JAFFRAY FUNDS INC
N-8A, 1995-04-26
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-8A

                          NOTIFICATION OF REGISTRATION
                      FILED PURSUANT TO SECTION 8(a) OF THE
                         INVESTMENT COMPANY ACT OF 1940

          The undersigned investment company hereby notifies the Securities and
Exchange Commission that it registers under and pursuant to the provisions of
Section 8(a) of the Investment Company Act of 1940 and in connection with such
notification of registration submits the following information:

Name:     Jaffray Funds Inc.

Address of Principal Business Office (No. & Street, City, State, Zip Code):

          Piper Jaffray Tower
          222 South Ninth Street
          Minneapolis, MN 55402

Telephone Number (including area code):

          (800) 333-6000

Name and Address of Agent for Service of Process:

          Charles N. Hayssen
          Piper Jaffray Tower
          222 South Ninth Street
          Minneapolis, Minnesota 55402

          Copies to:

          Kathleen L. Prudhomme, Esq.         Stuart Strauss, Esq.
          Dorsey & Whitney P.L.L.P.           Gordon, Altman, Butowsky
          220 South Sixth Street                  Weitzen, Shalov & Wein
          Minneapolis, Minnesota 55402        114 West 47th Street
                                              New York, New York 10036

Check Appropriate Box:

          Registrant is filing a Registration Statement pursuant to Section 8(b)
of the Investment Company Act of 1940 concurrently with the filing of Form N-8A:

                       Yes                X   No
                   ---                   ---

<PAGE>

ITEM 1.        EXACT NAME OF REGISTRANT.

               The name of the Registrant is "Jaffray Funds Inc."

ITEM 2.        INCORPORATION OF REGISTRANT.

               Registrant was organized under the laws of the State of Minnesota
on April 10, 1995.

ITEM 3.        FORM OF ORGANIZATION.

               Registrant was organized as a corporation.

ITEM 4.        CLASSIFICATION OF REGISTRANT.

               Registrant is classified as a management investment company.

ITEM 5.        MANAGEMENT COMPANIES.

               Registrant is an "open-end" management investment company that
will offer its shares in separate series. The only series of Registrant
presently contemplated, ARM Fund, will be a "diversified" series.

ITEM 6.        INVESTMENT ADVISER.

               Registrant's investment adviser is Piper Capital Management
Incorporated, Piper Jaffray Tower, 222 South Ninth Street, Minneapolis,
Minnesota 55402.

ITEM 7.        DIRECTORS AND OFFICERS.

               The directors and officers of Registrant are as follows:

          Name and Address                   Position with the Fund
          ----------------                   ----------------------

          William H. Ellis                   Chairman of the Board
          Piper Jaffray Tower                of Directors
          222 South Ninth Street
          Minneapolis, Minnesota 55402

          David T. Bennett                   Director
          3400 City Center
          33 South Sixth Street
          Minneapolis, Minnesota 55402

          Jaye F. Dyer                       Director
          4670 Norwest Center
          90 South Seventh Street
          Minneapolis, Minnesota 55402

<PAGE>

          Name and Address                   Position with the Fund
          ----------------                   ----------------------

          Karol D. Emmerich                  Director
          7302 Claredon Drive
          Edina, MN 55439

          Luella G. Goldberg                 Director
          7019 Tupa Drive
          Edina, Minnesota 55439

          John T. Golle                      Director
          1600 W. 82nd Street
          Minneapolis, Minnesota 55431

          George Latimer                     Director
          754 Linwood Avenue
          St. Paul, Minnesota 55105

          Paul A. Dow                        President
          Piper Jaffray Tower
          222 South Ninth Street
          Minneapolis, MN 55402

          Michael P. Jansen                  Senior Vice President
          Piper Jaffray Tower
          222 South Ninth Street
          Minneapolis, MN 55402

          Robert H. Nelson                   Senior Vice President
          Piper Jaffray Tower
          222 South Ninth Street
          Minneapolis, MN 55402

          Amy K. Johnson                     Vice President
          Piper Jaffray Tower
          222 South Ninth Street
          Minneapolis, MN 55402

          Thomas S. McGlinch                 Vice President
          Piper Jaffray Tower
          222 South Ninth Street
          Minneapolis, MN 55402

          David E. Rosedahl                  Secretary
          Piper Jaffray Tower
          222 South Ninth Street
          Minneapolis, MN 55402

<PAGE>

          Name and Address                   Position with the Fund
          ----------------                   ----------------------

          Charles N. Hayssen                 Treasurer
          Piper Jaffray Tower
          222 South Ninth Street
          Minneapolis, MN 55402

ITEM 8.        UNINCORPORATED INVESTMENT COMPANIES.

               Not applicable.

ITEM 9.        SHARE ISSUANCE.

               (a)  Registrant is not currently issuing and offering its shares
directly to the public.

               (b)  Not applicable.

               (c)  Registrant presently proposes to make a public offering of
its shares in connection with the merger of American Adjustable Rate Term Trust
Inc.--1996, American Adjustable Rate Term Trust Inc.--1997, American Adjustable
Rate Term Trust Inc.--1998 and American Adjustable Rate Term Trust Inc.--1999
with and into Registrant, as described in Registrant's Registration Statement on
Form N-14 being filed simultaneously herewith.  In addition, Registrant
presently proposes to make a continuous offering of its securities following
such merger, pursuant to a Registration Statement on Form N1-A to be filed
within three months.

               (d)  Registrant does not have any shares currently issued and
outstanding.

               (e)  Not applicable.

ITEM 10.       VALUE OF ASSETS.

               Registrant currently has no assets.

ITEM 11.       SMALL BUSINESS INVESTMENT COMPANY.

               Registrant has not applied and does not intend to apply for a
license to operate as a small business investment company under the Small
Business Investment Act of 1958.

ITEM 12.       PERIODIC REPORTS.

               Not applicable.

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has caused this notification of registration to be duly signed on its
behalf in the City of Minneapolis and State of Minnesota on the 25th day of
April, 1995.


                                                  JAFFRAY FUNDS INC.


                                             By  /s/ Paul A. Dow
                                                -------------------------------
                                                  Paul A. Dow
                                                  President

Attest:


By   /s/ David E. Rosedahl
    ------------------------------------
     David E. Rosedahl
     Secretary



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