As filed with the Securities and Exchange Commission on December 1, 1996
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 *
(File No. 33-41395)
Pre-Effective Amendment No. __ *
Post-Effective Amendment No. 8 *
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 *
(File No. 811-6340)
Amendment No. 9 *
(Check appropriate box or boxes.)
GREAT HALL INVESTMENT FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
60 South Sixth Street, Minneapolis, Minnesota 55402
(Address of Principal Executive Offices) (Zip Code)
(612) 371-7765
(Registrant's Telephone Number, including Area Code)
J. Scott Spiker
60 South Sixth Street, Minneapolis, Minnesota 55402
(Name and Address of Agent for Service)
Copies to:
Matthew L. Thompson John R. Houston
Faegre & Benson LLP Lindquist & Vennum PLLP
2200 Norwest Center 80 South Eighth Street
90 South Seventh Street Minneapolis, Minnesota 55402
Minneapolis, Minnesota 55402
It is proposed that this filing will become effective (check appropriate
box):
* immediately upon filing pursuant to paragraph (b) of Rule 485
* on December 1, 1996 pursuant to paragraph (b) of Rule 485
* 60 days after filing pursuant to paragraph (a) of Rule 485
* on [date] pursuant to paragraph (a) of Rule 485
The Registrant has registered an indefinite number of shares of common stock
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The Registrant's most recent Rule 24f-2 Notice was filed
with the Commission on or about September 26, 1996.
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CROSS REFERENCE SHEET FOR ITEMS REQUIRED BY FORM N-1A
(Prime Money Market Fund, U.S. Government Money Market Fund and Tax-Free Money
Market Fund)
Item No.
of Form N-1A Caption in Prospectus
1 Cover Page
2 Fees and Expenses
3 Financial Highlights; Performance
4 Investment Objectives and Policies; Certain Investment
Strategies and Restrictions; Description of the Funds
5 Investment Management; Description of the Funds; Custodian
and Transfer Agent
5A Not Applicable
6 Description of the Funds; Distributions; Taxes
7 How to Invest; Net Asset Value
8 How to Redeem Shares; Net Asset Value
9 Not Applicable
Caption in Statement of Additional Information
10 Cover Page
11 Contents
12 Not Applicable
13 Investment Restrictions; Investment Policies
14 Directors and Officers
15 General Information
16 Management and Distribution Agreements
17 Portfolio Transactions
18 General Information
19 Determination of Net Asset Value
20 Taxes
21 Not Applicable
22 Calculation of Performance Data
23 Financial Statements
GREAT HALL INVESTMENT FUNDS, INC.
Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A
PART A
Prospectuses
GREAT HALL
PRIME MONEY MARKET FUND
U.S. GOVERNMENT MONEY MARKET FUND [LOGO]
TAX-FREE MONEY MARKET FUND
60 South Sixth Street
Minneapolis, Minnesota 55402
(800) 934-6674
Great Hall Prime Money Market Fund ("Prime Fund"), Great Hall U.S.
Government Money Market Fund ("Government Fund") and Great Hall Tax-Free Money
Market Fund ("Tax-Free Fund") (collectively, the "Funds") are diversified
series of Great Hall Investment Funds, Inc. ("Great Hall"), an open-end
management investment company (commonly known as a mutual fund) which currently
offers its shares of common stock in three series.
Each Fund has its own policies designed to achieve as high a level of
current income obtainable from short-term securities as is consistent with
prudent investment management, the preservation of capital and the maintenance
of liquidity. Prime Fund invests in a variety of high quality money market
instruments. Government Fund invests only in U.S. Treasury bills, notes, bonds
and other obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities and repurchase agreements secured by such obligations.
Tax-Free Fund invests in high quality, tax-exempt municipal obligations. Each
Fund seeks to maintain a net asset value of $1.00 per share. However,
investments in the Funds are neither insured nor guaranteed by the U.S.
Government, and there is no assurance that the Funds will be able to maintain a
stable net asset value of $1.00 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus pertains only to the Funds and does not pertain to any
other series of Great Hall. This Prospectus sets forth concisely the
information about the Funds that a prospective investor should know before
investing. Please read this Prospectus carefully before investing and retain
it for future reference. A Statement of Additional Information containing more
information about the Funds, dated December 1, 1996 (which is incorporated
herein by reference), has been filed with the Securities and Exchange
Commission (the "SEC") and is available upon request and without charge by
calling Great Hall at the number listed above.
Prospectus dated December 1, 1996
The "Great Hall" name is a trademark of Inter-Regional Financial Group,
Inc. ("IFG"). IFG licenses this trademark in connection with a number of
investment products and services (including the Great Hall Investment Funds,
Inc.) sponsored or distributed by IFG or its subsidiaries.
No person is authorized to give any information or to make any
representations not contained in this Prospectus or in the Funds' official
sales literature; and any information or representation not contained herein
must not be relied upon as having been authorized by the Funds. Great Hall is
registered as an open-end management investment company under the Investment
Company Act of 1940 (the "1940 Act"). Such registration does not imply that
the Funds or any of their shares have been guaranteed, sponsored, recommended
or approved by the United States or any state or any agency or officer thereof.
This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, securities in any state to any person to whom it is not
lawful to make such an offer or solicitation in such state.
FEES AND EXPENSES
The Funds are sold without a sales charge or any deferred sales load, and
there are no redemption fees or exchange fees. The following table illustrates
all anticipated fees and estimated expenses that a shareholder of a Fund will
incur.
Government Tax-Free
Prime Fund Fund Fund
Annual Fund Operating Expenses
(as a percentage of average net assets):
Management Fees 0.50% 0.48% 0.50%
12b-1 Fees none none none
Other Expenses 0.20% 0.17% 0.09%
Total Fund Operating Expenses 0.70% 0.65% 0.59%
Example
You would pay the following expenses on a $1,000 investment assuming
(1) a 5% annual return and (2) redemption at the end of each time period.
One Year $7 $7 $6
Three Years 22 21 19
Five Years 39 36 33
Ten Years 87 81 74
The purpose of the above fees and expenses table is to assist the
investor in understanding the various costs and expenses that an investor in a
Fund will bear directly or indirectly. The above example should not be
considered representative of past or future expenses. Actual expenses may be
greater or less than those shown. Each Fund's investment adviser, Insight
Investment Management ("Insight"), a division of IFG Asset Management Services,
Inc. ("AMS"), and/or each Fund's co-distributors, Dain Bosworth Incorporated
and Rauscher Pierce Refsnes, Inc. (the "Co-Distributors"), from time to time
may voluntarily waive or absorb certain Fund fees and expenses. Any such
program may be instituted or discontinued at any time in the sole discretion of
Insight and/or the Co-Distributors. AMS and the Co-Distributors are wholly
owned subsidiaries of IFG.
FINANCIAL HIGHLIGHTS
The following tables show certain per share data for a share of capital
stock outstanding during the indicated periods and selected information for
such periods for each Fund. This information has been derived from the Fund's
financial statements (which have been audited by KPMG Peat Marwick LLP, the
Funds' independent auditors) included in the Statement of Additional
Information and should be read in conjunction therewith.
Prime Fund
Period from
Year ended Year ended Year ended Year ended 11/1/91 to
7/31/96 7/31/95 7/31/94 7/31/93 7/31/92
---------- ---------- ---------- ---------- -----------
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%*
* Adjusted to an annual basis.
** Various fund fees and expenses were voluntarily waived or absorbed by
Insight, the investment adviser to the Prime Fund, 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 the same for the
years ended July 31, 1996 and 1995; 0.81% and 2.80%, respectively, for the year
ended July 31, 1994; 0.82% and 2.64%, respectively, for the year ended July 31,
1993; and 0.79% and 3.55%, respectively, for the period ended July 31, 1992.
Government Fund
Period from
Year ended Year ended Year ended Year ended 11/1/91 to
7/31/96 7/31/95 7/31/94 7/31/93 7/31/92
---------- ---------- ---------- ---------- -----------
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%*
* Adjusted to an annual basis.
** Various fund fees and expenses were voluntarily waived or absorbed by
Insight, the investment adviser to the Government Fund, during the period ended
July 31, 1992. Had the Fund paid all expenses, the ratios of expenses and net
investment income to average daily net assets would have been 0.79% and 3.44%,
respectively, for the period.
Tax-Free Fund
Period from
Year ended Year ended Year ended Year ended 11/1/91 to
7/31/96 7/31/95 7/31/94 7/31/93 7/31/92
---------- ---------- ---------- ---------- -----------
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%*
* Adjusted to an annual basis.
** Various fund fees and expenses were voluntarily waived or absorbed by
Insight, the investment adviser to the Tax-Free Fund, during the period ended
July 31, 1992. Had the Fund paid all expenses, the ratios of expenses and net
investment income to average daily net assets would have been 0.65% and 2.78%,
respectively, for the period.
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives of each Fund, as set forth below, along with
the investment policies identified as fundamental policies, may not be changed
without the affirmative vote of the majority of the applicable Fund's
outstanding voting shares. All other policies of a Fund may be changed by the
Board of Directors of Great Hall without shareholder approval. There can be no
guarantee that the investment objective of any Fund will be achieved. For
additional information concerning certain investment policies of the Funds, see
"Certain Investment Strategies."
The Funds are designed for investors with cash reserves or temporary cash
balances seeking to maximize current income with a minimum of capital risk and
inconvenience while maintaining liquidity on a day-to-day basis without
penalty. Each of the Funds has adopted procedures that are designed to
maintain a net asset value of $1.00 per share for purposes of purchases and
redemptions. However, there can be no assurance that the Funds will be able to
maintain a $1.00 per share net asset value.
The securities in which the Funds invest may not earn as high a level of
current income as long-term or lower quality securities that generally have
less liquidity, greater market risk and more fluctuation in market value.
Rule 2a-7 Standards
Each Fund is managed in accordance with Rule 2a-7 under the 1940 Act
("Rule 2a-7"), which imposes strict portfolio quality, maturity and
diversification standards on money market funds. Great Hall's Board of
Directors has adopted guidelines designed to ensure compliance with Rule 2a-7
by each Fund, and the Board oversees Insight's day-to-day determinations that
each Fund is in compliance with Rule 2a-7. In certain respects, as described
below, the Funds are managed by Insight in accordance with standards that are
more strict than those required by Rule 2a-7.
Quality Standards. Each Fund must invest exclusively in U.S. dollar-
denominated investments that present minimal credit risk and are within Rule
2a-7's definition of "Eligible Securities." Eligible Securities include, among
others, securities that are rated by two Nationally Recognized Statistical
Rating Organizations ("NRSROs") (or if only one NRSRO has rated such security,
then by that one NRSRO) in one of the two highest short-term rating categories
(such as A-1 or A-2 by Standard & Poors Corporation ("S&P") and/or Prime-1 or
Prime-2 by Moody's Investors Service, Inc. ("Moody's")), or unrated securities
that are deemed to be of comparable quality. Prime Fund and Government Fund
invest exclusively in securities with two NRSRO ratings, and Tax-Free Fund's
investments must have at least one NRSRO rating. Although permitted by Rule
2a-7, the Funds currently do not invest in unrated securities.
Maturity Standards. Each investment by a Fund must mature (or be deemed
by Rule 2a-7 to mature) within 397 days of the time of investment. In
addition, each Fund must maintain a dollar-weighted average portfolio maturity
of 90 days or less.
Diversification Standards. Immediately after the purchase of any
investment by a Fund (other than a U.S. Government security or a security that
is subject to a certain form of unconditional demand feature), the Fund may not
have invested more than 5% of its total assets in securities issued by such
issuer, except for certain temporary investments. Although Tax-Free Fund
currently is permitted by Rule 2a-7 to ignore this standard with respect to 25%
of its portfolio, the Fund voluntarily adheres to the standard with respect to
its entire portfolio.
In addition, Rule 2a-7 imposes strict limits on Prime Fund's and
Government Fund's investments in "Second Tier Securities," generally requiring
that at least 95% of each such Fund's investments must be in "First Tier
Securities." The Funds currently invest exclusively in First Tier Securities.
"First Tier Securities" are defined generally as Eligible Securities rated by
two NRSROs (or if only one NRSRO has rated such security, then by that one
NRSRO) in the highest short-term rating categories (such as A-1 by S&P and/or
Prime-1 by Moody's), or unrated securities that are deemed to be of comparable
quality. Second Tier Securities are all Eligible Securities other than First
Tier Securities.
Prime Fund
The Prime Fund seeks to provide, through investment in high quality money
market instruments, as high a level of current income obtainable from short-
term securities as is consistent with prudent investment management, the
preservation of capital and the maintenance of liquidity.
The Prime Fund may invest in obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities; corporate debt obligations rated
AA or better by S&P or Aa or better by Moody's; obligations of banks and
savings and loans that are members of the Federal Deposit Insurance Corporation
(the "FDIC"), which obligations may include, but are not limited to,
certificates of deposit, bankers acceptances (bills of exchange used to finance
foreign trade) and letters of credit (commercial paper backed by a commercial
bank or other financial institution); high grade commercial paper (unsecured
indebtedness of business or banking firms); and repurchase agreements secured
by the foregoing. The Prime Fund does not intend to concentrate its
investments in any one industry but reserves the freedom of action to
concentrate in government securities and securities issued or guaranteed by
domestic banks and United States branches of foreign banks that are subject to
the same regulation as United States banks.
The Prime Fund may invest in deposit obligations of banks and savings and
loans that are members of the FDIC. Such obligations are not necessarily
guaranteed by the FDIC. Deposit obligations of domestic banks and savings and
loans are insured by the FDIC up to a maximum of $100,000, which limitation
applies to all funds that the Prime Fund may have on deposit at any one bank or
savings and loan.
The Prime Fund may also invest in U.S. dollar-denominated commercial
paper and other short-term obligations issued by foreign entities and U.S.
dollar-denominated obligations of foreign depository institutions and their
foreign branches and subsidiaries, such as certificates of deposit, bankers'
acceptances, time deposits and deposit notes. Obligations of foreign branches
and subsidiaries of foreign deposit institutions may be the general obligation
of the parent institution or may be limited to the issuing branch or subsidiary
by the terms of the specific obligation or by government regulation. Prime
Fund will not invest more than 25% of its total assets (taken at market value
at the time of each investment) in the obligations specified in this
paragraph.
Obligations of states and their agencies, instrumentalities and political
subdivisions that bear interest generally includable in gross income for
federal income tax purposes (collectively, "taxable municipal securities") are
also permissible investments for the Prime Fund. Certain taxable municipal
securities are not "general obligations" (obligations secured by the full faith
and credit or taxing power of a governmental body) and, in those cases, are
repayable only from such revenues as may be pledged to repay such securities.
The Prime Fund will not invest more than 5% of its total assets (taken at
market value at the time of each investment) in taxable municipal securities.
Investments in foreign securities and taxable municipal securities are
subject to the same general credit review and credit quality standards as are
applicable to the securities in which the Prime Fund is permitted to invest.
However, the financial information available on these obligations may be more
limited than what is available for securities that are registered with the SEC
or that otherwise are issued by entities that are required to file reports
under the Securities Exchange Act of 1934, as amended. Foreign securities are
subject to other risks that may include unfavorable political and economic
developments and possible withholding taxes or other governmental restrictions
that might affect the principal or interest on securities owned by the Prime
Fund.
Government Fund
The Government Fund seeks to provide, through investment in U.S. Treasury
bills, notes, bonds and other obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities and repurchase agreements secured
by such obligations, as high a level of current income obtainable from short-
term securities as is consistent with prudent investment management, the
preservation of capital and the maintenance of liquidity.
Tax-Free Fund
The Tax-Free Fund seeks to provide, through investment in a
professionally managed portfolio of high quality municipal obligations, as high
a level of current income exempt from federal income taxation obtainable from
short-term securities as is consistent with prudent investment management, the
preservation of capital and the maintenance of liquidity.
The Tax-Free Fund may invest in debt obligations issued by or on behalf
of any state, territory or possession of the United States or the District of
Columbia or their political subdivisions, agencies or instrumentalities and
participation interests therein, the interest on which, in the opinion of
counsel for the issuer, is exempt from federal taxation. Specific types of
obligations that the Tax-Free Fund may purchase include bond anticipation
notes, construction loan notes, revenue anticipation notes and tax anticipation
notes, along with municipal bonds and participation interests therein, that are
Eligible Securities (as defined on page 5). In addition, the Tax-Free Fund may
purchase other types of tax-exempt municipal obligations, such as short-term
discount notes and certain variable or floating rate demand securities,
including participation interests therein, that are Eligible Securities.
The Tax-Free Fund will attempt to invest 100%, and as a fundamental
policy under normal circumstances will invest at least 80%, of the value of its
net assets in securities that generate interest that is exempt from federal
income taxes, including the individual federal alternative minimum tax. For
defensive purposes, the Tax-Free Fund may temporarily invest more than 20% of
the value of its total assets in taxable money market securities and tax-exempt
securities the income on which is an item of tax preference for purposes of the
federal alternative minimum tax when, in the opinion of Insight, it is
advisable to do so in light of prevailing market and economic conditions for
the purpose of preserving liquidity or capital or when Insight believes that
suitable tax-exempt securities are not available. When the Tax-Free Fund is in
such a temporary defensive position, it is not necessarily pursuing its
investment objective of providing income exempt from federal income taxation.
The Tax-Free Fund does not expect that such investments will be necessary.
CERTAIN INVESTMENT STRATEGIES AND RESTRICTIONS
Repurchase Agreements (applicable to all Funds). Each Fund may invest in
repurchase agreements. A repurchase agreement involves the purchase by a Fund
of securities with the condition that, after a stated period of time, the
original seller (which must be approved by the Board of Directors of Great Hall
and which must be among the 100 largest commercial banks or a primary reporting
dealer that reports to the Federal Reserve Bank of New York) will repurchase
the security at a mutually agreed upon time and price. Should any seller of a
repurchase agreement fail to repurchase the underlying security, a Fund could
be delayed or otherwise limited in disposing of the underlying security, could
incur disposition costs and could possibly suffer a loss if the proceeds of the
sale of such security to a third party are less than the repurchase price.
Insight, under guidelines and standards of review established by the Board of
Directors of Great Hall, must be satisfied with the creditworthiness of the
other party to the agreement before entering a repurchase agreement. All
repurchase agreements are fully collateralized and such collateral is marked to
market, on a daily basis, at the repurchase price or better. As a fundamental
policy, none of the Funds will cause more than 10% of the value of such Fund's
total assets to be invested collectively in repurchase agreements maturing in
more than seven days and other illiquid securities.
When-Issued Securities (applicable to Tax-Free Fund). The Tax-Free Fund
may purchase securities on a when-issued or delayed delivery basis. Delivery
and payment normally take place within one week of the purchase of notes and
within one month of the purchase of bonds. There is no limit on the amount of
assets that the Tax-Free Fund may invest in when-issued obligations. No
interest accrues to the Tax-Free Fund on when-issued securities prior to the
time such Fund takes delivery and makes payment. Purchase of when-issued
securities involves the risk that yields available in the market when delivery
occurs may be higher than those available when the when-issued order is placed.
The Custodian will maintain on a daily basis cash or liquid debt securities
with a value at least equal to the amount of the Tax-Free Fund's commitments to
purchase when-issued securities. During periods when interest rates fluctuate
substantially and the Tax-Free Fund remains substantially fully invested at the
same time it purchases securities on an when-issued basis, there will be a
greater possibility that the market value of the Tax-Free Fund's assets will
vary from $1.00 per share. However, under normal circumstances its net asset
value or income should not be affected by its purchase of securities on a when-
issued basis.
Municipal Obligations (applicable to Tax-Free Fund). The Tax-Free Fund
may invest in variable or floating rate demand notes from municipal and non-
governmental issuers, including participation interests therein. These
obligations normally have a stated maturity in excess of one year, but permit
the holder to demand payment of principal plus accrued interest upon a
specified number of days notice. The demand feature of variable rate
obligations is frequently supported by a letter of credit or comparable
guarantee provided by the selling institution (generally, banks that are
members of the Federal Reserve Board or insurance companies). A change in the
credit quality of these institutions, therefore, could cause losses to the Fund
and affect its share price. Such obligations will not be purchased unless
accompanied by an opinion of seller's counsel, given at the time of purchase by
the Tax-Free Fund, that the interest payable in connection with such
obligations is exempt from federal income tax. To the extent the portfolio of
the Tax-Free Fund is invested in variable or floating rate securities, yields
can be expected to decline in periods of falling interest rates more rapidly
than if the portfolio of the Fund were invested solely in fixed rate
securities. Conversely, yields, under these circumstances, can be expected to
increase more rapidly in periods of rising interest rates. See Investment
Policies in the Statement of Additional Information.
Government Securities (applicable to all Funds). The Funds may invest in
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. For examples of such agencies or instrumentalities, see
Investment Policies in the Statement of Additional Information. Some such
obligations are supported by the full faith and credit of the U.S. Treasury;
others by Treasury guarantees; and others by the right of the issuer to borrow
from the Treasury. In addition, some obligations of U.S. Government agencies
or instrumentalities are supported by the discretionary authority of the U.S.
Government to purchase certain obligations of the agency or instrumentality and
others are supported solely by the credit of the issuing agency or
instrumentality. No assurance can be given that the U.S. Government will
provide financial support to such U.S. Government-sponsored agencies or
instrumentalities in the future, since it is not obligated to do so by law.
U.S. Government securities are not guaranteed as to price or market value,
which will fluctuate with changes in interest rates. The Funds do not intend
to invest in mortgage-backed securities.
Illiquid Investments (applicable to all Funds). Each Fund is permitted
to invest up to 10% of its assets in all forms of "illiquid" investments and
may invest without limitation in "restricted" securities which Insight
(pursuant to standards established by Great Hall's Board of Directors) has
determined are liquid.
An investment is generally deemed to be "illiquid" if it cannot be
disposed of within seven days in the ordinary course of business at
approximately the amount at which the investment company is valuing the
investment. "Restricted securities" are securities which were originally sold
in private placements and which have not been registered under the Securities
Act of 1933 (the "1933 Act"). Such securities generally have been considered
illiquid by the staff of the SEC, since such securities may be resold only
subject to statutory restrictions and delays or if registered under the 1933
Act. However, the SEC has acknowledged that a market exists for certain
restricted securities (for example, securities qualifying for resale to certain
"qualified institutional buyers" pursuant to Rule 144A under the 1933 Act).
Additionally, Insight and the Funds believe that a similar market exists for
commercial paper issued pursuant to the private placement exemption of Section
4(2) of the 1933 Act. The Funds may invest without limitation in these forms
of restricted securities if such securities are deemed by Insight to be liquid
in accordance with guidelines established by the Funds' Board of Directors.
Under these guidelines, Insight must consider (a) the frequency of trades and
quotes for the security; (b) the number of dealers willing to purchase or sell
the security and the number of other potential purchasers; (c) dealer
undertakings to make a market in the security; and (d) the nature of the
security and the nature of the marketplace trades (for example, the time needed
to dispose of the security, the method of soliciting offers and the mechanics
of transfer). At the present time, it is not possible to predict with accuracy
how the markets for certain restricted securities will develop. Investing in
restricted securities could have the effect of increasing the level of a Fund's
illiquidity to the extent that qualified purchasers of the securities become,
for a time, uninterested in purchasing these securities.
Fundamental Policies and Restrictions (applicable to all Funds). The
following policies and restrictions of the Funds are fundamental and may not be
changed without the affirmative vote of a majority of the outstanding voting
securities of the applicable Fund.
Each Fund may borrow solely as a temporary measure for extraordinary
purposes, and then only in an amount not exceeding 5% of total assets. The
Funds may only pledge, mortgage or hypothecate their assets to secure permitted
borrowings.
Except as otherwise provided in the next sentence, each Fund may invest
no more than 5% of its total assets in the securities of any one issuer, except
for securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Each Fund may invest more than 5% (but no more than 25%) of
the then current value of such Fund's total assets in the securities of a
single issuer for a period of up to three business days, provided that: (a) the
securities either are rated by two NRSROs in the highest short-term rating
category or are securities of issuers that have received such rating with
respect to other short-term debt securities or are comparable unrated
securities; and (b) such Fund does not make more than one such investment at
any one time.
Each Fund may invest no more than 25% of its total assets in any one
industry, except for securities issued or guaranteed by the U.S. Government,
its agencies or instrumentalities, and except that: (a) with respect to the
Tax-Free Fund, this restriction does not apply to general obligation municipal
securities, and (b) with respect to the Prime Fund and the Tax-Free Fund, this
restriction does not apply to securities issued or guaranteed by domestic banks
or United States branches of foreign banks that are subject to the same
regulation as United States banks.
For a complete list of investment restrictions, see "Investment
Restrictions" in the Statement of Additional Information.
INVESTMENT MANAGEMENT
Insight, 60 South Sixth Street, Minneapolis, Minnesota 55402, serves as
each Fund's investment adviser. Pursuant to the investment advisory agreement
in effect between the Funds and Insight (the "Advisory Agreement"), Insight
manages the investment and reinvestment of each Fund's assets in accordance
with such Fund's investment objective, policies and limitations, subject to the
general supervision and control of Great Hall's Board of Directors. In
addition, Insight is responsible for the overall management of each Fund's
business affairs, subject to the authority of the Board of Directors of Great
Hall. Under the Advisory Agreement, Insight furnishes office facilities and
clerical and administrative services to the Funds and, together with its
affiliates, the Co-Distributors, may also bear certain promotional expenses,
including a portion of the costs of printing and distributing prospectuses
utilized for promotional purposes. Insight also performs and bears the
internal costs of research, statistical analysis and continuous supervision of
the investment portfolios of each Fund. Insight (formerly Insight Bond
Management, Inc.) has been registered with the SEC as an investment adviser
since 1983, and has been a portfolio manager of publicly offered investment
companies since 1986.
Under the Advisory Agreement, Insight is entitled to receive a monthly
advisory fee based upon a percentage of each Fund's average daily net assets.
During the year ended July 31, 1996, Prime Fund, Government Fund and Tax-Free
Fund accrued advisory fees equal to approximately 0.50%, 0.48% and 0.50%,
respectively, of their average daily net assets.
Each Fund pays all its expenses that are not expressly assumed by
Insight. These expenses include, among others, the advisory fee, the fees and
expenses of directors of Great Hall who are not "affiliated persons" of
Insight, interest expense, taxes, brokerage fees and commissions, fees and
expenses of registering and qualifying each Fund and its shares for
distribution under federal and state securities laws, expenses of preparing
prospectuses and of printing and distributing prospectuses annually to existing
shareholders, custodian and portfolio accounting charges, auditing and legal
expenses, insurance expense, association membership dues, and the expense of
shareholders' reports, meetings and proxy solicitations. Each Fund is also
liable for such nonrecurring expenses as may arise, including litigation to
which such Fund may be a party. Each Fund and/or Great Hall may have an
obligation to indemnify its directors and officers with respect to such
litigation.
Insight and the Co-Distributors are wholly-owned subsidiaries of IFG.
The Co-Distributors are member firms of the New York Stock Exchange, Inc. (the
"NYSE"), other major securities exchanges and the National Association of
Securities Dealers, Inc. The Co-Distributors participate in the securities and
commodities brokerage business as well as the underwriting and distribution of
new issues and act as dealers in unlisted securities and municipal and
corporate bonds.
HOW TO INVEST
You may purchase shares of each Fund at the net asset value next
determined following receipt of an order in federal funds. The Funds are sold
without a sales charge.
You may open an account and make your initial investment in a Fund by
contacting your investment executive. See "Shareholder Services." Great Hall
and the Co-Distributors reserve the right to reject in whole or in part any
order to purchase shares of the Funds. The Funds do not issue share
certificates.
HOW TO REDEEM SHARES
You may redeem shares for cash through one of the Co-Distributors at the
net asset value next computed after receipt of a redemption request in proper
form. If shares have been purchased by check and are being redeemed, the
purchase check must be collected before payment for the redemption can be made.
Redemption will be treated as a sale for federal income tax purposes. See
"Taxes."
Under the 1940 Act, the right of redemption may be suspended or the date
of payment postponed for more than seven days at times when the NYSE is closed
other than customary weekend or holiday closings, or when trading on the NYSE
is restricted, or under certain emergency circumstances as determined by the
SEC.
NET ASSET VALUE
The net asset value of each Fund is determined as of the primary closing
time of the NYSE (currently 4:00 p.m. New York time), Monday through Friday,
except on: (a) days during which no Fund shares are tendered for redemption and
no order to purchase or sell Fund shares is received by the Fund; or (b) the
following national holidays: New Year's Day, Washington's Birthday, Good
Friday, Memorial Day (observed), Independence Day, Labor Day, Thanksgiving Day
and Christmas Day.
The Board of Directors of Great Hall expects that the net asset value per
share for each of the Funds will ordinarily be $1.00. The net asset value per
share of each Fund is calculated by subtracting each Fund's liabilities from
the value of its assets (based on the amortized cost method) and dividing the
result by the number of outstanding shares of such Fund. The amortized cost
method values each Fund's portfolio securities at such Fund's acquisition cost
as adjusted for amortization of premium or accretion of discount rather than at
their value based on current market factors.
DISTRIBUTIONS
All dividends and distributions of each Fund will be reinvested in
additional shares of such Fund (including fractional shares where necessary) at
net asset value.
Each Fund will declare dividends from net investment income daily, Monday
through Friday (except on customary national business holidays or when the
Funds' transfer agent is not open for business) at 3:00 p.m. Central time,
immediately prior to the determination of net asset value. The Funds will
distribute such dividends monthly on the last business day of each month. The
Funds do not expect to realize any net long-term capital gains. If such gains
are realized, however, they will be distributed at least annually and will be
taxable as "long-term" capital gains, regardless of the length of time the
shareholder has held the shares. Each daily dividend is payable on "shares of
record" at the time of its declaration. For this purpose, "shares of record"
means shares purchased for which payment has been received by the Co-
Distributors or the applicable Fund and excludes shares redeemed on the day of
the dividend declaration.
TAXES
Each Fund qualified as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended (the "Code"), during its last
taxable year and intends to continue to do so. If so qualified, the Fund will
not be subject to federal income taxes to the extent net investment income and
net capital gain are timely distributed to shareholders.
Prime Fund and Government Fund
All dividends other than capital gain dividends that will be paid to
shareholders will be taxable as ordinary income, even if reinvested in
additional shares. In the case of corporate shareholders, no dividends paid by
the Funds will qualify for the dividends received deduction for corporations.
Capital gain dividends will be taxable as capital gain, even if reinvested in
additional shares.
Under federal law, the income derived from obligations issued by the U.S.
Government and certain of its agencies and instrumentalities is exempt from
state individual income taxes. Most states that tax personal income permit
mutual funds to pass through this tax exemption to shareholders. The
Government Fund will report to its shareholders annually the percentage and
source of interest income earned on such Government obligations to permit
shareholders to claim the exemption from state income taxes where permitted.
Tax-Free Fund
The Tax-Free Fund will distribute substantially all of its investment
income and net capital gain to shareholders. Dividends derived from interest
earned on tax-exempt municipal obligations designated as exempt-interest
dividends by the Fund will not be subject to federal income taxation. Capital
gain dividends will be taxed as capital gains, even if reinvested in additional
shares. Dividends, if any, derived from sources other than tax-exempt interest
and net capital gains will be taxable to shareholders as ordinary income for
federal income tax purposes even if reinvested in additional shares.
For federal income tax purposes, an alternative minimum tax ("AMT") is
imposed on taxpayers to the extent that such tax exceeds a taxpayer's regular
income tax liability (with certain adjustments). Exempt-interest dividends
attributable to interest income on certain tax-exempt obligations issued after
August 7, 1986 to finance certain private activities are treated as an item of
tax preference that is included in alternative minimum taxable income for
purposes of computing the federal AMT for all taxpayers and the federal
environmental tax on corporations. The Tax-Free Fund may invest in such
obligations, provided that at least 80% of the value of such Fund's net assets
will, during normal market conditions, be invested in tax-exempt obligations
the interest on which is not an item of tax preference for purposes of the AMT.
In addition, all other tax-exempt interest received by a corporation, including
exempt-interest dividends, will be included in adjusted current earnings for
purposes of determining the federal corporate AMT.
The Tax-Free Fund anticipates that substantially all of its dividends
will be exempt from federal income taxes and will notify each shareholder
annually of the tax status of all distributions. Distributions by the Fund may
be subject to state and local taxes. You should consult your tax adviser
regarding the tax status of such distributions in the relevant state and
locality. The Tax-Free Fund will report to its shareholders annually the
percentage and source, on a state-by-state basis, of interest income earned on
municipal obligations held during the preceding year.
SHAREHOLDER SERVICES
Shareholder inquiries may be directed to Insight or your investment
executive. Written inquiries to Insight should be directed to Insight
Investment Management at the address set forth on the cover of this Prospectus.
You may call Insight, toll free, at (800) 934-6674.
Each of the Funds intends to send to shareholders written notification of
their purchase or redemption transactions on a monthly basis in lieu of
immediate confirmation, within five business days after the end of each month.
If there is no purchase or redemption activity in a shareholder's account, a
quarterly statement will be sent.
PERFORMANCE
From time to time, each Fund may advertise its yield, which reflects the
rate of income the Fund earns on its investments as a percentage of its price
per share. All yield figures are based on historical earnings and are not
intended to indicate future performance.
The current yield of the Funds refers to the income generated over a
seven-day period (which period will be stated in the advertisement). The
income is then annualized. That is, the amount of income generated by the
investment that week is assumed to be generated each week over a 52-week period
and is shown as a percentage of the investment. The effective or compounded
yield of the Funds is calculated similarly, but, when annualized, the income
earned by an investment in a Fund is assumed to be reinvested. The effective
or compounded yield will be slightly higher than the current yield because of
the compounding effect of this assumed reinvestment.
The Tax-Free Fund may advertise its taxable equivalent yield, which will
be calculated by applying the stated income tax rate only to that portion of
the Tax-Free Fund's seven-day yield or effective yield that is exempt from
taxation. The stated income tax rate is subtracted from the number 1 (e.g., 1
minus 36% equals 64%), and the tax-exempt portion of the yield is divided by
the difference. The result is then added to that portion of the Funds yield,
if any, that is not tax-exempt.
Performance advertising by each Fund may include total return data. The
total return of a Fund refers to its overall change in value, assuming all
dividends and gains distributions are reinvested. Total return is calculated
by finding the average annual compounded rates of return of a hypothetical
investment, over one-, five- and ten-year periods of time, that would compare
the initial amount to the ending redeemable value of such investment.
A Fund may also use aggregate total return figures for various periods,
representing the cumulative change in value of an investment in such Fund for
the specific period (again reflecting change in Fund share prices and assuming
reinvestment of dividends and distributions). Aggregate total returns may be
shown by means of schedules, charts or graphs, and may indicate subtotals of
the various components of total return (i.e., change in value of initial
investment, income dividends and capital gains distributions).
The Funds performance from time to time in reports or promotional
literature may be compared to generally accepted indices or analyses such as
those provided by Lipper Analytical Service, Inc., S&P, Dow Jones, CDA
Investment Technologies, Inc., Morningstar and Investment Company Data
Incorporated. Performance ratings reported periodically in national financial
publications also may be used.
DESCRIPTION OF THE FUNDS
Great Hall was incorporated under the laws of the State of Minnesota in
June 1991 and is registered with the SEC under the 1940 Act as an open-end
management investment company (commonly known as a "mutual fund"). This
registration does not involve supervision of management or investment policy by
an agency of the federal government. Great Hall is authorized to issue shares
representing interests in separate series, including the Funds and other series
that may be established in the future. Currently, Great Hall offers its
shares in three separate series. One hundred billion shares have been
designated for each of the Prime Fund, the Government Fund and the Tax-Free
Fund.
Great Hall is not required under Minnesota law to hold annual or
periodically scheduled regular meetings of shareholders, and does not intend to
hold such meetings. The Board of Directors may convene shareholder meetings
when it deems appropriate and is required under Minnesota law to schedule
regular or special meetings in certain circumstances. Additionally, under
Section 16(c) of the 1940 Act, the Board of Directors of Great Hall must
promptly call a meeting of shareholders for the purpose of voting upon the
question of removal of any director when requested in writing to do so by the
record holders of not less than 10% of the outstanding shares.
Under Minnesota law, the Board of Directors has overall responsibility
for managing Great Hall in good faith, in a manner reasonably believed to be in
the best interests of Great Hall, and with the care an ordinarily prudent
person in a like position would exercise in similar circumstances. The Articles
of Incorporation of Great Hall limit the liability of directors to the fullest
extent permitted by law.
CUSTODIAN AND ACCOUNTING SERVICES AGENTS
Norwest Bank Minnesota, N.A., 733 Marquette Avenue, Minneapolis,
Minnesota 55479-0040, serves as the custodian and fund accounting agent of the
Funds. Rodney Square Management Corporation, 1105 North Market Street, Fifth
Floor, Wilmington, Delaware 19890-0001 serves as the transfer agent of the
Funds. Pursuant to a Shareholder Account Services Agreement, the Co-
Distributors and Regional Operations Group, Inc., also a wholly-owned
subsidiary of IFG, perform certain shareholder accounting services for the
Funds.
TAX EXEMPT VS. TAXABLE INCOME
The table below shows the approximate yields that taxable securities must
earn to equal federally tax-exempt yields under selected federal income tax
brackets. The 39.6% federal rate is the highest rate currently in effect and
currently scheduled to be in effect for individuals in 1997.
Taxable Equivalent Yields
Federal Tax Brackets
Tax-Free Yields 28% 31% 36% 39.6%
2.0% 2.78 2.90 3.13 3.31
2.5% 3.47 3.62 3.91 4.14
3.0% 4.17 4.35 4.69 4.97
3.5% 4.86 5.07 5.47 5.79
4.0% 5.56 5.80 6.25 6.62
4.5% 6.25 6.52 7.03 7.45
5.0% 6.94 7.25 7.81 8.28
This table does not take into consideration any federal alternative
minimum tax. In addition, the table is based upon yields that are derived
solely from tax-exempt income. To the extent that Tax-Free Fund's actual yield
is derived from taxable income, the Fund's equivalent taxable yield will be
less than set forth in the table. The tax-free yields used in the table should
not be considered as representations of any particular rates of return and are
for purposes of illustration only.
TABLE OF CONTENTS
Page
Fees and Expenses.......................................................2
Financial Highlights....................................................3
Investment Objectives and Policies......................................5
Certain Investment Strategies and Restrictions..........................8
Investment Management..................................................10
How To Invest..........................................................11
How To Redeem Shares...................................................11
Net Asset Value........................................................12
Distributions..........................................................12
Taxes..................................................................12
Shareholder Services...................................................14
Performance............................................................14
Description of the Funds...............................................15
Custodian and Accounting Services Agents...............................15
Tax Exempt vs. Taxable Income..........................................16
GREAT HALL INVESTMENT FUNDS, INC.
Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A
PART B
Statements of Additional Information
GREAT HALL
PRIME MONEY MARKET FUND
U.S. GOVERNMENT MONEY MARKET FUND
TAX-FREE MONEY MARKET FUND
60 South Sixth Street
Minneapolis, Minnesota 55402
(800) 934-6674
_________________________________________________
STATEMENT OF ADDITIONAL INFORMATION
dated December 1, 1996
_________________________________________________
Great Hall Prime Money Market Fund ("Prime Fund"), Great Hall U.S.
Government Money Market Fund ("Government Fund") and Great Hall Tax-Free Money
Market Fund ("Tax-Free Fund") (collectively, the "Funds") are diversified
series of Great Hall Investment Funds, Inc. ("Great Hall"), an open-end
management investment company (commonly known as a mutual fund) which currently
offers its shares of common stock in three series. This Statement of
Additional Information relates only to the Funds and does not relate to any
other series of Great Hall.
This Statement of Additional Information is not a prospectus and should
be read in conjunction with the Prospectus of the Funds, dated December 1,
1996, which has been filed with the Securities and Exchange Commission (the
"SEC"). To obtain a copy of the Prospectus, please call Great Hall or your
investment executive.
TABLE OF CONTENTS
-----------------
Page
----
Investment Policies....................................... B-2
Investment Restrictions................................... B-7
Taxes..................................................... B-9
Portfolio Transactions.................................... B-10
Management and Distribution Agreements.................... B-11
Determination of Net Asset Value.......................... B-12
Calculation of Performance Data........................... B-13
Directors and Officers.................................... B-14
General Information....................................... B-16
Counsel and Auditors...................................... B-18
Appendix - Ratings of Investments......................... A-1
Financial Statements...................................... F-1
No person has been authorized to give any information or to make any
representations other than those contained in this Statement of Additional
Information or the Prospectus dated December 1, 1996, and, if given or made,
such information or representations may not be relied upon as having been
authorized by Great Hall or the Co-Distributors. This Statement of Additional
Information does not constitute an offer to sell, or a solicitation of an offer
to buy, securities in any state or jurisdiction in which such offering or
solicitation may not lawfully be made. The delivery of this Statement of
Additional Information at any time shall not imply that there has been no
change in the affairs of either of the Funds since the date hereof.
INVESTMENT POLICIES
The following information supplements that set forth under "Investment
Objectives and Policies" and "Certain Investment Strategies" in the Prospectus
and does not, standing alone, present a complete explanation of the matters
disclosed. You must also refer to the Prospectus to obtain information on the
matters disclosed below.
Great Hall Prime Money Market Fund
Prime Fund invests in high quality, domestic money market instruments,
including but not limited to marketable obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities (described below under
"Great Hall U.S. Government Money Market Fund"); corporate debt obligations
that are rated AA or better by Standard & Poor's Corporation ("S&P"), or Aa or
better by Moody's Investors Service, Inc. ("Moody's"); obligations of banks and
savings and loans that are members of the Federal Deposit Insurance Corporation
(the "FDIC"), which obligations may include, but are not limited to,
certificates of deposit, bankers' acceptances and documented discount notes and
letters of credit; high-grade commercial paper guaranteed or issued by domestic
corporations; and instruments (including repurchase agreements) secured by such
obligations. All securities mature within 397 days from the date of purchase
as required by Rule 2a-7 under the Investment Company Act of 1940 (the "1940
Act"), although repurchase agreements may be collateralized by securities
maturing in longer than 397 days.
Investments in obligations of banks and savings and loans are limited to:
(a) certificates of deposit issued by banks with assets in excess of
$500,000,000 or branches of such banks; (b) certificates of deposit or other
deposit obligations of savings and loans with assets in excess of $500,000,000;
and (c) bankers' acceptances, letters of credit or other obligations guaranteed
by banks meeting the above criteria. Bankers' acceptances are short-term
credit instruments used to finance the import, export, transfer or storage of
goods. They are termed "accepted" when a bank guarantees their payment at
maturity. Obligations issued or guaranteed by FDIC member institutions are not
necessarily guaranteed by the FDIC. Deposit obligations of domestic banks and
savings and loans are only insured by the FDIC up to a maximum of $100,000,
which limitation applies to all funds that Prime Fund may have on deposit at
any one bank or savings and loan. Bankers' acceptances and letters of credit
are not so insured. Deposit obligations of foreign banks or foreign branches
of domestic banks also are not covered by FDIC insurance; in addition, such
investments may involve other risks different from risks associated with
investments in deposit obligations of domestic banks, such as future political
and economic developments and the possible imposition of governmental
restrictions.
Permissible commercial paper investments generally consist of obligations
rated Prime-1 or A-1, or their subsequent equivalents, by Moody's or S&P, or
unrated commercial paper issued by companies with an unsecured debt issue
outstanding that is rated Aa or better by Moody's or AA or better by S&P.
Commercial paper constitutes unsecured indebtedness of business or banking
firms issued to finance their short-term financial needs. Prime Fund may also
purchase corporate debt obligations maturing within 397 days from the date of
acquisition with a minimum rating of Aa or AA.
Great Hall U.S. Government Money Market Fund
Government Fund invests in U.S. Treasury bills, notes, bonds and other
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities and repurchase agreements secured by such obligations. All
securities mature within 397 days from the date of purchase, although
repurchase agreements may be collateralized by securities maturing in longer
than 397 days.
Direct obligations issued by the U.S. Treasury include bills, notes and
bonds which differ from each other only in interest rates, maturities and times
of issuance. Treasury bills have maturities of one year or less, Treasury
notes have maturities of one to ten years and Treasury bonds generally have
maturities of greater than ten years.
Examples of obligations issued by agencies or instrumentalities
established or sponsored by the U.S. Government include, among others,
securities issued by the Federal Home Loan Banks, Federal Home Loan Mortgage
Corporation, Federal Housing Administration, Federal National Mortgage
Association, Government National Mortgage Association and Student Loan Mortgage
Association. See "Certain Investment Strategies and Restrictions - Government
Securities" in the Prospectus for information regarding the credit risk of such
obligations. The Government Fund may also invest in securities issued by
agencies or instrumentalities of the U.S. Government that may be organized in
the future, provided it is satisfied that the credit risk with respect to the
issuer is minimal.
Great Hall Tax-Free Money Market Fund
Tax-Free Fund invests in debt obligations issued by or on behalf of any
state, territory or possession of the United States or the District of Columbia
or their political subdivisions, agencies or instrumentalities, and
participation interests therein, the interest on which is, in the opinion of
counsel for the issuer, wholly exempt from federal income taxation.
Specific types of obligations that Tax-Free Fund may purchase include
bond anticipation notes, construction loan notes, revenue anticipation notes
and tax anticipation notes that are Eligible Securities. Tax-Free Fund may
also invest in municipal bonds and participation interests therein, including
industrial development revenue bonds and pollution control revenue bonds, and
other types of tax-exempt municipal obligations, such as short-term discount
notes, all of which must be Eligible Securities.
Securities purchased by Tax-Free Fund mature within 397 days from the
date of purchase or carry variable or floating rates that are adjusted at least
every 397 days and have demand features and quality characteristics that under
applicable law and interpretations of such law permit the securities to be
treated as if they mature in 397 days or less from the date of purchase.
Bond anticipation notes are issued in anticipation of a later issuance of
bonds and are usually payable from the proceeds of the sale of the bonds
anticipated or of renewal notes. Construction loan notes, issued to provide
construction financing for specific projects, are often redeemed after the
projects are completed and accepted with funds obtained from the Federal
Housing Administration under "Fannie Mae" (Federal National Mortgage
Association) or "Ginnie Mae" (Government National Mortgage Association).
Revenue anticipation notes are issued by governmental entities in anticipation
of revenues to be received later in the then current fiscal year. Tax
anticipation notes are issued by state and local governments in anticipation of
collection of taxes to finance the current operations of such governments.
These notes are generally repayable only from tax collections and often only
from the proceeds of the specific tax levy whose collection they anticipate.
Municipal bonds are usually issued to obtain funds for various public
purposes, to refund outstanding obligations, to meet general operating expenses
or to obtain funds to lend to other public institutions and facilities. They
are generally classified as either "general obligation" or "revenue" bonds and
frequently have maturities in excess of 397 days at the time of issuance,
although a number of such issues now have variable or floating interest rates
and demand features that may permit Tax-Free Fund to treat them as having
maturities of less than 397 days. There are many variations in the terms of,
and the underlying security for, the various types of municipal bonds. General
obligation bonds are issued by states, counties, regional districts, cities,
towns and school districts for a variety of purposes including mass
transportation, highway, bridge, school, road, and water and sewer system
construction, repair or improvement. Payment of these bonds is secured by a
pledge of the issuer's full faith and credit and taxing (usually property tax)
power.
Revenue bonds are payable solely from the revenues generated from the
operations of the facility or facilities being financed or from other non-tax
sources. These bonds are often secured by debt service revenue funds, rent
subsidies and/or mortgage collateral to finance the construction of housing,
highways, bridges, tunnels, hospitals, university and college buildings, port
and airport facilities, and electric, water, gas and sewer systems. Industrial
development revenue bonds and pollution control revenue bonds are usually
issued by local government bodies or their authorities to provide funding for
commercial or industrial facilities, privately operated housing, sports
facilities, health care facilities, convention and trade show facilities, port
facilities and facilities for controlling or eliminating air and water
pollution. Payment of principal and interest on such bonds is not secured by
the taxing power of the governmental body. Rather, payment is dependent solely
upon the ability of the users of the facilities financed by the bonds to meet
their financial obligations and the pledge, if any, of real and personal
property financed as security for payment.
Although Tax-Free Fund may invest more than 25% of its net assets in:
(a) municipal obligations whose issuers are in the same state; (b) municipal
obligations the interest upon which is paid solely from revenues of similar
projects; and (c) industrial development and pollution control revenue bonds
that are not variable or floating rate demand municipal obligations, it does
not presently intend to do so on a regular basis. The identification of the
issuer of a tax-exempt security for purposes of the 1940 Act depends on the
terms and conditions of the security. When the assets and revenues of an
agency, authority, instrumentality or other political subdivision are separate
from those of the government creating the subdivision and the security is
backed only by the assets and revenues of the subdivision, such subdivision
would be deemed to be the sole issuer. Similarly, in the case of an industrial
development bond, if that bond is backed by the assets and revenues of the non-
governmental user, then such non-governmental user would be deemed to be the
sole issuer. Generally, the District of Columbia, each state, each of its
political subdivisions, agencies, instrumentalities and authorities, and each
multi-state agency of which a state is a member, is a separate "issuer" as that
term is used in the Prospectus and this Statement of Additional Information
with respect to Tax-Free Fund, and the non-governmental user of facilities
financed by industrial development or pollution control revenue bonds is also
considered to be an issuer.
Legislation to restrict or eliminate the federal income tax exemption for
interest on certain municipal obligations that may be purchased by Tax-Free
Fund has been introduced in Congress; other such legislation also may be
introduced in the future by Congress or by state legislatures. If enacted, any
such legislation could adversely affect the availability of municipal
obligations for Tax-Free Fund's portfolio. Upon the effectiveness of any such
legislation that materially affects the Tax-Free Fund's ability to achieve its
investment objective, the Board of Directors of Great Hall will reevaluate the
Fund's investment objective and submit to its shareholders for approval
necessary changes in its objectives and policies.
Variable and Floating Rate Demand Municipal Obligations. Variable and
floating rate demand municipal obligations are tax-exempt obligations that
provide for a periodic adjustment in the interest rate paid on the obligations
and permit the holder to demand payment of the unpaid principal balance plus
accrued interest upon a specified number of days' notice either from the issuer
or by drawing on a bank letter of credit or comparable guarantee issued with
respect to such obligations. The issuer of such an obligation may have a
corresponding right to prepay in its discretion the outstanding principal of
the obligation plus accrued interest upon notice comparable to that required
for the holder to demand payment.
The variable or floating rate demand municipal obligations in which Tax-
Free Fund may invest are payable on demand at any time on no more than 30 days'
notice or at specified intervals not exceeding 397 days and upon no more than
30 days' notice. The terms of such obligations must provide that interest
rates are adjustable at intervals ranging from weekly up to annually. The
adjustments are based upon the prime rate of a bank or other appropriate
interest rate adjustment index as provided in the respective obligations. Such
obligations are subject to the quality characteristics for municipal
obligations set forth above and described in the Prospectus. Tax-Free Fund may
invest, without limitation, in such obligations.
The principal and accrued interest payable to Tax-Free Fund on demand
will be supported by an irrevocable letter of credit or comparable guarantee of
a financial institution (generally a commercial bank) whose short-term taxable
debt meets the quality criteria for investment by Tax-Free Fund in municipal
obligations, except in cases where the security itself meets the credit
criteria of the Fund without such letter of credit or comparable guarantee.
Thus, although the underlying variable or floating rate demand obligation may
be unrated, Tax-Free Fund in such cases will have at all times an alternate
credit source to draw upon for payment with respect to such security.
Tax-Free Fund may also purchase participation interests in variable or
floating rate obligations. Such participation interests will have, as part of
the participation agreement between the Fund and the selling financial
institution, a demand feature that permits Tax-Free Fund to demand payment from
the seller of the principal amount of the Fund's participation plus accrued
interest thereon. This demand feature always will be supported by a letter of
credit or comparable guarantee provided by the selling financial institution.
Such financial institution will retain a service fee, a letter of credit fee
and a fee for issuing commitments to purchase on demand in an amount equal to
the excess of the interest paid on the variable or floating rate obligation in
which Tax-Free Fund has a participation interest over the negotiated yield at
which the participation interest was purchased. Accordingly, Tax-Free Fund
will purchase such participation interests only when the yield to the Fund, net
of such fees, is equal to or greater than the yield then available on other
variable rate demand securities or short-term, fixed rate, tax-exempt
securities of comparable quality and where the fees are reasonable in relation
to the services provided by the financial institution and the security and
liquidity provided by the letter of credit or guarantee.
While variable and floating rate demand municipal obligations are
expected to have maturities in excess of 397 days, Great Hall currently expects
that Tax-Free Fund will exercise its right to demand payment of principal and
accrued interest on such an obligation if it no longer meets the Fund's quality
standards, unless, of course, the obligation can be sold for a greater amount
in the market.
Stand-By Commitments. Consistent with the requirement of Rule 2a-7, Tax-
Free Fund may also acquire "stand-by commitments" with respect to obligations
held in its portfolio. Under a "stand-by commitment," a dealer agrees to
purchase, at Tax-Free Fund's option, specified obligations at a specified
price. "Stand-by commitments" are the equivalent of a "put" option acquired by
Tax-Free Fund with respect to particular obligations held in its portfolio.
The amount payable to Tax-Free Fund upon its exercise of a "stand-by
commitment" will normally be: (a) Tax-Free Fund's acquisition cost of the
obligation (excluding any accrued interest that Tax-Free Fund paid on its
acquisition), less any amortized market premium or plus any amortized market or
original issue discount during the period Tax-Free Fund owned the obligation;
plus (b) all interest accrued on the obligations since the last interest
payment date during the period such obligation is owned by Tax-Free Fund.
"Stand-by commitments" may be acquired when the remaining maturity of the
underlying obligation is greater than 60 days, but will be exercisable by Tax-
Free Fund only during the 60 day period before the maturity of such obligation.
Absent unusual circumstances, Tax-Free Fund will value the underlying
obligation on an amortized cost basis. Accordingly, the amount payable by a
dealer during the time a "stand-by commitment" is exercisable is substantially
the same as the value of the underlying obligation. Tax-Free Fund's right to
exercise "stand-by commitments" must be unconditional and unqualified. A
"stand-by commitment" is not transferable by Tax-Free Fund, although it may
sell the underlying obligation to a third party at any time.
Tax-Free Fund expects that "stand-by commitments" will generally be
available without the payment of any direct or indirect consideration.
However, if necessary and advisable, it may pay for "stand-by commitments"
either separately in cash or by paying a higher price for obligations that are
acquired subject to such a commitment (thus reducing the yield to maturity
otherwise available for the same securities). The total amount paid in either
manner for outstanding "stand-by commitments" held in Tax-Free Fund's portfolio
may not exceed 1/2 of 1% of the value of Tax-Free Fund's total assets
calculated immediately after each "stand-by commitment" is acquired.
Tax-Free Fund intends to enter into "stand-by commitments" only with
dealers, banks and broker-dealers that, in the opinion of the Fund's investment
adviser, Insight Investment Management ("Insight"), a division of IFG Asset
Management Services, Inc., present minimum credit risks. Tax-Free Fund's
reliance upon the credit of these dealers, banks and broker-dealers is secured
by the value of the underlying obligations that are subject to the commitment.
However, the failure of a party to honor a "stand-by commitment" could have an
adverse impact on the liquidity of Tax-Free Fund during periods of rising
interest rates.
Tax-Free Fund intends to acquire "stand-by commitments" solely to
facilitate portfolio liquidity and does not intend to exercise its rights
thereunder for trading purposes. The acquisition of a "stand-by commitment"
will not affect the valuation or maturity of the underlying obligation, which
will continue to be valued in accordance with the amortized cost method.
"Stand-by commitments" will be valued at zero in determining net asset value.
Where Tax-Free Fund pays directly or indirectly for a "stand-by commitment,"
its cost will be reflected as unrealized depreciation for the period during
which the commitment is held. "Stand-by commitments" will not affect the
average weighted maturity of Tax-Free Fund's portfolio.
"When-lssued" Obligations. Tax-Free Fund may make commitments to
purchase municipal obligations on a "when-issued" basis, i.e., delivery and
payment for the obligations normally takes place at a date after the commitment
to purchase although the payment obligation and the coupon rate have been
established before the time the Fund enters into the commitment. The
settlement date usually occurs within one week of the purchase of notes and
within one month of the purchase of bonds. Great Hall intends that Tax-Free
Fund will make commitments to purchase obligations with the intention of
actually acquiring them, but may sell the obligations before settlement date if
such action is advisable or necessary as a matter of investment strategy. At
the time the Fund makes a commitment to purchase an obligation, it will record
the transaction and reflect the value of the obligation in determining its net
asset value. The Custodian will maintain on a daily basis a separate account
for the Fund consisting of cash or liquid debt securities with a value at least
equal to the amount of the Fund's commitments to purchase "when-issued"
obligations.
Obligations purchased on a "when-issued" basis or held in Tax-Free Fund's
portfolio are subject to changes in market value based not only upon the
public's perception of the creditworthiness of the issuer but also upon changes
in the level of interest rates. In the absence of a change in credit
characteristics, which, of course, will cause changes in value, the value of
portfolio investments can be expected to decline in periods of rising interest
rates and to increase in periods of declining interest rates. Therefore, if to
achieve higher interest income Tax-Free Fund remains substantially fully
invested at the same time that it has purchased obligations on a "when-issued"
basis, there will be a greater possibility that the market value of Tax-Free
Fund's assets will vary from $1.00 per share. See "Net Asset Value." However,
Tax-Free Fund does not believe that under normal circumstances its net asset
value or income will be affected by its purchase of obligations on a "when-
issued" basis.
When payment is made for "when-issued" securities, Tax-Free Fund will
meet its obligations from its then available cash flow, sale of securities held
in the separate account, sale of other securities or, although it would
normally not expect to do so, from sale of the "when-issued" securities
themselves (which may have a market value greater or less than the Fund's
obligation). Sale of securities to meet such obligations would involve a
greater potential for the realization of capital gains, which could cause Tax-
Free Fund to realize income not exempt from federal income taxation.
State and Municipal Lease Obligations. Tax-Free Fund is permitted to
invest in state and municipal lease obligations ("municipal leases").
Traditionally, municipal leases have been viewed by the SEC staff as illiquid
investments. However, subject to Board standards similar to the standards
applicable to restricted securities (as discussed in the Prospectus), Insight
may treat certain municipal leases as liquid investments and not subject to the
policy limiting investments in illiquid investments.
Municipal leases are issued by state and local governments or authorities
to finance the acquisition of equipment and facilities. Municipal leases may
take the form of a lease, an installment purchase or conditional sale contract
or a participation certificate in such a lease or contract. Municipal leases
frequently have the special risks described below which are not associated with
general obligation or revenue bonds issued by public bodies. In determining
municipal leases in which the Funds will invest, Insight will evaluate the
credit rating of the lessee and the terms of the lease. Additionally, Insight
may require that certain municipal leases be secured by a letter of credit or
put arrangement with an independent financial institution.
The constitution and statutes of many states contain requirements with
which the state and municipalities must comply whenever incurring debt. These
requirements may include approving voter referendums, debt limits, interest
rate limits and public sale requirements. Municipal leases have evolved as a
means for public bodies to acquire property and equipment without needing to
comply with all of the constitutional and statutory requirements for the
issuance of debt. The debt-issuance limitations may be inapplicable for one or
more of the following reasons: (a) the inclusion in many municipal leases of a
"nonappropriation clause" that provides that the public body has no obligation
to make future payments under the lease or contract unless money is
appropriated for such purpose by the appropriate legislative body on a yearly
or other periodic basis; (b) the exclusion of a municipal lease from the
definition of indebtedness under relevant state law; or (c) the provision in
the municipal lease for termination at the option of the public body at the end
of each fiscal year for any reason or, in some cases, automatically if not
affirmatively renewed.
If a municipal lease is terminated by the public body for
nonappropriation or other reason not constituting a default under the lease,
the rights of the lessor or holder of a participation interest therein are
limited to repossession of the leased property without any recourse to the
general credit of the public body. The disposition of the leased property by
the lessor in the event of termination of the lease might, in many cases, prove
difficult or result in a loss.
Municipal leases represent a relatively new type of financing that has
not yet developed the depth of marketability associated with more conventional
municipal obligations. Therefore, as mentioned above, municipal leases held by
Tax-Free Fund will be treated as illiquid unless they are determined to be
liquid pursuant to the aforementioned liquidity guidelines. Additionally, the
lack of an established trading market for municipal leases may make the
determination of fair market value more difficult.
INVESTMENT RESTRICTIONS
In addition to the investment objectives and those policies identified as
fundamental in the Prospectus, each of the Funds has adopted the following
investment restrictions and limitations, which may not be changed without
approval of shareholders owning a majority of the outstanding shares of each
such Fund, which as used in the Prospectus and this Statement of Additional
Information means the lesser of: (a) 67% or more of the shares present at a
shareholders' meeting if more than 50% of such Fund's shares are represented at
the meeting in person or by proxy; or (b) more than 50% of the outstanding
shares of such Fund.
None of the Funds may:
(1) purchase common stocks, preferred stocks, warrants or other
equity securities;
(2) purchase securities, if immediately after such purchase more
than 5% of its total assets would be invested in the securities of any
one issuer (excluding securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities), except that, subject to
applicable SEC rules (see the discussion of Rule 2a-7 below), up to 25%
of its total assets may be invested without regard to this 5% limitation;
(3) invest more than 25% of its total assets in any one industry,
except that (i) with respect to Tax-Free Fund, this restriction shall not
apply to municipal obligations; (ii) with respect to Prime Fund and Tax-
Free Fund this restriction shall not apply to securities issued or
guaranteed by domestic banks or United States branches of foreign banks
that are subject to the same regulation as United States banks; and (iii)
this restriction shall not apply to securities issued or guaranteed by
the U.S. Government, its agencies or instrumentalities;
(4) invest more than 5% of its assets in securities of issuers
which, with their predecessors, have a record of less than three years
continuous operation. (Securities of such issuers will not be deemed to
fall within this limitation if they are guaranteed by an entity in
continuous operation, with its predecessor, for more than three years);
(5) borrow money, except for temporary or emergency non-
investment purposes such as to accommodate abnormally heavy redemption
requests, and then only in an amount not exceeding 5% of the value of its
total assets at the time of borrowing;
(6) pledge, mortgage or hypothecate its assets, except that to
secure borrowings permitted by (5) above, it may pledge securities having
a market value at the time of such pledge not exceeding 15% of its total
assets;
(7) sell securities short or purchase any securities on margin,
except for such short-term credits as are necessary for clearance of
portfolio transactions;
(8) write, purchase or sell put or call options, straddles,
spreads or any combination thereof except that Tax-Free Fund may acquire
rights to resell obligations as set forth herein under "Great Hall Tax-
Free Money Market Fund - Variable and Floating Rate Demand Municipal
Obligations" and "Stand-By Commitments";
(9) underwrite any securities issued by others;
(10) purchase or sell real estate or real estate mortgage loans
(although the Funds may invest in obligations secured by interests in
real estate), commodities, commodity contracts (including futures
contracts), real estate partnership interests and oil, gas and mineral
leases;
(11) make loans, other than by entering into repurchase agreements
and through the purchase of other permitted investments in accordance
with its investment objective and policies; provided, however, that it
may not enter into a repurchase agreement if, as a result thereof, more
than 10% of its total assets would be subject to repurchase agreements
maturing in more than seven days;
(12) invest in companies for the purpose of exercising control or
management of another company; or
(13) invest in securities of other investment companies, except as
they may be acquired as part of a merger, consolidation or acquisition of
assets.
With respect to the application of the 5% limitation contained in
investment restriction (2) above to Tax-Free Fund, the non-governmental user of
facilities financed by industrial development or pollution control revenue
bonds and a financial institution issuing a letter of credit or comparable
guarantee supporting a variable rate demand municipal obligation are considered
to be issuers. In addition to the above restrictions and limitations, Tax-Free
Fund may not purchase securities that are not municipal obligations and the
income from which is subject to federal income tax, if such purchase would
cause more than 20% of its total assets to be invested in such securities,
except that Tax-Free Fund may invest more than 20% of its total assets in such
securities during other than normal market conditions. Bonds subject to the
alternative minimum tax are considered taxable for this test.
With respect to the 25% exception referred to in restriction (2) above,
Rule 2a-7 of the 1940 Act permits a Fund to invest more than 5% (but no more
than 25%) of the then current value of such Fund's total assets in the
securities of a single issuer for a period of up to three business days,
provided that: (a) the securities either are rated by two Nationally Recognized
Statistical Rating Organizations in the highest short-term rating category or
are securities of issuers that have received such rating with respect to other
short-term debt securities or are comparable unrated securities; and (b) such
Fund does not make more than one such investment at any one time.
With respect to investment restriction (13) above, "investment companies"
refers only to companies registered as investment companies under the 1940 Act.
In addition to the fundamental limitations set forth above, as a non-
fundamental policy, each Fund may not invest more than 10% of its net assets in
all forms of illiquid investments, as set forth in the Prospectus under
"Illiquid Investments."
With respect to each of the Funds, if a percentage restriction or
limitation is adhered to at the time of investment, a later increase or
decrease in such percentage resulting from a change in values or net assets
will not be considered a violation thereof.
TAXES
Taxation of the Funds-In General
Each of the Funds has qualified as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") and
intends to continue to do so. To so qualify, a Fund must, among other things;
(a) derive in each taxable year at least 90% of its gross income from
dividends, interest, payments with respect to securities loans, gains from the
sale or other disposition of stock, securities or foreign currencies, or other
income derived with respect to its business of investing in such stock,
securities or currencies (the "90% test"); (b) derive in each taxable year less
than 30% of its gross income from the sale or other disposition of stock or
securities, or options, futures, and certain forward contracts or foreign
currencies held for less than three months (the "30% test"); and (c) satisfy
certain diversification requirements at the close of each quarter of such
Fund's taxable year. Furthermore, in order to be entitled to pay exempt-
interest dividends to shareholders, Tax-Free Fund must satisfy the requirement
that, at the close of each quarter of its taxable year, at least 50% of the
value of its total assets consists of obligations the interest on which is
exempt from federal income tax ("tax-exempt obligations").
As a regulated investment company, a Fund will not be liable for federal
income taxes on the part of its taxable net investment income and net capital
gains, if any, that it distributes to shareholders if at least 90% of its net
investment income (including tax-exempt income net of any disallowed deductions
relating thereto) and net short-term capital gain for the taxable year is
distributed. However, if for any taxable year a Fund does not satisfy the
requirements of Subchapter M of the Code, all of its taxable income will be
subject to tax at regular corporate rates without any deduction for
distributions to shareholders, and such distributions will be taxable to
shareholders as ordinary income to the extent of such Fund's current or
accumulated earnings and profits.
Each Fund will be liable for a nondeductible 4% excise tax on amounts not
distributed on a timely basis in accordance with a calendar year distribution
requirement. To avoid the tax, during each calendar year a Fund must
distribute: (a) at least 98% of its ordinary income (not taking into account
any capital gains or losses) for the calendar year; (b) at least 98% of its
capital gain net income for the twelve-month period ending on October 31 (or
December 31, if such Fund so elects); and (c) any portion (not taxed to such
Fund) of the respective balances from the prior year. Each Fund intends to
make sufficient distributions to avoid this 4% excise tax.
If Tax-Free Fund disposes of a tax-exempt obligation that it acquired
after April 30, 1993 at a market discount, it must recognize any gain it
realizes on the disposition as ordinary income (and not as capital gain) to the
extent of the accrued market discount.
If a shareholder receives an exempt-interest dividend with respect to any
share and sells or exchanges such share after holding it for six months or
less, any loss on the sale or exchange of such share will be disallowed to the
extent of the amount of such exempt-interest dividend. In certain limited
instances, the portion of Social Security benefits received by shareholders
that are subject to federal income tax may be affected by the amount of tax-
exempt interest income, including exempt-interest dividends, received by
shareholders of the Fund.
Distributions of exempt-interest dividends by Tax-Free Fund may be
subject to state and local taxes even though a substantial portion of such
distributions may be derived from interest on tax-exempt obligations that, if
realized by the shareholder directly, would be exempt from such taxes. Tax-
Free Fund will report to its shareholders annually after the close of its
taxable year the percentage and source, on a state-by-state basis, of interest
income earned on tax-exempt obligations held by such Fund during the preceding
year. Shareholders of Tax-Free Fund are advised to consult their tax advisers
concerning the application of state and local taxes.
Under the Code, investors will not be allowed to deduct interest on
indebtedness incurred or continued to purchase or carry shares of an investment
company paying exempt-interest dividends, such as the Funds, to the extent such
interest expenses relate to exempt-interest dividends received by the
shareholder. State laws may also restrict the deductibility of interest on
indebtedness incurred or continued to purchase or carry shares of a Fund.
Indebtedness may be allocated to shares of a Fund even though not directly
traceable to the purchase of such shares.
Tax-Free Fund may acquire variable and floating rate demand municipal
obligations and "stand-by commitments" or "puts" from banks and municipal
securities dealers. See "Great Hall Tax-Free Money Market Fund - Variable and
Floating Rate Demand Municipal Obligations" and "Stand-By Commitments" in this
Statement of Additional Information. With respect to each such acquisition, an
opinion of issuer's counsel will be issued that Tax-Free Fund will be treated
for federal income tax purposes as the owner of the municipal obligations
acquired subject to such demand features or to such stand-by commitments; the
interest on such municipal obligations will be tax-exempt to Tax-Free Fund; and
the purchase prices of municipal obligations subject to stand-by commitments
must be allocated between such securities and stand-by commitments based upon
their relative fair market values.
A Fund, or a shareholder's broker with respect to a Fund, is required to
withhold federal income tax at a rate of 31% of the dividends, capital gains
distributions and proceeds of redemptions if a shareholder fails to furnish
such Fund with a correct taxpayer identification number ("TIN") or to certify
that the shareholder is exempt from such withholding or if the Internal Revenue
Service notifies such Fund or broker that the shareholder has provided such
Fund with an incorrect TIN or failed to properly report dividend or interest
income for federal income tax purposes. Any such withheld amount will be fully
creditable on each shareholder's individual federal income tax return. An
individual's TIN is his or her social security number.
The foregoing is only a summary of some of the important federal tax
considerations generally affecting the Funds and their shareholders. No
attempt is made to present a detailed explanation of the federal or state
income tax treatment of the Funds or their shareholders, and this discussion is
not intended as a substitute for careful tax planning.
Each investor is advised to consult his or her tax adviser regarding
specific questions as to federal, state, local and foreign taxation.
PORTFOLIO TRANSACTIONS
As provided in the investment advisory agreement in effect between
Insight and the Funds, Insight makes investment decisions and decisions as to
the execution of portfolio transactions for the Funds, subject to the general
supervision of the Board of Directors of Great Hall. At times, investment
decisions may be made to purchase or sell the same investment security for more
than one Fund, in which case the transactions will be allocated as to amount
and price in a manner considered equitable to each Fund. In some cases this
procedure may possibly have a detrimental effect on the price or volume of the
security as far as one or more Funds are concerned. On the other hand, the
ability of the Funds to participate in volume transactions may produce better
executions for the Funds in some cases. It is the opinion of the Board of
Directors that the benefits available because of Insight's organization
outweigh any disadvantages that may arise from exposure to simultaneous
transactions.
Under the 1940 Act, persons affiliated with Great Hall are prohibited
from dealing with Great Hall as a principal in the purchase and sale of
investments. Since over-the-counter transactions are usually principal
transactions, affiliated persons of Great Hall may not serve as a dealer in
connection with such transfers or commitments. The 1940 Act also prohibits
Great Hall from purchasing a security being publicly underwritten from a
syndicate in which any affiliated person is a principal underwriter except in
accordance with certain limitations. Furthermore, Great Hall may not use any
affiliated person as a broker or dealer in executing portfolio transactions
without complying with the limitations imposed by the rules of the SEC, which
rules require the commissions, fees or other remuneration received by such
affiliated broker or dealer be: (a) reasonable and fair compared to the
commissions, fees or other remuneration paid to other brokers or dealers in
connection with comparable transactions involving similar securities being
purchased or sold on a securities exchange during a comparable period of time;
and (b) at least as favorable as commissions contemporaneously charged by such
affiliated broker or dealer on comparable transactions for its most favored
comparable unaffiliated customers.
Most purchase and sale transactions with respect to a Fund are with the
issuer or an underwriter or with major dealers of securities acting as
principals. Such transactions are normally on a net basis and generally do not
involve payment of brokerage commissions. However, the cost of securities
purchased from an underwriter normally includes a commission paid by the issuer
to the underwriter. Purchases or sales from or to dealers will normally
reflect the spread between bid and ask prices.
Insight, in effecting purchases and sales of portfolio securities for the
accounts of the Funds, will place orders in such manner as in its opinion will
offer the best price and market for the execution of each transaction. Given
the best price and market obtainable, it is the practice of the Funds when
purchasing through dealers to select them primarily on the basis of the
furnishing by such dealers, in addition to satisfactory execution of the
transaction, of research information and statistical and other services to
Insight. It is not always possible to place a dollar value on information and
services received from dealers. Since it is only supplementary to Insight's
own research efforts, the receipt of research information is not expected to
reduce significantly Insight's expenses. Such Funds may also consider, subject
to the requirement of best execution, dealers' sales of the Funds' shares when
selecting dealers to execute portfolio transactions. While Insight will be
primarily responsible for the placement of such Funds' business, the policies
and practices of the Funds in this regard must be consistent with the foregoing
and will at all times be subject to review by the Board of Directors of Great
Hall.
Because brokerage commissions as such are not usually paid in connection
with the purchase or sale of the securities in which the Funds invest and
because transactional costs are small, portfolio turnover is not expected to
materially affect net asset value or yields. None of the Funds paid any
brokerage commissions during the year ended July 31, 1996. Securities with
maturities of less than one year are excluded from required portfolio turnover
rate calculations, and therefore, each Fund's turnover rate for reporting
purposes will be zero.
MANAGEMENT AND DISTRIBUTION AGREEMENTS
Investment Adviser; Investment Advisory Agreement
Insight serves as each Fund's investment adviser. Insight is a division
of IFG Asset Management Services, Inc. ("AMS"), a wholly-owned subsidiary of
Inter-Regional Financial Group, Inc. ("IFG"). Each Co-Distributor likewise is
a wholly-owned subsidiary of IFG.
Pursuant to an investment advisory agreement (the "Advisory Agreement"),
Insight performs and bears the internal cost of research, statistical analysis
and continuous supervision of the investment portfolio of each Fund and
furnishes office facilities and certain clerical and administrative services to
the Funds. In addition, Insight bears all promotional expenses, including the
cost of printing and distributing prospectuses utilized for promotional
purposes. Other expenses are borne by whichever Fund incurs the expense and
such expenses include, but are not limited to, taxes, interest, brokerage fees
and commissions, and costs and expenses associated with the following matters
and services: registration and qualification of Great Hall, the Funds and their
shares with the SEC and the various states; services of custodians, transfer
agent, dividend disbursing agent, accounting services agents, shareholder
services agents, independent auditors and outside legal counsel; maintenance of
corporate existence; preparation, printing and distribution of prospectuses to
existing Fund shareholders; services of Great Hall directors who are not
employees of Insight or of the Co-Distributors or any of their affiliates;
directors' and shareholders' meetings, including the printing and mailing of
proxy materials; insurance premiums for fidelity and other coverage; issuance
and sale of Fund shares (to the extent not borne by the Co-Distributors under
their agreement with Great Hall); redemption of Fund shares; printing and
mailing of stock certificates representing shares of the Funds; association
membership dues; preparation, printing and mailing of shareholder reports; and
portfolio pricing services, if any. Expenses borne by Great Hall and
attributable to only one Fund will be allocated to that Fund; expenses that are
not specifically allocable will be allocated to each Fund in a manner and on a
basis determined in good faith by the Board of Directors of Great Hall,
including a majority of the Directors who are not "interested" persons of Great
Hall or Insight, to be fair and equitable.
Under the Advisory Agreement, Insight receives a monthly advisory fee
based upon the average value of each Fund's daily net assets. The Tax-Free
Fund pays Insight a fee at an annual rate of .50% of its average daily net
assets. The Prime Fund and the Government Fund each pay an advisory fee that
is scaled downward as net assets increase. The fee for the Prime Fund is paid
at an annual rate of .55% on average daily net assets up to $700 million, .50%
on average daily net assets of over $700 million up to $1.2 billion, .45% on
average daily net assets of over $1.2 billion up to $2 billion, and .40% on
average daily net assets of over $2 billion. The fee for the Government Fund
is paid at an annual rate of .50% on average daily net assets up to $100
million, .40% on average daily net assets of over $100 million up to $300
million, and .35% on average daily net assets over $300 million. During the
year ended July 31, 1996, Prime Fund, Government Fund and Tax-Free Fund paid
advisory fees of $9,571,808, $636,499 and $1,925,659, respectively. During the
year ended July 31, 1995, Prime Fund, Government Fund and Tax-Free Fund paid
advisory fees of $6,500,666, $414,653 and $1,521,807, respectively. During the
year ended July 31, 1994, Prime Fund, Government Fund and Tax-Free Fund paid
advisory fees of $5,054,015, $303,491 and $1,194,424, respectively (with
respect to Prime Fund only, net of voluntary fee waivers of $20,000).
In the event that the aggregate operating expenses of any Fund (excluding
certain expenses) exceed any expense limitation imposed by applicable state
securities regulations, Insight has agreed to reimburse such Fund (or otherwise
bear the cost) for such excess expenses.
The Advisory Agreement continues in effect from year to year, if
specifically approved at least annually by a vote cast in person at a meeting
called for such purpose by a majority of the Directors of Great Hall, and a
majority of the Directors who are not "interested persons" (as defined in the
1940 Act) of Great Hall or Insight ("Independent Directors"). The Advisory
Agreement may be terminated by either party thereto, by the Independent
Directors or by a vote of the holders of a majority of the outstanding
securities of Great Hall, at any time, without penalty, upon 60 days' written
notice, and automatically terminates in the event of an assignment.
Termination will not affect the right of Insight to receive payment of any
unpaid balance of the compensation earned prior to termination.
The Co-Distributors
Shares of each Fund are continuously offered by and through the Co-
Distributors pursuant to a Co-Distributor Agreement. The Co-Distributors are
not obligated under such agreement to sell any certain number of Fund shares.
The Co-Distributors may enter into dealer agreements with other dealers,
pursuant to which such dealers also may sell Fund shares. The Funds have
agreed to indemnify the Co-Distributors and their affiliates, to the extent
permitted by applicable law, against certain liabilities under the Securities
Act of 1933.
DETERMINATION OF NET ASSET VALUE
The net asset value per share of each Fund is calculated separately for
each Fund. The assets and liabilities of each Fund are determined in
accordance with generally accepted accounting principles and the applicable
rules and regulations of the SEC. Assets and liabilities attributable to a
specific Fund are allocated to that Fund. Assets and liabilities not readily
identifiable to a Fund will be allocated among the Funds in a manner and on a
basis determined in good faith pursuant to procedures established by the Board
of Directors, including a majority of the Directors who are not "interested
persons" of Great Hall or Insight, to be fair and equitable.
The Funds value their portfolio securities using the amortized cost
method. This method involves valuing a security at its cost and thereafter
accruing any discount or premium at a constant rate to maturity. By declaring
these accruals to a Fund's shareholders in the daily dividend, the value of
such Fund's assets and, thus, its net asset value per share, will generally
remain constant. Although this method provides certainty in valuation, it may
result in periods during which the value of a Fund's securities, as determined
by amortized cost, is higher or lower than the price such Fund would receive if
it sold the securities. During such periods, the yields on shares of such Fund
may differ somewhat from that obtained in similar funds with identical
investments utilizing a method of valuation based upon market prices and
estimates of market prices for all of their portfolio securities. For example,
if the use of amortized cost by any Fund resulted in lower aggregate portfolio
value on a particular day, prospective investors in such Fund would be able to
obtain a somewhat higher yield than would result from investments in a similar
fund utilizing solely market values. The converse would apply during a period
of rising interest rates.
In connection with the use of the amortized cost method, the Funds
maintain a dollar-weighted average portfolio maturity of 90 days or less and
purchase only portfolio securities having remaining maturities of 397 days or
less. With respect to Tax-Free Fund, and as described under "Great Hall Tax-
Free Money Market Fund - Variable and Floating Rate Demand Municipal
Obligations" in this Statement of Additional Information, securities having a
stated maturity of more than 397 days may be purchased by Tax-Free Fund if they
have demand and variable or floating rate features, together with appropriate
quality characteristics, that permit determination that such securities may be
deemed to have a maturity of less than 397 days. The Board of Directors of
Great Hall has also established procedures designed to stabilize, to the extent
reasonably possible, each Fund's net asset value per share, as computed for
purposes of sales and redemptions, at $1.00. Such procedures include review of
each Fund's portfolio holdings by the Board of Directors of Great Hall at such
intervals as it may deem appropriate to determine whether each Fund's net asset
value calculated by using available market quotations deviates from $1.00 per
share and, if so, whether such deviation may result in material dilution or may
be otherwise unfair to existing shareholders. With respect to Tax-Free Fund,
these procedures also include a review by Insight, in accordance with policies
established by the Board of Directors of Great Hall and not less frequently
than monthly, of the quality of certain municipal obligations having variable
or floating interest rates and demand features that permit Tax-Free Fund to
calculate the maturity of such obligations to a point in time prior to their
stated maturity. In the event that the Board of Directors of Great Hall
determines that a material deviation from net asset value exists, the Board
will take such corrective action as it deems necessary and appropriate, which
action might include selling portfolio securities prior to maturity to realize
capital gains or losses or to shorten average portfolio maturity, withholding
dividends, or establishing net asset values per share by using available market
quotations.
The portfolio securities in which each Fund invests fluctuate in value,
and hence the net asset value per share (and therefore, the public offering
price) of each Fund may also fluctuate. On July 31, 1996, the net asset value
and the maximum public offering price per share for the Funds were calculated
as follows:
Prime Fund
Net Assets ($2,405,455,917) = Net Asset Value Per Share ($1.00)
-----------------------------------
Shares Outstanding (2,405,455,917)
Government Fund
Net Assets ($146,685,154) = Net Asset Value Per Share ($1.00)
---------------------------------
Shares Outstanding (146,685,154)
Tax-Free Fund
Net Assets ($359,153,232) = Net Asset Value Per Share ($1.00)
-----------------------------------
Shares Outstanding (359,153,232)
CALCULATION OF PERFORMANCE DATA
Yield
As stated in the Prospectus, each Fund from time to time may advertise
its yield.
The current yield of the Funds is computed by determining the change,
exclusive of capital changes, in the value of a hypothetical pre-existing
account having a balance of one share at the beginning of a seven-day period,
and dividing the change by the value of the account at the beginning of the
base period to obtain the base period return, and then multiplying the base
period return by (365/7), with the resulting yield figure carried to at least
the nearest hundredth of one percent.
For the seven-day period ended July 31, 1996, the current yields of Prime
Fund, Government Fund and Tax-Free Fund were 4.84%, 4.79% and 2.97%,
respectively.
The effective or compounded yield for the Funds is computed by
determining the change, exclusive of capital changes, in the value of a
hypothetical pre-existing account having a balance of one share at the
beginning of a seven-day period, and dividing the change by the value of the
account at the beginning of the base period to obtain the base period return,
and then compounding the base period return by adding 1, raising the sum to a
power equal to 365 divided by 7, and subtracting 1 from the result, according
to the following formula:
Effective yield = [(Base period return + 1) 365/7] - 1
For the seven-day period ended July 31, 1996, the effective yields of
Prime Fund, Government Fund and Tax-Free Fund were 4.96%, 4.90% and 3.01%,
respectively.
The taxable equivalent yield of Tax-Free Fund is calculated by applying
the stated income tax rate only to that portion of the Tax-Free Fund's seven-
day yield or effective yield that is exempt from taxation. The stated income
tax rate is subtracted from the number 1 (e.g., 1 minus 36% equals 64%), and
the tax-exempt portion of the yield is divided by the difference. The result
is then added to that portion of the Funds yield, if any, that is not tax-
exempt.
Assuming federal marginal tax rates of 28%, 31%, 36% and 39.6%, the
taxable equivalent current yields of Tax-Free Fund for the seven-day period
ended July 31, 1996 were 4.12%, 4.30%, 4.64% and 4.92%, respectively. Assuming
the same federal marginal tax rates, the taxable equivalent effective yields of
Tax-Free Fund for the seven-day period ended July 31, 1996 were 4.18%, 4.36%,
4.70% and 4.98%, respectively.
DIRECTORS AND OFFICERS
Directors and officers of Great Hall, together with information as to
their principal occupations during the past five years, are set forth below.
Except as otherwise set forth below, the address of each officer and director
is the same as that of Great Hall - 60 South Sixth Street, Minneapolis,
Minnesota 55402.
Principal Occupations During the
Name and Address Position Past Five Years and Other Affiliations
- ---------------- -------- --------------------------------------
T. Geron ("Jerry") Bell Director President of the Minnesota Twins
34 Puckett Place Baseball Club Incorporated since 1987.
Minneapolis, MN 55415
Sandra J. Hale Director President of Enterprise Management,
2308 West Lake of the Int'l. since 1991; Minnesota
Isles Pkwy. Commissioner of Administration from
Minneapolis, MN 55405 1982 to 1990.
Ron James* Director President and Chief Executive Officer
150 South Fifth Street, of Ceridian Corporation-Human
Suite 3300 Resources Group since January 1996;
Minneapolis, MN 55402 Vice President - Minnesota of U.S.
West Communications from 1990 to
December 1995; Vice President and
General Manager-Large Business
Markets of U.S. West
Communications from 1987 to 1990;
Director of The St. Paul Companies
since 1993.
Principal Occupations During the
Name and Address Position Past Five Years and Other Affiliations
- ---------------- -------- --------------------------------------
Jay H. Wein Director Independent consultant since April
7401 Metro Drive 1995; Chairman of Information
Edina, MN 55439 Advantage, Inc. from 1992 to April
1995; Retired in August 1989 after 15
years as Office Managing Partner of
the Minneapolis/St. Paul Office of
Arthur Andersen & Co.
J. Scott Spiker Chief Executive President, Chief Executive Officer and
Officer Director of AMS and Chief Executive
Officer of Insight since October 1994;
Senior Vice President of IFG since
February 1994; Executive Vice
President and Business Manager,
Employee Benefit Services, of
Norwest Corporation from 1990
through January 1994; Product
Manager, Institutional Collective
Funds, of Norwest Corporation from
1989 through January 1994.
Raye C. Kanzenbach Vice President Vice President and Senior
Portfolio Manager of Insight;
prior to 1991, Director, Senior
Vice President and Secretary of
Insight Bond Management, Inc.
since 1983.
Julie K. Getchell Chief Financial President and Chief Operating Officer
Officer of Insight and Senior Vice President,
Secretary, Treasurer and Chief
Financial Officer of AMS; prior to
1991, Vice President of Dain Bosworth
Incorporated since 1985.
Matthew L. Thompson Secretary Partner of Faegre & Benson LLP,
2200 Norwest Center Great Hall's general counsel, since
90 South Seventh Street May 1995; Vice President, Assistant
Minneapolis, MN 55402 Secretary and Corporate/Fund Counsel
of IFG from January 1994 to May 1995;
prior thereto, Partner of Dorsey &
Whitney since 1993 and Associate
of Dorsey & Whitney from 1985
through 1992.
_____________________________
* Mr. James may be deemed to be an "interested" Director because he is a
director of The St. Paul Companies, which owns a majority interest in a
registered broker-dealer.
The annual compensation of each Director is $6,000 plus $1,000 for each
meeting attended. No compensation is paid by Great Hall to its officers. The
following table sets forth for such period the aggregate compensation
(excluding expenses) paid by Great Hall to its directors during the fiscal year
ended July 31, 1996:
COMPENSATION TABLE
------------------
Pensions or Retirement
Aggregate Benefits Accrued
Compensation as part of
Name of Director from Great Hall Great Hall Expenses
T. Geron (Jerry) Bell $11,000 None
Sandra J. Hale $11,000* None
Ron James $10,000 None
Jay H. Wein $11,000* None
________________________
* Director was paid an additional $6,000 from Insight for additional work
during the year.
Additional directors of AMS are as follows:
Name Other Positions
--------------------- ---------------------------------
Irving Weiser Chairman, Chief Executive Officer and
President of IFG; Chairman and Chief
Executive Officer of Dain Bosworth Inc.
John C. Appel President and Chief Operating Officer of
Dain Bosworth Inc.
Louis C. Fornetti Executive Vice President, Chief
Financial Officer and Treasurer of IFG;
Chief Executive Officer and President of
Regional Operations Group, Inc.
William A. Johnstone Chief Executive Officer of Rauscher
Pierce Refsnes
Sharon R. Quay Executive Vice President and Director of
Human Resources of IFG
GENERAL INFORMATION
Under the terms of the Custodian Agreement, the Custodian holds the
portfolio securities of each Fund and keeps all necessary related accounts and
records. For its services, the Custodian receives from each Fund a monthly fee
based upon the average market value of such Fund's securities held in custody
plus securities transaction charges; it is also reimbursed for certain out-of-
pocket expenses.
Under the terms of the Transfer Agency Agreement, the Transfer Agent
maintains the shareholder account records for each Fund, handles certain
communications between shareholders and each Fund, distributes dividends and
distributions payable by each Fund and produces statements with respect to
account activity for each Fund and its shareholders. For these services, the
Transfer Agent receives a monthly fee computed on the basis of the number of
shareholder accounts the Transfer Agent maintains for each Fund during the
month and is also reimbursed for certain out-of-pocket expenses.
The Co-Distributors and Regional Operations Group, Inc. ("ROG"), also a
wholly-owned subsidiary of IFG, 312 South Third Street, Minneapolis, Minnesota,
perform certain shareholder account services for the Funds pursuant to a
Shareholder Account Service Agreement. Under the terms of the Shareholder
Account Service Agreement, the Co-Distributors and ROG disburse or credit all
proceeds of redemptions, dividends and other distributions to shareholders,
handle certain communications between shareholders and each Fund, prepare
shareholder records, maintain a master account with the Transfer Agent on
behalf of shareholders and perform other related services. For their services,
the Co-Distributors and ROG receive a monthly fee computed on the basis of the
number of shareholder accounts that are maintained for each Fund during the
month and are also reimbursed for certain out-of-pocket expenses.
Great Hall maintains accounting records that specifically allocate assets
and liabilities on a series by series basis. The shares of each series
represent an undivided interest in the assets and liabilities specifically
allocated to that series. Creditors and other persons contracting with Great
Hall with respect to a series may look solely to the assets of that series to
satisfy claims against Great Hall.
All Fund shares are the same class and are freely transferable. Each
share has equal dividend rights and is entitled to one vote at all shareholder
meetings. Separate votes are taken by each series of Great Hall except to the
extent that the 1940 Act requires shares of all series to be voted in the
aggregate. Shares have non-cumulative voting rights, so that the holders of
more than 50% of the shares can, if they choose to do so, elect all the
directors of Great Hall, in which event the holders of the remaining shares
will be unable to elect any person as a director. Whenever the approval of a
majority of the outstanding shares of a series of Great Hall is required in
connection with shareholder approval of an investment advisory agreement,
changes in the investment objectives, policies or limitations of that series,
or changes in the distribution expense plan, a "majority" shall mean the vote
of the lesser of: (a) 67% or more of the shares of such series present at a
meeting, if the holders of more than 50% of the outstanding shares of such
series are present in person or by proxy; or (b) more than 50% of the
outstanding shares of such series. To the knowledge of Great Hall, no
shareholder beneficially owned 5% or more of any Fund's shares as of
September 29, 1996.
Great Hall is not required under Minnesota law to hold annual or
periodically scheduled regular meetings of shareholders, and does not intend to
hold such meetings. The Board of Directors may convene shareholder meetings
when it deems appropriate. In addition, if a regular meeting of shareholders
has not been held during the immediately preceding fifteen months, a
shareholder or shareholders holding three percent or more of the voting shares
of Great Hall may demand a regular meeting of shareholders by written notice of
demand given to the chief executive officer or the chief financial officer of
Great Hall. Within ninety days after receipt of the demand, a regular meeting
of shareholders must be held at the expense of Great Hall. Irrespective of
whether a regular meeting of shareholders has been held during the immediately
preceding fifteen months, in accordance with Section 16(c) of the 1940 Act, the
Board of Directors of Great Hall shall promptly call a meeting of shareholders
for the purpose of voting upon the question of removal of any director when
requested in writing to do so by the record holders of not less than 10% of the
outstanding shares, and Great Hall will assist in communications with other
shareholders as required by the 1940 Act.
Under Minnesota law, the Board of Directors has overall responsibility
for managing Great Hall in good faith, in a manner reasonably believed to be in
the best interests of Great Hall, and with the care an ordinarily prudent
person in a like position would exercise in similar circumstances.
Under Minnesota law, directors owe Great Hall and its shareholders
certain fiduciary duties, including a duty of "loyalty" (to act in good faith
and in the best interests of Great Hall) and a duty of "care" (to act with the
care that a reasonably prudent person would exercise under similar
circumstances). Minnesota law authorizes corporations to eliminate the
personal monetary liability of directors to the corporation or its shareholders
for breach of the duty of "care." Directors of corporations adopting such a
limitation provision still owe the corporation this duty of "care," but under
most circumstances cannot be sued for monetary damages for breaches of such
duty. The Articles of Incorporation of Great Hall limit the liability of
directors to the fullest extent permitted by law.
The directors of Great Hall remain fully liable (including possibly for
monetary damages) for breaches of their duty of "loyalty," for self-dealing,
for bad faith and intentional misconduct, and for violations of the 1933 Act,
the Securities Act of 1934, and certain provisions of Minnesota corporation
law. Additionally, the 1940 Act prohibits limiting a director's liability for
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
director's duties in the conduct of the director's office, and it is uncertain
whether and to what extent directors remain liable for monetary damages for
violations of the 1940 Act. The SEC staff has taken the position that
investment company directors remain liable for monetary damages under certain
circumstances.
Upon issuance and sale in accordance with the terms of the Fund's
Prospectus and Statement of Additional Information, each share of a Fund will
be fully paid and non-assessable. Shares have no preemptive, subscription or
conversion rights and are redeemable as set forth under "How To Redeem Shares"
in the Prospectus. In the event of the dissolution or liquidation of Great
Hall, the holders of the shares of any Fund are entitled to receive, as a
class, the underlying assets of such Fund available for distribution to
shareholders.
COUNSEL AND AUDITORS
Faegre & Benson LLP, 2200 Norwest Center, 90 South Seventh Street,
Minneapolis, Minnesota 55402, serves as Great Hall's general counsel.
Lindquist & Vennum PLLP, 4200 IDS Center, 80 South Eighth Street, Minneapolis,
Minnesota 55402, serves as counsel to Great Hall's disinterested directors.
KPMG Peat Marwick LLP, 90 South Seventh Street, 4200 Norwest Tower,
Minneapolis, Minnesota 55402, has been selected as the independent auditors of
Great Hall for its fiscal year ending July 31, 1997.
APPENDIX
RATINGS OF INVESTMENTS
The following is a description of Standard & Poor's Corporation ("S&P")
and Moody's Investors Service, Inc. ("Moody's") commercial paper, loan, note
and bond ratings. To the extent that ratings accorded by S&P or Moody's may
change as a result of changes in such organizations, the Funds will attempt to
use comparable rating standards for their permissible investments.
Description of Moody's Commercial Paper, Loan and Note Ratings.
The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations.
Repayment capacity will normally be evidenced by the following characteristics:
* Leading market positions in well established industries.
* High rates of return on funds employed.
* Conservative capitalization structures with moderate reliance on debt
and ample asset protection.
* Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
* Well established access to a range of financial markets and assured
sources of alternate liquidity.
Issuers rated Prime-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample alternative liquidity is
maintained.
Issuers rated Prime-3 (or related supporting institutions) have an
acceptable capacity for repayment of short-term promissory obligations. The
effect of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and the requirement for relatively
high financial leverage. Adequate alternate liquidity is maintained.
Loans bearing the designation MIG-1 by Moody's are of the best quality,
enjoying strong protection from established cash flows, superior liquidity
support or demonstrated broad-based access to the market for refinancing.
Loans bearing the designation of MIG-2 are of high quality, with margins
of protection ample although not so large as the preceding group.
Loans bearing the designation of MIG-3 are of favorable quality. All
security elements are accounted for but there is lacking the undeniable
strength of the preceding grades. Liquidity and cash flow protection may be
narrow and market access for refinancing is likely to be less well established.
Description of S&P's Commercial Paper and Municipal Note Ratings
The rating A is the highest commercial paper rating assigned by S&P.
Issues in this category have the greatest capacity for timely payment and are
delineated with the numbers 1, 2 and 3 to indicate the relative degree of
safety.
The designation A-1 indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+) sign
designation.
The designation A-2 indicates that the capacity for timely payment is
strong. However, the relative degree of safety is not as high as for issues
designated "A-1."
The designation A-3 indicates a satisfactory capacity for timely payment.
However, issues with this designation are somewhat more vulnerable to the
adverse effects of changes in circumstances than issues carrying the higher
designations.
Municipal notes rated SP-1 have a very strong or strong capacity to pay
principal and interest. Those issuers determined to possess overwhelming
safety characteristics will be given a plus (+) designation.
Municipal notes rated SP-2 have a satisfactory capacity to pay principal
and interest.
Municipal notes rated SP-3 have a speculative capacity to pay principal
and interest.
Description of S&P's Bond Ratings
AAA-Bonds rated AAA have the highest rating assigned by S&P to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.
AA-Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from AAA issues only in a small degree.
A-Bonds rated A have a strong capacity to pay interest and repay
principal, although they are somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than bonds in higher rated
categories.
BBB-Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Although they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for bonds in this category than for bonds in higher-rated categories.
BB, B, CCC, CC, C-Bonds rated BB, B, CCC, CC and C are regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and C the highest degree of
speculation. While such bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.
Plus (+) or (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
Description of Moody's Bond Ratings
Aaa-Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
Aa-Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than with respect
to Aaa securities.
A-Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.
Baa-Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba-Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B-Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa-Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to principal
or interest.
Within each rating classification from Aa through B, Moody's has assigned
the numerical modifiers 1, 2 and 3. The modifier 1 indicates that a security
ranks in the high end of that rating category, 2 in the mid-range of a category
and 3 nearer the low end of a category.
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
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.
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.
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>
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
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
GREAT HALL INVESTMENT FUNDS, INC.
Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A
PART C
OTHER INFORMATION
PART C
OTHER INFORMATION
Item 24 -- Financial Statements and Exhibits
(a) Financial statements for each of Series A through Series C of Great
Hall Investment Funds, Inc. are included as part of such series' Statement of
Additional Information.
(b) Exhibits:
1 Articles of Incorporation
2 Bylaws*
3 Not applicable
4 Not applicable
5 Investment Advisory Agreement*
6 Co-Distributor Agreement*
7 Not applicable
8 Custodian Contract*
9.1 Transfer Agency Agreement
9.2 Shareholder Account Services Agreement
10 Opinion and Consent of Faegre & Benson LLP*
11 Consent of KPMG Peat Marwick L.L.P.
12 Not applicable
13 Letter of Investment Intent*
14 Not applicable
15 Not applicable
16 Schedules Supporting Computations of Performance Data*
17 Powers of Attorney*
18.1 Officers/Directors of Dain Bosworth Incorporated
18.2 Officers/Directors of Rauscher Pierce Refsnes, Inc.
19 Code of Ethics*
*Incorporated by reference to the like numbered exhibit to Post-Effective
Amendment No. 7 to the Registration Statement filed on November 29, 1995.
Item 25 -- Persons Controlled by or Under Common Control with Registrant
See the information set forth under the caption "Investment Management"
in the accompanying Prospectuses (Part A of this Registration Statement) and
under the captions "Management and Distribution Agreements" and "Directors and
Officers" in the accompanying Statements of Additional Information (Part B of
this Registration Statement).
Item 26 -- Number of Holders of Securities
The following table sets forth the number of holders of shares of the
Registrant as of July 31, 1996:
Title of Class Number of Record Holders
Series A Common Shares,
par value $.01 per share 283,348
Series B Common Shares,
par value $.01 per share 5,967
Series C Common Shares,
par value $.01 per share 9,488
Item 27 -- Indemnification
The Articles of Incorporation (Exhibit 1) and Bylaws (Exhibit 2) of the
Registrant provide that the Registrant shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to the
full extent permitted by Section 302A.521 of the Minnesota Statutes, as now
enacted or hereafter amended, provided that no such indemnification may be made
if it would be in violation of Section 17(h) of the Investment Company Act of
1940, as now enacted or hereafter amended. Section 302A.521 of the Minnesota
Statutes, as now enacted, provides that a corporation shall indemnify a person
made or threatened to be made a party to a proceeding against judgments,
penalties, fines, settlements and reasonable expenses, including attorneys'
fees and disbursements, incurred by the person in connection with the
proceeding, if, with respect to the acts or omissions of the person complained
of in the proceeding, the person: (a) has not been indemnified by another
organization for the same judgments, penalties, fines, settlements and
reasonable expenses incurred by the person in connection with the proceeding
with respect to the same acts or omissions; (b) acted in good faith;
(c) received no improper personal benefit; (d) complied with the Minnesota
Statute dealing with directors' conflicts of interest, if applicable; (e) in
the case of a criminal proceeding, had no reasonable cause to believe the
conduct was unlawful; and (f) reasonably believed that the conduct was in the
best interests of the corporation or, in certain circumstances, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Item 28 -- Business and Other Connections of Investment Adviser
Information on the business of the Registrant's investment adviser and on
the officers and directors of the investment adviser is set forth under the
caption "Investment Management" in the accompanying Prospectuses (Part A of
this Registration Statement) and under the captions "Management and
Distribution Agreements" and "Directors and Officers" in the accompanying
Statements of Additional Information (Part B of this Registration Statement).
Item 29 -- Principal Underwriters
(a) As set forth in the accompanying Prospectus and Statement of
Additional Information, Dain Bosworth Incorporated ("Dain") and Rauscher Pierce
Refsnes, Inc. ("Rauscher") serve as the principal underwriters of the
Registrant's shares of common stock. As of the date of this filing, neither
Dain nor Rauscher serves as a principal underwriter to any other registered
investment companies.
(b) The names, positions and offices of directors and officers of each
Co-Distributor are set forth in Exhibits 18.1 and 18.2. The principal business
address of each director and officer of Dain is 60 South Sixth Street,
Minneapolis, Minnesota 55402, and the principal business address of each
director and executive officer of Rauscher is CityPlace, 2711 North Haskell
Avenue, Dallas, Texas 75204.
(c) Not applicable.
Item 30 -- Location of Accounts and Records
The custodian and administrative and accounting services agent of the
Registrant is Norwest Bank Minnesota, N.A., 90 South Seventh Street,
Minneapolis, Minnesota 55402. The dividend disbursing agent and transfer agent
is Rodney Square Management Corporation, 1105 North Market Street, Fifth Floor,
Wilmington, Delaware 19890-0001. Other records will be maintained by the
Registrant at its principal offices, which are located at 60 South Sixth
Street, Minneapolis, Minnesota 55402.
Item 31 -- Management Services
Not applicable.
Item 32 -- Undertakings
(a) Not applicable.
(b) Not applicable.
(c) Registrant hereby undertakes to furnish to each person to whom a
prospectus of any series of the Registrant the latest Annual Report of such
series. Such Annual Report will be furnished by the Registrant without charge
upon request by any such person.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment to its Registration Statement on Form N-1A to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Minneapolis, and
State of Minnesota, on the 27th day of November, 1996.
GREAT HALL INVESTMENT FUNDS, INC.
By /s/ J. Scott Spiker
J. Scott Spiker
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement on Form N-1A has been signed
below by the following persons in the capacities and on the date indicated.
Name/Signature Title Date
- -------------- ----- ----
/s/ J. Scott Spiker Chief Executive Officer
J. Scott Spiker (Principal Executive Officer) November 27, 1996
/s/ Julie K. Getchell Chief Financial Officer
Julie K. Getchell (Principal Financial and
Accounting Officer) November 27, 1996
T. Geron Bell* Director
Sandra J. Hale* Director
Ron James* Director
Jay H. Wein* Director
*By /s/ Julie K. Getchell
Julie K. Getchell,
Attorney-in-Fact November 27,1996
(Pursuant to Powers of Attorney dated August 17, 1994, filed as Exhibit 17 to
Post-Effective Amendment No. 7 to the Registration Statement on November 29,
1995.)
EXHIBIT INDEX
Exhibit Description Page
1 Articles of Incorporation Filed Electronically
2 Bylaws*
3 Not applicable
4 Not applicable
5 Investment Advisory Agreement*
6 Co-Distributor Agreement*
7 Not applicable
8 Custodian Contract*
9.1 Transfer Agency and Service Agreement Filed Electronically
9.2 Shareholder Account Services Agreement Filed Electronically
10 Opinion and Consent of Faegre
& Benson LLP*
11 Consent of KPMG Peat Marwick L.L.P. Filed Electronically
12 Not applicable
13 Letter of Investment Intent*
14 Not applicable
15 Not applicable
16 Schedules Supporting Computations
of Performance Data*
17 Powers of Attorney*
18.1 Officers/Directors of Dain
Bosworth Incorporated Filed Electronically
18.2 Officers/Directors of Rauscher
Pierce Refsnes, Inc. Filed Electronically
19 Code of Ethics*
*Incorporated by reference to the like numbered exhibit to Post-Effective
Amendment No. 7 to the Registration Statement filed on November 29, 1995.
GREAT HALL INVESTMENT FUNDS, INC.
REGISTRATION STATEMENT 1996
EXHIBIT INDEX
EX-99.INDEX Exhibit Index
EX-99.B1 CHARTER Articles of Incorporation
EX-99.B8.2 CUST CONT Custodian Contract Addendum 2
EX-99.B9.1 OTH CONTR Transfer Agency and Service Agreement
EX-99.B9.2 OTH CONTR Shareholder Account Services Agreement
EX-99.B11 OTH CONSNT Consent of KPMG Peat Marwick LLP
EX-99.B18.1 OFFICERS Officers/Directors of Dain Bosworth Incorporated
EX-99.B18.2 OFFICERS Officers/Directors of Rauscher Pierce Refsnes, Inc.
EX-27.1 PRIME FUND Financial Data Schedule - Prime Money Market Fund
EX-27.2 GOVT FUND Financial Data Schedule - U.S. Gov't Money Market Fund
EX-27.3 TAXFREE FUND Financial Data Schedul - Tax-Free Money Market Fund
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
GREAT HALL INVESTMENT FUNDS, INC.
The undersigned, Peter O. Torvik and Michael J. Radmer, Chief
Executive Officer and Secretary, respectively, of Great Hall Investment Funds,
Inc. (the "Corporation"), a Minnesota corporation, hereby certify as follows:
1. The name of the Corporation is Great Hall Investment Funds,
Inc.
2. At meetings duly called and held (pursuant to the requirements
of the Minnesota Statutes, Chapter 302A) on November 18, 1992 and March 3,
1993, the Corporation's Board of Directors and shareholders, respectively,
adopted and approved the following Restated Articles of Incorporation of the
Corporation to replace the Corporation's existing Articles of Incorporation
(as amended) in their entirety, and directed that the officers of the
Corporation file the following Restated Articles of Incorporation in the
office of the Minnesota Secretary of State.
____________________________
RESTATED ARTICLES OF INCORPORATION
OF
GREAT HALL INVESTMENT FUNDS, INC.
For the purpose of forming a corporation pursuant to the provisions of
Minnesota Statutes, Chapter 302A, the following Restated Articles of
Incorporation are adopted:
1. The name of the corporation (the "Corporation") is Great Hall
Investment Funds, Inc.
2. The Corporation shall have general business purposes and shall
have unlimited power to engage in and do any lawful act concerning any and all
lawful businesses for which corporations may be organized under the Minnesota
Statutes, Chapter 302A. Without limiting the generality of the foregoing, the
Corporation shall have specific power:
(a) To conduct, operate and carry on the business of a so-called
"open-end" management investment company pursuant to applicable state and
federal regulatory statutes, and exercise all the powers necessary and
appropriate to the conduct of such operations.
(b) To purchase, subscribe for, invest in or otherwise acquire,
and to own, hold, pledge, mortgage, hypothecate, sell, possess, transfer or
otherwise dispose of, or turn to account or realize upon, and generally deal
in, all forms of securities of every kind, nature, character, type and form,
and other financial instruments which may not be deemed to be securities,
including but not limited to futures contracts and options thereon. Such
securities and other financial instruments may include but are not limited to
shares, stocks, bonds, debentures, notes, scrip, participation certificates,
rights to subscribe, warrants, options, certificates of deposit, bankers'
acceptances, repurchase agreements, commercial paper, choses in action,
evidences of indebtedness, certificates of indebtedness and certificates of
interest of any and every kind and nature whatsoever, secured and unsecured,
issued or to be issued, by any corporation, company, partnership (limited or
general), association, trust, entity or person, public or private, whether
organized under the laws of the United States, or any state, commonwealth,
territory or possession thereof, or organized under the laws of any foreign
country, or any state, province, territory or possession thereof, or issued or
to be issued by the United States government or any agency or instrumentality
thereof, options on stock indexes, stock index and interest rate futures
contracts and options thereon, and other futures contracts and options
thereon.
(c) In the above provisions of this Article 2, purposes shall also
be construed as powers and powers shall also be construed as purposes, and the
enumeration of specific purposes or powers shall not be construed to limit
other statements of purposes or to limit purposes or powers which the
Corporation may otherwise have under applicable law, all of the same being
separate and cumulative, and all of the same may be carried on, promoted and
pursued, transacted or exercised in any place whatsoever.
3. The Corporation shall have perpetual existence.
4. The location and post office address of the registered office
in Minnesota is 60 South Sixth Street, Minneapolis, Minnesota 55402.
5. The total authorized number of shares of the Corporation is 10
trillion (10,000,000,000,000), all of which shall be common shares of the par
value of $.01 per share (individually, a "Share" and collectively, the
"Shares"). The Corporation may issue and sell any of its Shares in fractional
denominations to the same extent as its whole Shares, and Shares and
fractional denominations shall have, in proportion to the relative fractions
represented thereby, all the rights of whole Shares, including, without
limitation, the right to vote, the right to receive dividends and
distributions, and the right to participate upon liquidation of the
Corporation.
(a) One hundred billion (100,000,000,000) of the Shares may be
issued by the Corporation in a series designated "Series A Common Shares;" one
hundred billion (100,000,000,000) of the Shares may be issued by the
Corporation in a series designated "Series B Common Shares;" one hundred
billion (100,000,000,000) of the Shares may be issued by the Corporation in a
series designated "Series C Common Shares;" ten billion (10,000,000,000) of
the Shares may be issued by the Corporation in a series designated "Series D
Common Shares;" ten billion (10,000,000,000) of the Shares may be issued by
the Corporation in a series designated "Series E Common Shares;" and the
remaining nine trillion, six hundred eighty billion (9,680,000,000,000) Shares
authorized by this Article 5 shall initially be undesignated Shares (the
"Undesignated Shares"). Any series of the Shares shall be referred to herein
individually as a "Series" and collectively herein, together with any further
series from time to time created by the Board of Directors, as "Series." The
Undesignated Shares may be issued in such Series with such designations,
preferences and relative, participating, optional or other special rights, or
qualifications, limitations or restrictions thereof, as shall be stated or
expressed in a resolution or resolutions providing for the issue of any Series
as may be adopted from time to time by the Board of Directors of the
Corporation pursuant to the authority hereby vested in the Board of Directors.
Each Series of Shares which the Board of Directors may establish, as provided
herein, may evidence, if the Board of Directors shall so determine by
resolution, an interest in a separate and distinct portion of the
Corporation's assets, which shall take the form of a separate portfolio of
investment securities, cash and other assets. Authority to establish such
separate portfolios is hereby vested in the Board of Directors of the
Corporation, and such separate portfolios may be established by the Board of
Directors without the authorization or approval of the holders of any Series
of Shares of the Corporation. Such investment portfolios in which Shares of
the Series represent interests are also hereinafter referred to as "Series."
(b) The Shares of each Series may be classified by the Board of
Directors in one or more classes (individually, a "Class" and, collectively,
together with any other class or classes within any Series, the "Classes")
with such relative rights and preferences as shall be stated or expressed in a
resolution or resolutions providing for the issue of any such Class or Classes
as may be adopted from time to time by the Board of Directors of the
Corporation pursuant to the authority hereby vested in the Board of Directors
and Minnesota Statutes, Section 302A.401, Subd. 3, or any successor provision.
The Shares of each Class within a Series may be subject to such charges and
expenses (including by way of example, but not by way of limitation, front-end
and deferred sales charges, expenses under Rule 12b-1 plans, administration
plans, service plans, or other plans or arrangements, however designated)
adopted from time to time by the Board of Directors in accordance, to the
extent applicable, with the Investment Company Act of 1940, as amended
(together with the rules and regulations promulgated thereunder, the "1940
Act"), which charges and expenses may differ from those applicable to another
Class within such Series, and all of the charges and expenses to which a Class
is subject shall be borne by such Class and shall be appropriately reflected
(in the manner determined by the Board of Directors in the resolution or
resolutions providing for the issue of such Class) in determining the net
asset value and the amounts payable with respect to dividends and
distributions on and redemptions or liquidations of, such Class. Subject to
compliance with the requirements of the 1940 Act, the Board of Directors shall
have the authority to provide that Shares of any Class shall be convertible
(automatically, optionally or otherwise) into Shares of one or more other
Classes in accordance with such requirements and procedures as may be
established by the Board of Directors.
6. The shareholders of each Series (or Class thereof) of common
shares of the Corporation:
(a) shall not have the right to cumulate votes for the election of
directors; and
(b) shall have no preemptive right to subscribe to any issue of
shares of any Series (or Class thereof) of the Corporation now or hereafter
created, designated or classified.
7. A description of the relative rights and preferences of all
Series of Shares (and Classes thereof) is as follows, unless otherwise set
forth in one or more amendments to these Articles of Incorporation or in the
resolution providing for the issue of such Series (and Classes thereof):
(a) On any matter submitted to a vote of shareholders of the
Corporation, all Shares of the Corporation then issued and outstanding and
entitled to vote, irrespective of Series or Class, shall be voted in the
aggregate and not by Series or Class, except: (i) when otherwise required by
Minnesota Statutes, Chapter 302A, in which case shares will be voted by
individual Series or Class, as applicable; (ii) when otherwise required by the
1940 Act or the rules adopted thereunder, in which case shares shall be voted
by individual Series or Class, as applicable; and (iii) when the matter does
not affect the interests of a particular Series or Class thereof, in which
case only shareholders of the Series or Class thereof affected shall be
entitled to vote thereon and shall vote by individual Series or Class, as
applicable.
(b) All consideration received by the Corporation for the issue or
sale of Shares of any Series, together with all assets, income, earnings,
profits and proceeds derived therefrom (including all proceeds derived from
the sale, exchange or liquidation thereof and, if applicable, any assets
derived from any reinvestment of such proceeds in whatever form the same may
be) shall become part of the assets of the portfolio to which the Shares of
that Series relate, for all purposes, subject only to the rights of creditors,
and shall be so treated upon the books of account of the Corporation. Such
assets, income, earnings, profits and proceeds (including any proceeds derived
from the sale, exchange or liquidation thereof and, if applicable, any assets
derived from any reinvestment of such proceeds in whatever form the same may
be) are herein referred to as "assets belonging to" such Series of Shares of
the Corporation.
(c) Assets of the Corporation not belonging to any particular
Series are referred to herein as "General Assets." General Assets shall be
allocated to each Series in proportion to the respective net assets belonging
to such Series. The determination of the Board of Directors shall be
conclusive as to the amount of assets, as to the characterization of assets as
those belonging to a Series or as General Assets, and as to the allocation of
General Assets.
(d) The assets belonging to a particular Series of Shares shall be
charged with the liabilities incurred specifically on behalf of such Series of
Shares ("Special Liabilities"). Such assets shall also be charged with a
share of the general liabilities of the Corporation ("General Liabilities") in
proportion to the respective net assets belonging to such Series of common
shares. The determination of the Board of Directors shall be conclusive as to
the amount of liabilities, including accrued expenses and reserves, as to the
characterization of any liability as a Special Liability or General Liability,
and as to the allocation of General Liabilities among Series.
(e) The Board of Directors may, to the extent permitted by
Minnesota Statutes, Chapter 302A or any successor provision thereto, declare
and pay dividends or distributions in Shares, cash or other property on any or
all Series (or Classes thereof) of Shares, the amount of such dividends and
the payment thereof being wholly in the discretion of the Board of Directors.
(f) In the event of the liquidation or dissolution of the
Corporation, holders of the Shares of any Series shall have priority over the
holders of any other Series with respect to, and shall be entitled to receive,
out of the assets of the Corporation available for distribution to holders of
shares, the assets belonging to such Series of Shares and the General Assets
allocated to such Series of Shares, and the assets so distributable to the
holders of the Shares of any Series shall be distributed among such holders in
proportion to the number of Shares of such Series held by each such
shareholder and recorded on the books of the Corporation, except that, in the
case of a Series with more than one Class of Shares, such distributions shall
be adjusted to appropriately reflect any charges and expenses borne by each
individual Class.
(g) With the approval of a majority of the shareholders of each of
the affected Series of Shares present in person or by proxy at a meeting
called for the following purpose (provided that at least 10% of the issued and
outstanding Shares of the affected Series is present at such meeting in person
or by proxy), the Board of Directors may transfer the assets of any Series to
any other Series. Upon such a transfer, the Corporation shall issue Shares
representing interests in the Series to which the assets were transferred in
exchange for all Shares representing interests in the Series from which the
assets were transferred. Such Shares shall be exchanged at their respective
net asset values.
8. The following additional provisions, when consistent with law,
are hereby established for the management of the business, for the conduct of
the affairs of the Corporation, and for the purpose of describing certain
specific powers of the Corporation and of its directors and shareholders.
(a) In furtherance and not in limitation of the powers conferred
by statute and pursuant to these Articles of Incorporation, the Board of
Directors is expressly authorized to do the following:
(I) to make, adopt, alter, amend and repeal Bylaws of the
Corporation unless reserved to the shareholders by the Bylaws or by the laws
of the State of Minnesota, subject to the power of the shareholders to change
or repeal such Bylaws;
(ii) to distribute, in its discretion, for any fiscal year (in the
year or in the next fiscal year) as ordinary dividends and as capital gains
distributions, respectively, amounts sufficient to enable each Series to
qualify under the Internal Revenue Code as a regulated investment company to
avoid any liability for federal income tax in respect of such year. Any
distribution or dividend paid to shareholders from any capital source shall be
accompanied by a written statement showing the source or sources of such
payment;
(iii) to authorize, subject to such vote, consent, or approval of
shareholders and other conditions, if any, as may be required by any
applicable statute, rule or regulation, the execution and performance by the
Corporation of any agreement or agreements with any person, corporation,
association, company, trust, partnership (limited or general) or other
organization whereby, subject to the supervision and control of the Board of
Directors, any such other person, corporation, association, company, trust,
partnership (limited or general), or other organization shall render
managerial, investment advisory, distribution, transfer agent, accounting
and/or other services to the Corporation (including, if deemed advisable, the
management or supervision of the investment portfolios of the Corporation)
upon such terms and conditions as may be provided in such agreement or
agreements;
(iv) to authorize any agreement of the character described in
subparagraph 3 of this paragraph (a) with any person, corporation,
association, company, trust, partnership (limited or general) or other
organization, although one or more of the members of the Board of Directors or
officers of the Corporation may be the other party to any such agreement or an
officer, director, employee, shareholder, or member of such other party, and
no such agreement shall be invalidated or rendered voidable by reason of the
existence of any such relationship;
(v) to allot and authorize the issuance of the authorized but
unissued Shares of any Series, or Class thereof, of the Corporation;
(vi) to accept or reject subscriptions for Shares of any Series, or
Class thereof, made after incorporation;
(vii) to fix the terms, conditions and provisions of and authorize
the issuance of options to purchase or subscribe for Shares of any Series, or
Class thereof, including the option price or prices at which Shares may be
purchased or subscribed for;
(viii) to take any action which might be taken at a meeting of the
Board of Directors, or any duly constituted committee thereof, without a
meeting pursuant to a writing signed by that number of directors or committee
members that would be required to taken the same action at a meeting of the
Board of Directors or committee thereof at which all directors or committee
members were present; provided, however, that, if such action also requires
shareholder approval, such writing must be signed by all of the directors or
committee members entitled to vote on such matter; and
(ix) to determine what constitutes net income, total assets and the
net asset value of the Shares of each Series (or Class thereof) of the
Corporation. Any such determination made in good faith shall be final and
conclusive, and shall be binding upon the Corporation, and all holders (past,
present and future) of Shares of each Series and Class thereof.
(b) Except as provided in the next sentence of this paragraph (b),
Shares of any Series, or Class thereof, hereafter issued which are redeemed,
exchanged, or otherwise acquired by the Corporation shall return to the status
of authorized and unissued Shares of such Series or Class. Upon the
redemption, exchange, or other acquisition by the Corporation of all
outstanding Shares of any Series (or Class thereof), hereafter issued, such
Shares shall return to the status of authorized and unissued Shares without
designation as to series (if no Shares of the Series remain outstanding) or
with the same designation as to Series, but no designation as to class within
such Series (if Shares of such Series remain outstanding, but no Shares of
such Class thereof remain outstanding), and all provisions of these articles
of incorporation relating to such Series, or Class thereof (including, without
limitation, any statement establishing or fixing the rights and preferences of
such Series, or Class thereof,), shall cease to be of further effect and shall
cease to be a part of these articles. Upon the occurrence of such events, the
Board of Directors of the Corporation shall have the power, pursuant to
Minnesota Statutes Section 302A.135, Subdivision 5 or any successor provision
and without shareholder action, to cause restated articles of incorporation of
the Corporation to be prepared and filed with the Secretary of State of the
State of Minnesota which reflect such removal from these articles of all such
provisions relating to such Series, or Class thereof.
(c) The determination as to any of the following matters made by
or pursuant to the direction of the Board of Directors consistent with these
Articles of Incorporation and in the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of duties, shall be final and
conclusive and shall be binding upon the Corporation and every holder of
shares of its capital stock: namely, the amount of the assets, obligations,
liabilities and expenses of each Series (or Class thereof) of the Corporation;
the amount of the net income of each Series (or Class thereof) of the
Corporation from dividends and interest for any period and the amount of
assets at any time legally available for the payment of dividends in each
Series (or Class thereof); the amount of paid-in surplus, other surplus,
annual or other net profits, or net assets in excess of capital, undivided
profits, or excess of profits over losses on sales of securities of each
Series (or Class thereof); the amount, purpose, time of creation, increase or
decrease, alteration or cancellation of any reserves or charges and the
propriety thereof (whether or not any obligation or liability for which such
reserves or charges shall have been created shall have been paid or
discharged); the market value, or any sale, bid or asked price to be applied
in determining the market value, of any security owned or held by or in each
Series of the Corporation; the fair value of any other asset owned by or in
each Series of the Corporation; the number of Shares of each Series (or Class
thereof) of the Corporation issued or issuable; any matter relating to the
acquisition, holding and disposition of securities and other assets by each
Series of the Corporation; and any question as to whether any transaction
constitutes a purchase of securities on margin, a short sale of securities, or
an underwriting of the sale of, or participation in any underwriting or
selling group in connection with the public distribution of any securities.
(d) The Board of Directors or the shareholders of the Corporation
may adopt, amend, affirm or reject investment policies and restrictions upon
investment or the use of assets of each Series of the Corporation and may
designate some such policies as fundamental and not subject to change other
than by a vote of a majority of the outstanding voting securities, as such
phrase is defined in the 1940 Act, of the affected Series of the Corporation.
9. The Corporation shall indemnify such persons for such expenses
and liabilities, in such manner, under such circumstances, and to the full
extent permitted by Section 302A.521 of the Minnesota Statutes, as now enacted
or hereafter amended, provided, however, that no such indemnification may be
made if it would be in violation of Section 17(h) of the 1940 Act, as now
enacted or hereafter amended.
10. To the fullest extent permitted by the Minnesota Statutes,
Chapter 302A, as the same exists or may hereafter be amended (except as
prohibited by the 1940 Act, as the same exists or may hereafter be amended), a
director of the Corporation shall not be liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director.
____________________________
IN WITNESS WHEREOF, the undersigned duly elected and serving Chief
Executive Officer and Secretary of Great Hall Investment Funds, Inc. have
executed this Certificate of Amendment to the Articles of Incorporation of
Great Hall Investment Funds, Inc. on March 4, 1993.
Peter O. Torvik
---------------------------------------------
Peter O. Torvik, Chief Executive Officer
Michael J. Radmer
---------------------------------------------
Michael J. Radmer, Secretary
ARTICLES OF AMENDMENT
TO
RESTATED ARTICLES OF INCORPORATION
OF
GREAT HALL INVESTMENT FUNDS, INC.
The undersigned officer of Great Hall Investment Funds, Inc. (the
"Corporation"), a corporation subject to the provisions of Chapter 302A of the
Minnesota Statutes, hereby certifies that the Corporation's Board of Directors
and shareholders, at meetings held August 21, 1996, and November 8, 1996,
respectively, adopted the resolutions hereinafter set forth; and such officer
further certifies that the amendments to the Corporation's Restated Articles of
Incorporation set forth in such resolutions were adopted pursuant to said
Chapter 302A.
WHEREAS, the Corporation is registered as an open end management
investment company (i.e., a mutual fund) under the Investment Company Act
of 1940 and offers its shares to the public in several series, each of
which represents a separate and distinct portfolio of assets; and
WHEREAS, it is desirable and in the best interests of the holders of the
Series D common shares of the Corporation that the assets belonging to
such series be sold to Voyageur Insured Funds, Inc. ("Voyageur"), a
Minnesota corporation and an open end management investment company
registered under the Investment Company Act of 1940, in exchange for the
Series A Class A shares of Voyageur (also known as the "Voyageur Minnesota
Insured Fund"); and
WHEREAS, the Corporation wishes to provide for the pro rata distribution
of such shares of Voyageur received by it to holders of the Corporation's
Series D shares and the simultaneous cancellation, redemption and
retirement of the outstanding Series D shares of the Corporation; and
WHEREAS, the Corporation and Voyageur have entered into an Agreement and
Plan of Reorganization providing for the foregoing transactions; and
WHEREAS, the Agreement and Plan of Reorganization requires that, in order
to bind all holders of the Corporation's Series D shares to the foregoing
transactions, and in particular to bind such holders to the cancellation,
redemption and retirement of the outstanding Series D shares of the
Corporation, it is necessary to adopt an amendment to the Corporation's
Restated Articles of Incorporation.
NOW, THEREFORE, BE IT RESOLVED, that the Corporation's Restated Articles
of Incorporation be, and the same hereby are, amended to add the following
Article 5A following Article 5 thereof:
5A. (a) For purposes of this Article 5A, the following terms shall
have the following meanings:
"Corporation" means this corporation.
"Voyageur" means Voyageur Insured Funds, Inc., a Minnesota
corporation.
"Acquired Fund" means the portfolio of assets and liabilities
represented by the Corporation's Series D shares.
"Acquired Fund Shares" means the Corporation's Series D shares.
"Acquiring Fund" means Voyageur's Minnesota Insured Fund, which is
represented by Voyageur's Series A shares.
"Acquiring Fund Shares" means Voyageur's Series A shares.
"Class A Acquiring Fund Shares" means the Acquiring Fund's Class A
shares.
"Effective Time" means 4:00 p.m. Eastern time on the date upon which
these Articles of Amendment are filed with the Minnesota Secretary of
State.
(b) At the Effective Time, the assets belonging to the Acquired
Fund, the Special Liabilities associated with such assets, and the
General Assets and General Liabilities allocated to the Acquired Fund,
shall be sold to and assumed by the Acquiring Fund in return for Class A
Acquiring Fund Shares, all pursuant to the Agreement and Plan of
Reorganization between the Corporation and Voyageur relating thereto. For
purposes of the foregoing, the terms "assets belonging to," "Special
Liabilities," "General Assets" and "General Liabilities" have the meanings
assigned to them in Article 7 of the Corporation's Restated Articles of
Incorporation.
(c) The number of Class A Acquiring Fund Shares to be received by the
Acquired Fund and distributed by it to the respective Acquired Fund
shareholders shall be determined as follows:
(i) The net asset value per share of the Acquired Fund Shares
shall be computed as of the Effective Time using the valuation
procedures set forth in the Acquired Fund's Restated Articles of
Incorporation, its bylaws, its then-current Prospectus and
Statement of Additional Information, and as may be required by the
Investment Company Act of 1940, as amended.
(ii) The total number of Class A Acquiring Fund Shares to be
issued (including fractional shares, if any) in exchange for the
assets and liabilities of the Acquired Fund shall have an aggregate
net asset value equal to the aggregate net asset value of all of
the Acquired Fund Shares immediately prior to the Effective Time,
as determined pursuant to (i) above.
(iii) Immediately after the Effective Time, the Acquired
Fund shall distribute to the Acquired Fund shareholders in
liquidation of the Acquired Fund pro rata (based upon the ratio
that the number of Acquired Fund Shares owned by each Acquired Fund
shareholder immediately prior to the Effective Time bears to the
total number of issued and outstanding Acquired Fund Shares of such
class immediately prior to the Effective Time) the full and
fractional Class A Acquiring Fund Shares received by the Acquired
Fund pursuant to (i) and (ii) above. Accordingly, each holder of
Acquired Fund Shares shall receive, immediately after the Effective
Time, Class A Acquiring Fund Shares with an aggregate net asset
value equal to the aggregate net asset value of the Acquired Fund
Shares owned by such Acquired Fund shareholder immediately prior to
the Effective Time.
(d) The distribution of Class A Acquiring Fund Shares to Acquired
Fund shareholders provided for in paragraph (c) above shall be
accomplished by the issuance of such Class A Acquiring Fund Shares to
open accounts on the share records of the Acquiring Fund in the names of
the Acquired Fund shareholders representing the numbers of Class A
Acquiring Fund Shares due each such shareholder pursuant to the foregoing
provisions. All issued and outstanding Acquired Fund Shares shall
simultaneously be canceled on the books of the Acquired Fund, redeemed
and retired. From and after the Effective Time, share certificates
formerly representing Acquired Fund Shares shall represent the numbers of
Class A Acquiring Fund Shares determined in accordance with the foregoing
provisions.
(e) From and after the Effective Time, the Acquired Fund Shares
canceled and retired pursuant to paragraph (d) above shall have the status
of authorized and unissued common shares of the Corporation, without
designation as to series.
IN WITNESS WHEREOF, the undersigned officer of the Corporation has
executed these Articles of Amendment on behalf of the Corporation on November
8, 1996.
GREAT HALL INVESTMENT FUNDS, INC.
By Matthew L. Thompson
-----------------------------
Name Matthew L. Thompson
-----------------------------
Title Secretary
-----------------------------
ARTICLES OF AMENDMENT
TO
RESTATED ARTICLES OF INCORPORATION
OF
GREAT HALL INVESTMENT FUNDS, INC.
The undersigned officer of Great Hall Investment Funds, Inc. (the
"Corporation"), a corporation subject to the provisions of Chapter 302A of the
Minnesota Statutes, hereby certifies that the Corporation's Board of Directors
and shareholders, at meetings held August 21, 1996, and November 8, 1996,
respectively, adopted the resolutions hereinafter set forth; and such officer
further certifies that the amendments to the Corporation's Restated Articles of
Incorporation set forth in such resolutions were adopted pursuant to said
Chapter 302A.
WHEREAS, the Corporation is registered as an open end management
investment company (i.e., a mutual fund) under the Investment Company Act
of 1940 and offers its shares to the public in several series, each of
which represents a separate and distinct portfolio of assets; and
WHEREAS, it is desirable and in the best interests of the holders of the
Series E common shares of the Corporation that the assets belonging to
such series be sold to Voyageur Mutual Funds, Inc. ("Voyageur"), a
Minnesota corporation and an open end management investment company
registered under the Investment Company Act of 1940, in exchange for the
Series K shares of Voyageur (also known as the "Voyageur National High
Yield Municipal Bond Fund"); and
WHEREAS, the Corporation wishes to provide for the pro rata distribution
of such shares of Voyageur received by it to holders of the
Corporation's Series E shares and the simultaneous cancellation,
redemption and retirement of the outstanding Series E shares of the
Corporation; and
WHEREAS, the Corporation and Voyageur have entered into an Agreement and
Plan of Reorganization providing for the foregoing transactions; and
WHEREAS, the Agreement and Plan of Reorganization requires that, in
order to bind all holders of the Corporation Series E shares to the
foregoing transactions, and in particular to bind such holders to the
cancellation and retirement of the outstanding Series E shares of the
Corporation, it is necessary to adopt an amendment to the Corporation's
Restated Articles of Incorporation.
NOW, THEREFORE, BE IT RESOLVED, that the Corporation's Restated Articles
of Incorporation be, and the same hereby are, amended to add the following
Article 5B following Article 5 thereof:
5B. (a) For purposes of this Article 5B, the following terms shall
have the following meanings:
"Corporation" means this corporation.
"Voyageur" means Voyageur Mutual Funds, Inc., a Minnesota
corporation.
"Acquired Fund" means the portfolio of assets and liabilities
represented by the Corporation's Series E shares.
"Acquired Fund Shares" means the Corporation's Series E shares.
"Acquiring Fund" means Voyageur's National High Yield Municipal
Bond Fund, which is represented by Voyageur's Series K shares.
"Class A Acquiring Fund Shares" means the Acquiring Fund's Class A
shares.
"Effective Time" means 4:00 p.m. Eastern time on the date upon
which these Articles of Amendment are filed with the Minnesota
Secretary of State.
(b) At the Effective Time, the assets belonging to the Acquired
Fund, the Special Liabilities associated with such assets, and the
General Assets and General Liabilities allocated to the Acquired Fund,
shall be sold to and assumed by the Acquiring Fund in return for Class A
Acquiring Fund Shares, all pursuant to the Agreement and Plan of
Reorganization between the Corporation and Voyageur relating thereto.
For purposes of the foregoing, the terms "assets belonging to," "Special
Liabilities," "General Assets" and "General Liabilities" have the
meanings assigned to them in Article 7 of the Corporation's Restated
Articles of Incorporation.
(c) The number of Class A Acquiring Fund Shares to be received by the
Acquired Fund and distributed by it to the respective Acquired Fund
shareholders shall be determined as follows:
(i) The net asset value per share of the Acquired Fund Shares
shall be computed as of the Effective Time using the valuation
procedures set forth in the Acquired Fund's Restated Articles of
Incorporation, its bylaws, its then-current Prospectus and
Statement of Additional Information, and as may be required by the
Investment Company Act of 1940, as amended.
(ii) The total number of Class A Acquiring Fund Shares to be
issued (including fractional shares, if any) in exchange for the
assets and liabilities of the Acquired Fund shall have an aggregate
net asset value equal to the aggregate net asset value of all of
the Acquired Fund Shares immediately prior to the Effective Time,
as determined pursuant to (i) above.
(iii) Immediately after the Effective Time, the Acquired Fund
shall distribute to the Acquired Fund shareholders in liquidation
of the Acquired Fund pro rata (based upon the ratio that the number
of Acquired Fund Shares owned by each Acquired Fund shareholder
immediately prior to the Effective Time bears to the total number
of issued and outstanding Acquired Fund Shares immediately prior to
the Effective Time) the full and fractional Class A Acquiring Fund
Shares received by the Acquired Fund pursuant to (i) and (ii)
above. Accordingly, each holder of Acquired Fund Shares shall
receive, immediately after the Effective Time, Class A Acquiring
Fund Shares with an aggregate net asset value equal to the
aggregate net asset value of the Acquired Fund Shares owned by such
Acquired Fund shareholder immediately prior to the Effective Time.
(d) The distribution of Class A Acquiring Fund Shares to Acquired
Fund shareholders provided for in paragraph (c) above shall be
accomplished by the issuance of such Class A Acquiring Fund Shares to
open accounts on the share records of the Acquiring Fund in the names of
the Acquired Fund shareholders representing the numbers of Class A
Acquiring Fund Shares due each such shareholder pursuant to the foregoing
provisions. All issued and outstanding Acquired Fund Shares shall
simultaneously be canceled on the books of the Acquired Fund, redeemed
and retired. From and after the Effective Time, share certificates
formerly representing Acquired Fund Shares shall represent the numbers of
Class A Acquiring Fund Shares determined in accordance with the foregoing
provisions.
(e) From and after the Effective Time, the Acquired Fund Shares
canceled and retired pursuant to paragraph (d) above shall have the status
of authorized and unissued common shares of the Corporation without
designation as to series.
IN WITNESS WHEREOF, the undersigned officer of the Corporation has
executed these Articles of Amendment on behalf of the Corporation on November
8, 1996.
GREAT HALL INVESTMENT FUNDS, INC.
By Matthew L. Thompson
-----------------------------
Name Matthew L. Thompson
-----------------------------
Title Secretary
-----------------------------
ADDENDUM NO. 2
to the
CUSTODIAN CONTRACT
dated August 29, 1991 between
GREAT HALL INVESTMENT FUNDS, INC.
and
NORWEST BANK MINNESOTA, N.A.
This Addendum No. 2 dated as of August 17, 1994 to the Custodian
Contract dated August 29, 1991 (the "Contract") between Great Hall Investment
Funds, Inc. (the "Company") and Norwest Bank Minnesota, N.A. (the "Custodian"),
WITNESSETH THAT:
WHEREAS, the Company is a mutual fund whose shares currently are
offered in the following six series: Series A (Great Hall Prime Money Market
Fund), Series B (Great Hall U.S. Government Money Market Fund), Series C (Great
Hall Tax-Free Money Market Fund), Series D (Great Hall National Tax-Exempt
Fund), Series E (Great Hall Minnesota Insured Tax-Exempt Fund) and Series F
(Great Hall U.S. Government Securities Fund);
WHEREAS, the Company heretofore has employed the Custodian, and the
Custodian has agreed to act, as the custodian of the assets of Series A, Series
B, Series C, Series D and Series E of the Company.
WHEREAS, the Company desires to employ the Custodian, and the
Custodian hereby agrees to act, as the custodian of the assets of Series F of
the Company pursuant to the terms of the Contract.
NOW, THEREFORE, in consideration of the mutual agreements contained
in the Contract and in this Addendum No. 2 thereto, the Company hereby employs
the Custodian, and the Custodian hereby agrees to act, as the custodian of the
assets of Series F of the Company pursuant to the terms and conditions of the
Contract, which are incorporated herein by reference. This Addendum No. 2 to
the Contract supersedes and replaces Addendum No. 1 to the Contract dated March
17, 1992.
IN WITNESS WHEREOF, each of the Company and the Custodian has caused
this Addendum No. 2 to the Contract to be executed in its name on the day and
year first above written.
GREAT HALL INVESTMENTS FUNDS, INC. Attest:
By Matthew L. Thompson By Julie Getchell
----------------------------- -----------------------------
Its Vice President Its Vice President
-------------------------- --------------------------
NORWEST BANK MINNESOTA, N.A. Attest:
By Theresa G. Burks By Holly J. Kirschman
----------------------------- -----------------------------
Its Assistant Vice President Its Trust Officer
-------------------------- --------------------------
GREAT HALL INVESTMENT FUNDS, INC.
RODNEY SQUARE MANAGEMENT CORPORATION
TRANSFER AGENCY AGREEMENT
THIS TRANSFER AGENCY AGREEMENT is made as of the 25th day of March, 1996,
between Great Hall Investment Funds, Inc., a Minnesota corporation (the
"Fund"), having its principal place of business in Minneapolis, Minnesota, and
Rodney Square Management Corporation, a corporation organized under the laws of
the State of Delaware ("Rodney Square"), having its principal place of business
in Wilmington, Delaware.
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company and
offers for public sale one or more distinct, series of shares of beneficial
interest ("Series") each corresponding to a distinct portfolio;
WHEREAS, each share of a Series represents an undivided interest in the
assets, subject to the liabilities, allocated to that Series and each Series
has a separate investment objective and policies;
WHEREAS, at the present time, the Fund consists of five Series;
WHEREAS, the Fund desires to avail itself of the services of Rodney
Square to serve as the Fund's transfer agent; and
WHEREAS, Rodney Square is willing to furnish such services to the Fund
with respect to each Series listed in Schedule A to this Agreement (each, a
"Portfolio," and two or more together "Portfolios") on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Fund and Rodney Square agree as follows:
1. Appointment. The Fund hereby appoints Rodney Square as transfer
agent, registrar and dividend disbursing agent for the shares of beneficial
interest of the Fund (the "Shares") and as servicing agent in connection with
the disbursements of dividends and distributions and as shareholders' servicing
agent for the Fund, each such appointment to take effect as of the date first
written above, and Rodney Square shall act as such and perform its obligations
thereof upon the terms and conditions hereafter set forth and in accordance
with the principles of principal and agent enunciated by the common law.
2. Documents. The Fund has furnished Rodney Square with a copy of
each of the following:
a. The Fund's Articles of Incorporation filed with the
Secretary of the State of Minnesota in June of 1991 and all amendments thereto
and restatements thereof;
b. The Fund's By-laws and all amendments thereto and
restatements thereof (such By-laws, as presently in effect and as they shall
from time to time be amended or restated, are herein called "By-laws");
c. Resolutions of the Fund's Board of Directors (the
"Directors") authorizing the appointment of Rodney Square to provide certain
transfer agency services to the Fund and approving this Agreement;
d. The Fund's Notification of Registration filed pursuant to
Section 8(a) of the 1940 Act as filed with the Securities and Exchange
Commission ("SEC") on June 25, 1991;
e. The Fund's most recent Registration Statement on Form N-1A
under the Securities Act of 1933 (the "1933 Act") (File No. 33-41395) and under
the Investment Company Act (File No. 811-06340), as filed with the SEC relating
to shares of beneficial interest in the Fund, and all amendments thereto;
f. The Fund's most current Prospectuses and Statements of
Additional Information relating to the Portfolio(s); and
g. The executed Fund agreements listed on Schedule B hereto;
h. All documents and records held by previous transfer agency
service providers on behalf of the Fund reasonably necessary to enable Rodney
Square to perform it obligations under this Agreement; and
i. If required, a copy of either (i) a filed notice of
eligibility to claim the exclusion from the definition of "commodity pool
operator" contained in Section 2(a)(1)(A) of the Commodity Exchange Act ("CEA")
that is provided in Rule 4.5 under the CEA, together with all supplements as
are required by the Commodity Futures Trading Commission ("CFTC"), or (ii) a
letter which has been granted the Fund by the CFTC which states that the Fund
will not be treated as a "pool" as defined in Section 4.10(d) of the CFTC's
General Regulations, or (iii) a letter which has been granted the Fund by the
CFTC which states that CFTC will not take any enforcement action if the Fund
does not register as a "commodity pool operator."
The Fund will furnish Rodney Square from time to time with copies
of all material additions, amendments or supplements to the foregoing, if any.
3. Definitions.
a. Authorized Person. As used in this Agreement, the term
"Authorized Person" means any officer of the Fund and any other person, whether
or not any such person is an officer or employee of the Fund, duly authorized
by a resolution of the Directors of the Fund to give Oral and Written
Instructions on behalf of the Portfolio(s), certified by the Secretary or
Assistant Secretary of the Fund, or any amendment thereto as may be received by
Rodney Square from time to time.
b. Oral Instructions. As used in this Agreement, the term
"Oral Instructions" means oral instructions actually received by Rodney Square
from an Authorized Person or from a person reasonably believed by Rodney Square
to be an Authorized Person. The Fund agrees to deliver to Rodney Square, at
the time and in the manner specified in Section 4(b) of this Agreement, Written
Instructions confirming Oral Instructions.
c. Written Instructions. As used in this Agreement, the term
"Written Instructions" means written instructions delivered by hand, courier,
mail, telegram, cable, telex or facsimile, signed by an Authorized Person and
received by Rodney Square.
4. Instructions Consistent with the Fund's Articles of Incorporation
and By-laws, etc.
a. Unless otherwise provided in this Agreement, Rodney Square
shall act only upon Oral or Written Instructions. Although Rodney Square may
know of the provisions of the Fund's Articles of Incorporation and By-laws (the
"Charter Documents"), Rodney Square may assume that any Oral or Written
Instructions received hereunder are not in any way inconsistent with any
provisions of such Charter Documents or any vote, resolution or proceeding of
the shareholders, or of the Directors, or of any committee thereof.
b. Rodney Square shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by Rodney Square
pursuant to this Agreement. The Fund agrees to forward to Rodney Square
Written Instructions confirming Oral Instructions in such manner that the
Written Instructions are received by Rodney Square, if practicable, by the
close of business of the same day that such Oral Instructions are given to
Rodney Square. The Fund agrees that the fact that such confirming Written
Instructions are not received by Rodney Square shall in no way affect the
validity of the transactions or enforceability of the transactions authorized
by such Oral Instructions. The Fund agrees that Rodney Square shall incur no
liability to the Fund in acting upon Oral Instructions given to Rodney Square
hereunder concerning such transactions, provided such instructions reasonably
appear to have been received from an Authorized Person.
5. Transactions Not Requiring Instructions. In the absence of
contrary Written Instructions, Rodney Square is authorized to take the
following actions:
a. Issuance of Shares. Upon receipt of a purchase order from
a Co-Distributor (as defined in the Co-Distributor Agreement among the Fund and
the Co-Distributors), a shareholder or a prospective shareholder for the
purchase of Shares and sufficient information to enable Rodney Square to
establish a shareholder account or to issue Shares to an existing shareholder
account, and after confirmation of receipt or crediting of Federal funds for
such order from Rodney Square's designated bank, Rodney Square shall issue and
credit the account of the investor or other record holder with Shares in the
manner described in the Prospectus. Rodney Square shall deposit all checks or
other instruments of payment received from prospective shareholders into an
account in the name of and on behalf of the Fund, and shall promptly transfer
all Federal funds received from such checks or other instruments of payment or
by wire transfer, together with appropriate documentation, to the Custodian (as
defined in the Custodian Contract between the Fund and the Custodian).
(References herein to "Custodian" shall also be construed to refer to a
"Sub-Custodian" if such appointment has been made.) If so directed by a
Co-Distributor, the confirmation supplied to the shareholder to mark such
issuance will be accompanied by a Prospectus. Rodney Square shall maintain a
record of the total number of Shares which are authorized, issued and
outstanding, based upon data provided to it by the Fund, and Rodney Square
shall record the issuance and redemption of Shares and shall also furnish the
Fund with such information on a regular basis.
b. Transfer of Shares; Uncertificated Securities. Where a
shareholder does not hold a certificate representing the number of Shares in
its account and does provide Rodney Square with instructions for the transfer
of such Shares which include a signature guaranteed by a commercial bank, trust
company or member firm of a national securities exchange and such other
appropriate documentation to permit a transfer, then Rodney Square shall
register such Shares and shall deliver them pursuant to instructions received
from the transferor, pursuant to the rules and regulations of the SEC, and the
laws of the State of Delaware relating to the transfer of shares of beneficial
interest.
c. Share Certificates. If at any time the Portfolio issues
share certificates, the following provisions will apply:
(1) The Fund will supply Rodney Square with a
sufficient supply of share certificates representing
Shares, in the form approved from time to time by the
Directors of the Fund, and, from time to time, shall
replenish such supply upon request of Rodney Square. Such
share certificate shall be properly signed, manually or by
facsimile signature, by the duly authorized officers of the
Fund, and shall bear the corporate seal or facsimile
thereof of the Fund, and notwithstanding the death,
resignation or removal of any officer of the Fund, such
executed certificates bearing the manual or facsimile
signature of such officer shall remain valid and may be
issued to shareholders until Rodney Square is otherwise
directed by Written Instructions.
(2) In the case of the loss or destruction of any
certificate representing Shares, no new certificate shall
be issued in lieu thereof, unless there shall first have
been furnished an appropriate bond of indemnity issued by a
surety company approved by Rodney Square.
(3) Upon receipt of signed share certificates, which
shall be in proper form for transfer, and upon cancellation
or destruction thereof, Rodney Square shall countersign,
register and issue new certificates for the same number of
Shares and shall deliver them pursuant to instructions
received from the transferor, the rules and regulations of
the SEC, and the laws of the State of Delaware relating to
the transfer of shares of beneficial interest.
(4) Upon receipt of the share certificates, which shall
be in proper form for transfer, together with the
shareholder's instructions to hold such share certificates
for safekeeping, Rodney Square shall reduce such Shares to
uncertificated status, while retaining the appropriate
registration in the name of the shareholder upon the
transfer books.
(5) Upon receipt of written instructions from a
shareholder of uncertificated securities for a certificate
in the number of shares in its account, Rodney Square will
issue such share certificates and deliver them to the
shareholder.
d. Redemption of Shares. Upon receipt of a redemption order
from a Co-Distributor or a shareholder, Rodney Square shall redeem the number
of Shares indicated thereon from the redeeming shareholder's account and
receive from the Fund's Custodian and disburse pursuant to the instructions of
a redeeming shareholder or his or her agent the redemption proceeds therefor,
or arrange for direct payment of redemption proceeds by the Custodian to the
redeeming shareholder or as instructed by the shareholder or his or her agent,
in accordance with such procedures and controls as are mutually agreed upon
from time to time by and among the Fund, Rodney Square and the Fund's
Custodian.
6. Authorized Issued and Outstanding Shares. The Fund agrees to
notify Rodney Square promptly of any change in the number of authorized Shares
and of any change in the number of Shares registered under the 1933 Act, as
amended or termination of the Fund's declaration under Rule 24f-2 of the 1940
Act. The Fund has advised Rodney Square, as of the date hereof, of the number
of Shares (i) held in any redemption or repurchase account, and (ii) registered
under the 1933 Act, as amended, which are unsold. In the event that the Fund
shall declare a stock dividend, a stock split or a reverse stock split, the
Fund shall deliver to Rodney Square a certificate, upon which Rodney Square
shall be entitled to rely for all purposes, certifying (i) the number of Shares
involved, (ii) that all appropriate corporate action has been taken, and (iii)
that any amendment to the Fund's Charter Documents which may be required has
been filed and is effective. Such certificate shall be accompanied by an
opinion of counsel to the Fund relating to the legal adequacy and effect of the
transaction.
7. Dividends and Distributions. The Fund shall furnish Rodney Square
with appropriate evidence of action by the Fund's Directors authorizing the
declaration and payment of dividends and distributions as described in the
Prospectus. After deducting any amount required to be withheld by any
applicable tax laws, rules and regulations or other applicable laws, rules and
regulations, Rodney Square shall in accordance with the instructions in proper
form from a shareholder and the provisions of the Fund's Charter Documents and
Prospectus, issue and credit the account of the shareholder with Shares, or, if
the shareholder so elects, pay such dividends or distributions in cash to the
shareholder in the manner described in the Prospectus. In lieu of receiving
from the Fund's Custodian and paying to shareholders cash dividends or
distributions, Rodney Square may arrange for the direct payment of cash
dividends and distributions to shareholders by the Custodian, in accordance
with such procedures and controls as are mutually agreed upon from time to time
by and among the Fund, Rodney Square and the Fund's Custodian.
Rodney Square shall prepare, file with the Internal Revenue Service (the
"IRS") and other appropriate taxing authorities, and address and mail to
shareholders such returns and information relating to dividends and
distributions paid by the Fund as are required to be so prepared, filed and
mailed by applicable laws, rules and regulations, or such substitute form of
notice as may from time to time be permitted or required by the IRS, including
without limitation Forms 1099. On behalf of the Fund, Rodney Square shall mail
certain requests for shareholders' certifications under penalties of perjury
and pay on a timely basis to the appropriate Federal authorities any taxes to
be withheld on dividends and distributions paid by the Fund, all as required by
applicable Federal tax laws and regulation.
In accordance with the Prospectus, resolutions of the Fund's Directors
that are not inconsistent with this Agreement and are provided to Rodney Square
from time to time, and such procedures and controls as are mutually agreed upon
from time to time by and among the Fund, Rodney Square and the Fund's
Custodian, Rodney Square shall arrange for issuance of Shares obtained through
transfers of funds from shareholders' accounts at financial institutions.
8. Communications with Shareholders.
a. Communications to Shareholders. Rodney Square will prepare
shareholder meeting lists, address and mail all communications by the Fund to
its shareholders, including without limitation reports to shareholders,
confirmations of purchases of Shares including Prospectuses when directed by a
Co-Distributor, confirmations of sales of Shares, periodic statements, dividend
and distribution notices, proxy material for its meetings of shareholders, and
such other communications as may from time to time be mutually agreed upon
between Rodney Square and the Fund. Rodney Square will receive and tabulate
the proxy cards for shareholder meetings.
b. Correspondence and Telephone Inquiries. Rodney Square will
answer such correspondence and telephone inquires from shareholders, securities
brokers and others relating to its duties hereunder and such other
correspondence and inquiries as may from time to time be mutually agreed upon
between Rodney Square and the Fund.
9. Services to be Performed. Rodney Square shall be responsible for
administering and/or performing transfer agent functions, for acting as service
agent in connection with dividend and distribution functions and for performing
shareholder account functions in connection with the issuance, transfer and
redemption or repurchase (including coordination with the Fund's custodian bank
in connection with shareholder redemption by check) of the Fund's Shares as set
forth in Schedule B. The details of the operating standards and procedures to
be followed shall be determined from time to time by agreement between Rodney
Square and the Fund and may be expressed in written schedules which shall
constitute attachments to this Agreement.
10. Recordkeeping and Other Information.
a. Rodney Square shall maintain records of the accounts for
each Shareholder showing the items listed in Schedule D.
b. Rodney Square shall create and maintain all necessary
records in accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a) of the 1940 Act
and the rules thereunder and any applicable regulations of the Federal Deposit
Insurance Corporation ("FDIC") or any successor regulatory authority, as the
same may be amended from time to time, and those records pertaining to the
various functions performed by it hereunder. All records shall be the property
of the Fund at all times and shall be available for inspection and use by the
Fund. Where applicable, such records shall be maintained by Rodney Square for
the periods and in the places required by Rule 31a-2 under the 1940 Act and any
applicable regulations of the FDIC or any successor regulatory authority.
c. Rodney Square shall not be responsible for the records
required to be maintained by any predecessor transfer agency service provider
except those provided to Rodney Square together with proper documentation and
accepted in writing by Rodney Square. Rodney Square shall not be required to
bear the cost of any necessary conversion of any records or data nor shall
Rodney Square assume any responsibility for the having available and
maintaining any computer systems required to read or otherwise interpret any
predecessor transfer agency service provider's computer-formatted records.
11. Audit, Inspection and Visitation. Rodney Square shall make
available during regular business hours all records and other data created and
maintained pursuant to this Agreement for reasonable audit and inspection by
the Fund or any person authorized or retained by the Fund. Upon reasonable
notice by the Fund, Rodney Square shall make available during regular business
hours its facilities and premises employed in connection with its performance
of this Agreement for reasonable visitation by the Fund, or any person
authorized or retained by the Fund.
12. Right to Receive Advice.
a. Advice of Fund. If Rodney Square shall be in doubt as to
any action to be taken or omitted by it, it may request, from the Fund
directions or advice, including Oral or Written Instructions where appropriate.
b. Advice of Counsel. If Rodney Square shall be in doubt as
to any question of law involved in any action to be taken or omitted by Rodney
Square, it may request advice at its own cost from counsel of its own choosing.
c. Conflicting Advice. In case of conflict between
directions, advice or Oral or Written Instructions received by Rodney Square
pursuant to subsection a of this Section and advice received by Rodney Square
pursuant to subsection b of this Section, Rodney Square shall be entitled to
rely on and follow the advice received pursuant to the latter provision alone.
d. Protection of Rodney Square. Rodney Square shall be
protected in any action or inaction which it takes in reliance on any
directions, advice or Oral or Written Instructions received pursuant to
subsections a or b of this Section which Rodney Square, after receipt of any
such directions, advice or Oral or Written Instructions, in good faith believes
to be consistent with such directions, advice or Oral or Written Instructions,
as the case may be. However, nothing in this Section shall be construed as
imposing upon Rodney Square any obligation (i) to seek such direction, advice
or Oral or Written Instructions, or (ii) to act in accordance with such
directions, advice or Oral or Written Instructions when received, unless, under
the terms of another provision of this Agreement, the same is a condition to
Rodney Square's properly taking or omitting to take such action. Nothing in
this subsection shall excuse Rodney Square when an action or omission on the
part of Rodney Square constitutes willful misfeasance, bad faith, negligence or
reckless disregard by Rodney Square of its duties under this Agreement.
13. Compensation. For the performance of its obligations under this
Agreement, the Fund shall pay Rodney Square with respect to each Portfolio in
accordance with the fee arrangements described in Schedule E attached hereto,
as such schedule may be amended from time to time. Certain other fees and
expenses incurred pursuant to this Agreement are payable by the Fund or the
shareholder on whose behalf the service is performed are also listed in
Schedule E. The Fund shall reimburse Rodney Square for all reasonable out-of-
pocket expenses incurred by Rodney Square or its agents in the performance of
its obligations hereunder. The Fund agrees to pay all fees and reimbursable
out-of-pocket expenses promptly following receipt of an itemized billing
notice.
The term "out-of-pocket expenses" shall mean the following expenses
incurred by Rodney Square in the performance of its obligations hereunder: the
cost of stationery and forms (including but not limited to checks, proxy cards,
and envelopes), the cost of postage, the cost of insertion of non-standard size
materials in mailing envelopes and other necessary special mailing preparation
by outside firms, the cost of first-class mailing insurance, the cost of
external electronic communications as approved by the Directors (to include
telephone and telegraph equipment and an allocable portion of the cost of
personnel responsible for the maintenance of such equipment), toll charges,
data communications equipment and line charges, the cost of microfilming of
shareholder records (including both the cost of storage as well as charges for
access to such records) and the cost (if any) of converting/transferring any
records from any prior service provider. If Rodney Square shall undertake the
responsibility for microfilming shareholder records, it may be separately
compensated therefor in an amount agreed upon by the principal financial
officer of the Fund and Rodney Square, such amount not to exceed the amount
which would be paid to an outside firm for providing
such microfilming services.
14. Use of Names.
a. The Fund shall not use the name of Rodney Square in any
Prospectus, SAI, sales literature or other material relating to the Fund in a
manner not approved prior thereto, which approval shall not be unreasonably
withheld; provided, however, that such approval shall not be required with
respect to any use of Rodney Square's name which merely refers in accurate
terms to its appointments hereunder or which are required by the SEC or a state
securities commission.
b. Rodney Square shall not use the name of the Fund or the
Portfolios of the Fund or material relating to the Fund or the Portfolios on
any checks, bank drafts, bank statements or forms for other than internal use,
or any other documents, in a manner not approved prior thereto, which approval
shall not be unreasonably withheld; provided, however, such approval shall not
be required with respect to any use of the name of the Fund or the Portfolios
which merely refers in accurate terms to the appointment of Rodney Square
hereunder or which are required by the FDIC, the SEC or a state securities
commission.
15. Confidentiality. All information relating to the Fund maintained
by, or furnished to Rodney Square by the Fund shall be considered
confidential and proprietary information owned by the Fund, except any
information in the public domain, made public or received from a third party
("Confidential Information"), provided that Rodney Square has no knowledge that
the release of the Confidential Information by the third party is in breach of
any confidentiality agreement. Rodney Square agrees to use all reasonable
efforts to prevent any such Confidential Information from being disclosed to
third parties, other than to the SEC, the FDIC and the various state securities
commissioners and as otherwise required by law. In the case of such requests
or demands the SEC, the FDIC and/or the various state securities commissioners
for the release of Confidential Information, Rodney Square will notify the Fund
and secure instructions from an Authorized Person as to such release. In the
case of any requests or demands for the inspection of the shareholder records
of the Fund, Rodney Square will notify the Fund and secure instructions from an
Authorized Person as to such inspection.
16. Security. Rodney Square represents and warrants that the various
procedures and systems which Rodney Square has implemented with regard to
safeguarding from loss or damage attributable to fire, theft or any other cause
(including provision for twenty-four hours a day restricted access) the Fund's
blank checks, records and other data and Rodney Square's records, data,
equipment, facilities and other property used in the performance of its
obligations hereunder are adequate and that it will make such changes therein
from time to time as in its judgment are required for the secure performance of
its obligations hereunder. The parties shall review such systems and
procedures on a periodic basis.
17. Insurance. Upon request Rodney Square shall provide the Fund with
details regarding its insurance coverage, and Rodney Square shall notify the
Fund should any of its insurance coverage be materially changed. Such
notification shall include the date of change and the reason or reasons
therefor. Rodney Square shall notify the Fund of any material claims against
it, whether or not they may be covered by insurance and shall notify the Fund
from time to time as may be appropriate of the total outstanding claims made by
Rodney Square under its insurance coverage.
18. Assignment of Duties to Others. Neither this Agreement nor any
rights or obligations hereunder may be assigned by Rodney Square without the
written consent of the Fund.
19. Indemnification.
a. The Fund agrees to indemnify and hold harmless Rodney
Square, its directors, officers, employees, agents and representatives from all
taxes, charges, expenses, assessments, claims and liabilities including,
without limitation, liabilities arising under the 1933 Act, the Securities
Exchange Act of 1934 and any applicable state and foreign laws, and amendments
thereto (the "Securities Laws"), and expenses, including without limitation
reasonable attorneys' fees and disbursements arising directly or indirectly
from any action or omission to act which Rodney Square takes (i) at the request
of or on the direction of or in reliance on the advice of the Fund or (ii) upon
Oral or Written Instructions. Neither Rodney Square nor any of its nominees
shall be indemnified against any liability (or any expenses incident to such
liability) arising out of Rodney Square's or its directors', officers',
employees', agents' and representatives own willful misfeasance, bad faith,
negligence or reckless disregard of its duties and obligations under this
Agreement.
b. Rodney Square agrees to indemnify and hold harmless the
Fund, its directors, officers, employees, agents and representatives from all
taxes, charges, expenses, assessments, claims and liabilities arising from
Rodney Square's obligations pursuant to this Agreement (including, without
limitation, liabilities arising under the Securities Laws, and any state and
foreign securities and blue sky laws, and amendments thereto) and expenses,
including (without limitation) reasonable attorneys' fees and disbursements
arising directly or indirectly out of Rodney Square's or its directors',
officers', employees', agents' and representatives own willful misfeasance, bad
faith, negligence or reckless disregard of its duties and obligations under
this Agreement.
c. In order that the indemnification provisions contained in
this Section 19 shall apply, upon the assertion of a claim for which either
party may be required to indemnify the other, the party seeking indemnification
shall promptly notify the other party of such assertion, and shall keep the
other party advised with respect to all developments concerning such claim.
The party who may be required to indemnify shall have the option to participate
with the party seeking indemnification in the defense of such claim. The party
seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify it
except with the other party's prior written consent.
20. Responsibility of Rodney Square. Rodney Square shall be under no
duty to take any action on behalf of the Fund except as specifically set forth
herein or as may be specifically agreed to by Rodney Square in writing. Rodney
Square shall be obligated to exercise due care and diligence in the performance
of its duties hereunder, to act in good faith and to use its best efforts in
performing services provided for under this Agreement. Rodney Square shall be
liable for any damages arising out of or in connection with Rodney Square's
performance of or omission or failure to perform its duties under this
Agreement to the extent such damages arise out of Rodney Square's negligence,
reckless disregard of its duties, bad faith or willful misfeasance.
Without limiting the generality of the foregoing or of any other provision
of this Agreement, Rodney Square, in connection with its duties under this
Agreement, shall not be under any duty or obligation to inquire into and shall
not be liable for (i) the validity or invalidity or authority or lack thereof
of any Oral or Written Instruction, notice or other instrument which conforms
to the applicable requirements of this Agreement, and which Rodney Square
reasonably believes to be genuine; or (ii) subject to the provisions of
Section 21 hereof, delays or errors or loss of data occurring by reason of
circumstances beyond Rodney Square's control, including acts of civil or
military authority, national emergencies, fire, flood or catastrophe, acts
of God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply.
21. Acts of God, etc. Rodney Square shall not be liable for delays or
errors occurring by reason of circumstances beyond its control, including but
not limited to acts of civil or military authority, national emergencies, fire,
flood or catastrophe, acts of God, insurrection, war, riots, or failure of the
mails, transportation, communication or power supply. In the event of
equipment breakdowns beyond its control, Rodney Square shall, at no additional
expense to the Fund, take reasonable steps to minimize service interruptions
but, so long as Rodney Square has taken reasonable steps to minimize service
interruptions, shall have no liability with respect thereto. Rodney Square
shall enter into and shall maintain in effect with appropriate parties one or
more agreements making reasonable provision for emergency use of electronic
data processing equipment to the extent appropriate equipment is available.
22. Amendments. This Agreement or any part hereof including schedules
may be changed or waived only by an instrument in writing signed by the party
against which enforcement of such change or waiver is sought.
Rodney Square and the Fund shall regularly consult with each other
regarding Rodney Square's performance of its obligations and its compensation
hereunder. In connection therewith, the Fund shall submit to Rodney Square at
a reasonable time in advance of filing with the SEC copies of any amended or
supplemented registration statements (including exhibits) under the 1933 Act
and the 1940 Act, and a reasonable time in advance of their proposed use,
copies of any amended or supplemented forms relating to any plan, program or
service offered by the Fund. Any change in such material which would require
any change in Rodney Square's obligations hereunder shall be subject to Rodney
Square's approval, which shall not be unreasonably withheld. In the event that
such change materially increases the cost to Rodney Square of performing its
obligations hereunder, Rodney Square shall be entitled to receive reasonable
compensation therefor.
23. Duration, Termination, etc. Neither this Agreement nor any
provisions hereof may be changed, waived, discharged or terminated orally, but
only by written instrument which shall make specific reference to this
Agreement and which shall be signed by the party against which enforcement of
such change, waiver, discharge or termination is sought.
This Agreement shall become effective as of the date first written above,
and shall continue in effect until terminated with respect to one or more
Portfolios by 90 days' written notice given by either party to the other party,
provided that this Agreement may be terminated immediately at any time for
cause either by the Fund or by Rodney Square in the event that such cause
remains unremedied for a period of time not to exceed 90 days after receipt of
written specification of such cause. Any such termination shall not affect the
rights and obligations of the parties under Section 19 hereof.
Upon the Fund's termination of this Agreement for any reason, the Fund
shall reimburse Rodney Square any fees incurred as a result of the termination
conversion and for any out-of-pocket expenses reasonably incurred by Rodney
Square including or during the period prior to the date of such termination.
Upon Rodney Square's termination of this Agreement for, any reason other than
the parties' failure to agree upon changes to this Agreement, Rodney Square
shall reimburse the Fund any fees incurred as a result of the termination
conversion and any out-of-pocket expenses reasonably incurred by the Fund as a
result of a termination conversion including or during the period prior to the
date of such termination. In the event that the Fund designates a successor to
any of Rodney Square's obligations hereunder, Rodney Square shall, at the
direction of the Fund, transfer to such successor a certified list of the
shareholders of the Fund (with name, address, and, if provided, tax
identification or Social Security number), a complete record of the account of
each shareholder, and all other relevant books, records and other data
established or maintained by Rodney Square hereunder. Rodney Square shall be
liable for any losses sustained by the Fund as a result of Rodney Square's
failure to accurately and promptly provide these materials.
24. Representations and Warranties of Rodney Square. Rodney Square
represents and warrants to the Fund the following:
a. It is a corporation duly organized, existing and in good
standing under the laws of the State of Delaware.
b. It is duly qualified to carry on its business in the State
of Delaware.
c. It is empowered under the applicable laws and by its
Charter and By-laws to enter into and perform this Agreement.
d. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
e. It is currently registered with the appropriate Federal
agency for the registration of transfer agents, and that it will remain so
registered for the duration of this Agreement. Rodney Square further agrees
that it will promptly notify the Fund in the event of any material change in
its status as a registered transfer agent. Should Rodney Square fail to be
registered with the FDIC or any successor regulatory authority as a transfer
agent at any time during this Agreement, the Fund may, on written notice to
Rodney Square, immediately terminate this Agreement.
25. Notice. Any notice under this Agreement shall be given in writing
addressed and delivered or mailed, postage prepaid, to the other party to this
Agreement at its principal place of business.
26. Further Actions. Each Party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
27. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
28. Governing Law. To the extent that state law has not been
preempted by the provisions of any law of the United States heretofore or
hereafter enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of the
State of Delaware.
29. Miscellaneous. Both parties agree to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be executed
simultaneously in two counterparts, each of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this agreement as of
the day and year first above written.
GREAT HALL INVESTMENT FUNDS, INC.
By: J. Scott Spiker, President
-----------------------------
Name, Title
RODNEY SQUARE MANAGEMENT
CORPORATION
By: Martin L. Klopping, President
-----------------------------
TRANSFER AGENCY AGREEMENT
SCHEDULE A
GREAT HALL INVESTMENT FUNDS, INC.
PORTFOLIO LISTING
Institutional Funds
-------------------
Prime Money Market Fund
U.S. Government Money Market Fund
Tax-Free Money Market Fund
Retail Funds
------------
National Tax-Exempt Fund
Minnesota Insured Tax -Exempt Fund
TRANSFER AGENCY AGREEMENT
SCHEDULE B
GREAT HALL INVESTMENT FUNDS, INC.
FUND AGREEMENTS SCHEDULE
1. The Investment Advisory Agreement between Great Hall Investment
Funds, Inc. (the "Fund") and Insight Investment Management, Inc. ,
a Minnesota corporation, dated as of August 29, 1991;
2. The Custodian Contract between the Fund and Norwest Bank
Minnesota, N.A., dated as of August 29, 1991;
3. The Co-Distributor Agreement among the Fund, Dain Bosworth
Incorporated and Rauscher Pierce Refsnes, Inc., dated as of March
17, 1992.
TRANSFER AGENCY AGREEMENT
SCHEDULE C
GREAT HALL INVESTMENT FUNDS, INC.
Services to be Performed
Rodney Square will perform the following functions as transfer agent on an
ongoing basis with respect to each Portfolio:
a. furnish state-by-state registration reports;
b. provide toll-free lines for direct shareholder use, plus customer
liaison staff with on-line inquiry capacity;
c. mail duplicate confirmations to dealers and other financial
institutions ("Service Organization") of their clients' activity, whether
executed through the Service Organization or directly with Rodney Square;
d. provide detail for underwriter or Service Organization
confirmations and other Service Organization shareholder accounting, in
accordance with such procedures as may be agreed upon between the Fund
and Rodney Square;
e. provide shareholder lists and statistical information concerning
shareholder accounts to the Fund;
f. provide timely notification of Portfolio activity and such other
information as may be agreed upon from time to time among Rodney Square
and the Fund or the Custodian, to the Fund or the Custodian; and
g. with respect to dividends and distributions, prepare and file
required reports with the Internal Revenue Service ("IRS"), prepare and
mail reports to shareholders as required by the IRS and described in the
Prospectus and Statements of Additional Information.
TRANSFER AGENCY AGREEMENT
SCHEDULE D
GREAT HALL INVESTMENT FUNDS, INC.
Shareholder Records
Rodney Square shall maintain records of the accounts for each shareholder
showing the following information:
a. name, address and United States Tax Identification or Social
Security number;
b. number of Shares held and number of Shares for which certificates,
if any, have been issued, including certificate numbers and
denominations;
c. historical information regarding the account of each shareholder,
including dividends and distributions paid and the date and price for all
transactions on a shareholder's account;
d. any stop or restraining order placed against a shareholder's
account;
e. any correspondence relating to the current maintenance of a
shareholder's account;
f. information with respect to withholding; and,
g. any information required in order for Rodney Square to perform any
calculations contemplated or required by this Agreement.
TRANSFER AGENCY AGREEMENT
SCHEDULE E
GREAT HALL INVESTMENT FUNDS, INC.
FEE SCHEDULE
For the services Rodney Square provides under the Transfer Agency Agreement
attached hereto Great Hall Investment Funds, Inc. (the "Fund") agrees to pay
Rodney Square a fee for transfer agency services equal to the following:
Fee per Annum
Type of Fund/Account per Account
-------------------- -------------
Annual Dividend $12.00/year
Semi/Quarterly Dividend $12.00/year
Monthly Dividend $15.00/year
Daily Accrual Fund $18.00/year
calculated on a group basis and subject to the following minimums:
Institutional Funds: Minimum monthly fee $1,625 ($19,500 per annum)
-------------------- Minimum duration Six (6) months ($9,750)
Minimum monthly fee
after first year $1,250 ($15,000 per annum)*
Retail Funds: Minimum monthly fee $2,000 ($24,000 per annum)
------------- Minimum duration Six (6) months ($12,000)
Rebate: After one full year of service for all five (5)
------- original Portfolios:
Institutional Funds:
--------------------
Prime Money Market Fund
U.S. Government Money Market Fund
Tax-Free Money Market Fund
Retail Funds:
-------------
National Tax-Exempt Fund
Minnesota Insured Tax-Exempt Fund
Rodney Square will rebate a fee of $13,500 to the Fund
* Subject further to the provision that the aggregate minimum fee
payable to Rodney Square by the Great Hall Investment Funds, Inc. for
services to the original Portfolios, and any other Portfolios that the
parties may add under this Agreement, after the first full year of
services will be $4,875 monthly ($58,500 annually).
This transfer agency fee shall be pro-rated and payable monthly as soon
as practicable after the last day of each month based on the average of
the daily net assets of each Portfolio, as determined at the close of
business on each day throughout the month.
Out of pocket expenses shall be reimbursed by the Fund to Rodney Square
or paid directly by the Fund. Such expenses include but are not limited
to the following:
a. Toll-free lines (if required)
b. Forms, envelopes, checks, checkbooks
c. Postage (bulk, pre-sort, first-class at current prevailing
rates)
d. Hardware/phone lines for remote terminal(s) (if required)
e. Microfiche/Microfilm
f. Wire fee for receipt or disbursement - $7.00 per wire
g. Mailing fees
h. Cost of proxy solicitation, mailing and tabulation (if required)
I. Certificate issuance - $2.00 per certificate
j. Record retention storage - $15.00 per cubic foot per year
k. Development/programming costs/special projects
(i.e. ad-hoc reports)
l. ACH transaction charges - $0.25 per transaction
m. "B" notice mailings - $5.00 per item
n. Locating lost shareholders in anticipation of escheating - $5.00
per name
Additional Expenses (paid by shareholder):
- ------------------------------------------
Direct IRA/Keogh processing $ 10.00 per account per annum
$ 10.00 per transfer out
National Securities Clearing Corporation (NSCC) Charges
- -------------------------------------------------------
1. - FUND/SERV
Participation Fee $ 50.00 per month
CPU Access Fee $ 40.00 per month
Transaction Fee $ .50 per transaction
NSCC will deduct it's monthly fee on the 15th of each month from Rodney
Square's cash settlement that day. These charges will be included on the
next month's T/A bill as out-of-pocket expenses.
2. - Networking
Participation Fee $250.00 per month
CPU Access Fee $ 40.00 per month
Account Fee $ .045 per month on
monthly dividend funds
$ .030 per month on all
other dividend payables
Rodney Square System Access Charges for NSCC
- --------------------------------------------
1. - FUND/SERV
Base Facility Use Fee $150.00 per month
Transaction Fee $ .25 per transaction
Plus: out-of-pocket expenses for settlements, wire charges, NSCC pick-up
charges, etc.
2. - Networking
Base Facility Use Fee $150.00 per month
Matrix Level Charges:
Level 1, 2 or 4 $ .24 per account per month
Level 3 $ .06 per account per month
Rodney Square Wire Order Desk:
- ------------------------------
Master/Omnibus Account $ 1.00 Per Purchase/redemption
transaction
Payment
- -------
The Fund agrees to pay all fees and reimbursable out-of-pocket expenses
promptly following receipt of an itemized billing notice.
SHAREHOLDER ACCOUNT SERVICES AGREEMENT
This Agreement is made and entered into as of the 14th day of February,
1996 by and between Great Hall Investment Funds, Inc., a corporation organized
and existing under the laws of the State of Minnesota ("Great Hall"), on behalf
of each portfolio represented by a series of shares of common stock of Great
Hall that adopts this Agreement (the "Funds") (the Funds, together with the
date each Fund adopts this Agreement, are set forth in Exhibit A hereto, which
shall be updated from time to time to reflect additions, deletions or other
changes thereto), and Dain Bosworth Incorporated ("DBI") and Rauscher Pierce
Refsnes, Inc. ("RPR" and, together with DBI, the "Underwriters"), each a
corporation organized and existing under the laws of the State of Delaware.
This Agreement supersedes and takes the place of the Shareholder Account
Services Agreement dated as of May 17, 1995 between Great Hall and the
Underwriters.
W I T N E S S E T H:
WHEREAS, Great Hall is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, DBI and RPR serve as principal underwriters of each Fund's
shares of common stock; and
WHEREAS, Norwest Bank Minnesota, N.A. ("Norwest"), a national banking
association, currently serves as the transfer agent, dividend disbursing agent
and shareholder accounting services agent for each of the Funds; and
WHEREAS, each Underwriter, itself or through its affiliated clearing
firm, Regional Operations Group, Inc. ("ROG"), performs various dividend
disbursing and shareholder account services (as outlined below) for owners of
Fund shares who maintain evidence of their Fund shares with the applicable
Underwriter or ROG in a master account (a separate master account being
maintained for each Fund) in the name of the applicable Underwriter or ROG as
the record owner of the Fund shares (the "Master Accounts"), each of which is
comprised of individual accounts (the "Individual Accounts") that, in turn, are
comprised of evidence of shares of the applicable Fund acquired by brokerage
customers of the Underwriters (the "Customers"); and
WHEREAS, in consideration for the Underwriter's agreement to perform (or
cause ROG to perform) the aforementioned services, Great Hall agrees to
compensate the Underwriters and to reimburse certain costs and expenses
incurred by Underwriters in connection with the performance of said services
pursuant to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, Great Hall and the Underwriters hereby agree as follows:
1. Scope of Appointment; Services.
-------------------------------
(a) Subject to the conditions set forth in this Agreement, the
Underwriters hereby undertake and agree to perform (or to cause ROG to perform)
certain dividend disbursing and shareholder account services as detailed below
(collectively, the "Services") with respect to the Customers and the Individual
Accounts encompassed within the Master Accounts.
(b) The Services shall include, but not be limited to, the following:
(1) The maintenance of separate records for each Customer and
Individual Account, which records shall reflect shares purchased and
redeemed and share balances.
(2) The disbursement or crediting to Individual Accounts of
Customers of all proceeds of redemptions of Fund shares and all dividends
and other distributions not reinvested in Fund shares.
(3) The preparation and transmittal to Customers of periodic
account statements showing the total number of shares owned by each
Customer as of the statement closing date, purchases and redemptions of
Fund shares by the Customer during the period covered by the statement,
and the dividends and other distributions paid to the Customer during the
statement period (whether paid in cash or reinvested in Fund shares).
(4) The preparation and proper transmittal of all required tax
reporting to the Internal Revenue Service, state taxing authorities and
the Customers and the accounting for, reporting and submitting of
withholding taxes, as required by applicable law, on all Individual
Accounts.
(5) The transmittal to Customers of proxy materials, reports, and
other information required to be sent to shareholders under applicable
federal and state securities and other laws, and, upon request of Great
Hall, the transmittal to Customers of material communications necessary
and proper for receipt by all beneficial shareholders of the Funds.
(6) The transmittal to Great Hall and Norwest each business day
of the net purchase and redemption orders by and on behalf of the
Customers during such day.
(7) The transmittal to Great Hall or its designee of such
periodic reports or information as is necessary to enable Great Hall to
comply with state Blue Sky requirements.
(8) The performance of such additional dividend disbursing and
shareholder account services with respect to the Master Accounts, the
Individual Accounts and the Customers as Great Hall shall reasonably
request from time to time; provided, however, that this Agreement does
not and shall not contemplate the provision of any services by
the Underwriters or ROG: (A) that would necessitate that DBI, RPR or ROG
be registered as a transfer agent pursuant to the federal securities
laws; or (B) the payment for which would be required to be made under a
plan of distribution adopted by Great Hall in accordance with Rule 12b-1
under the 1940 Act.
(c) The Underwriters agree to provide (or to cause ROG to provide) the
necessary facilities, equipment and personnel to perform its duties and
obligations hereunder in accordance with industry practice.
2. Records; Miscellaneous Covenants.
---------------------------------
(a) The Underwriters represent and covenant that (1) during the term of
this Agreement, they will comply (or cause ROG to comply) with all laws, rules
and regulations applicable to its provision of the Services hereunder and (2)
they have, and during the term of this Agreement will continue to have, full
corporate power and authority necessary to enter into and to perform the terms
of this Agreement.
(b) The Underwriters will maintain (or cause ROG to maintain) customary
records in connection with the provision of Services hereunder. Upon the
request of Great Hall, the Underwriters shall provide (or cause ROG to provide)
to Great Hall or its agents or representatives copies of such records as may be
necessary to enable Great Hall or its agents or representatives to monitor and
review the Services, or to comply with any request of a governmental body or
self-regulatory organization or a Fund shareholder. The Underwriters and ROG
agree that they will permit Great Hall or its representatives to have
reasonable access to their personnel and records in order to facilitate the
monitoring of the performance and quality of the Services.
3. Notice of Non-Performance.
--------------------------
The Underwriters hereby agrees to promptly notify Great Hall if for any
reason they or ROG are unable to perform fully and promptly any of the
Underwriters obligations under this Agreement.
4. No Limit on Other Actions by Great Hall.
----------------------------------------
In no way shall the provisions of the Agreement limit the authority of
Great Hall to take such action as it may deem appropriate or advisable in
connection with all matters relating to the operations of Great Hall and the
sale of Fund shares.
5. Compensation.
-------------
In consideration of the performance of the Services by ROG hereunder,
Great Hall agrees to cause each Fund to pay the Underwriters a fee (and to
reimburse the Underwriters for certain out-of-pocket expenses) in such amount,
at such time and in such manner as is set forth with respect to each Fund in
Exhibit A hereto.
6. Indemnification.
----------------
(a) Great Hall agrees to indemnify the Underwriters and ROG and to hold
the Underwriters and ROG harmless from and against any loss by or liability to
any Fund or a third party (including reasonable legal fees and other reasonable
out-of-pocket costs of defending against any related claim or suit), in
connection with any claim or suit assessing any such liability arising out of
or attributable to actions taken by the Underwriters or ROG pursuant to this
Agreement, unless the Underwriters or ROG acted negligently or in bad faith.
(b) The Underwriters will hold harmless and indemnify Great Hall and
each Fund from and against any loss or suit (including reasonable legal fees
and other reasonable out-of-pocket costs of defending any related claim or
suit) arising out of the Underwriters' or ROG's negligent or bad faith failure
to comply with the terms of this Agreement or breach of any representation,
warranty or covenant contained herein.
7. Effective Date; Termination.
----------------------------
This Agreement shall be effective as of the date first above written.
This Agreement may be terminated without penalty at any time by the
Underwriters or by Great Hall upon 30 days' written notice to the other party.
8. Interpretation; Governing Law.
------------------------------
This Agreement shall be subject to and interpreted in accordance with all
applicable provisions of law, including, without limitation, the 1940 Act and
the rules and regulations promulgated thereunder. To the extent that the
provision herein contained conflict with any such applicable provisions of law,
the latter shall control. The laws of the State of Minnesota shall otherwise
govern the construction, validity and effect of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
GREAT HALL INVESTMENT FUNDS,
INC.
By Julie K. Getchell
----------------------------------
Name: Julie K. Getchell
Title: Chief Financial Officer
DAIN BOSWORTH INCORPORATED RAUSCHER PIERCE REFSNES, INC.
By Daniel J. Reuss By Daniel J. Reuss
---------------------------------- ----------------------------------
Name: Daniel J. Reuss Name: Daniel J. Reuss
Title: Executive Vice President Title: Executive Vice President
Adopted and consented to as of the 14th day of February, 1996 by:
REGIONAL OPERATIONS GROUP, INC.
By Lou Fornetti
----------------------------------
Name: Lou Fornetti
Title: Executive Vice President
Chief Financial Officer
EXHIBIT A
to
SHAREHOLDER ACCOUNT SERVICES AGREEMENT
FUND EFFECTIVE DATE MONTHLY FEE
- ---- -------------- -----------
Great Hall Prime Money February 14, 1996 1/12 of $12.00 per year
Market Fund (Series A) per customer
Great Hall U.S. Government February 14, 1996 1/12 of $12.00 per year
Money Market Fund (Series B) per customer
Great Hall Tax-Free Money February 14, 1996 1/12 of $12.00 per year
Market Fund (Series C) per customer
The monthly fee shall be paid within ten business days following the end
of the month covered by such payment. The Funds shall also reimburse the
Underwriters for reasonable postage and statement printing expenses incurred by
the Underwriters.
Independent Auditors' Consent
The Board of Directors
Great Hall Investment Funds, Inc.
We consent to the use of our reports included herein and the reference to our
Firm under the heading "COUNSEL AND AUDITORS" in Part B of the Registration
Statement on Form N-1A.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
November 27, 1996
DAIN BOSWORTH INCORPORATED 1996 OFFICERS
AAKER, WILLIAM R.......ASSOC VP/INVESTMENT OFFICER
ADAMS, A MICHAEL.............VP/INVESTMENT OFFICER
ADAMS, TERRY L................VP/INVESTMENT BANKER
ADAMSKI, MARY K..................MANAGING DIRECTOR
AHLBRECHT, JAMES R...........VP/INVESTMENT OFFICER
ALAN,LAWRENCE.......................VICE PRESIDENT
ALEPRA, PETER F.................INVESTMENT OFFICER
ALLEN, BRUCE G...............VP/INVESTMENT OFFICER
ALLIS, PETER D...............VP/INVESTMENT OFFICER
ANDERSON RONS, BONNIE M.............VICE PRESIDENT
ANDERSON, DAVID L............VP/INVESTMENT OFFICER
ANDERSON, JOHN A.............VP/INVESTMENT OFFICER
ANDERSON, KURT S................INVESTMENT OFFICER
ANDERSON, RODNEY G..........FVP/INVESTMENT OFFICER
ANDRAS, RUDOLPH P...................VICE PRESIDENT
ANDREASEN, GRANT K..............INVESTMENT OFFICER
APPEL, JOHN C......................PRESIDENT & COO
ARNOLD, ROBERT D.............VP/INVESTMENT OFFICER
ARONSON, GARY L........ASSOC VP/INVESTMENT OFFICER
ARORA, SANJIV.......................VICE PRESIDENT
ASTER, GARY A....................MANAGING DIRECTOR
ATKINSON, RICHARD W....ASSOC VP/INVESTMENT OFFICER
AUGUSTINE, JAMES D..............INVESTMENT OFFICER
AUKER, RANDALL B..........SVP/IO/MANAGING DIRECTOR
AYMOND, JOHN C................FIRST VICE PRESIDENT
BACHMAN, THOMAS T...............INVESTMENT OFFICER
BACHMANN, DONALD R..............INVESTMENT OFFICER
BAILEY, MARK W...............VP/INVESTMENT OFFICER
BAKALARS, MICHAEL J.............INVESTMENT OFFICER
BAKER, MICHAEL J..........FVP/IO/MANAGING DIRECTOR
BAKER, ROSALYN W................INVESTMENT OFFICER
BANKORD, MARK A...........SVP/IO/MANAGING DIRECTOR
BARNHART, WILLIAM C.................VICE PRESIDENT
BARR, DONALD L...............VP/INVESTMENT OFFICER
BARRINGTON, RICHARD F..ASSOC VP/INVESTMENT OFFICER
BARTHOLOMAY, MARK L...........VP, RESEARCH ANALYST
BAST, MARYANN E.............SVP/INVESTMENT OFFICER
BAUCHMAN, NANCY A...........SVP/INVESTMENT OFFICER
BAUMAN, TERRY P........ASSOC VP/INVESTMENT OFFICER
BAUMGART, BRUCE A......ASSOC VP/INVESTMENT OFFICER
BAVE, JOHN H........................VICE PRESIDENT
BAYLESS, GLEN R.................INVESTMENT OFFICER
BAYLESS, ROBERT E...........SVP/INVESTMENT OFFICER
BEAUDOIN, PAUL H....................VICE PRESIDENT
BECK, DONALD W..................INVESTMENT OFFICER
BELL, STEVEN H.....MANAGING DIR, INVESTMENT BANKER
BELLINI, JAMES A.............SENIOR VICE PRESIDENT
BELSKI, BRIAN G...............ASSOC VICE PRESIDENT
BENNETT, CAROLYN L.....ASSOC VP/INVESTMENT OFFICER
BENTON, JASEN M.................INVESTMENT OFFICER
BEVINGTON, LYNN A..........VP/IO/MANAGING DIRECTOR
BHARMAL, JAMALUDDIN R..ASSOC VP/INVESTMENT OFFICER
BINGHAM, KENT D..............VP/INVESTMENT OFFICER
BIRD, MICHAEL A..................MANAGING DIRECTOR
BLACK, JOEL D.......................VICE PRESIDENT
BLACKLEDGE, FREDERICK C...MGG DIR, INVESTMENT BNKR
BLANCHARD, ROBERT L..........VP/INVESTMENT OFFICER
BLEDSOE JR, GILBERT H.......SVP/INVESTMENT OFFICER
BOAT, SHAWN C..........ASSOC VP/INVESTMENT OFFICER
BOHOSKEY, CHARLES W........VP/IO/MANAGING DIRECTOR
BOLAY, PETER F...............VP/INVESTMENT OFFICER
BOND, GREG E....................INVESTMENT OFFICER
BONGAARTS, MICHAEL V............INVESTMENT OFFICER
BOWEN, FRED ..................ASSOC VICE PRESIDENT
BRADY, EILEEN S..............VP/INVESTMENT OFFICER
BRADY, PATRICK M............FVP/INVESTMENT OFFICER
BRANDT, CHARLES L...........FVP/INVESTMENT OFFICER
BRASS, ALAN ................FVP/INVESTMENT OFFICER
BRAUCHT, WILLIAM C..........SVP/INVESTMENT OFFICER
BRAWNER, GENE E...........FVP/IO/MANAGING DIRECTOR
BRENNA, MARK L...............VP/INVESTMENT OFFICER
BRENTON, CRAIG C................INVESTMENT OFFICER
BREZOVAR, FRANK H............VP/INVESTMENT OFFICER
BRIGHT, DAVID J........ASSOC VP/INVESTMENT OFFICER
BROMELKAMP, DAVID J..........VP/INVESTMENT OFFICER
BROOKS, JEFFREY S...................VICE PRESIDENT
BROPHY, MARY ALICE.............SVP, DIR COMPLIANCE
BRUGGER, KENT V..............VP/INVESTMENT OFFICER
BRUMLEY, JOHN B...............VP, RESEARCH ANALYST
BRUNKHORST, GEORGE F.........VP/INVESTMENT OFFICER
BRYANS, ROBERT P................INVESTMENT OFFICER
BUDD JR, STEPHEN E...........VP/INVESTMENT OFFICER
BUELOW, JEFFREY S............VP/INVESTMENT OFFICER
BUGG, CHRISTOPHER ..............INVESTMENT OFFICER
BUNNELL, DON M................IO/MANAGING DIRECTOR
BUOL, CHRISTOPHER G..........VP/INVESTMENT OFFICER
BURBACK, LAURA A................INVESTMENT OFFICER
BURLEND, WARREN R...........FVP/INVESTMENT OFFICER
BURNS, SCOTT A..................INVESTMENT OFFICER
BURR, DANIEL H...............VP/INVESTMENT OFFICER
BUSH, WILLIAM D..............VP/INVESTMENT OFFICER
BUSKIRK, BRIAN W.............VP/INVESTMENT OFFICER
BUSS, ROBERT E.........ASSOC VP/INVESTMENT OFFICER
BUTTRESS, PAUL W,.........ASSOCIATE VICE PRESIDENT
BYRD JR, RICHARD E...........SENIOR VICE PRESIDENT
BYRNE JR, CLETUS E,..........VP/INVESTMENT OFFICER
CABLE, JOHN P..........ASSOC VP/INVESTMENT OFFICER
CALCAVECCHIO, RICHARD A.............VICE PRESIDENT
CALKINS, PATRICK R..............INVESTMENT OFFICER
CALVERT, MARTIN L......ASSOC VP/INVESTMENT OFFICER
CAMARIGG, DANIEL S..............INVESTMENT OFFICER
CAMPBELL, CRAWFORD M............INVESTMENT OFFICER
CARDINAL, DAVID L.........SVP/IO/MANAGING DIRECTOR
CARLSON, BRUCE E............SVP/INVESTMENT OFFICER
CARLSON, CHARLES K.........VP/IO/MANAGING DIRECTOR
CARLSON, KATHRYN M..............INVESTMENT OFFICER
CARPENTER, KEVIN D..................VICE PRESIDENT
CARROLL, PATRICK D...........VP/INVESTMENT OFFICER
CARTER, MICHAEL A.........SVP/IO/MANAGING DIRECTOR
CASEY, TERENCE J.....MANAGING DIR, INVESTMENT BNKR
CAVANOR, PAUL K.....................VICE PRESIDENT
CAVERLY, SCOTT E................INVESTMENT OFFICER
CAVITT, CAROLYN H...............INVESTMENT OFFICER
CEASER, GREGG L..............VP/INVESTMENT OFFICER
CEJA, LYNN M..............ASSOCIATE VICE PRESIDENT
CHANDLER, RICHARD A.................VICE PRESIDENT
CHENEY, CYNTHIA H.........ASSOCIATE VICE PRESIDENT
CHERNOW, ROBERT W............VP/INVESTMENT OFFICER
CHESTER, SHELDON ...........FVP/INVESTMENT OFFICER
CHOCHREK, SUZANNE M.................VICE PRESIDENT
CHRISTENSEN, MICHAEL L........IO/MANAGING DIRECTOR
CICUREL, CARY S.....................VICE PRESIDENT
CINQUINA, SANDRA S..................VICE PRESIDENT
CIVELLO, NELSON D.........EXECUTIVE VICE PRESIDENT
CLARK, CARY R..............VP/IO/MANAGING DIRECTOR
CLARK, DARYL P...............VP/INVESTMENT OFFICER
CLARK, KATRINA L............SVP/INVESTMENT OFFICER
CLAXTON, JOHN L..............VP/INVESTMENT OFFICER
CLAY, JOHN C................SVP/INVESTMENT OFFICER
CLINTON, RICHARD J..................VICE PRESIDENT
COFFEY, SUSAN E..................MANAGING DIRECTOR
COGLIANESE, ANGELO J..........FIRST VICE PRESIDENT
COHEN, SUSAN L...............VP/INVESTMENT OFFICER
COIT, DENNIS A.............VP/IO/MANAGING DIRECTOR
COLIANNI, JOSEPH G...........VP, INVESTMENT BANKER
COLLEARY JR, JOHN J...........FIRST VICE PRESIDENT
COLLINS, LEO T...............VP/INVESTMENT OFFICER
CONDON, STEVEN P....................VICE PRESIDENT
CONLEY, ROGER R........ASSOC VP/INVESTMENT OFFICER
CONROY, MICHAEL C............VP/INVESTMENT OFFICER
CONWAY, THOMAS W.............VP/INVESTMENT OFFICER
COOPER, ROBERT A............SVP/INVESTMENT OFFICER
CORN, DAVID M................VP/INVESTMENT OFFICER
CORY, REBECCA B........ASSOC VP/INVESTMENT OFFICER
COSSEL, LARRY G.................INVESTMENT OFFICER
COURTNEY, DARREL G..............INVESTMENT OFFICER
COVERDALE, CHRISTINE F..............VICE PRESIDENT
COVLIN, HAROLD D............FVP/INVESTMENT OFFICER
COWLING, MICHAEL D...........VP/INVESTMENT OFFICER
COXHEAD, THOMAS L............VP/INVESTMENT OFFICER
CRABTREE, BENJAMIN B.............MANAGING DIRECTOR
CRAW, NELSON E...............VP/INVESTMENT OFFICER
CRAWFORD, JOHN C.............VP/INVESTMENT OFFICER
CRAWFORD, RICHARD P..........VP/INVESTMENT OFFICER
CROSBY, DAVID E.............FVP/INVESTMENT OFFICER
CROWE, ELIZABETH E..................VICE PRESIDENT
CROWELL, CHARLES A..........SVP/INVESTMENT OFFICER
CUNNIFF, JEFFREY L..............INVESTMENT OFFICER
CUNNINGHAM, KAREN J..........VP/INVESTMENT OFFICER
D'AQUILA, JAMES A,..........SVP, INVESTMENT BANKER
DABNEY, REID JD.....................VICE PRESIDENT
DAGHER, JOHN B................FIRST VICE PRESIDENT
DAGHER, MATTHEW.....................VICE PRESIDENT
DANIELS, MARY M..............VP/INVESTMENT OFFICER
DANSKIN, JAMES W................INVESTMENT OFFICER
DAVIDSON, RANDY L...............INVESTMENT OFFICER
DAVIS, MICHAEL BRETT............INVESTMENT OFFICER
DAVIS, THOMAS K........ASSOC VP/INVESTMENT OFFICER
DELZELL, GERALD G...........FVP/INVESTMENT OFFICER
DENNER, STEPHEN S...........SVP/INVESTMENT OFFICER
DEROSE, CHRISTINE A.............INVESTMENT OFFICER
DEWALT, STEPHEN R............VP/INVESTMENT OFFICER
DEXTER, THOMAS S.............VP/INVESTMENT OFFICER
DICKEY, ROBERT F.................MANAGING DIRECTOR
DIETZ, ROBERT W.................INVESTMENT OFFICER
DILEY, JOHN J.......................VICE PRESIDENT
DILORETO,LUCIO..............FVP/INVESTMENT OFFICER
DISCHER, BRETT S....................VICE PRESIDENT
DIXON, BRENDA S.................INVESTMENT OFFICER
DOBESH, GREGORY T......ASSOC VP/INVESTMENT OFFICER
DOCKENDORFF, JOHN...................VICE PRESIDENT
DOERR, JEFFREY L.............VP/INVESTMENT OFFICER
DOHERTY, DAVID E.............VP/INVESTMENT OFFICER
DOMGARD, JAMES R.......ASSOC VP/INVESTMENT OFFICER
DORR, PHILIP M......................VICE PRESIDENT
DORSEY, MICHAEL A...................VICE PRESIDENT
DORWEILER, ROBERT P.................VICE PRESIDENT
DRAKE, HARRY S...............VP/INVESTMENT OFFICER
DREXEL, HENRY G..............VP/INVESTMENT OFFICER
DREXLER, STEPHEN J...........SENIOR VICE PREDIDENT
DRISCOLL, JENNIFER K................VICE PRESIDENT
DRUMMOND, MICHAEL S..........SENIOR VICE PRESIDENT
DUDENHOEFFER, MICHAEL..ASSOC VP/INVESTMENT OFFICER
DUMPHY, THOMAS A............SVP/INVESTMENT OFFICER
DUNN, LEONARD E.............FVP/INVESTMENT OFFICER
DUNNING, KYLE L............VP/IO/MANAGING DIRECTOR
DUTCHER, JAMES D............FVP/INVESTMENT OFFICER
DUTTON, MICHAEL E............VP/INVESTMENT OFFICER
DYKSTRA, JACK E.................INVESTMENT OFFICER
ECKERT, JAMES O..............VP/INVESTMENT OFFICER
EDER, DONALD L..............SVP/INVESTMENT OFFICER
EDMISTON, ROBERT B............VP/INVESTMENT BANKER
EGAN, FRANCIS X.............FVP/INVESTMENT OFFICER
EGGEBRECHT, DONALD R............INVESTMENT OFFICER
EISENBERG, NOAH..............VP/INVESTMENT OFFICER
ELLIOTT, PATRICK D...........VP/INVESTMENT OFFICER
ELLIS, SALLY A...............VP/INVESTMENT OFFICER
ELMORE, JENNIFER L...........VP/INVESTMENT OFFICER
ELSTON,MARK J.............FVP/IO/MANAGING DIRECTOR
ELVORD, JAMES E..............VP/INVESTMENT OFFICER
ENGER, KAROLINE K...................VICE PRESIDENT
ERICKSON, DUANE A.........ASSOCIATE VICE PRESIDENT
ERNST, RONALD R.............FVP/INVESTMENT OFFICER
ERZAR, THOMAS B..............VP/INVESTMENT OFFICER
ETTELDORF, A ROBERT......ASSOC VP, INVESTMENT BNKR
ETTER, C F...................VP/INVESTMENT OFFICER
EVANS, DAVID J..............SVP/INVESTMENT OFFICER
FAHNHORST, KEITH V...........VP/INVESTMENT OFFICER
FAHRER, ROBERT F.............VP/INVESTMENT OFFICER
FALK, ROBERT A..............SVP/INVESTMENT OFFICER
FALLON JR, FRANCIS X....MANAGING DIRECTOR/DIRECTOR
FARNI, JEFFREY L...........VP/IO/MANAGING DIRECTOR
FARR, MICHAEL T..............VP/INVESTMENT OFFICER
FAUST, RONALD F..............VP/INVESTMENT OFFICER
FEDJE, NOEL I...............FVP/INVESTMENT OFFICER
FIACCO, RONALD J.......ASSOC VP/INVESTMENT OFFICER
FIELD, WILLIAM E..............FIRST VICE PRESIDENT
FINUCAN, ROGER J.............VP/INVESTMENT OFFICER
FISHER, JOHN L...............VP/INVESTMENT OFFICER
FISHER, K HARRISON...........SENIOR VICE PRESIDENT
FISHER, LOUIS W........ASSOC VP/INVESTMENT OFFICER
FLAHERTY JR, JOSEPH W............MANAGING DIRECTOR
FLAKE, CARLA G......................VICE PRESIDENT
FLECK, BRIAN S..................INVESTMENT OFFICER
FLESCH, DANIEL E.............VP/INVESTMENT OFFICER
FOERSTER III, HARRY R...............VICE PRESIDENT
FOLLENSBEE, KAREN J.........FVP/INVESTMENT OFFICER
FORD, WILLIAM D..............VP/INVESTMENT OFFICER
FOSTER, ELIZABETH A..........VP/INVESTMENT OFFICER
FOWLER, SCOTT R.................INVESTMENT OFFICER
FREDERICK, MELVIN L.........FVP/INVESTMENT OFFICER
FREDERICK, MITCHELL S..ASSOC VP/INVESTMENT OFFICER
FREEMAN, PAUL I.............SVP/INVESTMENT OFFICER
FRIAR, JAMES P............FVP/IO/MANAGING DIRECTOR
FRIEDMAN, GEORGE E...........VP/INVESTMENT OFFICER
FROELICH JR, FRANCIS J.......VP/INVESTMENT OFFICER
FUHR, LISA A........................VICE PRESIDENT
FULLER, CHARLES L......ASSOC VP/INVESTMENT OFFICER
FULLERTON, ROGER S.....ASSOC VP/INVESTMENT OFFICER
GABBERT, ROGER D............FVP/INVESTMENT OFFICER
GABEL, THOMAS E.....................VICE PRESIDENT
GALL, J CHARLES..............VP/INVESTMENT OFFICER
GARCIA, CHARLES W.........ASSOCIATE VICE PRESIDENT
GARLOCK, JOHN H............VP/IO/MANAGING DIRECTOR
GASHER, DOUGLAS S...................VICE PRESIDENT
GATES, THOMAS G........ASSOC VP/INVESTMENT OFFICER
GEENEN, JOHN T...............VP/INVESTMENT OFFICER
GENDLER, NANCY J....................VICE PRESIDENT
GESTEN, RICHARD W......ASSOC VP/INVESTMENT OFFICER
GIFFORD, ANN E......................VICE PRESIDENT
GILLILAN, MICHAEL S..........SENIOR VICE PRESIDENT
GILMORE, KEITH R............SVP/INVESTMENT OFFICER
GIVENS, JOHN W...............VP/INVESTMENT OFFICER
GLASSBURN, RICHARD B.........VP/INVESTMENT OFFICER
GLEASON, JAMES E.......ASSOC VP/INVESTMENT OFFICER
GLOWACKI, PETER J......ASSOC VP/INVESTMENT OFFICER
GODE III, ORRIN J............VP/INVESTMENT OFFICER
GOETZ, LEON J.......................VICE PRESIDENT
GORDON, BAYLEE Z................INVESTMENT OFFICER
GOSS JR, WILLIAM R..................VICE PRESIDENT
GOULD, TIMOTHY D.............VP/INVESTMENT OFFICER
GRAVES, GREGORY B...................VICE PRESIDENT
GRAY, RONALD L...............VP/INVESTMENT OFFICER
GRAY, SALLY J...................INVESTMENT OFFICER
GREENE, BRUCE ..............SVP/INVESTMENT OFFICER
GREENE, G MICHAEL............VP/INVESTMENT OFFICER
GREENFIELD, JOHN N..............INVESTMENT OFFICER
GRIGGS, JOHN H..................INVESTMENT OFFICER
GRUNDSTEDT, STEVE H.............INVESTMENT OFFICER
GRUTZNER, PAUL E................INVESTMENT OFFICER
HABIG, JENNIFER L.........ASSOCIATE VICE PRESIDENT
HACKETT, JOHN R...........FVP/IO/MANAGING DIRECTOR
HACKL, KENNETH J............SVP/INVESTMENT OFFICER
HALBERT, PARICE C...................VICE PRESIDENT
HALE, KELLY..................VP/INVESTMENT OFFICER
HALL, TIMOTHY R........ASSOC VP/INVESTMENT OFFICER
HALLIN, GEORGE G............FVP/INVESTMENT OFFICER
HAMLIN, ROBERT J.......ASSOC VP/INVESTMENT OFFICER
HAMMER, KENNETH M............VP/INVESTMENT OFFICER
HANNO, DENNIS R..............VP/INVESTMENT OFFICER
HANSEN, GARY J......................VICE PRESIDENT
HANSEN, MARCIA L....................VICE PRESIDENT
HANSEN, ROBERT S.......ASSOC VP/INVESTMENT OFFICER
HANSON, PAUL B...............VP/INVESTMENT OFFICER
HANSON, STERLING M.....ASSOC VP/INVESTMENT OFFICER
HARRIS, THOMAS D.......ASSOC VP/INVESTMENT OFFICER
HART, GEORGE...........ASSOC VP/INVESTMENT OFFICER
HARTSOUGH, RUSSELL L............INVESTMENT OFFICER
HARTUNG, KENNETH A..............INVESTMENT OFFICER
HASKELL.II, CHARLES A........VP/INVESTMENT OFFICER
HASSELQUIST, PETER L.............MANAGING DIRECTOR
HASSENFLU, MARK E......ASSOC VP/INVESTMENT OFFICER
HAUXWELL, STANLEY A........VP/IO/MANAGING DIRECTOR
HAWKINS, JAMES E.............VP/INVESTMENT OFFICER
HAYDEN, GARY F..............SVP/INVESTMENT OFFICER
HAYES, LAWRENCE S......ASSOC VP/INVESTMENT OFFICER
HECK, RICHARD A.................INVESTMENT OFFICER
HEEREN, DAVID C........ASSOC VP/INVESTMENT OFFICER
HEEREN, MARY ANN.............VP/INVESTMENT OFFICER
HEIAM, ALBERT E..............VP/INVESTMENT OFFICER
HEINTZ, KAREN B...........ASSOCIATE VICE PRESIDENT
HEISE, RUSSELL B.............SENIOR VICE PRESIDENT
HENDERSON, LINDA L......MANAGING DIRECTOR/DIRECTOR
HENRY, ALAN J................VP/INVESTMENT OFFICER
HENSEL, ROBERT A.............VP/INVESTMENT OFFICER
HERING, DONALD F.............VP/INVESTMENT OFFICER
HERSMAN, GERALD M...................VICE PRESIDENT
HERT, PAUL T...........ASSOC VP/INVESTMENT OFFICER
HERZBERG, MARY A.......ASSOC VP/INVESTMENT OFFICER
HESTER, WAYNE A.............SVP/INVESTMENT OFFICER
HEULE, THOMAS D..................MANAGING DIRECTOR
HEYES, EDWARD K............VP/IO/MANAGING DIRECTOR
HICKMAN, THOMAS J...............INVESTMENT OFFICER
HIGGINS, JAMES S................INVESTMENT OFFICER
HILDEBRAND, ROBERT J................VICE PRESIDENT
HILDRETH, ILDIKO A..................VICE PRESIDENT
HILL, STEVEN R...............VP/INVESTMENT OFFICER
HILLMAN, PHILIP E............VP/INVESTMENT OFFICER
HILLS, DARRICK L....................VICE PRESIDENT
HIMELRIGHT JR, LORING K.....SVP/INVESTMENT OFFICER
HINSON, RICHARD C...........SVP/INVESTMENT OFFICER
HOAGLUN, JACQUELINE A...............VICE PRESIDENT
HODDER, EDWIN C..............VP/INVESTMENT OFFICER
HOEBELHEINRICH, GARY L.....VP/IO/MANAGING DIRECTOR
HOELSCHER, HAROLD G.........SVP/INVESTMENT OFFICER
HOGAN, SHIRLEY M..............FIRST VICE PRESIDENT
HOGUE, MARY S.............ASSOCIATE VICE PRESIDENT
HOGUE, RICHARD C.............VP/INVESTMENT OFFICER
HOLDERMAN, CHARLES J........SVP/INVESTMENT OFFICER
HOLMAN, HARRY P.............FVP/INVESTMENT OFFICER
HOLMES JR, WILLIAM B...ASSOC VP/INVESTMENT OFFICER
HOLTZ, LAWRENCE C............SENIOR VICE PRESIDENT
HOLZRICHTER, DANIEL J...........INVESTMENT OFFICER
HORKEY, RICHARD W...............INVESTMENT OFFICER
HORN, ROBERT K...............VP/INVESTMENT OFFICER
HOSTETTLER, DIANE M.................VICE PRESIDENT
HOVANY, GEORGE E.......ASSOC VP/INVESTMENT OFFICER
HOWARD, PAUL S..................INVESTMENT OFFICER
HOY, KATHRYN J............ASSOCIATE VICE PRESIDENT
HUBICK, ANTHONY J............VP/INVESTMENT OFFICER
HUGHES, PAUL V...................MANAGING DIRECTOR
HUME, RICHARD B.................INVESTMENT OFFICER
HUNTINGTON, EUGENE F................VICE PRESIDENT
HURST, DONNA M......................VICE PRESIDENT
HYDE, DAWN I............MANAGING DIRECTOR/DIRECTOR
IANCU, SORIN ................VP/INVESTMENT OFFICER
IDELKOPE, GREGORY P.............INVESTMENT OFFICER
ING, JOEL CHRISTOPHER.....ASSOCIATE VICE PRESIDENT
INGALLS, MARGARET M..........VP/INVESTMENT OFFICER
ISAACSON, KIM D..............VP/INVESTMENT OFFICER
IVERSON, MARVIN D...............INVESTMENT OFFICER
JACOBS, STEPHEN E...................VICE PRESIDENT
JAMES, BRYCE A...............VP/INVESTMENT OFFICER
JANSSON, JAMES R............SVP/INVESTMENT OFFICER
JENNINGS, DAVID B................MANAGING DIRECTOR
JENSEN, JAY A................VP/INVESTMENT OFFICER
JIMMERSON, KEITH O...........VP/INVESTMENT OFFICER
JININGS, RONALD W............VP/INVESTMENT OFFICER
JOAS, PAUL K................SVP/INVESTMENT OFFICER
JOHNS, STUART G.................INVESTMENT OFFICER
JOHNSON JR, RESTOR E.............MANAGING DIRECTOR
JOHNSON, ANGELA C.........ASSOCIATE VICE PRESIDENT
JOHNSON, BRUCE W....................VICE PRESIDENT
JOHNSON, CHARLES H..............INVESTMENT OFFICER
JOHNSON, KELLY J.............VP/INVESTMENT OFFICER
JOHNSON, NANCY A..........ASSOCIATE VICE PRESIDENT
JOHNSON, PETER M....................VICE PRESIDENT
JOHNSON, PRESLEY S.....ASSOC VP/INVESTMENT OFFICER
JOHNSON, SCOTT R................INVESTMENT OFFICER
JOHNSON, TAMARA A...................VICE PRESIDENT
JOHNSON, THOMAS F...............INVESTMENT OFFICER
JOHNSTON, JAMES T...............INVESTMENT OFFICER
JONES, MILTON S..............VP/INVESTMENT OFFICER
JONES, ROGER C...................MANAGING DIRECTOR
JONES, WESTCOTT A...................VICE PRESIDENT
JORDAN JR, THOMAS R..........VP/INVESTMENT OFFICER
JORDAN, JEFFREY D............VP/INVESTMENT OFFICER
JOSEPHSEN, TOM C.............VP/INVESTMENT OFFICER
JUSSILA, WILLIAM A.....ASSOC VP/INVESTMENT OFFICER
KAILING, PENELOPE W.........SVP/INVESTMENT OFFICER
KAISER, HAROLD L............FVP/INVESTMENT OFFICER
KALIVAS, CHRISTINE S................VICE PRESIDENT
KALLAND, JAMES A................INVESTMENT OFFICER
KAMINSKI, JOHN L.............VP/INVESTMENT OFFICER
KAMROWSKI, KEVIN J..............INVESTMENT OFFICER
KAPPES, JON M...................INVESTMENT OFFICER
KAPPES, KENNETH J...........FVP/INVESTMENT OFFICER
KARLMAN, ROBERT L............VP/INVESTMENT OFFICER
KAVA-DOLAN, CECELIA .........VP/INVESTMENT OFFICER
KAVANAGH, MICHAEL R..........SENIOR VICE PRESIDENT
KAYE, HOWARD L...............VP/INVESTMENT OFFICER
KEARNEY JR, NORMAN L.........VP/INVESTMENT OFFICER
KEENE, DAVID ................VP/INVESTMENT OFFICER
KEITH, RICHARD L.......ASSOC VP/INVESTMENT OFFICER
KELLER, RICHARD A............VP/INVESTMENT OFFICER
KELLETT, SCOTT B.......ASSOC VP/INVESTMENT OFFICER
KELLEY, FRANK E.............SVP/INVESTMENT OFFICER
KELLEY, GREGORY G...........SVP/INVESTMENT OFFICER
KELLEY, RICHARD W...........SVP/INVESTMENT OFFICER
KELLY, JAMES E...............VP/INVESTMENT OFFICER
KELLY, MARK D................VP/INVESTMENT OFFICER
KENNEDY, MARY A.................INVESTMENT OFFICER
KENNEDY, PATRICK G...........VP/INVESTMENT OFFICER
KENNY, EDWARD P........ASSOC VP/INVESTMENT OFFICER
KENSINGER JR, DON G.............INVESTMENT OFFICER
KENYON, HENRY DAVID.........FVP/INVESTMENT OFFICER
KEPPLER, ANTHONY J..............INVESTMENT OFFICER
KERBER, WILLIAM J...........SVP/INVESTMENT OFFICER
KERMEEN, DEBORAH J..................VICE PRESIDENT
KERR, JAMES P................SENIOR VICE PRESIDENT
KETCHER, RICHARD L.....ASSOC VP/INVESTMENT OFFICER
KEYSSER, RALF DONALD.............MANAGING DIRECTOR
KHOURI, DEBRA S..............VP/INVESTMENT OFFICER
KIDD, WILLIAM L.............SVP/INVESTMENT OFFICER
KINDSTROM, EARL E............VP/INVESTMENT OFFICER
KING, AL.....................VP/INVESTMENT OFFICER
KING, JOHN J.................SENIOR VICE PRESIDENT
KINSEY, KENNETH K............VP/INVESTMENT OFFICER
KIRKENG, GURI ......................VICE PRESIDENT
KLEIN, DAVID J...............VP/INVESTMENT OFFICER
KLEINSCHMIDT, GARY A.........VP/INVESTMENT OFFICER
KNIFFIN JR, OGDEN ...............MANAGING DIRECTOR
KNITTEL, ROBERT C............VP/INVESTMENT OFFICER
KNORRING, JAMES P...................VICE PRESIDENT
KNUDSON, LOREN R................INVESTMENT OFFICER
KOENIG, LYNN R...............VP/INVESTMENT OFFICER
KOENIGS, RAYMOND R..............INVESTMENT OFFICER
KOLB, DANIEL J.........ASSOC VP/INVESTMENT OFFICER
KOOSMANN, NANCY J.........ASSOCIATE VICE PRESIDENT
KOSLOWSKI, DUANE E..................VICE PRESIDENT
KOUGL, MAUREEN A................INVESTMENT OFFICER
KOZLOFF, JOSEPH H............SENIOR VICE PRESIDENT
KRECH, RICHARD R....................VICE PRESIDENT
KROENKE, MICHAEL A.....ASSOC VP/INVESTMENT OFFICER
KROHN, WILLIAM E.............VP/INVESTMENT OFFICER
KUECHENMEISTER, DANIEL P............VICE PRESIDENT
KUEHN, GREGORY J................INVESTMENT OFFICER
KURIMAY, JOSEPH W............VP/INVESTMENT OFFICER
KUSS, GREGORY M.............SVP/INVESTMENT OFFICER
KUZNIK, CHERYLL A.........ASSOCIATE VICE PRESIDENT
LAABS, JANELLE S..........ASSOCIATE VICE PRESIDENT
LAINSON JR, JOHN J...........VP/INVESTMENT OFFICER
LAIR, DENNIS A.........ASSOC VP/INVESTMENT OFFICER
LAMBERT, KARL R........ASSOC VP/INVESTMENT OFFICER
LAMSON, DENNIS R...........VP/IO/MANAGING DIRECTOR
LANE, ALFRED W..............SVP/INVESTMENT OFFICER
LANG, HENRY L................VP/INVESTMENT OFFICER
LANGLEY, ROBERT W...............INVESTMENT OFFICER
LANKFORD, PHILIP F..................VICE PRESIDENT
LARKIN, DEAN R...............VP/INVESTMENT OFFICER
LARSEN, JOHN E.............VP/IO/MANAGING DIRECTOR
LARSON, DANIEL L.................MANAGING DIRECTOR
LARSON, GREGORY A.........ASSOCIATE VICE PRESIDENT
LARSON, KENNETH R.........ASSOCIATE VICE PRESIDENT
LARSON, KURT D..................INVESTMENT OFFICER
LAUBE, DAVID D...............VP/INVESTMENT OFFICER
LAWRENCE, CHRISTOPHER JD............VICE PRESIDENT
LAWRENCE, GORDON D..........FVP/INVESTMENT OFFICER
LAWSON, GEORGE A.............VP/INVESTMENT OFFICER
LEACH JR, ROBERT A........AVP/IO/MANAGING DIRECTOR
LEAVERTON, KARL V............SENIOR VICE PRESIDENT
LEAVITT, CRAYTON D...........VP/INVESTMENT OFFICER
LEE, ROBERT M...................INVESTMENT OFFICER
LEHR, LEON .....................INVESTMENT OFFICER
LEONARD, BRYAN W..............FIRST VICE PRESIDENT
LESLIE, MARK T......................VICE PRESIDENT
LETHEBY, MICHAEL J.....ASSOC VP/INVESTMENT OFFICER
LEVINE, ROBERT G.............VP/INVESTMENT OFFICER
LEVY, MARK ..................VP/INVESTMENT OFFICER
LEWIS, RICHARD J.............VP/INVESTMENT OFFICER
LIBERTY, BRIAN F................INVESTMENT OFFICER
LISTON, LARRY G..............VP/INVESTMENT OFFICER
LITT, LARRY N...................INVESTMENT OFFICER
LOGUE, EDWARD J.....................VICE PRESIDENT
LONGSDORF, RICHARD M.........VP/INVESTMENT OFFICER
LORENCE, DRAKE W.............VP/INVESTMENT OFFICER
LORENZ, JULIE A...........ASSOCIATE VICE PRESIDENT
LOVE, RONALD L...............VP/INVESTMENT OFFICER
LUKK, OTT ...................VP/INVESTMENT OFFICER
LUNDQUIST, STEVEN W....ASSOC VP/INVESTMENT OFFICER
LUTIGER, JAMES P.............VP/INVESTMENT OFFICER
MACMILLAN, ROBERT J.................VICE PRESIDENT
MACPHERSON, GARY K..........SVP/INVESTMENT OFFICER
MADSEN, EARL K..............SVP/INVESTMENT OFFICER
MADSEN, JOHN K...............VP/INVESTMENT OFFICER
MADSON, JENNIFER L..................VICE PRESIDENT
MAERTENS, RAYMOND J.............INVESTMENT OFFICER
MAGUE, WILLIAM W..........ASSISTANT VICE PRESIDENT
MAKELA, ROBERT P................INVESTMENT OFFICER
MANNA, MARYANN M..........ASSOCIATE VICE PRESIDENT
MANSKE JR, STANLEY R........SVP/INVESTMENT OFFICER
MARCOTTE, DANIEL B...............MANAGING DIRECTOR
MARDEN, DOROTHY A...............INVESTMENT OFFICER
MAREK, JOSEPH R.................INVESTMENT OFFICER
MARKS, BENNETT E.............VP/INVESTMENT OFFICER
MARSHALL, JAMES A...................VICE PRESIDENT
MASTERSON, THOMAS E..........VP/INVESTMENT OFFICER
MATAIC, DANIEL J..........ASSOCIATE VICE PRESIDENT
MAYERLE, JOHN P..............VP/INVESTMENT OFFICER
MCBRIDE, JOSEPH M..........VP/IO/MANAGING DIRECTOR
MCCAGUE, ANN C......................VICE PRESIDENT
MCCALLUM, MAUREEN C.................VICE PRESIDENT
MCCORMICK, MICHAEL S......AVP/IO/MANAGING DIRECTOR
MCCOY, HARRY A..............SVP/INVESTMENT OFFICER
MCDOW, JO L..................VP/INVESTMENT OFFICER
MCDOWELL, WILLIAM L........VP/IO/MANAGING DIRECTOR
MCEVOY, SHIRLEY A............VP/INVESTMENT OFFICER
MCFARLAND, DEVON M..............INVESTMENT OFFICER
MCFARLAND, RICHARD D.................VICE CHAIRMAN
MCFARLIN, JEFF C................INVESTMENT OFFICER
MCGRAW, KNOWEL K.......ASSOC VP/INVESTMENT OFFICER
MCGUIRE, TOM W..............FVP/INVESTMENT OFFICER
MCKELLIN, DAVID W......ASSOC VP/INVESTMENT OFFICER
MCKENNA, JAMES D.............VP/INVESTMENT OFFICER
MCKENZIE, KENNETH P.............INVESTMENT OFFICER
MCLAUGHLIN, CASEY P.......AVP/IO/MANAGING DIRECTOR
MCNEIL, MICHAEL L......ASSOC VP/INVESTMENT OFFICER
MCPHAIL, DAN C.........ASSOC VP/INVESTMENT OFFICER
MCQUAID, MICHAEL M...........VP/INVESTMENT OFFICER
MEAD, DON R............ASSOC VP/INVESTMENT OFFICER
MEANS, JAMES A...............VP/INVESTMENT OFFICER
MEDVED, JAMES J.................INVESTMENT OFFICER
MEDVED, JERRY C..............VP/INVESTMENT OFFICER
MEHRER, ROGER L.............FVP/INVESTMENT OFFICER
MELTON, DONALD R..........SVP/IO/MANAGING DIRECTOR
MENDELIN, DAVID ....................VICE PRESIDENT
MERBACK, MICHAEL C..............INVESTMENT OFFICER
MERRIAM, THEODORE D.................VICE PRESIDENT
MERRILL, RHETT W....................VICE PRESIDENT
METZ, JOHN W...........ASSOC VP/INVESTMENT OFFICER
MEYER, PEGGY L............ASSOCIATE VICE PRESIDENT
MICHELOTTI, KIRK DAVID.......VP/INVESTMENT OFFICER
MILES, PETER B...............VP/INVESTMENT OFFICER
MILLER, JAMES E.................INVESTMENT OFFICER
MILLER, JOSEPH M................INVESTMENT OFFICER
MILLER, LEO G...................INVESTMENT OFFICER
MILLER, MITCHELL D...........VP/INVESTMENT OFFICER
MILLS, MICHAEL B.......ASSOC VP/INVESTMENT OFFICER
MISNER JR, JOHN W............VP/INVESTMENT OFFICER
MISTAK, THOMAS L................INVESTMENT OFFICER
MOEN, PHYLLIS E.............FVP/INVESTMENT OFFICER
MOONEY, ANTHONY J..........VP/IO/MANAGING DIRECTOR
MOONEY, RICHARD A...........SVP/INVESTMENT OFFICER
MOORE, THEODORE H............VP/INVESTMENT OFFICER
MORTIMER JR, ROBERT T......VP/IO/MANAGING DIRECTOR
MORTIMER, PETER S............VP/INVESTMENT OFFICER
MUELLER, CRAIG P....................VICE PRESIDENT
MUELLER, FREDERICK B.........VP/INVESTMENT OFFICER
MUELLER, PATRICIA A.......AVP/IO/MANAGING DIRECTOR
MUNRO, CHARLES B.............VP/INVESTMENT OFFICER
MURDOCK, GUY B...................MANAGING DIRECTOR
MURPHY, JAMES J.............SVP/INVESTMENT OFFICER
MURPHY, KATHLEEN R..................VICE PRESIDENT
MURPHY, PATRICK J...............INVESTMENT OFFICER
MURRAY, DENNIS J.................MANAGING DIRECTOR
MYERS, DAVID E............SVP/IO/MANAGING DIRECTOR
NAEDLER, HENRY W.............VP/INVESTMENT OFFICER
NAKAMURA, THEODORE T.........VP/INVESTMENT OFFICER
NASH, CHARLES F..............VP/INVESTMENT OFFICER
NASLUND, RANDOLPH W.............INVESTMENT OFFICER
NEARY, BRUCE T......................VICE PRESIDENT
NELSON, DENNIS E....................VICE PRESIDENT
NELSON, DONALD A.......ASSOC VP/INVESTMENT OFFICER
NELSON, ROBERT E.......ASSOC VP/INVESTMENT OFFICER
NELSON, TERRY G.................INVESTMENT OFFICER
NETZEL, THOMAS C..............FIRST VICE PRESIDENT
NIEBLER, GREGORY A...........VP/INVESTMENT OFFICER
NIELSON, THOMAS E............VP/INVESTMENT OFFICER
NIES, ROYCE N................VP/INVESTMENT OFFICER
NODLER, RICHARD E......ASSOC VP/INVESTMENT OFFICER
NORDSTROM, JONATHAN W...............VICE PRESIDENT
NORRIS, ROCKY J............VP/IO/MANAGING DIRECTOR
NOWICKI, JOHN M..............VP/INVESTMENT OFFICER
NUNES JR, ARTHUR G..........FVP/INVESTMENT OFFICER
O'BRIEN, GORDON A...............INVESTMENT OFFICER
O'CONNOR, GREGORY D.................VICE PRESIDENT
O'MALLEY, JOHN C..........EXECUTIVE VICE PRESIDENT
O'MEARA JR, MICHAEL J..ASSOC VP/INVESTMENT OFFICER
ODELL, CHARLES K................INVESTMENT OFFICER
OGIELA, GREGORY A............VP/INVESTMENT OFFICER
OLANIE, ERIC F..............FVP/INVESTMENT OFFICER
OLSEN, EVAN P.......................VICE PRESIDENT
OLSEN, KRISTIAN A...........FVP/INVESTMENT OFFICER
OLSON, CRAIG W.........ASSOC VP/INVESTMENT OFFICER
OLSON, MARTIN C.............FVP/INVESTMENT OFFICER
OLTROGGE, GARY R.......ASSOC VP/INVESTMENT OFFICER
ORGEL, MARK A...............SVP/INVESTMENT OFFICER
ORRICO, BRIAN J.................INVESTMENT OFFICER
OWEN, FAITH R.......................VICE PRESIDENT
PACKMAN, JEFFREY S...........VP/INVESTMENT OFFICER
PAFF, ANDREA J..................INVESTMENT OFFICER
PALEEN, JULIE A.....................VICE PRESIDENT
PALMICH, JAMES J..........ASSOCIATE VICE PRESIDENT
PARKS, WILLIAM B............SVP/INVESTMENT OFFICER
PARROTT, GERALDINE M.........VP/INVESTMENT OFFICER
PATES, JOHN R.......................VICE PRESIDENT
PATRICK, SANDRA S...............INVESTMENT OFFICER
PATTERSON, JAMES F.....ASSOC VP/INVESTMENT OFFICER
PATTON, RICK L...............VP/INVESTMENT OFFICER
PAUL, MARTY E...................INVESTMENT OFFICER
PAVISH, JESSICA E...............INVESTMENT OFFICER
PAWLAK, GREGORY S...........SVP/INVESTMENT OFFICER
PEASE, BRAD R...............FVP/INVESTMENT OFFICER
PEASE, SUSAN R......................VICE PRESIDENT
PECK, WENDELL C.................INVESTMENT OFFICER
PECKUMN, DOUGLAS G.....ASSOC VP/INVESTMENT OFFICER
PEDERSEN, LEONARD S..........VP/INVESTMENT OFFICER
PEDERSEN, RICHARD A.........SVP/INVESTMENT OFFICER
PEDERSEN, RICHARD J.....MANAGING DIRECTOR/DIRECTOR
PEDERSON, SANDRA F..................VICE PRESIDENT
PENNER, CYNTHIA L...................VICE PRESIDENT
PERRINE, JEFFREY A..................VICE PRESIDENT
PERSEKE, PAUL H.....................VICE PRESIDENT
PETERS, DANIEL N.............VP/INVESTMENT OFFICER
PETERSON, GARY W............FVP/INVESTMENT OFFICER
PETERSON, GREGORY D..........VP/INVESTMENT OFFICER
PETERSON, JUDD M.......ASSOC VP/INVESTMENT OFFICER
PETRAS, RICHARD G...............INVESTMENT OFFICER
PETTIROSSI, MAUREEN H...............VICE PRESIDENT
PETTIT, LYNN R..............FVP/INVESTMENT OFFICER
PEYTON, JOHN W..............SVP/INVESTMENT OFFICER
PEYTON, ROBERT J.............VP/INVESTMENT OFFICER
PHILLIPS, THOMAS W...........VP/INVESTMENT OFFICER
PIEH, SAM ..................FVP/INVESTMENT OFFICER
PIEROTTI, VINCE ..........ASSOCIATE VICE PRESIDENT
PIETILA, BRADLEY M..............INVESTMENT OFFICER
PIHALY, JAMES R...........ASSOCIATE VICE PRESIDENT
POKELA, BARBARA L.........ASSOCIATE VICE PRESIDENT
POLLOCK, DAVID M............SVP/INVESTMENT OFFICER
POLYDOROS, NICK J...........FVP/INVESTMENT OFFICER
PORASIK, JEFFREY N.....ASSOC VP/INVESTMENT OFFICER
POSNER, ROBERT L............FVP/INVESTMENT OFFICER
POSSIS, MILTON C.............VP/INVESTMENT OFFICER
POWERS, GLENN T..................MANAGING DIRECTOR
PRUNER, RICHARD G.........FVP/IO/MANAGING DIRECTOR
PUGSLEY, PAUL F...........ASSOCIATE VICE PRESIDENT
QUADE, STEVEN A.................INVESTMENT OFFICER
QUAID, STEVEN P.................INVESTMENT OFFICER
QUALLEY, GARY J............VP/IO/MANAGING DIRECTOR
QUALY, JOHN C..........ASSOC VP/INVESTMENT OFFICER
QUIGLEY, THOMAS L......ASSOC VP/INVESTMENT OFFICER
QUINN, ANDREW L.................INVESTMENT OFFICER
QUINN, ANNE M.......................VICE PRESIDENT
QUINN, DAVID M..................INVESTMENT OFFICER
RADTKE, DAVID F.............SVP/INVESTMENT OFFICER
RAE, ROBERT T...............SVP/INVESTMENT OFFICER
RAFTI, WILLIAM R...........VP/IO/MANAGING DIRECTOR
RAMOS, DEAN A.......................VICE PRESIDENT
RANALS, JAMES E..............VP/INVESTMENT OFFICER
RANDALL, BARRY W....................VICE PRESIDENT
RASMUSSEN, BJARNE T....ASSOC VP/INVESTMENT OFFICER
RAU, LINDA L..............ASSOCIATE VICE PRESIDENT
RAY, RICHARD C.........ASSOC VP/INVESTMENT OFFICER
RAYMOND, DIANE L..........ASSOCIATE VICE PRESIDENT
REAGAN, BRIAN J..................MANAGING DIRECTOR
REDMOND, THOMAS P............VP/INVESTMENT OFFICER
REE, SCOTT M........................VICE PRESIDENT
REILLY, JOHN D...............VP/INVESTMENT OFFICER
REINKENSMEYER, DONALD C.........INVESTMENT OFFICER
RENN, JAMES F...................INVESTMENT OFFICER
RESER, ALAN L................VP/INVESTMENT OFFICER
REUSS, DANIEL J..............SENIOR VICE PRESIDENT
REWEY, JAMES O..............SVP/INVESTMENT OFFICER
RICHANBACH, MARK B..............INVESTMENT OFFICER
RICHMAN, MARK T.....................VICE PRESIDENT
RICHTER, ARTHUR H............VP/INVESTMENT OFFICER
RICKMAN, STEVEN R...................VICE PRESIDENT
RIFKIN, ALAN M......................VICE PRESIDENT
RIGGIO, ROBERT C....................VICE PRESIDENT
RING, WARD .........................VICE PRESIDENT
RINGSMUTH, DENNIS M.......SVP/IO/MANAGING DIRECTOR
RIPPY, ROBERT E........ASSOC VP/INVESTMENT OFFICER
RISHER, STEPHAN O...............INVESTMENT OFFICER
ROBERTSON, WILLIAM B.........VP/INVESTMENT OFFICER
ROBINSON, WILLIAM S..........VP/INVESTMENT OFFICER
ROBITAILLE, THOMAS W........FVP/INVESTMENT OFFICER
RODER, JONATHAN M............VP/INVESTMENT OFFICER
ROED JR, CLARENCE FRED....FVP/IO/MANAGING DIRECTOR
ROGERS, MICHAEL K...............INVESTMENT OFFICER
ROMERO, JOHN A.........ASSOC VP/INVESTMENT OFFICER
ROONEY, MICHAEL ....................VICE PRESIDENT
ROSE, KEITH R.......................VICE PRESIDENT
ROSS, WILLIAM F..............VP/INVESTMENT OFFICER
ROSSO, WILLIAM J.............SENIOR VICE PRESIDENT
RUSH, BARRIE J...............VP/INVESTMENT OFFICER
RUSTAD, JAMES W........ASSOC VP/INVESTMENT OFFICER
RYAN, MARGARET M....................VICE PRESIDENT
SALZMAN, DENNIS G............VP/INVESTMENT OFFICER
SAMMONS, GREG P..............SENIOR VICE PRESIDENT
SANTOS, STEPHEN W......ASSOC VP/INVESTMENT OFFICER
SAWYER, ROBERT I.............VP/INVESTMENT OFFICER
SCHAFFNER, GREGORY .............INVESTMENT OFFICER
SCHAUS, DAVID J..............SENIOR VICE PRESIDENT
SCHERER, RACHAEL M...............MANAGING DIRECTOR
SCHLUCHTER, WAYNE W.........FVP/INVESTMENT OFFICER
SCHMIDT, ROGER J............SVP/INVESTMENT OFFICER
SCHNEEBECK, ROBERT J.......VP/IO/MANAGING DIRECTOR
SCHONEBAUM, DAVID R..........VP/INVESTMENT OFFICER
SCHOR, STEPHEN J................INVESTMENT OFFICER
SEBASTIAN, JOHN V............SENIOR VICE PRESIDENT
SEITZ, THOMAS G.....................VICE PRESIDENT
SERGEANT, JAMES CHRIS...............VICE PRESIDENT
SEYLER, JAMES R..............VP/INVESTMENT OFFICER
SHAFFER, WILLIAM J...........VP/INVESTMENT OFFICER
SHANNON, ROBERT S...............INVESTMENT OFFICER
SHARMA, SHREE N..............VP/INVESTMENT OFFICER
SHARP, TERRENCE L............VP/INVESTMENT OFFICER
SHAUGHNESSY, ROBERT M........VP/INVESTMENT OFFICER
SHAW JR, FRED D...........SVP/IO/MANAGING DIRECTOR
SHOEMAKER JR, CHARLES J......VP/INVESTMENT OFFICER
SHOLIAN, DANIEL C............VP/INVESTMENT OFFICER
SIEBOLD, THOMAS H...............INVESTMENT OFFICER
SIEBRASSE, DANIEL H....ASSOC VP/INVESTMENT OFFICER
SIEGLER, JOHN C..............SENIOR VICE PRESIDENT
SIKICH, JOSEPH D.............VP/INVESTMENT OFFICER
SIMMONS, BARBARA N...........VP/INVESTMENT OFFICER
SIMPSON, CAROL D................INVESTMENT OFFICER
SINCLAIR, CHARLES W..........VP/INVESTMENT OFFICER
SINKULA, JOHN A.............SVP/INVESTMENT OFFICER
SIRE, WENDY R..........ASSOC VP/INVESTMENT OFFICER
SITZER, HOWARD D.................MANAGING DIRECTOR
SKILLESTAD, ROBERT A.........VP/INVESTMENT OFFICER
SLAASTED, ROBERT J..............INVESTMENT OFFICER
SLICHTER, KENNETH C..............MANAGING DIRECTOR
SLOAN, OWEN A................VP/INVESTMENT OFFICER
SMEGAL, BRADLEY T............VP/INVESTMENT OFFICER
SMITH, BRUCE E...............VP/INVESTMENT OFFICER
SMITH, DAVID W...............VP/INVESTMENT OFFICER
SMITH, DELBERT E............FVP/INVESTMENT OFFICER
SMITH, GRANT D...............VP/INVESTMENT OFFICER
SMITH, RONALD W..............VP/INVESTMENT OFFICER
SMITH, STEPHEN M....................VICE PRESIDENT
SMOLAREK, CORINNE M.......ASSOCIATE VICE PRESIDENT
SODERLUND, JOHN R............VP/INVESTMENT OFFICER
SOGGE, DAVID B...............SENIOR VICE PRESIDENT
SOLON, VLASIE ............SVP/IO/MANAGING DIRECTOR
SOUDERS, WILLIAM R............FIRST VICE PRESIDENT
SOUTH, DONALD R............VP/IO/MANAGING DIRECTOR
SPAVIN, CHARLES H...............INVESTMENT OFFICER
SPEARS, GREGORY V..........VP/IO/MANAGING DIRECTOR
SPENCER, MICHAEL M..............INVESTMENT OFFICER
SPHEERIS, LEON G.............VP/INVESTMENT OFFICER
SPRINGER, SCOTT D......ASSOC VP/INVESTMENT OFFICER
SPURRIER, JOHN E...............SVP/INVESTMENT OFCE
STANO, JOHN P................VP/INVESTMENT OFFICER
STEHR, ROLLYN D.................INVESTMENT OFFICER
STENGEL, JOHN R...........SVP/IO/MANAGING DIRECTOR
STONER JR, PAUL A............VP/INVESTMENT OFFICER
STOREY JR, BENJAMIN M.......SVP/INVESTMENT OFFICER
STOTTS, THOMAS J....................VICE PRESIDENT
STOVER, ALLEN L.............SVP/INVESTMENT OFFICER
STRAIGHT, THOMAS G.........VP/IO/MANAGING DIRECTOR
STROM, KEVIN L...................MANAGING DIRECTOR
STYRBICKI, JOHN M.............FIRST VICE PRESIDENT
SUCHARSKI, THOMAS J..........VP/INVESTMENT OFFICER
SULLIVAN, MICHAEL G.................VICE PRESIDENT
SULLIVAN, PATRICK T.................VICE PRESIDENT
SULLIVAN, THOMAS E...............MANAGING DIRECTOR
SULLIVAN, THOMAS M...............MANAGING DIRECTOR
SUMNERS, MARY S.....................VICE PRESIDENT
SUNDAHL, CARLA J................INVESTMENT OFFICER
SURBECK, RICHARD J..........SVP/INVESTMENT OFFICER
SVENDSEN, G ROLF....................VICE PRESIDENT
SWANSON, CYNTHIA J...........VP/INVESTMENT OFFICER
SWANSON, ROGER W.............VP/INVESTMENT OFFICER
SWART, KEITH D......................VICE PRESIDENT
SWEET, CATHERINE L..................VICE PRESIDENT
SWENO, JEFFREY G.............VP/INVESTMENT OFFICER
SYKES, SUSAN M..................INVESTMENT OFFICER
SYMINGTON, GAREY T..................VICE PRESIDENT
TALT, SANDRA L............ASSOCIATE VICE PRESIDENT
TEJERA, RICHARD J................MANAGING DIRECTOR
THEISS, RANDY L.....................VICE PRESIDENT
THICKENS, DAVID W.........ASSOCIATE VICE PRESIDENT
THIELE, RICHARD W......ASSOC VP/INVESTMENT OFFICER
THOMAS, FAYETTE ............FVP/INVESTMENT OFFICER
THOMPSON, JOHN G............FVP/INVESTMENT OFFICER
THOMPSON, JOHN L...........VP/IO/MANAGING DIRECTOR
THORNTON, MICHAEL J....ASSOC VP/INVESTMENT OFFICER
TIERNEY, EUGENE W............VP/INVESTMENT OFFICER
TOBIN, CATHLEEN B............SENIOR VICE PRESIDENT
TORKELSON, BRYN H...........SVP/INVESTMENT OFFICER
TRAGESER, DAVID P...................VICE PRESIDENT
TRAMMEL, SUSAN S..........ASSOCIATE VICE PRESIDENT
TRIPP, THOMAS G..............VP/INVESTMENT OFFICER
TSCHETTER, RONALD A.......EXECUTIVE VICE PRESIDENT
TWOHIG, JOSEPH E.............VP/INVESTMENT OFFICER
UPIN, DAVID T................VP/INVESTMENT OFFICER
UPTON III, JOHN HAROLD.......VP/INVESTMENT OFFICER
UTLEY, JAMES T.............VP/IO/MANAGING DIRECTOR
UTOFT, DANIEL A...........ASSOCIATE VICE PRESIDENT
VANAMEN, MARTIN J...............INVESTMENT OFFICER
VANDEN HEUVEL, MATTHEW J........INVESTMENT OFFICER
VINSON, CURTIS .................INVESTMENT OFFICER
VOGEL, CHARLES S....................VICE PRESIDENT
VOGEL, DALE J................VP/INVESTMENT OFFICER
VOLK, JOAN L..............ASSOCIATE VICE PRESIDENT
VORHEES, BRAD M..............VP/INVESTMENT OFFICER
WADE, EUGENE R...............VP/INVESTMENT OFFICER
WAGGONER, KENNETH D.......ASSOCIATE VICE PRESIDENT
WAITS, DENNIS N.................INVESTMENT OFFICER
WALL, CURTIS L............FVP/IO/MANAGING DIRECTOR
WALLSTEIN, GARY L............VP/INVESTMENT OFFICER
WALSH, STEPHEN J.......ASSOC VP/INVESTMENT OFFICER
WALTER, THOMAS T................INVESTMENT OFFICER
WANNE, SIDNEY C.............SVP/INVESTMENT OFFICER
WARNER, CRAIG W........ASSOC VP/INVESTMENT OFFICER
WATTIER, RICHARD A..............INVESTMENT OFFICER
WEBB, STANTON R..............VP/INVESTMENT OFFICER
WEBB, STEVEN F..................INVESTMENT OFFICER
WEBER, PATRICK J.................MANAGING DIRECTOR
WEED, THOMAS G................IO/MANAGING DIRECTOR
WEEMS, DON G.................VP/INVESTMENT OFFICER
WEINGARTNER, HARRY...........VP/INVESTMENT OFFICER
WEINRICH, FREDERICK J........VP/INVESTMENT OFFICER
WEIRICH, JOSEPH J............VP/INVESTMENT OFFICER
WELCH, JOHN D................SENIOR VICE PRESIDENT
WELTZIEN, DON L.............SVP/INVESTMENT OFFICER
WENDEL, MICHAEL R...............INVESTMENT OFFICER
WEST JR, GENE T..............VP/INVESTMENT OFFICER
WESTERBUR, BARBARA J................VICE PRESIDENT
WESTLING, CHARLES B..............MANAGING DIRECTOR
WHALEN JR, JOHN L............VP/INVESTMENT OFFICER
WHITE, JAMES R......................VICE PRESIDENT
WHITE, RONALD G...........FVP/IO/MANAGING DIRECTOR
WICK, SCOTT R................VP/INVESTMENT OFFICER
WICKMAN, BARRY E.............VP/INVESTMENT OFFICER
WIEDERHOEFT, DIANE M......ASSOCIATE VICE PRESIDENT
WIER, MICHAEL J..................MANAGING DIRECTOR
WILKINS, RICHARD G...........VP/INVESTMENT OFFICER
WILKINSON, CHARLES H.........VP/INVESTMENT OFFICER
WILLE, VICKI L.........ASSOC VP/INVESTMENT OFFICER
WILLIAMS, ROBERT D..........FVP/INVESTMENT OFFICER
WILSON, DENNIS A............FVP/INVESTMENT OFFICER
WILSON, ROBERT J...........VP/IO/MANAGING DIRECTOR
WILSON, TERRANCE L.........VP/IO/MANAGING DIRECTOR
WINKEY, TRAVIS J....................VICE PRESIDENT
WINSNESS, SHARON R...........VP/INVESTMENT OFFICER
WISEMAN, WILLIAM R..............INVESTMENT OFFICER
WITT, GREGORY A.................INVESTMENT OFFICER
WITTENBURG, BONNIE L.............MANAGING DIRECTOR
WOLFE, DAVID M......................VICE PRESIDENT
WOZNIAK, JAMES M.............VP/INVESTMENT OFFICER
WOZNY, GARY M................VP/INVESTMENT OFFICER
WRICH, THOMAS L.................INVESTMENT OFFICER
WRIGHT, ROBERT S................INVESTMENT OFFICER
WURST, MOLLY A............ASSOCIATE VICE PRESIDENT
WYSZYNSKI, DON H........MANAGING DIRECTOR/DIRECTOR
YANISCH, STEPHEN J......MANAGING DIRECTOR/DIRECTOR
YOUNG, GAVIN W..............SVP/INVESTMENT OFFICER
ZIEHL, WILLIAM H.............VP/INVESTMENT OFFICER
ZIMM, RODNEY V..................INVESTMENT OFFICER
ZIMMER, MARY E......................VICE PRESIDENT
RAUSCHER PIERCE REFSNES, INC. 1996 OFFICERS
ABRAMS, MICHAEL I.........FSTVP, INVESTMENT BANKER
AGUILA JR, PERCY R...........VP, INVESTMENT BANKER
AIRINGTON, J EVERETT...........VP, INVESTMENT EXEC
AKE, PAUL JOSEPH........................VP, TRADER
ALEXANDER, STEVEN R............VP, INVESTMENT EXEC
ALEXANDER, VERNON E............VP, INVESTMENT EXEC
ANDREW, JAMES M.............SR VP, INVESTMENT EXEC
AYERS, RONNIE M................VP, INVESTMENT EXEC
BAKER, ALLEN DALE...........FSTVP, INVESTMENT EXEC
BAKER, JOHN R..................VP, INVESTMENT EXEC
BAKER, MARK S...............SR VP, INVESTMENT EXEC
BALDWIN, WILLIAM L..........SR VP, INVESTMENT EXEC
BALES, WESLEY O.............SR VP, INVESTMENT EXEC
BARKER, WILLIAM E............SR VP, RESEARCH COORD
BARNARD, WILLIAM K..................SR VP, MANAGER
BARNETT, JERRY D............SR VP, INVESTMENT EXEC
BARNETT, ROBERT W...........SR VP, INVESTMENT EXEC
BARNEY, ROGER A................VP, INVESTMENT EXEC
BARRY, LYNN B...........................VP, TRADER
BARTHOLOMEW, JANA R.......FSTVP, INVESTMENT BANKER
BAUCHMAN, JOHN R........................VP, TRADER
BECKER, PAMELA LYNN..........VP, INVESTMENT BANKER
BENSON, BRYAN E................VP, INVESTMENT EXEC
BERGMAN, CAROLYN........................VP, TRADER
BIEGEL, WILLIAM H..............VP, INVESTMENT EXEC
BLACKWELL, JOHN T...........SR VP, INVESTMENT EXEC
BLATTEL, RUDOLF J.......................VP, TRADER
BLONKVIST, KEVIN M.............VP, INVESTMENT EXEC
BLOOMFIELD JR, EDWIN E......SR VP, INVESTMENT EXEC
BLOUNT, HARRY..........................VP, ANALYST
BONNER, PAULETTA...............VP, INVESTMENT EXEC
BOULWARE JR, JOHN C.........SR VP, INVESTMENT EXEC
BOWEN, J. LEE..................VP, INVESTMENT EXEC
BOYNTON, JAMES BRYAN........FSTVP, INVESTMENT EXEC
BOZALIS JR, JOHN R...........VP, INVESTMENT BANKER
BRANDENBERGER, ROBERT J.....SR VP, INVESTMENT EXEC
BRASHER II, JOHN S.............VP, INVESTMENT EXEC
BRAVER, ROBERT E............SR VP, INVESTMENT EXEC
BRAZELTON III, LEWIS E......SR VP, INVESTMENT EXEC
BRECKENRIDGE, JOHN R...........VP, INVESTMENT EXEC
BROLLIER, DAVID S...........FSTVP, INVESTMENT EXEC
BROOKS, PHILIP J...............VP, INVESTMENT EXEC
BROWN JR, ROBERT H.........EX VP, MFG/CORP CAPITAL
BROWN, STEVE...........................VP, MANAGER
BUBAS, DAVID A.................VP, INVESTMENT EXEC
BUCHANAN, D KIRK.......................VP, MANAGER
BUCHANAN, ROBERT............SR VP, INVESTMENT EXEC
BUCK, G CLYDE.............SR VP, MANAGING DIRECTOR
BUNDOCK, JOHN E................VP, INVESTMENT EXEC
BURKHART, THEODORE R........SR VP, SW DISTRICT MGR
BURNETT, FREDERICK W........SR VP, INVESTMENT EXEC
BURNS, DANIEL A................VP, INVESTMENT EXEC
BUTLER, SUSAN A.............FSTVP, INVESTMENT EXEC
CAMPBELL, WILLIAM B............VP, INVESTMENT EXEC
CAMPBELL, WILLIAM F..........SR VP, BRANCH MANAGER
CARNEY, WILLIAM R............VP, INVESTMENT BANKER
CARTER, JOHN THOMAS.................SR VP, MANAGER
CASHMAN, SALLY L............SR VP, INVESTMENT EXEC
CASSIDY, PAUL J.....................FSTVP, MANAGER
CATUZZI, LAWRENCE R.......SR VP, MANAGING DIRECTOR
CHANEY, CRAIG A.............SR VP, INVESTMENT EXEC
CHAPMAN, BRUCE SCOTT........FSTVP, INVESTMENT EXEC
CHAPMAN, VAN WILLIAM...........VP, INVESTMENT EXEC
CHESLER, LAURA EHRENBERG........VP, BRANCH MANAGER
CHESLEY, GED S...............FSTVP, BRANCH MANAGER
CHESNUT JR, WILLIAM G.......SR VP, INVESTMENT EXEC
CHILDRES, GLENN DEAN........SR VP, INVESTMENT EXEC
CLAWSON, ROBERT JEFF...........VP, INVESTMENT EXEC
CLONTZ, RANDLE L...............VP, INVESTMENT EXEC
COLONNA, THOMAS PAUL........SR VP, INVESTMENT EXEC
COLORADO, TAMARA F...........VP, INVESTMENT BANKER
COOLEY III, JAMES W..................FSTVP, TRADER
COOPER, DUANE C.............SR VP, INVESTMENT EXEC
COOPER, MALCOLM L............SR VP, BRANCH MANAGER
COPE SR, MICHAEL A...................FSTVP, TRADER
CORDIAK, ROBERT B..............VP, INVESTMENT EXEC
COTTRELL, JOHN HALL............VP, INVESTMENT EXEC
COUCH, STEPHEN F...............VP, INVESTMENT EXEC
CUNNINGHAM, JOSEPH P......SR VP, MANAGING DIRECTOR
CUNNINGHAM, THOMAS L...................VP, ANALYST
CUTCHALL, CRESTON C.........SR VP, INVESTMENT EXEC
DALTON, JOHN W..............FSTVP, INVESTMENT EXEC
DAVIS JR, CHARLES DWAIN......VP, SALES MGR/INV.EXC
DAVIS JR, RICHARD H.......SR VP, RESEARCH DIRECTOR
DAVIS, CELESTE E..........SR VP, INVESTMENT BANKER
DAVIS, LONAL L...................VP, MARKETING MGR
DAVIS, RICHARD L..........SR VP, MANAGING DIRECTOR
DELONG, F. DONALD..............VP, INVESTMENT EXEC
DEMARZIO, DAVID..............SR VP, BRANCH MANAGER
DENNIS, RANDY W................VP, INVESTMENT EXEC
DEVENPORT, JOHN T..............VP, INVESTMENT EXEC
DINERMAN, MARY A............SR VP, INVESTMENT EXEC
DOLLARHIDE, DAVID W.........SR VP, INVESTMENT EXEC
DORRANCE JR, GEORGE W.......FSTVP, INVESTMENT EXEC
DRALLE, SHAWN M..............VP, INVESTMENT BANKER
DUPERIER, FRANK D...........SR VP, INVESTMENT EXEC
DUPRE, DANIEL A.............SR VP, INVESTMENT EXEC
DUPSKE, MARY F.........................VP, MANAGER
EADES, THOMAS H................VP, INVESTMENT EXEC
EASTERBROOK, MARK S....................VP, ANALYST
ELLER, JAMES R..............FSTVP, INVESTMENT EXEC
ELLSTON, GREGORY W..................FSTVP, MANAGER
EVANS, MARC W...............FSTVP, INVESTMENT EXEC
FERNANDEZ, RUBEN G.............VP, INVESTMENT EXEC
FERRANTE, JOSEPH P..........SR VP, INVESTMENT EXEC
FESTE, JOSEPH A.............FSTVP, INVESTMENT EXEC
FISH, KURT R...........................VP, ANALYST
FORRESTER, TOMMY...............VP, INVESTMENT EXEC
FRADENBURG, GLEN A.............VP, INVESTMENT EXEC
FREE, JOLYNN H.................VP, INVESTMENT EXEC
FREUND, KURT M............SR VP, MANAGING DIRECTOR
FULLER, SANDRA J.......................VP, MANAGER
GEESMAN, JOHN L...........SR VP, MANAGING DIRECTOR
GERON, JAMES M............SR VP, MANAGING DIRECTOR
GESSINGER, P RICHARD......SR VP, MANAGING DIRECTOR
GIACOBBE, ROBERT J.............VP, INVESTMENT EXEC
GILBERT, JOHN W................VP, INVESTMENT EXEC
GILBERT, LARRY O...............VP, ASST BR MANAGER
GILLESPIE, ROBERT E............VP, INVESTMENT EXEC
GILMAN, RICHARD M...................SR VP, MANAGER
GLOSSER, GREGORY C..........SR VP, INVESTMENT EXEC
GOLLADAY, MONTY A..............VP, INVESTMENT EXEC
GREEN, JAMES E..............SR VP, INVESTMENT EXEC
GREEN, MICHAEL D...............VP, INVESTMENT EXEC
GREER JR, JOHN MARCUS...............FSTVP, MANAGER
GRIMES, MARSHALL W.............VP, INVESTMENT EXEC
GUMBERT, WILLIAM J........FSTVP, INVESTMENT BANKER
GUTKOWSKI SR, JOSEPH P......SR VP, INVESTMENT EXEC
HAGNER, LAURA..........................VP, ANALYST
HALPERN, MILTON.............SR VP, INVESTMENT EXEC
HAM, JAMES M................SR VP, INVESTMENT EXEC
HAMEL, CHRISTOPHER P......SR VP, MANAGING DIRECTOR
HANLEY, DONALD W............SR VP, INVESTMENT EXEC
HARDEE, H H.................SR VP, INVESTMENT EXEC
HARRIS, KENNETH B.......................VP, TRADER
HARTWIG, LEIF C.............FSTVP, INVESTMENT EXEC
HASIE, MONTAGUE S............SR VP, BRANCH MANAGER
HASIE, TODD L...............SR VP, INVESTMENT EXEC
HAUSE JR, GERALD W.............VP, INVESTMENT EXEC
HENDERSON, DALE R.........SR VP, MANAGING DIRECTOR
HENDERSON, ROBERT V.......SR VP, MANAGING DIRECTOR
HERNDON, RUSSELL B..........SR VP, INVESTMENT EXEC
HICKEY, JOHN E.............SR VP, BR MGR/PRESIDENT
HICKMAN, ROBERT F...........SR VP, INVESTMENT EXEC
HICKS, LINDSEY P................VP, BRANCH MANAGER
HIGLEY, ROBERT A............SR VP, INVESTMENT EXEC
HILGER, MICHAEL D..............VP, INVESTMENT EXEC
HILLIS, AKLEEMA........................VP, MANAGER
HIXON, KAREN S..........................VP, TRADER
HOLDER, JOYCE L....................VP, UNDERWRITER
HOLDER, TODD H...............VP, INVESTMENT BANKER
HOLLENKAMP, DENNIS..............VP, SYSTEM LIAISON
HOOSE, ANN M................SR VP, INVESTMENT EXEC
HORLER, VIRGINIA L........SR VP, MANAGING DIRECTOR
HORTON, BLYTHE M........................VP, TRADER
HORTON, GARY L.................VP, INVESTMENT EXEC
HOUSTON, DAVID LYNN..........SR VP, BRANCH MANAGER
HOWARD JR, JAMES W...........VP, INVESTMENT BANKER
HOWELL, DANIEL D...............VP, INVESTMENT EXEC
HUSSEY, BOYNTON..............FSTVP, BRANCH MANAGER
ILDEBRANDO, FRANK J.......SR VP, INVESTMENT BANKER
JENKINS, STEVEN R............VP, FINANCIAL ANALYST
JENSEN, WINSTON M.........SR VP, MANAGING DIRECTOR
JOBES, WILLIAM K............SR VP, INVESTMENT EXEC
JOHNSEN, ROBERT J.........SR VP, MANAGING DIRECTOR
JOHNSTON, DWIGHT T.........SR VP, FIXED INCOME TAX
JOHNSTONE, WILLIAM A................CEO, PRESIDENT
JONES, B PAUL..................VP, INVESTMENT EXEC
JONES, BARBARA R.......................VP, MANAGER
JONES, CHRISTOPHER B...........VP, INVESTMENT EXEC
JORDAN, JAY.................SR VP, INVESTMENT EXEC
KEARNEY, JOHN D...........SR VP, MANAGING DIRECTOR
KELLER, STEWART................VP, INVESTMENT EXEC
KELLY, LINDA B................VP, MUNICIPAL RETAIL
KILLIAN, KENNETH V.............VP, INVESTMENT EXEC
KIMBALL, BRADLEY S............SR VP, DIR/HUMAN RES
KING SR, MICHAEL C..........SR VP, INVESTMENT EXEC
KING, BILLIE C................VP , INVESTMENT EXEC
KIPP, JAMES R.............SR VP, INVESTMENT BANKER
KNIGHT, JOHN C.................VP, INVESTMENT EXEC
KOCUREK, DAVID C...............VP, INVESTMENT EXEC
KRATKIEWICZ, RICHARD L.........VP, INVESTMENT EXEC
LAMBERT, CARL...............SR VP, INVESTMENT EXEC
LANE, LYN A....................VP, OPTIONS/SR. ROP
LANGDON, BERT..................VP, INVESTMENT EXEC
LAPIER, DAVID G.............FSTVP, INVESTMENT EXEC
LARKIN, JAMES J..............FSTVP, BRANCH MANAGER
LAROS, THOMAS G.............SR VP, INVESTMENT EXEC
LENHART, GARY L.....................SR VP, MANAGER
LEWIS, HOLDEN..........................VP, ANALYST
LIES IV, WILLIAM.......................VP, MANAGER
LINDGREN, KENNETH K.......SR VP, MANAGER/UNDRWRTNG
LODDO, MARK C...........................VP, TRADER
LOGAN JR, JACKSON D.................SR VP, MANAGER
LOPEZ, CELIA O..........................VP, TRADER
LOWERY, JOHN F................VP, MRG GENERAL SRVS
LOY, CLAUDE E...............SR VP, INVESTMENT EXEC
LYNCH JR, LESLIE O...........EX VP, PUBLIC FINANCE
MACHAK, GARY P............FSTVP, INVESTMENT BANKER
MAREK, JOHN J...............SR VP, INVESTMENT EXEC
MARSHALL, JOSEPH A..........SR VP, INVESTMENT EXEC
MARTIN, TRUMAN F...............VP, INVESTMENT EXEC
MATRONE, VINCENT A........SR VP, MANAGING DIRECTOR
MATTHEWS III, HENRY P...................VP, TRADER
MAYRISCH, LENARD...............VP, INVESTMENT EXEC
MCARTHUR, DOUGLAS E............VP, INVESTMENT EXEC
MCDERMOTT, ROBERT L........SR VP, OPERATIONS/ADMIN
MCDONALD, JOHN A...............VP, INVESTMENT EXEC
MCDONNELL JR, PAUL C......FSTVP, INVESTMENT BANKER
MCGOWAN, SPENCER D..........FSTVP, INVESTMENT EXEC
MCKENZIE, KEITH S...........SR VP, INVESTMENT EXEC
MIDDLETON, RICHARD J........FSTVP, INVESTMENT EXEC
MILDREN, WILLIAM H.............VP, INVESTMENT EXEC
MILLER, DONALD..............FSTVP, INVESTMENT EXEC
MITCHELL, SCOTT.............SR VP, INVESTMENT EXEC
MODOFF, BRIAN T........................VP, ANALYST
MONDAY, C BARRETT...........SR VP, INVESTMENT EXEC
MONTGOMERY, ERNEST E...........VP, INVESTMENT EXEC
MORGAN JR, PHILIP TY...................VP, ANALYST
MUNDINGER, RICHARD E...........VP, INVESTMENT EXEC
MURRAY, FRANCIS J...........SR VP, INVESTMENT EXEC
MYERS, WALTER F.............FSTVP, INVESTMENT EXEC
NASI, ROBERT A..........................VP, TRADER
NEAL III, J TREY...................VP, UNDERWRITER
NEFF III, JOHN E............SR VP, INVESTMENT EXEC
NEUHAUS JR, JOSEPH R........SR VP, INVESTMENT EXEC
NEUHAUS, EDWARD K..............VP, ASST BR MANAGER
NEWNHAM, MORRIS L...........SR VP, INVESTMENT EXEC
NICKEL, GARY L...............SR VP, BRANCH MANAGER
NIETO, J GREG................VP, INVESTMENT BANKER
NODILO, PATSY LEE...........FSTVP, INVESTMENT EXEC
NOLAN, THOMAS B.............SR VP, INVESTMENT EXEC
O'CONNOR, PATRICIA......................VP, TRADER
O'KEEFE, MICHAEL D.............VP, INVESTMENT EXEC
OAKLEY, JAMES T.............SR VP, INVESTMENT EXEC
OCKWOOD, JEFFREY A..........SR VP, INVESTMENT EXEC
OELZE, RICHARD ROGER...........VP, INVESTMENT EXEC
OLSHEVSKI, GEORGE..............VP, INVESTMENT EXEC
OUGH, KENNETH D...........SR VP, INVESTMENT BANKER
PERNELL, HARRY C..........FSTVP, INVESTMENT BANKER
PIERCE JR, CHARLES C...........V. CHA, IRMAN BOARD
PLANT, PHILLIP M.............SR VP, BRANCH MANAGER
PLANTENBERG, RANDAL............VP, INVESTMENT EXEC
POLLOK JR, LEWIS W..........SR VP, INVESTMENT EXEC
POSEY, ANNE W......................VP, COMMODITIES
POWERS, KEVIN F..............VP, INVESTMENT BANKER
PRESENT, ROBERT J..............VP, INVESTMENT EXEC
RANNOW, TIMOTHY D..............VP, INVESTMENT EXEC
RATHMANN, R CRAIG.........SR VP, INVESTMENT BANKER
RAUSCHER III, JOHN H.................SR VP, TRADER
RAZZANO, JOSEPH.........................VP, TRADER
REANEY, CHRISTIAN..............VP, INVESTMENT EXEC
REED, LINDA PAULETTE...........VP, INVESTMENT EXEC
REICHELT JR, RICHARD R......SR VP, INVESTMENT EXEC
RIGGSBY, LEWIS D...............VP, INVESTMENT EXEC
RITT, JAMES T............FSTVP, DIR.LGL.COMPLIANCE
ROARK, MURRAY B.................VP, BRANCH MANAGER
ROBALIN JR, THORNE W...........VP, INVESTMENT EXEC
ROBERTS, JERRY B............FSTVP, INVESTMENT EXEC
ROGERS, RICHARD L..............VP, INVESTMENT EXEC
ROMER, CHRISTOPHER W......SR VP, INVESTMENT BANKER
ROSNER, CLIFFORD I..........FSTVP, INVESTMENT EXEC
ROSSI, JAMES S..............SR VP, INVESTMENT EXEC
RULE, SCOTT D................VP, FINANCIAL ANALYST
RUSSO, GARY.............................VP, TRADER
SCHAEFER, RICHARD A.........FSTVP, INVESTMENT EXEC
SCHARDIN, STEPHEN L............FSTVP, DIRECTOR/PCS
SCHEFFLER, LEON A..............VP, ASST BR MANAGER
SCHIANO, DOMINICK V.....................VP, TRADER
SCHLUETER, SHIRLEY J...................VP, MANAGER
SCHMIDT, JOHN A.............FSTVP, INVESTMENT EXEC
SCHWENKE, KENNETH F.........SR VP, INVESTMENT EXEC
SEELEY, PETER C................VP, INVESTMENT EXEC
SHAW, JAMES A................VP, INVESTMENT BANKER
SHELDON, JOHN L..............VP, INVESTMENT BANKER
SHEPHERD, FRANK A...........FSTVP, INVESTMENT EXEC
SILVER, LORI SUSAN.....................VP, MANAGER
SINNOTT, JAMES N..................VP, FLOOR BROKER
SLOAN, FRANK O..............SR VP, INVESTMENT EXEC
SMITH, BROOK M............SR VP, MANAGING DIRECTOR
SMITH, DAVID ALBERT.........CEO, PRESIDENT/CHAIRMN
SMITH, GEOFFREY B.............SR VP, ASST. MANAGER
SMITH, NULSEN B.............SR VP, INVESTMENT EXEC
SMITH, ROBERT C.............SR VP, INVESTMENT EXEC
SMITH, RUSS C............SR VP, CNTRL DISTRICT MGR
SMITH, STEPHEN A.......................VP, ANALYST
SMITH, SUSAN L.................VP, INVESTMENT EXEC
SMITH, TRUMAN M.............SR VP, INVESTMENT EXEC
SNIDER JR, JOHN R............VP, INVESTMENT BANKER
SOODHALTER, CHARLES R.......FSTVP, INVESTMENT EXEC
SPAETH, TRACY M................VP, INVESTMENT EXEC
SPARKS, JOSEPH C............SR VP, INVESTMENT EXEC
STANGL, ROBERTA A..............VP, INVESTMENT EXEC
STIEFELING, ERIC H.............VP, INVESTMENT EXEC
STUART, CARL W..............FSTVP, INVESTMENT EXEC
SULLIVAN, JOHN L...............VP, INVESTMENT EXEC
SUTTON, RANDALL C...........SR VP, INVESTMENT EXEC
TARRILLION, JOHN E..........FSTVP, INVESTMENT EXEC
TERPINSKI, CASPER MERLE.....FSTVP, INVESTMENT EXEC
THOMAS, JACK ALAN.........SR VP, WEST DISTRICT MGR
THOMPSON, MARTY.............SR VP, INVESTMENT EXEC
TILLEY JR, JOSEPH A.........SR VP, INVESTMENT EXEC
TOWNSEND JR, PEYTON L..........VP, INVESTMENT EXEC
TRAVERS, JERRY LEE.............VP, INVESTMENT EXEC
TRAWEEK, DARRYL W...............VP, BRANCH MANAGER
TUBB, JOHN HENRY...............VP, INVESTMENT EXEC
TURNER, J NEAL..................VP, BRANCH MANAGER
TURNER, JOHN K............SR VP, MANAGING DIRECTOR
USSERY, TROY A.........................VP, ANALYST
VANN JR, JOHN RUSH.............VP, INVESTMENT EXEC
VANOSKY, ROBERT A..............EX VP, FIXED INCOME
VIA JR, WILBURN ANDREW.......VP, CREDIT AND MARGIN
WAAGE, LAWRENCE.........................VP, TRADER
WAGNER, JEFFREY J.........FSTVP, INVESTMENT BANKER
WALLACE, GENE A.....................SR VP, MANAGER
WALTON, AILEEN L...............VP, INVESTMENT EXEC
WATTS, DAVID M.................VP, INVESTMENT EXEC
WEINBERG, J RUSSELL..........VP, INVESTMENT BANKER
WERNER, STUART C............SR VP, INVESTMENT EXEC
WETTERSCHNEIDER, LARRY K.....SR VP, BRANCH MANAGER
WHEELER, KATHRYN S.............VP, INVESTMENT EXEC
WHITE, JONATHAN D............VP, INVESTMENT BANKER
WHITLEY JR, FRANK J.........SR VP, INVESTMENT EXEC
WHITTAKER, DAVID R..........FSTVP, INVESTMENT EXEC
WICKLUND, JAMES K...................FSTVP, ANALYST
WILHITE, DAN N.................EX VP, RETAIL ADMIN
WILKINSON, DONNA M................VP, DEPT MANAGER
WILLIAMS, LISA KATZ..............VP, MARKETING MGR
WILLIARD, JOHN E............SR VP, INVESTMENT EXEC
WILSON JR, LAWRENCE H.......SR VP, INVESTMENT EXEC
WOODALL, ROBERT L..............VP, INVESTMENT EXEC
WREN, GEORGE E..........................VP, TRADER
WYETT, STEVE................SR VP, INVESTMENT EXEC
YATES, R. MICHAEL...........SR VP, INVESTMENT EXEC
YOUNG SR, DOUGLAS R.........SR VP, INVESTMENT EXEC
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from Great Hall
Investment Funds, Inc.'s July 31, 1996 Annual Report and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> PRIME MONEY MARKET FUND
<MULTIPLIER> 1000
<C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 2,410,132
<INVESTMENTS-AT-VALUE> 2,410,132
<RECEIVABLES> 11,992
<ASSETS-OTHER> 9
<OTHER-ITEMS-ASSETS> 144
<TOTAL-ASSETS> 2,422,277
<PAYABLE-FOR-SECURITIES> 14,987
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,834
<TOTAL-LIABILITIES> 16,821
<SENIOR-EQUITY> 24,055
<PAID-IN-CAPITAL-COMMON> 2,381,401
<SHARES-COMMON-STOCK> 2,405,456
<SHARES-COMMON-PRIOR> 1,598,925
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,405,456
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 108,008
<OTHER-INCOME> 0
<EXPENSES-NET> (13,371)
<NET-INVESTMENT-INCOME> 94,637
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 94,637
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (94,637)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,205,825
<NUMBER-OF-SHARES-REDEEMED> (493,931)
<SHARES-REINVESTED> 94,637
<NET-CHANGE-IN-ASSETS> 806,531
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (9,572)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (13,371)
<AVERAGE-NET-ASSETS> 1,919,181
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (0.05)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.70
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from Great Hall
Investment Funds, Inc.'s July 31, 1996 Annual Report and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> GREAT HALL U.S. GOVERNMENT MONEY MARKET FUND
<MULTIPLIER> 1000
<C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 146,345
<INVESTMENTS-AT-VALUE> 146,345
<RECEIVABLES> 699
<ASSETS-OTHER> 5
<OTHER-ITEMS-ASSETS> 95
<TOTAL-ASSETS> 147,144
<PAYABLE-FOR-SECURITIES> 301
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 157
<TOTAL-LIABILITIES> 458
<SENIOR-EQUITY> 1,467
<PAID-IN-CAPITAL-COMMON> 145,218
<SHARES-COMMON-STOCK> 146,685
<SHARES-COMMON-PRIOR> 122,249
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 146,685
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,393
<OTHER-INCOME> 0
<EXPENSES-NET> (872)
<NET-INVESTMENT-INCOME> 6,521
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 6,521
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (6,521)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 174,596
<NUMBER-OF-SHARES-REDEEMED> (156,681)
<SHARES-REINVESTED> 6,521
<NET-CHANGE-IN-ASSETS> 24,436
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (636)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (872)
<AVERAGE-NET-ASSETS> 133,951
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (0.05)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from Great Hall
Investment Funds, Inc.'s July 31, 1996 Annual Report and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 3
<NAME> GREAT HALL TAX-FREE MONEY MARKET FUND
<MULTIPLIER> 1000
<C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 361,906
<INVESTMENTS-AT-VALUE> 361,906
<RECEIVABLES> 2,630
<ASSETS-OTHER> 6
<OTHER-ITEMS-ASSETS> 133
<TOTAL-ASSETS> 364,675
<PAYABLE-FOR-SECURITIES> 5,263
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 258
<TOTAL-LIABILITIES> 5,521
<SENIOR-EQUITY> 3,591
<PAID-IN-CAPITAL-COMMON> 355,562
<SHARES-COMMON-STOCK> 359,153
<SHARES-COMMON-PRIOR> 363,273
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 359,153
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 13,922
<OTHER-INCOME> 0
<EXPENSES-NET> (2,272)
<NET-INVESTMENT-INCOME> 11,650
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 11,650
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (11,650)
<DISTRIBUTIONS-OF-GAINS> (379)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 358,435
<NUMBER-OF-SHARES-REDEEMED> (374,205)
<SHARES-REINVESTED> 12,028
<NET-CHANGE-IN-ASSETS> (4,120)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (1,926)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (2,272)
<AVERAGE-NET-ASSETS> 384,717
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.03
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (0.03)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.59
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
