WALNUT STREET FUNDS INC
N-30D, 1996-08-26
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President's Letter 


Dear Shareholder: 

The Walnut Street Funds, Inc. is pleased to present you with our 1996 
semi-annual report. The Walnut Street Prime Reserve Fund asset balance for 
the period ending June 30, 1996, was $150.4 million. The seven-day current 
yield for the Prime Reserve Fund was 4.70% on June 30, 1996, with an average 
maturity of 59 days. 

The economic environment started out favorably for the equity markets for the 
first half of the year, but the tide began to change towards the end of the 
second quarter. Most stock market indices peaked in May and declined 
thereafter. 

The Federal Reserve's first move of the year was a quarter point lowering of 
rates in January, after which, the economy began showing signs of 
accelerating growth, raising concerns about inflation, and spawning rumors of 
a possible interest rate hike by the Fed. The Federal Reserve managed to 
avoid raising rates during the remaining months through June and at its July 
2nd meeting. In the meantime, the 30-year Treasury bond yield rose nearly a 
full point, from 5.95% to 6.89%. The rise in interest rates made it a 
difficult six months for the bond market. When interest rates rise, bond 
prices fall. 

For investors seeking a refuge from the volatile movements of the stock and 
bond market, money market funds provide an attractive alternative. 

The Walnut Street Funds, Inc. and Conning Asset Management Company (formerly 
General American Investment Management Company), the Fund's investment 
adviser, remain committed to providing our shareholders with a high quality 
money market fund, excellent service, and professional investment management. 

                     Sincerely, 
                     /s/ Richard A. Liddy 
                     Richard A. Liddy 
                     Chairman of the Board 
                     The Walnut Street Funds, Inc. 

Yields will fluctuate with market conditions. Past performance is no 
guarantee of future returns. Investments in money market funds are not 
insured or guaranteed by the U.S. Government and there is no assurance that 
the Fund will be able to maintain a stable net asset value of $1.00 per 
share. The investment adviser is currently waiving certain fees. Had fees not 
been waived, the 7-day current yield would have been 4.64% and the total 
return would have been lower. The voluntary waiver of fees may be modified or 
terminated at any time, which would reduce the Fund's performance. 


<PAGE>
 
Table of Contents 


      SCHEDULE OF INVESTMENTS                      Page 1 

      STATEMENT OF ASSETS AND LIABILITIES               4 

      STATEMENT OF OPERATIONS                           4 

      STATEMENTS OF CHANGES IN NET ASSETS               5 

      FINANCIAL HIGHLIGHTS                              6 

      NOTES TO FINANCIAL STATEMENTS                     7 

      DIRECTORS AND OFFICERS                            9 


<PAGE>
 
WALNUT STREET PRIME RESERVE FUND 
Schedule of Investments 
June 30, 1996 (Unaudited) 


PRINCIPAL                                              VALUE 
 AMOUNT                                              (NOTE 2A) 
- ---------                                          -------------- 
              COMMERCIAL PAPER--87.54% 
              Automobiles--6.72% 
$2,000,000    General Motors 
              Acceptance Corp, 5.42%, 
              12/16/96                              $ 1,949,413
 3,200,000    General Motors 
              Acceptance Corp, 5.42%, 
              12/16/96                                3,119,061
 2,800,000    General Motors 
              Acceptance Corp, 5.40%, 
              12/16/96                                2,729,440
 2,325,000    Mitsubishi Motors Credit, 5.45%, 
              8/5/96 (LOC: Mitsubishi Bank)           2,312,681
                                                    -----------
                                                     10,110,595
                                                    -----------
              Banking & Finance-- 
              79.82% 
 2,285,000    Alloman Funding Corp, 5.38%, 
              7/22/96                                 2,277,829
 5,000,000    Anchor Capital Corp, 5.60%, 
              9/27/96                                 4,931,556
 1,000,000    Anchor Funding Corp, 5.40%, 
              8/08/96                                   994,300
 1,000,000    Astro Capital Corp, 5.52%, 
              9/05/96                                   989,880
 1,500,000    Astro Capital Corp, 5.50%, 
              9/10/96                                 1,483,729
 4,500,000    Astro Capital Corp, 5.62%, 
              10/31/96                                4,414,295
 2,324,000    Banca CRT Financial, 5.30%, 
              8/26/96                                 2,304,840
 1,853,000    Banca CRT Financial, 5.30%, 
              9/03/96                                 1,835,541
 3,000,000    Banca CRT Financial, 5.08%, 
              9/04/96                                 2,972,483
 1,000,000    Banca CRT Financial, 5.35%, 
              11/15/96                                  979,640
 2,500,000    Broadway Capital, 5.40%, 
              7/12/96                                 2,495,875
   250,000    Creative Capital, 5.47%, 
              7/18/96                                   249,354
 1,500,000    Creative Capital, 5.40%, 
              8/02/96                                 1,492,800
 1,075,000    Creative Capital, 5.37%, 
              8/27/96                                 1,065,860


PRINCIPAL                                              VALUE 
 AMOUNT                                              (NOTE 2A) 
- ---------                                          -------------- 
$1,028,000    Creative Capital, 5.52%, 
              9/20/96                               $ 1,015,232
 2,000,000    Dealers Capital, 5.00%, 
              7/25/96                                 1,993,333
 3,500,000    Diamond Asset Funding, 5.38%, 
              7/12/96                                 3,494,246
 1,000,000    Diamond Asset Funding, 5.25%, 
              7/15/96                                   997,958
 2,000,000    Diamond Asset Funding, 5.40%, 
              8/15/96                                 1,986,500
 1,150,000    Diamond Asset Funding, 5.45%, 
              8/15/96                                 1,142,166
 2,050,000    Dynamic Funding, 5.43%, 
              7/01/96                                 2,050,000
 1,000,000    Dynamic Funding, 5.52%, 
              7/16/96                                   997,700
 3,751,000    Dynamic Funding, 5.45%, 
              7/31/96                                 3,733,964
   100,000    Dynamic Funding, 5.51%, 
              9/10/96                                    98,913
 2,000,000    Finova Capital Corp, 5.43%, 
              7/16/96                                 1,995,475
   775,000    Finova Capital Corp, 5.42%, 
              7/24/96                                   772,316
 1,700,000    Finova Capital Corp, 5.42%, 
              7/29/96                                 1,692,834
 1,725,000    Finova Capital Corp, 5.53%, 
              8/30/96                                 1,709,101
   125,000    Frontier Funding, 5.53%, 
              9/06/96                                   123,714
 1,645,000    Industrial Funding, 5.40%, 
              7/16/96                                 1,641,299
 3,875,000    Industrial Funding, 5.50%, 
              8/20/96                                 3,845,399
 1,425,000    Jet Funding, 5.40%, 7/31/96             1,418,588
 2,100,000    Lehman Brothers, 5.38%, 
              7/08/96                                 2,097,807
 1,425,000    Lehman Brothers, 5.53%, 
              10/15/96                                1,401,797
 1,500,000    Lehman Brothers, 5.53%, 
              11/15/96                                1,468,433
 2,000,000    Lehman Brothers, 5.60%, 
              12/18/96                                1,947,111
 1,000,000    Oak Funding, 5.43%, 7/12/96               998,341
 1,000,000    Oak Funding, 5.50%, 8/14/96               993,278
 1,000,000    Orix America, 5.25%, 7/09/96 
              (LOC: Sanwa Bank)                         998,833
   750,000    Orix America, 5.57%, 9/27/96 
              (LOC: Norinchukin Bank)                   739,788

See notes to financial statements. 

                                        1
<PAGE>

WALNUT STREET PRIME RESERVE FUND 
Schedule of Investments (Continued)
June 30, 1996 (Unaudited) 
 
PRINCIPAL                                              VALUE 
 AMOUNT                                              (NOTE 2A) 
- ---------                                          -------------- 
              COMMERCIAL PAPER 
              (Continued) 
              Banking & Finance 
              (continued) 

$3,000,000    Orix America, 5.40%, 9/27/96 
              (LOC: Norinchukin Bank)              $  2,960,400 
 1,400,000    Orix America, 5.52%, 10/15/96 
              (LOC: Norinchukin Bank)                 1,377,245 
   600,000    Orix America, 5.52%, 10/15/96 
              (LOC: Norinchukin Bank)                   590,248 
 1,500,000    Progress Funding, 5.43%, 
              7/15/96                                 1,496,833 
 1,900,000    Progress Funding, 5.50%, 
              8/28/96                                 1,883,164 
 1,850,000    Progress Funding, 5.40%, 
              9/09/96                                 1,830,575 
 1,150,000    Progress Funding, 5.43%, 
              9/09/96                                 1,137,858 
   625,000    Progress Funding, 5.55%, 
              10/30/96                                  613,341 
   450,000    Progress Funding, 5.70%, 
              12/19/96                                  437,816 
 1,325,000    Sanwa Business Credit Corp, 
              5.38%, 8/16/96                          1,315,891 
 1,675,000    Sierra Funding, 5.00%, 
              7/15/96                                 1,671,743 
 1,176,000    Sierra Funding, 5.25%, 
              7/15/96                                 1,173,599 
   500,000    Sierra Funding, 5.50%, 
              7/15/96                                   498,931 
 1,000,000    Sierra Funding, 5.40%, 
              8/15/96                                   993,250 
 1,000,000    Stellar Capital Corp, 5.38%, 
              7/12/96                                   998,356 
 3,800,000    Stellar Capital Corp, 5.38%, 
              7/19/96                                 3,789,778 
   475,000    Stellar Capital Corp, 5.37%, 
              8/14/96                                   471,883 
 1,200,000    Stellar Capital Corp, 5.42%, 
              8/30/96                                 1,189,160 
   800,000    Stellar Capital Corp, 5.52%, 
              11/20/96                                  782,581 
 1,733,000    Strait Capital, 5.40%, 7/19/96          1,728,321 
 2,000,000    Strait Capital, 5.55%, 9/30/96          1,971,942 
 3,000,000    Strategic Asset Funding, 5.30%, 
              7/01/96                                 3,000,000 
 1,208,000    Strategic Asset Funding, 5.40%, 
              7/31/96                                 1,202,564 


PRINCIPAL                                              VALUE 
 AMOUNT                                              (NOTE 2A) 
- ---------                                          -------------- v
$2,400,000    Strategic Asset Funding, 5.40%, 
              7/31/96                              $  2,389,200 
   800,000    Strategic Asset Funding, 5.40%, 
              7/31/96                                   796,400 
 2,369,000    Tri-Lateral Capital, 5.45%, 
              7/08/96                                 2,366,490 
 2,700,000    Tri-Lateral Capital, 5.45%, 
              7/08/96                                 2,697,139 
 1,500,000    Tri-Lateral Capital, 5.43%, 
              7/22/96                                 1,495,249 
   300,000    Tri-Lateral Capital, 5.40%, 
              8/07/96                                   297,435 
   700,000    Tri-Lateral Capital, 5.45%, 
              8/30/96                                   693,642 
 2,000,000    Working Capital Mgmt, 5.50%, 
              9/11/96                                 1,978,000 
 2,425,000    Working Capital Mgmt, 5.50%, 
              9/23/96                                 2,393,879 
 2,000,000    Yorkshire Building Society, 
              5.50%, 11/21/96                         1,956,306 
                                                    -----------
                                                    120,021,327
                                                    -----------

              Energy--1.00% 
 1,500,000    KN Energy Inc, 5.45%, 
              7/03/96                                 1,499,546
                                                    -----------
              Total Commercial Paper 
              (Cost $131,631,468)                   131,631,468
                                                    -----------
 
              FLOATING RATE NOTES 
              --7.31% 
 5,000,000    Federal Home Loan Mortgage 
              Corporation Floating Rate Note, 
              5.65%, payable quarterly, resets 
              quarterly, next coupon 
              9/30/96 (a)                             4,998,050 
 1,000,000    Student Loan Marketing 
              Association Floating Rate Note, 
              5.46%, payable quarterly, resets 
              Tuesdays, next coupon 
              8/02/96 (a)                               999,228 
 2,000,000    Student Loan Marketing 
              Association Floating Rate Note, 
              5.44%, payable quarterly, resets 
              Tuesdays, next coupon 8/22/96 (a)       2,000,000 

See notes to financial statements. 

                                        2
<PAGE>

WALNUT STREET PRIME RESERVE FUND 
Schedule of Investments (Continued)
June 30, 1996 (Unaudited) 


PRINCIPAL                                              VALUE 
 AMOUNT                                              (NOTE 2A) 
- ---------                                          -------------- 
              FLOATING RATE NOTES 
              (Continued) 

$3,000,000    Student Loan Marketing 
              Association Floating Rate Note, 
              5.45%, payable quarterly, resets 
              Tuesdays, next coupon 
              9/20/96 (a)                          $  3,000,000 
                                                   ------------
              Total Floating Rate Notes (Cost 
              $10,997,278)                           10,997,278
                                                   ------------

              TIME DEPOSITS--4.99% 
2,000,000     Banco Espirito, 5.1875%, 
              7/01/96                                 2,000,000
1,500,000     Banco Espirito, 5.875%, 
              10/04/96                                1,500,000
1,000,000     Banco Espirito, 5.875%, 
              10/26/96                                1,000,000


PRINCIPAL                                              VALUE 
 AMOUNT                                              (NOTE 2A) 
- ---------                                          -------------- 
$1,000,000    Banco Espirito, 5.625%, 
              4/02/97                              $  1,000,000
1,000,000     Banco Espirito, 5.8125%, 
              4/09/97                                 1,000,000
1,000,000     Banco Espirito, 5.8125%, 
              5/15/97                                 1,000,000
                                                   ------------
              Total Time Deposits 
              (Cost $7,500,000)                       7,500,000
                                                   ------------
              Total Investments-- (Cost 
              $150,128,746) (b)-- 99.84%            150,128,746
              Cash, receivables, and other 
              assets less liabilities--.16%             239,952
                                                   ------------
              Net Assets--100%                     $150,368,698
                                                   ============


LOC Letter of Credit 
(a) The rate stated is the rate in effect on June 30, 1996. 
(b) The cost stated also represents the aggregate cost for Federal income tax 
    purposes. 

See notes to financial statements. 

                                        3
<PAGE>

                              Statememt of Assets
                                     and 
                                 Liabilities 
                          June 30, 1996 (Unaudited) 


ASSETS: 
 Investments at value (Note 2A) 
  (Identified cost $150,128,746)            $150,128,746
 Cash                                             20,464
 Interest receivable                             284,317
 Deferred organization costs and other 
  assets (Note 2E)                               209,366
                                            ------------ 
 Total Assets                                150,642,893
                                            ------------ 
LIABILITIES: 
 Payables: 
 Advisory Fee (Note 3)                            77,889
 Distribution Fees (Note 3)                       90,543
 Accrued Expenses                                105,763
                                            ------------ 
Total Liabilities                                274,195
                                            ------------ 
NET ASSETS: 
 (applicable to 150,378,135 shares 
   issued and outstanding; 1 billion 
   shares of $.001 par value 
   authorized)                              $150,368,698
                                            ============ 
 Net asset value, offering price and 
   repurchase price per share 
   ($150,368,698/150,378,135 shares)        $       1.00
                                            ============ 
SOURCES OF NET ASSETS: 
 Capital stock at par                       $    150,378
 Capital surplus                             150,227,757
Accumulated net realized loss on 
  investments                                     (9,437) 
                                            ------------ 
NET ASSETS                                  $150,368,698
                                            ============ 


                            Statement of Operations

                            For the six months ended
                           June 30, 1996 (Unaudited)


INVESTMENT INCOME: 
 Interest                                   $  4,566,933
                                            ------------ 
EXPENSES: 
 Advisory (Note 3)                               203,122 
 Administration and accounting 
   (Note 3)                                       76,339 
 Custodian (Note 3)                               14,333 
 Transfer agent                                   15,943 
 Audit                                             7,732 
 Cash management                                   7,224 
 Distribution (Note 3)                           284,367 
 Directors (Note 4)                                5,984 
 Reports to shareholders                          15,833 
 Registration and filing                          73,605 
 Organization                                     20,209 
 Legal                                             8,995 
 Other                                             3,740 
                                            ------------ 
  Total Expenses                                 737,426 
 Fees waived by adviser                          (46,841) 
                                            ------------ 
  Net Expenses                                   690,585 
                                            ------------ 
  Net Investment Income                        3,876,348 
 Net realized gain on investments                  1,130 
                                            ------------ 
 Net increase in net assets resulting 
   from operations                          $  3,877,478 
                                            ============ 


See notes to financial statements. 

                                        4
<PAGE>
 
Statements of Changes in Net Assets (Unaudited) 
<TABLE>
<CAPTION>
                                                                                     FOR THE           FOR THE 
                                                                                   SIX MONTHS            YEAR 
                                                                                      ENDED             ENDED 
                                                                                    JUNE 30,         DECEMBER 31, 
                                                                                      1996               1995 
                                                                                 ---------------   --------------- 
<S>                                                                               <C>               <C>
OPERATIONS: 
 Net investment income                                                            $   3,876,348     $   6,166,455 
 Net realized gain on investments                                                         1,130               202 
                                                                                  -------------     ------------- 
  Net increase in net assets resulting from operations                                3,877,478         6,166,657 
                                                                                  -------------     ------------- 
DIVIDENDS TO SHAREHOLDERS: 
 Dividends from net investment income                                                (3,876,348)       (6,166,455) 
                                                                                  -------------     ------------- 
CAPITAL STOCK TRANSACTIONS: 
 Proceeds from capital stock sold                                                    90,568,520       193,059,843 
 Proceeds from shares issued on reinvestment of dividends                             3,874,870         6,166,058 
 Cost of capital stock repurchased                                                 (100,992,146)     (131,842,597) 
                                                                                  -------------     ------------- 
  Increase (decrease) in net assets resulting from capital stock transactions        (6,548,756)       67,383,304 
                                                                                  -------------     ------------- 
   Increase (decrease) in Net Assets                                                 (6,547,626)       67,383,506 
NET ASSETS: 
 Beginning of period                                                                156,916,324        89,532,818 
                                                                                  -------------     ------------- 
 End of period                                                                    $ 150,368,698     $ 156,916,324
                                                                                  =============     ============= 
CHANGE IN CAPITAL STOCK OUTSTANDING: 
 Shares sold                                                                         90,568,520       193,059,843 
 Shares issued on reinvestment of dividends                                           3,874,870         6,166,058 
 Shares repurchased                                                                (100,992,146)     (131,842,597) 
                                                                                  -------------     ------------- 
  Net increase (decrease)                                                            (6,548,756)       67,383,304 
 Shares outstanding, beginning of period                                            156,926,891        89,543,587 
                                                                                  -------------     ------------- 
 Shares outstanding, end of period                                                  150,378,135       156,926,891 
                                                                                  =============     ============= 

</TABLE>

See notes to financial statements. 

                                        5
<PAGE>

Financial Highlights (Unaudited) 

<TABLE>
<CAPTION>
                                                                                                      FOR THE 
                                                                                                    PERIOD JULY 
                                                      FOR THE SIX       FOR THE        FOR THE       21, 1993* 
                                                      MONTHS ENDED    YEAR ENDED     YEAR ENDED       THROUGH 
                                                        JUNE 30,       DECEMBER       DECEMBER      DECEMBER 31, 
                                                          1996         31, 1995       31, 1994          1993 
                                                      ------------    -----------    -----------   ------------- 
<S>                                                     <C>             <C>            <C>            <C>
PER SHARE DATA: 
Net asset value at beginning of period                  $  1.000       $  1.000        $ 1.000        $ 1.000 
                                                        --------       --------        -------        ------- 
Income from investment operations 
Net investment income                                      0.024          0.053          0.036          0.011 
                                                        --------       --------        -------        ------- 
Dividends to shareholders 
Dividends from net investment income                      (0.024)        (0.053)        (0.036)        (0.011) 
                                                        --------       --------        -------        ------- 
Net asset value at end of period                        $  1.000       $  1.000        $ 1.000        $ 1.000 
                                                        ========       ========        =======        ======= 
TOTAL RETURN:                                              4.81%**         5.40%          3.62%          2.46%**
RATIOS/SUPPLEMENTAL DATA: 
Net assets at end of period (000's omitted)             $150,369       $156,916        $89,533        $54,585 
Ratio to average net assets of: 
 Expenses, net of waiver from adviser 
  (Note 3)                                                  0.85%**        0.85%          0.85%          0.85%**
 Expenses, prior to waiver from adviser 
  (Note 3)                                                  0.91%**        0.93%          1.05%          1.07%**
 Net investment income, net of waiver from adviser 
  (Note 3)                                                  4.76%**        5.25%          3.64%          2.46%** 
</TABLE>

*  Commencement of investment operations. 
** Annualized. 

See notes to financial statements. 

                                        6
<PAGE>

Notes to Financial Statements (Unaudited) 


1. ORGANIZATION AND BUSINESS 

The Walnut Street Funds, Inc. (the "Company") was organized as a Maryland 
Corporation on January 22, 1993 and is registered under the Investment 
Company Act of 1940 as an open-end management investment company. The Company 
currently consists of one series. The Walnut Street Prime Reserve Fund (the 
"Fund") commenced investment operations on July 21, 1993. 

2. SIGNIFICANT ACCOUNTING POLICIES 

(A) Security Valuations 

Securities are valued at amortized cost which approximates market value. This 
method values a security at its cost at the time of purchase and thereafter 
assumes a constant rate of accretion or amortization to maturity of any 
discount or premium. 

(B) Federal Income Taxes 

The Fund is treated as a separate entity for federal income tax purposes. The 
Fund's policy is to comply with the requirements of the Internal Revenue Code 
applicable to regulated investment companies and distribute income to 
shareholders within the allowable time limits. Therefore, no federal income 
tax provision is required. 

At December 31, 1995, the Portfolio had a capital loss carryover of 
approximately $10,600 which is available to offset future net realized gains 
on securities transactions. Such capital loss carryover will expire in fiscal 
year 2002. 

(C) Dividends to Shareholders 

Net investment income is declared daily and paid monthly. 

Income and capital gains distributions, if any, are determined in accordance 
with income tax regulations which may differ from methods used to determine 
the corresponding income and capital gains amounts in accordance with 
generally accepted accounting principles. 

(D) Security Transactions and Investment Income 

Security transactions are recorded on the trade date and interest income is 
accrued daily. Discounts and premiums on securities purchased are accreted 
and amortized over the life of the respective securities. 

(E) Organization Costs 

Costs incurred in connection with organization and initial registration of 
the Fund are being amortized over the period of benefit not to exceed 60 
months from the date upon which the Fund commenced investment operations. 

If any or all of the shares representing initial capital of the Fund are 
redeemed by any holder thereof prior to the end of the amortization period, 
the proceeds will be reduced by the unamortized organizational expense 
balance in the same proportion as the number of such shares redeemed bears to 
the number of initial shares outstanding immediately before the redemption. 

(F) Financial Statements Preparation 

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts of assets and liabilities at the date of the 
financial statements and the reported amounts of revenues 

                                      7 
<PAGE>
Notes to Financial Statements (Unaudited) (continued)


and expenses for the period. Actual results could differ from those 
estimates. 

3. ADVISORY, ADMINISTRATION AND OTHER TRANSACTIONS WITH AFFILIATES 

Conning Asset Management Company (formerly, General American Investment 
Management Company) acts as the Fund's investment adviser (the "Adviser"). 
The Adviser manages the investments of the fund and is responsible for all 
purchases and sales of the Fund's portfolio securities. 

As compensation for its services and the related expenses borne by the 
adviser, the Fund pays the Adviser a Management Fee, accrued daily and 
payable monthly, that is equal, on an annual basis, to .25% of the Fund's 
average daily net assets on the first $250,000,000 of the Fund's net assets, 
 .24% of the Fund's average daily net assets in excess of $250,000,000 up to 
$500,000,000, .23% of the Fund's average daily net assets in excess of 
$500,000,000 up to $750,000,000, .22% of the Fund's average daily net assets 
in excess of $750,000,000 up to $1,000,000,000 and .21% of the Fund's average 
daily net assets in excess of $1,000,000,000. 

The Adviser has voluntarily agreed to assume/ waive expenses for the Fund to 
the extent that expenses exceed .85% of the average daily net assets of the 
Fund. For the six months ended June 30, 1996, the Adviser waived $46,841. 

The Bank of New York acts as the Fund's administrator (the "Administrator") 
and will assist in supervising the operations of the Fund. The Bank of New 
York also serves as the Fund's custodian and fund accounting agent. 

The Administrator has agreed to provide facilities, equipment and personnel 
to carry out administrative services for the Fund, including, among other 
things, monitoring the custodian, fund accounting, and administrative 
services. 

The Administrator's fee is accrued daily and is payable monthly at the rate 
of .10% of the Fund's average net assets up to $100,000,000, .07% of the next 
$400,000,000 of average net assets, and .03% of average net assets in excess 
of $500,000,000, with a minimum fee of $6,000 per month. 

The exclusive distributor of the Fund's shares is Walnut Street Securities, 
Inc. (the "Distributor"), a registered broker dealer that is a wholly-owned 
subsidiary of the Adviser. 

The Fund has adopted a distribution plan ("12b-1 Plan") pursuant to which the 
Distributor may be reimbursed for expenses incurred during the year in 
connection with the distribution of Fund shares. The aggregate annual amount 
payable by the Fund as provided in the 12b-1 Plan may not exceed .35% of the 
Fund's average daily net assets. 

4. DIRECTORS' FEES 

Unaffiliated directors are paid $500 for each board meeting attended, plus 
reimbursement for travel and out-of-pocket expenses.

                                        8
<PAGE>



DIRECTORS AND OFFICERS 
  RENE C. LORIO, PRESIDENT 
  RICHARD A. LIDDY, DIRECTOR 
  THEODORE M. ARMSTRONG, DIRECTOR 
  HARRY E. RICH, DIRECTOR 
  ALAN C. HENDERSON, DIRECTOR 
  E. THOMAS HUGHES, TREASURER 
  DON P. WULLER, ASSISTANT TREASURER 
  MATTHEW P. MCCAULEY, SECRETARY 

INVESTMENT ADVISER 
  CONNING ASSET MANAGEMENT COMPANY 

ADMINISTRATOR 
  THE BANK OF NEW YORK 

DISTRIBUTOR 
  WALNUT STREET SECURITIES, INC. 

TRANSFER AGENT 
  BISYS FUND SERVICES, INC. 

CUSTODIAN 
  THE BANK OF NEW YORK 

INDEPENDENT AUDITORS 
  KPMG PEAT MARWICK LLP 

LEGAL COUNSEL 
  HUSCH & EPPENBERGER 

                                      9

<PAGE>
 
This report is not authorized for distribution to prospective investors 
unless accompanied by a current prospectus for the Walnut Street Prime 
Reserve Fund. Please read the prospectus carefully before sending money. 



                           THE WALNUT STREET FUNDS 
                                PRIME RESERVE 
                              MONEY MARKET FUND 

                              [WALNUT STREET FUNDS
                              PRIME RESERVE LOGO]

                              Semi-Annual Report 
                                June 30, 1996 
                                 (Unaudited) 

                           
                                    Adviser
                                Conning Asset 
                              Management Company 

                                 Distributor 
                        Walnut Street Securities, Inc. 

                                      


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