FIRST AMERICAN MUTUAL FUNDS
N-30D, 1994-07-28
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This report and the financial  statements contained herein are submitted for the
general  information of the shareholders of the  corporation.  The report is not
authorized for distribution to prospective  investors in the corporation  unless
preceded  or  accompanied  by an  effective  prospectus  for  each of the  Funds
included.  Shares in the Funds are not deposits or obligations of, or guaranteed
or endorsed by, First Bank National  Association or any of its affiliates.  Such
shares  are  also  not  federally  insured  by  the  Federal  Deposit  Insurance
Corporation, the Federal Reserve Board, or any other agency.


FIRST AMERICAN MUTUAL FUNDS
680 East Swedesford Road
Wayne, Pennsylvania  19087

Investment Adviser
FIRST BANK NATIONAL ASSOCIATION
601 Second Avenue South
Minneapolis, Minnesota  55480

Custodian
FIRST TRUST NATIONAL ASSOCIATION
180 East Fifth Street
St. Paul, Minnesota  55101

Administrator
SEI FINANCIAL MANAGEMENT
CORPORATION
680 East Swedesford Road
Wayne, Pennsylvania  19087

Transfer Agent
SUPERVISED SERVICE COMPANY
811 Main Street
Kansas City, Missouri  64105

Distributor
SEI FINANCIAL SERVICES COMPANY
680 East Swedesford Road
Wayne, Pennsylvania  19087

Independent Auditors
KPMG PEAT MARWICK
90 South Seventh Street
Minneapolis, Minnesota  55402

Counsel
DORSEY & WHITNEY
220 South Sixth Street
Minneapolis, Minnesota  55402

FAMF 1475 (5/94) RI

                          FIRST AMERICAN MUTUAL FUNDS
                               SEMI-ANNUAL REPORT
                                  MAY 31, 1994

                                                             Diversified Growth
                                                                  Equity Income
                                                                 Managed Income
                                                   Limited Term Tax Free Income


                        FIRST AMERICAN FAMILY OF FUNDS 
                We never forget the reasons you're investing. 

FIRST AMERICAN FUNDS: 

 * Are NOT insured by the FDIC or any other governmental agency; 

 * Are NOT obligations of First Bank System or any of its affiliates; 

 * Are NOT guaranteed by First Bank System or any of its affiliates; 

 * Involve investment risk, including possible loss of principal. 

First American Funds are sponsored by SEI Financial Services Company, a party 
independent of First Bank System and its affiliates. First Bank System 
receives compensation for its role as investment advisor to the First 
American Funds. 



     FUND INFORMATION 

<TABLE>
<S>                    <C>
                                                                                                       
Introduction           1 
Fund Descriptions      2 
Letter to              3 
Shareholders 
Family of Other        4 
Funds 
</TABLE>


 EQUITY FUNDS 

<TABLE>
<S>                                          <C>
Schedule of Investments --                    6 
Diversified Growth Fund 
Schedule of Investments -- Equity             7 
Income Fund 
Statement of Assets and Liabilities          14 
Statement of Operations                      15 
Statement of Changes in Net Assets           16 
Financial Highlights                         17 
Notes to Financial Statements                18 
</TABLE>

 FIXED INCOME FUNDS 

<TABLE>
<S>                                 <C>
Schedule of Investments --           9 
Managed Income Fund 
Statement of Assets and             14 
Liabilities 
Statement of Operations             15 
Statement of Changes in Net         16 
Assets 
Financial Highlights                17 
Notes to Financial Statements       18 
</TABLE>

 TAX-EXEMPT FUNDS 

<TABLE>
<S>                                  <C>
Schedule of Investments --           11 
Limited Term Tax Free Income 
Fund 
Statement of Assets and              14 
Liabilities 
Statement of Operations              15 
Statement of Changes in Net          16 
Assets 
Financial Highlights                 17 
Notes to Financial Statements        18 
</TABLE>

     At the First American Funds family,  we are committed to providing you with
easy to understand information about your investment decisions.

     If you have any questions or comments  about the  information  contained in
this report, or more specifically about your account,  please do not hesitate to
call your First  American  Funds  Representative  or the Funds directly at (800)
637-2548.

     The First  American Funds family has been developed over the past 12 years,
based on understanding the different  objectives of investors like you. With the
First American Funds family,  you can choose from a wide variety of funds,  each
with unique investment  objectives.  Whichever Fund you choose, you'll enjoy the
comfort  of knowing  that your  assets are being  managed by  professionals  who
believe  that  the best  long-term  results  are  achieved  through  disciplined
investment strategies.  Following is a description of each of the First American
Funds portfolios.
<PAGE>   1         

FIRST AMERICAN MUTUAL FUNDS:

Objectives as of July 5, 1994

   
    DIVERSIFIED GROWTH FUND Investment Objective: The primary objective of 
    the Diversified Growth Fund is to achieve long-term growth of capital. The 
    Fund's secondary objective is to provide income. The Fund will invest in 
    equity securities of a diverse group of companies to provide 
    representation across all economic sectors included in the S&P 500 
    Composite Stock Index. 
    

   
    EQUITY INCOME FUND Investment Objective: The objective of the Equity 
    Income Fund is to achieve long-term growth of capital and income. The Fund 
    will invest in equity securities that have relatively high dividend 
    yields, and which, in the Advisor's opinion, will result in a relatively 
    stable Fund dividend with a growth rate sufficient to maintain the 
    purchasing power of the "income stream". 
    

    MANAGED INCOME FUND Investment Objective: The objective of the Managed 
    Income Fund is to provide current income while attempting to provide a 
    high degree of principal stability. The Fund invests in a portfolio of 
    investment grade securities consisting of U.S. Government obligations and 
    corporate debt obligations, and mortgage related securities rated in one 
    of the four highest rating categories of a nationally recognized rating 
    agency. The Fund's portfolio securities will have a weighted average 
    maturity of six months to two years. 

    LIMITED TERM TAX FREE INCOME FUND Investment Objective: The objective 
    of the Limited Term Tax Free Income Fund is to provide dividend income 
    that is exempt from federal regular income tax while attempting to provide 
    a high degree of principal stability. The Fund seeks to achieve its 
    objective by investing in municipal obligations. The Fund's portfolio 
    securities will have an average effective weighted maturity of six months 
    to two years. 
          
<PAGE>   2

    Letter to Shareholders 

    Dear Shareholder: 

    The First American Mutual Funds ended its first six months with assets 
    under management reaching $131 million. Many notable events have taken 
    place within the Fund family during this time period. 

    As a previous shareholder of The Boulevard Funds, you invested in a family 
    of mutual funds advised by Boulevard Bank National Association. On March 
    25, 1994, Boulevard Bank was acquired by First Bank System, whereby a 
    number of changes occurred. 

    In attempt to provide good, long-term consistent growth in the portfolios, 
    First Asset Management, a division of First Bank National Association, 
    became the new investment advisor for the Funds. And, as of May 18th, the 
    name of the Funds family was changed to First American Mutual Funds, and 
    the names of the portfolios, and their investment policies, changed as well.

    The First American Funds is a family of 22 mutual funds which provide you 
    with a full range of investment options, and we are always considering 
    other funds that would help round out the Fund family and expand your 
    investment choices. For a further description of each of these portfolios, 
    please see the fund description section of this report. 

    While we have made a number of changes to the Funds, we want to assure you 
    that we are committed to helping you, and other potential investors, in 
    building a solid investment portfolio. Our investment services and high 
    quality money management are dedicated to trying to help you meet your 
    goals and achieve financial growth. 

    Sincerely, 
    Joseph D. Strauss 
    Chairman 
          
<PAGE>   3
     
    Family of Other Funds 
   
    EQUITY FUNDS 
    GOAL: The primary goal of equity investing is long-term growth. Over the 
    past six decades common stocks have outperformed other leading investment 
    categories by a wide margin-despite periods of market fluctuation, market 
    losses over shorter periods of time, global conflict, and economic 
    turmoil. While all equities carry an inherent risk of principal loss, this 
    risk can be decreased through diversification among a wide range of 
    securities, and through prudent investment management. 

    EMERGING GROWTH FUND Investment Objective: The objective of the 
    Emerging Growth Fund is to seek growth of capital by investing primarily 
    in a diversified portfolio of equity securities of small- to medium-sized 
    companies. 
    

    EQUITY INDEX FUND Investment Objective: The objective of the Equity 
    Index Fund is to provide investment results that correspond to the 
    performance of the S&P 500 Index. 

    INTERNATIONAL FUND Investment Objective: The objective of the 
    International Fund is to seek long-term growth of capital by investing 
    primarily in non-U.S. equity securities. 

   
    REGIONAL EQUITY FUND Investment Objective: The objective of the 
    Regional Equity Fund is to seek capital appreciation by investing 
    primarily in equity securities of small and medium-sized regional 
    companies. 
    

   
    SPECIAL EQUITY FUND Investment Objective: The objective of the Special 
    Equity Fund is to seek capital appreciation by investing in undervalued 
    securities. 
    

   
    STOCK FUND Investment Objective: The primary objective of the Stock 
    Fund is to seek long-term capital appreciation of equity securities and 
    the secondary objective is to seek current income. 
    

   
    TECHNOLOGY FUND Investment Objective: The objective of the Technology 
    Fund is to seek long-term growth of capital by investing primarily in a 
    non-diversified portfolio of equity securities concentrated in the 
    technology industry. 
    * 
    FIXED INCOME 
    FUNDS 
    GOAL: The overall goal of a fixed income fund is to provide a competitive 
    rate of income which is based on its current investment holdings and 
    overall market conditions. 

    Generally speaking, the share prices of fixed income funds tend to 
    increase during times of falling market interest rates, and decrease 
    during times when interest rates are rising. 
    

    MONEY MARKET FUND Investment Objective: The objective of the Money 
    Market Fund is to seek maximum current income consistent with preservation 
    of capital while maintaining liquidity. 

    FIXED INCOME FUND Investment Objective: The objective of the Fixed 
    Income Fund is to seek a high level of current income consistent with 
    preservation of capital. 

    GOVERNMENT BOND FUND Investment Objective: The objective of the 
    Government Bond Fund is to seek maximum current income to the extent 
    consistent with the preservation of capital. 

    INTERMEDIATE-TERM INCOME FUND Investment Objective: The objective of the 
    Intermediate-Term Income Fund is to seek current income, with a secondary 
    objective of capital appreciation. 

   
    LIMITED-TERM INCOME FUND Investment Objective: The objective of the 
    Limited-Term Income Fund is to seek current income in investment-grade 
    fixed income securities. 
    

    MORTGAGE SECURITIES FUND Investment Objective: The objective of the 
    Mortgage Securities Fund is to seek current income by investing in a 
    variety of mortgage related securities. 
          
<PAGE>   4

    Family of Other Funds (continued)

    BALANCED FUNDS 
    GOAL: Balanced funds take a broader approach to investing, seeking to 
    capitalize on relative strengths and weaknesses within these various 
    categories over various market cycles. 
    
    The goal is to maximize total return, consistent with reducing the 
    volatility associated with investing in a particular category. 

    ASSET ALLOCATION FUND Investment Objective: The objective of the Asset 
    Allocation Fund is to seek maximum total return over the long term by 
    allocating its assets among stocks, bonds and short-term instruments. 

    BALANCED FUND Investment Objective: The objective of the Balanced Fund 
    is to seek to maximize total return over the long term by investing in a 
    combination of equity and fixed income securities. 

    TAX-EXEMPT FUNDS 
    GOAL: The overall goal of a municipal bond fund is to deliver a 
    competitive rate of tax-free income. The level of income from a particular 
    fund will fluctuate based on its current investment holdings and overall 
    market conditions. 

    Generally speaking, the share prices of municipal bond funds tend to 
    increase during times of falling market interest rates, and decrease 
    during times when interest rates are rising. 

    COLORADO INTERMEDIATE TAX-FREE FUND Investment Objective: The objective 
    of the Colorado Intermediate Tax-Free Fund is to seek current income which 
    is exempt from both federal income tax and Colorado state income tax, 
    consistent with preservation of capital. 

    MINNESOTA INSURED INTERMEDIATE TAX-FREE FUND Investment Objective: The 
    objective of the Minnesota Insured Intermediate Tax-Free Fund is to seek 
    current income which is exempt from both federal income tax and Minnesota 
    state income tax, consistent with preservation of capital. 

   
    MUNICIPAL BOND FUND Investment Objective: The objective of the 
    Municipal Bond Fund is to seek current income free from federal income 
    tax. 

    MORE ABOUT THE INVESTMENT 
    ADVISOR OF THE FIRST AMERICAN MUTUAL FUNDS 
      First American Mutual Funds is a part of the First American Funds family 
    of 22 mutual funds managed by First Asset Management, a division of First 
    Bank National Association. First Asset Management (FAM) brings experience, 
    competitive performance and understanding of client needs to investment 
    management with the First American Mutual Funds. 
      As one of the largest investment advisors in the upper midwest, FAM 
    manages investments for corporations, employee benefit plans, endowment 
    funds, foundations, and individuals to achieve their diverse investment 
    goals. Today they manage over $22 billion in assets, including over $3 
    billion in the First American Funds family. 
          
<PAGE>   5

    
    Schedule of Investments -- May 31, 1994 (Unaudited)

    DIVERSIFIED GROWTH FUND 
    Percentages of each investment category relate to total net assets. 

<TABLE>
<CAPTION>
 Description                                               Shares    Value (000) 
 <S>                                                     <C>       <C>
   COMMON STOCKS -- 94.5% 
   AUTOMOTIVE -- 2.2% 
   Ford Motor Co.                                        10,000    $   578 
   BEVERAGES-SOFT DRINKS -- 8.7% 
   Coca-Cola Co.                                         30,000      1,211 
   PepsiCo                                               29,000      1,044 
                                                                     2,255 
   CONGLOMERATES -- 3.5% 
   Minnesota Mining & Manufacturing Co.                  18,000        918 
   COSMETIC/PERSONAL CARE -- 3.2% 
   Gillette Co.                                          12,000        837 
   DIVERSIFIED -- .7% 
   Tenneco, Inc.                                          4,000        192 
   ELECTRICAL EQUIPMENT -- 4.4% 
   General Electric Co.                                  23,000      1,141 
   ENTERTAINMENT -- 4.7% 
   Disney                                                28,000      1,211 
   FOODS -- 8.0% 
   Albertsons, Inc.                                       4,000        112 
   Sara Lee Corp.                                        34,000        727 
   Sysco Corp.                                           20,000        517 
   Wrigley (Wm.), Jr. Co.                                14,000        716 
                                                                     2,072 
   HOUSEHOLD PRODUCTS -- 7.4% 
   Procter & Gamble                                      19,000      1,071 
   Rubbermaid, Inc.                                      31,000        864 
                                                                     1,935 
   INFORMATION-PROCESSING/TECHNOLOGY -- 10.4% 
   Automatic Data Processing, Inc.                       19,000      1,014 
   Cisco Systems, Inc.*                                  10,000        248 
   Hewlett-Packard Co.                                   14,000      1,099 
   Oracle Systems Corp.*                                 10,000        342 
                                                                     2,703 
   MEDICAL PRODUCTS/HOSPITAL SUPPLIES -- 6.5% 
   Bausch & Lomb, Inc.                                   14,000        693 
   Johnson & Johnson                                     22,500        996 
                                                                     1,689 
   MERCHANDISING -- 9.3% 
   Toys 'R' Us, Inc.*                                    21,000    $   745 
   Walgreen Co.                                          23,000        940 
   Wal-Mart Stores, Inc.                                 31,000        729 
                                                                     2,414 
   OIL & GAS -- 1.7% 
   Atlantic Richfield Co.                                 2,500        252 
   Du Pont E I de Nemours                                 3,000        186 
                                                                       438 
   PHARMACEUTICALS -- 1.8% 
   Merck and Co., Inc.                                   15,000        458 
   POLLUTION CONTROL -- 2.7% 
   WMX Technologies, Inc.                                26,000        712 
   PUBLISHING-PRINTING RELATED -- 3.6% 
   Dun & Bradstreet Corp.                                16,000        932 
   RESTAURANTS -- 4.3% 
   McDonald's Corp.                                      18,000      1,116 
   SPECIALTY CHEMICAL -- 5.4% 
   International Flavours & Fragrance, Inc.              27,000      1,039 
   Sigma Aldrich                                          9,000        374 
                                                                     1,413 
   TELECOMMUNICATIONS -- 3.8% 
   American Telephone &                                  18,000        981 
   Telegraph Co. 
   TIMBER PRODUCTS -- .8% 
   Weyerhaeuser Co.                                       5,000        208 
   CLIMATE CONTROL SYSTEMS -- 1.4% 
   York International                                    10,000        360 
    TOTAL COMMON STOCKS                                             24,563 
     (Cost $25,542) 
   REPURCHASE AGREEMENT -- 4.4% 
   Morgan Stanley & Co., Inc., 4.23%, dated                          1,140 
   5/31/94, due 6/1/94, repurchase price 
   $1,140,128 (collateralized by $1,170,000 FFCB, 
   4.43%, maturity 4/3/95; market value 
   $1,169,431) 
    TOTAL INVESTMENTS                                              $25,703 
</TABLE>

     (Cost $26,682) 

* Non-income producing security 
The accompanying notes are an integral part of the financial statements.
          
<PAGE>   6

    EQUITY INCOME FUND 
    Percentages of each investment category relate to total net assets. 

<TABLE>
<CAPTION>
 Description                       Par (000)    Value (000) 
 <S>                              <C>         <C>
   CORPORATE BONDS -- 49.5% 
   AEROSPACE -- 2.6% 
   Lockheed Corp., 4.57%,         $  250      $  247 
   4/3/95 
   United Technologies Corp.,        350         370 
   9.625%, 5/15/99 
                                                 617 
   BANKING -- 5.7% 
   Allied Corp., 0.00%, 8/1/95       400         401 
   Credit Suisse, 9.50%,             750         755 
   7/1/94 
   Wells Fargo & Co., 7.625%,        250         233 
   10/1/94 
                                               1,389 
   BUSINESS CREDIT -- 5.2% 
   IBM Credit Corp., 5.55%,        1,000         999 
   1/27/95 
   Xerox Credit Corp., 9.25%,        250         255 
   2/15/2000 
                                               1,254 
   CHEMICAL -- 2.1% 
   ICI Wilmington, Inc.,             500         508 
   7.83%, 5/9/95 
   DIVERSIFIED -- 2.1% 
   Textron, Inc., 10.20%,            500         504 
   9/1/94 
   FOOD & BEVERAGE -- 3.2% 
   Conagra, Inc., 9.19%,             500         516 
   6/30/95 
   Sara Lee Corp., 9.70%,            250         260 
   9/1/2000 
                                                 776 
   HEALTHCARE -- 2.1% 
   Vencor, Inc., 6.00%,              500         505 
   10/01/2002 
   PERSONAL CREDIT -- 7.1% 
   Commercial Credit Group,          500         502 
   Inc., 6.95%, 10/1/94 
   General Motors Acceptance         700         702 
   Corp., 8.50%, 7/18/94 
   Household Finance Corp.,          500         507 
   9.25%, 4/1/95 
                                               1,711 
   PHOTOGRAPH EQUIPMENT -- 2.1% 
   Eastman Kodak Co., 9.625%,        500         509 
   11/15/99 
   RAILWAYS -- 1.0% 
   GATX Leasing Corp., 9.90%,        250         250 
</TABLE>
   6/15/94 

<TABLE>
<CAPTION>
 DESCRIPTION                         PAR (000)    VALUE (000) 
 <S>                               <C>          <C>
   RETAIL -- 8.7% 
   Dayton Hudson Corp., 4.82%,     $500         $  486 
   4/1/96 
   Sears Roebuck & Co., 9.05%,      500            500 
   6/13/94 
   Sears Roebuck & Co., 8.19%,      150            150 
   7/20/94 
   Sears Roebuck & Co., 4.58%,      500            499 
   9/15/94 
   Super Valu Stores, Inc.,         250            250 
   5.875%, 11/15/95 
   Super Valu Stores, Inc.,         200            202 
   9.375%, 8/15/94 
                                                 2,087 
   SECURITY BROKERS -- 2.1% 
   Paine Webber Group, Inc.,        200            206 
   9.625%, 5/1/95 
   Shearson Lehman Bros.            300            305 
   Holdings, Inc., 7.625%, 
   6/15/97 
                                                   511 
   TOBACCO -- 1.3% 
   Philip Morris Cos., Inc.,         300           311 
   9.10%, 11/14/95 
   UTILITIES -- 4.2% 
   Houston Lighting & Power          500           518 
   Co., 8.625%, 1/15/96 
   New York State Electric &         500           503 
   Gas Corp., 8.375%, 8/15/94 
                                                 1,021 
    TOTAL CORPORATE BONDS                       11,953 
     (Cost $12,427) 
   FLOATING RATE NOTES -- 6.2% (A) 
   AEROSPACE -- 2.1% 
   Lockheed Corp., 1.00%,            500           500 
   5/11/95 
   SECURITY BROKERS -- 4.1% 
   Shearson Lehman Brothers,       1,000         1,000 
   Inc., 5.375%, 5/17/96 
    TOTAL FLOATING RATE NOTES                    1,500 
</TABLE>
     (Cost $1,500) 
          
<PAGE>   7

EQUITY INCOME FUND (CONCLUDED)
<TABLE>
<CAPTION>
                                                        SHARES/ 
 DESCRIPTION                                           PAR (000)    VALUE (000) 
 <S>                                                 <C>          <C>
   COMMON STOCKS -- 29.1% 
   AEROSPACE -- 2.3% 
   Boeing Co.                                         12,000      $  557 
   ALUMINUM -- 2.3% 
   Aluminum Co. of America                             8,000         565 
   AUTOMOTIVE -- 2.0% 
   Ford Motor Co.                                      5,000         476 
   BANKING -- 4.6% 
   Boatmen's Bancshares, Inc.                         25,000         838 
   National City Corp                                 10,000         280 
    TOTAL                                                          1,118 
   CHEMICAL -- 2.8% 
   Dow Chemical Co.                                   10,000         683 
   DIVERSIFIED -- 1.0% 
   Tenneco, Inc.                                       5,000         239 
   ELECTRICAL EQUIPMENT -- 2.1% 
   General Electric Co.                               10,000         496 
   FOOD & BEVERAGE -- 1.3% 
   Sanfilippo, John B & Sons, Inc.                    30,000         315 
   MACHINERY -- 2.2% 
   Caterpillar, Inc.                                   5,000         534 
   OIL -- 2.5% 
   Atlantic Richfield Co.                              6,000         605 
   PHARMACEUTICALS -- 2.9% 
   Merck & Co., Inc.                                  10,000         305 
   Pfizer, Inc.                                        6,000         383 
    TOTAL                                                            688 
   RETAIL -- 1.1% 
   Sear Roebuck & Co.                                  5,000         253 
   TOBACCO -- 2.0% 
   Philip Morris Cos., Inc.                           10,000         492 
    TOTAL COMMON STOCKS                                            7,021 
     (Cost $6,911) 
   GOVERNMENT OBLIGATIONS -- 9.8% 
   U.S. Treasury Notes, 4.250-5.125%,                $ 2,500       2,365 
</TABLE>
   5/15/96-12/31/98 
   (Cost $2,485) 

<TABLE>
<CAPTION>
 DESCRIPTION                                                                                            VALUE (000) 
 <S>                                                                                                    <C>
   REPURCHASE AGREEMENT -- 4.4% 
   Morgan Stanley & Co., 4.23%, dated 5/31/94, due 6/1/94,                                              $ 1,063 
   repurchase price $1,062,901 (collateralized by $1,090,000 FFCB, 3.53%, 
   maturity 2/1/95; market value $1,091,244) 
    TOTAL INVESTMENTS                                                                                   $23,902 
     (Cost $24,386) 
</TABLE>
(A) Floating Rate Notes -- the rate reported is the rate in effect as of May 
31, 1994. 
The accompanying notes are an integral part of the financial statements.

<PAGE>   8

    MANAGED INCOME FUND 
    Percentages of each investment category relate to total net assets. 

<TABLE>
<CAPTION>
 Description                         Par (000)    Value (000) 
 <S>                                <C>          <C>
   ASSET BACKED SECURITIES -- 6.1% 
   Capital Auto Receivables A       $1,502       $1,484 
   1993 1, 5.85%, 2/17/98 
   Leasing Solution Receivable,      2,399        2,399 
   1994 1, 5.575%, 3/15/99 
    ASSET BACKED SECURITIES                       3,883 
     (Cost $3,886) 
   CORPORATE BONDS -- 77.9% 
   AEROSPACE -- 1.2% 
   Lockheed Corp., 4.57%, 4/3/95       750          741 
   AUTO/RENTAL -- .8% 
   Hertz, Corp., 8.00%, 4/1/95         500          508 
   BANKING -- 7.4% 
   Citicorp, 8.84%, 6/17/94            500          500 
   Citicorp, 8.625%, 11/15/94          500          506 
   Credit Suisse, 9.50%, 7/1/94        600          602 
   Fleet/Norstar Financial           1,000        1,050 
   Group, 10.20%, 9/15/95 
   Wells Fargo & Co., 7.63%,         2,000        2,013 
   10/1/94 
    TOTAL                                         4,671 
   BUSINESS CREDIT -- 4.0% 
   International Lease & Finance       500          500 
   Corp., 5.50%, 6/20/94 
   International Lease & Finance       500          503 
   Corp., 7.00%, 11/7/94 
   Xerox Credit Corp., 9.50%,          500          506 
   11/1/94 
   Xerox Credit Corp., 5.375%,       1,000          992 
   7/15/95 
                                                  2,501 
   CHEMICALS -- .8% 
   ICI Wilmington, Inc., 7.83%,        500          508 
   5/9/95 
   COMPUTERS -- 2.5% 
   Comdisco, 6.50%, 6/15/94          1,000        1,004 
   Intel Overseas, Corp., 0.00%,       608          574 
   5/15/95 
                                                  1,578 
   DIVERSIFIED -- 2.0% 
   Tenneco Inc., 9.625%,               750          762 
   11/15/94 
   Textron, Inc., 10.20%, 9/1/94       500          504 
                                                  1,266 
   FINANCE -- 1.6% 
   Heller Financial, Inc. 6.50%,     1,000        1,005 
   11/15/95 
   FINANCE-LEASING -- 1.6% 
   GATX Leasing, Corp., 9.90%,      $1,000       $1,001 
   6/15/94 
   FINANCE-RECEIVABLE -- 1.6% 
   IBM Credit, Corp., 5.13%,         1,000          991 
   8/11/95 
   FOOD & BEVERAGE -- 2.9% 
   ConAgra, Inc., 9.19%, 6/30/95     1,000        1,032 
   Wendy's International, Inc.,        750          785 
   12.125%, 4/1/95 
                                                  1,817 
   HEALTHCARE -- .8% 
   Baxter International, 8.20%,        500          509 
   4/1/95 
   INSURANCE -- 2.3% 
   Provident Life Capital Corp.,     1,425        1,450 
   9.65%, 12/1/94 
   OIL & GAS -- 1.7% 
   Ashland Oil Co., 9.875%,            500          519 
   9/1/95 
   Atlantic Richfield Co.,             500          524 
   10.375%, 7/15/95 
                                                  1,043 
   PAPER PRODUCTS -- .7% 
   International Paper, Co.,           450          470 
   9.625%, 10/15/95 
   PERSONAL CREDIT -- 8.7% 
   American General Finance            500          510 
   Corp., 7.30%, 10/16/95 
   American General Finance            200          201 
   Corp., 9.25%, 7/1/94 
   American General Finance            750          764 
   Corp., 9.50%, 12/15/94 
   Beneficial Corp., 6.06%,          1,000        1,002 
   6/30/95 
   Commercial Credit Group,            500          502 
   Inc., 6.95%, 10/1/94 
   Discover Credit Corp. 6.68%,        500          502 
   5/15/95 
   Household Finance Corp.,            500          507 
   9.25%, 4/1/95 
   ITT Financial Corp., 7.125%,      1,000        1,004 
   10/1/94 
   Nordstrom Credit, Inc.,             500          510 
   8.75%, 3/20/95 
                                                  5,502 
   PHOTOGRAPH EQUIPMENT -- 1.1% 
   Eastman Kodak Co., 9.20%,           700          714 
   1/15/95 
          
<PAGE>   9

MANAGED INCOME FUND (CONCLUDED)
   RAILWAYS -- .4% 
   Union Pacific Corp., 9.16%,      $  250      $   259 
   9/25/95 
   RETAIL -- 7.1% 
   Dayton Hudson Corp., 4.82%,       1,000          971 
   4/1/96 
   Sears Roebuck & Co., 8.19%,         500          502 
   7/20/94 
   Sears Roebuck & Co., 9.05%,         500          500 
   6/13/94 
   Sears Roebuck & Co., 4.58%,       1,000          997 
   9/15/94 
   Super Valu Stores, Inc.,            750          756 
   9.375%, 8/15/94 
   Super Valu Stores, Inc.,            750          751 
   5.875%, 11/15/95 
                                                  4,477 
   SECURITY BROKERS -- 9.2% 
   Goldman Sachs & Co., 7.00%,       1,170        1,179 
   11/29/94 
   Paine Webber Group, Inc.,         1,000        1,003 
   9.90%, 6/20/94 
   Salomon Inc., 4.60%, 1/15/95      1,000          991 
   Salomon Inc., 4.80%, 5/15/95      1,000          985 
   Shearson Lehman Brothers,         1,000        1,000 
   Inc., 6.00%, 12/30/94 
   Shearson Lehman Hutton, Inc.,       615          639 
   12.50%, 10/15/94 
                                                  5,797 
   TELECOMMUNICATIONS -- 1.2% 
   Southwestern Bell, 9.00%,           750          773 
   7/17/95 
   TOBACCO -- 3.1% 
   Philip Morris Cos., 8.875%,         900          938 
   7/1/96 
   Philip Morris Cos., Inc.,         1,000        1,002 
   6.25%, 6/5/95 
                                                  1,940 
   UTILITIES -- 13.7% 
   Houston Light & Power Co.,        1,000        1,036 
   8.625%, 1/15/96 
   Jersey Central Power & Light,     1,150        1,160 
   8.70%, 9/20/94 
   Mississippi Power & Light         1,000          989 
   Co., 4.625%, 3/1/95 
   New York State Electric & Gas     1,000        1,005 
   Corp., 8.375%, 8/15/94 
   Niagara Mohawk Power Corp.,       1,050        1,055 
   8.88%, 8/1/94 
   Pacific Gas & Electric Co.,      $  725      $   698 
   4.50%, 6/1/96 
   Pacificorp, 8.41%, 2/1/95           700          711 
   Southern Natural Gas Co.,           500          501 
   9.625%, 6/15/94 
   United Illuminating Co.,            500          501 
   7.62%, 9/12/94 
   Washington Gas & Lighting         1,000        1,003 
   Co., 7.01%, 9/26/94 
                                                  8,659 
    TOTAL CORPORATE BONDS                        48,180 
     (Cost $50,053) 
   FLOATING RATE CORPORATE NOTES -- 4.8% (A) 
   AEROSPACE -- 1.6% 
   Lockheed Corp., 5.26%,           1,000           999 
   5/11/95 
   BANKING -- 3.2% 
   Chemical Banking Corp.,          1,000         1,000 
   5.19%, 2/15/95 
   Citicorp, 8.633%, 12/15/95       1,000         1,013 
                                                  2,013 
   SECURITY BROKERS -- 1.6% 
   Shearson Lehman Brothers,        1,000         1,000 
   Inc. 5.375%, 5/17/96 
    TOTAL FLOATING RATE NOTES                     4,012 
     (Cost $4,063) 
   GOVERNMENT AGENCY OBLIGATIONS -- 4.5% 
   Federal Home Loan Bank,          1,000           923 
   REMIC, 4.83%, 8/24/98 (A) 
   Federal Home Loan Mortgage,      1,000           959 
   Corp., 4.75%, 1/15/2001 
   Federal National Mortgage        1,000         1,000 
   Association, 4.02%, 4/16/95 
   (A) 
    TOTAL GOVERNMENT AGENCY OBLIATIONS            2,882 
     (Cost $3,003) 
   REPURCHASE AGREEMENT -- 7.7% 
   Morgan Stanley & Co. Repo.,                    4,833 
   4.23%, dated 5/31/94, due 
   6/1/94, repurchase price 
   $4,833,174 (collateralized 
   by $4,900,000 FFCB, 3.77%, 
   maturity 9/1/94; market 
   value $4,929,400) 
    TOTAL INVESTMENTS                           $63,790 
     (Cost $65,838) </TABLE>
(A) Floating Rate Notes -- the rate reported is the rate in effect as of May 
31, 1994. 
The accompanying notes are an integral part of the financial statements.
          
<PAGE>   10

    LIMITED TERM TAX FREE INCOME FUND
    Percentages of each investment category relate to total net assets.

<TABLE>
<CAPTION>

  Description                         Par (000)     Value (000)

   <S>                                <C>         <C>
   LONG-TERM MUNICIPAL SECURITIES -- 95.9%
   ALASKA -- 2.6%
   Alaska State, 9.5%, CTFS         $200        $  218
   Partnership in Rent (Spring
   Creek Correctional Center),
   10/1/2000

   Anchorage, AK, 3.50%,             250           245
   Telephone Utility Revenue
   Bonds (Series A), 12/1/96

                                                   463

   ARIZONA -- 2.3%
   Maricopa County, AZ, 0.00%,       300           299
   School District No. 41
   (Gilbert) Bonds (FGIC
   Insured), 7/1/94

   Maricopa County, AZ, 7.00%,        50            51
   School District No. 80,
   PRE-REF 7/1/94

   Mesa, AZ, 5.00%, (Mesa             50            50
   Arizona)/AMBAC Insured),
   7/1/94

                                                   400

   CALIFORNIA -- 6.0%
   California State, 6.00%, 1997     500           519
   to 1999 Maturities, 5/1/97
   Los Angeles, CA, Judgment         250           252
   Obligation Bonds, 4.75%,
   (Series A), 2/1/95
   San Marcos, CA, 0.00%, CTFS       300           290
   (ETM), 3/2/95

                                                 1,061
 
   COLORADO -- 1.1%
   Denver, Colorado City &           200           201
   County, 7.75%, GO, 8/1/94

                                                   201

  CONNECTICUT -- .9%
   Connecticut State, 6.20%,         150           154
   LTGO, (Series B), 7/15/95

                                                   154

  DELAWARE -- 1.1%
   Delaware State, 5.00%,            200           200
   Transportation Authority
   Revenue Bonds, 7/1/94

                                                   200

   FLORIDA -- 2.8%
   Jacksonville, FL, 5.45%,         $200        $  201
   Electric Authority Revenue
   Bonds, 10/1/94
   Miami Beach, FL, 3.30% GO         300           300
   Refunding Bonds, (FGIC
   Insured), 9/1/94

                                                   501

   GEORGIA -- 3.0%
   Cobb County & Marietta, GA,       250           272
   9.00%, 11/1/2000
   Cobb County Georgia School        250           259
   District, 6.125%, 2/1/96
                                                   531
   INDIANA -- 2.8%
   Indianapolis, Indiana, 4.85%,     215           216
   Local Public Improvement
   Bonds, (Series A), 1/10/95
   New Albany, Indiana, 5.20%,       270           274
   Sewage Works Revenue Bond
   (AMBAC Insured), 9/1/95
                                                   490
   ILLINOIS -- 5.8%
   Chicago, IL, 7.80%, Water         250           254
   Revenue Bonds (Chicago, IL,
   Waterworks)/(FGIC Insured),
   (ETM), 11/1/94
   Illinois Metropolitan Pier &      200           196
   Exposition Authority, 0.00%,
   Revenue Bonds (AMBAC
   Insured), 12/15/94
   Illinois State, 3.25%, Sales      200           198
   Tax Revenue Bonds (Series
   S), 6/15/95
   Illinois, 3.90%, Development      225           225
   Financial Authority Revenue
   School District Bonds,
   (PG-Geneva School 304
   Project)/(FGIC Insured),
   3/1/95
   Illinois, 4.00%, Educational      155           155
   Facilities Bonds (Columbia
   College), 12/1/94
                                                 1,028

<PAGE>   11
         
LIMITED TERM TAX FREE INCOME FUND (CONTINUED)
   IOWA -- .9%
   Cedar Rapids, IA, 3.70%,         $150        $  150
   Hospital Facilities Revenue
   Bonds (St. Luke's Methodist
   Hospital Project)/(FGIC
   Insured), 8/15/94
                                                   150

   KENTUCKY -- 1.6%
   Kenton County, KY, 9.30%,         250           273
   Hospital Facility Revenue
   Bonds, (St. Elizabeth
   Medical Center), PRE-REF
   11/1/10

                                                   273

   LOUISIANA -- 3.0%
   Louisiana State, 4.20%,           135           135
   Offshore Term Authority
   Deepwater Port Revenue
   Bonds, 9/1/94
   Louisiana State, 4.60%,           200           202
   Offshore Term Bond (Series
   B), (Loop Inc.), 9/1/95
   Louisiana, 3.55%, Pub             200           196
   Facilities Authority, 7/1/96

                                                   533

   MAINE -- 2.8%
   Maine State, 6.00%, 4/15/96       480           498

                                                   498

   MASSACHUSETTS -- 2.6%
   Massachusetts State, 3.60%,       250           248
   Port Authority Revenue Bonds
   (Series A), 7/1/95
   Massachusetts State, 4.125%,      200           201
   BAN (Water Resource
   Authority), 10/15/95

                                                   449

   MINNESOTA -- 7.1%
   Minnetonka, MN, 7.25%,            500           500
   Multifamily Housing
   (Southampton Apartments
   Project), 6/1/24
   Southern MN, 4.50%, Municipal     500           503
   Power Agency (Supply System
   Revenue), (Series B), 1/1/96
   Western Minnesota, 9.50%,         225           248
   Municipal Power Agency
   Supply Revenue Bonds (Series
   A), PRE-REF 1/1/13

                                                 1,251

   NEBRASKA -- 3.4%
   Omaha, NE, 3.30%, Public         $300        $  299
   Power District Nebraska
   Electric Revenue Bonds
   (Series D), 2/1/95
   Omaha, NE, 3.40%, Public          300           299
   Power District Nebraska
   Electric Revenue Bonds
   (Series B), 2/1/95

                                                   598

   NEVADA -- 1.8%
   Las Vegas Valley, Nv, 9.50%       300           318
   Water District (AMBAC
   Insured), 8/1/95

                                                   318

   NEW MEXICO -- 1.8%
   Albuquerque, NM, 8.25%, Gross     300           315
   Receipt sales Tax Revenue,
   7/1/2014

                                                   315

 
   NEW YORK -- 1.6%
   New York State, 8.50%,            250           272
   Medical Care Facilities
   (Insured Mortgage Hospital),
   (Series A), 1/15/22

                                                   272

   OHIO -- 1.1%
   Ohio State, 3.25%, Building       200           199
   Authority (William Green
   Building), 4/1/95

                                                   199

   PENNSYLVANIA -- 1.2%
   Pittsburgh, PA, 2.75%, School     205           205
   District (Series B)/(FGIC
   Insured), 9/1/94

                                                   205

   RHODE ISLAND -- 5.8%
   Pawtuckett, RI, 7.75%, GO         750           810
   Bonds, 4/15/97
   State of Rhode Island, 6.90%,     200           206
   LTGO, 6/15/95

                                                 1,016

 <PAGE>   12

LIMITED TERM TAX FREE INCOME FUND (CONCLUDED)
   SOUTH CAROLINA -- 1.5%
   Florence County, SC, 8.30%,      $250        $  270
   Hospital Revenue Bonds
   (McLeod Regional Medical


                                                   270

   TENNESSEE -- 3.8%
   Chattanooga, TN, 8.70%,           225           241
   4/1/97
   Knoxville, TN, 4.20%, Water       100           100
   Revenue Bonds, 3/1/95
   Metropolitan Government, TN,      300           319
   9.60%, Nashville & Davidson
   Counties Convention Bonds,
   PRE-REF 3/1/06

                                                   660

   TEXAS -- 12.9%
   Dallas, TX, 8.20%, Waterworks     500           548
   & Sewer System, 4/1/97
   Panhandle-Plains, TX, 1.00%,      300           300
   Higher Education Authority,
   Inc. Student Loan Revenue
   Bonds (Series A), 6/1/21,
   Putable 3/2/95
   San Antonio, TX, 8.00%. UTGO,     250           262
   PRE-REF 8/1/95
   Texas State Park, 8.00%,          200           210
   UTGO, PRE-REF 10/1/99
   Texas State, 4.15%,               300           302
   RFDG-Superconducting (Series
   C), GO, 4/1/95
   Texas State, 6.70%, 12/1/96       320           340
   Texas Tech. University            200           200
   Revenue Bonds, 3.35%, (Texas
   Tech. Health Science
   Center), 2/15/95
   Tyler TX, 8.40%, Independent      100           103
   School District Bonds,
   2/15/97

                                                 2,265

  UTAH -- 1.9%
   Intermountain Power Agency,       300           324
   9.25%, Utah Power Bonds
   (1985 Series A), 7/1/96

                                                   324

   VIRGINIA -- 2.5%
   Fairfax County, VA, 3.35%,        250           246
   Water Authority Revenue
   Bonds, 4/1/96
   Virginia Beach, VA, 3.35%, GO    $200        $  199
   Bonds, 7/15/95

                                                   445

   WASHINGTON -- 6.8%
   King County, WA, 4.60%, UTGO      300           302
   Youth Service Center, Parks
   & Arterial Impacts Bonds
   (ETM), 10/1/94
   Seattle, WA, 3.45%, Municipal     300           299
   Light & Power Revenue Bonds,
   5/1/95
   Washington State, 3.40%,          300           298
   8/1/95
   Washington State, 3.50%,          300           298
   Public Power Supply System
   Nuclear Project No. 3,
   7/1/95

                                                 1,197

   WISCONSIN -- 3.4%
   Kenosha, WI, 3.80%, GO            200           200
   Promissory Notes (Series
   A)/(AMBAC Insured), 4/1/95
   Milwaukee, WI, 3.75%, (series     200           200
   B3), 6/15/95
   South Columbia, 4.80%, Basin      200           202
   Irrigation District, 12/1/95

                                                   602

    TOTAL LONG-TERM MUNICIPAL SECURITIES        16,869
     (cost $16,901)

   CASH EQUIVALENTS -- 4.4%
   Louisiana Public Facility         500           500
   Authority, 3.10%, 6/7/94 (A)
   SEI Tax Exempt Trust 2.49%,       279           279
   6/1/94 (A)

                                                   779

    TOTAL INVESTMENTS                          $17,648
     (cost $17,680)

</TABLE>

   
(A) Variable Rate Security with Demand Features -- the rate reported is the
rate in effect as of May 31, 1994. The date shown is the longer of the reset
or demand date.
CTFS -- Certificates of Participation
GO -- General Obligation
UTGO -- Unlimited Tax General Obligation
LTGO -- Limited Tax General Obligation
BAN -- Bond Anticipation Note
PRE-REF -- Pre-Refunded
AMBAC -- American Municipal Bond Assurance Company
FGIC -- Financial Guaranty Insurance Corporation

The accompanying notes are an integral part of the financial statements.

<PAGE>   13

Statements of Assets and Liabilities (000) -- May 31, 1994 (Unaudited)

As of May 31, 1994

<TABLE>
<CAPTION>
                                                                                                        
                                                                                                         Limited
                                                                                                            Term
                                                                                                            Tax
                                                                    Diversified      Equity   Managed       Free
                                                                         Growth      Income    Income     Income
                                                                           Fund        Fund      Fund       Fund

  <S>                                                                     <C>        <C>        <C>        <C>
   ASSETS:
   Investment securities, at value (cost $26,682, $24,386,                $ 25,703   $ 23,902   $ 63,790   $ 17,648
   $65,838 and $17,680, respectively)
   Cash                                                                      1,362       --        4,626       --
   Receivables:
    Securities sold                                                           --         --         --          206
    Capital shares sold                                                         31          6       --            5
    Interest and dividend receivable                                            56        240      1,077        249
   Deferred organizational costs                                                34         35         35         34
   Other assets                                                                 14         14         26         11

                                                                         ------------------------------------------
    TOTAL ASSETS                                                            27,200     24,197     69,554     18,153

                                                                         ------------------------------------------
   LIABILITIES:
   Payable for securities purchased                                          1,140       --        6,324        500
   Accrued expenses and other liabilities                                       58         73         84         61

                                                                         ------------------------------------------
    TOTAL LIABILITIES                                                        1,198         73      6,408        561

                                                                         ------------------------------------------
   NET ASSETS:
   Portfolio Shares -- (no par value -- unlimited                           28,666     24,745     66,297     17,603
   authorization) based on shares outstanding of 2,862,455;
   2,462,400; 6,588,610; and 1,759,409, respectively
   Undistributed net investment income                                          47         31         55         28
   Accumulated net realized loss on investments                             (1,732)      (168)    (1,158)        (7)
   Unrealized depreciation of investments                                     (979)      (484)    (2,048)       (32)

                                                                         ------------------------------------------
   TOTAL NET ASSETS                                                       $ 26,002   $ 24,124   $ 63,146   $ 17,592

                                                                         ==========================================
   NET ASSET VALUE AND REDEMPTION PRICE PER SHARE                         $   9.08   $   9.80   $   9.58    $ 10.00



   Maximum sales charge OF 4.5%+, 4.5%+, 2%+ AND 2%+, respectively        $    .43   $    .46   $    .20   $    .20

 


   OFFERING PRICE PER SHARE                                               $   9.51   $  10.26   $   9.78   $ 10.20
 

</TABLE>

+ The offer price is calculated by dividing the net asset value by 1 minus
the maximum sales charge of 4.5%, 4.5%, 2% and 2%, respectively.

The accompanying notes are an integral part of the financial statements.
          
<PAGE>    14


Statements of Operations (000)                                       (Unaudited)
For the six month period ended May 31, 1994

<TABLE>
<CAPTION>
                                                                                 Limited
                                                                                  Term
                                                Diversified    Equity  Managed  Tax Free
                                                     Growth    Income   Income    Income
                                                       Fund      Fund    Fund       Fund
 <S>                                               <C>       <C>       <C>       <C>
 INVESTMENT INCOME:
 Interest                                          $    15   $   721   $ 2,434   $   310
 Dividends                                             284       103      --        --
  Total investment income                              299       824     2,434       310
EXPENSES:
 Investment advisory fees                              109       102       242        66
 Administrator and portfolio accounting fees            46        47        77        46
 Transfer agent fees                                    13        12        11        10
 Amortization of organizational costs                    5         5         5         5
 Directors' fees                                         1         1         1      --
 Registration fees                                      12        12        12        10
 Professional fees                                       7         6        10         6
 Printing                                                8        10        18         9
 Other                                                   5         9         8         7
  Total expenses                                       206       204       384       159
  Less: investment advisory fees waived                (66)      (77)     (138)      (64)
  Total net expenses                                   140       127       246        95
  Investment income -- net                             159       697     2,188       215
REALIZED AND UNREALIZED GAINS (LOSSES) ON
  INVESTMENTS -- NET:
   Net realized loss on investments                 (1,688)     (144)     (712)       (5)
   Net change in unrealized appreciation
   (depreciation) of investments                       640       (83)     (655)      (68)
Net loss on investments                             (1,048)     (227)   (1,367)      (73)
Net increase (decrease) in net assets resulting   
 from  operations                                  $  (889)  $   470   $   821   $   142
</TABLE>
   The accompanying notes are an integral part of the financial statements.

<PAGE>    15

Statements of Changes in Net Assets (000)                            (Unaudited)

For the  six-month  period ended May 31, 1994 and the period ended  
  November 30, 1993

<TABLE>
<CAPTION>
                                            Diversified               Equity
                                             Growth Fund            Income Fund
                                        11/30/93   12/18/92(1) 11/30/93   12/18/92(1)
                                           to         to          to          to
                                         5/31/94   11/30/93     5/31/94   11/30/93
 <S>                               <C>              <C>            <C>        <C>
OPERATIONS:
 Investment income - net               $    159   $    343   $    697   $  1,468
 Net realized gain (loss) on             
  investments                            (1,688)       (44)      (144)       (23)
 Net change in unrealized
  appreciation (depreciation)
  of investments                            640     (1,619)       (83)      (401)
   Net increase in net assets              
    resulting from operations              (889)    (1,320)       470      1,044
    
DISTRIBUTIONS TO SHAREHOLDERS FROM:
 Investment income - net                   (164)      (291)      (678)    (1,457)
CAPITAL SHARE TRANSACTIONS:
  Proceeds from sales                     1,491     37,488      3,204     35,768
  Reinvestment of distributions             156        276        574      1,278
  Payments for redemptions               (5,676)    (5,069)    (8,232)    (7,847)
   Increase (decrease) in net assets     
    from capital share transactions      (4,029)    32,695     (4,454)    29,199
   Total increase (decrease)             
    in net assets                        (5,082)    31,084     (4,662)    28,786
Net assets at beginning of period        31,084       --       28,786       --
Net assets at end of period+           $ 26,002   $ 31,084   $ 24,124   $ 28,786

Capital share transactions:
     Proceeds from sales                    160      3,835        323      3,572
     Reinvestment of distributions           16         30         58        129
     Payments for redemptions              (624)      (555)      (836)      (784)
      Net increase (decrease) from          
       capital share transactions          (448)     3,310       (455)     2,917


</TABLE>
<TABLE>
<CAPTION>
                                          Managed                 Limited Term
                                       Income Fund            Tax Free Income Fund
                                   11/30/93   11/17/92(1)    11/30/93    2/19/93(1)
                                      to          to            to          to
                                    5/31/94   11/30/93        5/31/94   11/30/93
 <S>                                      <C>        <C>          <C>         <C>
 OPERATIONS:
  Investment income - net               $  2,188   $  3,789   $    215   $    276
  Net realized gain (loss) on               
   investments                              (712)      (446)        (5)        (2)
  Net change in unrealized                  
   appreciation (depreciation)
    of investments                          (655)    (1,393)       (68)        36
    Net increase in net assets               
     resulting from operations               821      1,950        142        310
     
 DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Investment income - net                 (2,183)    (3,738)      (198)      (264)
 CAPITAL SHARE TRANSACTIONS:
   Proceeds from sales                     6,459     87,518      3,151     20,877
   Reinvestment of distributions           1,727      2,847         89         84
   Payments for redemptions              (17,426)   (14,929)    (4,922)    (1,677)
    Increase (decrease) in net assets     
     from capital share transactions      (9,240)    75,436     (1,682)    19,284
    Total increase (decrease)            
     in net assets                       (10,602)    73,648     (1,738)    19,330
 Net assets at beginning of period        73,748        100     19,330       --
 Net assets at end of period+           $ 63,146   $ 73,748   $ 17,592   $ 19,330

 Capital share transactions:
      Proceeds from sales                    664      8,749        315      2,087
      Reinvestment of distributions          179        288          9          8
      Payments for redemptions            (1,797)    (1,504)      (492)      (167)
       Net increase (decrease) from
        capital share transactions          (954)     7,533       (168)     1,928 
</TABLE>

(1) Commencement of operations.

    
   
+  Including  undistributed  net  investment  income  (000)  of $47  and $52 for
Diversified  Growth  Fund,  $31 and $12 for Equity  Index Fund,  $55 and $50 for
Managed  Income Fund and $28 and $11 for  Limited  Term Tax Free Income Fund for
the  period  ended May 31,  1994 and for the period  ended  November  30,  1993,
respectively. 
    

   The accompanying notes are an integral part of the financial statements.

<PAGE>   16


Financial Highlights (Unaudited)

For a share outstanding throughout the period

<TABLE>
<CAPTION>
                     Net                 Realized and               Net
                    Asset                 Unrealized    Dividends  Asset
                    Value       Net        Gains or     from Net   Value
                  Beginning Investment     (Losses)    Investment   End      Total
                  of Period   Income    on Investments   Income  of Period  Return+
 <S>                 <C>    <C>              <C>         <C>      <C>      <C>
DIVERSIFIED GROWTH
 1994(1)(4)         $ 9.39  $ 0.05           $(0.31)     $(0.05)  $ 9.08   (2.78)%
 1993(2)             10.00    0.11            (0.63)      (0.09)    9.39    5.18)
EQUITY INCOME
 1994(1)(4)         $ 9.87  $ 0.25           $(0.08)     $(0.24)  $ 9.80    1.76%
 1993(2)             10.00    0.57            (0.14)      (0.56)    9.87    4.44
MANAGED INCOME 
 1994(1)(4)         $ 9.78  $ 0.31           $(0.20)     $(0.31)  $ 9.58    1.09%
 1993(2)             10.00    0.61            (0.23)      (0.60)    9.78    3.88
LIMITED TERM TAX
  FREE INCOME
 1994(1)(4)         $10.03  $ 0.12           $(0.04)     $(0.11)  $10.00     .75%
 1993(3)             10.00    0.18             0.02       (0.17)   10.03    2.02
</TABLE>

<TABLE>
<CAPTION>
                                                                    Ratio
                                                      Ratio      of Expenses
                         Net            Ratio         of Net      to Average
                       Assets        of Expenses      Income      Net Assets   Portfolio
                        End         to Avereage    to Average    (Excluding    Turnover
                    of Period (000)  Net Assets(a)  Net Assets(a)  Waivers)(a)    Rate
 <S>                 <C>               <C>            <C>            <C>           <C>
DIVERSIFIED GROWTH
 1994(1)(4)          $26,002           0.95%          1.08%          1.40%         12%
 1993(2)              31,084           0.78           1.26           1.25          5
EQUITY INCOME
 1994(1)(4)          $24,124           0.92%          5.05%          1.48%         24%
 1993(2)              28,786           0.75           6.09           1.36          68
MANAGED INCOME
 1994(1)(4)          $63,146           0.72%          6.37%          1.12%         12%
 1993(2)              73,748           0.65           6.69           1.07          39
LIMITED TERM TAX
  FREE INCOME
 1994(1)(4)          $17,592           1.01%          2.28%          1.69%         36%
 1993(3)              19,330           0.81           2.30           1.76          22
</TABLE>
(1) For the six-month period ended May 31, 1994.

   
(2) For the period from December 18, 1992 (date of initial public investment)
to November 30, 1993.
    

   
(3) For the period from February 19, 1993 (date of initial public investment)
to November 30, 1993.
    

   
(4) On March 25, 1994, First Bank National Association replaced Boulevard
Bank as investment adviser for the Funds.
    

   
+ Returns are for the period indicated and have not been annualized.
    

(a) Computed on an annualized basis.

   The accompanying notes are an integral part of the financial statements.

<PAGE>    17



Notes to Financial Statements -- May 31, 1994

   
    (1) ORGANIZATION
    First American Mutual Funds (FAMF), formerly The Boulevard Funds, is
    registered under the Investment Company Act of 1940, as amended, as an
    open-end, management investment company. FAMF presently includes a series
    of four funds (the Funds) which are Diversified Growth Fund, Equity Income
    Fund, Managed Income Fund and Limited Term Tax Free Income Fund (formerly
    Boulevard Blue-Chip Growth Fund, Boulevard Strategic Balance Fund,
    Boulevard Managed Income Fund and Boulevard Managed Municipal Fund,
    respectively). FAMF's declaration of trust permits the Board of Trustees
    to create additional series and classes in the future. As of May 31, 1994,
    the Equity Income Fund had approximately 30% of its portfolio in equity
    securities. The investment policy has since changed so that under normal
    market conditions the portfolio will hold at least 80% of its total assets
    in equity securities (including common stocks and convertible securities).
    

    (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    The significant accounting policies followed by the Funds are as follows:

   
    Security Valuation -- Investment securities of the Funds which are listed
    on a securities exchange for which market quotations are available are
    valued by an independent pricing service at the last quoted sales price
    for such securities on each business day. If there is no such reported
    sale, these securities and unlisted securities for which market quotations
    are readily available are valued at the mean between the latest bid and
    ask prices. Debt obligations with sixty days or less remaining until
    maturity may be valued at their amortized cost. Under this valuation
    method, purchase discounts and premiums are accreted and amortized ratably
    to maturity and are included in interest income. When market quotations
    are not readily available, securities are valued at fair value as
    determined in good faith by procedures established by the Board of
    Trustees.
    

   
    Security Transactions and Investment Income -- The Funds record security
    transactions on the trade date, the date the securities are purchased or
    sold. Dividend income is recorded on the ex-dividend date. Interest income
    is recorded on the accrual basis. For financial reporting purposes, except
    for original issue discount and market premium for Limited Term Tax Free
    Fund, the Funds do not amortize bond premium and discount. Security gains
    and losses are determined on the basis of identified cost, which is the
    same basis used for federal income tax purposes.
    

   
    Repurchase Agreements -- Securities pledged as collateral for repurchase
    agreements are held by each Fund's custodian bank until maturity of the
    repurchase agreements. Provisions of the agreements and procedures adopted
    by the Fund's adviser ensure that the market value of the collateral,
    including accrued interest thereon, is sufficient in the event of default
    by the counterparty. If the counterparty defaults and the value of the
    collateral declines or if the counterparty enters an insolvency
    proceeding, realization of the collateral by the Fund may be delayed or
    limited.
    

   
    Distributions to Shareholders -- Equity Income Fund, Managed Income Fund
    and Limited Term Tax Free Income Fund declare and pay income dividends
    monthly (effective June 1994, Equity Income Fund will declare and pay
    income dividends quarterly). Diversified Growth Fund declares and pays
    income dividends quarterly. All of the Funds pay realized long term
    capital gains distributions, if any, at least once a year. Reinvestments
    of dividends and capital gains distribution in additional shares are made
    at the net asset value at the close of business on the payable date.
    
<PAGE>     18
    Notes to Financial Statements -- continued

    Federal Taxes -- It is each Fund's intention to continue to qualify as a
    regulated investment company and distribute all of its taxable income.
    Accordingly, no provision for Federal income taxes is required. At
    November 30, 1993, Diversified Growth Fund, Equity Income Fund, Managed
    Income Fund, and Limited Term Tax Free Income Fund had capital loss
    carryovers for federal income tax purposes of $43,652, $23,645, $446,246
    and $1,667, respectively, which, if not offset by subsequent capital gains
    will expire in 2001.

   
    Expenses -- Expenses that are directly related to one of the Funds are
    charged directly to that Fund. Other operating expenses of the Company are
    prorated to the Funds on the basis of relative net asset value. Income,
    other expenses and accumulated realized and unrealized gains and losses of
    a Fund are allocated to the respective class on the basis of the relative
    net asset value each day.
    

   
    (3) INVESTMENT SECURITY TRANSACTIONS
    During the six-month period ended May 31, 1994, purchases of securities
    and proceeds from sales of securities, other than temporary investments in
    short-term securities, were as follows:
    

<TABLE>
<CAPTION>
                                      Purchases     Sales
                                        (000)       (000)

 <S>                               <C>             <C>
 Diversified Growth Fund           $3,440          $ 7,943
 Equity Income Fund                 6,226            9,249
 Managed Income Fund                7,657           17,881
 Limited Term Tax Free Income       6,081            7,131
</TABLE>
 Fund

   
    At May 31, 1994, the total cost of securities and the net realized gains
    or losses on securities sold, for Federal income tax purposes, was not
    materially different from amounts reported for financial reporting
    purposes. The aggregate gross unrealized appreciation and depreciation for
    securities held by the Funds at May 31, 1994 is as follows (000):
    

<TABLE>
<CAPTION>
                                                                                            Limited Term
                                                                                              Tax Free
                                               Diversified      Equity         Managed         Income
                                               Growth Fund    Income Fund    Income Fund        Fund

<S>                                          <C>            <C>            <C>                  <C>
Aggregate gross unrealized
 appreciation                               $ 1,022        $ 505          $     1               $ 16
Aggregate gross unrealized
 depreciation                                (2,001)        (989)          (2,049)               (48)

Net unrealized appreciation
 (deprecciation)                            $  (979)       $(484)         $(2,048)              $(32)

 </TABLE>

   
    (4) FEES AND EXPENSES
    Pursuant to an investment advisory agreement (the Agreement), effective
    March 25, 1994, First Bank National Association (the Adviser) manages each
    Fund's assets and furnishes related office facilities, equipment, research
    and personnel. The Agreement requires each Fund to pay the Adviser a fee,
    calculated on an annual basis, equal to .70% of the Fund's average daily
    net assets.
    

   
    Prior to the acquisition by First Bank System, Inc. of Boulevard Bancorp
    Inc. in March 1994, Boulevard Bank was the investment adviser to the Funds
    and received fees, calculated on an annual basis, equal to .75% of the
    average daily net assets of Diversified Growth Fund and Equity Income Fund
    and .70% of the average daily net assets of Managed Income Fund and
    Limited Term Tax Free Income Fund.
    

   
    First Trust National Association, an affiliate of the Adviser, will become
    the Funds' custodian, effective June 20, 1994, replacing State Street Bank
    and Trust Company who served as the Funds' custodian prior to this date.
    
<PAGE>    19
   
    Notes to Financial Statements -- concluded
    

    Effective May 1, 1994, SEI Financial Services Company (SFS) and SEI
    Financial Management Corporation (SFM) serve as the Funds' distributor and
    administrator, respectively. The distribution agreement calls for the each
    fund to pay SFS a distribution fee at the annual rate of .25% of average
    daily net assets. However, the Funds will not accrue or pay any
    distribution fees until a separate class of shares is created for certain
    institutional investors. SFM provides administrative services, including
    certain accounting, legal and shareholder services, at an annual rate of
    .20% of each Fund's average daily net assets, with a minimum annual fee of
    $50,000 per fund. Supervised Service Company Inc. will provide transfer
    agent services for the Funds effective June 10, 1994.

    Pursuant to prior agreements which terminated April 30, 1994 (June 9, 1994
    for the transfer agent agreement), Federated Securities Corp., Federated
    Administrative Services and Federated Services Company served as the
    Funds' distributor, administrator and transfer agent, respectively.

    In addition to the investment advisory and management fees, custodian
    fees, distribution fees, administrator fees and transfer agent fees, each
    fund is responsible for paying most other operating expenses including
    organization costs, fees and expenses of outside directors, registration
    fees, printing and shareholder reports, legal, auditing, insurance and
    other miscellaneous expenses.

   
    For the six month period ended May 31, 1994, total fees and expenses were
    voluntarily limited by the Adviser and previous adviser in order to assist
    the funds in maintaining a competitive expense ratio.
    

    The following is a summary of investment advisory fees earned for the
    six-month period ended May 31, 1994 (000).
<TABLE>
<CAPTION>
                                                                                 Limited Term
                                                                                      Tax
                                       Diversified      Equity       Managed      Free Income
                                       Growth Fund   Income Fund   Income Fund       Fund

 <S>                                       <C>           <C>           <C>           <C>
 First Bank National
  Total investment advisory fee             47            34             85           24
  Less: investment advisory fees waived    (23)          (25)           (48)         (23)
                                   
  Net investment advisory 
   fees after waiver                        24             9             37            1


 Boulevard Bank
  Total investment advisory fee             62            68            157           42
  Less: investment advisory fees waived    (43)          (52)           (90)         (41)
  

  Net investment advisory fees 
   after waiver                             19            16             67            1
  

 Total
  Total investment advisory fee            109           102            242           66
  Less: investment advisory fees waived    (66)          (77)          (138)         (64)


  Net investment advisory fees 
   after waiver                             43            25            104            2


</TABLE>

    For the six-month period ended May 31, 1994, legal fees and expenses were
    paid to a law firm of which the Secretary of the Funds is a partner.

   
    (5) DEFERRED ORGANIZATION COSTS
    The Funds incurred organization expenses in connection with their start-up
    and initial registration. These costs are being amortized over 60 months
    on a straight-line basis.
    
<PAGE>     20




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