As filed with the Securities and Exchange Commission on February 7, 1997
Registration No. 33-67148; 811-7948
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
Post-Effective Amendment No. 12 |X|
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
Amendment No. 15 |X|
(Check appropriate box or boxes)
--------------------------
THE GRIFFIN FUNDS, INC.
(Exact Name of Registrant as specified in Charter)
5000 Rivergrade Road
Irwindale, California 91706
(Address of Principal Executive Offices, including Zip Code)
--------------------------
Registrant's Telephone Number, including Area Code: (800) 333-4437
William A. Hawkins
5000 Rivergrade Road
Irwindale, California 91706
(Name and Address of Agent for Service)
With a copy to:
Robert M. Kurucza, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Ave., N.W., Suite 5500
Washington, D.C. 20006
It is proposed that this filing will become effective (check appropriate box):
|X| Immediately upon filing pursuant to Rule 485(b), or
|_| on (date) pursuant to Rule 485(b), or
|_| 60 days after filing pursuant to Rule 485(a), or
|_| on (date) pursuant to Rule 485(a)(1), or
|_| 75 days after filing pursuant to paragraph (a)(2), or
|_| on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
No filing fee is required under the Securities Act of 1933 because an indefinite
number of shares of the Registrant's Common Stock, par value $.001 per share,
has previously been registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. The Registrant filed on November 26, 1996 the
notice required by Rule 24f-2 for its fiscal year ended September 30, 1996.
<PAGE>
Explanatory Note
The Registrant is filing this Post-Effective Amendment No. 12 to the
Company's Registration Statement solely for the purpose of inlcuding certain
items as exhibits to the Registration Statement and to make certain other
non-material changes.
Part A included in Post-Effective Amendment No. 11 filed January 30, 1997
and the Part B filed pursuant to Rule 497(c) on February 4, 1997 are
incorporated by reference herein.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements:
Included in Part A:
Per Share Income and Capital Changes
Incorporated by reference in Part B:
Audited financial statements, including:
Schedule of Investments at September 30, 1996
Statements of Assets and Liabilities at September 30, 1996
Statements of Operations for the fiscal year ended
September 30, 1996 for Money Market Fund, Tax-Free
Money Market Fund, U.S. Government Income Fund,
Bond Fund, Municipal Bond Fund, California Tax-Free
Fund, Growth & Income Fund, Short-Term Bond Fund and
Growth Fund
Statements of Changes in Net Assets for the
periods ended September 30, 1996 and September 30, 1995
Financial Highlights
Notes to Financial Statements
Independent Auditors' Report dated November 15, 1996
Included in Part C:
(b) Exhibits:
1 - Articles of Incorporation of The Griffin Funds, Inc. are
filed herewith
1(a) - Articles Supplementary, filed October 1, 1993 are filed
herewith
1(b) - Articles Supplementary, filed October 8, 1993 are filed
herewith
1(c) - Articles Supplementary relating to the establishment of
the Growth Fund and the Short-Term Bond Fund, filed
May 25, 1995, are filed herewith
2 - By-Laws of The Griffin Funds, Inc. are incorporated by
reference to Registrant's Initial Registration Statement
filed on August 6, 1993
3 - Not applicable
4 - Not applicable
5(a) - Investment Advisory Agreement, dated October 13, 1993,
between The Griffin Funds and Griffin Financial Investment
Advisers ("Griffin Advisers") on behalf each Fund is
filed herewith
5(b) - Sub-Advisory Agreement for the California Tax-Free Fund,
dated October 13, 1993, between Griffin Advisers and
Payden & Rygel Investment Counsel ("Payden & Rygel") is
incorporated by reference to Amendment No. 2
5(d) - Sub-Advisory Agreement for the Money Market Fund, dated
October 13, 1993, between Griffin Advisers and Payden &
Rygel is incorporated by reference to Amendment No. 2
5(f) - Sub-Advisory Agreement for the Tax-Free Money Market Fund,
dated October 13, 1993, between Griffin Advisers and
Payden & Rygel is incorporated by reference to Amendment
No. 2
5(g) - Sub-Advisory Agreement for the U.S. Government Income
Fund, dated October 13, 1993, between Griffin Advisers and
Payden & Rygel is incorporated by reference to Amendment
No. 2
5(i) - Form of Sub-Advisory Agreement for the Municipal Bond Fund
between Griffin Advisers and Payden & Rygel is
incorporated by reference to Amendment No. 2
5(j) - Form of Sub-Advisory Agreement for the Bond Fund between
Griffin Advisers and The Boston Company Asset Management,
Inc. ("TBCAM") is incorporated by reference to Amendment
No. 2
5(k) - Form of Sub-Advisory Agreement for the Growth & Income
Fund between Griffin Advisers and TBCAM is incorporated by
reference to Amendment No. 2
5(l) - First Amendment to Investment Advisory Agreement, dated
May 31, 1995, between The Griffin Funds, Inc. and Griffin
Advisers is filed herewith
5(m) - Form of Sub-Advisory Agreement for the Growth Fund
between Griffin Advisers and T. Rowe Price Associates,Inc.
("T. Rowe Price") is incorporated by reference to
Amendment No. 5
5(n) - Form of Sub-Advisory Agreement for the Short-Term Bond
Fund between Griffin Advisers and T. Rowe Price is
incorporated by reference to Amendment No. 5
6 - Distribution Agreement between The Griffin Funds, Inc.
and Griffin Financial Services is incorporated by
reference to Amendment No. 2
7 - Not applicable
8 - Custody Agreement, dated October 8, 1993, between The
Griffin Funds, Inc. and Investors Fiduciary Trust Company
is incorporated by reference to Amendment No. 2
9(a) - Administration Agreement between The Griffin Funds and
Griffin Administrators is incorporated by reference to
Amendment No. 2
9(b) - Agency Agreement, dated October 8, 1993, between The
Griffin Funds, Inc. and Investors Fiduciary Trust Company
is incorporated by reference to Amendment No. 2
9(b) - Form of Servicing Agreement is incorporated by reference
to Registrant's Pre-Effective Amendment No. 3, filed on
October 8, 1993 ("Pre-Effective Amendment No. 3")
10 - Not Applicable
11 - Not Applicable
12 - Not Applicable
13 - Investment Letter is incorporated by reference to
Pre-Effective Amendment No. 3
14 - Not Applicable
15(a) - Distribution Plans for the Class B Shares of Bond Fund,
California Tax-Free Fund, Growth & Income Fund, Municipal
Bond Fund and U.S. Government Income Fund are incorporated
by reference to Amendment No. 2
15(b) - Distribution and Services Plans for the Class A Shares
of Bond Fund, California Tax-Free Fund, Growth & Income
Fund, Municipal Bond Fund and U.S. Government Income Fund
are incorporated by reference to Amendment No. 2
15(c) - Distribution and Services Plans for the Money Market Fund
and the Tax-Free Money Market Fund are incorporated by
reference to Amendment No. 2
15(d) - Services Plans for the Class B Shares of Bond Fund,
California Tax-Free Fund, Growth & Income Fund, Municipal
Bond Fund and U.S. Government Income Fund are
incorporated by reference to Amendment No. 2
15(e) - Distribution Plans for the Class B Shares of Growth Fund
and Short-Term Bond Fund, dated May 11, 1995, are
incorporated by reference to Amendment No. 5
15(f) - Distribution and Services Plans for the Class A Shares of
Growth Fund and Short-Term Bond Fund, dated May 11,
1995, are incorporated by reference to Amendment No. 5
15(g) - Services Plans for the Class B Shares of Growth Fund and
Short-Term Bond Fund, dated May 11, 1995, are
incorporated by reference to Amendment No. 5
16 - Schedules of Performance Quotations are filed herewith
17 - Financial Data Schedules are incorporated by reference to
Post-Effective Amendment No. 11, on January 30, 1997
18 - Rule 18f-3 Multi-Class Plan is incorporated by reference
to Post-Effective Amendment No. 10, filed on October 10,
1996
Item 25. Persons Controlled by or under Common Control with Registrant.
No person is controlled by or under common control with Registrant.
Item 26. Number of Holders of Securities.
As of November 30, 1996, the number of record holders of each class
of securities of the Registrant was as follows:
Title of Class Number of Record Holders
Money Market Fund 9,985
Tax-Free Money Market Fund 563
U.S. Government Income Fund
Class A 5,763
Class B 240
Municipal Bond Fund
Class A 401
Class B 19
California Tax-Free Fund
Class A 813
Class B 113
Bond Fund
Class A 5,115
Class B 57
Growth & Income Fund
Class A 9,178
Class B 2,478
Growth Fund
Class A 5,910
Class B 467
Short-Term Bond Fund
Class A 5,120
Class B 18
Item 27. Indemnification.
Article VIII of the Registrant's Articles of Incorporation
provides that:
(g) Notwithstanding any provision of law requiring the authorization of any
action by a greater proportion than a majority of the total number of shares of
any series or class, or of all classes or series of capital stock, or by the
total number of such shares, such action shall be valid and effective if
authorized by the affirmative vote of the holders of a majority of the total
number of shares outstanding and entitled to vote thereon.
(h) The Corporation shall indemnify (1) its Directors and officers, whether
serving the Corporation or at its request any other entity, to the full extent
required or permitted by the General Laws of the State of Maryland now or
hereafter in force, including the advance of expenses under the procedures and
to the full extent permitted by law, and (2) its other employees and agents to
such extent as shall be authorized by the Board of Directors or the
Corporation's By-Laws and be permitted by law. The foregoing rights of
indemnification shall not be exclusive of any other rights to which those
seeking indemnification may be entitled. The Board of Directors may take such
action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such By-Laws,
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law. No amendment of these
Articles of Incorporation of the Corporation shall limit or eliminate the right
to indemnification provided hereunder with respect to acts or omissions
occurring prior to such amendment or repeal. Nothing contained herein shall be
construed to authorize the Corporation to indemnify any Director or officer of
the Corporation against any liability to the Corporation or to any holders of
securities of the Corporation to which he is subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office. Any indemnification by the Corporation
shall be consistent with the requirements of law, including the 1940 Act.
<PAGE>
(i) To the fullest extent permitted by Maryland statutory and decisional
law and the 1940 Act, as amended or interpreted, no Director or officer of the
Corporation shall be personally liable to the Corporation or its stockholders
for money damages; provided, however, that nothing herein shall be construed to
protect any Director or officer of the Corporation against any liability to
which such Director or officer would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office. No amendment, modification or repeal of
this Article VIII shall adversely affect any right or protection of a Director
or officer that exists at the time of such amendment, modification or repeal.
Item 28. Business and Other Connections of Investment Adviser.
Griffin Financial Investment Advisers serves as investment adviser to all
of the Registrant's investment portfolios.
To the knowledge of Registrant, none of the directors or executive officers
of Griffin Financial Investment Advisers, except those set forth below, is or
has been at any time during the past two fiscal years engaged in any other
business, profession, vocation or employment of a substantial nature. Set forth
below are the names and principal businesses of the directors and executive
officers of Griffin Financial Investment Advisers who are or during the past two
fiscal years have been engaged in any other business, profession, vocation or
employment of a substantial nature for their own account or in the capacity of
director, officer, employee, partner or trustee.
Principal Business(es) During at
Name Position(s) Least the Last Two Fiscal Years
William A. Hawkins Director, President President, Griffin Financial
and Chief Executive Services, a securities and
Officer insurance broker, since 1981;
Director, President and Chief
Executive Officer, Griffin
Financial Administrators, since
1993.
Julia D. Whitcup Director, Senior Senior Vice President of Griffin
Vice President & Financial Senior Vice Services,
Chief Financial a securities and insurance
Officer broker since May, 1993; Vice
President and Controller of
Griffin Financial Services,
1990-1993; Director Senior
Vice President and Chief
Financial Officer, Griffin
Financial Administrators, since
1993.
Richie D. Rowsey Senior Vice Senior Vice President of
President Operations, Griffin Financial
Services, since 1989; Senior
Vice President, Griffin
Financial Administrators, since
1993.
Steven P. Muson Vice President Vice President, Griffin
Financial Services and Griffin
Financial Administrators, since
1996; Assistant Vice President,
Griffin Financial Investment
Advisers, Griffin Financial
Services and Griffin Financial
Administrators, 1995 to 1996;
Senior Accountant, Griffin
Financial Services, 1993-1994.
Darlene L. Spears Vice President Vice President and Compliance
Administrator, Griffin Financial
Services, since 1996; Assistant
Vice President, Compliance,
Great Western Financial
Securities, 1992 to 1996.
Tim S. Glassett Secretary Senior Vice President of H.F.
Ahmanson & Company, a savings
and loan holding company,
since 1987.
The principal business address of Griffin Financial Services is 5000
Rivergrade Road, Irwindale, California 91706, and the principal business address
of H.F. Ahmanson & Company is 4900 Rivergrade Road, Irwindale, California 91706.
<PAGE>
Item 29. Principal Underwriters.
(a) Griffin Financial Services acts as distributor for the
Registrant. Griffin Financial Services is a California
Corporation.
(b) The following individuals, each of whose principal business
address is 5000 Rivergrade Road, Irwindale, CA 91706, are
the directors and officers of Griffin Financial Services:
POSTION WITH POSITION WITH
NAME UNDERWRITER REGISTRANT
Anne-Drue M. Anderson Director None
Clifford S. Collins Director None
Carl W. Forsythe Director None
Kevin M. Twomey Director None
William A. Hawkins Director, President Director,
and Chief Executive President and
Officer Chief Executive
Officer
Robert L. Stevens Director None
Merrill S. Wall Director None
Richie D. Rowsey Senior Vice Senior Vice
President President
Julia D. Whitcup Senior Vice President, Senior Vice
Treasurer and Assistant President &
Secretary Treasurer
Beverly J. Piraino Senior Vice President None
Herbert L. Botts Vice President and Assistant
Assistant Treasurer Secretary
Tim S. Glassett Vice President and Secretary
Secretary
Janet Franklin Vice President None
Constantino R. Raz Vice President None
Edward H. Lanzner Vice President None
Richard A. McKusick Vice President None
Kellie M. McGahuey Assistant Vice President None
Steven P. Muson Vice President Assistant
Treasurer
Darlens Spears Vice President and Vice President
Compliance Administrator
Vic Nicolesu Vice President None
Jill K. Smith-Ely Vice President None
Leslie J. Harrison Assistant Vice President None
Brent R. Kanitra Assistant Vice President None
Kellie M. McGahney Assistant Vice President None
Michelle Pederson Assistant Vice President None
Henry M. Pena Assistant Vice President Assistant
Secretary
Algis R. Posius Assistant Vice President None
Philip H. White Assistant Vice President None
<PAGE>
Item 30. Location of Accounts and Records.
Persons maintaining physical possession of accounts, books and other
documents required to be maintained by Section 31(a) of the Investment Company
Act of 1940 and the rules promulgated thereunder are as follows:
(1) Griffin Financial Investment Advisers
5000 Rivergrade Road
Irwindale, CA 91706
(Adviser)
(2) Payden & Rygel Investment Counsel
333 South Grand, 32nd Floor
Los Angeles, CA 90071
(Sub-Adviser)
(3) The Boston Company Asset Management, Inc.
One Boston Place
Boston, MA 02108
(Sub-Adviser)
(4) T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, MD 21202
(Sub-Adviser)
(5) Griffin Financial Administrators
5000 Rivergrade Road
Irwindale, CA 91706
(Administrator)
(6) Griffin Financial Services
5000 Rivergrade Road
Irwindale, CA 91706
(Distributor)
(7) Investors Fiduciary Trust Company
127 West 10th Street
Kansas City, MO 64105
(Transfer Agent and Custodian)
Item 31. Management Services.
Other than as set forth under the captions "Management" and "Management
Fee" in the Prospectuses constituting Part A of this Registration Statement and
"Management Contracts" in the Statement of Additional Information constituting
Part B of this Registration Statement, Registrant is not a party to any
management-related service contract.
Item 32. Undertakings.
(a) Not Applicable.
(b) Not Applicable.
(c) Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth above in response to Item 27, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in such Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report to shareholders,
when such annual report is issued, containing information called for by Item 5A
of Form N-1A, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Irwindale, State of California on the 6th day of February, 1997.
THE GRIFFIN FUNDS, INC.
By: /s/ William A. Hawkins
William A. Hawkins
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated:
SIGNATURES TITLE DATE
/s/ William A. Hawkins Director, Principal February 6, 1997
William A. Hawkins Executive Officer,
Principal Financial
Officer and Principal
Accounting Officer
* Director February 6, 1997
Herschel Cardin
* Director February 6, 1997
Vincent F. Coviello
** Director February 6, 1997
Carrol R. McGinnis
* Director February 6, 1997
Morton O. Schapiro
By: /s/ William A. Hawkins
William A. Hawkins
Attorney-in-Fact
_______________________
* Executed pursuant to powers of attorney filed as exhibits to Post-Effective
Amendment No. 1 on April 29, 1994 and incorporated herein by reference.
** Executed pursuant to a power of attorney filed as an exhibit to
Post-Effective Amendment No. 10 on October 10, 1996 and incorporated by
reference herein.
<PAGE>
The Griffin Funds, Inc.
Post-Effective Amendment No. 12 to
Registration Statement on Form N-1A
Under the Securities Act of 1933
And Under The Investment Company Act of 1940
Exhibit Index
Exhibit
Number Description
EX-99.B1 - Articles of Incorporation
EX-99.B1(a) - Articles Supplementary, dated 10/1/93
EX-99.B1(b) - Articles Supplementary, dated 10/8/93
EX-99.B1(c) - Articles Supplementary, dated 5/25/95
EX-99.B5(a) - Investment Advisory Agreement
EX-99.B5(1) - First Amendment to Investment Advisory Agreement,
dated 5/31/95
EX-99.B16 - Performance Computation Schedules
<PAGE>
ARTICLES OF INCORPORATION
of
THE GRIFFIN FUNDS, INC.
I.
INCORPORATOR
The undersigned, Lyle D. Albaugh, whose mailing address is
2000 Pennsylvania Avenue, N.W., Suite 5500, Washington, D.C., 20006, being at
least 18 years of age, does hereby form a corporation under and by virtue of the
General Laws of the State of Maryland.
II.
NAME
The name of the corporation (the "Corporation") is The Griffin Funds, Inc.
III.
PURPOSES AND POWERS
The purpose or purposes for which the Corporation is formed and the
business or objects to be transacted, carried on and promoted by it are:
(a) To conduct and carry on the business of an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act").
(b) To hold, invest and reinvest its assets in securities and other
investments including holding part or all of its assets in cash, including
foreign currencies.
(c) To issue and sell shares of its capital stock in such accounts and on
such terms and conditions and for such purposes and for such amount or kind of
consideration (including, without limitation, securities) now or hereafter
permitted by law.
(d) To redeem, purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue or cancel (all without the vote or consent of the shareholders
of the Corporation) shares of its capital stock, in any manner and to the extent
now or hereafter permitted by law and by these Articles of Incorporation.
(e) To do any and all such acts or things and to exercise any and all such
further powers or rights as may be necessary, incidental, relative, conducive,
appropriate or desirable for the accomplishment, carrying out or attainment of
the purposes stated in this Article.
The foregoing enumerated purposes and objects shall be in no way limited or
restricted by reference to, or inference from, the terms of any other clause of
this or any other Article of these Articles of Incorporation, and shall each be
regarded as independent; and they are intended to be and shall be construed as
powers as well as purposes and objects of the Corporation and shall be in
addition to, and not in limitation of, the general powers of corporations under
the laws of the State of Maryland.
IV.
PRINCIPAL OFFICE AND PLACE OF BUSINESS
The present address of the principal office of the Corporation in the State
of Maryland is c/o The Corporation Trust Incorporated, 32 South Street,
Baltimore, Maryland, 21202.
V.
RESIDENT AGENT
The name and address of the Corporation's resident agent is The Corporation
Trust Incorporated, 32 South Street, Baltimore, Maryland, 21202. Said resident
agent is a Maryland corporation.
VI.
CAPITAL STOCK
(a) The total number of shares of capital stock which the Corporation shall
have the authority to issue is Ten billion (10,000,000,000) shares of the par
value of $.001 per share. There shall initially be seven series of shares,
designated as the "Money Market Series," consisting of 1,000,000,000 shares;
"Tax-Exempt Money Market Series," consisting of 1,000,000,000 shares; "U.S.
Government Income Fund Series," consisting of 250,000,000 shares of "Class A"
shares, and 250,000,000 shares of "Class B" shares; "Municipal Income Series,"
consisting of 250,000,000 shares of "Class A" shares, and 250,000,000 shares of
"Class B" shares; "California Tax-Free Income Series," consisting of 250,000,000
shares of "Class A" shares, and 250,000,000 shares of "Class B" shares; "Growth
and Income Series," consisting of 250,000,000 shares of "Class A" shares, and
250,000,000 shares of "Class B" shares; and "Investment Grade Bond Series,"
consisting of 250,000,000 shares of "Class A" shares, and 250,000,000 shares of
"Class B" shares; (such series and any further series of shares from time to
time created by the Board of Directors being referred to individually herein as
a "series," and such classes, and any further classes from time to time created
by the Board of Directors being referred to individually herein as a "class").
The Board of Directors of the Corporation is hereby empowered to increase or
decrease, from time to time, the total number of shares of capital stock or the
number of shares of capital stock of any series or class that the Corporation
shall have authority to issue without any action by the shareholders.
(b) Any fractional share shall carry proportionately all the rights of a
whole share, excepting any right to receive a certificate evidencing such
fractional share, but including the right to vote and the right to receive
dividends.
(c) All persons who shall acquire stock in the Corporation shall acquire
the same subject to the provisions of these Articles of Incorporation and the
By-Laws of the Corporation.
(d) As used in these Articles of Incorporation, a "series" of shares
represents interests in the same assets, liabilities, income, earnings and
profits of the Corporation; each "class" of shares of a series represents
interests in the same underlying assets, liabilities, income, earnings and
profits, but may differ from other classes of such series with respect to fees
and expenses or such other matters as shall be established by the Board of
Directors. The Board of Directors shall have authority to classify and
reclassify any authorized but unissued shares of capital stock from time to time
by setting or changing in any one or more respects the preferences, conversion
or other rights, voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption of the capital stock.
Subject to the provisions of Section (e) of this Article VI and applicable law,
the power of the Board of Directors to classify or reclassify any of the shares
of capital stock shall include, without limitation, authority to classify or
reclassify any such stock into one or more series of capital stock and to divide
and classify shares of any series into one or more classes of such series, by
determining, fixing or altering one or more of the following:
VI. The distinctive designation of such class or series and the number of
shares to constitute such class or series; provided that, unless otherwise
prohibited by the terms of such class or series, the number of shares of
any class or series may be decreased by the Board of Directors in
connection with any classification or reclassification of unissued shares
and the number of shares of such class or series may be increased by the
Board of Directors in connection with any such classification or
reclassification, and any shares of any class or series which have been
redeemed, purchased or otherwise acquired by the Corporation shall remain
part of the authorized capital stock and be subject to classification and
reclassification as provided herein;
VII. Whether or not and, if so, the rates, amounts and times at which, and the
conditions under which, dividends shall be payable on shares of such class
or series;
VIII.Whether or not shares of such class or series shall have voting rights in
addition to any general voting rights provided by law and these Articles of
Incorporation of the Corporation and, if so, the terms of such additional
voting rights;
IX. The rights of the holders of shares of such class or series upon the
liquidation, dissolution or winding up of the affairs of, or upon a
distribution of the assets of, the Corporation.
(e) Shares of capital stock of the Corporation shall have the following
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption:
X. Assets Belonging to a Series. All consideration received by the Corporation
for the issue or sale of stock of any series of capital stock, together
with all assets in which such consideration is invested and reinvested,
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, and any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, shall irrevocably belong to the series of shares of
capital stock with respect to which such assets, payments or funds were
received by the Corporation for all purposes, subject only to the rights of
creditors, and shall be so handled upon the books of account of the
Corporation. Such consideration, assets, income, earnings, profits and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation thereof, and any assets derived from any reinvestment of such
proceeds in whatever form, are herein referred to as "assets belonging to"
such series. Any assets, income, earnings, profits, and proceeds thereof,
funds or payments which are not readily attributable to any particular
series shall be allocable among any one or more of the series in such
manner and on such basis as the Board of Directors, in its sole discretion,
shall deem fair and equitable.
XI. Liabilities Belonging to a Series. The assets belonging to any series of
capital stock shall be charged with the liabilities in respect of such
series and shall also be charged with such series' share of the general
liabilities of the Corporation determined as hereinafter provided. The
determination of the Board of Directors shall be conclusive as to the
amount of such liabilities, including the amount of accrued expenses and
reserves; as to any allocation of the same to a given series; and as to
whether the same are allocable to one or more series. The liabilities so
allocated to a series are herein referred to as "liabilities belonging to"
such series. Any liabilities which are not readily attributable to any
particular series shall be allocable among any one or more of the series in
such manner and on such basis as the Board of Directors, in its sole
discretion, shall deem fair and equitable.
XII. Dividends and Distributions. Shares of each series of capital stock shall
be entitled to such dividends and distributions, in stock or in cash or
both, as may be declared from time to time by the Board of Directors,
acting in its sole discretion, with respect to such series, provided,
however, that dividends and distributions on shares of a series of capital
stock shall be paid only out of the lawfully available "assets belonging
to" such series as such phrase is defined in Section (e)(1) of this
Article VI.
XIII.Liquidating Dividends and Distributions. In the event of the liquidation or
dissolution of the Corporation, shareholders of each series of capital
stock shall be entitled to receive, as a series, out of the assets of the
Corporation available for distribution to shareholders, but other than
general assets not belonging to any particular series of capital stock, the
assets belonging to such series; and the assets so distributable to the
shareholders of any series of capital stock shall be distributed among such
shareholders in proportion to the number of shares of such series held by
them and recorded on the books of the Corporation. In the event that there
are any general assets not belonging to any particular series of capital
stock and available for distribution, such distribution shall be made to
the holders of stock of all series of capital stock in proportion to the
asset value of the respective series of capital stock determined as
hereinafter provided.
XIV. Voting. Each shareholder of each series of capital stock shall be
entitled to one vote for each share of capital stock, irrespective of the class,
then standing in his name on the books of the Corporation, and on any matter
submitted to a vote of shareholders, all shares of capital stock then issued and
outstanding and entitled to vote shall be voted in the aggregate and not by
series except that: (i) when expressly required by law, shares of capital stock
shall be voted by individual class or series and (ii) only shares of capital
stock of the respective series or class or classes affected by a matter shall be
entitled to vote on such matter. At all meetings of the shareholders, the
holders of one-third of the shares of capital stock of the Corporation entitled
to vote at the meeting, present in person or by proxy, shall constitute a quorum
for the transaction of any business, except as otherwise provided by statute or
by these Articles of Incorporation. In the absence of a quorum no business may
be transacted, except that the holders of a majority of the shares of capital
stock present in person or by proxy and entitled to vote may adjourn the meeting
from time to time, without notice other than announcement at the meeting except
as otherwise required by these Articles of Incorporation or the By-Laws, until
the holders of the requisite amount of shares of capital stock shall be present.
At any such adjourned meeting at which a quorum may be present any business may
be transacted which might have been transacted at the meeting as originally
called. The absence from any meeting, in person or by proxy, of holders of the
number of shares of capital stock of the Corporation in excess of the quorum
which may be required by the laws of the State of Maryland, the 1940 Act, or
other applicable statute, these Articles of Incorporation or the By-Laws, for
action upon any given matter shall not prevent action at such meeting upon any
other matter or matters which may properly come before the meeting, if there
shall be present at the meeting, in person or by proxy, holders of the number of
shares of capital stock of the Corporation required for action in respect of
such other matter or matters.
XV. Redemption. To the extent the Corporation has funds or other property
legally available therefor, each holder of shares of capital stock of the
Corporation shall be entitled to require the Corporation to redeem all or
any part of the shares standing in the name of such holder on the books of
the Corporation, at the redemption price of such shares as in effect from
time to time as may be determined by the Board of Directors of the
Corporation in accordance with the provisions hereof, subject to the right
of the Board of Directors of the Corporation to suspend the right of
redemption of shares of capital stock of the Corporation or postpone the
date of payment of such redemption price in accordance with provisions of
applicable law. Without limiting the generality of the foregoing, the
Corporation shall, to the extent permitted by applicable law, have the
right at any time to redeem the shares owned by any holder of capital stock
of the Corporation if the value of such shares in the account of such
holder is less than the minimum initial investment amount applicable to
that account as set forth in the Corporation's current registration
statement under the 1940 Act, and subject to such further terms and
conditions as the Board of Directors of the Corporation may from time to
time adopt. The redemption price of shares of capital stock of the
Corporation shall, except as otherwise provided in this Section (e)(6), be
the net asset value thereof as determined by, or pursuant to methods
approved by, the Board of Directors of the Corporation from time to time in
accordance with the provisions of applicable law, less such redemption fee
or other charge, if any, as may be specified in the Corporation's current
registration statement under the 1940 Act for that class or series. Payment
of the redemption price shall be made in cash by the Corporation at such
time and in such manner as may be determined from time to time by the Board
of Directors of the Corporation unless, in the opinion of the Board of
Directors, which shall be conclusive, conditions exist which make payment
wholly in cash unwise or undesirable; in such event the Corporation may
make payment wholly or partly by securities or other property included in
the assets belonging or allocable to the series of the shares redemption of
which is being sought, the value of which shall be determined as provided
herein.
VII.
DIRECTORS
The number of Directors of the Corporation shall initially be two (2),
which number may, from time to time be, increased or decreased pursuant to the
By-Laws of the Corporation, but shall never be less than the minimum number
permitted by the General Laws of the State of Maryland as now or hereafter in
force. The names of the Directors who will serve until the first shareholders
meeting or until their successors are elected and qualified are as follows:
William A. Hawkins
Herschel Cardin
VIII.
PROVISIONS FOR DEFINING, LIMITING AND REGULATING
CERTAIN POWERS OF THE CORPORATION AND OF THE
DIRECTORS AND SHAREHOLDERS
The following provisions are hereby adopted for the purpose of defining,
limiting and regulating the powers of the Corporation and of the Directors and
shareholders:
(a) No holder of any stock or any other securities of the Corporation,
whether now or hereafter authorized, shall have any preemptive right to
subscribe for or purchase any stock or any other securities of the Corporation
other than such, if any, as the Board of Directors, in its sole discretion, may
determine and at such price or prices and upon such other terms as the Board of
Directors, in its sole discretion, may fix; and any stock or other securities
which the Board of Directors may determine to offer for subscription may, as the
Board of Directors in its sole discretion shall determine, be offered to the
holders of any class, series or type of stock or other securities at the time
outstanding to the exclusion of the holders of any or all other classes, series
or types of stock or other securities at the time outstanding.
(b) The Board of Directors of the Corporation shall have power from time to
time and in its sole discretion to determine, in accordance with sound
accounting practice, what constitutes annual or other net income, profits,
earnings, surplus or net assets; to fix and vary from time to time the amount to
be reserved as working capital, or determine that retained earnings or surplus
shall remain in the hands of the Corporation; to set apart out of any funds of
the Corporation such reserve or reserves in such amount or amounts and for such
proper purpose or purposes as it shall determine and to abolish any such reserve
or any part thereof; to distribute and pay distributions or dividends in stock,
cash or other securities or property, out of surplus or any other funds or
amounts legally available therefor, at such times and to the shareholders of
record on such dates as it may from to time determine; and to determine whether
and to what extent and at what times and places and under what conditions and
regulations the books, accounts and documents of the Corporation, or any of
them, shall be open to the inspection of shareholders, except as otherwise
provided by statute or by the By-Laws, and, except as so provided, no
shareholder shall have any right to inspect any book, account or document of the
Corporation unless authorized so to do by resolution of the Board of Directors.
(c) The Board of Directors of the Corporation may establish in its absolute
discretion the basis or method for determining the value of the assets belonging
to any series, and the net asset value of each share of capital stock of each
series and class for purposes of sales, redemptions, repurchases of shares or
otherwise.
(d) Any Director or officer, individually, or any firm of which any
Director or officer may be a member, or any corporation, trust or association of
which any Director or officer may be an officer or Director or in which any
Director or officer may be directly or indirectly interested as the holder of
any amount of its capital stock or otherwise, may be a party to, or may be
financially or otherwise interested in, any contract or transaction of the
Corporation; and any such Director or officer of the Corporation may be counted
in determining the existence of a quorum at the meeting of the Board of
Directors of the Corporation or a committee thereof which shall authorize any
such contract or transaction, and may vote thereat to authorize any such
contract or transaction, and such transaction or contract shall not as a result
be void or voidable provided either
(i) the fact of the common directorship or interest is disclosed or known to:
(a) the Board of Directors or the committee and the Board or committee
authorizes, approves, or ratifies the contract or transaction by the
affirmative vote of a majority of disinterested Directors, even if the
disinterested Directors constitute less than a quorum; or (b) the
shareholders entitled to vote, and the contract or transaction is
authorized, approved, or ratified by a majority of the votes cast by the
shareholders entitled to vote other than the votes of shares owned of
record or beneficially by the interested Director or corporation, firm, or
other entity; or
(ii) the contract or transaction is fair and reasonable to the Corporation.
In furtherance and not in limitation of the foregoing, the Board of
Directors of the Corporation is expressly authorized to contract for management
services of any nature, with respect to the conduct of the business of the
Corporation with any entity, person or company, incorporated or unincorporated,
on such terms as the Board of Directors may deem desirable. Any such contract
may provide for the rendition of management services of any nature with respect
to the conduct of the business of the Corporation, and for the management or
direction of the business and activities of the Corporation to such extent as
the Board of Directors may determine, whether or not the contract involves
delegation of functions usually or customarily performed by the Board of
Directors or officers of the Corporation or of a corporation organized under the
laws of Maryland. The Board of Directors is further expressly authorized to
contract with any person or company on such terms as the Board of Directors may
deem desirable for the distribution of shares of the Corporation and to contract
for other services, including, without limitation, services as custodian of the
Corporation's assets and as transfer agent for the Corporation's shares, with
any entity(ies), person(s) or company(ies), incorporated or unincorporated, on
such terms as the Directors may deem desirable. Any entity, person or company
which enters into one or more of such contracts may also perform similar or
identical services for other investment companies and other persons and entities
without restriction by reason of the relationship with the Corporation unless
the contract expressly provides otherwise.
(e) Any contract, transaction, or act of the Corporation or of the Board of
Directors which shall be ratified by a majority of a quorum of the shareholders
having voting powers at any annual meeting, or at any special meeting called for
such purpose, shall so far as permitted by law be as valid and as binding as
though ratified by every shareholder of the Corporation.
(f) Unless the By-Laws otherwise provide, any officer or employee of the
Corporation (other than a Director) may be removed at any time with or without
cause by the Board of Directors or by any committee or superior officer upon
whom such power of removal may be conferred by the By-Laws or by authority of
the Board of Directors.
(g) Notwithstanding any provision of law requiring the authorization of any
action by a greater proportion than a majority of the total number of shares of
any series or class, or of all classes or series of capital stock, or by the
total number of such shares, such action shall be valid and effective if
authorized by the affirmative vote of the holders of a majority of the total
number of shares outstanding and entitled to vote thereon.
(h) The Corporation shall indemnify (1) its Directors and officers, whether
serving the Corporation or at its request any other entity, to the full extent
required or permitted by the General Laws of the State of Maryland now or
hereafter in force, including the advance of expenses under the procedures and
to the full extent permitted by law, and (2) its other employees and agents to
such extent as shall be authorized by the Board of Directors or the
Corporation's By-Laws and be permitted by law. The foregoing rights of
indemnification shall not be exclusive of any other rights to which those
seeking indemnification may be entitled. The Board of Directors may take such
action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such By-Laws,
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law. No amendment of these
Articles of Incorporation of the Corporation shall limit or eliminate the right
to indemnification provided hereunder with respect to acts or omissions
occurring prior to such amendment or repeal. Nothing contained herein shall be
construed to authorize the Corporation to indemnify any Director or officer of
the Corporation against any liability to the Corporation or to any holders of
securities of the Corporation to which he is subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office. Any indemnification by the Corporation
shall be consistent with the requirements of law, including the 1940 Act.
(i) To the fullest extent permitted by Maryland statutory and decisional
law and the 1940 Act, as amended or interpreted, no Director or officer of the
Corporation shall be personally liable to the Corporation or its stockholders
for money damages; provided, however, that nothing herein shall be construed to
protect any Director or officer of the Corporation against any liability to
which such Director or officer would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office. No amendment, modification or repeal of
this Article VIII shall adversely affect any right or protection of a Director
or officer that exists at the time of such amendment, modification or repeal.
(j) In addition to the powers and authority hereinbefore, hereinafter or by
statute expressly conferred upon them, the Board of Directors may exercise all
such powers and do all such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the express provisions of the laws of
Maryland, of these Articles of Incorporation and of the By-Laws of the
Corporation.
(k) The Corporation reserves the right from time to time to make any
amendments of its Articles of Incorporation which may now or hereafter be
authorized by law, including any amendments changing the terms or contract
rights, as expressly set forth in its Articles of Incorporation, of any of its
outstanding stock by classification, reclassification or otherwise but no such
amendment which changes such terms or contract rights of any of its outstanding
stock shall be valid unless such amendment shall have been authorized by not
less than a majority of the aggregate number of the votes entitled to be cast
thereon, by a vote at a meeting or in writing with or without a meeting.
(l) The Corporation shall not be required to hold an annual meeting of
shareholders in any year in which the laws of Maryland do not require that such
a meeting be held.
The enumeration and definition of particular powers of the Board of
Directors included in the foregoing shall in no way be limited or restricted by
reference to or inference from the terms of any other clause of this or any
other Article of these Articles of Incorporation of the Corporation, or
construed as or deemed by inference or otherwise in any manner to exclude or
limit any powers conferred upon the Board of Directors under the General Laws of
the State of Maryland now or hereafter in force.
IX.
DURATION OF THE CORPORATION
The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation
acknowledging the same to be my act, on August 5, 1993.
/s/Lyle D. Albaugh
Lyle D. Albaugh
THE GRIFFIN FUNDS, INC.
ARTICLES OF SUPPLEMENTARY
CHANGING THE NAME OF SERIES OF STOCK OF THE COMPANY
The Griffin Funds, Inc., a Maryland corporation having its principal office
in Maryland at c/o The Corporation Trust Incorporated, 32 South Street,
Baltimore, Maryland 21202 (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Pursuant to authority vested in the Corporation by Article Sixth of
the Articles of Incorporation of the Corporation, the Corporation has changed
the name of (i) the "Tax-Exempt Money Market Series" to the "Tax-Free Money
Market Series," (ii) the "Municipal Income Series" to the "Municipal Bond
Series," (iii) the California Tax-Free Income Series" to the "California
Tax-Free Series," (iv) the "Investment Grade Bond Series" to the "Bond Series"
and (v) the "Growth and Income Series" to the "Growth & Income Series." The
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemptions of shares of such Series have not been changed.
IN WITNESS WHEREOF, The Griffin Funds, Inc. has caused these presents to be
signed in its name and on its behalf by its President and witnessed by its
Assistant Secretary on the 1st day of October, 1993.
WITNESS: THE GRIFFIN FUNDS, INC.
/s/ Herbert L. Botts By: /s/ William A. Hawkins
Herbert L. Botts, Asst. Sec. William A. Hawkins, President
THE UNDERSIGNED, President of The Griffin Funds, Inc., who executed on
behalf of the Corporation Articles Supplementary of which this Certificate is
made a part, hereby acknowledges in the name and on behalf of said Corporation
the foregoing Articles Supplementary to be the corporate act of said Corporation
and hereby certifies that the matters and facts set forth herein with respect to
the authorization and approval thereof are true in all material respects under
the penalties of perjury.
/s/ William A. Hawkins
William A. Hawkins, President
THE GRIFFIN FUNDS, INC.
ARTICLES OF SUPPLEMENTARY
RECLASSIFICATION OF UNISSUED STOCK BY BOARD
The Griffin Funds, Inc., a Maryland corporation having its principal office
in Maryland at c/o The Corporation Trust Incorporated, 32 South Street,
Baltimore, Maryland 21202 (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Pursuant to authority vested in the Corporation by Article Sixth of
the Articles of Incorporation of the Corporation, the Corporation has
established conversion rights of the unissued Class B shares of (i) the "U.S.
Government Income Series," (ii) the "Municipal Bond Series," (iii) the
California Tax-Free Series," (iv) the "Bond Series," and (v) the "Growth &
Income Series." The Class B Shares of each Series shall be convertible into
Class A Shares of the same Series on such basis and at such time as may be
determined by agreement between the Corporation and holders of the Class B
Shares. The preferences and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemptions of shares of such Series have not been changed.
IN WITNESS WHEREOF, The Griffin Funds, Inc. has caused these presents to be
signed in its name and on its behalf by its Senior Vice President and witnessed
by its Assistant Secretary on the 8th day of October, 1993.
WITNESS: THE GRIFFIN FUNDS, INC.
/s/ Herbert L. Botts By: /s/ Richie D. Rowsey
Herbert L. Botts, Asst. Sec. Richie D. Rowsey, Senior
Vice President
THE UNDERSIGNED, Senior Vice President of The Griffin Funds, Inc., who
executed on behalf of the Corporation Articles Supplementary of which this
Certificate is made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles Supplementary to be the corporate act of
said Corporation and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.
/s/ Richie D. Rowsey
Richie D. Rowsey, Senior
Vice President
THE GRIFFIN FUNDS, INC.
ARTICLES SUPPLEMENTARY
The Griffin Funds, Inc., a Maryland corporation having its principal office
in Maryland at c/o The Corporation Trust Incorporated, 32 South Street,
Baltimore, Maryland 21202 (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940
(the "1940 Act").
SECOND: Pursuant to authority expressly vested in the Board of
Directors of the Corporation by the Articles of Incorporation, as amended
and supplemented (the "Charter") and Article VI thereto, and pursuant to
resolutions duly adopted on May 11, 1995, the Board of Directors of the
Corporation has duly classified one billion (1,000,000,000) shares of the
Corporation's authorized but unclassified and unissued shares of common
stock as follows and has provided for the issuance of such series: "Growth
Series," consisting of two hundred fifty million (250,000,000) "Class A"
shares and two hundred fifty million (250,000,000) "Class B" shares; and
"Short-Term Bond Series," consisting of two hundred fifty million
(250,000,000) "Class A" shares and two hundred fifty million (250,000,000)
"Class B" shares.
THIRD: In connection with the classification of the two new series
of shares (the "New Series"), the Corporation provides the following
information pursuant to Section 2-208.1(b) of the Corporations and
Associations Article:
(a) Total Number of Authorized and Classified Shares of the
Corporation and its Series Immediately Prior to Classification
of New Series' Shares
The total number of shares the Corporation is authorized to issue
is ten billion (10,000,000,000) shares of stock ($.001 par value per
share), with an aggregate par value of ten million dollars
($10,000,000). Immediately prior to the classification of the shares
of the New Series, the shares of the Corporation and its series were
allocated as follows:
Series Number of Shares
Money Market Series 1,000,000,000
Tax-Free Money Market Series 1,000,000,000
U.S. Government Income Series
Class A 250,000,000
Class B 250,000,000
Municipal Bond Series
Class A 250,000,000
Class B 250,000,000
California Tax-Free Series
Class A 250,000,000
Class B 250,000,000
Growth & Income Series
Class A 250,000,000
Class B 250,000,000
Bond Series
Class A 250,000,000
Class B 250,000,000
(b)Total Number of Classified Shares of the Corporation and its
Series Immediately Following Classification of New Series' Shares
Immediately after the classification of the shares of the New
Series, the total number of shares the Corporation is authorized to
issue is unchanged, and the number of shares of stock of each class of
the Corporation and its Series consists of the shares described above
in Paragraph(a) of this Article Third combined with the following:
Growth Series
Class A 250,000,000
Class B 250,000,000
Short-Term Bond Series
Class A 250,000,000
Class B 250,000,000
FOURTH: Shares of capital stock of the New Series shall have the
following assets, liabilities, preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption:
(a) Assets Belonging to a Class or New Series. All consideration
received by the Corporation for the issue or sale of Class A shares or
Class B shares of a New Series, together with all assets in which such
consideration is invested and reinvested, income, earnings, profits
and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation thereof, and any funds or payments derived
from any reinvestment of such proceeds in whatever form the same may
be, shall irrevocably belong to such Class of shares of the New Series
with respect to which such assets, payments or funds were received by
the Corporation for all purposes, subject only to the rights of
creditors, and shall be so handled upon the books of account of the
Corporation. Such consideration, assets, income, earnings, profits and
proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation thereof, and any assets derived from any
reinvestment of such proceeds in whatever form, are herein referred to
as "assets belonging to" such Class or New Series. Any assets, income,
earnings, profits, and proceeds thereof, funds or payments which are
not readily attributable to any particular Class shall be allocable
among any one or more of the Classes of the New Series or other series
of the Corporation in such manner and on such basis as the Board of
Directors, in its sole discretion, shall deem fair and equitable.
(b) Liabilities Belonging to a Class or New Series. The assets
belonging to Class A shares or Class B shares of the New Series shall
be charged with the liabilities in respect of such Class and shall
also be charged with such Class's share of the general liabilities of
the New Series, and shall further be charged with such New Series'
share of the general liabilities of the Corporation determined as
hereinafter provided. The determination of the Board of Directors
shall be conclusive as to the amount of such liabilities, including
the amount of accrued expenses and reserves; as to any allocation of
the same to a given New Series or a given Class; and as to whether the
same are allocable to one or more Classes or series. The liabilities
so allocated to a Class or New Series are herein referred to as
"liabilities belonging to" such Class or New Series. Any liabilities
which are not readily attributable to any particular Class or New
Series shall be allocable among any one or more of the Classes of the
New Series or other series of the Corporation in such manner and on
such basis as the Board of Directors, in its sole discretion, shall
deem fair and equitable.
(c) Dividends and Distributions. Shares of each Class of the New
Series shall be entitled to such dividends and distributions, in stock
or in cash or both, as may be declared from time to time by the Board
of Directors, acting in its sole discretion, with respect to such
Class, provided, however, that dividends and distributions on shares
of a Class shall be paid only out of the lawfully available "assets
belonging to" such Class as such phrase is defined in Paragraph (a) of
this Article FOURTH.
(d) Liquidating Dividends and Distributions. In the event of the
liquidation or dissolution of the Corporation, shareholders of each
Class of the two New Series shall be entitled to receive, as a Class,
out of the assets of the Corporation available for distribution to
shareholders, but other than general assets not belonging to any
particular Class, the assets belonging to such Class; and the assets
so distributable to the shareholders of any Class of the New Series
shall be distributed among such shareholders in proportion to the
number of shares of such Class held by them and recorded on the books
of the Corporation. In the event that there are any general assets not
belonging to any particular Class of a New Series and available for
distribution, such distribution shall be made to the holders of stock
of all Classes of the New Series in proportion to the asset value of
the respective Classes determined as hereinafter provided. In the
event that there are any general assets not belonging to a particular
New Series and available for distribution, such distribution shall be
made to the holders of stock of all series of the Corporation in
proportion to the asset value of the respective series determined as
hereinafter provided.
(e) Voting. Each shareholder of each New Series shall be entitled
to one vote for each share of capital stock, irrespective of the
class, then standing in his name on the books of the Corporation, and
on any matter submitted to a vote of shareholders, all shares of
capital stock then issued and outstanding and entitled to vote shall
be voted in the aggregate and not by series except that: (i) when
expressly required by law, shares of capital stock shall be voted by
individual class or series and (ii) only shares of capital stock of
the respective series or class or classes affected by a matter shall
be entitled to vote on such matter. All shares of a New Series shall
have all of the rights with respect to votes so provided in the
Charter as any other share of a series of the Corporation and as
provided in these Articles Supplementary, including on a matter
related to a quorum, adjournment and a majority vote.
(f) Redemption. To the extent the Corporation has funds or other
property legally available therefor, each holder of shares of capital
stock of a Class of a New Series shall be entitled to require the
Corporation to redeem all or any part of the shares standing in the
name of such holder on the books of the Corporation, at the redemption
price of such shares as in effect from time to time as may be
determined by the Board of Directors of the Corporation in accordance
with the provisions hereof, subject to the right of the Board of
Directors of the Corporation to suspend the right of redemption of
shares of capital stock of a Class of a New Series or postpone the
date of payment of such redemption price in accordance with provisions
of applicable law. Without limiting the generality of the foregoing,
the Corporation shall, to the extent permitted by applicable law, have
the right at any time to redeem the shares owned by any holder of
capital stock of a Class of a New Series if the value of such shares
in the account of such holder is less than the minimum initial
investment amount applicable to that account as set forth in the
Corporation's current registration statement under the 1940 Act, and
subject to such further terms and conditions as the Board of Directors
of the Corporation may from time to time adopt. The redemption price
of shares of capital stock of a Class of a New Series shall, except as
otherwise provided in this Paragraph (f) or in the Charter, be the net
asset value thereof as determined by, or pursuant to methods approved
by, the Board of Directors of the Corporation from time to time in
accordance with the provisions of applicable law, less such redemption
fee or other charge, if any, as may be specified in the Corporation's
current registration statement under the 1940 Act for that Class or
New Series. Payment of the redemption price shall be made in cash by
the Corporation at such time and in such manner as may be determined
from time to time by the Board of Directors of the Corporation unless,
in the opinion of the Board of Directors, which shall be conclusive,
conditions exist which make payment wholly in cash unwise or
undesirable; in such event the Corporation may make payment wholly or
partly by securities or other property included in the assets
belonging or allocable to the series of the shares redemption of which
is being sought, the value of which shall be determined as provided
herein.
FIFTH: The Board of Directors has duly authorized the filing of these
Articles Supplementary.
IN WITNESS WHEREOF, The Griffin Funds, Inc. has caused these presents to
be signed in its name and on its behalf by its President and witnessed by its
Assistant Secretary on the ____ day of May, 1995.
WITNESS: THE GRIFFIN FUNDS, INC.
/s/Herbert L. Botts By:/s/William A. Hawkins
Herbert L. Botts, Asst. Sec. William A. Hawkins, President
THE UNDERSIGNED, President of The Griffin Funds, Inc., who executed on
behalf of the Corporation Articles Supplementary of which this Certificate is
made a part, hereby acknowledges in the name and on behalf of said Corporation
the foregoing Articles Supplementary to be the corporate act of said Corporation
and hereby certifies that the matters and facts set forth herein with respect to
the authorization and approval thereof are true in all material respects under
the penalties of perjury.
/s/William A. Hawkins
William A. Hawkins, President
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made as of October 13, 1993, by and between The Griffin
Funds, Inc., a Maryland corporation (the "Company") and Griffin Financial
Investment Advisers (the "Adviser").
WHEREAS, the Company is an open-end management investment company
registered under the Investment Company Act of 1940, as
amended (the "Act") and the Securities Act of 1933; and
WHEREAS, the Company proposes to engage the Adviser to manage the
investment and reinvestment of the assets of those investment portfolios of the
Company as now are or hereafter may be identified on Schedule A hereto (each a
"Fund" and collectively the "Funds");
NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and Adviser agree as follows:
1. (a) The Company hereby engages the Adviser to perform the advisory
services specified herein for the Funds and the Adviser hereby accepts such
engagement.
(b) Subject to the overall supervision and control of the Company and its
Board of Directors, the Adviser shall provide a continuous investment program
for the Funds, including investment research and management with respect to all
securities and other investments (including cash and cash equivalents) of the
Funds. The Adviser will determine from time to time what securities and other
investments will be purchased, retained or sold for the Funds. The Adviser shall
have the authority to open accounts and enter into agreements on behalf of the
Funds, which accounts and agreements are necessary or appropriate and consistent
with the purposes and terms of this agreement. The Adviser will provide the
services under this agreement in accordance with the Funds' investment
objectives, policies and restrictions, as set forth in the Funds' currently
effective prospectus and statement of additional information (such prospectus
and such statement of additional information are collectively referred to herein
as the "Prospectus") included in the Company's Registration Statement, as
amended from time to time (the "Registration Statement").
(c) The Adviser shall furnish to the the Company's Board of Directors
periodic reports on the investment activity and performance of the Funds
(including financial reports and analyses detailing the Funds' composition,
comparative performance and securities transactions), and such additional
reports and information as the Company's Board of Directors or officers shall
reasonably request.
(d) Copies of the Funds' Prospectus, Registration Statement and relevant
guidelines and procedures adopted by the Funds' Board of Directors have been
furnished by the Company to the Adviser. Any amendments or supplements to those
documents shall be furnished by the Company to the Adviser promptly.
2. (a) In carrying out its obligations under this agreement, the Adviser
shall at all times conform to all applicable provisions of the Act and any rules
and regulations thereunder. In this regard, the Adviser shall provide to the
Company, with respect to orders the Adviser places for the purchase and sale of
portfolio securities of the Funds, the documents and records required pursuant
to Rule 31a-1 under the Act as well as such records as the Funds' administrator
reasonably requests to be maintained, including, but not limited to, trade
tickets and confirmations for portfolio trades. All such records shall be
maintained in a form acceptable to the Funds and in compliance with the
provisions of Rule 31a-1. All such records will be the property of the Funds and
will be available for inspection and use by the Funds. The Adviser will promptly
notify the Company and the Funds' administrator if it experiences any difficulty
in maintaining or providing the records in an accurate and complete manner.
(b) The Adviser shall have the authority and discretion to select brokers
and dealers to execute portfolio transactions. In selecting brokers and dealers,
the Adviser's overall responsibility shall be to obtain the best net price and
execution for the Funds. However, this responsibility shall not be deemed to
obligate the Adviser to solicit competitive bids for each transaction, and the
Adviser shall have no obligation to seek the lowest available commission cost to
the Funds, so long as the Adviser determines that the broker or dealer is able
to obtain the best net price and execution for the particular transaction and
that the commission cost is reasonable in relation to the total quality and
reliability of the brokerage and research services made available by the broker
to the Adviser viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to its clients, including the
Fund, as to which the Adviser exercises investment discretion, notwithstanding
that the Fund may not be the direct or exclusive beneficiary of any such
research services or that another broker may be willing to charge the Fund a
lower commission on the particular transaction. As used in this paragraph,
"brokerage and research services" shall have the meaning set forth in
Section 28(e)(3) of the Securities Exchange Act of 1934 and such interpretations
as shall be published by the Securities and Exchange Commission from time to
time.
(c) The Adviser shall have the authority to "bunch" Fund portfolio
transactions with those of other advisory clients as long as such bunching
transactions and the allocations of trades are conducted in compliance with
applicable law and the conditions established in applicable regulations,
interpretations and staff positions of the Securities and Exchange Commission.
3. The Adviser shall be entitled to receive compensation calculated and
paid by the Company in accordance with Schedule A.
4. The Adviser shall, at its expense, employ or associate with itself such
persons, including such Sub-Investment Advisers as may be approved by the
Company, as the Adviser believes appropriate to assist it in performing its
obligations under this agreement.
5. If in any fiscal year the covered expenses of a Fund incurred by, or
allocated to, the Fund exceed the most restrictive expense limitation applicable
to the Fund imposed by any state securities law or regulations thereunder, the
Adviser shall waive or reimburse a pro rata portion of its fee (based upon the
ratio of its fee to the fee of the Administrator pursuant to the Fund's
Administration Agreement) with respect to the Fund, but only to the extent of
the fee hereunder for the fiscal year. For purposes of this paragraph 5,
"covered expenses" shall mean those expenses covered by the most restrictive
expense limitation applicable to the Fund imposed by any state securities law or
regulations thereunder.
6. The Adviser shall have the right to delegate to one or more
Sub-Investment Advisers for the Funds the performance of any and all duties and
obligations of the Adviser under this agreement. Any such delegation by the
Adviser shall not relieve the Adviser of its duties and obligations under this
agreement.
7. The Adviser shall give the Company the benefit of the Adviser's best
professional judgment in rendering discretionary investment management services
under this agreement. The Adviser shall not be liable for any action taken or
omitted in its reasonable judgment, in good faith and believed by it to be
authorized or within the discretion conferred on it by this agreement, provided
that nothing in this agreement shall be deemed to protect or purport to protect
the Adviser against any liability to the Company or its shareholders arising by
reason of willful misfeasance, bad faith or gross negligence in the performance
of the Adviser's duties under this agreement or by reason of reckless disregard
of its obligations and duties hereunder.
8. This agreement shall become effective as of the date set forth above and
shall thereafter continue in effect, provided that this agreement, with respect
to a Fund, shall continue in effect for a period of more than two years from
such date only so long as the continuance is specifically approved at least
annually (a) by the vote of a majority of the Fund's outstanding voting
securities (as defined in the Act) or by the Company's Board of Directors and
(b) by the vote, cast in person at a meeting called for the purpose, of a
majority of the Company's Directors who are not parties to this agreement or
"interested persons" (as defined in the Act) of any such party. This agreement
may be terminated with respect to a Fund without the payment of any penalty, by
the Company, at any time by the vote of a majority of the Fund's outstanding
voting securities (as defined in the Act) or by a vote of a majority of the
Company's Board of Directors on 60 days' written notice to the Adviser or by the
Adviser, at any time, on 60 days' written notice to the Company. This agreement
shall terminate automatically in the event of its assignment (as defined in the
Act).
9. Except to the extent necessary to perform the Adviser's obligations
under this agreement, nothing herein shall be deemed to limit or restrict the
right of the Adviser, or any affiliate of the Adviser, or any director, officer
or employee of the Adviser, to engage in any other business or to devote time
and attention to the management or other aspects of any other business, whether
of a similar or dissimilar nature, or to render services of any kind to any
other corporation, firm, individual or association.
10. The Adviser and the Company each agree that the word "Griffin"
(including for all purposes of this paragraph, any combination, variation or
abbreviation thereof and any logo or graphic used in association therewith) is a
property right of the parent of the Adviser. The Company agrees and consents
that: (i) it will use the word "Griffin" as a component of its corporate name,
the name of any series or class, or both and for no other purpose; (ii) it will
not grant to any third party the right to use the word "Griffin" for any
purpose; (iii) the Adviser or any corporate affiliate of the Adviser may use or
grant to others the right to use the word "Griffin" as all or a portion of a
corporate or business name or for any commercial purpose, other than a grant of
such right to another registered investment company not advised by the Adviser
or one of its affiliates; and (iv) in the event that the Adviser or an affiliate
thereof is no longer acting as investment adviser to any Fund, the Company
shall, upon request by the Adviser, promptly take such action as may be
necessary to change its corporate name to one not containing the word "Griffin"
and following such change, shall not use the word "Griffin" as a part of its
corporate name or for any other commercial purpose, and shall use its best
efforts to cause its directors, officers and shareholders to take any and all
actions that the Adviser may request to effect the foregoing and to reconvey to
the Adviser any and all rights to such term.
11. To the extent that state law is not preempted by the provisions of any
law of the United States, this agreement shall be governed by and construed in
accordance with the laws of the State of California.
12. This agreement may be supplemented or amended only by written
instrument signed by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed and delivered by their duly authorized representatives as of the date
first set forth above.
THE GRIFFIN FUNDS, INC.
By: /s/William A. Hawkins
Name: William A. Hawkins
Title: President
GRIFFIN FINANCIAL INVESTMENT ADVISERS
By: /s/Richie D. Rowsey
Name: Richie D. Rowsey
Title: Sr. Vice President
<PAGE>
SCHEDULE A
Compensation
Name of Fund Compensation 1
Money Market Fund, Tax-Free Annual rate of 0.50%
Money Market Fund, U.S. Government of the average net assets
Income Fund, Municipal Bond Fund, of each such Fund
Califonria Tax-Free Fund
and Bond Fund
Growth & Income Fund Annual rate of 0.60%
of the average net assets
of such Fund
- -------
1 All fees shall be computed daily and paid monthly.
FIRST AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT is made as of May 31, 1995, by and between The Griffin
Funds, Inc., a Maryland corporation (the "Company") and Griffin Financial
Investment Advisers (the "Adviser").
WHEREAS, the Company is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "Act") and
the Securities Act of 1933; and
WHEREAS, the Company has engaged the Adviser to manage the investment and
reinvestment of the assets of those investment portfolios of the Company
pursuant to our Investment Advisory Agreement dated as of October __, 1993,
between the Company and the Adviser (the "Agreement"), which portfolios are
identified on Schedule A thereto (each a "Fund" and collectively the "Funds");
WHEREAS, the company has established two new portfolios, the Griffin Growth
Fund and the Griffin Short-Term Bond Fund (the "New Funds"), and desires to
engage the Adviser to manage the investment and reinvestment of the assets of
the New Funds;
NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and Adviser agree as follows:
1. Schedule A to the Agreement is replaced and superseded by Schedule A to
this Amendment in order to include the New Funds as well as the Funds originally
included in Schedule A to the Agreement.
2. All provisions of the Agreement are hereby reaffirmed as fully set forth
herein, except as they are modified by the
provisions of this Amendment.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed and delivered by their duly authorized representatives as of the date
first set forth above.
THE GRIFFIN FUNDS, INC.
By: /s/Julia D. Whitcup
Name: Julia D. Whitcup
Title: Senior Vice President & Treasurer
GRIFFIN FINANCIAL INVESTMENT ADVISERS
By: /s/Richie D. Rowsey
Name: Richie D. Rowsey
Title: Senior Vice President
<PAGE>
SCHEDULE A
Compensation
Money Market Fund, Tax-Free Annual rate of 0.50%
Money Market Fund, U.S. Government of the average net assets
Income Fund, Municipal Bond Fund, of each such Fund
Califonria Tax-Free Fund and Bond Fund
Short-Term Bond Fund
Growth & Income Fund Annual rate of 0.60%
Growth Fund of the average net assets
of such Fund
- --------
1 All fees shall be computed daily and paid monthly.
CUMULATIVE TOTAL RETURN WITHOUT SALES CHARGE DEDUCTED:
T=(ERV/P) - 1
WHERE: T - TOTAL RETURN
ERV - REDEEMABLE VALUE AT THE END OF THE
PERIOD OF A HYPOTHETICAL $1,000
INVESTMENT MADE AT THE BEGINNING OF THE
PERIOD.
P - A HYPOTHETICAL INITIAL INVESTMENT OF
$1,000
EXAMPLES:
FOR THE PERIODS ENDED SEPTEMBER 30, 1996:
U.S. GOVERNMENT INCOME FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,153.9/1,000) - 1 = 15.39%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,040.2/1,000) - 1 = 4.02%
SIX MONTHS: (3/31/96 TO 9/30/96):
(1,022.7/1,000) - 1 = 2.27%
BOND FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,106.4/1,000) - 1 = 10.64%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,031.2/1,000) - 1 = 3.12%
SIX MONTHS: (3/31/96 TO 9/30/96):
(1,015.5/1,000) - 1 = 1.55%
CALIFORNIA TAX-FREE FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,082.9/1,000) - 1 = 8.29%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,052.3/1,000) - 1 = 5.23%
SIX MONTHS: (3/31/96 TO 9/30/96):
(1,023.7/1,000) - 1 = 2.37%
MUNICIPAL BOND FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,093.5/1,000) - 1 = 9.35%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,046.4/1,000) - 1 = 4.64%
SIX MONTHS: (3/31/96 TO 9/30/96):
(1,021.0/1,000) - 1 = 2.10%
<PAGE>
GROWTH & INCOME FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,609.3/1,000) - 1 = 60.93%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,180.8/1,000) - 1 = 18.08%
SIX MONTHS: (3/31/96 TO 9/30/96):
(1,064.1/1,000) - 1 = 6.41%
SHORT-TERM BOND FUND CLASS A
SINCE INCEPTION: (6/12/95 TO 9/30/96):
(1,072.5/1,000) - 1 = 7.25%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,048.2/1,000) - 1 = 4.82%
SIX MONTHS: (3/31/96 TO 9/30/96):
(1,022.4/1,000) - 1 = 2.24%
GROWTH FUND CLASS A
SINCE INCEPTION: (6/12/95 TO 9/30/96):
(1,379.9/1,000) - 1 = 37.99%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,183.5/1,000) - 1 = 18.35%
SIX MONTHS: (3/31/96 TO 9/30/96):
(1,098.2/1,000) - 1 = 9.82%
FOR THE PERIOD ENDED DECEMBER 31, 1996:
U.S. GOVERNMENT INCOME FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,179.1/1,000) - 1 = 17.91%
BOND FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,155.9/1,000) - 1 = 15.59%
CALIFORNIA TAX-FREE FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,111.4/1,000) - 1 = 11.14%
MUNICIPAL BOND FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,109.4/1,000) - 1 = 10.94%
GROWTH & INCOME FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,715.1/1,000) - 1 = 71.51%
<PAGE>
CUMULATIVE TOTAL RETURN WITH SALES CHARGE DEDUCTED:
T=(ERV/P) - 1
WHERE: T - TOTAL RETURN
ERV - REDEEMABLE VALUE AT THE END OF THE
PERIOD OF A HYPOTHETICAL $1,000
INVESTMENT MADE AT THE BEGINNING OF THE
PERIOD INCLUDING THE DEDUCTION OF THE
MAXIMUM SALES CHARGE.
P - A HYPOTHETICAL INITIAL INVESTMENT OF
$1,000
EXAMPLES:
FOR THE PERIODS ENDED SEPTEMBER 30, 1996:
U.S. GOVERNMENT INCOME FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,101.7/1,000) - 1 = 10.17%
ONE YEAR: (9/30/95 TO 9/30/96):
(992.9/1,000) - 1 = -0.71%
SIX MONTHS: (3/31/96 TO 9/30/96):
(976.5/1,000) - 1 = -2.35%
BOND FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,056.4/1,000) - 1 = 5.64%
ONE YEAR: (9/30/95 TO 9/30/96):
(985.2/1,000) - 1 = -1.48%
SIX MONTHS: (3/31/96 TO 9/30/96):
(969.5/1,000) - 1 = -3.05%
CALIFORNIA TAX-FREE FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,034.2/1,000) - 1 = 3.42%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,005.3/1,000) - 1 = 0.53%
SIX MONTHS: (3/31/96 TO 9/30/96):
(978.2/1,000) - 1 = -2.18%
MUNICIPAL BOND FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,044.1/1,000) - 1 = 4.41%
ONE YEAR: (9/30/95 TO 9/30/96):
(999.7/1,000) - 1 = -0.03%
SIX MONTHS: (3/31/96 TO 9/30/96):
(975.4/1,000) - 1 = -2.46%
<PAGE>
GROWTH & INCOME FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,536.6/1,000) - 1 = 53.66%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,128.0/1,000) - 1 = 12.80%
SIX MONTHS: (3/31/96 TO 9/30/96):
(1,016.9/1,000) - 1 = 1.69%
SHORT-TERM BOND FUND CLASS A
SINCE INCEPTION: (6/12/95 TO 9/30/96):
(1,035.3/1,000) - 1 = 3.53%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,012.0/1,000) - 1 = 1.20%
SIX MONTHS: (3/31/96 TO 9/30/96):
(987.1/1,000) - 1 = -1.29%
GROWTH FUND CLASS A
SINCE INCEPTION: (6/12/95 TO 9/30/96):
(1,318.0/1,000) - 1 = 31.80%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,130.2/1,000) - 1 = 13.02%
SIX MONTHS: (3/31/96 TO 9/30/96):
(1,048.7/1,000) - 1 = 4.87%
FOR THE PERIOD ENDED DECEMBER 31, 1996:
U.S. GOVERNMENT INCOME FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,126.1/1,000) - 1 = 12.61%
BOND FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,103.9/1,000) - 1 = 10.39%
CALIFORNIA TAX-FREE FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,061.4/1,000) - 1 = 6.14%
MUNICIPAL BOND FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,059.4/1,000) - 1 = 5.94%
GROWTH & INCOME FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,637.9/1,000) - 1 = 63.79%
<PAGE>
AVERAGE ANNUAL TOTAL RETURN WITHOUT SALES CHARGE DEDUCTED:
T=(ERV/P)-1^(1/N)
WHERE: T - TOTAL RETURN
ERV - REDEEMABLE VALUE AT THE END OF THE
PERIOD OF A HYPOTHETICAL $1,000
INVESTMENT MADE AT THE BEGINNING OF THE
PERIOD.
P - A HYPOTHETICAL INITIAL INVESTMENT OF
$1,000
N - NUMBER OF YEARS
EXAMPLES:
FOR THE PERIODS ENDED SEPTEMBER 30, 1996:
U.S. GOVERNMENT INCOME FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,153.9/1,000) - 1 ^ (365/1,077)= 4.97%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,040.2/1,000) - 1 ^ (1)= 4.02%
BOND FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,106.4/1,000) - 1 ^ (365/1,077)= 3.48%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,031.2/1,000) - 1 ^ (1)= 3.12%
CALIFORNIA TAX-FREE FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,082.9/1,000) - 1 ^ (365/1,077)= 2.73%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,052.3/1,000) - 1 ^ (1)= 5.23%
MUNICIPAL BOND FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,093.5/1,000) - 1 ^ (365/1,077)= 3.07%
ONE YEAR: (9/30/95 TO 9/30/96):
<PAGE>
(1,046.4/1,000) - 1 ^ (1)= 4.64%
GROWTH & INCOME FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,609.3/1,000) - 1^(365/1,077) = 17.48%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,180.8/1,000) - 1 ^ (1)= 18.08%
SHORT-TERM BOND FUND CLASS A
SINCE INCEPTION: (6/12/95 TO 9/30/96):
(1,072.5/1,000) - 1 ^ (365/477) = 5.50%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,048.2/1,000) - 1 ^ (1)= 4.82%
GROWTH FUND CLASS A
SINCE INCEPTION: (6/12/95 TO 9/30/96):
(1,379.9/1,000) - 1 ^ (365/477) = 27.94%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,183.5/1,000) - 1 ^ (1)= 18.35%
FOR THE PERIOD ENDED DECEMBER 31, 1996:
U.S. GOVERNMENT INCOME FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,179.1/1,000) - 1 ^ (3)= 5.65%
BOND FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,155.9/1,000) - 1 ^ (3)= 4.95%
CALIFORNIA TAX-FREE FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,111.4/1,000) - 1 ^ (3)= 3.58%
MUNICIPAL BOND FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,109.4/1,000) - 1 ^ (3)= 3.52%
GROWTH & INCOME FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,715.1/1,000) - 1 ^ (3)= 19.70%
<PAGE>
AVERAGE ANNUAL TOTAL RETURN WITH SALES CHARGE DEDUCTED:
T=(ERV/P) - 1 ^ (1/N)
WHERE: T - TOTAL RETURN
ERV - REDEEMABLE VALUE AT THE END OF THE
PERIOD OF A HYPOTHETICAL $1,000
INVESTMENT MADE AT THE BEGINNING OF THE
PERIOD INCLUDING THE DEDUCTION OF THE
MAXIMUM SALES CHARGE.
P - A HYPOTHETICAL INITIAL INVESTMENT OF
$1,000
N - NUMBER OF YEARS
EXAMPLES:
FOR THE PERIODS ENDED SEPTEMBER 30, 1996:
U.S. GOVERNMENT INCOME FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,101.7/1,000)- 1 ^(365/1,077)= 3.33%
ONE YEAR: (9/30/95 TO 9/30/96):
(992.9/1,000) - 1 ^ (1) = -0.71%
BOND FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,056.4/1,000) - 1 ^ (365/1,077)= 1.88%
ONE YEAR: (9/30/95 TO 9/30/96):
(985.2/1,000) - 1 ^ (1) = -1.48%
CALIFORNIA TAX-FREE FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,034.2/1,000) - 1 ^ (365/1,077)= 1.15%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,005.3/1,000) - 1 ^ (1) = 0.53%
MUNICIPAL BOND FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,044.1/1,000) - 1 ^ (365/1,077)= 1.47%
ONE YEAR: (9/30/95 TO 9/30/96):
<PAGE>
(999.7/1,000) - 1 ^ (1) = -0.03%
GROWTH & INCOME FUND CLASS A
SINCE INCEPTION: (10/19/93 TO 9/30/96):
(1,536.6/1,000) - 1 ^ (365/1,077)= 15.66%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,128.0/1,000) - 1 ^ (1) = 12.80%
SHORT-TERM BOND FUND CLASS A
SINCE INCEPTION: (6/12/95 TO 9/30/96):
(1,035.3/1,000) - 1 ^ (365/477)= 2.69%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,012.0/1,000) - 1 ^ (1) = 1.20%
GROWTH FUND CLASS A
SINCE INCEPTION: (6/12/95 TO 9/30/96):
(1,318.0/1,000) - 1 ^ (365/477)= 23.53%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,130.2/1,000) - 1 ^ (1) = 13.02%
FOR THE PERIOD ENDED DECEMBER 31, 1996:
U.S. GOVERNMENT INCOME FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,126.1/1,000) - 1 ^ (3) = 4.04%
BOND FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,103.9/1,000) - 1 ^ (3) = 3.35%
CALIFORNIA TAX-FREE FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,061.4/1,000) - 1 ^ (3) = 2.01%
MUNICIPAL BOND FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,059.4/1,000) - 1 ^ (3) = 1.94%
GROWTH & INCOME FUND CLASS A
THREE YEAR: (12/31/93 TO 12/31/96):
(1,637.9/1,000) - 1 ^ (3) = 17.88%
<PAGE>
CUMULATIVE TOTAL RETURN WITHOUT SALES CHARGE DEDUCTED:
T=(ERV/P) - 1
WHERE: T - TOTAL RETURN
ERV - REDEEMABLE VALUE AT THE END OF THE
PERIOD OF A HYPOTHETICAL $1,000
INVESTMENT MADE AT THE BEGINNING OF THE
PERIOD.
P - A HYPOTHETICAL INITIAL INVESTMENT OF
$1,000
EXAMPLES:
FOR THE PERIODS ENDED SEPTEMBER 30, 1996:
U.S. GOVERNMENT INCOME FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,170.5/1,000) - 1 = 17.05%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,035.1/1,000) - 1 = 3.51%
BOND FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,165.6/1,000) - 1 = 16.56%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,026.2/1,000) - 1 = 2.62%
CALIFORNIA TAX-FREE FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,179.0/1,000) - 1 = 17.90%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,047.0/1,000) - 1 = 4.70%
MUNICIPAL BOND FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,176.2/1,000) - 1 = 17.62%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,042.2/1,000) - 1 = 4.22%
<PAGE>
GROWTH & INCOME FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,521.7/1,000) - 1 = 52.17%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,174.8/1,000) - 1 = 17.48%
SHORT-TERM BOND FUND CLASS B
SINCE INCEPTION: (6/12/95 TO 9/30/96):
(1,069.1/1,000) - 1 = 6.91%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,042.9/1,000) - 1 = 4.29%
GROWTH FUND CLASS B
SINCE INCEPTION: (6/12/95 TO 9/30/96):
(1,372.4/1,000) - 1 = 37.24%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,178.0/1,000) - 1 = 17.80%
<PAGE>
CUMULATIVE TOTAL RETURN WITH SALES CHARGE DEDUCTED:
T=(ERV/P) - 1
WHERE: T - TOTAL RETURN
ERV - REDEEMABLE VALUE AT THE END OF THE
PERIOD OF A HYPOTHETICAL $1,000
INVESTMENT MADE AT THE BEGINNING OF THE
PERIOD AND A COMPLETE REDEMPTION AT THE END
OF THE PERIOD INCLUDING THE DEDUCTION OF THE
MAXIMUM CONTINGENT DEFERRED SALES CHARGE.
P - A HYPOTHETICAL INITIAL INVESTMENT OF
$1,000
EXAMPLES:
FOR THE PERIODS ENDED SEPTEMBER 30, 1996:
U.S. GOVERNMENT INCOME FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,130.5/1,000) - 1 = 13.05%
ONE YEAR: (9/30/95 TO 9/30/96):
(985.1/1,000) - 1 = -1.49%
BOND FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,125.6/1,000) - 1 = 12.56%
ONE YEAR: (9/30/95 TO 9/30/96):
(976.2/1,000) - 1 = -2.38%
CALIFORNIA TAX-FREE FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,139.0/1,000) - 1 = 13.90%
ONE YEAR: (9/30/95 TO 9/30/96):
(997.0/1,000) - 1 = -0.30%
MUNICIPAL BOND FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,136.2/1,000) - 1 = 13.62%
ONE YEAR: (9/30/95 TO 9/30/96):
(992.2/1,000) - 1 = -0.78%
<PAGE>
GROWTH & INCOME FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,481.7/1,000) - 1 = 48.17%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,124.8/1,000) - 1 = 12.48%
SHORT-TERM BOND FUND CLASS B
SINCE INCEPTION: (6/12/95 TO 9/30/96):
(1,039.1/1,000) - 1 - 0.03 = 3.91%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,002.9/1,000) - 1 = 0.29%
GROWTH FUND CLASS B
SINCE INCEPTION: (6/12/95 TO 9/30/96):
(1,332.4/1,000) - 1 = 33.24%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,128.0/1,000) - 1 = 12.80%
<PAGE>
AVERAGE ANNUAL TOTAL RETURN WITHOUT SALES CHARGE DEDUCTED:
T=(ERV/P)-1^(1/N)
WHERE: T - TOTAL RETURN
ERV - REDEEMABLE VALUE AT THE END OF THE
PERIOD OF A HYPOTHETICAL $1,000
INVESTMENT MADE AT THE BEGINNING OF THE
PERIOD.
P - A HYPOTHETICAL INITIAL INVESTMENT OF
$1,000
N - NUMBER OF YEARS
EXAMPLES:
FOR THE PERIODS ENDED SEPTEMBER 30, 1996:
U.S. GOVERNMENT INCOME FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,170.5/1,000) - 1 ^ (365/700) = 8.55%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,035.1/1,000) - 1 ^ (1) = 3.51%
BOND FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,165.6/1,000) - 1 ^ (365/700) = 8.32%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,026.2/1,000) - 1 ^ (1) = 2.62%
CALIFORNIA TAX-FREE FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,179.0/1,000) - 1 ^ (365/700) = 8.97%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,047.0/1,000) - 1 ^ (1) = 4.70%
MUNICIPAL BOND FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,176.2/1,000) - 1 ^ (365/700) = 8.83%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,042.2/1,000) - 1 ^ (1) = 4.22%
<PAGE>
GROWTH & INCOME FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,521.7/1,000) - 1 ^ (365/700) = 24.47%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,174.8/1,000) - 1 ^ (1) = 17.48%
SHORT-TERM BOND FUND CLASS B
SINCE INCEPTION: (6/12/95 TO 9/30/96):
(1,069.1/1,000) - 1 ^ (365/477) = 5.25%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,042.9/1,000) - 1 ^ (1) = 4.29%
GROWTH FUND CLASS B
SINCE INCEPTION: (6/12/95 TO 9/30/96):
(1,372.4/1,000) - 1 ^ (365/477) = 27.41%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,178.0/1,000) - 1 ^ (1) = 17.80%
<PAGE>
AVERAGE ANNUAL TOTAL RETURN WITH SALES CHARGE DEDUCTED:
T=((ERV/P) - 1) ^ (1/N)
WHERE: T - TOTAL RETURN
ERV - REDEEMABLE VALUE AT THE END OF THE
PERIOD OF A HYPOTHETICAL $1,000
INVESTMENT MADE AT THE BEGINNING OF THE
PERIOD ASSUMING A COMPLETE REDEMPTION AT THE
END OF THE PERIOD AND THE DEDUCTION OF THE
MAXIMUM CONTINGENT DEFERRED SALES LOAD.
P - A HYPOTHETICAL INITIAL INVESTMENT OF
$1,000
N - NUMBER OF YEARS
EXAMPLES:
FOR THE PERIODS ENDED SEPTEMBER 30, 1996:
U.S. GOVERNMENT INCOME FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,130.5/1,000) - 1 ^ (365/700) = 6.60%
ONE YEAR: (9/30/95 TO 9/30/96):
(985.1/1,000) - 1 ^ (1) = -1.49%
BOND FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,125.6/1,000) - 1 ^ (365/700) = 6.36%
ONE YEAR: (9/30/95 TO 9/30/96):
(976.2/1,000) - 1 ^ (1) = -2.38%
CALIFORNIA TAX-FREE FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,139.0/1,000) - 1 ^ (365/700) = 7.02%
ONE YEAR: (9/30/95 TO 9/30/96):
(997.0/1,000) - 1 ^ (1) = -0.30%
MUNICIPAL BOND FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,136.2/1,000) - 1 ^ (365/700) = 6.89%
ONE YEAR: (9/30/95 TO 9/30/96):
(992.2/1,000) - 1 ^ (1) = -0.78%
<PAGE>
GROWTH & INCOME FUND CLASS B
SINCE INCEPTION: (11/1/94 TO 9/30/96):
(1,481.7/1,000) - 1 ^ (365/700) = 22.76%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,124.8/1,000) - 1 ^ (1) = 12.48%
SHORT-TERM BOND FUND CLASS B
SINCE INCEPTION: (6/12/95 TO 9/30/96):
(1,039.1/1,000) - 1 ^ (365/477) = 2.98%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,002.9/1,000) - 1 ^ (1) = 0.29%
GROWTH FUND CLASS B
SINCE INCEPTION: (6/12/95 TO 9/30/96):
(1,332.4/1,000) - 1 ^ (365/477) = 24.56%
ONE YEAR: (9/30/95 TO 9/30/96):
(1,128.0/1,000) - 1 ^ (1) = 12.80%
<PAGE>
30-DAY S.E.C. YIELD CALCULATIONS
30-DAY YIELD = 2 * {{[(A+B)/(C*D)+1]^6}-1}
WHERE A= DIVIDENDS AND INTEREST EARNING DURING THE PERIOD
B= EXPENSES ACCRUED FOR THE PERIOD (NET OF REIMBURSEMENTS)
C= AVERAGE DAILY NUMBER OF SHARES OUTSTANDING DURING THE PERIOD
THAT WERE ENTITLED TO RECEIVE DIVIDENDS
D= MAXIMUM OFFERING PRICE PER SHARE ON THE LAST DAY OF THE
PERIOD
30 DAY YIELDS FOR THE PERIOD ENDED 9/30/96:
U.S. GOVERNMENT INCOME FUND
CLASS A
( 261,728.34-19,403.81 )
2*{{[------------------------ +1]^6}-1} = 6.45%
( 4,846,456.097* 9.43 )
CLASS B
( 20,676.19 - 2,940.51)
2*{{[------------------------ +1]^6}-1} = 6.24%
( 382,890.976 * 9.02 )
BOND FUND
CLASS A
( 163,296.80-12,190.35 )
2*{{[------------------------ +1]^6}-1} = 6.37%
( 3,162,331.841* 9.12 )
CLASS B
( 2,494.75 - 357.75)
2*{{[------------------------ +1]^6}-1} = 6.17%
( 48,373.148 * 8.70 )
CALIFORNIA TAX-FREE FUND
CLASS A
( 93,100.14 -7,596.60 )
2*{{[------------------------ +1]^6}-1} = 4.74%
( 2,635,128.969* 8.30 )
CLASS B
( 14,585.24 - 2,535.40)
2*{{[------------------------ +1]^6}-1} = 4.45%
( 413,454.283 * 7.93 )
<PAGE>
MUNICIPAL BOND FUND
CLASS A
( 28,455.94- 2,351.93 )
2*{{[------------------------ +1]^6}-1} = 4.66%
( 723,620.077* 9.37 )
CLASS B
( 1,857.66 - 326.12)
2*{{[------------------------ +1]^6}-1} = 4.38%
( 47,284.242 * 8.96 )
GROWTH & INCOME FUND
CLASS A
( 172,868.82-49,789.13 )
2*{{[------------------------ +1]^6}-1} = 1.40%
( 6,221,759.407* 17.06 )
CLASS B
( 27,484.05 -14,384.75 )
2*{{[------------------------ +1]^6}-1} = 0.98%
( 991,180.682 * 16.26 )
SHORT-TERM BOND FUND
CLASS A
( 99,864.03- 1,478.03 )
2*{{[------------------------ +1]^6}-1} = 5.77%
( 1,865,323.461* 10.34 )
CLASS B
( 804.48 - 11.84)
2*{{[------------------------ +1]^6}-1} = 5.48%
( 15,029.619 * 9.98 )
<PAGE>
SEVEN DAY YIELD = BASE PERIOD RETURN*365/7
WHERE:
BASE PERIOD RETURN = CHANGE IN VALUE OF A HYPOTHETICAL ACCOUNT
HAVING ONE SHARE AT THE BEGINNING OF THE
PERIOD
FOR THE PERIOD ENDED 9/30/96:
MONEY MARKET FUND
0.000932928*365/7 = 4.86%
TAX-FREE MONEY MARKET FUND
0.000575828*365/7 = 3.00%
<PAGE>
SEVEN DAY EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)^(365/7)]-1
WHERE
BASE PERIOD RETURN = CHANGE IN VALUE OF A HYPOTHETICAL ACCOUNT
HAVING ONE SHARE AT THE BEGINNING OF THE
PERIOD
FOR THE PERIOD ENDED 9/30/96:
MONEY MARKET FUND
[(0.000932928+1)^(365/7)]-1 = 4.98%
TAX-FREE MONEY MARKET FUND
[(0.000575828+1)^(365/7)]-1 = 3.04%
<PAGE>
TAX EQUIVALENT YIELD = YIELD / (1- FEDERAL TAX RATE)
TAX-FREE MONEY MARKET FUND
SEVEN DAY TAX EQUIVALENT YIELD
3.00/(1-.396) = 4.97%
CALIFORNIA TAX-FREE FUND
30 DAY TAX EQUIVALENT YIELD
CLASS A
4.74/(1-.396) = 7.84%
CLASS B
4.45/(1-.396) = 7.37%
MUNICIPAL BOND FUND
30 DAY TAX EQUIVALENT YIELD
CLASS A
4.66/(1-.396) = 7.72%
CLASS B
4.38/(1-.396) = 7.25%
