GREAT HALL INVESTMENT FUNDS INC, 485BPOS, 2000-12-01

GREAT HALL INVESTMENT FUNDS INC
485BPOS, 2000-12-01

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2000
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
(File No. 33-41395)

Pre-Effective Amendment No. __ | |
Post-Effective Amendment No. 15 |X|
AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
(File No. 811-6340)

Amendment No. 16 |X|
(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)

JOHN C. APPEL
60 SOUTH SIXTH STREET, MINNEAPOLIS, MINNESOTA 55402
(Name and Address of Agent for Service)

COPIES TO:
Matthew L. Thompson
Faegre & Benson LLP
90 South Seventh Street, Suite 2200
Minneapolis, Minnesota 55402

John R. Houston
Robins, Kaplan, Miller & Ciresi L.L.P.
2800 LaSalle Plaza
800 LaSalle Avenue
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
|X| On December 1, 2000 pursuant to paragraph (b) of Rule 485
| | 60 days after filing pursuant to paragraph (a)(1) of Rule 485
| | On [date] pursuant to paragraph (a)(1) of Rule 485
| | 75 days after filing pursuant to paragraph (a)(2) of Rule 485
| | on [date] pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:
| | This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Approximate date of proposed public offering: As soon as practicable
following the effective date of this registration statement.

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 29, 2000.

<PAGE>

GREAT HALL INVESTMENT FUNDS, INC.
REGISTRATION STATEMENT ON FORM N-1A
CROSS REFERENCE SHEET

FORM N-1A ITEM NUMBER
---------------------

<TABLE>
<CAPTION>
PART A CAPTION IN PROSPECTUSES
------ -----------------------

<S> <C>
1. Front and Back Cover Pages ....................................... Cover Pages
2. Risk/Return Summary: Investments, Risks
and Performance ................................................ Profile of the Funds
3. Risk/Return Summary: Fee Table .................................. Fees and Expenses

4. Investment Objectives, Principal Investment Strategies, and
Related Risks .................................................. Profile of the Funds
5. Management's Discussion of Fund Performance ...................... Not applicable
6. Management, Organization, and Capital Structure .................. Fund Management

7. Shareholder Information .......................................... Share Price; How to Buy Shares; How
to Redeem Shares; Distributions;
Taxes
8. Distribution Arrangements ........................................ How to Buy Shares
9. Financial Highlights Information ................................. Financial Highlights

</TABLE>

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

<TABLE>
<CAPTION>
CAPTION IN STATEMENT OF
PART B ADDITIONAL INFORMATION
------ ----------------------

<S> <C>
10. Cover Page and Table of Contents ................................. Cover Page; Table of Contents
11 Fund History ..................................................... General Information
12. Description of the Fund and its Investments and Risks ............ Investment Policies; Investment
Restrictions
13. Management of the Fund ........................................... Directors and Officers
14. Control Persons and Principal Holders
of Securities .................................................. General Information
15. Investment Advisory and Other Services ........................... Management and Distribution
Agreements
16. Brokerage Allocation and Other Practices ......................... Portfolio Transactions
17. Capital Stock and Other Securities ............................... General Information
18. Purchase, Redemption and Pricing of Shares ....................... Determination of Net Asset Value;
Management and Distribution
Agreements
19. Taxation of the Fund ............................................. Taxes

20. Underwriters ..................................................... Management and Distribution
Agreements
21. Calculation of Performance Data .................................. Calculation of Performance Data
22. Financial Statements ............................................. Financial and Other Information

</TABLE>

<PAGE>

GREAT HALL INVESTMENT FUNDS, INC.

POST-EFFECTIVE AMENDMENT NO. 15 TO THE
REGISTRATION STATEMENT ON FORM N-1A

EXPLANATORY NOTE TO REGISTRATION STATEMENT

Great Hall Investment Funds, Inc. (the "Registrant") currently is
authorized to issue its shares in five series, as follows:

Series A -- Great Hall Prime Money Market Fund ("Prime Fund");
Series B -- Great Hall U.S. Government Money Market Fund ("Government
Fund");
Series C -- Great Hall Tax-Free Money Market Fund ("Tax-Free Fund");
Series F -- Great Hall Institutional Prime Money Market Fund
("Institutional Prime Fund"); and
Series G -- Great Hall Institutional Tax-Free Money Market Fund
("Institutional Tax-Free Fund").

Part A consists of two prospectuses -- one prospectus for Prime Fund,
Government Fund and Tax-Free Fund, and a separate prospectus for Institutional
Prime Fund and Institutional Tax-Free Fund.

Part B consists of one Statement of Additional Information ("SAI") covering
all five funds.

<PAGE>

GREAT HALL INVESTMENT FUNDS, INC.

POST-EFFECTIVE AMENDMENT NO. 15 TO THE
REGISTRATION STATEMENT ON FORM N-1A

PART A

PROSPECTUSES

<PAGE>
GREAT HALL-REGISTERED TRADEMARK- INVESTMENT FUNDS, INC.

PRIME MONEY MARKET FUND
U.S. GOVERNMENT MONEY MARKET FUND
TAX-FREE MONEY MARKET FUND

PROSPECTUS

DECEMBER 1, 2000

AS WITH ALL MUTUAL FUNDS, NEITHER THE SECURITIES AND EXCHANGE COMMISSION
(SEC) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>
PROFILE OF THE FUNDS

WHAT ARE THE FUNDS?

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) are professionally managed mutual funds. If you invest in the
Funds, you become a Fund shareholder.

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

Each Fund's investment objective is to achieve as high a level of current
income obtainable from investments in short-term securities as is consistent
with prudent investment management, the preservation of capital and the
maintenance of liquidity. These objectives cannot be changed without the
approval of Fund shareholders.

WHAT ARE THE FUNDS' MAIN INVESTMENT STRATEGIES?

- PRIME FUND. Prime Fund invests in a variety of high quality money market
instruments, including commercial paper, corporate debt obligations, U.S.
Government securities, bank securities, certificates of deposit and
repurchase agreements.

- GOVERNMENT FUND. Government Fund invests only in U.S. Treasury bills,
notes, bonds and other obligations issued or guaranteed by the U.S.
Government or its agencies or instrumentalities and in repurchase
agreements secured by such obligations.

- TAX-FREE FUND. Tax-Free Fund invests in high quality debt obligations that
pay interest that is exempt from federal income taxes. In normal market
conditions, at least 80% of the Fund's assets must be invested in such
tax-exempt securities. However, the Fund's investment adviser will attempt
to keep substantially all of the Fund's assets invested in tax-exempt
securities.

Federal regulations require money market funds to meet strict quality,
maturity and diversification standards. The Funds have adopted policies to
ensure that they meet each of these standards. In certain respects (as discussed
below), the Funds exceed these standards.

- CREDIT QUALITY. Money market funds must invest exclusively in high quality
securities. To be considered high quality, a security generally must be
rated in one of the two highest short-term credit quality categories by a
nationally recognized rating organization such as Standard & Poors
Corporation or Moody's Investors Service, Inc. If a security is unrated,
the money market fund's investment adviser must consider it to be of
comparable quality to a rated security.

The Funds maintain even higher standards. For example, the Funds do not
invest in unrated securities. Additionally, Prime Fund and Government Fund
invest only in securities that have received the highest short-term rating
by at least two rating organizations, and Tax-Free Fund invests only in
securities that have received the highest short-term rating by at least
one rating organization.

- MATURITY. Each Fund must invest exclusively in securities having remaining
maturities of 397 days or less. Each Fund also must maintain a dollar
weighted average portfolio maturity of 90 days or less. Government Fund
voluntarily maintains a shorter dollar weighted average portfolio maturity
of 60 days or less.

1
<PAGE>
- DIVERSIFICATION. Immediately after any investment by a Fund (other than a
U.S. Government security or a security that is "guaranteed" by another
party), the Fund may not have more than 5% of its assets invested in
securities of such issuer, except for certain temporary investments.
Separate diversification standards apply to securities subject to
guarantees.

WHO SHOULD INVEST IN THE FUNDS?

The Funds are designed for investors looking for current income and a stable
investment value. BEFORE YOU INVEST, PLEASE READ THIS PROSPECTUS AND KEEP IT FOR
FUTURE REFERENCE.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUNDS?

Each Fund is a "money market fund" and, as such, seeks income by investing
in short-term debt securities and must meet strict standards established by the
Board of Directors. These standards are based on special rules for money market
funds designed to help them maintain a stable share price of $1.00 per share.
However, it is possible to lose money by investing in the Funds. The Funds could
also underperform other short-term debt instruments or money market funds.

- INTEREST RATE CHANGES. As with any investment whose yield reflects current
interest rates, the Funds' yields will change over time. During periods
when interest rates are low, a Fund's yield will also be low.

- AN ISSUER OR GUARANTOR OF THE FUNDS' SECURITIES DEFAULTS. Although the
risk of default is generally considered small, any default on the part of
a portfolio investment or downgrade in its credit rating could cause the
Fund's share price or yield to fall.

- INVESTMENT ADVISER'S JUDGMENT. The Funds are subject to the risk that the
investment adviser's security selection and expectations regarding
interest rate trends will cause the Funds' yields to lag other funds with
similar investment objectives. The Funds' emphasis on quality and
stability could also cause them to underperform other money market funds,
particularly those that take greater maturity and credit risks.

- THE FUND IS NOT DESIGNED TO OFFER CAPITAL APPRECIATION. In exchange for
their emphasis on stability and liquidity, money market investments may
offer lower long-term performance than stock or bond investments.

- FUND INVESTMENT IS NOT INSURED. An investment in the Fund is not insured
or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any
other government agency. Although the Funds seek to preserve the value of
your investment at $1.00 per share, it is possible to lose money by
investing in the Fund.

HOW HAVE THE FUNDS PERFORMED OVER TIME?

Below are a chart and a table for each Fund indicating the risks of
investing in each Fund by comparing each Fund's performance from year to year
and its average annual total return compared with that of a broad measure of
market performance. These figures assume that all distributions were reinvested.
Keep in mind that each Fund's past performance does not indicate how the Fund
will perform in the future.

IF YOU WOULD LIKE TO KNOW A FUND'S CURRENT SEVEN-DAY YIELD, CALL THE FUND AT
1-800-934-6674.

2
<PAGE>
PRIME FUND
ANNUAL TOTAL RETURNS FOR THE YEARS ENDED DECEMBER 31,

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

During the period shown, the highest return for a calendar quarter was 1.34%
(quarter ended June, 1995) and the lowest return for a quarter was 0.62%
(quarter ended June, 1993).

<TABLE>
<CAPTION>
Average Annual Total Returns for the Periods Ended December 31, 1999
--------------------------------------------------------------------------
Since Inception
1 Year 5 Years (November 1, 1991)
<S> <C> <C> <C>
--------------------------------------------------------------------------
Prime Fund.............. 4.61% 4.93% 4.25%
iMoneyNet First Tier
Retail Taxable Money
Market Fund Average... 4.58% 4.86% 4.23%
</TABLE>

Prime Fund's total return for the nine months ended September 30, 2000 was
4.27%.

GOVERNMENT FUND
ANNUAL TOTAL RETURNS FOR THE YEARS ENDED DECEMBER 31,

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

During the period shown, the highest return for a calendar quarter was 1.33%
(quarter ended June, 1995) and the lowest return for a quarter was 0.60%
(quarter ended June, 1993).

<TABLE>
<CAPTION>
Annual Total Returns for the Periods Ended December 31, 1999
--------------------------------------------------------------------
Since Inception
1 Year 5 Years (November 1, 1991)
<S> <C> <C> <C>
--------------------------------------------------------------------
Government Fund............. 4.52% 4.85% 4.17%
iMoneyNet U.S. Government
and Agencies Retail Money
Market Fund Average....... 4.54% 4.78% 4.17%
</TABLE>

Government Fund's total return for the nine months ended September 30, 2000
was 4.23%.

3
<PAGE>
TAX-FREE FUND

ANNUAL TOTAL RETURNS FOR THE YEARS ENDED DECEMBER 31,

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

During the period shown, the highest return for a calendar quarter was 0.88%
(quarter ended June, 1995) and the lowest return for a quarter was 0.45%
(quarter ended March, 1994).

<TABLE>
<CAPTION>
Average Annual Total Returns for the Periods Ended December 31, 1999
--------------------------------------------------------------------------
Since Inception
1 Year 5 Years (November 1, 1991)
<S> <C> <C> <C>
--------------------------------------------------------------------------
Tax-Free Fund........... 2.74% 3.00% 2.75%
iMoneyNet Stockbroker
and General Purpose
Money Market Fund
Average............... 2.72% 2.96% 2.72%
</TABLE>

Tax-Free Fund's total return for the nine months ended September 30, 2000
was 2.50%.

4
<PAGE>
FEES AND EXPENSES

This table sets forth the fees and expenses you will pay if you invest in
the Funds.

<TABLE>
<CAPTION>
Prime Government Tax-Free
Fund Fund Fund
----- ---------- --------
<S> <C> <C> <C>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum sales charge (load) on purchases....... None None None
Maximum deferred sales charge (load)........... None None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management fee................................. 0.44% 0.44% 0.50%
Distribution and service fee (12b-1)........... None None None
Other expenses................................. 0.19% 0.13% 0.09%
---- ---- ----
Total annual fund operating expenses........... 0.63% 0.57% 0.59%
</TABLE>

The investment adviser may voluntarily waive fund operating expenses from
time to time. Any such program may be changed or eliminated at any time without
notice.

EXAMPLE

This example helps you to compare the costs of investing in the Funds with
the cost of investing in other mutual funds. Your actual costs may be higher or
lower. The example assumes:

- You invest $10,000 in the Fund for the period shown
- Your investment has a 5% return each year
- You reinvest all distributions and dividends without a sales charge
- The Fund's operating expenses levels remain the same from year to year

<TABLE>
<CAPTION>
NUMBER OF YEARS YOU OWN YOUR SHARES
--------------------------------------------
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
--------------------------------------------
Prime Fund....................................... $64 $202 $351 $786
Government Fund.................................. 58 183 318 714
Tax-Free Fund.................................... 60 189 329 738
</TABLE>

5
<PAGE>
FUND MANAGEMENT

INVESTMENT ADVISER. The Funds have entered into an investment advisory
agreement with Insight Investment Management, Inc. to serve as the Funds'
investment adviser. Insight's address is 60 South Sixth Street, Minneapolis,
Minnesota 55402. Insight selects the Funds' investments and oversees their
operations. Insight has been registered with the SEC as an investment adviser
since 1983, and has been a portfolio manager of publicly offered mutual funds
since 1986. Insight is a wholly-owned subsidiary of Dain Rauscher Corporation.

MANAGEMENT FEE. For its services, Insight received a fee during each Fund's
last fiscal year equal to the amount shown below:

<TABLE>
<CAPTION>
Management fee
(AS A PERCENTAGE OF THE FUND'S
Fund-- AVERAGE DAILY NET ASSETS)
<S> <C>
-----------------------------------------------------------------------------
Prime Fund................................. 0.44%
Government Fund............................ 0.44%
Tax-Free Fund.............................. 0.50%
</TABLE>

DISTRIBUTOR. Dain Rauscher Incorporated is the distributor of the Funds'
shares. The firm is a member of the New York Stock Exchange and of the National
Association of Securities Dealers, Inc., and (like Insight) is a wholly-owned
subsidiary of Dain Rauscher Corporation.

SHARE PRICE

The Funds calculate their share prices at the close of each business day for
the New York Stock Exchange (currently 4:00 p.m. New York time). A Fund's share
price is its net asset value per share (or NAV), which is the value of the
Fund's net assets divided by the number of its outstanding shares. The Funds
seek to maintain a stable NAV of $1.00 per share.

HOW TO BUY SHARES

You may purchase shares of each Fund at their next determined NAV. The Funds
are sold without a sales charge. You may open an account to purchase shares by
contacting your investment executive or by contacting the Fund directly at the
address or telephone number on the cover of this Prospectus.

HOW TO REDEEM SHARES

You may redeem shares for cash at their next determined NAV by contacting
your investment executive. If you recently purchased your shares by check, your
redemption proceeds will not be sent to you until your check clears. Redemptions
may be suspended or postponed at times when the New York Stock Exchange is
closed, when trading is restricted, or under certain emergency circumstances as
determined by the SEC. Redemptions are treated as sales for federal income tax
purposes.

DISTRIBUTIONS

Each Fund declares a dividend of substantially all of its net investment
income on each business day. These dividends are paid monthly. Each Fund will
distribute its capital gains (if it has

6
<PAGE>
any) once a year, typically in December. Each Fund may make additional
distributions if necessary for the Fund to avoid paying taxes. Each Fund expects
distributions to be primarily from income. The Funds normally will not earn or
distribute long-term capital gains. Dividends and distributions are reinvested
in additional Fund shares at NAV.

TAXES

Shortly after the beginning of each year, the Funds provide you with
information about the distributions and dividends you received during the
previous year.

Because everybody's tax situation is different, you should consult with your
tax adviser about the tax implications of your investment in a Fund.

PRIME FUND AND GOVERNMENT FUND. 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
permit mutual funds to "pass through" this tax exemption to their shareholders.

TAX-FREE FUND. Dividends derived from interest on tax-exempt municipal
obligations will generally not be subject to federal income tax. Capital gain
distributions on municipal obligations will be taxed as capital gains, even if
reinvested in additional shares. Tax-Free Fund anticipates that substantially
all of its dividends will be exempt from federal income taxes (including the
federal alternative minimum tax) and will notify each shareholder annually of
the tax status of all distributions. Distributions, however, may be subject to
state and local taxes.

7
<PAGE>
FINANCIAL HIGHLIGHTS

The following tables are intended to help you understand each Fund's
financial performance for the past five years. Certain information reflects
financial results for a single share. The total returns in the table represent
the rate that an investor would have earned on a Fund share assuming
reinvestment of all dividends and distributions. The information in the
following tables was audited by KPMG LLP, independent accountants, whose report,
along with the Funds' financial statements, is included in the Funds' annual
report (available upon request).

PRIME FUND

<TABLE>
<CAPTION>
Year ended
Year ended Year ended Year ended Year ended July 31,
July 31, 2000 July 31, 1999 July 31, 1998 July 31, 1997 1996--
<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 0.05 0.05 0.05
Distributions to
shareholders from
investment income... (0.05) (0.05) (0.05) (0.05) (0.05)
-------------------------------------------------------------------------------------------------------
Net asset value, end
of period........... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------------------------------------------------------------------------------------------------------
Total return.......... 5.3% 4.6% 5.0% 4.9% 5.0%
Net assets at end of
period (000's
omitted)............ $4,851,503 $4,522,700 $4,844,352 $3,129,854 $2,405,456
Ratio of expenses to
average daily net
assets.............. 0.63% 0.61% 0.63% 0.64% 0.70%
Ratio of net
investment income to
average daily net
assets.............. 5.32% 4.62% 5.04% 4.90% 4.93%
</TABLE>

8
<PAGE>
GOVERNMENT FUND

<TABLE>
<CAPTION>
Year ended
Year ended Year ended Year ended Year ended July 31,
July 31, 2000 July 31, 1999 July 31, 1998 July 31, 1997 1996--
<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 0.05 0.05 0.05
Distributions to
shareholders from
investment income... (0.05) (0.05) (0.05) (0.05) (0.05)
-------------------------------------------------------------------------------------------------------
Net asset value, end
of period........... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------------------------------------------------------------------------------------------------------
Total return.......... 5.2% 4.5% 5.0% 4.8% 4.9%
Net assets at end of
period (000's
omitted)............ $266,961 $271,376 $228,929 $182,155 $146,686
Ratio of expenses to
average daily net
assets.............. 0.57% .59% .59% 0.60% 0.65%
Ratio of net
investment income to
average daily net
assets.............. 5.22% 4.50% 4.98% 4.85% 4.87%
</TABLE>

TAX-FREE FUND

<TABLE>
<CAPTION>
Year ended
Year ended Year ended Year ended Year ended July 31,
July 31, 2000 July 31, 1999 July 31, 1998 July 31, 1997 1996--
<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 0.03 0.03 0.03
Distributions to
shareholders from
investment income... (0.03) (0.03) (0.03) (0.03) (0.03)
-------------------------------------------------------------------------------------------------------
Net asset value, end
of period........... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------------------------------------------------------------------------------------------------------
Total return.......... 3.2% 2.7% 3.1% 3.0% 3.0%
Net assets at end of
period (000's
omitted)............ $426,230 $497,139 $545,849 $422,740 $359,153
Ratio of expenses to
average daily net
assets.............. 0.59% 0.59% 0.58% 0.58% 0.59%
Ratio of net
investment income to
average daily net
assets.............. 3.16% 2.65% 3.05% 3.02% 3.03%
</TABLE>

9
<PAGE>
GREAT HALL INVESTMENT FUNDS, INC.

SHAREHOLDER REPORTS. Additional information about the Funds' investments is
available in the Funds' annual and semi-annual reports to shareholders. In the
Funds' annual report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Funds' performance during
its last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION. The Funds' Statement of Additional
Information provides more detailed information about the Funds and is
incorporated into this prospectus by reference.

You can make inquiries about the Funds or obtain shareholder reports or the
Statement of Additional Information (without charge) by contacting Great Hall
Investment Funds, Inc. at 1-800-934-6674 or by writing to the Funds at Great
Hall Investment Funds, Inc., 60 South Sixth Street, Minneapolis, Minnesota
55402.

You can also copy and review the Funds' shareholder reports, prospectus and
Statement of Additional Information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. You can get copies of these materials
for a duplicating fee by writing to the Public Reference Section of the SEC,
Washington, D.C. 20549-6009 or requests for information may be sent by email to
[email protected]. Information about the public reference room may be obtained
by calling the SEC at 202-942-8090. You can get the same information free from
the SEC's internet web site at http:www.sec.gov.

IN DECIDING WHETHER OR NOT TO INVEST, YOU SHOULD NOT RELY ON ANY INFORMATION
CONCERNING THE FUNDS OTHER THAN INFORMATION CONTAINED OR REFERENCED IN THIS
PROSPECTUS. INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF DECEMBER 1, 2000 BUT
MAY CHANGE WITHOUT NOTICE AFTER SUCH DATE.

Investment Company Act File Number 811-6340

GREAT HALL IS A REGISTERED TRADEMARK OF DAIN RAUSCHER CORPORATION.

10
<PAGE>
GREAT HALL-REGISTERED TRADEMARK- INVESTMENT FUNDS, INC.

INSTITUTIONAL PRIME MONEY MARKET FUND
INSTITUTIONAL TAX-FREE MONEY MARKET FUND

PROSPECTUS

DECEMBER 1, 2000

<PAGE>
PROFILE OF THE FUNDS

WHAT ARE THE FUNDS?

Great Hall Institutional Prime Money Market Fund (Prime Fund) and Great Hall
Institutional Tax-Free Money Market Fund (Tax-Free Fund) are professionally
managed mutual funds. If you invest in the Funds, you become a Fund shareholder.

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

WHAT ARE THE FUNDS' MAIN INVESTMENT STRATEGIES?

The Funds maintain even higher standards. For example, the Funds do not
invest in unrated securities. Additionally, Prime Fund invests only in
securities that have received the highest short-term rating by at least
two rating organizations, and Tax-Free Fund invests only in securities
that have received the highest short-term rating by at least one rating
organization.

- DIVERSIFICATION. Immediately after any investment by a Fund (other than a
U.S. Government security or a security that is "guaranteed" by another
party), the Fund may not have more than 5% of its assets invested in
securities of such issuer, except for certain temporary investments.
Separate diversification standards apply to securities subject to
guarantees.

1
<PAGE>
WHO SHOULD INVEST IN THE FUNDS?

The Funds are designed for investors looking for current income and a stable
investment value. The minimum investment is $1 million. BEFORE YOU INVEST,
PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUNDS?

HOW HAVE THE FUNDS PERFORMED OVER TIME?

Below are a chart and a table for each Fund indicating the risks of
investing in each Fund by comparing each Fund's performance from year to year
(if applicable) and its average annual total return compared with that of a
broad measure of market performance. These figures assume that all distributions
were reinvested. Keep in mind that each Fund's past performance does not
indicate how the Fund will perform in the future.

IF YOU WOULD LIKE TO KNOW A FUND'S CURRENT SEVEN-DAY YIELD, CALL THE FUND AT
1-800-934-6674.

2
<PAGE>
PRIME FUND
ANNUAL TOTAL RETURNS FOR THE YEARS ENDED DECEMBER 31,

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

During the period shown, the highest return for a calendar quarter was 1.41%
(quarter ended December, 1999) and the lowest return for a quarter was 1.13%
(quarter ended March, 1999).

<TABLE>
<CAPTION>
Average Annual Total Returns for the Periods Ended
December 31, 1999
------------------------------------------------------------
Since Inception
1 Year (August 11, 1997)
<S> <C> <C>
------------------------------------------------------------
Prime Fund........................ 4.97% 5.11%
iMoneyNet First Tier Institutional
Money Market Fund Average....... 4.96% 5.08%
</TABLE>

Prime Fund's total return for the nine months ended September 30, 2000 was
4.48%.

TAX-FREE FUND
ANNUAL TOTAL RETURN FOR THE YEAR ENDED DECEMBER 31, 1999

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

During the period shown, the highest return for a calendar quarter was 0.84%
(quarter ended December, 1999) and the lowest return for a quarter was 0.62%
(quarter ended March, 1999).

<TABLE>
<CAPTION>
Average Annual Total Returns for the Periods Ended
December 31, 1999
------------------------------------------------------------
Since Inception
1 Year (September 23, 1998)
<S> <C> <C>
------------------------------------------------------------
Tax-Free Fund..................... 2.89% 2.85%
iMoneyNet Institutional
Money Market Fund Average....... 2.97% 2.90%
</TABLE>

Tax-Free Fund's total return for the nine months ended September 30, 2000
was 2.75%.

3
<PAGE>
FEES AND EXPENSES

This table sets forth the fees and expenses you will pay if you invest in
the Funds.

<TABLE>
<CAPTION>
Prime Fund Tax-Free Fund
---------- -------------
<S> <C> <C>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum sales charge (load) on purchases............... None None
Maximum deferred sales charge (load)................... None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
Management fee......................................... 0.25% 0.25%*
Distribution and service fee (12b-1)................... None None
Other expenses......................................... 0.07% 0.19%
---- ----
Total annual fund operating expenses................... 0.32% 0.44%*
</TABLE>

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

<TABLE>
<C> <S>
* During the year ended July 31, 2000, the investment adviser
voluntarily waived or absorbed various fund fees and
expenses of Tax-Free Fund. After such waiver and absorption,
Tax-Free Fund's "management fee" and "total annual fund
operating expenses" were 0.20% and 0.39%, respectively, of
the Fund's average daily net assets.
</TABLE>

EXAMPLE

This example helps you to compare the costs of investing in the Funds with
the cost of investing in other mutual funds. Your actual costs may be higher or
lower. The example assumes:

<TABLE>
<CAPTION>
NUMBER OF YEARS YOU OWN YOUR SHARES
--------------------------------------------
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
--------------------------------------------
Prime Fund....................................... $33 $103 $180 $406
Tax-Free Fund.................................... $45 $141 $246 $555
</TABLE>

4
<PAGE>
FUND MANAGEMENT

MANAGEMENT FEE. For its services, Insight earned a fee during each Fund's
last fiscal year equal to .25% per year of the Fund's average daily net assets.
However, Insight waived a portion of the management fee earned from Tax-Free
Fund during the year ended July 31, 2000.

DISTRIBUTOR. Dain Rauscher Incorporated is the distributor of the Funds'
shares. The firm is a member of the New York Stock Exchange and of the National
Association of Securities Dealers, Inc. and (like Insight) is a wholly-owned
subsidiary of Dain Rauscher Corporation.

SHARE PRICE

HOW TO BUY SHARES

You may purchase shares of each Fund at their next determined NAV. The Funds
are sold without a sales charge. A minimum investment of $1 million is required.
However, this minimum may be waived for certain investors. You may open an
account to purchase shares by contacting your investment executive or by
contacting the Fund directly at the address or telephone number on the cover of
this Prospectus.

HOW TO REDEEM SHARES

DISTRIBUTIONS

Each Fund declares a dividend of substantially all of its net investment
income on each business day. These dividends are paid monthly. Each Fund will
distribute its capital gains (if it has any) once a year, typically in December.
Each Fund may make additional distributions if necessary for the Fund to avoid
paying taxes. Each Fund expects distributions to be primarily from income. The
Funds normally will not earn or distribute long-term capital gains. Dividends
and distributions are reinvested in additional Fund shares at NAV.

5
<PAGE>
TAXES

Shortly after the beginning of each year, the Funds provide you with the
information about the distributions and dividends you received during the
previous year.

Because everybody's tax situation is different, you should consult your tax
adviser about the tax implications of your investment in a Fund.

PRIME FUND. 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 permit mutual funds to "pass
through" this tax exemption to their shareholders.

6
<PAGE>
FINANCIAL HIGHLIGHTS

The following tables are intended to help you understand each Fund's
financial performance for each fiscal year of operations. Certain information
reflects financial results for a single share. The total returns in the table
represent the rate that an investor would have earned on a Fund share assuming
reinvestment of all dividends and distributions. The information in the
following tables was audited by KPMG LLP, independent accountants, whose report,
along with the Funds' financial statements, is included in the Funds' annual
report (available upon request).

PRIME FUND

<TABLE>
<CAPTION>
Period from
August 11, 1997*
Year ended Year ended to
July 31, 2000 July 31, 1999 July 31, 1998--
<S> <C> <C> <C>
------------------------------------------------------------------------------------------------
Net asset value, beginning of period... $ 1.00 $ 1.00 $ 1.00
------------------------------------------------------------------------------------------------
Income from investment operations...... 0.06 0.05 0.05
Distributions to shareholders from
investment income.................... (0.06) (0.05) (0.05)
------------------------------------------------------------------------------------------------
Net asset value, end of period......... $ 1.00 $ 1.00 $ 1.00
------------------------------------------------------------------------------------------------
Total return........................... 5.7% 4.9% 5.2%
Net assets at end of period (000's
omitted)............................. $382,491 $310,183 $213,785
Ratio of expenses to average daily net
assets............................... 0.32% 0.34% 0.39%**
Ratio of net investment income to
average daily net assets............. 5.68% 4.85% 5.27%**
------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<C> <S>
* Commencement of operations.
** Adjusted to an annual basis. Various fund fees and expenses
were voluntarily waived or absorbed by Insight for Prime
Fund during the period ended July 31, 1998. Had the Fund
paid all expenses, the ratio of expenses and net investment
income to average daily net assets would have been 0.42% and
5.24% for the period ended July 31, 1998.
</TABLE>

7
<PAGE>
TAX-FREE FUND

<TABLE>
<CAPTION>
Period from
September 23, 1998*
Year ended to
July 31, 2000 July 31, 1999--
<S> <C> <C>
--------------------------------------------------------------------------------------------
Net asset value, beginning of period........ $ 1.00 $ 1.00
--------------------------------------------------------------------------------------------
Income from investment operations........... 0.03 0.03
Distributions to shareholders from
investment
income.................................... (0.03) (0.03)
--------------------------------------------------------------------------------------------
Net asset value, end of period.............. $ 1.00 $ 1.00
--------------------------------------------------------------------------------------------
Total return................................ 3.4% 2.5%
Net assets at end of period (000's
omitted).................................. $158,921 $53,149
Ratio of expenses to average daily net
assets***................................. 0.39% 0.30%**
Ratio of net investment income to average
daily net assets***....................... 3.49% 2.79%**
--------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<C> <S>
* Commencement of operations.
** Adjusted to an annual basis.
*** Various fund fees and expenses were voluntarily waived or
absorbed by Insight for Tax-Free Fund during the periods
ended July 31, 1999 and July 31, 2000. Had the Fund paid all
expenses, the ratio of expenses and net investment income to
average daily net assets would have been 0.55% and 2.54% for
the period ended July 31, 1999 and 0.44% and 3.44% for the
period ended July 31, 2000.
</TABLE>

8
<PAGE>
GREAT HALL INVESTMENT FUNDS, INC.

STATEMENT OF ADDITIONAL INFORMATION. The Funds' Statement of Additional
Information provides more detailed information about the Funds and is
incorporated into this prospectus by reference.

Investment Company Act File Number 811-6340

GREAT HALL IS A REGISTERED TRADEMARK OF DAIN RAUSCHER CORPORATION.

<PAGE>

GREAT HALL INVESTMENT FUNDS, INC.

POST-EFFECTIVE AMENDMENT NO. 15 TO THE
REGISTRATION STATEMENT ON FORM N-1A

PART B

STATEMENT OF ADDITIONAL INFORMATION

<PAGE>
GREAT HALL-REGISTERED TRADEMARK- INVESTMENT FUNDS, INC.

PRIME MONEY MARKET FUND
--------------------------------------------------------
INSTITUTIONAL PRIME MONEY MARKET FUND
--------------------------------------------------------
U.S. GOVERNMENT MONEY MARKET FUND
--------------------------------------------------------
TAX-FREE MONEY MARKET FUND
--------------------------------------------------------
INSTITUTIONAL TAX-FREE MONEY MARKET FUND
--------------------------------------------------------
60 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402
(800) 934-6674

--------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
DATED DECEMBER 1, 2000
--------------------------------------------

Great Hall Prime Money Market Fund ("Prime Fund"), Great Hall Institutional
Prime Money Market Fund ("Institutional Prime Fund"), Great Hall U.S. Government
Money Market Fund ("Government Fund"), Great Hall Tax-Free Money Market Fund
("Tax-Free Fund") and Great Hall Institutional Tax-Free Money Market Fund
("Institutional Tax-Free Fund") (collectively, the "Funds") are diversified
series of Great Hall Investment Funds, Inc. ("Great Hall"), an open-end mutual
fund which currently offers its shares of common stock in five series

This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Prospectus of the Funds, dated December 1, 2000,
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

<TABLE>
<S> <C>
Page
Investment Policies......................................... B-2
Investment Restrictions..................................... B-9
Taxes....................................................... B-11
Portfolio Transactions...................................... B-13
Management and Distribution Agreements...................... B-14
Determination of Net Asset Value............................ B-15
Calculation of Performance Data............................. B-16
Directors and Officers...................................... B-17
General Information......................................... B-19
Counsel and Auditors........................................ B-21
Financial and Other Information............................. B-21
Appendix -- Ratings of Investments.......................... A-1
Financial Statements........................................ F-1
</TABLE>

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, 2000, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY GREAT HALL OR THE DISTRIBUTOR (AS DEFINED HEREIN). 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 ANY OF THE FUNDS SINCE THE DATE HEREOF.
<PAGE>
INVESTMENT POLICIES

The following information supplements that set forth 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.

ALL FUNDS

RULE 2A-7 STANDARDS. Each Fund is managed in accordance with Rule 2a-7
("Rule 2a-7") under the Investment Company Act of 1940, as amended (the "1940
Act"), 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 the day-to-day determinations by Insight Investment
Management, Inc., each Fund's investment adviser ("Insight"), that each Fund is
in compliance with Rule 2a-7. In certain respects, as described below, the Funds
are managed in accordance with standards that are more strict than those
required by Rule 2a-7.

Each Fund may invest exclusively in U.S. dollar-denominated investment 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 on 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")). Prime Fund, Institutional Prime Fund and Government
Fund invest exclusively in securities with two NRSRO ratings, and Tax-Free Fund
and Institutional Tax Free Fund's investments must have at least one NRSRO
rating. The Funds currently do not invest in unrated securities.

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. Government Fund
voluntarily maintains a shorter dollar-weighted average portfolio maturity of
60 days or less.

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 "guarantee"), the
Fund may not have invested more than 5% of its total assets in securities issued
by such issuer, except for certain temporary investments. Securities subject to
guarantees are not subject to this test. However, immediately after a Fund
acquires a security subject to a guarantee, then with respect to 75% of the
Fund's total assets, not more than 10% of the Fund's total assets may be
invested in securities either issued or guaranteed by such guarantor.

In addition, Rule 2a-7 imposes strict limits on Prime Fund, Institutional
Prime Fund and Government Fund by limiting invests in "Second Tier Securities."
Rule 2a-7 generally requires 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 defined as Eligible Securities
that do not qualify as First Tier Securities.

GOVERNMENT SECURITIES. Each Fund may invest without limitation in
obligations of the United States Government or agencies or instrumentalities of
the United States Government ("Government Obligations"). Government Obligations
are backed in a variety of ways by the U.S. Government or its agencies or
instrumentalities. Some Government Obligations, such as U.S. Treasury bills,
notes and bonds and securities issued by the Government National Mortgage
Association ("GNMA"), are backed by the full faith and credit of the United
States Treasury. Others, such as those of the Federal Home Loan Banks, are
backed by the right of the issuer to borrow from the U.S. Treasury. Still other
Government Obligations, such as those issued by the Federal National Mortgage
Association ("FNMA"), the Federal Home Loan Mortgage Corporation ("FHLMC") and
the Student Loan Marketing Association, are backed only by the credit of the
agency or instrumentality issuing the obligations and, in certain instances, by
the discretionary authority of the U.S. Government to purchase certain
obligations of the

B-2
<PAGE>
agency or instrumentality. IN NONE OF THESE CASES, HOWEVER, DOES THE UNITED
STATES GOVERNMENT GUARANTEE THE VALUE OR YIELD OF THE GOVERNMENT OBLIGATIONS
THEMSELVES OR THE NET ASSET VALUE OF ANY FUND'S SHARES.

REPURCHASE AGREEMENTS. Each Fund may enter into repurchase agreements with
respect to any of the securities in which the Fund may invest directly. A
repurchase agreement is an agreement under which a Fund will purchase a security
subject to resale to a bank or dealer at an agreed-upon price and date. The
transaction requires the collateralization of the seller's obligation by the
transfer to the Fund's custodian of eligible securities with an initial market
value, including accrued interest, equal to at least the dollar amount invested
by the Fund in each agreement, and with the value of the underlying securities
marked to market daily to maintain at least 100% collateralization of the
repurchase price (including accrued interest). A default by the seller might
cause the Fund to experience a loss or delay in the liquidation of the
collateral securing the repurchase obligation and might also cause the Fund to
incur disposition costs in liquidating the collateral. However, each Fund
intends to enter into repurchase agreements only with primary dealers that
report to the Federal Reserve Bank of New York or with the 100 largest U.S.
commercial banks (as measured by domestic deposits). Additionally, each Fund
intends to follow the collateral custody, protection and perfection guidelines
recommended by the Comptroller of the Currency for the use of national banks in
their direct repurchase agreement activities. As a non-fundamental policy, no
Fund will invest more than 10% of its net assets in repurchase agreements
maturing in more than seven days and other illiquid investments.

ILLIQUID INVESTMENTS; LIQUIDITY GUIDELINES. 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
liquidity 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 believes that a similar market exists for commercial paper
issued pursuant to the private placement exemption of Section 4(2) of the 1933
Act. Each Fund may invest without limitation in these forms of restricted
securities if such securities are deemed by Insight to be liquid in accordance
with liquidity guidelines established by Great Hall's 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).
Investing in restricted securities could have the effect of increasing the level
of each Fund's illiquidity to the extent that qualified purchasers of the
securities become, for a time, uninterested in purchasing these securities.

GREAT HALL PRIME MONEY MARKET FUND AND INSTITUTIONAL PRIME MONEY MARKET FUND

Prime Fund and Institutional Prime Fund invests in high quality, domestic
money market instruments, including but not limited to Government Obligations
(described above under "All Funds -- Government Securities"); high-grade
corporate debt obligations; 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.

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

B-3
<PAGE>
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 and Institutional 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 domestic
branches of foreign 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.

Prime Fund and Institutional Prime Fund currently are permitted to purchase
commercial paper and other corporate and bank debt obligations only if the
issuer has received the highest short-term rating from at least two Nationally
Recognized Statistical Rating Organizations (such as "Prime-1" by Moody's
Investor Services, Inc. and "A-1" by Standard & Poor's Corporation) with respect
to either the obligation to be purchased or with respect to a class of debt
obligations that is comparable in priority and security with the obligation to
be purchased.

Prime Fund and Institutional 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 issued by domestic
branches of foreign depository institutions, 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.
Neither Prime Fund nor Institutional Prime Fund will 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.

Prime Fund and Institutional Prime Fund may also invest in 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"). 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 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 Prime Fund and Institutional Prime Fund
are 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 a Fund.

GREAT HALL U.S. GOVERNMENT MONEY MARKET FUND

Government Fund may invest only in Government Obligations (described above
under "All Funds -- Government Securities") and in repurchase agreements fully
collateralized by Government Obligations.

GREAT HALL TAX-FREE MONEY MARKET FUND AND INSTITUTIONAL TAX-FREE MONEY MARKET
FUND

Tax-Free Fund and Institutional Tax-Free Fund 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
is, in the opinion of counsel for the issuer, wholly exempt from federal income
taxation.

B-4
<PAGE>
The types of obligations that such Funds may purchase include bond
anticipation notes, construction loan notes, revenue anticipation notes and tax
anticipation notes that are Eligible Securities. Tax-Free Fund and Institutional
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 such Funds 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 and Institutional 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 and Institutional Tax-Free Fund may invest more than
25% of their 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

B-5
<PAGE>
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 Institutional 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
and Institutional 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 and Institutional
Tax-Free Fund's portfolio. Upon the effectiveness of any such legislation that
materially affects the Tax-Free Fund and Institutional Tax-Free Fund's ability
to achieve its investment objective, the Board of Directors of Great Hall will
reevaluate such Funds' 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 and Institutional 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 and Institutional Tax-Free Fund may invest, without limitation, in such
obligations.

The principal and accrued interest payable to the Funds 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 the Funds in municipal
obligations, except in cases where the security itself meets the credit criteria
of the Funds without such letter of credit or comparable guarantee. Thus,
although the underlying variable or floating rate demand obligation may be
unrated, Tax-Free Fund and Institutional 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 and Institutional 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 Funds and the selling financial institution, a demand feature that
permits the Funds to demand payment from the seller of the principal amount of
the Funds' 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 the Funds have a participation
interest over the negotiated yield at which the participation interest was
purchased. Accordingly, Tax-Free Fund and Institutional Tax-Free Fund will
purchase such participation interests only when the yield to the Funds, 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.

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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 and Institutional Tax-Free Fund will exercise their right to
demand payment of principal and accrued interest on such an obligation if it no
longer meets the Funds' 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 and Institutional 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 the Funds' option,
specified obligations at a specified price. "Stand-by commitments" are the
equivalent of a "put" option acquired by the Funds with respect to particular
obligations held in its portfolio.

The amount payable to Tax-Free Fund or Institutional Tax-Free Fund upon its
exercise of a "stand-by commitment" will normally be: (a) the Funds' acquisition
cost of the obligation (excluding any accrued interest that the Fund paid on its
acquisition), less any amortized market premium or plus any amortized market or
original issue discount during the period the 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 the 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 and Institutional
Tax-Free Fund only during the 60 day period before the maturity of such
obligation. Absent unusual circumstances, Tax-Free Fund and Institutional
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 and Institutional Tax-Free Fund's right to
exercise "stand-by commitments" must be unconditional and unqualified. A
"stand-by commitment" is not transferable by the Funds, although it may sell the
underlying obligation to a third party at any time.

Tax-Free Fund and Institutional Tax-Free Fund expect 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 the Funds'
portfolio may not exceed 1/2 of 1% of the value of the Funds' total assets
calculated immediately after each "stand-by commitment" is acquired.

Tax-Free Fund and Institutional Tax-Free Fund intend to enter into "stand-by
commitments" only with dealers, banks and broker-dealers that, in the opinion of
Insight, present minimum credit risks. The Funds' 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 or Institutional Tax-Free Fund during periods of
rising interest rates.

Tax-Free Fund and Institutional Tax-Free Fund intend 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 or Institutional 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 or Institutional Tax-Free Fund's portfolio.

"WHEN-ISSUED" OBLIGATIONS. Tax-Free Fund and Institutional 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 Funds enters into the commitment.
The settlement date usually occurs within

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one week of the purchase of notes and within one month of the purchase of bonds.
Great Hall intends that Tax-Free Fund and Institutional 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 Funds
make 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 Funds
consisting of cash or liquid debt securities with a value at least equal to the
amount of the Funds' commitments to purchase "when-issued" obligations.

Obligations purchased on a "when-issued" basis or held in the Funds'
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 the Funds remain 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 and
Institutional Tax-Free Fund's assets will vary from $1.00 per share. See "Net
Asset Value." However, Tax-Free Fund and Institutional Tax-Free Fund do 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 and
Institutional 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 Funds' obligation). Sale of securities to meet such obligations
would involve a greater potential for the realization of capital gains, which
could cause the Funds to realize income not exempt from federal income taxation.

STATE AND MUNICIPAL LEASE OBLIGATIONS. Tax-Free Fund and Institutional
Tax-Free Fund are 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 Fund 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.

B-8
<PAGE>
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 and Institutional 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.

As a fundamental policy, Prime Fund, Government Fund, and Tax-Free Fund may
not:

(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 United States
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. If the issuer of a security is within a given industry and
the security is guaranteed by an entity within a different industry, the
industry of the guarantor rather than that of the issuer shall be deemed to be
the industry for purposes of applying the foregoing test;

(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

B-9
<PAGE>
Fund and Institutional 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.
"Investment companies" refers only to companies registered as investment
companies under the 1940 Act.

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.

As fundamental policies, Institutional Prime Fund and Institutional Tax-Free
Fund may not:

(1) borrow money or issue senior securities (as defined the Investment
Company Act of 1940, as amended), 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;

(2) underwrite securities issued by other persons, except insofar as a Fund
may be deemed an underwriter under the Securities Act of 1933, as amended, in
selling portfolio securities;

(3) invest more than 25% of its total assets in any one industry, except
that (i) with respect to Institutional Tax-Free Fund, this restriction shall not
apply to municipal obligations; (ii) with respect to Institutional Prime Fund
and Institutional Tax-Free Fund this restriction shall not apply to securities
issued or guaranteed by United States 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. If the issuer of a security
is within a given industry and the security is guaranteed by an entity within a
different industry, the industry of the guarantor rather than that of the issuer
shall be deemed to be the industry for purposes of applying the foregoing test.;

(4) purchase or sell real estate or real estate mortgage loans (although a
Fund 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; or

(5) 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.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS. In addition, each Fund has adopted
certain non-fundamental investment restrictions, which may be changed by the
Board of Directors of Great Hall without the approval by such Fund's
shareholders.

B-10
<PAGE>
As a non-fundamental policy, Prime Fund, Government Fund, and Tax-Free 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."

As non-fundamental policies, Institutional Prime Fund and Institutional
Tax-Free Fund may not:

(1) invest in companies for the purpose of exercising control or management;

(2) invest in securities issued by other investment companies in excess off
limits imposed by applicable law;

(3) invest more than 10% of its net assets in illiquid investments including
but not limited to repurchase agreements maturing in more than seven days;

(4) pledge, mortgage or hypothecate its assets, except that to secure
permitted borrowings; or

(5) sell securities short or purchase any securities on margin, except for
such short-term credits as are necessary for clearance of portfolio
transactions.

PERCENTAGE RESTRICTIONS. With respect to each of the Funds, if a
fundamental or non-fundamental 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"); and (b) 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 and Institutional 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 or Institutional 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

B-11
<PAGE>
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 and
Institutional 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 and Institutional 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 and Institutional 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 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 and Institutional 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 and Institutional 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 and Institutional
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 Institutional 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.

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<PAGE>
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, 2000. 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.

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<PAGE>
MANAGEMENT AND DISTRIBUTION AGREEMENTS

INVESTMENT ADVISER; INVESTMENT ADVISORY AGREEMENT

Insight serves as each Fund's investment adviser. Insight is a wholly-owned
subsidiary of Dain Rauscher Corporation. On September 28, 2000, Royal Bank of
Canada agreed to acquire Dain Rauscher Corporation. The transaction is expected
to close in December 2000.

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 Distributor 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 Distributor under its
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. Institutional Prime Fund and Institutional
Tax-Free Fund pays Insight a fee at an annual rate of .25% of its average net
assets.

The Funds have paid advisory fees to Insight as follows:

<TABLE>
<CAPTION>
Prime Institutional Government Tax-Free Institutional
Year Ended-- Fund Prime Fund Fund Fund Tax-Free Fund
<S> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------
July 31, 2000............ $20,912,465 $1,043,328 $1,219,404 $2,194,075 $260,556*
July 31, 1999............ $20,639,795 $ 714,258 $1,177,276 $2,661,827 $100,138*
July 31, 1998............ $17,513,185 $ 237,858* $ 963,402 $2,371,641 N/A
</TABLE>

* Insight voluntarily waived $100,138 and $48,800 of Institutional
Tax-Free Fund's advisory fees for the years ended July 31, 1999 and
July 31, 2000 and $28,050 of Institutional Prime Fund's advisory fees
for the year ended July 31, 1998.

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

B-14
<PAGE>
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 DISTRIBUTOR

The Funds are distributed by Dain Rauscher Incorporated, 60 South Sixth
Street, Minneapolis, MN 55402 (the "Distributor"), a member firm of the New York
Stock Exchange (the "NYSE"), the National Association of Securities
Dealers, Inc. and a wholly owned subsidiary of DRC. The Funds have agreed to
indemnify the Distributor and its affiliates, to the extent permitted by
applicable law, against certain liabilities under the Securities Act of 1933.
The Distributor serves as the Funds' distributor without separate compensation.

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.

On July 31, 2000, the net asset value and the maximum public offering price
per share for the Funds were calculated as follows:

PRIME FUND

<TABLE>
<S> <C> <C>
Net Assets ($4,851,503,115)
------------------------------ = Net Asset Value Per Share ($1.00)
Shares Outstanding ($4,851,503,115)
</TABLE>

INSTITUTIONAL PRIME FUND

<TABLE>
<S> <C> <C>
Net Assets ($382,490,569)
------------------------------ = Net Asset Value Per Share ($1.00)
Shares Outstanding (382,490,569)
</TABLE>

GOVERNMENT FUND

<TABLE>
<S> <C> <C>
Net Assets ($266,961,171)
------------------------------ = Net Asset Value Per Share ($1.00)
Shares Outstanding (266,961,171)
</TABLE>

B-15
<PAGE>
TAX-FREE FUND

<TABLE>
<S> <C> <C>
Net Assets ($426,229,658)
------------------------------ = Net Asset Value Per Share ($1.00)
Shares Outstanding (426,229,658)
</TABLE>

INSTITUTIONAL TAX-FREE FUND

<TABLE>
<S> <C> <C>
Net Assets ($158,920,884)
------------------------------ = Net Asset Value Per Share ($1.00)
Shares Outstanding (158,920,884)
</TABLE>

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, 2000, the current yields of Prime
Fund, Institutional Prime Fund, Government Fund, Tax-Free Fund and Institutional
Tax-Free Fund were 6.09%, 6.34%, 6.04%, 3.61% and 3.88%, 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, 2000, the effective yields of Prime
Fund, Institutional Prime Fund, Government Fund, Tax-Free Fund and Institutional
Tax-Free Fund were 6.28%, 6.54%, 6.22%, 3.67% and 3.95%, respectively.

The taxable equivalent yield of Tax-Free Fund and Institutional Tax-Free
Fund is calculated by applying the stated income tax rate only to that portion
of the 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 Fund's 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, 2000 were 5.01%, 5.23%, 5.64% and 5.98%, respectively. The taxable
equivalent current yields of Institutional Tax-Free Fund for the seven-day
period ended July 31, 2000 were 5.39%, 5.62%, 6.06% and 6.42%, 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, 2000 were 5.10%,
5.32%, 5.73% and 6.08%, respectively. The taxable equivalent effective yields of
Institutional Tax-Free Fund for the seven-day period ended July 31, 2000 were
5.49%, 5.72%, 6.17% and 6.54%, respectively.

B-16
<PAGE>
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.

<TABLE>
<CAPTION>
Principal Occupations
During the Past Five Years
Name and Address-- Position and Other Affiliations
<S> <C> <C>
-----------------------------------------------------------------------------------------------------
T. Geron ("Jerry") Bell Director President of the Minnesota Twins
Age: 59 Baseball Club Incorporated since 1987.
34 Puckett Place
Minneapolis, MN 55415

Sandra J. Hale Director President of Enterprise Management,
Age: 65 Int'l. since 1991; Minnesota
2308 West Lake of the Isles Pkwy. Commissioner of Administration from 1982
Minneapolis, MN 55405 to 1990.

Ron James Director President and Chief Executive Officer,
Age: 49 Center for Ethical Business Cultures
300 Sycamore Lane since 2000; President and Chief
Plymouth, MN 55441 Executive Officer of Ceridian
Corporation -- Human Resources Group
from 1996 to1998; Vice President --
Minnesota of U.S. West Communications
from 1990 to 1995; Vice President and
General Manager -- Large Business
Markets of U.S. West Communications from
1987 to 1990.

Jay H. Wein Director Independent investor and business
Age: 68 consultant since 1989; director of
5305 Elm Ridge Circle Information Advantage, Inc. from 1992 to
Excelsior, MN 55331 1999 and of three private commercial
companies; retired in 1989 after 15
years as Office Managing Partner of the
Minneapolis/St. Paul Office of Arthur
Andersen & Co.

John C. Appel Chief Executive Officer Director of Insight since 1995; Director
Age: 52 and Vice Chairman, Dain Rauscher
Incorporated since 1998 and Chief
Financial Officer from 1998 to 2000;
Director of Dain Bosworth Incorporated
from 1990 to 1997 and President from
1994 to 1997; Executive Vice President
and Chief Financial Officer,
Inter-Regional Financial Group, Inc.
from 1986 to 1993

Raye C. Kanzenbach Chief Investment Officer Managing Director and Chief Investment
Age: 51 Officer of Insight; prior to 1991,
Director, Senior Vice President and
Secretary of Insight Bond
Management, Inc. since 1983.
</TABLE>

B-17
<PAGE>
<TABLE>
<CAPTION>
Principal Occupations
During the Past Five Years
NPositionAddress and Other Affiliations
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
Daniel J. Collins Chief Financial Officer Controller of Dain Rauscher Incorporated
Age: 36 and Chief Financial Officer of Insight
since 2000; Finance Director, US Bank
Consumer Banking from 1997 to 2000;
Senior Manager, Ernst & Young LLP from
1991 to 1997; Auditor, Coopers & Lybrand
LLP from 1987 to 1991.

Matthew L. Thompson Secretary Partner of Faegre & Benson LLP, Great
Age: 43 Hall's general counsel, since May 1995;
2200 Wells Fargo Center Vice President, Assistant Secretary and
90 South Seventh Street Corporate/Fund Counsel of DRC from
Minneapolis, MN 55402 January 1994 to May 1995; prior thereto,
Partner of Dorsey & Whitney since 1993
and Associate of Dorsey & Whitney from
1985 through 1992.

Jennifer Lammers Compliance Officer Compliance Officer of Insight since
Age: 39 2000; Vice President and Manager
Financial Reporting and Fund Accounting
of Dain Rauscher Incorporated since 2000
and Manager External Reporting from 1998
to 2000; Controller, PROSAR Incorporated
from 1997 to 1998; Director, Internal
Audit, International Multifoods
Corporation from 1995 to 1997.
</TABLE>

The annual compensation of each Director is $12,000 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, 2000:

COMPENSATION TABLE

<TABLE>
<CAPTION>
Pensions or Retirement
Benefits Accrued
Aggregate Compensation as part of
Name of Director-- from Great Hall Great Hall Expenses
<S> <C> <C>
----------------------------------------------------------------------------------------
T. Geron (Jerry) Bell................... $16,000 None
Sandra J. Hale.......................... $16,000 None
Ron James............................... $16,000 None
Jay H. Wein............................. $16,000 None
</TABLE>

Additional directors of Insight are as follows:

<TABLE>
<CAPTION>
Name-- Other Positions
<S> <C>
---------------------------------------------------------------------------------------------------------------------------
John C. Appel..................................... Vice Chairman of the Distributor
Peter M. Grant II................................. Senior Managing Director of the Distributor
David J. Parrin................................... Executive Vice President and Chief Financial Officer of the Distributor
Paula H. Phillippe................................ Director and Executive Vice President of the Distributor
Ronald A. Tschetter............................... Senior Executive Vice President of the Distributor
Irving Weiser..................................... Chairman, Chief Executive Officer and President of the Distributor
</TABLE>

B-18
<PAGE>
GENERAL INFORMATION

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-ended
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. Currently, Great Hall offers its
shares in five separate series. One hundred billion shares have been designated
for each of the Prime Fund, the Government Fund and the Tax-Free Fund. Ten
billion shares have been designated for each of the Institutional Prime Fund and
the Institutional Tax-Free Fund.

Under the terms of the Custodian Agreement, Wells Fargo Bank Minnesota,
N.A., 733 Marquette Avenue, Minneapolis, Minnesota 55479-0040 (the "Custodian")
holds and safekeeps all of the assets of each Fund. 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 an Investment Account Agreement, State Street,
801 Pennsylvania, Kansas City, Missouri 64105, (the "Fund Accounting Agent")
performs necessary investment accounting and recordkeeping services for the
Fund. For its services, the Fund Accounting Agent is paid a monthly fee and is
reimbursed for certain out-of-pocket expenses.

Under the terms of the Transfer Agency Agreement, PFPC, Inc., 400 Bellevue
Parkway, Wilmington, Delaware 19890-0001, (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 flat monthly fee and is also reimbursed for certain out-of-pocket
expenses.

The Distributor also performs certain shareholder account services for the
Funds pursuant to a Shareholder Account Service Agreement. Under the terms of
the Shareholder Account Service Agreement, the Distributor disburses or credits
all proceeds of redemptions, dividends and other distributions to shareholders,
handles certain communications between shareholders and each Fund, prepares
shareholder records, maintains a master account with the Transfer Agent on
behalf of shareholders and performs other related services. For its services,
the Distributor receives a monthly fee computed on the basis of the number of
shareholder accounts that are maintained for each Fund during the month and also
is 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.

B-19
<PAGE>
Dain Rauscher Incorporated is the record owner of all outstanding shares of
each Fund. Set forth below are the names, addresses and number of shares of each
Fund beneficially owned by persons known to Great Hall and Dain Rauscher
Incorporated to beneficially own more than 5% of any Fund's common shares as of
November 6, 2000:

<TABLE>
<CAPTION>
Number of Shares % of
Name and Address-- Beneficially Owned Outstanding Shares
<S> <C> <C>
--------------------------------------------------------------------------------
GOVERNMENT FUND:
William B. King 20,041,442 7.50%
201 Summit View, Suite 250
Brentwood, TN 37027
INSTITUTIONAL TAX-FREE FUND:
William L. Grewcock 31,734,006 21.27%
2123 Mullen Road
Omaha, NE 68124
Finke Development 9,676,376 6.49%
6102 Waterford Court
Edina, MN 55436
Gary M. Reynolds 8,001,929 5.36%
W305 N1663 Silverwood Lane
Delafield, WI 53018
John W. Cunningham 7,958,243 5.34%
40350 Kraft Drive
Sterling Heights, MI 48310
Grewcock Family Limited Partnership 7,469,344 5.01%
2123 Mullen Road
Omaha, NE 68124
</TABLE>

Depending on prevailing economic and market conditions, the presence of one
or more large beneficial owners in a Fund could pose certain risks to the Fund
and its other shareholders. For example, the presence of such a shareholder
could raise liquidity concerns which could require the Fund to invest in a
manner that may not optimize investment returns. As of the date of this
Statement of Additional Information, Insight does not believe that the presence
of any of the aforementioned beneficial owners poses such a risk.

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 15 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 90 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 15
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

B-20
<PAGE>
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 Exchange 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 Funds' 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 Wells Fargo Center, 90 South Seventh Street,
Minneapolis, Minnesota 55402, serves as Great Hall's general counsel. Robins,
Kaplan, Miller & Ciresi L.L.P., 2800 LaSalle Plaza, 800 LaSalle Avenue,
Minneapolis, Minnesota 55402, serves as counsel to Great Hall's disinterested
directors.

KPMG LLP, 4200 Wells Fargo Center, 90 South Seventh Street, Minneapolis,
Minnesota 55402, has been selected as the independent auditors of Great Hall for
its fiscal year ending July 31, 2001.

FINANCIAL AND OTHER INFORMATION

The Prospectus and this Statement of Additional Information do not contain
all the information included in Great Hall's Registration Statement filed with
the SEC under the 1933 Act and the 1940 Act (the "Registration Statement") with
respect to the securities offered by the Prospectus and this Statement of
Additional Information. Certain portions of the Registration Statement have been
omitted from the Prospectus and this Statement of Additional Information
pursuant to the rules and regulations of the SEC. The Registration Statement
including the exhibits thereto may be examined at the office of the SEC in
Washington, D.C.

Statements contained in the Prospectus or in this Statement of Additional
Information as to any contract or other document referred to are not necessarily
complete, and, in each instance, reference is made to the copy of such contract
or other document filed as an exhibit to the Registration Statement of which the
Prospectus and this Statement of Additional Information form a part, each such
statement being qualified in all respects by such reference.

B-21
<PAGE>
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.

A-1
<PAGE>
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

A-2
<PAGE>
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.

A-3

<PAGE>

GREAT HALL INVESTMENT FUNDS, INC.

POST-EFFECTIVE AMENDMENT NO. 15 TO THE
REGISTRATION STATEMENT ON FORM N-1A

PART C

OTHER INFORMATION

<PAGE>

PART C
OTHER INFORMATION

ITEM 23 -- EXHIBITS
-------------------

(a) Articles of Incorporation (1)
(b) Bylaws (4)
(c) Not applicable
(d) Investment Advisory Agreement (4)
(e) Distributor Agreement (4)
(f) Not applicable
(g) Custodian Contract (1)
(h)(1) Transfer Agency and Service Agreement (2)
(h)(2) Shareholder Account Services Agreement (5)
(h)(3) Investment Accounting Agreement (3)
(i) Opinion and Consent of Faegre & Benson LLP (4)

(j) Consent of KPMG LLP

(k) Not applicable
(l) Letter of Investment Intent (1)
(m) Not applicable

(n) Not applicable
(o) Code of Ethics
(p) Power of Attorney

(1) Incorporated by reference to Post-Effective Amendment No. 7 to the
Registration Statement filed on or about November 29, 1995.

(2) Incorporated by reference to Post-Effective Amendment No. 8 to the
Registration Statement filed on or about December 1, 1996.

(3)Incorporated by reference to Post-Effective Amendment No. 9 to the
Registration Statement filed on or about August 1, 1997.

(4) Incorporated by reference to Post-Effective Amendment No. 12 to the
Registration Statement filed on or about September 29, 1998.

(5) Incorporated by reference to Post-Effective Amendment No. 13 to the
Registration Statement filed on or about November 25, 1998.

<PAGE>

ITEM 24 -- PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

See the information set forth under the caption "Fund 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 25 -- INDEMNIFICATION

The Articles of Incorporation (Exhibit (a)) and Bylaws (Exhibit (b)) 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 26 -- 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 "Fund Management" in the

<PAGE>

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 27 -- PRINCIPAL UNDERWRITERS

(a) As set forth in the accompanying Prospectus and Statement of
Additional Information, Dain Rauscher Incorporated ("DRI") serves as the
principal underwriter of the Registrant's shares of common stock. As of the date
of this filing, DRI does not serve as a principal underwriter to any other
registered investment companies.

(b) The principal business address of each director and officer of Dain
Rauscher Incorporated is 60 South Sixth Street, Minneapolis, Minnesota 55402 or
CityPlace, 2711 North Haskell Avenue, Dallas, Texas 75204. The names, positions
and offices of the directors and senior officers of DRI are set forth below.

<TABLE>
<CAPTION>
NAME POSITIONS AND OFFICES WITH UNDERWRITER
---- --------------------------------------
<S> <C>
John C. Appel Vice Chairman
Daniel J. Collins Senior Vice President and Controller
Peter F. Devos Director of Corporate Finance
Peter M. Grant Senior Managing Director
Jonathan Harris Director of Compliance
Terry A. Moen CROP
David J. Parrin Executive Vice President and Chief Financial Officer
Paula H. Phillippe Director and Executive Vice President
Thomas J. Stotts SROP
Ronald A. Tschetter Senior Executive Vice President
Irving Weiser Chairman, President and Executive Officer
Michelle R. White Senior Vice President

</TABLE>

ITEM 28 -- LOCATION OF ACCOUNTS AND RECORDS

The custodian of the Registrant is Wells Fargo Bank Minnesota,
N.A., 90 South Seventh Street, Minneapolis, Minnesota 55402. The
dividend disbursing agent and transfer agent of the Registrant is PFPC
Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809. The fund
accounting agent of the Registrant is State Street, 801 Pennsylvania,
Kansas City, Missouri 64105. Other records will be maintained by the
Registrant at its principal offices, which are located at 60 South Sixth
Street, Minneapolis, Minnesota 55402.

<PAGE>

ITEM 29 -- MANAGEMENT SERVICES

Not applicable.

ITEM 30 -- UNDERTAKINGS

Not applicable.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act 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 30th day of November, 2000.

GREAT HALL INVESTMENT FUNDS, INC.

By /s/ John C. Appel
--------------------------------------
John C. Appel
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.

<TABLE>
<CAPTION>
Name/signature Title Date
-------------- ----- ----

<S> <C> <C>
/s/ John C. Appel Chief Executive Officer
--------------------------------------------
John C. Appel (Principal Executive Officer) November 30, 2000

/s/ Daniel J. Collins Chief Financial Officer
--------------------------------------------
Daniel J. Collins (Principal Financial and Accounting
Officer) November 30, 2000

T. Geron Bell* Director

Sandra J. Hale* Director

Ron James* Director

Jay H. Wein* Director

*By /s/ Daniel J. Collins
-----------------------------------------
Daniel J. Collins
Attorney-in-Fact November 30, 2000

</TABLE>

(Pursuant to Powers of Attorney dated September 6, 2000, filed as Exhibit S to
Post-Effective Amendment No. 15 to the Registration Statement on December 1,
2000.)

<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C> <C>
(a) Articles of Incorporation (1)
(b) Bylaws (4)
(c) Not applicable
(d) Investment Advisory Agreement (4)
(e) Distributor Agreement (4)
(f) Not applicable
(g) Custodian Contract (1)
(h)(1) Transfer Agency and Service Agreement (2)
(h)(2) Shareholder Account Services Agreement (5)
(h)(3) Investment Accounting Agreement (3)
(i) Opinion and Consent of Faegre & Benson LLP (4)
(j) Consent of KPMG LLP Filed Electronically
(k) Not applicable
(l) Letter of Investment Intent (1)
(m) Not applicable
(q) Not applicable
(r) Code of Ethics Filed Electronically
(s) Power of Attorney Filed Electronically

</TABLE>
----------------------------------------------------------------------
(1) Incorporated by reference to Post-Effective Amendment No. 7 to the
Registration Statement filed on or about November 29, 1995.

(2) Incorporated by reference to Post-Effective Amendment No. 8 to the
Registration Statement filed on or about December 1, 1996.

(3) Incorporated by reference to Post-Effective Amendment No. 9 to the
Registration Statement filed on or about August 1, 1997.

(4) Incorporated by reference to Post-Effective Amendment No. 12 to the
Registration Statement filed on or about September 29, 1998.

(5) Incorporated by reference to Post-Effective Amendment No. 13 to the
Registration Statement filed on or about November 25, 1998.