33,059,518
  Windmill Funding Corporation,
    5.40%, 8/8/96-9/4/96                            24,284,000 (d)   24,217,258
                                                                    -----------
                                                                    379,855,593
                                                                    -----------
Food & Beverage (4.30%)
  Anheuser Busch Companies, 4.75%, 10/28/96         14,000,000       13,837,444
  CPC International, 5.27%-5.39%, 8/6/96-9/27/96    48,075,000 (d)   47,834,127
  PepsiCo Incorporated,
    5.60%-5.96%, 11/15/96-5/15/97                    2,000,000        2,010,723
  Sara Lee Corporation,
    5.36%, 9/26/96                                  40,000,000       39,666,800
                                                                    -----------
                                                                    103,349,094
                                                                    -----------

              See accompanying notes to investments in securities.

<PAGE>
PRIME MONEY MARKET FUND
Investments in Securities (continued)
                                                    Principal         Market
Name of Issuer                                        Amount         Value (a)
- -------------------------------------------------------------------------------
Commercial Paper & Other Corporate Obligations (continued):
- -------------------------------------------------------------------------------

Forest & Paper Products (0.76%)
  Kimberly-Clark, 5.37%, 9/25/96                   $18,500,000      $18,348,223
                                                                    -----------
Household Products (0.41%)
  Gillette Company, 5.85%, 8/15/96                   1,750,000        1,749,332
  Proctor & Gamble, 5.35%, 8/22/96                   8,100,000        8,074,721
                                                                    -----------
                                                                      9,824,053
                                                                    -----------
Municipals (3.86%)
  Bedford County Virginia Industrial Development Authority
    5.60%, 12/1/25,
      LOC Canadian Imperial Bank of Canada          15,000,000 (b)   15,000,000
    5.60%, 12/1/25, LOC Societe Generale             8,000,000 (b)    8,000,000
  Metrocrest Hospital Authority,
    5.47%, 8/1/96, LOC Bank of New York             10,000,000       10,000,000
  New York City, New York G.O.
    5.34%-5.35%, 8/15/22,
      Financial Guaranty Insurance Corp. Insured    25,430,000 (b)   25,430,000
  Oakland Alameda County Stadium, CA
    5.52%, 9/4/96,
      LOC Canadian Imperial Bank of Commerce         9,900,000        9,900,000
  Siouxland Regional Cancer Center, IA
    5.74%,12/1/14,
      Municipal Bond Insurance Association Insured   4,500,000 (b)    4,500,000
  West Baton Rouge, LA,
    Ind. Dev. (Dow Chemical Co.)
      5.39%-5.55%, 11/1/25                          20,000,000 (b)   20,000,000
                                                                    -----------
                                                                     92,830,000
                                                                    -----------
Oil Services (2.41%)
  Mobil Corporation, 5.55%, 12/17/96                 2,500,000        2,508,540
  Mobil Australia Finance Company,
    5.29%-5.40%, 8/2/96-9/26/96                     47,500,000 (d)   47,229,164
  Texaco Capital Corp., 5.73% 11/15/96               8,170,000        8,244,030
                                                                    -----------
                                                                     57,981,734
                                                                    -----------
Printing & Publishing (1.96%)
  Becton Dickenson & Co., 5.35%, 10/10/96           10,000,000        9,895,972
  Pearson Inc., 5.38%-5.40%, 8/2/96-9/23/96         37,509,000       37,320,011
                                                                    -----------
                                                                     47,215,983
                                                                    -----------

              See accompanying notes to investments in securities.

<PAGE>
PRIME MONEY MARKET FUND
Investments in Securities (continued)
                                                    Principal         Market
Name of Issuer                                        Amount         Value (a)
- -------------------------------------------------------------------------------
Commercial Paper & Other Corporate Obligations (continued):
- -------------------------------------------------------------------------------

Restaurants & Lodging (0.08%)
  McDonalds Corporation, 5.81%, 2/18/97             $2,000,000       $2,032,398
                                                                    -----------
Retail Stores (0.99%)
  J.C. Penney Funding, Inc.,
    5.29%-5.36%, 9/6/96-10/4/96                     24,000,000       23,856,084
                                                                    -----------
Utilities - Electric (4.17%)
  Baltimore Gas & Electric Company,
    5.38%-5.48%, 8/27/96-10/3/96                    33,000,000       32,769,097
  Carolina Power & Light,
    5.25%-5.70%, 10/1/96-12/27/96                   19,750,000       19,591,878
  Northern States Power,
    5.30%-5.40%, 8/7/96-10/15/96                    48,200,000       47,935,308
                                                                    -----------
                                                                    100,296,283
                                                                    -----------
Utilities - Telephone (2.10%)
  Ameritech Corporation, 5.35%, 8/13/96             10,000,000        9,982,167
  Southwestern Bell Capital Corporation,
    5.27%-5.85%, 8/14/96-10/28/96                   40,900,000       40,634,252
                                                                    -----------
                                                                     50,616,419
- -------------------------------------------------------------------------------
Total Commercial Paper & Other
  Corporate Obligations (cost:  $2,245,496,198)                  $2,245,496,198
- -------------------------------------------------------------------------------
Government & Agencies Securities (6.78%):
- -------------------------------------------------------------------------------
  Downey Savings & Loan Assoc.,
    5.54%, 1/9/97, LOC Fed. Home Loan Bank          15,000,000       14,628,358
  Federal Farm Credit,
    5.38%-5.58%, 12/2/96-8/1/97                     25,000,000 (e)   24,987,657
  Federal Home Loan Mortgage Corp.,
    5.73%-5.84%, 3/20/97-5/22/97                     9,500,000        9,475,855
  Federal National Mortgage Association,
    5.30%-5.81%, 9/27/96-8/1/97                     63,000,000 (e)   62,980,069
  Fidelity Federal Bank,
    5.20%, 9/27/96, LOC Federal Home Loan Bank       9,819,000        9,738,157
  New Hampshire Higher Education Loan Corp.,
    5.36%, 8/30/96,
      LOC Student Loan Marketing Association        15,000,000       14,935,233
  Private Export Funding Corp.,
    5.16%-5.78%, 1/31/97-4/30/97                     8,000,000        8,121,172
  Secondary Market Services, 5.37%, 9/17/96,
    LOC Student Loan Marketing Association          16,006,000       15,893,785
  Student Loan Marketing Association,
    5.97%, 11/27/96                                  2,275,000 (e)    2,275,547
- -------------------------------------------------------------------------------
Total Government & Agencies Securities (cost:  $163,035,833)       $163,035,833
- -------------------------------------------------------------------------------

              See accompanying notes to investments in securities.

<PAGE>
PRIME MONEY MARKET FUND
Investments in Securities (continued)
                                                    Principal         Market
Name of Issuer                                        Amount         Value (a)
- -------------------------------------------------------------------------------
Repurchase Agreement (0.07%):
- -------------------------------------------------------------------------------

  First Chicago, 5.58%, acquired 7/31/96
    and due 8/1/96 with accrued interest of
    $248 (collateralized by $1,633,500 U.S.
    Treasury Bill, 5.12%, 10/10/96)
    (cost: $1,600,000)                               1,600,000        1,600,000
- -------------------------------------------------------------------------------
Total Investment in Securities (cost:  $2,410,132,031) (c)       $2,410,132,031
- -------------------------------------------------------------------------------

Notes to Investments in Securities:
(a)  Securities are valued in accordance with procedures described in note 2 to
     the financial statements.
(b)  All or a portion consists of securities with interest rates that vary to
     reflect current market conditions; rate shown is the effective rate on
     July 31, 1996.  The maturity date shown represents final maturity.
     However, for purposes of Rule 2a-7, maturity is the next interest rate
     reset date at which time the security can be put back to the issuer.
(c)  Also represents cost for federal income tax purposes.
(d)  All or a portion consists of 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 or other "accredited investors."  These securities have
     been determined to be liquid under guidelines established by the Board of
     Directors.
(e)  All or a portion consists of short-term securities with interest rates
     that reset at set intervals at rates that are based on specific market
     indicies.  Rate shown is the effective rate on July 31, 1996.

<PAGE>
U.S.GOVERNMENT MONEY MARKET FUND
Investments in Securities
July 31, 1996
                                                    Principal         Market
Name of Issuer                                        Amount         Value (a)
- -------------------------------------------------------------------------------
     (Percentages of each investment category relate to total net assets.)

Government & Agencies Securities (79.11%):
- -------------------------------------------------------------------------------

Federal Home Loan Mortgage Corporation Notes (26.74%)
  5.21%-5.35%, 8/1/96-10/16/96                     $39,380,000      $39,216,877
Federal National Mortgage Association Notes (20.89%)
  5.23%-5.81%, 8/8/96-8/1/97                        30,760,000 (c)   30,649,588
Federal Home Loan Bank Notes (8.01%)
  5.25%-5.98%, 8/8/96-6/2/97                        11,765,000       11,742,949
Federal Farm Credit Bank Notes (13.63%)
  5.33%-5.69%, 8/12/96-4/1/97                       20,000,000 (c)   19,993,074
Student Loan Marketing Association Notes (2.32%)
  5.82%-6.11%, 8/22/96-2/14/97                       3,400,000 (c)    3,400,849
Tennessee Valley Authority (2.04%)
  5.23%, 8/16/96                                     3,000,000        2,993,462
U.S. Treasury Notes (5.49%)
  5.44%-5.71%, 11/30/96-4/30/97                      8,000,000        8,048,267
- -------------------------------------------------------------------------------
Total Government & Agencies Securities (cost:  $116,045,066)       $116,045,066
- -------------------------------------------------------------------------------
Repurchase Agreement (20.66%)
- -------------------------------------------------------------------------------
  First Chicago, 5.58%, acquired 7/31/96
    and due 8/01/96 with accrued interest
    of $4,697 (collateralized by $30,927,600
    U.S. Treasury Bill, 5.12%, 10/10/96)
   (cost:  $30,300,000)                             30,300,000       30,300,000
- -------------------------------------------------------------------------------
Total Investment in Securities (cost:  $146,345,066)  (b)          $146,345,066
- -------------------------------------------------------------------------------

Notes to Investments in Securities:
(a)  Securities are valued in accordance with procedures described in note 2 to
     the financial statements.
(b)  Also represents cost for federal income tax purposes.
(c)  All or a portion of the balance consists of securities with interest rates
     that reset at set intervals at rates that are based on specific market
     indicies.  Rate shown is the effective rate on July 31, 1996.

<PAGE>
TAX-FREE MONEY MARKET FUND
Investments in Securities
July 31, 1996
                                                    Principal         Market
            Name of Issuer                            Amount         Value (a)
- -------------------------------------------------------------------------------
     (Percentages of each investment category relate to total net assets.)

Alabama (0.28%)
  Baldwin County Board of Education School Warrants
    Series C, 3.92%, 6/1/97, FSA Insured            $1,000,000       $1,009,300
                                                                    -----------
Alaska (0.44%)
  Anchorage G.O. School Refunding,
    3.80%, 10/1/96, FGIC Insured                     1,585,000        1,584,728
                                                                    -----------
Arizona (0.23%)
  State Board of Regents Refunding Rev.
     Series 1992, 3.80%, 6/1/97, FGIC Insured          800,000          809,022
                                                                    -----------
California (2.83%)
  Anaheim HFA (Harbor Cliff Project),
    2.90%, 7/1/06, LOC Bank of America               1,100,000 (b)    1,100,000
  State School Cash Reserve Program Authority
    1995 Pool Bond Series A, 4.02%, 7/2/97           9,000,000        9,067,005
                                                                    -----------
                                                                     10,167,005
                                                                    -----------
Colorado (5.32%)
  Adams County Family Housing Revenue
    (Hunters Cove Project) Series 1985A,
      3.80%, 1/15/14, LOC GECC                       7,500,000 (b)    7,500,000
  Eagle County Revenue Bonds Series 1995,
    3.70%, 10/1/35, LOC Nationsbank Texas N.A.       6,000,000 (b)    6,000,000
  Health Facilities Authority Revenue
    (Sisters of Charity Health) 3.60%, 5/15/25,
      LOC Toronto Dominion Bank                      5,600,000 (b)    5,600,000
                                                                    -----------
                                                                     19,100,000
                                                                    -----------
District of Columbia (0.33%)
  Washington D.C. G.O. Series A-4,
    3.75%, 10/1/07, LOC Toronto Dominion Bank        1,200,000 (b)    1,200,000
                                                                    -----------
Florida (5.31%)
  City of Orlando, 3.70%, 8/20/96                    2,100,000        2,100,000
  City of Orlando, 3.55%, 9/24/96                      400,000        7,400,000
  Dade County School Board Certificates of
    Participation Series A, 3.70%,
      5/1/97, AMBAC Insured                          1,685,000        1,685,000

              See accompanying notes to investments in securities.

<PAGE>
TAX-FREE MONEY MARKET FUND
Investments in Securities (continued)
                                                    Principal         Market
            Name of Issuer                            Amount         Value (a)
- -------------------------------------------------------------------------------

Florida (continued)
  Housing Finance Authority MFHR Bonds
    (Oaks-Orange Park), 3.65%, 7/1/07,
      LOC Chemical Bank                             $2,585,000 (b)   $2,585,000
  Jacksonville Electric Authority, 3.65%,
    8/21/96, LOC Credit Suisse                       2,800,000        2,800,000
  Palm Bay, 3.60%, 3/1/97, MBIA Insured              1,065,000        1,064,379
  State Municipal Power Agency Revenue Refund,
    3.55%, 10/1/96                                   1,400,000        1,436,212
                                                                    -----------
                                                                     19,070,591
                                                                    -----------
Georgia (1.87%)
  Clayton County MFHR Series 1990
    (Kings Arena Apartment), 3.60%,
      1/1/21, FSA Insured                            2,215,000 (b)    2,215,000
  Cobb County Marietta Water Authority
    Revenue Bonds, 3.60%, 11/1/96                    1,000,000        1,005,000
  Gwinnett County Water and Sewer Authority,
    3.36%, 8/1/96                                    2,250,000          638,123
  State of Georgia G.O., 3.82%, 5/1/97               2,750,000        2,868,854
                                                                    -----------
                                                                      6,726,977
                                                                    -----------
Hawaii (2.26%)
  Honolulu City & County
    3.50%, 9/24/96                                   5,100,000        5,100,000
    3.65%, 8/21/96                                   3,000,000        3,000,000
                                                                    -----------
                                                                      8,100,000
                                                                    -----------
Idaho (0.36%)
  State Health Facilities Authority Revenue
    (St. Luke's Regional Medical Center), 3.65%,
      5/1/22, LOC Credit Suisse                      1,280,000 (b)    1,280,000
                                                                    -----------
Illinois (14.40%)
  City of Springfield Community Improvement
    Revenue Bonds Series 1985, (Realing
      Restoration Project), 3.90%, 12/1/15           3,400,000 (b)    3,400,000
  City of Springfield MFHR
    (OT Center Limited Project), 3.80%, 12/1/15      7,700,000 (b)    7,700,000
  Development Finance Authority
    (A.E. Stanley Manufacturing), 3.55%, 12/1/05,
      LOC Union Bank of Switzerland                  1,600,000 (b)    1,600,000
  Development Finance Authority Series 1995
    (Latin School of Chicago),
      3.75%, 6/1/30, LOC Bank of America            13,900,000 (b)   13,900,000
  Education Facilities Authority Demand
    Revenue Bonds, 3.55%, 12/1/25,
      LOC First National Bank of Chicago               300,000 (b)      300,000

              See accompanying notes to investments in securities.

<PAGE>
TAX-FREE MONEY MARKET FUND
Investments in Securities (continued)
                                                    Principal         Market
            Name of Issuer                            Amount         Value (a)
- -------------------------------------------------------------------------------

Illinois (continued)
  Health Facilities Authority Demand Revenue Bonds
    Palos Community Hosp., 3.55%,
      12/1/15, LOC ABN-AMRO Bank                      $700,000 (b)     $700,000
    Series 1985B, 3.65%, 11/1/15,
      LOC First National Bank of Chicago             7,400,000 (b)    7,400,000
    Series 1985B, 3.70%, 1/1/16,
      LOC First National Bank of Chicago             1,500,000 (b)    1,500,000
  Joliet Regional Port District
    IDR Bonds 3.85%, 7/15/03                         9,735,000 (b)    9,735,000
  Housing Finance Authority
    (Elmhurst Memorial Hospital), 3.75%, 1/1/20      2,200,000 (b)    2,200,000
  State Toll Highway Authority Revenue Bonds
    Series 1993B, 3.55%, 1/1/10, MBIA Insured        3,300,000 (b)    3,300,000
                                                                    -----------
                                                                     51,735,000
                                                                    -----------
Indiana (1.84%)
  State Health Facilities Financing Authority
    (Capital Access Designated Pool Program),
      3.60%, 12/1/02, LOC Comerica Bank              1,800,000 (b)    1,800,000
  State Hospital Equipment Finance Authority
    Revenue Series 1985A, 3.60%,
      12/1/15, MBIA Insured                          4,800,000 (b)    4,800,000
                                                                    -----------
                                                                      6,600,000
                                                                    -----------
Iowa (6.69%)
  Cedar Rapids Hospital Facilities Revenue
    (St. Luke's Methodist Hospital),
      3.75%, 8/15/96, FGIC Insured                   1,000,000        1,000,297
  Des Moines HFA (Small Business Loan Program),
    3.75%, 5/1/97, LOC Federal Home Loan Bank        6,635,000 (b)    6,635,000
  Le Claire Electric Revenue 
    Series 1986, 3.80%, 9/1/26                       4,795,000 (b)    4,796,235
    Series 1986B, 4.10%, 9/1/26                        245,000 (b)      245,026
  Mount Vernon Private College Project
    (Cornell) Series 1985, 3.70%, 10/1/15,
      LOC First Bank Minneapolis, NA                 3,300,000 (b)    3,300,000
  Polk County Hospital Revenue Bonds,
    3.60%, 12/1/05, MBIA Insured                     6,040,000 (b)    6,040,000
  State School Corporation
    (Iowa Cash Anticipation Program)
      Series 1996A, 3.90%, 6/27/97,
        Capital Guaranty Insured                     1,000,000        1,007,389
      Series 1995-1996B, 3.40%, 1/30/97,
        Capital Guaranty Insured                     1,000,000        1,004,095
                                                                    -----------
                                                                     24,028,042
                                                                    -----------

              See accompanying notes to investments in securities.

<PAGE>
TAX-FREE MONEY MARKET FUND
Investments in Securities (continued)
                                                    Principal         Market
            Name of Issuer                            Amount         Value (a)
- -------------------------------------------------------------------------------

Kansas (1.67%)
  City of Burlington (Kansas City P&L)
    3.50%, 9/10/96, LOC Societe Generale            $4,000,000       $4,000,000
  City of Burlington, 3.35%, 9/4/96,
    LOC Societe Generale                             2,000,000        2,000,000
                                                                    -----------
                                                                      6,000,000
                                                                    -----------
Louisiana (1.70%)          
  Rapides Parish PCR
    (Central Louisiana Electric Co. Project),
      3.45%, 7/1/18, LOC Swiss Bank                  1,000,000 (b)    1,000,000
  State Public Facilities Authority,
    3.40%, 9/9/96                                    3,000,000        3,000,000
  West Baton Rouge Industrial District #3,
    3.70%, 8/14/96                                   2,100,000        2,100,000
                                                                    -----------
                                                                      6,100,000
                                                                    -----------
Maryland (3.65%)
  Anne Arundel County
    (Baltimore Gas & Electric), 3.40%, 9/5/96        9,000,000        9,000,000
  Montgomery County Housing Opportunity,
    3.75%, 11/1/07, LOC GECC                         2,000,000 (b)    2,000,000
  Montgomery County Public Improvement
    Series A-1, 3.95%, 7/1/07                        2,100,000 (b)    2,100,000
                                                                    -----------
                                                                     13,100,000
                                                                    -----------
Michigan (1.53%)
  State Storage Authority Series I,
    3.45%, 8/15/96, LOC CIBC                         5,500,000 (b)    5,500,000
                                                                    -----------
Minnesota (4.26%)
  Duluth G.O. Series 1995B, 4.50%, 9/30/96           5,000,000        5,004,304
  St. Paul Housing & Redevelopment Auth.,
    3.80%, 9/1/96, AMBAC Insured                     2,000,000        1,999,584
  State Housing Finance Agency SFMR
    Series 1986A, 3.55%, 8/1/11                      3,545,000 (b)    3,545,000
  State of Minnesota G.O. Refunding,
    3.45%, 8/1/04                                    1,450,000 (b)    1,450,000
  State of Minnesota G.O. Series 1986,
    3.45%, 8/1/99                                    1,000,000 (b)    1,000,000
  State Tax & Aid Anticipation Borrowing
    (School District Credit Enhancement Program),
      3.95%, 8/19/97                                 2,300,000 (e)    2,312,167
                                                                    -----------
                                                                     15,311,055
                                                                    -----------
Missouri (1.30%)
  Kansas City Municipal Assistance Corp.
    Revenue Capital Appreciation Series A,
      Zero Coupon, 4.00%, 10/15/96, AMBAC Insured      985,000          977,161

              See accompanying notes to investments in securities.

<PAGE>
TAX-FREE MONEY MARKET FUND
Investments in Securities (continued)
                                                    Principal         Market
            Name of Issuer                            Amount         Value (a)
- -------------------------------------------------------------------------------

Missouri (continued)
  State Environmental Improvement & Energy
    Resource Authority PCR
      (Monsanto Corporation), 3.60%, 2/1/09         $1,800,000 (b)   $1,800,000
  State Health and Education Facilities
    Authority Revenue (Jewish Hospital
      of St. Louis), 3.78%, 7/1/15                   1,820,000 (b)    1,884,574
                                                                    -----------
                                                                      4,661,735
                                                                    -----------
Montana  (2.62%)
  State Health Facilities Authority Revenue Bonds
    Series A, 3.60%, 12/1/15, FGIC Insured           9,398,000 (b)    9,398,000
                                                                    -----------
Nebraska (2.28%)
  City of Lincoln, 3.60%, 10/9/96                    3,300,000        3,300,000
  Investment Finance Authority Hospital Revenue
    Bonds 3.60%, 12/1/15, FGIC Insured               4,900,000 (b)    4,900,000
                                                                    -----------
                                                                      8,200,000
                                                                    -----------
Nevada (1.85%)
  Clark County Airport System Refunding Revenue Notes
    Series 1993A, 3.55%, 7/1/12, MBIA Insured        5,140,000 (b)    5,140,000
  Sparks G.O., 3.75%, 9/1/96, FGIC Insured           1,490,000        1,489,994
                                                                    -----------
                                                                      6,629,994
                                                                    -----------
New Jersey (0.33%)
  Economic Development Authority,
    3.82%, 12/1/04, LOC Credit Suisse                1,200,000 (b)    1,200,000
                                                                    -----------
New Mexico (1.25%)
  City of Albuquerque Revenue Bonds, 3.65%, 7/1/22,
    LOC Canadian Imperial Bank of Commerce           4,500,000 (b)    4,500,000
                                                                    -----------
New York (0.61%)
  New York City G.O., 3.70%, 10/1/20, FGIC Insured     400,000 (b)      400,000
  New York City Water Finance Authority,
    3.70%, 6/15/25, FGIC Insured                     1,800,000 (b)    1,800,000
                                                                    -----------
                                                                      2,200,000
                                                                    -----------

              See accompanying notes to investments in securities.

<PAGE>
TAX-FREE MONEY MARKET FUND
Investments in Securities (continued)
                                                    Principal         Market
            Name of Issuer                            Amount         Value (a)
- -------------------------------------------------------------------------------

North Carolina (0.42%)
  Education Facilities Finance Agency Rev.
    (Bowman Gray  School of Medicine),
      3.60%, 9/1/20, LOC Wachovia Bank              $1,500,000 (b)   $1,500,000
                                                                    -----------
North Dakota (1.44%)
  State Housing Finance Agency SFMR,
    3.80%, 1/1/16                                    5,160,000 (b)    5,160,000
                                                                    -----------
Ohio (0.51%)
  Columbus G.O. Series D, 3.85%, 9/15/96             1,815,000        1,815,000
                                                                    -----------
Oklahoma (0.28%)
  Garfield County Industrial Auth. PCR
    (OK Gas & Electric), 3.60%, 1/1/25               1,000,000 (b)    1,000,000
                                                                    -----------
Pennsylvania (9.01%)
  Beaver County IDA Pollution Control Revenue Bonds
    Series 1995, 3.50%, 10/1/29, LOC Swiss Bank      7,900,000 (b)    7,900,000
  Lehigh County IDA (Allegheny Electric Coop.)
    Series 1985, 3.40%, 12/1/15,
      LOC Rabobank Nederland                         3,000,000 (b)    3,000,000
  Philadelphia IDA Series 1986
    (Charter Hospital Project), 3.70%, 1/1/01,
      LOC Bankers Trust Co.                          6,175,000 (b)    6,175,000
  Quakertown Hospital Authority,
    3.55%, 7/1/05, LOC PNC Bank                     15,300,000 (b)   15,300,000
                                                                    -----------
                                                                     32,375,000
                                                                    -----------
South Carolina (0.64%)
  Florence County Hospital Revenue
    (McLeod Regional Medical Center) Series 1985A,
      3.70%, 11/1/15, FGIC Insured                   2,300,000 (b)    2,300,000
                                                                    -----------
Tennesee (3.46%)
  Clarksville Public Building Authority Revenue
    Series 1990, 3.55%, 7/1/13, MBIA Insured         3,042,000 (b)    3,042,000
  State of Tennessee G.O. Series A, 5.00%, 5/1/97    5,660,000        5,709,211
  Stewart County Bond Anticipation Notes G.O.,
    3.63%, 2/15/97                                   3,650,000        3,672,356
                                                                    -----------
                                                                     12,423,567
                                                                    -----------

              See accompanying notes to investments in securities.

<PAGE>
TAX-FREE MONEY MARKET FUND
Investments in Securities (continued)
                                                    Principal         Market
            Name of Issuer                            Amount         Value (a)
- -------------------------------------------------------------------------------

Texas (7.20%)
  Brownsville Utility System Revenue Priority Refunding
    Series B, 3.45%, 9/1/96, FGIC Insured           $1,000,000       $1,023,296
  First Colony Municipal Utility District
    #4 Refunding, 4.00%, 4/1/97                        325,000          316,530
  Houston Series E, 3.70%, 4/1/97                    1,500,000        1,499,493
  Houston Water and Sewer System Revenue,
    3.60%, 12/1/96                                   2,330,000        2,402,768
  Lone Star Airport Revenue Improvement Authority
    Series 1984B-4, 3.65%, 12/1/04,
      LOC Royal Bank of Nova Scotia                  1,900,000 (b)    1,900,000
  North Texas Municipal Water District,
    3.55%, 9/1/96                                    1,000,000        1,005,948
  Nueces River Authority PCR Series 1985,
    3.80%, 12/01/99, LOC Bank of Nova Scotia         1,400,000 (b)    1,400,000
  Pine Tree Independent School District Refunding,
    3.85%, 2/15/97                                     620,000          607,464
  State Tax Revenue Anticipation Notes Series 1995A,
    4.04%, 8/30/96                                  15,700,000       15,721,352
                                                                    -----------
                                                                     25,876,851
                                                                    -----------
Utah (3.12%)
  State Board of Regents Student Loan Revenue Bonds
    Series B, 3.55%, 11/1/00, AMBAC Insured         11,200,000 (b)   11,200,000
                                                                    -----------
 Washington (6.39%)
  Port of Anacortes, 3.20%, 8/1/96                  10,500,000       10,500,000
  Port of Seattle Industrial Development Corporation
    Series 1984, (Alaska Airlines Project),
      3.65%, 12/1/09, LOC Bank of New York           9,420,000 (b)    9,420,000
  State G.O. Refunding Series R 1994A,
    3.45%, 8/1/96                                    1,975,000        1,975,000
  State Health Care Facilities Authority Revenue
    Series A, 3.70%, 1/1/18                            700,000 (b)      700,000
  State Health Care Facilities Authority Revenue
    (Fred Hutchinson Cancer Center), 3.65%,
      1/1/18, LOC Morgan Guaranty Trust                340,000 (b)      340,000
                                                                    -----------
                                                                     22,935,000
                                                                    -----------
Wisconsin (1.00%)
  Health Facilities Authority,
    3.50%, 1/1/16, LOC Toronto Dominion Bank         2,600,000 (b)    2,600,000
  Milwaukee Area Technical College
    Series B., 3.85%, 6/1/97                         1,000,000        1,009,265
                                                                    -----------
                                                                      3,609,265
                                                                    -----------

              See accompanying notes to investments in securities.

<PAGE>
TAX-FREE MONEY MARKET FUND
Investments in Securities (continued)
                                                    Principal         Market
            Name of Issuer                            Amount         Value (a)
- -------------------------------------------------------------------------------

Wyoming (2.09%)
  Gillette, Campbell County,
    3.40%, 9/3/96, LOC Deutsche Bank                $2,800,000       $2,800,000
  Platte County PCR Series 1984A,
    3.70%, 07/1/14, LOC Societe Generale               700,000 (b)      700,000
  Sweetwater County PCR (Pacificorp Project)
    3.55%, 1/1/17, LOC Union Bank of Switzerland     4,000,000 (b)    4,000,000
                                                                    -----------
                                                                      7,500,000
- -------------------------------------------------------------------------------
Total Investments in Securities (cost:  $361,906,132)  (d)         $361,906,132
- -------------------------------------------------------------------------------

Notes to Investments in Securities:
(a)  Securities are valued in accordance with procedures described in note 2 to
     the financial statements.
(b)  Interest rate varies to reflect current market conditions; rate shown is
     the effective rate on July 31, 1996.  The maturity date shown represents
     final maturity.  However, for purposes of Rule 2a-7, maturity is the next
     interest rate reset date at which time the security can be put back to the
     issuer.
(c)  Portfolio abbreviations:  IDA  -  Industrial Development Authority
                               IDR  -  Industrial Development Revenue
                               HFA  -  Housing Finance Authority
                              MFHR  -  Multi-Family Housing Revenue
                               PCR  -  Pollution Control Revenue
                              SFMR  -  Single Family Mortgage Revenue
                               LOC  -  Letter of Credit
                              G.O.  -  General Obligation
                              GECC  -  General Electric Capital Corporation
                             AMBAC  -  American Municipal Bond Association
                                         Corporation
                              FGIC  -  Financial Guaranty Insurance Corporation
                              MBIA  -  Municipal Bond Insurance Association
                              CIBC  -  Canadian Imperial Bank of Commerce
                               FSA  -  Financial Security Assurance Corporation

(d)  Also represents cost for federal income tax purposes.

(e)  On July 31, 1996, the cost of securities purchased on a when-issued basis
     was $2,312,167.

<PAGE>
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Great Hall Investment Funds, Inc.

We have audited the accompanying statements of assets and liabilities,
including the schedules of investments in securities, of Prime Money Market
Fund, U.S. Government Money Market Fund and Tax-Free Money Market Fund (funds
within Great Hall Investment Funds, Inc.) as of July 31, 1996 and the related
statements of operations for the year then ended and the statements of changes
in net assets for each of the years in the two-year period ended July 31, 1996
and the financial highlights for each of the years in the four-year period
ended July 31, 1996 and for the period from November 1, 1991 (commencement of
operations) to July 31, 1992.  These financial statements and the financial
highlights are the responsibility of the Funds' 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 audit 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.  As to securities purchased and sold but not received
or delivered, we request confirmations from brokers, and where replies are not
received, we carry out other appropriate auditing procedures.  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
Prime Money Market Fund, U.S. Government Money Market Fund and Tax-Free Money
Market Fund at July 31, 1996, and the results of their operations for the year
then ended and the changes in their net assets for each of the years in the
two-year period ended July 31, 1996, and the financial highlights for each of
the years in the four-year period ended July 31, 1996 and for the period from
November 1, 1991 to July 31, 1992, in conformity with generally accepted
accounting principles.



                                                   KPMG Peat Marwick LLP

Minneapolis, Minnesota
September 3, 1996

<PAGE>
FEDERAL TAX INFORMATION

Information for federal income tax purposes is presented as an aid for
shareholders in reporting the distributions shown below:

Distributions paid during the fiscal year ended July 31, 1996:

                           Prime Money      U.S. Government    Tax-Free Money
                           Market Fund     Money Market Fund     Market Fund

    Payable Date            Per Share          Per Share          Per Share
- -------------------------------------------------------------------------------
    August 31........       $0.00439           $0.00436          $0.00268
    September 29.....        0.00437            0.00430           0.00272
    October 31.......        0.00423            0.00417           0.00258
    November 30......        0.00422            0.00417           0.00265
    December 29......        0.00449            0.00443           0.00295
    January 31.......        0.00411            0.00403           0.00239
    February 29......        0.00384            0.00377           0.00223
    March 29.........        0.00399            0.00392           0.00234
    April 30.........        0.00387            0.00380           0.00242
    May 31...........        0.00427            0.00419           0.00286
    June 28..........        0.00364            0.00363           0.00222
    July 31..........        0.00409            0.00405           0.00227
                            --------           --------           --------
                            $0.04951           $0.04882           $0.03031
                            --------           --------           --------

Source of Distributions
During the period ending July 31, 1996, 96.9% of the Tax-Free Money Market Fund
distributions were derived from interest on municipal securities and qualify as
exempt interest dividends for federal tax purposes.  The December 29, 1995
dividend of 0.00295 for the Tax-Free Money Market Fund includes a 0.000999 per
share short-term gain distribution, which is taxable as ordinary dividend
income.

Federal Taxation
Exempt interest dividends are exempt from federal income taxes and should not
be included in shareholders's gross income but need to be reported on the
income tax return for information purposes.  Each shareholder should consult a
tax adviser about reporting this income for state and local tax purposes.  By
early February 1997, the Fund will provide the shareholder with information
regarding the percentage of distributions exempt from federal income taxes and
a breakdown setting forth states from which income was earned.

Income distributions for the Prime Money Market Fund and U.S. Government Money
Market Fund are taxable as ordinary dividend income and none qualify for the
corporate dividends received deduction.  Each shareholder should consult a tax
adviser about reporting this income for state and local tax purposes.  By early
February 1997, each shareholder will receive a breakdown of income earned by
investment category on a calendar-year basis.

<PAGE>
                      (This Page Intentionally Left Blank)


(Great Hall LOGO)                                       September 13, 1996



To Our Shareholders:
    On August 27 the Great Hall Board of Directors approved the sale of the 
Great Hall National and Minnesota Insured Tax-Exempt Funds to Voyageur Fund 
Managers, Inc.  If approved by the majority of shareholders, your shares will 
be exchanged for shares of equal value of the Voyageur National High Yield 
Municipal Fund or the Voyageur Minnesota Insured Fund in early November.  We 
believe this sale is in your best interests for the following reasons:  (1) the 
strategy of Great Hall's distributor to promote predominantly externally 
managed mutual funds, could in the long term cause the Great Hall Fund's size 
to decrease and thereby make it difficult to provide competitive investment 
returns; (2) Voyageur has a strong reputation in the tax-exempt mutual fund 
industry and offers a good fit for the funds; (3) the investment objectives of 
the Great Hall Funds and Voyageur Funds are similar.  You will receive proxy 
materials in early October, giving you much more information on the exchange of 
your shares and allowing you an opportunity to vote on the transaction.  Until 
that time, please call either us or your investment executive with questions.

     During the past year, the Great Hall National Tax-Exempt Fund's total 
return equaled 7.78% (or 2.93% allowing for a one time, up-front sales charge).
During the same period, the total return of the Great Hall Minnesota Insured 
Tax-Exempt Fund was 5.90% (or 1.13% allowing for a one time, up-front sales 
charge).  The table below shows total return for one year, five years, ten 
years (if applicable), and since the Funds' inception:

                              Excluding      Allowing     Lehmen Brothers
  National Fund              Sales Charge  Sales Charge  Municipal Bond Index
   One Year............          7.78%          2.93%            6.60%
   Five Year...........          8.19%          7.20%            7.72%
   Since Inception*....          8.01%          7.51%            7.88%
* The Fund commenced operations on September 22, 1986.

                              Excluding      Allowing     Lehmen Brothers
  Minnesota Fund            Sales Charge   Sales Charge  Municipal Bond Index
   One Year............          5.90%          1.13%            6.60%
   Five Year...........          6.62%          5.64%            7.72%
   Ten Year............          7.22%          6.72%            8.24%
   Since Inception*....          6.94%          6.46%            8.02%
* The Fund commenced operations on March 5, 1986.

The Bond Market

     The bond market made two large moves during the fiscal year.  Interest 
rates declined and bond prices rose during the first half of the fiscal year, 
continuing the trend which began in November, 1994.  The economy was showing 
only very slow growth during this time, and the Federal Reserve responded by 
reducing short-term interest rates.  Interest rates on longer maturity bonds 
also declined significantly, and the bond market expected further interest rate 
decreases by the Federal Reserve.  Shortly after the Federal Reserve's final 
interest rate reduction in January, 1996, economic data showed that the economy 
was gaining unexpected strength.  Interest rates began to rise and bond prices 
declined as the market realized that the Federal Reserve would probably not 
reduce rates further and may even begin to raise them.  The net effect of these 
two price moves was that interest rates and prices of tax-exempt bonds ended 
the fiscal year quite close to where they began the year.

     The prices of tax-exempt bonds performed better than did prices of taxable 
bonds during the fiscal year.  During most of 1995, yields on tax-exempt bonds 
were unusually attractive compared to yields on taxable bonds, primarily due to 
fears of federal tax law changes such as the "flat tax."  Most investors now 
seem to believe that any major changes in tax law that would hurt tax-exempt 
bonds is unlikely, so the relationship between taxable and tax-exempt interest 
rates has returned to more normal levels.

Great Hall National Tax-Exempt Fund

     The managers of the Great Hall National Tax-Exempt Fund have continued to
position the Fund to limit its price volatility in all market conditions.  The
key strategies used are to keep the average maturity relatively short and the 
average bond coupon relatively high.  The Fund outperformed the Lehman Brothers 
Municipal Bond Index for the year (excluding sales charge), primarily because 
of the higher income return on the National Fund.  The Fund's total return 
(excluding sales charge) has also outperformed the Index for the five-year and 
since-inception periods.

     The primary objective of the Fund is to provide a high level of tax-exempt 
income by investing in medium- and lower-grade municipal securities, including 
bonds that do not have a credit rating, which the managers deem credit-worthy 
through careful analysis.  Many of the non-rated bonds are full faith and 
credit general obligation or utility service revenue bonds, which the managers 
believe are the safest types of municipal bonds.  The Fund has not experienced 
any default losses in the last five years.  The yields available on non-rated 
bonds are generally higher than on rated bonds, and these higher yields have 
been the primary reason for the Fund achieving greater total returns than most 
tax-exempt funds over the past five years.

     The Fund's secondary objective is to limit the price volatility of its 
investment portfolio caused by changes in the general level of interest rates.  
As previously stated, the Fund continues to be conservatively positioned 
through the use of shorter than average maturities and higher than average 
coupons.

     The Fund continues to be essentially fully invested, minimizing the use of 
low yielding cash equivalent investments.

Great Hall Minnesota Insured Tax-Exempt Fund

     The Great Hall Minnesota Insured Tax-Exempt Fund invests in bonds that are 
exempt from both federal and Minnesota state income taxes, and all of the bonds 
in its portfolio (excluding short-term cash equivalents) are insured as to 
timely payment of principal and interest by insurance companies rated AAA.  The 
Fund underperformed the Lehmen Brothers Municipal Bond Index for the year, 5 
year, 10 year and since inception periods (excluding sales charge).  There are 
three reasons for this:  (1) a mutual fund has annual expenses which are 
deducted from the return numbers, while the index contains municipal bond 
returns without any attendant expenses; (2) the index contains both insured and 
uninsured bonds, and the Fund only invests in very high quality insured bonds; 
(3) Minnesota municipal bond returns are generally lower than those in most 
other states due to their exemption from the high Minnesota income tax, while 
the index is a composite of all states.

     The Fund continues to be essentially fully invested, minimizing the use of 
low yielding cash equivalent investments.

     On behalf of all the employees at IFG Asset Management Services, Inc., we 
want to thank you for your investment and your past support of our Funds.

Sincerely,



J. Scott Spiker                        Raye C. Kanzenbach
Chief Executive Officer                Vice President/Senior Portfolio Manager
Great Hall Investment Funds, Inc.      Great Hall Investment Funds, Inc.

<PAGE>


For electronic filing purposes, the following is a representation of the
graphic chart shown in the printed copy.

Suppose you had invested $10,000 at the inception of the respective fund /
Dollar value of investment at Fund fiscal year-ends.

GREAT HALL NATIONAL TAX-EXEMPT FUND

          Average Annual Total Return *
  1 Year      5 Year      Since Inception  (9/86)
   2.93%       7.20%           7.51%

                                     Great Hall National   Great Hall National
                   Lehmen Brothers     Tax-Exempt Fund       Tax-Exempt Fund
                   Municipal Index   (excl. sales charge)  (excl. sales charge)

                       10,000              10,000                 9,550
7/31/87                10,413              10,366                 9,899
7/31/88                11,142              11,128                10,627
7/31/89                12,497              12,525                11,961
7/31/90                13,362              13,362                12,761
7/31/91                14,530              14,399                13,751
7/31/92                16,528              16,391                15,654
7/31/93                17,987              17,941                17,134
7/31/94                18,330              18,477                17,645
7/31/95                19,774              19,801                18,910
7/31/96                21,078              21,341                20,381


GREAT HALL MINNESOTA INSURED TAX-EXEMPT FUND

          Average Annual Total Return *
  1 Year    5 Year    10 Year    Since Inception  (3/86)
   1.13%     5.64%     6.72%         6.46%

                                 Great Hall MN Insured  Great Hall MN Insured
                Lehmen Brothers     Tax-Exempt Fund       Tax-Exempt Fund
                Municipal Index   (excl. sales charge)  (excl. sales charge)

                    10,000              10,000                 9,550
7/31/86              9,991               9,908                 9,462
7/31/87             10,897              10,396                 9,928
7/31/88             11,660              11,144                10,643
7/31/89             13,078              12,558                11,993
7/31/90             13,984              13,331                12,731
7/31/91             15,206              14,434                13,784
7/31/92             17,297              16,225                15,495
7/31/93             18,824              17,515                16,727
7/31/94             19,183              17,552                16,763
7/31/95             20,694              18,781                17,936
7/31/96             22,059              19,889                18,994


* Average annual total returns include the maximum 4.50% sales charge.

The charts above illustrate the performance of the Great Hall National
Tax-Exempt Fund and the Great Hall Minnesota Insured Tax-Exempt Fund in
comparison with the Lehman Brothers Municipal Index.  The Index consists of
an average total return of securities covered by the index, assuming no
operating expenses, transaction fees or sales loads.  How well a fund
parallels the index can give an investor a feel for return and volatility
comparisons.  If the index were purchased as a portfolio, some level of
transaction costs would apply.  Performance quoted represents past
performance and is not indicative of future results.


<PAGE>
STATEMENTS OF ASSETS AND LIABILITIES
July 31, 1996
                                                                     Minnesota
                                                      National        Insured
                                                     Tax-Exempt      Tax-Exempt
                                                        Fund            Fund
- -------------------------------------------------------------------------------
Assets:
Investments in securities at market value
  (note 2), identified cost $61,649,826
  and $24,740,347, respectively................     $62,573,028    $24,947,290
Cash in bank on demand deposit.................          14,729        194,058
Receivable for fund shares sold................          38,955            530
Accrued interest receivable....................       1,085,832        465,137
- -------------------------------------------------------------------------------
Total assets...................................      63,712,544     25,607,015
- -------------------------------------------------------------------------------
Liabilities:
Cash portion of dividends
  payable to shareholders......................         173,149         28,923
Accrued investment advisory fee................          26,767          8,177
Accrued distribution fee.......................          21,010          8,348
Other accrued expenses.........................          31,923         39,775
- -------------------------------------------------------------------------------
Total liabilities..............................         252,849         85,223
- -------------------------------------------------------------------------------
Net assets applicable to
  outstanding capital stock....................     $63,459,695    $25,521,792
- -------------------------------------------------------------------------------

Represented by:
Capital stock -- authorized 10 billion
  shares of $.01 par value for each
  Fund, outstanding 6,230,204 and
  2,551,359 shares, respectively...............         $62,302        $25,514
Additional paid-in capital.....................      62,499,665     25,903,108
Accumulated net realized losses
  on investments (note 2)......................         (25,474)      (613,773)
Unrealized appreciation of investments.........         923,202        206,943
- -------------------------------------------------------------------------------
  Total -- representing net assets
    applicable to outstanding capital stock....     $63,459,695    $25,521,792
- -------------------------------------------------------------------------------
Net asset value per share
  of outstanding capital stock.................          $10.19         $10.00
- -------------------------------------------------------------------------------

              See accompanying notes to investments in securities.

<PAGE>
STATEMENTS OF OPERATIONS
For the Year Ended July 31, 1996
                                                                    Minnesota
                                                     National        Insured
                                                    Tax-Exempt      Tax-Exempt
                                                       Fund            Fund
- -------------------------------------------------------------------------------
Income:
  Interest.....................................     $4,486,670      $1,536,534
- -------------------------------------------------------------------------------
Expenses (note 5):
  Investment advisory fee......................        322,677         135,544
  Distribution fee.............................        193,606          81,326
  Custodian, accounting and
   transfer agent fees.........................         49,444          28,884
  Reports to shareholders......................         15,409          11,780
  Directors' fees..............................          7,500           7,500
  Audit and legal fees.........................         22,080          30,553
  Registration fees............................          4,454           1,350
  Insurance fees...............................          1,750           7,050
  Other expenses...............................          5,000           6,627
- -------------------------------------------------------------------------------
Total expenses.................................        621,920         310,614
Less expenses voluntarily waived or
 absorbed by Advisor and Distributor...........        (73,210)        (88,781)
- -------------------------------------------------------------------------------
Total net expenses.............................        548,710         221,833
- -------------------------------------------------------------------------------
Investment income -- net.......................      3,937,960       1,314,701
- -------------------------------------------------------------------------------
Realized and unrealized gains on investments:
  Net realized gain on investments (note 3)....        211,120           2,735
  Net change in unrealized appreciation or
   depreciation of investments.................        691,939         263,752
- -------------------------------------------------------------------------------
Net gain on investments........................        903,059         266,487
- -------------------------------------------------------------------------------
Net increase in net
 assets resulting from operations..............     $4,841,019      $1,581,188
- -------------------------------------------------------------------------------

              See accompanying notes to financial statements.

<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS

                                     National             Minnesota Insured
                                 Tax-Exempt Fund           Tax-Exempt Fund
- -------------------------------------------------------------------------------
                                Year         Year         Year         Year
                                Ended        Ended        Ended        Ended
                               7/31/96      7/31/95      7/31/96      7/3195
- -------------------------------------------------------------------------------
Operations:
  Investment income
   -- net..................  $3,937,960   $4,417,173   $1,314,701   $1,571,421
  Net realized gain (loss)
   on investments..........     211,120      868,133        2,735     (616,795)
  Net change in unrealized
   appreciation or depreciation
   of investments..........     691,939     (592,387)     263,752      728,206
- -------------------------------------------------------------------------------
  Net increase in net
   assets resulting from
   operations..............   4,841,019    4,692,919    1,581,188    1,682,832
- -------------------------------------------------------------------------------
Distributions to shareholders from:
  Investment income - net..  (3,937,960)  (4,417,173)  (1,314,701)  (1,571,421)
  Accumulated net
   realized gains..........    (779,384)    (308,935)          --     (293,106)
  Excess distribution of
   accumulated net
    realized gains.........     (25,474)          --           --           --
- -------------------------------------------------------------------------------
  Total distributions
   to shareholders.........  (4,742,818)  (4,726,108)  (1,314,701)  (1,864,527)
- -------------------------------------------------------------------------------
Capital share transactions (note 4):
  Proceeds from sales
   (note 5)................   2,593,882    3,529,401    1,355,953      633,943
  Shares issued for reinvest-
   ment of distributions...   2,523,625    2,501,190      865,127    1,145,781
  Payment for shares
   redeemed................  (8,113,265) (11,812,598)  (5,600,510) (10,071,324)
- -------------------------------------------------------------------------------
  Decrease in net assets
   from capital share
   transactions............  (2,995,758)  (5,782,007)  (3,379,430)  (8,291,600)
- -------------------------------------------------------------------------------
Total decrease
 in net assets.............  (2,897,557)  (5,815,196)  (3,112,943)  (8,473,295)
- -------------------------------------------------------------------------------
Net assets at
 beginning of year.........  66,357,252   72,172,448   28,634,735   37,108,030
- -------------------------------------------------------------------------------
Net assets at
 end of year............... $63,459,695  $66,357,252  $25,521,792  $28,634,735
- -------------------------------------------------------------------------------

               See accompanying notes to financial statements.

<PAGE>
NOTES TO FINANCIAL STATEMENTS

1.  Organization

    Great Hall Investment Funds, Inc. (the Company) was incorporated on June
    24, 1991 and is registered under the Investment Company Act of 1940 (as
    amended) as an open-end management investment company and presently
    includes a series of five funds, including National Tax-Exempt Fund and
    Minnesota Insured Tax-Exempt Fund (the funds), which are classified as non-
    diversified funds.  The Company's articles of incorporation permit the
    board of directors to create additional funds in the future.

2.  Summary of Significant Accounting Policies

    The significant accounting policies followed by the funds are as follows:

    Investments in Securities

    The values of fixed-income securities are provided by an independent
    pricing service.  When market quotations are not readily available,
    securities are valued at fair value as determined in good faith by the
    Board of Directors.  Short-term securities are valued at amortized cost
    which approximates market value.

    Security transactions are accounted for on the date the securities are
    purchased or sold.  Realized gains and losses are calculated on the
    identified cost basis.  Interest income, including amortization of premium
    and original issue discount, is accrued daily and is computed on a level
    yield basis.  For the Minnesota Insured Tax-Exempt Fund, portfolio
    insurance expense is recognized over the premium period, and the cost of
    secondary market insurance, if any, is capitalized to the cost basis of the
    underlying security.  For the year ended July 31, 1996 portfolio insurance
    expense was $4,709.

    The Minnesota Insured Tax-Exempt Fund concentrates its investments in a
    single state and, therefore, may have more risk related to the economic
    conditions of the respective state than a fund that has broader
    geographical diversification.

    Use of Estimates

    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the
    financial statements and the reported amounts of revenues and expenses
    during the reporting period.  Actual results could differ from those
    estimates.

    Securities Purchased on a When-Issued Basis

    Delivery and payment for securities which have been purchased on a forward
    commitment or when-issued basis can take place a month or more after the
    transaction date.  During this period, such securities are subject to
    market fluctuations and the fund maintains, in a segregated account with
    its custodian, assets with a market value equal to the amount of its
    purchase commitments.

    Federal Taxes

    The funds' policy is to comply with the requirements of the Internal
    Revenue Code applicable to regulated investment companies and to distribute
    all of its taxable income to shareholders.  Therefore, no income tax
    provision is required.  Each fund within the Company will be treated as a
    separate entity for federal income tax purposes.  In addition, on a
    calendar basis, each fund intends to distribute substantially all of its
    taxable net investment income and realized gains, if any, to avoid the
    payment of any federal excise taxes.

<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2.  Summary of Significant Accounting Policies (continued)

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

    For federal income tax purposes, capital loss carryovers were $614,060 for
    the Minnesota Insured Tax-Exempt Fund at July 31, 1996, which if not offset
    by subsequent capital gains, will expire in 2003 and 2004.  It is unlikely
    the Board of Directors will authorize a distribution of any net realized
    capital gains until the available capital loss carryovers have been offset
    or expired.

    Distributions to Shareholders

    Distributions to shareholders from net investment income are declared daily
    and payable monthly in cash or reinvested in additional shares.
    Distributions from net realized gains, if any, will be made on an annual
    basis for the funds.

3.  Investment Security Transactions

    For the year ended July 31, 1996, purchases of securities and proceeds from
    sales, other than temporary investments in short-term securities,
    aggregated $0 and $7,012,734 for National Tax-Exempt Fund and $0 and
    $3,286,740 for Minnesota Insured Tax-Exempt Fund.

4.  Capital Share Transactions

    Transactions in shares of each Fund for the years ended July 31, 1996 and
    1995 are as follows:
                                                                    Minnesota
                                                National             Insured
                                               Tax-Exempt          Tax-Exempt
                                                  Fund                Fund
    ---------------------------------------------------------------------------
    1996:
      Sold............................           253,498             134,641
      Issued for
        reinvested distributions......           245,537              85,990
      Redeemed........................          (790,794)           (559,230)
    ---------------------------------------------------------------------------
      Decrease........................          (291,759)           (338,599)
    ---------------------------------------------------------------------------
    1995:
      Sold............................           354,203             64,766
      Issued for
        reinvested distributions......           250,761            120,193
      Redeemed........................        (1,182,858)        (1,060,778)
    ---------------------------------------------------------------------------
      Decrease........................          (577,894)          (875,819)
    ---------------------------------------------------------------------------

<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5.  Fees and Expenses

    The funds have entered into an investment advisory and management agreement
    with IFG Asset Management Services, Inc. (AMS), under which AMS manages
    each fund's assets and furnishes related office facilities, equipment,
    research and personnel.  The agreement requires each fund to pay AMS a
    monthly fee based on average daily net assets.  The fee for each fund is
    equal to an annual rate of 0.50% of average daily net assets.

    Each fund also pays affiliates Dain Bosworth Incorporated (DBI) and
    Rauscher Pierce Refsnes, Inc. (RPR) a monthly fee for expenses incurred in
    the distribution and promotion of the funds' shares.  The monthly fee is
    limited to a maximum of 1/12 of 0.30% of average daily net assets for each
    fund.  However, DBI and RPR voluntarily limited the reimbursement fee to
    0.187% of average daily net assets for the year ended July 31, 1996 for
    both the National and Minnesota Insured Tax-Exempt Funds.  Total
    distribution fees waived for the year ended July 31, 1996 were $73,210 and
    $30,531 for National Tax-Exempt Fund and Minnesota Insured Tax-Exempt Fund,
    respectively.

    In addition to the investment advisory fee and the distribution fee, each
    fund is responsible for paying most other operating expenses including
    outside directors' fees and expenses, custodian fees, registration fees,
    printing and shareholder reports, transfer agent fees and expenses, legal,
    auditing and accounting services, organization costs, insurance, interest
    and other miscellaneous expenses.  For the year ended July 31, 1996, total
    fees and expenses including the distribution fee were further voluntarily
    limited to an annual rate of 0.85% and 0.82% of average daily net assets
    for National Tax-Exempt Fund and Minnesota Insured Tax-Exempt Fund,
    respectively.

    Sales charges paid to affiliated brokers for distributing the funds' shares
    were $77,063 for National Tax-Exempt Fund and $35,476 for Minnesota Insured
    Tax-Exempt Fund for the year ended July 31, 1996.

    Legal fees and expenses of $1,486 for the year ended July 31, 1996 were
    paid to a law firm of which the secretary of the funds is a partner.

6.  Subsequent Event

    Subject to shareholder approval, the Board of Directors of the National
    Tax-Exempt and the Minnesota Insured Tax-Exempt Funds approved a plan to
    reorganize on August 27, 1996.  Under the proposed plan of reorganization,
    the assets of these funds will be transferred and merged on a tax-free
    basis into two open-end management investment companies managed by Voyageur
    Fund Managers, Inc.  It is anticipated that the reorganization, if
    approved, would occur on or around November 8, 1996.

<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

7.  Financial Highlights

    Per share data for a share of capital stock outstanding throughout each
    period and selected information for the period is as follows:
<TABLE>
                                                               National Tax-Exempt Fund
- ------------------------------------------------------------------------------------------------------------
                                                                  Year ended 
July 31,
                                             1996          1995          1994          1993          1992
- ------------------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>           <C>           <C>           <C>   
Net asset value,
 beginning of year...................       $10.17        $10.17        $10.50        $10.22        $9.65
- ------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income..............        0.625         0.648         0.624         0.652        0.703
  Realized and unrealized gains
   (losses) on investments, net......        0.148         0.045         (0.31)        0.280        0.570
- ------------------------------------------------------------------------------------------------------------
Total from investment operations.....        0.773         0.693         0.311         0.932        1.273
- ------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From investment income.............       (0.625)       (0.648)       (0.624)       (0.652)      (0.703)
  From accumulated
   net realized gains................       (0.128)       (0.045)       (0.017)           --           --
- ------------------------------------------------------------------------------------------------------------
Total distributions to shareholders..       (0.753)       (0.693)       (0.641)       (0.652)      (0.703)
- ------------------------------------------------------------------------------------------------------------
Net asset value, end of year.........       $10.19        $10.17        $10.17        $10.50       $10.22
- ------------------------------------------------------------------------------------------------------------
Total return**.......................         7.78%         7.16%         2.99%         9.45%       13.84%
Net assets at end
 of year (000s omitted)..............      $63,460       $66,357         72,172      $58,048      $43,166
Ratio of expenses to average
 daily net assets*...................         0.85%         0.79%          0.91%        1.01%        0.84%
Ratio of net investment income
 to average daily net assets*........         6.10%         6.45%          5.98%        6.32%        7.15%
Portfolio turnover rate
 (excluding short-term securities)               0%         8.45%         27.88%       16.36%       14.50%
- ------------------------------------------------------------------------------------------------------------
</TABLE>
 *  Various fund fees and expenses were voluntarily waived or absorbed during
    the periods referred to above.  Had the fund paid all expenses, the ratios
    of expenses and net investment income to average daily net assets would
    have been as follows:  0.96%/5.99% for the year ended July 31, 1996,
    0.90%/6.34% in 1995, 1.01%/5.88% in 1994, 1.24%/6.09% in 1993, and
    1.14%/6.85% in 1992.
**  Total return does not reflect payments of a sales charge.

<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

7.  Financial Highlights (continued)
<TABLE>
                                                             Minnesota Insured Tax-Exempt Fund
- ------------------------------------------------------------------------------------------------------------
                                                                    Year ended 
July 31,
                                               1996          1995          1994          1993          1992
- ------------------------------------------------------------------------------------------------------------
<S>                                         <C>           <C>            <C>           <C>          <C>
Net asset value,
 beginning of year....................        $9.91         $9.85         $10.52        $10.29        $9.74
- ------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income...............        0.486         0.494          0.502         0.560        0.604
  Realized and unrealized gains
   (losses) on investments, net.......        0.090         0.157         (0.465)        0.230        0.550
- ------------------------------------------------------------------------------------------------------------
Total from investment operations......        0.576         0.651          0.037         0.790        1.154
- ------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From investment income..............       (0.486)       (0.494)        (0.502)       (0.560)      (0.604)
  From accumulated
   net realized gains.................           --        (0.097)        (0.205)           --           --
- ------------------------------------------------------------------------------------------------------------
Total distributions to shareholders...       (0.486)       (0.591)        (0.707)       (0.560)      (0.604)
- ------------------------------------------------------------------------------------------------------------
Net asset value, end of year..........       $10.00         $9.91          $9.85        $10.52       $10.29
- ------------------------------------------------------------------------------------------------------------
Total return**........................         5.90%         7.00%          0.21%         7.95%       12.41%
Net assets at end
 of year (000s omitted)...............      $25,522       $28,635        $37,108       $29,899      $23,009
Ratio of expenses to
 average daily net assets*............         0.82%         0.81%          0.80%         0.76%        0.61%
Ratio of net investment income
 to average daily net assets*.........         4.85%         5.12%          4.86%         5.44%        6.11%
Portfolio turnover rate (excluding
 short-term securities)...............            0%         3.44%         42.40%        20.12%        5.60%
- ------------------------------------------------------------------------------------------------------------
</TABLE>
 *  Various fund fees and expenses were voluntarily waived or absorbed during
    the periods referred to above.  Had the fund paid all expenses, the ratios
    of expenses and net investment income to average daily net assets would
    have been as follows:  1.15%/4.52% for the year ended July 31, 1996,
    1.16%/4.77% in 1995, 1.00%/4.66% in 1994, 1.15%/5.05% in 1993, and
    1.16%/5.56% in 1992.
**  Total return does not reflect payments of a sales charge.

<PAGE>
NATIONAL TAX-EXEMPT FUND
Investments in Securities
July 31, 1996
                                                       Principal       Market
          Name of Issuer (c)                             Amount       Value (a)
- -------------------------------------------------------------------------------
     (Percentages of each investment category relate to total net assets.)

Municipal Bonds (93.40%):
- -------------------------------------------------------------------------------

Alabama (7.92%)
    Etowah County Refunding Warrants,
      8.50%, 11/01/10                                  $800,000        $863,221
    Orange Beach General Obligation,
      6.25%, 10/01/13                                 1,500,000       1,468,963
    Moundville Industrial Development,
      6.75%, 12/01/11                                 1,500,000       1,501,234
    Upper Bear Creek Water & Sewer, 6.25%, 08/01/15   1,250,000       1,190,046
                                                                    -----------
                                                                      5,023,464
                                                                    -----------
Arizona (0.83%)
    Prescott Valley Improvement District,
      7.90%, 01/01/12                                   500,000         526,590
                                                                    -----------
Colorado (8.30%)
    Arapahoe Water & Sanitation District,
      9.13%, 10/01/98-12/01/08                          500,000         540,639
    Arapahoe Water & Sanitation District,
      9.25%, 12/01/13                                   210,000         235,522
    Colorado Technical Center Metropolitan District,
      9.75%, 06/01/09                                   595,000         633,450
    Mesa County Single Family Mortgage,
      8.88%, 12/01/10                                   215,000         223,252
    Mountain Village Metropolitan District,
      8.10%, 12/01/11                                 1,000,000       1,092,868
    Panorama Metropolitan District,
      9.00%, 12/01/09                                   750,000         787,446
    Piney Creek Metropolitan District,
      8.50%, 12/01/14                                   600,000         611,663
    Westminster Shaw Heights Basin Special,
      7.50%, 12/01/07                                   350,000         353,913
    Winter Park West Water & Sanitation District,
      9.25%, 12/01/06                                   250,000         259,803
    Winter Park West Water & Sanitation District,
      9.75%, 12/01/05                                   525,000         534,691
                                                                    -----------
                                                                      5,273,247
                                                                    -----------
Florida (1.01%)
    Sarasota County Industrial Development,
      8.75%, 05/01/11                                   640,000         646,047
                                                                    -----------
Illinois (13.41%)
    Bedford Park Revenue Refunding, 8.00%, 12/01/10   1,200,000       1,451,892
    Illinois Development Finance Authority,
      7.00%, 03/01/06                                   400,000         380,449
    Illinois Development Finance Authority,
      7.20%, 03/01/07-03/01/08                          800,000         767,038
    Illinois Development Finance Authority,
      7.38%, 11/15/11                                 1,100,000       1,173,743
    Illinois Health Facilities Authority,
      8.10%, 11/15/14                                 1,000,000       1,043,770
    Niles Park District Series A, 6.65%, 12/01/14       860,000         880,305

              See accompanying notes to investments in securities.

<PAGE>
NATIONAL TAX-EXEMPT FUND
Investments in Securities (continued)
                                                       Principal       Market
          Name of Issuer (c)                             Amount       Value (a)
- -------------------------------------------------------------------------------
Municipal Bonds (continued):
- -------------------------------------------------------------------------------

Illinois (continued)
    Romeoville Series A Utilities, 7.80%, 01/01/11   $1,000,000      $1,029,276
    Streamwood Special Service Area #3,
      8.38%, 01/01/09                                 1,000,000       1,030,211
    West Chicago Tax Increment Revenue,
      7.38%, 12/01/12                                   720,000         753,489
                                                                    -----------
                                                                      8,510,173
                                                                    -----------
Indiana (2.83%)
    Indianapolis Economic Development,
      7.25%, 10/01/10                                   700,000         732,775
    Fishers Economic Development Revenue,
      8.38%, 09/01/14                                 1,000,000       1,060,538
                                                                    -----------
                                                                      1,793,313
                                                                    -----------
Kansas (0.21%)
    Johnson City First Mortgage Revenue,
       7.40%, 10/01/08                                  125,000         130,807
                                                                    -----------
Maine (1.62%)
    Yarmouth Pollution Control Revenue,
      6.75%, 06/01/02                                 1,025,000       1,027,319
                                                                    -----------
Michigan (3.28%)
    Troy Economic Development Corporation,
      6.75%, 10/01/12                                 1,500,000       1,554,018
    Bad Axe Water Supply & Sewer Disposal,
      8.25%, 12/01/07                                   500,000         525,429

                                                                    -----------
                                                                      2,079,447
                                                                    -----------
Minnesota (2.91%)
    Fergus Falls Health Care Facilities,
      6.50%, 09/01/18                                   750,000         755,053
    Alexandria Health Care Facilities,
      8.75%, 08/01/21                                   500,000         550,363
    Spring Park Health Care Facilities,
      8.25%, 08/01/11                                   500,000         544,334

                                                                    -----------
                                                                      1,849,750
                                                                    -----------
Missouri (8.61%)
    Saint Louis County Industrial Development,
      7.50%, 06/01/16                                  1,500,000      1,431,505
    Clarence Cannon Wholesale Water Commission,
      5.75%, 05/15/13                                  1,500,000      1,421,049
    Franklin County Public Water Supply District,
      7.38%, 12/01/18                                  1,255,000      1,309,833
    Marion County Nursing Home, 7.00%, 08/01/13        1,050,000      1,072,455
    Platte City Waterworks & Sewer,
      7.75%, 04/01/08-04/01/09                           220,000        232,010
                                                                    -----------
                                                                      5,466,852
                                                                    -----------

              See accompanying notes to investments in securities.

<PAGE>
NATIONAL TAX-EXEMPT FUND
Investments in Securities (continued)
                                                       Principal       Market
          Name of Issuer (c)                             Amount       Value (a)
- -------------------------------------------------------------------------------
Municipal Bonds (continued):
- -------------------------------------------------------------------------------

Nebraska (2.77%)
    Douglas County Zoo Facility, 6.00%, 06/01/03      $1,750,000     $1,755,462
                                                                    -----------
New Mexico (1.17%)
    Rio Grande Natural Gas Association,
      6.13%, 07/01/13                                    750,000        742,945
                                                                    -----------
North Carolina (2.11%)
    Eastern Municipal Power Agency, 5.50%, 01/01/21    1,500,000      1,339,356
                                                                    -----------
Oklahoma (8.73%)
    Chelsea Gas Authority, 7.30%, 07/01/19               700,000        701,486
    Chelsea Gas Authority, 7.25%, 07/01/13               600,000        611,404
    Shattuck Hospital Authority,
      6.50%, 01/01/98-07/01/02                           390,000        379,452
    Clinton Public Works Authority, 6.25%, 01/01/14    1,000,000        985,348
    Oklahoma City Public Property Authority,
      8.30%, 10/01/16                                  1,000,000      1,083,904
    Anadarko Public Works Authority, 7.00%, 10/01/12   1,000,000      1,026,436
    Heavener Utilities Authority, 6.50%, 10/01/09        750,000        751,228
                                                                    -----------
                                                                      5,539,258
                                                                    -----------
Pennsylvania (14.37%)
    Adamstown Borough Authority Sewer, 9.00%, 10/01/17   500,000        529,056
    Adamstown Borough Authority Sewer, 6.25%, 10/01/17   905,000        887,227
    Butler General Obligation, 6.88%, 03/01/23           950,000         18,466
    Chester General Obligation, 9.50%, 12/01/97           70,000         70,547
    Easton Area Joint Sewer Authority,
      6.20%, 04/01/09                                  1,000,000        983,562
    Elizabeth Borough Municipal Authority Sewer,
      7.15%, 01/01/21                                    500,000        510,895
    Hopewell Township Beaver County Sewer,
      6.00%, 11/01/13                                  1,215,000      1,132,158
    Lehigh County General Purpose, 8.75%, 11/01/14       750,000        703,324
    Neville Township General Obligation,
      5.90%, 11/01/12                                    500,000        463,962
    Neville Township General Obligation,
      6.00%, 11/01/18                                    615,000        559,565
    New Kensington Municipal Sewer, 7.50%, 10/01/11    1,000,000      1,024,263
    State Higher Educational Facilities
      Authority Revenue, 6.75%, 05/01/12               1,300,000      1,338,723
                                                                    -----------
                                                                      9,121,748
                                                                    -----------

              See accompanying notes to investments in securities.

<PAGE>
NATIONAL TAX-EXEMPT FUND
Investments in Securities (continued)
                                                       Principal       Market
          Name of Issuer (c)                             Amount       Value (a)
- -------------------------------------------------------------------------------
Municipal Bonds (continued):
- -------------------------------------------------------------------------------

South Dakota (4.22%)
    Health & Educational Facilities,
      7.25%, 09/01/13                                 $1,125,000     $1,009,565
    Health & Educational Facilities,
      7.00%, 04/01/10                                  1,000,000      1,006,838
    Lease Revenue Community, 8.88%, 10/01/18             590,000        663,933
                                                                    -----------
                                                                      2,680,336
                                                                    -----------
Tennessee (1.63%)
    Newbern Individual Development, 7.90%, 3/01/00     1,000,000      1,031,819
                                                                    -----------
Texas (3.23%)
    Denton County Health Facilities, 7.50%, 08/15/15   1,000,000      1,018,991
    Wharton Housing Development Corp.,
      8.00%, 02/01/03-02/01/10                         1,025,000      1,029,622
                                                                    -----------
                                                                      2,048,613
                                                                    -----------
Washington (1.35%)
    State Housing Finance Commission,
      8.25%, 07/01/02-07/01/12                           845,000        855,911
                                                                    -----------
Wisconsin (0.98%)
    La Crosse Nursing Home Facilities, 9.25%, 07/01/17   600,000        620,176
                                                                    -----------
West Virginia (1.24%)
    Ohio County Building Commission, 9.63%, 01/01/13     775,000        787,458
                                                                    -----------
Wyoming (0.67%)
    Green River Sweetwater County, 8.50%, 12/01/07       400,000        422,937
- -------------------------------------------------------------------------------
Total Municipal Securities (cost:  $58,349,826)                     $59,273,028
- -------------------------------------------------------------------------------

              See accompanying notes to investments in securities.

<PAGE>
NATIONAL TAX-EXEMPT FUND
Investments in Securities (continued)
                                                       Principal       Market
          Name of Issuer (c)                             Amount       Value (a)
- -------------------------------------------------------------------------------
Short-term Securities (5.20%):
- -------------------------------------------------------------------------------

    Joliet, IL Regional Port District Industrial
      Building Revenue Bonds, 3.85%, 07/15/03,
        Gauranteed - Dow Chemical                       $400,000 (b)   $400,000
    Lone Star Texas Airport Revenue Improvement
      Authority, 3.65%, 12/01/14
        LOC Royal Bank of Canada                         300,000 (b)    300,000
    New York City Water Finance Authority,
      3.65%, 06/15/22                                  1,000,000 (b)  1,000,000
    New York City, New York G.O., 3.65%, 08/15/18        700,000 (b)    700,000
    New York City, New York G.O., 3.70%,
      10/01/21-10/01/22                                  900,000 (b)    900,000
- -------------------------------------------------------------------------------
Total Short-Term Securities (cost:  $3,300,000)                      $3,300,000
- -------------------------------------------------------------------------------
Investments in Securities (cost:  $61,649,826)  (d)                 $62,573,028
- -------------------------------------------------------------------------------

Notes to Investments in Securities:
(a)  Securities are valued in accordance with procedures described in note 2 to
     the financial statements.
(b)  Maturity date shown represents final maturity.  However, the security can
     be put back to the issuer on the next interest rate reset date.  Interest
     rate shown is effective rate on July 31, 1996.
(c)  Investments in bonds, by rating category as a percentage of total bonds,
     are as follows:

                                                      (Unaudited)
            Rating                                      7/31/96
          ----------                                  ----------
            AAA                                            4%
            AA                                             0
            A                                              8
            BBB and below                                 15
            Non-rated                                     73
                                                      ----------
            Total                                        100%

(d)  At July 31, 1996, also represents the cost of securities for federal
     income tax purposes.  The approximate aggregate gross unrealized
     appreciation and depreciation of investments in securities based on this
     cost were:

          Gross unrealized appreciation              $1,624,259
          Gross unrealized depreciation                (701,057)
                                                     -----------
          Net unrealized appreciation                  $923,202
                                                     -----------

<PAGE>
MINNESOTA INSURED TAX-EXEMPT FUND
Investments in Securities
July 31, 1996
                                                       Principal       Market
          Name of Issuer (c)                             Amount       Value (a)
- -------------------------------------------------------------------------------
     (Percentages of each investment category relate to total net assets.)

Municipal Bonds (95.40%):
- -------------------------------------------------------------------------------

    Anoka Hennepin Independent School #11,
      5.00%, 02/01/09 (FGIC)                          $1,030,000       $993,807
    Anoka Hennepin Independent School #11,
      5.10%, 02/01/11 (FGIC)                           1,000,000        956,537
    Becker Wastewater Treatment Facility,
      5.95%, 02/01/14 (MBIA)                             500,000        509,373
    Cass Lake Independent School District #115,
      5.00%, 02/01/16 (FSA)                              545,000        504,062
    Dover & Eyota Independent School District #533,
      5.25%, 02/01/14 (AMBAC)                          1,000,000        956,977
    Duluth Economic Development Authority,
      6.00%, 02/15/20 (Connie Lee)                     1,300,000      1,309,448
    Duluth Independent School District #709,
      5.20%, 02/01/11 (MBIA)                           1,000,000        966,415
    Lakeville Independent School District #194,
      5.40%, 02/01/13 (FGIC)                           1,100,000      1,077,666
    Marshall Utility Revenue,
      5.25%, 01/01/10-01/01/11 (CGIC)                    625,000        607,356
    Mpls. & St. Paul Housing & Redevelopment,
      5.00%, 11/15/13 (AMBAC)                          1,050,000        965,429
    Mpls. & St. Paul Housing & Redevelopment,
      7.40%, 08/15/05 (MBIA)                             600,000        669,367
    Minneapolis Tax Increment Revenue Refunding,
      7.00%, 03/01/03 (MBIA)                           1,140,000      1,183,380
    Minnetonka Multifamily Revenue Housing,
      7.50%, 12/01/17-12/01/27 (MBIA)                    900,000 (e)    929,592
    Mora General Obligation, 5.13%, 02/01/11 (AMBAC)     750,000        718,885
    Mora Series A Waste Water Facilities,
      6.85%, 02/01/10-02/01/11 (AMBAC)                   510,000        546,879
    Northern Minnesota Municipal Power Agency,
      5.90%, 01/01/08 (AMBAC)                            700,000        738,390
    Northern Minnesota Municipal Power Agency,
      6.13%, 01/01/20 (AMBAC)                            500,000        513,519
    Perham Independent School District #549,
      5.25%, 02/01/10 (CGIC)                             265,000        261,474
    Perham Independent School District #549,
      5.30%, 02/01/11 (CGIC)                             295,000        288,581
    Robbinsdale Hospital Revenue Series B,
      5.30%, 05/15/06-05/15/07 (AMBAC)                 1,185,000      1,194,676
    Robbinsdale Hospital Revenue Series A,
      5.45%, 05/15/13 (AMBAC)                          1,000,000        974,172
    Robbinsdale Hospital Revenue Series A,
      5.30%, 05/15/07 (AMBAC)                            150,000        150,968
    St. Cloud Hospital Facilities Revenue Refunding,
      6.75%, 07/01/11 (AMBAC)                            400,000        442,158
    St. Cloud Nursing Home Revenue Bonds,
      5.35%, 10/01/16 (AMBAC)                            145,000        136,960
    St. Louis Park Multifamily Rent Housing Revenue,
      7.38%, 12/01/28 (MBIA)                             300,000 (e)    314,266
    St. Paul Sewer Revenue, 5.60%, 12/01/08 (AMBAC)    2,000,000      2,036,154
    Shakopee Public Utilities Commission,
      5.60%, 08/01/18 (AMBAC)                            750,000        727,865
    Southern Minnesota Municipal Power Agency,
      5.75%, 01/01/18 (MBIA)                           1,000,000        991,436
    State Housing Finance Agency,
      8.50%, 02/01/17 (MBIA)                              65,000 (e)     68,019
    State Housing Finance Agency,
      7.25%, 07/01/06 (MBIA)                             165,000 (e)    169,554
    State Housing Finance Agency,
      8.38%, 02/01/15 (MBIA)                              80,000 (e)     82,364

              See accompanying notes to investments in securities.

<PAGE>
MINNESOTA INSURED TAX-EXEMPT FUND
Investments in Securities (continued)
                                                       Principal       Market
          Name of Issuer (c)                             Amount       Value (a)
- -------------------------------------------------------------------------------
Municipal Bonds (continued):
- -------------------------------------------------------------------------------

    Waconia Independent School District #110,
      5.15%, 02/01/08 (CGIC)                            $600,000       $595,379
    Warroad Independent School District #690,
      6.85%, 02/01/13 (AMBAC)                            500,000        536,155
    Western Minnesota Municipal Power Agency,
      6.88%, 01/01/09 (MBIA)                             300,000        308,537
    Wright County Refunding, 5.70%, 12/01/09 (CGIC)      900,000        921,490
- -------------------------------------------------------------------------------
Total Municipal Bonds (cost:  $24,140,347)                          $24,347,290
- -------------------------------------------------------------------------------
Short-term Securities (2.35%):
    Lone Star, Texas Airport Improvement
      Authority Revenue, 3.65%, 12/01/14
        LOC Royal Bank of Canada                         600,000 (b)    600,000
- -------------------------------------------------------------------------------
Total Short-Term Securities (cost:  $600,000)                          $600,000
- -------------------------------------------------------------------------------
Total Investments in Securities (cost:  $24,740,347)  (d)           $24,947,290
- -------------------------------------------------------------------------------

Notes to Investments in Securities:
(a)  Securities are valued in accordance with procedures described in note 2 to
     the financial statements.
(b)  Maturity date shown represents final maturity.  However, the security can
     be put back to the issuer on the next interest rate reset date.  Interest
     rate shown is effective rate on July 31, 1996.
(c)  The following abbreviations are used in portfolio descriptions to identify
     the insurer of the issuer:
          AMBAC   - American Municipal Bond Association Corporation
          CGIC    - Capital Guaranty Insurance Corporation
          FGIC    - Financial Guaranty Insurance Corporation
          FSA     - Financial Security Assurance Corporation
          MBIA    - Municipal Bond Insurance Association
(d)  At July 31, 1996, also represents the cost of securities for federal
     income tax purposes.  The approximate aggregate gross unrealized
     appreciation and depreciation of investments in securities based on this
     cost were:

          Gross unrealized appreciation              $524,990
          Gross unrealized depreciation              (318,047)
                                                     ---------
          Net unrealized appreciation                $206,943
                                                     ---------

(e)  Identifies issue covered under portfolio insurance policy purchased by the
     Fund.

<PAGE>
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Great Hall Investment Funds, Inc.

We have audited the accompanying statements of assets and liabilities,
including the schedules of investments in securities, of National Tax-Exempt
Fund and Minnesota Insured Tax-Exempt Fund (funds within Great Hall Investment
Funds, Inc.) as of July 31, 1996 and the related statements of operations for
the year then ended and the statements of changes in net assets for each of the
years in the two-year period ended July 31, 1996 and the financial highlights
for each of the years in the five-year period ended July 31, 1996.  These
financial statements and the financial highlights are the responsibility of the
Funds' 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 audit 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
National Tax-Exempt Fund and Minnesota Tax-Exempt Fund at July 31, 1996, and
the results of their operations for the year then ended and the changes in
their net assets for each of the years in the two-year period ended July 31,
1996, and the financial highlights for each of the years in the five-year
period ended July 31, 1996, in conformity with generally accepted accounting
principles.



                                                KPMG Peat Marwick LLP

Minneapolis, Minnesota
September 3, 1996

<PAGE>
FEDERAL TAX INFORMATION

Distributions paid during the fiscal year ended July 31, 1996 are as follows:

Income distributions --  Exempt-interest dividends:

                                           National        Minnesota Insured
                                       Tax-Exempt Fund      Tax-Exempt Fund
- -------------------------------------------------------------------------------
     Payable Date                         Per Share            Per Share
- -------------------------------------------------------------------------------
     August 31.....................        $0.055               $0.041
     September 29..................         0.051                0.039
     October 31....................         0.056                0.042
     November 30...................         0.052                0.040
     December 29...................         0.050                0.039
     January 31....................         0.056                0.044
     February 29...................         0.048                0.038
     March 29......................         0.049                0.038
     April 30......................         0.054                0.043
     May 31........................         0.052                0.041
     June 28.......................         0.047                0.037
     July 31.......................         0.055                0.044
                                           ------               ------
                                           $0.625               $0.486
                                           ------               ------

Capital gain distributions -- Taxable as long-term capital gain:

                                           National        Minnesota Insured
                                       Tax-Exempt Fund      Tax-Exempt Fund
- -------------------------------------------------------------------------------
     Payable Date                         Per Share            Per Share
- -------------------------------------------------------------------------------
     December 27...................        $0.128                 --

Taxation
Exempt interest dividends are exempt from federal income taxes and should not
be included in shareholder's gross income, but need to be reported on the
income tax return for informational purposes.  Each shareholder should consult
a tax adviser about reporting this income for state and local tax purposes.  By
early February 1997, the funds provide the shareholder with information
regarding the percentage of distributions exempt from federal income taxes and
a breakdown setting forth states from which income was earned.







(LOGO)








This report is signed on behalf of the registrant (or depositor or trustee) in
the City of Minneapolis and State of Minnesota on the eighteenth day of
September, 1996.



Great Hall Investment Funds, Inc.



     Witness:  Julie K. Getchell                   By:  J. Scott Spiker
               --------------------                     -----------------------
               Julie K. Getchell                        J. Scott Spiker
               Chief Operating Officer                  Chief Executive Officer




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