STATEMENT OF ADDITIONAL INFORMATION

DATED OCTOBER 28, 2008

TAX FREE FUNDS
ARIZONA TAX FREE FUND
CALIFORNIA INTERMEDIATE TAX FREE FUND
CALIFORNIA TAX FREE FUND
COLORADO INTERMEDIATE TAX FREE FUND
COLORADO TAX FREE FUND
INTERMEDIATE TAX FREE FUND
MINNESOTA INTERMEDIATE TAX FREE FUND
MINNESOTA TAX FREE FUND
MISSOURI TAX FREE FUND
NEBRASKA TAX FREE FUND
OHIO TAX FREE FUND
OREGON INTERMEDIATE TAX FREE FUND
SHORT TAX FREE FUND
TAX FREE FUND

BOND FUNDS
CORE BOND FUND
HIGH INCOME BOND FUND
INFLATION PROTECTED SECURITIES FUND
INTERMEDIATE GOVERNMENT BOND FUND
INTERMEDIATE TERM BOND FUND
SHORT TERM BOND FUND
TOTAL RETURN BOND FUND
U.S. GOVERNMENT MORTGAGE FUND

This Statement of Additional Information relates to the Class A, Class B, Class C, Class R and Class Y Shares of the funds named above (the "Funds"), each of which is a series of First American Investment Funds, Inc. ("FAIF"). This Statement of Additional Information is not a prospectus, but should be read in conjunction with the current Prospectuses dated October 28, 2008. The financial statements included as part of the Funds' Annual Reports to shareholders for the fiscal period ended June 30, 2008 for all funds are incorporated by reference into this Statement of Additional Information. This Statement of Additional Information is incorporated into the Funds' Prospectuses by reference. To obtain copies of Prospectuses or the Funds' Annual Report(s) at no charge, write the Funds' distributor, Quasar Distributors, LLC, 615 East Michigan Street, Milwaukee, WI 53202, or call Investor Services at 800 677-FUND. Please retain this Statement of Additional Information for future reference.

NOTE REGARDING PROPOSED FUND MERGERS

The Board of Directors of FAIF has approved the merger of California Intermediate Tax Free Fund into California Tax Free Fund and the merger of Colorado Intermediate Tax Free Fund into Colorado Tax Free Fund. The mergers must be approved by the shareholders of California Intermediate Tax Free Fund and Colorado Intermediate Tax Free Fund, respectively. It is currently anticipated that proxy materials regarding the mergers will be distributed to shareholders sometime during the fourth quarter of 2008. Until the mergers are completed, California Intermediate Tax Free Fund and Colorado Intermediate Tax Free Fund will remain open for investment by both current and new shareholders.

TABLE OF CONTENTS

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                                                                      ----------
GENERAL INFORMATION ................................................           1
ADDITIONAL INFORMATION CONCERNING FUND INVESTMENTS .................           1
   Asset-Backed Securities .........................................           2
   Brady Bonds .....................................................           2
   Collateralized Debt Obligations .................................           3
   Corporate Debt Securities .......................................           3
   Closed-End Investment Companies .................................           3
   Debt Obligations Rated Less Than Investment Grade ...............           3
   Dollar Rolls ....................................................           4
   Equity and Convertible Securities ...............................           4
   Exchange Traded Funds ...........................................           5
   Fixed and Floating Rate Debt Obligations ........................           5
   Foreign Currency Transactions ...................................           5
   Foreign Securities ..............................................           6
   Futures and Options on Futures ..................................           8
   Guaranteed Investment Contracts .................................          11
   Inflation Protected Securities ..................................          11
   Interest Rate Caps and Floors ...................................          12
   Inverse Floating Rate Municipal Obligations .....................          12
   Lending of Portfolio Securities .................................          12
   Mortgage-Backed Securities ......................................          13
   Municipal Bonds and Other Municipal Obligations .................          15
   Options Transactions ............................................          17
   Participation Interests .........................................          19
   Payment-In-Kind Debentures and Delayed Interest Securities ......          19
   Real Estate Investment Trust ("REIT") Securities ................          19
   Repurchase Agreements ...........................................          20
   Royalty Trusts ..................................................          20
   Short-Term Temporary Investments ................................          21
   Swap Agreements .................................................          22
   Temporary Taxable Investments ...................................          23
   Trust Preferred Securities ......................................          23
   U.S. Government Securities ......................................          24
   When-Issued and Delayed Delivery Transactions ...................          24
   Zero Coupon Securities ..........................................          25
   Special Factors Affecting Single State Tax Free Funds ...........          25
INVESTMENT RESTRICTIONS ............................................          41
FUND NAMES .........................................................          43
DISCLOSURE OF PORTFOLIO HOLDINGS ...................................          44
   Public Disclosure ...............................................          44
   Nonpublic Disclosure ............................................          44
DIRECTORS AND EXECUTIVE OFFICERS ...................................          46
   Independent Directors ...........................................          46
   Executive Officers ..............................................          47
   Standing Committees of the Board of Directors ...................          49

   Fund Shares Owned by the Directors ..............................          51
   Compensation ....................................................          51
   Sales Loads .....................................................          52
CODE OF ETHICS .....................................................          52
PROXY VOTING POLICIES ..............................................          52
INVESTMENT ADVISORY AND OTHER SERVICES FOR THE FUNDS ...............          53
   Investment Advisor ..............................................          53
   Additional Payments to Financial Intermediaries .................          54
   Administrator ...................................................          58
   Transfer Agent ..................................................          59
   Distributor .....................................................          60
   Custodian and Independent Registered Public Accounting Firm .....          64
PORTFOLIO MANAGERS .................................................          64
   Other Accounts Managed ..........................................          64
   Compensation ....................................................          65
   Ownership of Fund Shares ........................................          66
PORTFOLIO TRANSACTIONS AND ALLOCATION OF BROKERAGE .................          67
CAPITAL STOCK ......................................................          69
NET ASSET VALUE AND PUBLIC OFFERING PRICE ..........................          82
TAXATION ...........................................................          85
ADDITIONAL INFORMATION ABOUT CERTAIN SHAREHOLDER SERVICES ..........          87
   Reducing Class A Sales Charges ..................................          87
   Sales of Class A Shares at Net Asset Value ......................          87
   Class A Shares Reinvestment Right ...............................          88
   Redeeming Shares by Telephone ...................................          88
   Redeeming Shares by Mail ........................................          89
   Receipt of Orders by Financial Intermediaries ...................          89
   Redemptions Before Purchase Instruments Clear ...................          89
   Research Requests ...............................................          89
FINANCIAL STATEMENTS ...............................................          89
RATINGS ............................................................  Appendix A
PROXY VOTING POLICIES AND PROCEDURES ...............................  Appendix B

GENERAL INFORMATION

First American Investment Funds, Inc. ("FAIF") was incorporated in the State of Maryland on August 20, 1987 under the name "SECURAL Mutual Funds, Inc." The Board of Directors and shareholders, at meetings held January 10, 1991, and April 2, 1991, respectively, approved amendments to the Articles of Incorporation providing that the name "SECURAL Mutual Funds, Inc." be changed to "First American Investment Funds, Inc."

FAIF is organized as a series fund and currently issues its shares in 43 series. Each series of shares represents a separate investment portfolio with its own investment objective and policies (in essence, a separate mutual fund). The series of FAIF to which this Statement of Additional Information relates are named on the cover. These series are referred to in this Statement of Additional Information as the "Funds."

For purposes of this Statement of Additional Information, "Bond Funds," and "Tax Free Funds" shall consist of the Funds identified as such on the cover of this Statement of Additional Information. The Funds are open-end management investment companies and, except for the Tax Free Funds (other than Intermediate Tax Free Fund, Short Tax Free Fund, and Tax Free Fund), are diversified investment companies. The Tax Free Funds (other than Intermediate Tax Free Fund, Short Tax Free Fund, and Tax Free Fund) are non-diversified investment companies.

Shareholders may purchase shares of each Fund through five separate classes, Class A, Class B (except for certain Bond Funds and the Tax Free Funds), Class C (except certain Bond Funds and certain Tax Free Funds), Class R (except for certain Bond Funds and the Tax Free Funds) and Class Y, which provide for variations in distribution costs, shareholder servicing fees, voting rights and dividends. To the extent permitted by the Investment Company Act of 1940, as amended ("1940 Act"), the Funds may also provide for variations in other costs among the classes. In addition, a sales load is imposed on the sale of Class A, Class B and Class C Shares of the Funds. Except for the foregoing differences among the classes pertaining to costs and fees, each share of each Fund represents an equal proportionate interest in that Fund.

The Articles of Incorporation and Bylaws of FAIF provide that meetings of shareholders be held as determined by the Board of Directors and as required by the 1940 Act. Maryland corporation law requires a meeting of shareholders to be held upon the written request of shareholders holding 10% or more of the voting shares of FAIF, with the cost of preparing and mailing the notice of such meeting payable by the requesting shareholders. The 1940 Act requires a shareholder vote for, among other things, all amendments to fundamental investment policies and restrictions, for approval of investment advisory contracts and amendments thereto, and for amendments to Rule 12b-1 distribution plans.

This Statement of Additional Information may also refer to affiliated investment companies, including: First American Funds, Inc. ("FAF"); First American Strategy Funds, Inc. ("FASF"); Mount Vernon Securities Lending Trust (the "Mount Vernon Trust"); and eight separate closed-end funds (American Strategic Income Portfolio Inc., American Strategic Income Portfolio Inc.--II, American Strategic Income Portfolio Inc.--III, American Municipal Income Portfolio Inc., Minnesota Municipal Income Portfolio Inc., First American Minnesota Municipal Income Fund II, Inc., American Select Portfolio Inc., and American Income Fund, Inc.), collectively referred to as the First American Closed-End Funds ("FACEF").

ADDITIONAL INFORMATION CONCERNING FUND INVESTMENTS

The principal investment strategies of each Fund are set forth in that Fund's Prospectuses. Additional information concerning principal investment strategies of the Funds, and other investment strategies that may be used by the Funds, is set forth below. The Funds have attempted to identify investment strategies that will be employed in pursuing each Fund's investment objective. Additional information concerning the Funds' investment restrictions is set forth below under "Investment Restrictions."

If a percentage limitation on investments by a Fund stated in this SAI or the Prospectuses is adhered to at the time of an investment, a later increase or decrease in percentage resulting from changes in asset value will not be deemed to violate the limitation except in the case of the limitations on borrowing. A Fund which is limited to investing in securities with specified ratings or of a certain credit quality is not required to sell a security if its rating is reduced or its credit quality declines after purchase, but the Fund may consider doing so. Descriptions of the rating categories of

Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("Standard & Poor's"), Fitch, Inc. ("Fitch") and Moody's Investors Service, Inc. ("Moody's) are contained in Appendix A.

ASSET-BACKED SECURITIES

Core Bond Fund, Inflation Protected Securities Fund, Intermediate Term Bond Fund, Short Term Bond Fund, and Total Return Bond Fund may invest in asset-backed securities as a principal investment strategy. High Income Bond Fund and U.S. Government Mortgage Fund may invest in such securities as a non-principal investment strategy. Asset-backed securities generally constitute interests in, or obligations secured by, a pool of receivables other than mortgage loans, such as automobile loans and leases, credit card receivables, home equity loans and trade receivables. Asset-backed securities generally are issued by a private special-purpose entity. Their ratings and creditworthiness typically depend on the legal insulation of the issuer and transaction from the consequences of a sponsoring entity's bankruptcy, as well as on the credit quality of the underlying receivables and the amount and credit quality of any third-party credit enhancement supporting the underlying receivables or the asset-backed securities. Asset-backed securities and their underlying receivables generally are not issued or guaranteed by any governmental entity.

BRADY BONDS

High Income Bond Fund and Total Return Bond Fund may invest in U.S. dollar-denominated "Brady Bonds" as a non-principal investment strategy. These foreign debt obligations, which may be fixed rate par bonds or floating rate discount bonds, are generally collateralized in full as to repayment of principal at maturity by U.S. Treasury zero-coupon obligations that have the same maturity as the Brady Bonds. Interest payments on these Brady Bonds generally are collateralized on a one-year or longer rolling-forward basis by cash or securities in an amount that, in the case of fixed rate bonds, is equal to at least one year of interest payments or, in the case of floating rate bonds, initially is equal to at least one year's interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter. Brady Bonds can be viewed as having three or four valuation components: (i) the collateralized repayment of principal at final maturity;
(ii) the collateralized interest payments; (iii) the uncollateralized interest payments; and (iv) any uncollateralized repayment of principal at maturity. Those uncollateralized amounts constitute what is called the "residual risk."

If there is a default on collateralized Brady Bonds resulting in acceleration of the payment obligations of the issuer, the zero-coupon U.S. Treasury securities held as collateral for the payment of principal will not be distributed to investors, nor will those obligations be sold to distribute the proceeds. The collateral will be held by the collateral agent to the scheduled maturity of the defaulted Brady Bonds. The defaulted bonds will continue to remain outstanding, and the face amount of the collateral will equal the principal payments which would have then been due on the Brady Bonds in the normal course. Because of the residual risk of Brady Bonds and the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds, Brady Bonds are considered speculative investments.

COLLATERALIZED DEBT OBLIGATIONS

The Bond Funds, other than Intermediate Government Bond Fund and U.S. Government Mortgage Securities Fund, may invest in Collateralized Debt Obligations ("CDOs") as a non-principal investment strategy. Similar to CMOs described below under "--Mortgage-Backed Securities," CDOs are debt obligations typically issued by a private special-purpose entity and collateralized principally by debt securities (including, for example, high-yield, high-risk bonds, structured finance securities including asset-backed securities, CDOs, mortgage-backed securities and REITs) or corporate loans. The special purpose entity typically issues one or more classes (sometimes referred to as "tranches") of rated debt securities, one or more unrated classes of debt securities that are generally treated as equity interests, and a residual equity interest. The tranches of CDOs typically have different interest rates, projected weighted average lives and ratings, with the higher rated tranches paying lower interest rates. One or more forms of credit enhancement are almost always necessary in a CDO structure to obtain the desired credit ratings for the most highly rated debt securities issued by the CDO. The types of credit enhancement used include "internal" credit enhancement provided by the underlying assets themselves, such as subordination, excess spread and cash collateral accounts, hedges provided by interest rate swaps, and "external" credit enhancement provided by third parties, principally financial guaranty insurance issued by monoline insurers. Despite this credit enhancement, CDO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and the disappearance of lower rated protecting tranches, market anticipation of defaults, as well as aversion to CDO securities as a class. CDOs can be less liquid than other publicly held debt issues, and require additional structural analysis.

CORPORATE DEBT SECURITIES

The Bond Funds, other than Intermediate Government Bond Fund and U.S. Government Mortgage Fund, may invest in corporate debt securities as a principal investment strategy. U.S. Government Mortgage Fund may invest in such securities as a non-principal investment strategy. Corporate debt securities are fully taxable debt obligations issued by corporations. These securities fund capital improvements, expansions, debt refinancing or acquisitions that require more capital than would ordinarily be available from a single lender. Investors in corporate debt securities lend money to the issuing corporation in exchange for interest payments and repayment of the principal at a set maturity date. Rates on corporate debt securities are set according to prevailing interest rates at the time of the issue, the credit rating of the issuer, the length of the maturity and other terms of the security, such as a call feature. Corporate debt securities are subject to the risk of an issuer's inability to meet principal and interest payments on the obligations and may also be subject to price volatility due to such factors as market interest rates, market perception of the creditworthiness of the issuer and general market liquidity. In addition, corporate restructurings, such as mergers, leveraged buyouts, takeovers or similar corporate transactions are often financed by an increase in a corporate issuer's debt securities. As a result of the added debt burden, the credit quality and market value of an issuer's existing debt securities may decline significantly.

CLOSED-END INVESTMENT COMPANIES

The Bond Funds may invest up to 10% of their total assets in common or preferred shares of closed-end investment companies that invest in Fund-eligible investments, to the extent permitted under the 1940 Act. Shares of certain closed-end investment companies may at times be acquired only at market prices representing premiums to their net asset values. Shares acquired at a premium to their net asset value may be more likely to subsequently decline in price, resulting in a loss to the Fund and its shareholders. If a Fund acquires shares of closed-end investment companies, Fund shareholders would bear both their proportionate share of the expenses of the Fund (including management and advisory fees) and, indirectly, the expenses of such closed-end investment companies.

DEBT OBLIGATIONS RATED LESS THAN INVESTMENT GRADE

Core Bond Fund, Inflation Protected Securities Fund, Short Term Bond Fund, Total Return Bond Fund, and the Tax Free Funds may invest in both investment grade and non-investment grade debt obligations. High Income Bond Fund invests primarily in non-investment grade debt obligations. Debt obligations rated less than "investment grade" are sometimes referred to as "high yield securities" or "junk bonds." To be consistent with the ratings methodology used by Lehman Brothers, the provider of the benchmarks of the Bond Funds, a debt obligation is considered to be rated "investment grade" if two of Moody's, Standard & Poor's and Fitch rate the security investment-grade (i.e. at least Baa, BBB and BBB, respectively). If ratings are provided by only two of those rating agencies, the more conservative rating is used to determine whether the security is investment-grade. If only one of those rating agencies provides a rating, that rating is used. Inflation Protected Securities Fund and the Tax Free Funds may invest in non-investment grade debt obligations rated at least B by two of Standard & Poor's, Moody's and Fitch, unless only one of those rating agencies rates the security, in which case that rating must be at least B, or in unrated securities determined to be of comparable quality by FAF Advisors, Inc., the Funds' investment advisor ("FAF Advisors" or the "Advisor"). Core Bond Fund, Short Term Bond Fund, and Total Return Bond Fund may not invest in non-investment grade debt obligations rated by two of Standard & Poor's, Fitch and Moody's lower than CCC, CCC or Caa, respectively, unless only one of those rating agencies rates the security, in which case that rating must be at least CCC or Caa, or in unrated securities determined to be of comparable quality by the Advisor. There are no minimum rating requirements for High Income Bond Fund (which means that the Fund may invest in bonds in default).

The "equity securities" in which certain Funds may invest include corporate debt obligations which are convertible into common stock. These convertible debt obligations may include non-investment grade obligations.

Yields on non-investment grade debt obligations will fluctuate over time. The prices of such obligations have been found to be less sensitive to interest rate changes than higher rated obligations, but more sensitive to adverse economic changes or individual corporate developments. Also, during an economic downturn or period of rising interest rates, highly leveraged issuers may experience financial stress which could adversely affect their ability to service principal and interest payment obligations, to meet projected business goals, and to obtain additional financing. In addition, periods of economic uncertainty and changes can be expected to result in increased volatility of market prices of non-investment grade debt obligations. If the issuer of a security held by a Fund defaulted, the Fund might incur additional expenses to seek recovery.

In addition, the secondary trading market for non-investment grade debt obligations may be less developed than the market for investment grade obligations. This may make it more difficult for a Fund to value and dispose of such obligations. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of non-investment grade obligations, especially in a thin secondary trading market.

Certain risks also are associated with the use of credit ratings as a method for evaluating non-investment grade debt obligations. For example, credit ratings evaluate the safety of principal and interest payments, not the market value risk of such obligations. In addition, credit rating agencies may not timely change credit ratings to reflect current events. Thus, the success of a Fund's use of non-investment grade debt obligations may be more dependent on the Advisor's own credit analysis than is the case with investment grade obligations.

DOLLAR ROLLS

The Bond Funds other than Intermediate Government Bond Fund may enter into mortgage "dollar rolls" in which a Fund sells securities and simultaneously contracts with the same counterparty to repurchase similar (same type, coupon and maturity) but not identical securities on a specified future date. Core Bond Fund, Intermediate Term Bond Fund, and Total Return Bond Fund do so as a principal investment strategy. In a mortgage dollar roll, a Fund gives up the right to receive principal and interest paid on the securities sold. However, the Fund would benefit to the extent of any difference between the price received for the securities sold and the lower forward price for the future purchase plus any fee income received. Unless such benefits exceed the income, capital appreciation and gain or loss due to mortgage prepayments that would have been realized on the securities sold as part of the mortgage dollar roll, the use of this technique will diminish the investment performance of the Fund compared with what such performance would have been without the use of mortgage dollar rolls. The Fund will segregate until the settlement date cash or liquid securities in an amount equal to the forward purchase price.

EQUITY AND CONVERTIBLE SECURITIES

As a non-principal investment strategy, High Income Bond Fund and Total Return Bond Fund may invest in equity securities, including common stock, master limited partnership (MLP) and other partnership units. The advisor anticipates that such investments will consist predominantly of income-oriented equity securities or partnership units. Common stock represents units of ownership in a corporation. Owners typically are entitled to vote on the selection of directors and other important matters as well as to receive dividends on their holdings. In the event that a corporation is liquidated, the claims of secured and unsecured creditors and owners of bonds and preferred stock take precedence over the claims of those who own common stock. The price of common stock is generally determined by corporate earnings, type of products or services offered, projected growth rates, experience of management, liquidity, and general market conditions for the markets on which the stock trades. Stocks may decline significantly in price over short or extended periods of time. Price changes may occur in the market as a whole, or they may occur in only a particular country, company, industry, or sector of the market. In addition, the types of stocks in which a particular fund invests may underperform the market or may not pay dividends as anticipated.

MLPs are limited partnerships in which the ownership units (i.e., limited partnership interests) are publicly traded. MLP units are registered with the SEC and are freely traded on a securities exchange or in the over-the-counter market. Many MLPs operate in the oil and gas related businesses, including energy processing and distribution. Many MLPs are pass-through entities that generally are taxed at the unit holder level and are not subject to federal or state income tax at the partnership level. Annual income, gains, losses, deductions and credits of an MLP pass through directly to its unitholders. Distributions from an MLP may consist in part of a return of capital. Generally, an MLP is operated under the supervision of one or more general partners. Limited partners are not involved in the day-to-day management of the partnership. The risks of investing in an MLP are generally those involved in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded investors in an MLP than investors in a corporation. Investments held by MLPs may be relatively illiquid, limiting the MLPs' ability to vary their portfolios promptly in response to changes in economic or other conditions. MLPs may have limited financial resources, their securities may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly-based companies. Investment in MLPs by High Income Bond Fund and Total Return Bond Fund also subject these Funds to the risks associated with the specific industry or industries in which the MLPs invest. Additionally, since MLPs generally conduct business in multiple states, the Funds may be subject to income or franchise tax in each of the states in which the partnership does business. The additional cost of

preparing and filing the tax returns and paying the related taxes may adversely impact the Funds' return on their investment in MLPs.

The Bond Funds other than Intermediate Government Bond Fund, U.S. Government Mortgage Fund, and Short Term Bond Fund, may invest in preferred stock as a non-principal investment strategy. Preferred stock, unlike common stock, offers a stated dividend rate payable from the issuer's earnings. Preferred stock dividends may be cumulative or non-cumulative, participating, or auction rate. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of preferred stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as call/redemption provisions prior to maturity, a negative feature when interest rates decline.

All of the Bond Funds other than Intermediate Government Bond Fund, as a non-principal investment strategy, may invest in debt securities which are convertible into or exchangeable for, or which carry warrants or other rights to acquire, common or preferred stocks. Equity interests acquired through conversion, exchange or exercise of rights to acquire stock will be disposed of by each of the Bond Funds as soon as practicable in an orderly manner (except that the Bond Funds that may invest in common stocks and/or preferred stocks directly are not required to dispose of any stock so acquired).

EXCHANGE TRADED FUNDS

The Funds other than Intermediate Government Bond Fund may invest in exchange traded funds ("ETFs") as a non-principal investment strategy. These are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track a particular market index. Each Fund could purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile and ETFs have management fees that increase their costs.

FIXED AND FLOATING RATE DEBT OBLIGATIONS

The debt obligations in which the Bond Funds invest as either a principal or non-principal investment strategy may have either fixed or floating rates. Floating rate securities are generally offered at an initial interest rate which is at or above prevailing market rates. The interest rate paid on these securities is then reset periodically (commonly every 90 days) to an increment over some predetermined interest rate index. Commonly utilized indices include the three-month Treasury bill rate, the 180-day Treasury bill rate, the one-month or three-month London Interbank Offered Rate (LIBOR), the prime rate of a bank, the commercial paper rates, or the longer-term rates on U.S. Treasury securities. Fixed rate securities tend to exhibit more price volatility during times of rising or falling interest rates than securities with floating rates of interest. This is because floating rate securities behave like short-term instruments in that the rate of interest they pay is subject to periodic adjustments based on a designated interest rate index. Fixed rate securities pay a fixed rate of interest and are more sensitive to fluctuating interest rates. In periods of rising interest rates the value of a fixed rate security is likely to fall. Fixed rate securities with short-term characteristics are not subject to the same price volatility as fixed rate securities without such characteristics. Therefore, they behave more like floating rate securities with respect to price volatility.

FOREIGN CURRENCY TRANSACTIONS

Core Bond Fund, Inflation Protected Securities Fund, Short Term Bond Fund and Total Return Bond Fund may invest in securities which are purchased and sold in foreign currencies. The value of the Funds' assets as measured in U.S. dollars therefore may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations. The Funds also will incur costs in converting U.S. dollars to local currencies, and vice versa. The Funds therefore may enter into foreign currency transactions as a principal investment strategy.

The Funds will conduct their foreign currency transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market, or through forward foreign currency exchange contracts ("forward currency contracts") to purchase or sell foreign currencies at a future date.

The Funds may enter into forward currency contracts in order to hedge against adverse movements in exchange rates between currencies. The Funds may engage in "transaction hedging" to protect against a change in the foreign currency exchange rate between the date a Fund contracts to purchase or sell a security and the settlement date,

or to "lock in" the U.S. dollar equivalent of a dividend or interest payment made in a foreign currency. They also may engage in "portfolio hedging" to protect against a decline in the value of their portfolio securities as measured in U.S. dollars which could result from changes in exchange rates between the U.S. dollar and the foreign currencies in which the portfolio securities are purchased and sold. The Funds also may hedge foreign currency exchange rate risk by engaging in foreign currency futures and options transactions.

Although a foreign currency hedge may be effective in protecting a Fund from losses resulting from unfavorable changes in exchanges rates between the U.S. dollar and foreign currencies, it also would limit the gains which might be realized by the Fund from favorable changes in exchange rates. The Advisor's decision whether to enter into currency hedging transactions will depend in part on its view regarding the direction and amount in which exchange rates are likely to move. The forecasting of movements in exchange rates is extremely difficult, so that it is highly uncertain whether a hedging strategy, if undertaken, would be successful. To the extent that the advisor's view regarding future exchange rates proves to have been incorrect, a Fund may realize losses on its foreign currency transactions.

Forward Currency Contracts. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded directly between currency traders (usually large commercial banks) and their customers. A Fund will not enter into such forward contracts or maintain a net exposure in such contracts where it would be obligated to deliver an amount of foreign currency in excess of the value of its securities or other assets denominated in that currency. Each Fund will comply with applicable Securities and Exchange Commission ("SEC") positions requiring it to segregate assets to cover its commitments with respect to such contracts. The Funds generally will not enter into a forward currency contract with a term longer than one year.

Foreign Currency Futures Transactions. Unlike forward foreign currency exchange contracts, foreign currency futures contracts and options on foreign currency futures contracts are standardized as to amount and delivery period and may be traded on boards of trade and commodities exchanges or directly with a dealer which makes a market in such contracts and options. It is anticipated that such contracts may provide greater liquidity and lower cost than forward foreign currency exchange contracts. As part of their financial futures transactions, the Funds may use foreign currency futures contracts and options on such futures contracts. Through the purchase or sale of such contracts, the Funds may be able to achieve many of the same objectives as through investing in forward foreign currency exchange contracts.

Foreign Currency Options. A foreign currency option provides the option buyer with the right to buy or sell a stated amount of foreign currency at the exercise price at a specified date or during the option period. A call option gives its owner the right, but not the obligation, to buy the currency, while a put option gives its owner the right, but not the obligation, to sell the currency. The option seller (writer) is obligated to fulfill the terms of the option sold if it is exercised. However, either seller or buyer may close its position during the option period in the secondary market for such options at any time prior to expiration.

A foreign currency call option rises in value if the underlying currency appreciates. Conversely, a foreign currency put option rises in value if the underlying currency depreciates. While purchasing a foreign currency option may protect a Fund against an adverse movement in the value of a foreign currency, it would limit the gain which might result from a favorable movement in the value of the currency. For example, if the Fund were holding securities denominated in an appreciating foreign currency and had purchased a foreign currency put to hedge against a decline in the value of the currency, it would not have to exercise its put. In such an event, however, the amount of the Fund's gain would be offset in part by the premium paid for the option. Similarly, if the Fund entered into a contract to purchase a security denominated in a foreign currency and purchased a foreign currency call to hedge against a rise in the value of the currency between the date of purchase and the settlement date, the Fund would not need to exercise its call if the currency instead depreciated in value. In such a case, the Fund could acquire the amount of foreign currency needed for settlement in the spot market at a lower price than the exercise price of the option.

FOREIGN SECURITIES

General. Core Bond Fund, High Income Bond Fund, Inflation Protected Securities Fund, Intermediate Term Bond Fund, Short Term Bond Fund, and Total Return Bond Fund may invest in foreign securities as a principal investment strategy.

Core Bond Fund, High Income Bond Fund, Intermediate Term Bond Fund, and Short Term Bond Fund may invest up to 25% of total assets, and Inflation Protected Securities Fund and Total Return Bond Fund each may invest without limitation, in foreign securities payable in U.S. dollars. These securities may include securities issued or guaranteed by (i) the Government of Canada, any Canadian Province or any instrumentality and political subdivision thereof; (ii) any other foreign government agency or instrumentality; (iii) foreign subsidiaries of U.S. corporations and (iv) foreign issuers having total capital and surplus at the time of investment of at least $1 billion. In addition, up to 20% of the net assets of Inflation Protected Securities Fund, 20% of the total assets of Total Return Bond Fund, and 10% of the total assets of Core Bond Fund and Short Term Bond Fund may be invested in non-dollar denominated foreign securities.

Investment in foreign securities is subject to special investment risks that differ in some respects from those related to investments in securities of U.S. domestic issuers. These risks include political, social or economic instability in the country of the issuer, the difficulty of predicting international trade patterns, the possibility of the imposition of exchange controls, expropriation, limits on removal of currency or other assets, nationalization of assets, foreign withholding and income taxation, and foreign trading practices (including higher trading commissions, custodial charges and delayed settlements). Foreign securities also may be subject to greater fluctuations in price than securities issued by U.S. corporations. The principal markets on which these securities trade may have less volume and liquidity, and may be more volatile, than securities markets in the United States.

In addition, there may be less publicly available information about a foreign company than about a U.S. domiciled company. Foreign companies generally are not subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to U.S. domestic companies. There is also generally less government regulation of securities exchanges, brokers and listed companies abroad than in the United States. Confiscatory taxation or diplomatic developments could also affect investment in those countries. In addition, foreign branches of United States banks, foreign banks and foreign issuers may be subject to less stringent reserve requirements and to different accounting, auditing, reporting, and record keeping standards than those applicable to domestic branches of United States banks and U.S. domestic issuers.

Emerging Markets. Core Bond Fund, High Income Bond Fund, Short Term Bond Fund, and Total Return Bond Fund may invest in securities issued by the governmental and corporate issuers that are located in emerging market countries as a principal investment strategy. Inflation Protected Securities Fund and Intermediate Term Bond Fund may invest in such securities as a non-principal investment strategy. Investments in securities of issuers in emerging market countries may be subject to potentially higher risks than investments in developed countries. These risks include (i) less social, political and economic stability; (ii) the small current size of the markets for such securities and the currently low or nonexistent volume of trading, which may result in a lack of liquidity and in greater price volatility; (iii) certain national policies which may restrict the Fund's investment opportunities, including restrictions on investment in issuers or industries deemed sensitive to national interests;
(iv) foreign taxation; (v) the absence of developed structures governing private or foreign investment or allowing for judicial redress for injury to private property; (vi) the limited development and recent emergence, in certain countries, of a capital market structure or market-oriented economy; and (vii) the possibility that recent favorable economic developments in certain countries may be slowed or reversed by unanticipated political or social events in such countries.

Despite the dissolution of the Soviet Union, the Communist Party may continue to exercise a significant role in certain (particularly Eastern European) countries. To the extent of the Communist Party's influence, investments in such countries will involve risks of nationalization, expropriation and confiscatory taxation. The communist governments of a number of such countries expropriated large amounts of private property in the past, in many cases without adequate compensation, and there can be no assurance that such expropriation will not occur in the future. In the event of such expropriation, the Fund could lose a substantial portion of any investments it has made in the affected countries. Further, no accounting standards exist in many developing countries. Finally, even though certain currencies may be convertible into U.S. dollars, the conversion rates may be artificial to the actual market values and may be adverse to Fund shareholders.

Certain countries, which do not have market economies, are characterized by an absence of developed legal structures governing private and foreign investments and private property. Certain countries require governmental approval prior to investments by foreign persons, or limit the amount of investment by foreign persons in a particular company, or limit the investment of foreign persons to only a specific class of securities of a company that may have less advantageous terms than securities of the company available for purchase by nationals.

Authoritarian governments in certain countries may require that a governmental or quasi-governmental authority act as custodian of the Fund's assets invested in such country. To the extent such governmental or quasi-governmental authorities do not satisfy the requirements of the 1940 Act to act as foreign custodians of the Fund's cash and securities, the Fund's investment in such countries may be limited or may be required to be effected through intermediaries. The risk of loss through governmental confiscation may be increased in such countries.

Depositary Receipts. The Funds' investments in foreign securities may include investment in depositary receipts, including American Depositary Receipts (ADRs) and European Depositary Receipts (EDRs). U.S. dollar-denominated ADRs, which are traded in the United States on exchanges or over-the-counter, are issued by domestic banks. ADRs represent the right to receive securities of foreign issuers deposited in a domestic bank or a correspondent bank. ADRs do not eliminate all the risk inherent in investing in the securities of foreign issuers. However, by investing in ADRs rather than directly in foreign issuers' stock, a Fund can avoid currency risks during the settlement period for either purchases or sales. In general, there is a large, liquid market in the United States for many ADRs. The information available for ADRs is subject to the accounting, auditing and financial reporting standards of the domestic market or exchange on which they are traded, which standards are more uniform and more exacting than those to which many foreign issuers may be subject. The Funds may also invest in EDRs and in other similar instruments representing securities of foreign companies. EDRs are securities that are typically issued by foreign banks or foreign trust companies, although U.S. banks or U.S. trust companies may issue them. EDRs are structured similarly to the arrangements of ADRs. EDRs, in bearer form, are designed for use in European securities markets and are not necessarily denominated in the currency of the underlying security.

Certain depositary receipts, typically those denominated as unsponsored, require the holders thereof to bear most of the costs of the facilities while issuers of sponsored facilities normally pay more of the costs thereof. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited securities or to pass through the voting rights to facility holders in respect to the deposited securities, whereas the depository of a sponsored facility typically distributes shareholder communications and passes through voting rights.

FUTURES AND OPTIONS ON FUTURES

The Funds other than Intermediate Government Bond Fund may engage in futures transactions and options on futures as a principal investment strategy, including stock and interest rate index futures contracts and options thereon and, with respect to Inflation Protected Securities Fund only, commodity and commodity index futures contracts and options thereon. Certain Funds may also enter into foreign currency futures transactions, which are discussed in more detail above under "--Foreign Currency Transactions."

A futures contract is an agreement between two parties to buy and sell a security or commodity for a set price on a future date. These contracts are traded on exchanges, so that, in most cases, either party can close out its position on the exchange for cash, without delivering the security or commodity. An option on a futures contract gives the holder of the option the right to buy or sell a position in a futures contract to the writer of the option, at a specified price and on or before a specified expiration date.

An interest rate, commodity, foreign currency or index futures contract provides for the future sale by one party and purchase by another party of a specified quantity of a financial instrument, commodity, foreign currency or the cash value of an index at a specified price and time. A futures contract on an index is an agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. Although the value of an index might be a function of the value of certain specified securities, no physical delivery of these securities is made. Inflation Protected Securities Fund may also invest in commodity futures contracts and options thereon. A commodity futures contract is an agreement between two parties, in which one party agrees to buy a commodity, such as an energy, agricultural or metal commodity from the other party at a later date at a price and quantity agreed upon when the contract is made.

Futures options possess many of the same characteristics as options on securities, currencies and indexes (discussed below under "--Options Transactions"). A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price at any time during the period of the option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true.

The Funds intend generally to use futures contracts and futures options to hedge against market risk. For example, a Bond Fund might use futures contracts to hedge against anticipated changes in interest rates that might

adversely affect either the value of the Fund's securities or the price of the securities that the Fund intends to purchase. The Fund's hedging activities may include sales of futures contracts as an offset against the effect of expected increases in interest rates, and purchases of futures contracts as an offset against the effect of expected declines in interest rates. Although other techniques could be used to reduce a Fund's exposure to interest rate fluctuations, the Fund may be able to hedge its exposure more effectively and perhaps at a lower cost by using futures contracts and futures options.

The Funds may enter into futures contracts and futures options which are standardized and traded on a U.S. or foreign exchange, board of trade or similar entity, or quoted on an automated quotation system. The Funds may also enter into over-the-counter (OTC) transactions in such instruments. Transactions in the OTC markets generally are conducted on a principal-to-principal basis. The terms and conditions of these instruments generally are not standardized and tend to be more specialized or complex, and the instruments may be harder to value. In addition, there may not be a liquid market for OTC derivatives. As a result, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price.

When a purchase or sale of a futures contract is made by a Fund, the Fund is required to deposit with its custodian (or broker, if legally permitted) a specified amount of liquid assets ("initial margin"). The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. Margin requirement on foreign exchanges may be modified during the term of the contract. Margin requirements on foreign exchanges may be different than U.S. exchanges. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract which is returned to the Fund upon termination of the contract, assuming all contractual obligations have been satisfied. The Fund expects to earn interest income on its initial margin deposits. A futures contract held by the Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day the Fund pays or receives cash, called "variation margin," equal to the daily change in value of the futures contract. This process is known as "marking to market." Variation margin does not represent a borrowing or loan by the Fund but is instead a settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired. In computing daily net asset value, the Fund will mark to market its open futures positions.

The Fund is also required to deposit and maintain margin with respect to put and call options on futures contracts written by it. Such margin deposits will vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option, and other futures positions held by the Fund.

Futures transactions also involve brokerage costs and the Fund may have to segregate additional liquid assets in accordance with applicable SEC requirements.

Although some futures contracts call for making or taking delivery of the underlying currency, securities or commodities, generally these obligations are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (same exchange, underlying currency, security or commodity, and delivery month). Closing out a futures contract sale is effected by purchasing a futures contract for the same aggregate amount of the specific type of financial instrument or commodity with the same delivery date. If an offsetting purchase price is less than the original sale price, the Fund realizes a capital gain, or if it is more, the Fund realizes a capital loss. Conversely, if an offsetting sale price is more than the original purchase price, the Fund realizes a capital loss. The transaction costs must also be included in these calculations.

The Funds may write covered straddles consisting of a call and a put written on the same underlying futures contract. A straddle will be covered when sufficient assets are deposited to meet the Fund's immediate obligations.

Limitations on Use of Futures and Futures Options. Aggregate initial margin deposits for futures contracts, and premiums paid for related options, may not exceed 5% of a Fund's total assets. Futures transactions will be limited to the extent necessary to maintain a Fund's qualification as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code").

Risks Associated with Futures and Futures Options. There are several risks associated with the use of futures contracts and futures options as hedging techniques. A purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract. There can be no guarantee that there will be a correlation between price movements in the hedging vehicle and in the Fund securities being hedged. In addition, there are significant differences between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given hedge not to achieve its objectives. The degree of imperfection of correlation depends on circumstances

such as variations in speculative market demand for futures and futures options, including technical influences in futures trading and futures options, and differences between the financial instruments being hedged and the instruments underlying the standard contracts available for trading in such respects as interest rate levels, maturities, and creditworthiness of issuers. A decision as to whether, when and how to hedge involves the exercise of skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of market behavior or unexpected interest rate trends.

Futures exchanges may limit the amount of fluctuation permitted in certain futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day's settlement price at the end of the current trading session. Once the daily limit has been reached in a futures contract subject to the limit, no more trades may be made on that day at a price beyond that limit. The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses

There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out a futures or a futures option position, and the Fund would remain obligated to meet margin requirements until the position is closed. In addition, many of the contracts discussed above are relatively new instruments without a significant trading history. As a result, there can be no assurance that an active secondary market will develop or continue to exist.

Risks Associated with Commodity Futures Contracts. There are several additional risks associated with transactions in commodity futures contracts.

Storage. Unlike the financial futures markets, in the commodity futures markets there are costs of physical storage associated with purchasing the underlying commodity. The price of the commodity futures contract will reflect the storage costs of purchasing the physical commodity, including the time value of money invested in the physical commodity. To the extent that the storage costs for an underlying commodity change while the Fund is invested in futures contracts on that commodity, the value of the futures contract may change proportionately.

Reinvestment. In the commodity futures markets, producers of the underlying commodity may decide to hedge the price risk of selling the commodity by selling futures contracts today to lock in the price of the commodity at delivery tomorrow. In order to induce speculators to purchase the other side of the same futures contract, the commodity producer generally must sell the futures contract at a lower price than the expected future spot price. Conversely, if most hedgers in the futures market are purchasing futures contracts to hedge against a rise in prices, then speculators will only sell the other side of the futures contract at a higher futures price than the expected future spot price of the commodity. The changing nature of the hedgers and speculators in the commodity markets will influence whether futures prices are above or below the expected future spot price, which can have significant implications for Inflation Protected Securities Fund. If the nature of hedgers and speculators in futures markets has shifted when it is time for the Fund to reinvest the proceeds of a maturing contract in a new futures contract, the Fund might reinvest at higher or lower futures prices, or choose to pursue other investments.

Other Economic Factors. The commodities which underlie commodity futures contracts may be subject to additional economic and non-economic variables, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political and regulatory developments. These factors may have a larger impact on commodity prices and commodity-linked instruments, including futures contracts, than on traditional securities. Certain commodities are also subject to limited pricing flexibility because of supply and demand factors. Others are subject to broad price fluctuations as a result of the volatility of the prices for certain raw materials and the instability of supplies of other materials. These additional variables may create additional investment risks which subject Inflation Protected Securities Fund's investments to greater volatility than investments in traditional securities.

CFTC Information. The Commodity Futures Trading Commission (the "CFTC"), a federal agency, regulates trading activity pursuant to the Commodity Exchange Act, as amended (the "CEA"). The CFTC requires the registration of a Commodity Pool Operator (a "CPO"), which is defined as any person engaged in a business which is of the nature of an investment trust, syndicate or a similar form of enterprise, and who, in connection therewith, solicits, accepts or receives from others funds, securities or property for the purpose of trading in a commodity for future delivery on or subject to the rules of any contract market. The CFTC has adopted Rule 4.5, which provides an exclusion from the definition of commodity pool operator for any registered investment company which files a notice of eligibility. The

Funds have filed a notice of eligibility claiming exclusion from the status of CPO and, therefore, are not subject to registration or regulation as a CPO under the CEA.

GUARANTEED INVESTMENT CONTRACTS

Short Term Bond Fund may purchase investment-type insurance products such as Guaranteed Investment Contracts ("GICs") as a non-principal investment strategy. A GIC is a deferred annuity under which the purchaser agrees to pay money to an insurer (either in a lump sum or in installments) and the insurer promises to pay interest at a guaranteed rate for the life of the contract. GICs may have fixed or variable interest rates. A GIC is a general obligation of the issuing insurance company. The purchase price paid for a GIC becomes part of the general assets of the insurer, and the contract is paid at maturity from the general assets of the insurer. In general, GICs are not assignable or transferable without the permission of the issuing insurance companies and can be redeemed before maturity only at a substantial discount or penalty. GICs, therefore, are usually considered to be illiquid investments. Short Term Bond Fund will purchase only GICs which are obligations of insurance companies with a policyholder's rating of A or better by A.M. Best Company.

INFLATION PROTECTED SECURITIES

Inflation Protected Securities Fund invests in inflation protected securities as a principal investment strategy. The other Funds may invest in such securities as a non-principal investment strategy. Inflation protected securities are fixed income securities designed to provide protection against the negative effects of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the inflation accruals as part of a semiannual coupon.

Inflation protected securities issued by the U.S. Treasury have maturities of five, ten, twenty or thirty years, although it is possible that securities with other maturities will be issued in the future. The U.S. Treasury securities pay interest on a semi-annual basis, equal to a fixed percentage of the inflation-adjusted principal amount. For example, if the Fund purchased an inflation protected bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and inflation over the first six months were 1%, the mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole years' inflation equaling 3%, the end-of-year par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%).

If the periodic adjustment rate measuring inflation falls, the principal value of U.S. Treasury inflation protected securities will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation protected bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed, and will fluctuate. Other inflation-protected securities that accrue inflation into their principal value may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

The value of inflation-protected securities is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation protected securities. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-protected securities.

The periodic adjustment of U.S. inflation protected bonds is tied to the Consumer Price Index for Urban Consumers ("CPI-U"), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation protected securities issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States. If the market perceives that the adjustment mechanism of an inflation-protected security does not accurately adjust for inflation, the value of the security could be adversely affected.

While inflation protected securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. The calculation of the inflation index ratio for inflation protected securities issued by the U.S. Treasury incorporates an approximate three-month lag, which may have an effect on the trading price of the securities, particularly during periods of significant, rapid changes in the inflation index. To the extent that inflation has increased during the three months prior to an interest payment, that interest payment will not be protected from the inflation increase. Further, to the extent that inflation has increased during the final three months of a security's maturity, the final value of the security will not be protected against that increase, which will negatively impact the value of the security. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in inflation-protected securities may not be protected to the extent that the increase is not reflected in the bond's inflation measure.

Any increase in the principal amount of an inflation-protected security will be considered taxable income to the Fund, even though the Fund does not receive its principal until maturity.

INTEREST RATE CAPS AND FLOORS

As a principal investment strategy, the Bond Funds other than Intermediate Government Bond Fund may purchase or sell interest rate caps and floors to preserve a return or a spread on a particular investment or portion of its portfolio or for other non-speculative purposes. The Tax Free Funds may do so as a non-principal investment strategy. The purchase of an interest rate cap entitles the purchaser, to the extent a specified index exceeds a predetermined interest rate, to receive payments of interest on a contractually based principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent a specified index falls below a predetermined interest rate, to receive payments of interest on a contractually based principal amount from the party selling such interest rate floor.

INVERSE FLOATING RATE MUNICIPAL OBLIGATIONS

Each of the Tax Free Funds, as a principal investment strategy, may invest up to 10% of its total assets in inverse floating rate municipal obligations. An inverse floating rate obligation entitles the holder to receive interest at a rate which changes in the opposite direction from, and in the same magnitude as or in a multiple of, changes in a specified index rate. Although an inverse floating rate municipal obligation would tend to increase portfolio income during a period of generally decreasing market interest rates, its value would tend to decline during a period of generally increasing market interest rates. In addition, its decline in value may be greater than for a fixed-rate municipal obligation, particularly if the interest rate borne by the floating rate municipal obligation is adjusted by a multiple of changes in the specified index rate. For these reasons, inverse floating rate municipal obligations have more risk than more conventional fixed-rate and floating rate municipal obligations.

LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, as a principal investment strategy, each of the Bond Funds other than Intermediate Government Bond Fund may lend portfolio securities representing up to one-third of the value of its total assets to broker-dealers, banks or other institutional borrowers of securities. As with other extensions of credit, there may be risks of delay in recovery of the securities or even loss of rights in the collateral should the borrower of the securities fail financially. However, the Funds will only enter into domestic loan arrangements with broker-dealers, banks, or other institutions which the Advisor has determined are creditworthy under guidelines established by the Board of Directors. The Funds will pay a portion of the income earned on the lending transaction to the placing broker and may pay administrative and custodial fees in connection with these loans.

In these loan arrangements, the Funds will receive collateral in the form of cash, United States government securities or other high-grade debt obligations equal to at least 100% of the value of the securities loaned. This collateral must be valued daily by the Advisor or the applicable Fund's lending agent and, if the market value of the loaned securities increases, the borrower must furnish additional collateral to the lending Fund. During the time portfolio securities are on loan, the borrower pays the lending Fund any dividends or interest paid on the securities. Loans are subject to termination at any time by the lending Fund or the borrower. While a Fund does not have the right to vote securities on loan, it would terminate the loan and regain the right to vote if that were considered important with respect to the investment.

When a Fund lends portfolio securities to a borrower, payments in lieu of dividends made by the borrower to the Fund will not constitute "qualified dividends" taxable at the same rate as long-term capital gains, even if the actual dividends would have constituted qualified dividends had the Fund held the securities. See "Taxation."

U.S. Bank, N.A. acts as securities lending agent for the Funds and receives separate compensation for such services, subject to compliance with conditions contained in an SEC exemptive order permitting U.S. Bank to provide such services and receive such compensation. U.S. Bank receives fees up to 25% of each fund's net income from securities lending transactions. For each Fund, collateral for securities on loan will be invested in a money market fund administered by FAF Advisors and FAF Advisors will receive an administration fee equal to 0.02% of such fund's average daily net assets.

MORTGAGE-BACKED SECURITIES

The Bond Funds other than High Income Bond Fund and Intermediate Government Bond Fund may invest in mortgage-backed securities as a principal investment strategy. High Income Bond Fund may invest in such securities as a non-principal investment strategy. These investments include Agency Pass-Through Certificates, private mortgage pass-through securities, collateralized mortgage obligations, and commercial mortgage-backed securities, as defined and described below.

Agency Pass-Through Certificates. Agency Pass-Through Certificates are mortgage pass-through certificates representing undivided interests in pools of residential mortgage loans. Distribution of principal and interest on the mortgage loans underlying an Agency Pass-Through Certificate is an obligation of or guaranteed by the Government National Mortgage Association (GNMA, or Ginnie Mae), the Federal National Mortgage Association (FNMA, or Fannie Mae) or the Federal Home Loan Mortgage Corporation (FHLMC, or Freddie Mac). GNMA is a wholly owned corporate instrumentality of the United States within the Department of Housing and Urban Development. The guarantee of GNMA with respect to GNMA certificates is backed by the full faith and credit of the United States, and GNMA is authorized to borrow from the United States Treasury in an amount which is at any time sufficient to enable GNMA, with no limitation as to amount, to perform its guarantee.

FNMA is a federally chartered and privately owned corporation organized and existing under federal law. Although the Secretary of the Treasury of the United States has discretionary authority to lend funds to FNMA, neither the United States nor any agency thereof is obligated to finance FNMA's operations or to assist FNMA in any other manner.

FHLMC is a federally chartered corporation organized and existing under federal law, the common stock of which is owned by the Federal Home Loan Banks. Neither the United States nor any agency thereof is obligated to finance FHLMC's operations or to assist FHLMC in any other manner.

The mortgage loans underlying GNMA certificates are partially or fully guaranteed by the Federal Housing Administration or the Veterans Administration, while the mortgage loans underlying FNMA certificates and FHLMC certificates are conventional mortgage loans which are, in some cases, insured by private mortgage insurance companies. Agency Pass-Through Certificates may be issued in a single class with respect to a given pool of mortgage loans or in multiple classes.

The residential mortgage loans evidenced by Agency Pass-Through Certificates and upon which CMOs (as described further below) are based generally are secured by first mortgages on one- to four-family residential dwellings. Such mortgage loans generally have final maturities ranging from 15 to 40 years and generally provide for monthly payments in amounts sufficient to amortize their original principal amounts by the maturity dates. Each monthly payment on such mortgage loans generally includes both an interest component and a principal component, so that the holder of the mortgage loans receives both interest and a partial return of principal in each monthly payment. In general, such mortgage loans can be prepaid by the borrowers at any time without any prepayment penalty. In addition, many such mortgage loans contain a "due-on-sale" clause requiring the loans to be repaid in full upon the sale of the property securing the loans. Because residential mortgage loans generally provide for monthly amortization and may be prepaid in full at any time, the weighted average maturity of a pool of residential mortgage loans is likely to be substantially shorter than its stated final maturity date. The rate at which a pool of residential mortgage loans is prepaid may be influenced by many factors and is not predictable with precision.

Private mortgage pass-through securities ("Private Pass-Throughs"). Private Pass-Throughs are structured similarly to GNMA, FNMA and FHLMC mortgage pass-through securities and are issued by originators of and investors in mortgage loans, including savings and loan associations, mortgage bankers, commercial banks, investment banks and special purpose subsidiaries of the foregoing. These securities usually are backed by a pool of fixed or adjustable rate loans. Since Private Pass-Throughs typically are not guaranteed by an entity having the credit status of GNMA, FNMA or FHLMC, such securities generally are structured with one or more types of credit enhancement. Such credit support falls into two categories: (i) liquidity protection and (ii) protection against losses resulting from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provisions of advances, generally by the entity administering the pool of assets, to ensure that the pass-through of payments due on the underlying pool occurs in a timely fashion. Protection against losses resulting from ultimate default enhances the likelihood of ultimate payment of the obligations on at least a portion of the assets in the pool. Such protection may be provided through guarantees, insurance policies or letters of credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction or through a combination of such approaches. The Funds will not pay any additional fees for such credit support, although the existence of credit support may increase the price of a security.

The ratings of securities for which third-party credit enhancement provides liquidity protection or protection against losses from default are generally dependent upon the continued creditworthiness of the enhancement provider. The ratings of such securities could be subject to reduction in the event of deterioration in the creditworthiness of the credit enhancement provider even in cases where the delinquency and loss experience on the underlying pool of assets is better than expected.

Collateralized Mortgage Obligations ("CMOs"). CMOs are debt obligations typically issued by a private special-purpose entity and collateralized by residential or commercial mortgage loans or Agency Pass-Through Certificates. A Fund will invest only in CMOs that are rated within the rating categories in which the Fund is otherwise allowed to invest or which are of comparable quality in the judgment of the Advisor. Because CMOs are debt obligations of private entities, payments on CMOs generally are not obligations of or guaranteed by any governmental entity, and their ratings and creditworthiness typically depend, among other factors, on the legal insulation of the issuer and transaction from the consequences of a sponsoring entity's bankruptcy.

CMOs generally are issued in multiple classes, with holders of each class entitled to receive specified portions of the principal payments and prepayments and/or of the interest payments on the underlying mortgage loans. These entitlements can be specified in a wide variety of ways, so that the payment characteristics of various classes may differ greatly from one another. For instance, holders may hold interests in CMO tranches called Z-tranches which defer interest and principal payments until one or other classes of the CMO have been paid in full. In addition, for example:

- In a sequential-pay CMO structure, one class is entitled to receive all principal payments and prepayments on the underlying mortgage loans (and interest on unpaid principal) until the principal of the class is repaid in full, while the remaining classes receive only interest; when the first class is repaid in full, a second class becomes entitled to receive all principal payments and prepayments on the underlying mortgage loans until the class is repaid in full, and so forth.

- A planned amortization class ("PAC") of CMOs is entitled to receive principal on a stated schedule to the extent that it is available from the underlying mortgage loans, thus providing a greater (but not absolute) degree of certainty as to the schedule upon which principal will be repaid.

- An accrual class of CMOs provides for interest to accrue and be added to principal (but not be paid currently) until specified payments have been made on prior classes, at which time the principal of the accrual class (including the accrued interest which was added to principal) and interest thereon begins to be paid from payments on the underlying mortgage loans.

- An interest-only class of CMOs entitles the holder to receive all of the interest and none of the principal on the underlying mortgage loans, while a principal-only class of CMOs entitles the holder to receive all of the principal payments and prepayments and none of the interest on the underlying mortgage loans.

- A floating rate class of CMOs entitles the holder to receive interest at a rate which changes in the same direction and magnitude as changes in a specified index rate. An inverse floating rate class of CMOs entitles the holder to receive interest at a rate which changes in the opposite direction from, and in the

same magnitude as or in a multiple of, changes in a specified index rate. Floating rate and inverse floating rate classes also may be subject to "caps" and "floors" on adjustments to the interest rates which they bear.

- A subordinated class of CMOs is subordinated in right of payment to one or more other classes. Such a subordinated class provides some or all of the credit support for the classes that are senior to it by absorbing losses on the underlying mortgage loans before the senior classes absorb any losses. A subordinated class which is subordinated to one or more classes but senior to one or more other classes is sometimes referred to as a "mezzanine" class. A subordinated class generally carries a lower rating than the classes that are senior to it, but may still carry an investment grade rating.

It generally is more difficult to predict the effect of changes in market interest rates on the return on mortgage-backed securities than to predict the effect of such changes on the return of a conventional fixed-rate debt instrument, and the magnitude of such effects may be greater in some cases. The return on interest-only and principal-only mortgage-backed securities is particularly sensitive to changes in interest rates and prepayment speeds. When interest rates decline and prepayment speeds increase, the holder of an interest-only mortgage-backed security may not even recover its initial investment. Similarly, the return on an inverse floating rate CMO is likely to decline more sharply in periods of increasing interest rates than that of a fixed-rate security. For these reasons, interest-only, principal-only and inverse floating rate mortgage-backed securities generally have greater risk than more conventional classes of mortgage-backed securities. None of the Bond Funds will invest more than 10% of its total assets in interest-only, principal-only, inverse interest only or inverse floating rate mortgage-backed securities.

Commercial Mortgage-Backed Securities. Commercial mortgage-backed securities include securities that reflect an interest in, and are secured by, mortgage loans on commercial property, such as hotels, office buildings, retail stores, hospitals, and other commercial buildings. These securities may have a lower prepayment uncertainty than other mortgage-backed securities because commercial mortgage loans generally prohibit or impose penalties on prepayments of principal. In addition, commercial mortgage-backed securities often are structured with some form of credit enhancement to protect against potential losses on the underlying mortgage loans. Many of the risks of investing in commercial mortgage-backed securities reflect the risks of investing in the real estate securing the underlying mortgage loans. These risks reflect the effects of local and other economic conditions on real estate markets, the ability of tenants to make loan payments, and the ability of a property to attract and retain tenants. Commercial mortgage-backed securities may be less liquid and may exhibit greater price volatility than other types of mortgage-backed securities.

Adjustable Rate Mortgage Securities ("ARMS"). The Bond Funds, other than Intermediate Government Bond Fund, may invest in ARMS as a non-principal investment strategy. ARMS are pass-through mortgage securities collateralized by mortgages with interest rates that are adjusted from time to time. ARMS also include adjustable rate tranches of CMOs. The adjustments usually are determined in accordance with a predetermined interest rate index and may be subject to certain limits. While the values of ARMS, like other debt securities, generally vary inversely with changes in market interest rates (increasing in value during periods of declining interest rates and decreasing in value during periods of increasing interest rates), the values of ARMS should generally be more resistant to price swings than other debt securities because the interest rates of ARMS move with market interest rates. The adjustable rate feature of ARMS will not, however, eliminate fluctuations in the prices of ARMS, particularly during periods of extreme fluctuations in interest rates.

ARMS typically have caps which limit the maximum amount by which the interest rate may be increased or decreased at periodic intervals or over the life of the loan. To the extent interest rates increase in excess of the caps, ARMS can be expected to behave more like traditional debt securities and to decline in value to a greater extent than would be the case in the absence of such caps. Also, since many adjustable rate mortgages only reset on an annual basis, it can be expected that the prices of ARMS will fluctuate to the extent changes in prevailing interest rates are not immediately reflected in the interest rates payable on the underlying adjustable rate mortgages. The extent to which the prices of ARMS fluctuate with changes in interest rates will also be affected by the indices underlying the ARMS.

MUNICIPAL BONDS AND OTHER MUNICIPAL OBLIGATIONS

The Tax Free Funds invest principally in municipal bonds and other municipal obligations. These bonds and other obligations are issued by the states and by their local and special-purpose political subdivisions. The term "municipal bond" includes short-term municipal notes issued by the states and their political subdivisions.

Municipal Bonds. The two general classifications of municipal bonds are "general obligation" bonds and "revenue" bonds. General obligation bonds are secured by the governmental issuer's pledge of its faith, credit and taxing power for the payment of principal and interest upon a default by the issuer of its principal and interest payment obligations. They are usually paid from general revenues of the issuing governmental entity. Revenue bonds, on the other hand, are usually payable only out of a specific revenue source rather than from general revenues. Revenue bonds ordinarily are not backed by the faith, credit or general taxing power of the issuing governmental entity. The principal and interest on revenue bonds for private facilities are typically paid out of rents or other specified payments made to the issuing governmental entity by a private company which uses or operates the facilities. Examples of these types of obligations are industrial revenue bond and pollution control revenue bonds. Industrial revenue bonds are issued by governmental entities to provide financing aid to community facilities such as hospitals, hotels, business or residential complexes, convention halls and sport complexes. Pollution control revenue bonds are issued to finance air, water and solids pollution control systems for privately operated industrial or commercial facilities.

Revenue bonds for private facilities usually do not represent a pledge of the credit, general revenues or taxing powers of issuing governmental entity. Instead, the private company operating the facility is the sole source of payment of the obligation. Sometimes, the funds for payment of revenue bonds come solely from revenue generated by operation of the facility. Revenue bonds which are not backed by the credit of the issuing governmental entity frequently provide a higher rate of return than other municipal obligations, but they entail greater risk than obligations which are guaranteed by a governmental unit with taxing power. Federal income tax laws place substantial limitations on industrial revenue bonds, and particularly certain specified private activity bonds issued after August 7, 1986. In the future, legislation could be introduced in Congress which could further restrict or eliminate the income tax exemption for interest on debt obligations in which the Funds may invest.

Refunded Bonds. The Tax Free Funds may invest in refunded bonds. Refunded bonds may have originally been issued as general obligation or revenue bonds, but become refunded when they are secured by an escrow fund, usually consisting entirely of direct U.S. government obligations and/or U.S. government agency obligations sufficient for paying the bondholders. There are two types of refunded bonds: pre-refunded bonds and escrowed-to-maturity ("ETM") bonds. The escrow fund for a pre-refunded municipal bond may be structured so that the refunded bonds are to be called at the first possible date or a subsequent call date established in the original bond debenture. The call price usually includes a premium from 1% to 3% above par. This type of structure usually is used for those refundings that either reduce the issuer's interest payment expenses or change the debt maturity schedule. In escrow funds for ETM refunded municipal bonds, the maturity schedules of the securities in the escrow funds match the regular debt-service requirements on the bonds as originally stated in the bond indentures.

Derivative Municipal Securities. The Tax Free Funds may also acquire derivative municipal securities, which are custodial receipts of certificates underwritten by securities dealers or banks that evidence ownership of future interest payments, principal payments or both on certain municipal securities. The underwriter of these certificates or receipts typically purchases municipal securities and deposits them in an irrevocable trust or custodial account with a custodian bank, which then issues receipts or certificates that evidence ownership of the periodic unmatured coupon payments and the final principal payment on the obligation.

The principal and interest payments on the municipal securities underlying custodial receipts may be allocated in a number of ways. For example, payments may be allocated such that certain custodial receipts may have variable or floating interest rates and others may be stripped securities which pay only the principal or interest due on the underlying municipal securities. The Tax Free Funds may each invest up to 10% of their total assets in custodial receipts which have inverse floating interest rates and other inverse floating rate municipal obligations.

Municipal Leases and Certificates of Participation. The Tax Free Funds also may purchase municipal lease obligations, primarily through certificates of participation (or "participation interests"). Participation interests in municipal leases are undivided interests in a lease, installment purchase contract or conditional sale contract entered into by a state or local governmental unit to acquire equipment or facilities. Municipal leases frequently have special risks which generally are not associated with general obligation bonds or revenue bonds.

Municipal leases and installment purchase or conditional sales contracts (which usually provide for title to the leased asset to pass to the governmental issuer upon payment of all amounts due under the contract) have evolved as a means for governmental issuers to acquire property and equipment without meeting the constitutional and statutory requirements for the issuance of municipal debt. The debt issuance limitations are deemed to be inapplicable because of the inclusion in many leases and contracts of "non-appropriation" clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for this purpose by the

appropriate legislative body on a yearly or other periodic basis. Although these kinds of obligations are secured by the leased equipment or facilities, the disposition of the pledged property in the event of non-appropriation or foreclosure might, in some cases, prove difficult and time-consuming. In addition, disposition upon non-appropriation or foreclosure might not result in recovery by a Fund of the full principal amount represented by an obligation.

In light of these concerns, the Tax Free Funds have adopted and follow procedures for determining whether municipal lease obligations purchased by the Funds are liquid and for monitoring the liquidity of municipal lease securities held in each Fund's portfolio. These procedures require that a number of factors be used in evaluating the liquidity of a municipal lease security, including the frequency of trades and quotes for the security, the number of dealers willing to purchase or sell the security and the number of other potential purchasers, the willingness of dealers to undertake to make a market in security, the nature of the marketplace in which the security trades, and other factors which the Advisor may deem relevant. As set forth in "Investment Restrictions" below, each such Fund is subject to limitations on the percentage of illiquid securities it can hold.

OPTIONS TRANSACTIONS

To the extent set forth below, the Funds may purchase put and call options on securities, stock indices, interest rate indices, commodity indices, and/or foreign currencies. These transactions will be undertaken for the purpose of reducing risk to the Funds; that is, for "hedging" purposes, or, in the case of options written by a Fund, to produce additional income. Options on futures contracts are discussed above under "-- Futures and Options on Futures."

Options on Securities. As a principal investment strategy, the Bond Funds (other than Intermediate Government Bond Fund) may purchase put and call options on securities they own or have the right to acquire. A put option on a security gives the purchaser of the option the right (but not the obligation) to sell, and the writer of the option the obligation to buy, the underlying security at a stated price (the "exercise price") at any time before the option expires. A call option on a security gives the purchaser the right (but not the obligation) to buy, and the writer the obligation to sell, the underlying security at the exercise price at any time before the option expires. The purchase price for a put or call option is the "premium" paid by the purchaser for the right to sell or buy.

A Fund may purchase put options to hedge against a decline in the value of its portfolio. By using put options in this way, a Fund would reduce any profit it might otherwise have realized in the underlying security by the amount of the premium paid for the put option and by transaction costs. In similar fashion, a Fund may purchase call options to hedge against an increase in the price of securities that the Fund anticipates purchasing in the future. The premium paid for the call option plus any transaction costs will reduce the benefit, if any, realized by the Fund upon exercise of the option, and, unless the price of the underlying security rises sufficiently, the option may expire unexercised.

Options on Interest Rate and Commodity Indices. As principal investment strategies, the Bond Funds (other than Intermediate Government Bond Fund) and the Tax Free Funds may purchase put and call options on interest rate indices and Inflation Protected Securities Fund may purchase put and call options on commodity indices. An option on an index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing value of the index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option expressed in dollars times a specified multiple (the "multiplier"). The writer of the option is obligated, for the premium received, to make delivery of this amount. Settlements for index options are always in cash. Gain or loss depends on market movements with respect to specific financial instruments or commodities. The multiplier for index options determines the total dollar value per contract of each point in the difference between the exercise price of an option and the current value of the underlying index. Options on different indices may have different multipliers.

Options on Currencies. Foreign currency options are discussed in detail above under "--Foreign Currency Transactions - Foreign Currency Options."

Writing Options--Inflation Protected Securities Fund. Inflation Protected Securities Fund may write (sell) covered put and call options as a principal investment strategy. These transactions would be undertaken principally to produce additional income. The Fund may write covered straddles consisting of a combination of a call and a put written on the same underlying instrument.

Covered Options. The Funds will write options only if they are "covered." In the case of a call option on a security, the option is "covered" if the Fund owns the security underlying the call or has an absolute and immediate right to acquire that security without additional cash consideration (or, if additional cash consideration is required, cash or other liquid assets in such amount are segregated) upon conversion or exchange of the securities held by the Fund. For a call option on an index or currency, the option is covered if the Fund segregates liquid assets in an amount equal to the contract value of the index or currency. A call option is also covered if the Fund holds a call on the same security, index or currency as the call written where the exercise price of the call held is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated liquid assets. A put option on a security, currency or index is "covered" if the Fund segregates liquid assets equal to the exercise price. A put option is also covered if the Fund holds a put on the same security, currency or index as the put written where the exercise price of the put held is (i) equal to or greater than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the Fund in segregated liquid assets. A straddle will be covered when sufficient assets are deposited to meet the Fund's immediate obligations. The Fund may use the same liquid assets to cover both the call and put options where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such cases, the Fund will also segregate liquid assets equivalent to the amount, if any, by which the put is "in the money."

Expiration or Exercise of Options. If an option written by a Fund expires unexercised, the Fund realizes a capital gain equal to the premium received at the time the option was written. If an option purchased by a Fund expires unexercised, the Fund realizes a capital loss equal to the premium paid. Prior to the earlier of exercise or expiration, an exchange traded option may be closed out by an offsetting purchase or sale of an option of the same series (type, exchange, underlying security, currency or index, exercise price, and expiration). There can be no assurance, however, that a closing purchase or sale transaction can be effected when the Fund desires.

A Fund may sell put or call options it has previously purchased, which could result in a net gain or loss depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on the put or call option which is sold. Prior to exercise or expiration, an option may be closed out by an offsetting purchase or sale of an option of the same series. A Fund will realize a capital gain from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option, or, if it is more, the Fund will realize a capital loss. If the premium received from a closing sale transaction is more than the premium paid to purchase the option, the Fund will realize a capital gain or, if it is less, the Fund will realize a capital loss. The principal factors affecting the market value of a put or a call option include supply and demand, interest rates, the current market price of the underlying security, currency or index in relation to the exercise price of the option, the volatility of the underlying security, currency or index, and the time remaining until the expiration date.

The premium paid for a put or call option purchased by a Fund is an asset of the Fund. The premium received for an option written by a Fund is recorded as a deferred credit. The value of an option purchased or written is marked to market daily and is valued at the closing price on the exchange on which it is traded or, if not traded on an exchange or no closing price is available, at the mean between the last bid and asked price.

Risks Associated with Options Transactions. There are several risks associated with options transactions. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.

During the option period, the covered call writer has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying security above the exercise price, but, as long as its obligation as a writer continues, has retained the risk of loss should the price of the underlying security decline. The writer of an option has no control over the time when it may be required to fulfill it obligations as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying security at the exercise price. If a put or call option purchased by a Fund is not sold when it has remaining value, and if the market price of the underlying security remains equal to or greater than the exercise price (in the case of a put) or remains less than or equal to the exercise price (in the case of a call), the Fund will lose its entire investment in the option. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security.

There can be no assurance that a liquid market will exist when a Fund seeks to close out an option position. If a Fund were unable to close out an option that it had purchased on a security, it would have to exercise the option in order to realize any profit or the option may expire worthless. If a Fund were unable to close out a covered call option that it had written on a security, it would not be able to sell the underlying security unless the option expired without exercise.

If trading were suspended in an option purchased by a Fund, the Fund would not be able to close out the option. If restrictions on exercise were imposed, a Fund might be unable to exercise an option it had purchased. Except to the extent that a call option on an index written by a Fund is covered by an option on the same index purchased by the Fund, movements in the index may result in a loss to the Fund; however, such losses may be mitigated by changes in the value of the Fund's securities during the period the option was outstanding.

Limitations. None of the Funds will invest more than 5% of the value of its total assets in purchased options, provided that options which are "in the money" at the time of purchase may be excluded from this 5% limitation. A call option is "in the money" if the exercise price is lower than the current market price of the underlying security or index, and a put option is "in the money" if the exercise price is higher than the current market price. A Fund's loss exposure in purchasing an option is limited to the sum of the premium paid and the commission or other transaction expenses associated with acquiring the option.

PARTICIPATION INTERESTS

High Income Bond Fund and Total Return Bond Fund, as a non-principal investment strategy, may acquire participation interests in senior, fully secured floating rate loans that are made primarily to U.S. companies. Each Fund's investments in participation interests are subject to its limitation on investments in illiquid securities. The Funds may purchase only those participation interests that mature in one year or less, or, if maturing in more than one year, have a floating rate that is automatically adjusted at least once each year according to a specified rate for such investments, such as a published interest rate or interest rate index. Participation interests are primarily dependent upon the creditworthiness of the borrower for payment of interest and principal. Such borrowers may have difficulty making payments and may have senior securities rated as low as C by Moody's or Fitch or D by Standard & Poor's.

PAYMENT-IN-KIND DEBENTURES AND DELAYED INTEREST SECURITIES

High Income Bond Fund and Total Return Bond Fund, as a non-principal investment strategy, may invest in debentures the interest on which may be paid in other securities rather than cash ("PIKs"). Typically, during a specified term prior to the debenture's maturity, the issuer of a PIK may provide for the option or the obligation to make interest payments in debentures, common stock or other instruments (i.e., "in kind" rather than in cash). The type of instrument in which interest may or will be paid would be known by the Fund at the time of investment. While PIKs generate income for purposes of generally accepted accounting standards, they do not generate cash flow and thus could cause the Fund to be forced to liquidate securities at an inopportune time in order to distribute cash, as required by the Code.

Unlike PIKs, delayed interest securities do not pay interest for a specified period. Because values of securities of this type are subject to greater fluctuations than are the values of securities that distribute income regularly, they may be more speculative than such securities.

REAL ESTATE INVESTMENT TRUST ("REIT") SECURITIES

High Income Bond Fund may invest in securities of real estate investment trusts as a non-principal investment strategy. REITs are publicly traded corporations or trusts that specialize in acquiring, holding, and managing residential, commercial or industrial real estate. A REIT is not taxed at the entity level on income distributed to its shareholders or unitholders if it distributes to shareholders or unitholders at least 90% of its taxable income for each taxable year and complies with regulatory requirements relating to its organization, ownership, assets and income.

REITs generally can be classified as Equity REITs, Mortgage REITs and Hybrid REITs. An Equity REIT invests the majority of its assets directly in real property and derives its income primarily from rents and from capital gains on real estate appreciation which are realized through property sales. A Mortgage REIT invests the majority of its assets in real estate mortgage loans and services its income primarily from interest payments. A Hybrid REIT combines the characteristics of an Equity REIT and a Mortgage REIT.

The Fund's investment in the real estate industry subjects the Fund to risks associated with that industry. The real estate industry has been subject to substantial fluctuations and declines on a local, regional and national basis in the past and may continue to be in the future. Real property values and income from real property may decline due to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, regulatory limitations on rents, changes in neighborhoods and in demographics, increases in market interest rates, or other factors. Factors such as these may adversely affect companies which own and operate real estate directly, companies which lend to such companies, and companies which service the real estate industry.

The Fund is also subject to risks associated with direct investments in REITs. Equity REITs will be affected by changes in the values of and income from the properties they own, while Mortgage REITs may be affected by the credit quality of the mortgage loans they hold. In addition, REITs are dependent on specialized management skills and on their ability to generate cash flow for operating purposes and to make distributions to shareholders or unitholders. REITs may have limited diversification and are subject to risks associated with obtaining financing for real property, as well as to the risk of self-liquidation. REITs also can be adversely affected by their failure to qualify for tax-free pass-through treatment of their income under the Code or their failure to maintain an exemption from registration under the 1940 Act. By investing in REITs indirectly through the Fund, a shareholder bears not only a proportionate share of the expenses of the Fund, but also may indirectly bear similar expenses of some of the REITs in which it invests.

REPURCHASE AGREEMENTS

Each Fund may invest in repurchase agreements as a non-principal investment strategy. Ordinarily, a Fund does not expect its investment in repurchase agreements to exceed 10% of its total assets. However, because each Fund may invest without limit in cash and short-term securities for temporary defensive purposes, there is no limit on each Fund's ability to invest in repurchase agreements. A repurchase agreement involves the purchase by a Fund of securities with the agreement that after a stated period of time, the original seller will buy back the same securities ("collateral") at a predetermined price or yield. Repurchase agreements involve certain risks not associated with direct investments in securities. If the original seller defaults on its obligation to repurchase as a result of its bankruptcy or otherwise, the purchasing Fund will seek to sell the collateral, which could involve costs or delays. Although collateral (which may consist of any fixed income security which is an eligible investment for the Fund entering into the repurchase agreement) will at all times be maintained in an amount equal to the repurchase price under the agreement (including accrued interest), a Fund would suffer a loss if the proceeds from the sale of the collateral were less than the agreed-upon repurchase price. The Advisor will monitor the creditworthiness of the firms with which the Funds enter into repurchase agreements.

The Funds' custodian will hold the securities underlying any repurchase agreement, or the securities will be part of the Federal Reserve/Treasury Book Entry System. The market value of the collateral underlying the repurchase agreement will be determined on each business day. If at any time the market value of the collateral falls below the repurchase price under the repurchase agreement (including any accrued interest), the appropriate Fund will promptly receive additional collateral (so the total collateral is an amount at least equal to the repurchase price plus accrued interest).

ROYALTY TRUSTS

Each of the Bond Funds may invest in publicly-traded royalty trusts as a non-principal investment strategy. Royalty trusts are income-oriented equity investments that indirectly, through the ownership of trust units, provide investors (called "unit holders") with exposure to energy sector assets such as coal, oil and natural gas. A royalty trust receives royalty income from the production of a natural resource and then distributes this income to unit holders less deductions for management fees and capital expenses. The trusts have no physical operations of their own and have no management or employees; rather, they are merely financing vehicles. Other companies mine the resources and pay royalties on those resources to the trust.

The level of royalty income the trust receives is subject to swings in commodity prices and production levels, which can cause distributions of royalty income to be very inconsistent. Commodity prices can fluctuate widely on a month-to-month basis in response to a variety of factors that are beyond the control of the trust, including political conditions in a major commodity producing region, especially the Middle East in the case of crude oil, worldwide economic conditions, weather conditions, the supply and price of domestic and foreign energy resources, the level of consumer demand, the price and availability of alternative energy resources, the proximity to, and capacity of,

transportation facilities, the effect of worldwide energy conservation measures, and the nature and extent of governmental regulation and taxation. When prices decline, the trust is affected in two ways. First, net royalties are reduced. Second, exploration and development activity on the underlying properties may decline as some projects may become uneconomic and are either delayed or eliminated. It is impossible to predict future crude oil and natural gas price movements, and this reduces the predictability of future cash distributions to unit holders.

The assets of the trust are depleting assets and, if the operators developing the underlying properties do not perform additional development projects, the assets may deplete faster than expected. In some cases, operators may sacrifice opportunities to reinvest in the business in order to maintain or increase the level of royalty income passed onto the trust. Eventually, the assets of the trust will cease to produce in commercial quantities and the trust will cease to receive royalties. There is no guarantee that distributions made to a unit holder over the life of these depleting assets will equal or exceed the purchase price paid by the unit holder. If the business starts to lose money, the trust can reduce or even eliminate distributions.

Trust unit holders generally have limited or no voting rights and limited ability to enforce the trust's rights against the current or future operators developing the underlying properties. For example, there is no requirement for annual meetings of trust unit holders or for an annual election of the trustee(s). In some cases, the limited liability of unit holders is also uncertain. The unit holders are not protected from the liabilities of the trust to the same extent that a shareholder would be protected from a corporation's liabilities, and could theoretically have unlimited liability for the actions of the trust.

Royalty trusts are structured to avoid taxes at the entity level. In a traditional corporate tax structure, net income is taxed at the corporate level and again as dividends in the hands of the unit holder. An income trust, if properly structured, should not be subject to U.S Federal income tax. This flow-through structure means that the distributions to unit holders are generally higher than dividends from an equivalent corporate entity. Each unit holder is taxable on this pro rata share of the trust's net income. Distributions from U.S. royalty trusts are considered ordinary income to the holder and are taxed accordingly. Due to the depleting nature of oil and gas assets, a depletion deduction is available to unit holders to defer taxes on royalty income, enhancing the taxable equivalent yield. The flow-through tax structure of royalty trusts could be challenged under existing laws, or the tax laws could change.

SHORT-TERM TEMPORARY INVESTMENTS

In an attempt to respond to adverse market, economic, political or other conditions, each of the Funds may temporarily invest without limit in a variety of short-term instruments such as commercial paper and variable amount master demand notes; U.S. dollar-denominated time and savings deposits (including certificates of deposit); bankers' acceptances; obligations of the U.S. government or its agencies or instrumentalities; repurchase agreements collateralized by eligible investments of a Fund; securities of other mutual funds that invest primarily in debt obligations with remaining maturities of 13 months or less (which investments also are subject to an advisory fee); and other similar high-quality short-term U.S. dollar-denominated obligations. The other mutual funds in which the Funds may so invest include money market funds advised by the Advisor.

Each of the Funds may also invest in Eurodollar certificates of deposit issued by foreign branches of U.S. or foreign banks; Eurodollar time deposits, which are U.S. dollar-denominated deposits in foreign branches of U.S. or foreign banks; and Yankee certificates of deposit, which are U.S. dollar-denominated certificates of deposit issued by U.S. branches of foreign banks and held in the United States. In each instance, these Funds may only invest in bank instruments issued by an institution which has capital, surplus and undivided profits of more than $100 million or the deposits of which are insured by the Bank Insurance Fund or the Savings Association Insurance Fund.

Short-term investments and repurchase agreements may be entered into on a joint basis by the Funds and other funds advised by the Advisor to the extent permitted by an exemptive order issued by the SEC with respect to the Funds. A brief description of certain kinds of short-term instruments follows:

Commercial Paper. Commercial paper consists of unsecured promissory notes issued by corporations. Issues of commercial paper normally have maturities of less than nine months and fixed rates of return. Subject to the limitations described in the Prospectuses, the Funds may purchase commercial paper consisting of issues rated at the time of purchase within the two highest rating categories by Standard & Poor's, Fitch or Moody's, or which have been assigned an equivalent rating by another nationally recognized statistical rating organization. The Funds also may invest

in commercial paper that is not rated but that is determined by the Advisor to be of comparable quality to instruments that are so rated. For a description of the rating categories of Standard & Poor's, Fitch and Moody's, see Appendix A.

Bankers' Acceptances. Bankers' acceptances are credit instruments evidencing the obligation of a bank to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and of the drawer to pay the full amount of the instrument upon maturity.

Variable Amount Master Demand Notes. Variable amount master demand notes are unsecured demand notes that permit the indebtedness thereunder to vary and provide for periodic adjustments in the interest rate according to the terms of the instrument. Because master demand notes are direct lending arrangements between a Fund and the issuer, they are not normally traded. Although there is no secondary market in the notes, a Fund may demand payment of principal and accrued interest at any time. While the notes are not typically rated by credit rating agencies, issuers of variable amount master demand notes (which are normally manufacturing, retail, financial, and other business concerns) must satisfy the same criteria as set forth above for commercial paper. The Advisor will consider the earning power, cash flow and other liquidity ratios of the issuers of such notes and will continuously monitor their financial status and ability to meet payment on demand.

Variable Rate Demand Obligations. Variable rate demand obligations ("VRDO") are securities in which the interest rate is adjusted at pre-designated periodic intervals. VRDOs may include a demand feature which is a put that entitles the holder to receive the principal amount of the underlying security or securities and which may be exercised either at any time on no more than 30 days' notice or at specified intervals not exceeding 397 calendar days on no more than 30 days' notice.

SWAP AGREEMENTS

The Bond Funds other than Intermediate Government Bond Fund may enter into interest rate, total return and credit default swap agreements as a principal investment strategy. These Funds may also enter into options on the foregoing types of swap agreements ("swap options") and in bonds issued by special purpose entities that are backed by a pool of swaps.

Swap agreements are two party contracts entered into primarily by institutional investors for a specified period of time. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on a particular predetermined investment or index. The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a notional amount, i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate or in a basket of securities representing a particular index. A swap option is a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel, or otherwise modify an existing swap agreement at some designated future time on specified terms. The Funds may write (sell) and purchase put and call swap options.

Interest rate swaps involve the exchange of a fixed rate of interest for a floating rate of interest, usually over a one- to ten-year term. In a total return swap, one party agrees to pay the other the "total return" of a defined underlying asset, usually in return for a specified fixed or floating cash flow unrelated to the credit worthiness of the underlying asset. A total return swap may be applied to any underlying asset but is most commonly used with equity indices, single stocks, bonds and defined portfolios of loans and mortgages. Credit default swaps involve the exchange of a monthly interest rate spread over a period of time for the risk of default by an individual corporate borrower or with respect to a basket of securities.

One example of the use of swaps within a Fund may be to manage the interest rate sensitivity of the Fund. The Fund might receive or pay a fixed interest rate of a particular maturity and pay or receive a floating rate in order to increase or decrease the duration of the Fund. Or, the Fund may buy or sell swap options to effect the same result. The Fund may also replicate a security by selling it, placing the proceeds in cash deposits, and receiving a fixed rate in the swap market.

Another example of the use of swaps within a Fund is the use of credit default swaps to buy or sell credit protection. A credit default swap is a bilateral contract that enables an investor to buy or sell protection against a defined-issuer credit event. The seller of credit protection against a security or basket of securities receives an upfront or periodic payment to compensate against potential default events. The Fund may enhance income by selling protection or protect credit risk by buying protection. Market supply and demand factors may cause distortions between the cash

securities market and the credit default swap market. The credit protection market is still relatively new and should be considered illiquid.

A Fund might enter into a total return swap involving an underlying index or basket of securities to create exposure to a potentially widely-diversified range of securities in a single trade. An index total return swap can be used by a portfolio manager to assume risk, without the complications of buying the component securities from what may not always be the most liquid of markets.

Most swap agreements entered into by a Fund would calculate the obligations of the parties to the agreement on a "net basis." Consequently, a Fund's current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the "net amount"). A Fund's current obligations under a net swap agreement will be accrued daily (offset against any amounts owed to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by assets determined to be liquid by the Advisor.

The use of swap agreements by a Fund entails certain risks. Interest rate swaps could result in losses if interest rate changes are not correctly anticipated by the Fund. Total return swaps could result in losses if the underlying asset does not perform as anticipated by the fund. Credit default swaps could result in losses if the Fund does not correctly evaluate the creditworthiness of the company or companies on which the credit default swap is based.

A Fund will generally incur a greater degree of risk when it writes a swap option than when it purchases a swap option. When a Fund purchases a swap option it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when a Fund writes a swap option it will be obligated, upon exercise of the option, according to the terms of the underlying agreement.

Because swaps are two party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The swaps market is a relatively new market and is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect a Fund's ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

TEMPORARY TAXABLE INVESTMENTS

The Tax Free Funds may make temporary taxable investments. Temporary taxable investments will include only the following types of obligations maturing within 13 months from the date of purchase: (i) obligations of the U.S. government, its agencies and instrumentalities (including zero coupon securities); (ii) commercial paper rated not less than A-1 by Standard & Poor's, F1 by Fitch or P-1 by Moody's or which has been assigned an equivalent rating by another nationally recognized statistical rating organization; (iii) other short-term debt securities issued or guaranteed by corporations having outstanding debt rated not less than BBB- by Standard & Poor's or Fitch or Baa3 by Moody's or which have been assigned an equivalent rating by another nationally recognized statistical rating organization; (iv) certificates of deposit of domestic commercial banks subject to regulation by the U.S. government or any of its agencies or instrumentalities, with assets of $500 million or more based on the most recent published reports; and (v) repurchase agreements with domestic banks or securities dealers involving any of the securities which the Fund is permitted to hold.

TRUST PREFERRED SECURITIES

The Bond Funds other than Intermediate Government Bond Fund may invest in trust preferred securities as a non-principal investment strategy. Trust preferred securities are preferred securities typically issued by a special purpose trust subsidiary and backed by subordinated debt of that subsidiary's parent corporation. Trust preferred securities may have varying maturity dates, at times in excess of 30 years, or may have no specified maturity date with an onerous interest rate adjustment if not called on the first call date. Dividend payments of the trust preferred securities generally coincide with interest payments on the underlying subordinated debt. Trust preferred securities generally have a yield advantage over traditional preferred stocks, but unlike preferred stocks, distributions are treated as interest rather than dividends for federal income tax purposes and therefore, are not eligible for the dividends-received deduction. See "Taxation." Trust preferred securities are subject to unique risks, which include the fact that dividend payments will only be paid if interest payments on the underlying obligations are made, which interest payments are dependent on the

financial condition of the parent corporation and may be deferred for up to 20 consecutive quarters. There is also the risk that the underlying obligations, and thus the trust preferred securities, may be prepaid after a stated call date or as a result of certain tax or regulatory events, resulting in a lower yield to maturity.

U.S. GOVERNMENT SECURITIES

The Bond Funds, other than High Income Bond Fund, invest in U.S. government securities as a principal investment strategy. High Income Bond Fund and the Tax Free Funds may invest in such securities as a non-principal investment strategy. The U.S. government securities in which the Funds may invest are either issued or guaranteed by the U.S. government, its agencies or instrumentalities. The U.S. government securities in which the Funds invest principally are:

- direct obligations of the U.S. Treasury, such as U.S. Treasury bills, notes, and bonds;

- notes, bonds, and discount notes issued and guaranteed by U.S. government agencies and instrumentalities supported by the full faith and credit of the United States;

- notes, bonds, and discount notes of U.S. government agencies or instrumentalities which receive or have access to federal funding; and

- notes, bonds, and discount notes of other U.S. government instrumentalities supported only by the credit of the instrumentalities.

The government securities in which the Funds may invest are backed in a variety of ways by the U.S. government or its agencies or instrumentalities. Some of these securities, such as Government National Mortgage Association ("GNMA") mortgage-backed securities, are backed by the full faith and credit of the U.S. government. Other securities, such as obligations of the Federal National Mortgage Association ("FNMA") or the Federal Home Loan Mortgage Corporation ("FHLMC") are backed by the credit of the agency or instrumentality issuing the obligations but not the full faith and credit of the U.S. government. No assurances can be given that the U.S. government will provide financial support to these other agencies or instrumentalities because it is not obligated to do so. See "-- Mortgage-Backed Securities" above for a description of these securities and the Funds that may invest in them.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

Each of the Funds may purchase securities on a when-issued or delayed delivery basis as a non-principal investment strategy. When such a transaction is negotiated, the purchase price is fixed at the time the purchase commitment is entered, but delivery of and payment for the securities take place at a later date. A Fund will not accrue income with respect to securities purchased on a when-issued or delayed delivery basis prior to their stated delivery date. Pending delivery of the securities, each Fund will segregate cash or liquid securities in an amount sufficient to meet its purchase commitments.

The purchase of securities on a when-issued or delayed delivery basis exposes a Fund to risk because the securities may decrease in value prior to delivery. In addition, a Fund's purchase of securities on a when-issued or delayed delivery basis while remaining substantially fully invested could increase the amount of the Fund's total assets that are subject to market risk, resulting in increased sensitivity of net asset value to changes in market prices. A seller's failure to deliver securities to a Fund could prevent the Fund from realizing a price or yield considered to be advantageous.

When a Fund agrees to purchase securities on a when-issued or delayed delivery basis, the Fund will segregate cash or liquid securities in an amount sufficient to meet the Fund's purchase commitments. It may be expected that a Fund's net assets will fluctuate to a greater degree when it sets aside securities to cover such purchase commitments than when it sets aside cash. In addition, because a Fund will set aside cash or liquid securities to satisfy its purchase commitments, its liquidity and the ability of the Advisor to manage it might be affected in the event its commitments to purchase when-issued or delayed delivery securities ever became significant. Under normal market conditions, however, a Fund's commitments to purchase when-issued or delayed delivery securities will not exceed 25% of the value of its total assets.

ZERO COUPON SECURITIES

The Bond Funds and the Tax Free Funds may invest in zero coupon, fixed income securities. The Tax Free Funds do so as a principal investment strategy. The Bond Funds do so as a non-principal investment strategy. Zero coupon securities pay no cash income to their holders until they mature and are issued at substantial discounts from their value at maturity. When held to maturity, their entire return comes from the difference between their purchase price and their maturity value. Because interest on zero coupon securities is not paid on a current basis, the values of securities of this type are subject to greater fluctuations than are the value of securities that distribute income regularly and may be more speculative than such securities. Accordingly, the values of these securities may be highly volatile as interest rates rise or fall. In addition, while zero coupon securities generate income for purposes of generally accepted accounting standards, they do not generate cash flow and thus could cause a Fund to be forced to liquidate securities at an inopportune time in order to distribute cash, as required by the Internal Revenue Code of 1986, as amended (the "Code").

SPECIAL FACTORS AFFECTING SINGLE STATE TAX FREE FUNDS

As described in their Prospectuses, except during temporary defensive periods, each of Arizona Tax Free Fund, California Intermediate Tax Free Fund, California Tax Free Fund, Colorado Intermediate Tax Free Fund, Colorado Tax Free Fund, Minnesota Intermediate Tax Free Fund, Minnesota Tax Free Fund, Missouri Tax Free Fund, Nebraska Tax Free Fund, Ohio Tax Free Fund and Oregon Intermediate Tax Free Fund will invest primarily in municipal obligations issued by the state indicated by the particular Fund's name, and by the local and special-purpose political subdivisions of that state. Each such Fund, therefore, is susceptible to the political, economic and regulatory factors affecting issuers of the applicable state's municipal obligations. The following highlights only some of the more significant financial trends for each such state, and is based on information drawn from reports prepared by state budget officials, official statements and prospectuses relating to securities offerings of or on behalf of the respective state, its agencies, instrumentalities and political subdivisions, and other publicly available documents, as available on the date of this Statement of Additional Information. For each state, obligations of the local governments may be affected by budgetary pressures affecting the state and economic conditions in the state. The Funds have not independently verified any of the information contained in such official statements and other publicly available documents, but are not aware of any facts which would render such information inaccurate.

The economy and financial operations of each state are exposed to the risk of cyclical national recessions. In a recession, credit quality can drop if debt issuers do not maintain a balance between revenues and expenditures. The economy of any state is inextricably linked to the health of the U.S. national economy. The current global credit crisis, difficulties in the real estate market and signs of global recession have eroded confidence on Wall Street and among consumers. Considerable risks remain for the national economy, including the threat of further U.S. involvement in wars abroad and additional threats of terrorism in the U.S. These, and other national threats, may directly or indirectly influence the obligations of each state's local governments.

ARIZONA. Located in the country's Sunbelt, the State of Arizona has been, and is projected to continue to be, one of the fastest growing areas in the United States. The population of Arizona in 2007 was approximately 6.3 million, ranking 16th in the nation. The State is divided into 15 counties. Two of these counties, Maricopa County (including Phoenix) and Pima County (including Tucson), are more urban in nature and account for approximately 75% of total population and 80% of total wage and salary employment in Arizona, based on 2000 estimates. Also, the statewide population tends to fluctuate seasonally. The State has a significant winter tourist and part-time resident population. These demographic factors affect the amounts of revenue generated to pay for Arizona bonds. It also limits the diversity of these bonds.

Arizona's gross domestic product ("GDP") was $247 billion in 2007, making Arizona the 17th largest state economy. Arizona's average annual growth rate ranked 10th in the U.S. for the period from 2000 through 2006. As growth in the mining and agricultural sectors has diminished over the last 25 years, significant job growth has occurred in the areas of aerospace and high technology, construction, finance, insurance, and real estate. In 2007, the fastest growing industry in Arizona was natural resources and mining, while there was a decline within the construction industry after several years of growth. Many of the State's export industries -- those that bring money into the region from outside --are tied to business spending. Arizona's strong reliance on the electronics manufacturing industry exposes it to dependence on the pace of business investment in information technology products and services. High-tech industries include electronics, instruments, aircraft, space vehicles and communications. Tourism, particularly in the urban areas, is heavily skewed to business travel. Manufacturing, which is heavily high tech, is also tied to business spending as a result of the massive levels of investment by firms in productivity tools. In addition, the State's dependence on the hospitality and construction industries exposes its economy to shocks in consumer confidence.

Arizona's seasonally adjusted unemployment rate was 5.9% in September 2008, up 55% from the historical low of 3.8% in September 2007. The U.S. seasonally adjusted unemployment rate for September 2008 was 6.1%, up 30% from the rate of 4.7% in September 2008. In its October 2008 report, the Arizona Department of Commerce Research Administration's (ADCRA's) updated forecast projects a continued loss of nonfarm jobs for the 2008-2009 forecast period with a decrease of more than 47,000 jobs (or 1.8%). ADCRA projects that the Arizona recovery will be delayed until late 2009 and early 2010 because of higher commodity prices, especially for food and energy, stagnant incomes and the effects of the crisis in finance and housing. Stagnant incomes and rising prices have reduced the real spending power of the consumer and damaged the industries dependent on consumer spending such as trade, transportation, leisure and hospitality. Indicators of the continued downturn in the housing market include rising rates of mortgage foreclosures, declining sales of new and existing homes, higher inventories of unsold houses, falling housing starts and a continued decline in home prices. The reduction of credit availability as a result of widening financial market instability has served to compound the downturn in housing by increasing the difficulty in securing home loans for many buyers. As a result of tighter credit, less money is available to make loans not only for houses, but also other consumer and business purchases. Because of this reduced spending, firms are expected to decrease output and employment. Unfortunately, the current financial crisis has spread to other parts of the world and is contributing to the slowdown in global economic growth. Besides financial turbulence, higher commodity prices (especially for food and energy) have also contributed to a global economic slowdown. ADCRA's updated forecast projects a greater loss of nonfarm employment (-47,000 jobs or -1.8%) in 2008-2009 compared to its previous forecast released in May 2008 (-9,200 jobs, or -0.3%) because of a loss in business and consumer confidence. Higher food and energy prices, falling home values, stagnant incomes and contracting credit have all combined to erode business and consumer confidence.

The General Fund budget for the State for each fiscal year ("FY") is required by law to be balanced, with planned expenditures being no higher than anticipated revenues and other available funds. In Arizona, on average, around 88% of General Fund revenue flow is made up of individual income tax and sales tax collections, with corporate income taxes accounting for less than 10% even in robust years. Since most of the State's tax revenues come from volatile sources - sales and individual income taxes - the result is often fiscal stress during times of recession. Revenue collections have shown weakness during FY 2008, as employment deteriorates and consumers continue to hold back, evidenced by July-August 2008 collections falling more than $100 million below the enacted forecast. In October 2008, at Governor Janet Napolitano's direction, the Governor's Office of Strategic Planning and Budgeting ("OSPB") prepared three Budget Management Plan scenarios, covering a range of FY 2009 revenues. These plans have been developed to ensure the FY 2009 budget remains in balance. The policies used to achieve this plan state that the integral functions of State government must not be compromised; recommended spending reductions will be on an agency-by-agency and program-by-program basis, not across-the-board; all voter-protected and constitutionally created programs will be exempt from spending reductions; and appropriate application of previously used and accepted budgetary practices will be employed. The Budget Management Plan consists of four elements: a State agency budget savings strategy, which will reduce State General Fund expenditures by $75 million to $250 million in FY 2009; use of the Budget Stabilization Fund ("Rainy Day Fund"), with approximately $120 million available in FY 2009; fund transfers of approximately $50 million from balances of other funds to the General Fund; and additional FY 2009 Budget Management Options, which are expected to generate between $75 million and $380 million toward balancing the General Fund.

In 1990 the State legislature enacted the formula-based Rainy Day Fund into which deposits are required to be made during years of "above-trend" economic growth, for use in "below-trend" periods. It is, in essence, the state's savings account. In prior years, the Rainy Day Fund has been tapped for uses not originally intended by the statute. For example, funds from the Rainy Day Fund were used to pay for the Arizona State Hospital in FY 2000-FY 2003. In FY 2001-FY 2007, Rainy Day funds were transferred for payments on the Alternative Fuels Tax Credit. After these outlays, the Rainy Day Fund was entirely replenished by FY 2008. Funds from the Rainy Day Fund were used to help with the FY 2008 budget shortfall when the economy started turning down. The cash balance in the Rainy Day Fund as of August 30, 2008 was $201 million, and approximately $80 million is estimated to be used to balance the FY 2008

budget. The Governor's proposal is to transfer $120 million to the General Fund to help balance the FY 2009 budget, utilizing the Rainy Day Fund for its intended purpose.

The State of Arizona does not issue general obligation bonds. As a result, Arizona municipal bonds are issued by local jurisdictions (cities, school districts) or are tied to specific municipal projects. This also means that bonds are not always backed by statewide revenues. The State enters into certain lease transactions that are subject to annual renewal at its option. Local governmental units in the State are also authorized to incur indebtedness. The major source of financing for such local government indebtedness is an ad valorem property tax. In addition to financing public projects, local governments may also issue revenue bonds to be paid from the revenues of an enterprise or the proceeds of an excise tax, or from assessment bonds payable from special assessments. Arizona local governments have also financed public projects through leases that are subject to annual appropriation at the option of the local government.

Local governments face additional risks and constraints that may limit their ability to raise money. Certain obligations held by the Arizona Tax Free Fund may be obligations of issuers that rely in whole or in part, directly or indirectly, on ad valorem property taxes as a source of revenue. Arizona law limits the taxing powers of Arizona local governments and districts. There are two separate tax systems: a Primary system for taxes levied to pay current operation and maintenance expenses; and a Secondary system for taxes levied to pay principal and interest on bonded indebtedness, special district assessments and tax overrides. There are specific provisions under each system governing property value, the basis of assessment and maximum annual tax levies.

Under the Primary system, property value is the basis for determining primary property taxes of locally assessed real property and may increase by more than 10% per year only under certain circumstances. Under the Secondary system, there is no limitation on annual increases in full cash value of any property. Under the Primary system, annual tax levies are limited based on the nature of the property being taxed, and the nature of the taxing authority. Taxes levied for Primary purposes on residential property only are limited to 1% of the full cash value of such property. In addition, taxes levied for Primary purposes on all types of property by counties, cities, towns and community college districts are limited to a maximum increase of 2% over the prior year's levy, plus any amount directly attributable to new construction and annexation and involuntary tort judgments. The 2% limitation does not apply to taxes levied for Primary purposes on behalf of local school districts. Annual tax levies for bonded indebtedness and special district assessments are unlimited under the Secondary system.

There are periodic attempts in the form of voter initiatives and legislative proposals to further limit the amount of annual increases in taxes that can be levied by the various taxing jurisdictions without voter approval. In June 2006, Governor Napolitano signed State legislation to freeze local property tax assessments at the 2005 level, with annual increases limited to 2% plus the value of new construction. It is possible that if other such proposals were enacted, there would be an adverse impact on State or local government financing. It is not possible to predict whether any such proposals will be enacted in the future or what would be their possible impact on State or local government financing.

Provisions of the Arizona Constitution and State legislation limit increases in annual expenditures by counties, cities and towns and community college districts and school districts to an amount determined by the Arizona Economic Estimates Commission. This limitation is based on the entity's actual expenditures for FY 1979-80, with this base adjusted annually to reflect changes in population, cost of living, and boundaries.

Budgetary pressures affecting the State and the ability of the State to raise revenue may affect obligations of the State or local governments. A 1992 amendment to the Constitution of Arizona states that any legislation that provides for a net increase in State revenues will be effective only on the affirmative vote of two-thirds of the members of each house of the State Legislature, and Gubernatorial approval. If the Governor vetoes the measure, then the legislation may not become effective unless the legislation is approved by an affirmative vote of three-fourths of the members of each house. The constitutional amendment does not apply to the effects of inflation, increasing assessed valuation or any other similar effect that increases State revenue but which is not caused by an affirmative act of the Legislature. The

budgets enacted since FY 1993-94 have not provided for any increases in State revenues that required an approval from two-thirds of the State Legislature.

As of July 2008, Arizona was assigned an issuer credit rating of "AA" by Standard & Poor's and "Aa3" by Moody's. Any explanation concerning the significance of such ratings must be obtained from the rating agencies. There can be no assurance that such ratings will be maintained in the future. It should be noted that the creditworthiness of obligations issued by local Arizona issuers may be unrelated to the creditworthiness of obligations issued by the State of Arizona, and that there is no obligation on the part of the State to make payment on such local obligations in the event of default.

The foregoing information constitutes only a brief summary of some of the general factors that may impact certain issuers of Arizona municipal obligations and does not purport to be a complete or exhaustive description of all adverse conditions to which the issuers of such obligations held by the Arizona Tax Free Fund are subject. This information has not been independently verified. Additionally, many factors, including national economic, social and environmental policies and conditions, which are not within the control of the issuers of Arizona municipal bonds, could affect or could have an adverse impact on the financial condition of the issuers. The Fund is unable to predict whether or to what extent such factors or other factors may affect the issuers of Arizona municipal obligations, the market value or marketability of such obligations or the ability of the respective issuers of the obligations acquired by the Fund to pay interest on or principal of such obligations.

CALIFORNIA. The economy of the State of California is the largest in the U.S. and one of the largest in the world, having a gross domestic product ("GDP") of over $1.8 trillion in 2007. California accounts for slightly over 13% of the nation's output. The nation's next largest state economy--Texas--is about 62% the size of California's economy. The State's population of over 36.5 million has more than doubled since 1960 and now constitutes about 12% of the U.S. total.

In its October 2008 Finance Bulletin, the State of California Finance Department reported that the ongoing housing and financial crises continued to roil the California economy through August 2008. The state lost payroll jobs for the sixth consecutive month in August, and the unemployment rate rose again. Home building slowed, but home sales had stabilized. The State lost jobs in seven out of the first eight months of 2008. Since nonfarm employment peaked in July 2007, the state has lost 83,700 jobs, or 6,440 per month on average. California's unemployment rate rose to 7.7% in August, up from a revised 7.4% in July, and up from 5.5% a year earlier. The 2.2% increase from August 2007 to August 2008 was the largest year-over-year increase since July 1991. However, as much as a third of that jump may have been due to the U.S. Bureau of Labor Statistics' practice--adopted in January 2005--of adjusting state unemployment estimates so that they add up to the national estimate. This "benchmarking" of states' unemployment estimates has resulted in a huge increase in the variability of California's unemployment statistics. Home building slowed considerably in August, with slowdowns in both single and multi-family home building. Residential permits were issued at a seasonally adjusted annual rate of 55,645 units, down over 56.2% from a year earlier. Single-family permits were down 55.0%, while multi-family permitting was down 57.4%. New home permitting during the first eight months of 2008 was down 43.8% from the same months of 2007 and down 60% from the same period of 2006. Nonresidential construction also slowed in August. Nonresidential construction permitting was down 21.9% in August from a year earlier. For the first eight months of 2008 as a whole, nonresidential permitting was down 5.5% from the same months of 2007. In August, California real estate markets basically moved sideways. Existing home sales and home prices were essentially unchanged from July. Sales of existing single-family detached homes totaled 490,850 units at a seasonally adjusted annualized rate, according to the California Association of Realtors. Inventories remained elevated--although much better than at the beginning of the year. The Association's unsold inventory index stood at 6.7 months in August for the second consecutive month. The median price of existing, single-family homes sold in August was $350,140, essentially unchanged from July, but down 40.5% from August 2007.

The State's principal sources of General Fund revenues are the California personal income tax, sales tax, and bank and corporate taxes. The weakening State economy in 2007 and 2008, which is projected to continue in 2009, has resulted in significant reductions in State tax revenues below earlier

projections, creating an estimated budget gap of $15 billion that will need to be addressed in FY 2008-09. To balance the budget, Governor Schwarzenegger has proposed significant expenditure cuts in State programs and other one-time actions. The most significant of these actions is a proposal to securitize future receipts from the State Lottery, which, combined with a new budget stabilization procedure described below, would add $5.1 billion to FY 2008-09 revenues. Both of these actions will require voter approval at the November 2008 election. In addition, the State faces pressure on its cash management program and expects to have to access external markets for cash management borrowings commencing in the first quarter of FY 2008-09.

The FY 2008-09 Budget Act (the "2008 Budget Act") was adopted by the Legislature on September 18, 2008, along with a number of implementing measures, and signed by the Governor on September 23, 2008. In approving the 2008 Budget Act the Governor vetoed $850 million in General Fund appropriations). General Fund revenues and transfers for FY 2008-09 are projected at $103.0 billion, an increase of $1.8 billion or 1.8% compared with revised estimates for FY 2007-08. General Fund expenditures for FY 2008-09 are projected at $103.4 billion, a decrease of $0.1 billion from the $103.3 billion for 2007-08. The 2008 Budget Act projects to end FY 2008-09 with a $1.7 billion total reserve. As part of the 2008 Budget Act, the Legislature approved a constitutional amendment to be placed on the next statewide ballot after November 2008 that would mandate at least 3% to 12.5% of General Fund revenues each year to be sequestered into the Budget Stabilization Account ("BSA"), unless the BSA is full or moneys are being accessed in a deficit year. In addition to the annual transfer, in years that revenues are above 5% of the amounts included in the budget act for that fiscal year would be required to be transferred. Under normal circumstances, the State would set aside $1.509 billion for FY 2008-09 in the BSA for rainy day purposes. On May 28, 2008, the Governor issued an Executive Order which officially suspends the BSA transfer for FY 2008-09. The 2008 Budget Act reflects the suspension of this transfer to the BSA for FY 2008-09. The 2008 Budget Act also includes legislation that, if approved by the voters of the State, authorizes the California State Lottery to adopt changes to improve its financial performance. The 2008 Budget Act is proposing to securitize future lottery revenues to fund a newly created Debt Retirement Fund, with the first $5.0 billion in securitization revenues to be available in FY 2009-10. The 2008 Budget Act has several other major General Fund components, including tax law changes, and additional funding for K-12 education, higher education, health and human services, and transportation.

As of July 2008, California maintained an issuer credit rating of "A+" by both Standard & Poor's and Fitch, and "A1" by Moody's. There can be no assurance that such ratings will be maintained in the future. It should be noted that the creditworthiness of obligations issued by local California issuers may be unrelated to the creditworthiness of obligations issued by the State of California, and that there is no obligation on the part of the State to make payment on such local obligations in the event of default.

In addition to California's credit quality, there are a number of additional risks to investing in California municipal securities. Certain municipal securities may be obligations of issuers that rely in whole or in part on State revenues for payment of such obligations. Such revenues may be affected by limitations imposed on new taxes or tax increases. In 1978, State voters approved an amendment to the State Constitution known as Proposition 13. The amendment limits ad valorem (according to value) taxes on real property and restricts the ability of taxing entities to increase real property taxes and assessments, and limits the ability of local governments to raise other taxes. State legislation was adopted that provided for the reallocation of property taxes and other revenues to local public agencies, increased State aid to such agencies, and provided for the assumption by the State of certain obligations previously paid out of local funds. More recent legislation has reduced State assistance payments to local governments. There can be no assurance that any particular level of State aid to local governments will be maintained in future years. For example, when vehicle license fees, which go to local governments, were recently lowered, the State contributed the amount of money lost so local governments would not lose needed income. The Governor's May 2005 revised budget, by way of example, included pay-back of 50% of the Vehicle License Fee Gap due to local governments. Local governments could suffer financially if the State government were to halt such payments. In addition, local governments may face other reductions in State fiscal aid for various programs.

Some local governments in California have experienced notable financial difficulties, and there is no assurance that any California issuer will make full or timely payments of principal or interest or remain solvent. For example, in December 1994, Orange County, California, together with its pooled investment funds, which included investment funds from other governments, filed for bankruptcy. Orange County has since emerged from bankruptcy. Los Angeles County, the nation's largest county, in the recent past has also experienced financial difficulty and its financial condition will continue to be affected by the large number of county residents who are dependent on government services and a structural deficit in its health department.

To close certain loopholes in previously passed Propositions, California voters approved Proposition 218 in November 1996. It requires that all taxes for general purposes obtain a simple majority popular vote and that taxes for special purposes obtain a two-thirds majority vote. Proposition 218 limits the authority of local governments to impose property-related assessments, fees and charges, requiring that such assessments be limited to the special benefit conferred and prohibiting their use for general governmental services. Proposition 218 also allows voters to use their initiative power to reduce or repeal previously authorized taxes, assessments, fees and charges. It is unclear how this right of local initiative may be used in cases where taxes or charges have been or will be specifically pledged to secure debt issues. The interpretation and application of Proposition 218 will ultimately be determined by the courts with respect to a number of matters, and it is not possible at this time to predict with certainty the outcome of such cases. Due to limitations like Propositions 13 and 218, obligations of the State or local governments may be affected by the ability of the State to raise revenue.

Article XIII B of the California Constitution (the "Appropriation Limit") imposes a limit on annual appropriations from tax proceeds. Originally adopted in 1979, Article XIII B was modified by Proposition 98 in 1988 and Proposition 111 in 1990. Excluded from the Appropriation Limits are prior (pre 1979) debt service and subsequent debt incurred as the result of voter authorizations, court mandates, qualified capital outlay projects and certain increases in gasoline taxes and motor vehicle weight fees. Certain civil disturbance emergencies declared by the Governor and appropriations approved by a two-thirds vote of the legislature are excluded from the determination of excess appropriations, and the appropriations limit may be overridden by local voter approval for up to a four-year period. On November 8, 1988, California voters approved Proposition 98, a combined initiative constitutional amendment and statute called "the Classroom Instruction Improvement and Accountability Act." This amendment changed school funding below the University level by guaranteeing K-14 schools a minimum share of General Fund Revenues. Suspension of the Proposition 98 funding formula requires a two-thirds vote of Legislature and the Governor's concurrence. Proposition 98 also contains provisions transferring certain funds in excess of the Article XIII B limit to K-14 schools. As amended by Proposition 111, the Appropriation Limit recalculated annually by taking the actual FY1986-1987 limit and applying the Proposition 111 cost of living and population adjustments as if that limit had been in effect. The Appropriations Limit is tested over consecutive two-year periods under this amendment. Any excess "proceeds of taxes" received over such two-year period above the Appropriation Limits for the two-year period is divided equally between transfers to K-14 and taxpayers.

In March 2004, California voters approved two measures designed to address the cumulative budget deficit and to implement structural reform. Under the California Economic Recovery Bond Act (Proposition 57), the State is authorized to issue up to $15 billion of economic recovery bonds (of which $10.9 billion have been issued as of October 2006 to finance the negative General Fund reserve as of June 30, 2004, and other General Fund obligations undertaken prior to June 30, 2004. The Balanced Budget Amendment (Proposition 58), discussed above, restricts future long-term deficit financing and requires the State to adopt and maintain a balanced budget and to establish a reserve fund.

In November 2006, voters approved Proposition 1A, which had been placed on the ballot by the Legislature as Senate Constitutional Amendment No. 7, to protect Proposition 42 transportation funds from any further suspensions. Current provisions of the State Constitution enacted as Proposition 42 in 2002, permit the suspension of the annual transfer of motor vehicle fuel sales tax revenues from the General Fund to the Transportation Investment Fund if the Governor declares that the transfer will result in a "significant negative fiscal impact" on the General Fund and the Legislature agrees with a two-thirds vote of each

house. The new measure modifies the constitutional provisions of Proposition 42 in a manner similar to Proposition 1A of 2004, so that if such a suspension occurs, the amount owed by the General Fund must be repaid to the Transportation Investment Fund within three years, and only two such suspensions can be made within any ten-year period. In FY 2003-04, the scheduled Proposition 42 transfer of $868 million was suspended, and in FY 2004-05 the full transfer of $1.258 billion was suspended. The Proposition 42 transfer was fully funded in FY 2005-06 at $1.359 billion. The 2006 Budget Act fully funded the Proposition 42 transfer at $1.415 billion for FY 2006-07, and also included $1.415 ($1.215 billion from the General Fund) for advance repayment of a portion of the FY 2003-04 and FY 2004-05 suspensions. The 2007 Budget Act fully funded the Proposition 42 transfer at $1.439 billion and the required repayment for remaining Proposition 42 debts at $83 million for FY 2007-08. The 2008 Budget Act fully funds the Proposition 42 transfer for FY 2008-09 at $1.432 billion with another $83 million to repay a portion of past suspensions.

California has been burdened with unexpected repercussions from electricity market deregulation and adverse developments in the electric utilities industry. These include imbalances between supply and demand, unexpectedly high and volatile generating costs, decreased system reliability, increased competitive pressures, deterioration in the financial condition and credit quality of electric utilities, and the effects of changing environmental, safety, licensing and other requirements. Widely publicized difficulties in California's energy supplies had been seen in early 2001 to pose some risks to the economy, but during the summers of 2001 and 2002 there were no electricity blackouts or shortages of natural gas. Energy difficulties are mitigated by the fact that California's economy is very energy-efficient. U.S. Department of Energy statistics for 1999 revealed that California ranked 50th of the 50 states in energy expenditures as a percentage of State domestic product. Additional risks exist and others may develop in the future. The timing and success of any market, regulatory, legislative, or other solution to these problems is uncertain.

There are numerous civil actions pending against the State, which could, if decided against the State, require the State to make significant future expenditures and may substantially impair revenues and cash flow. It is not possible to predict what impact, if any, such proceedings may have on the California Tax Free Fund and California Intermediate Tax Free Fund.

Finally, California is subject to unique natural hazard risks. Earthquakes can cause localized economic harm that could limit the ability of governments to repay debt. Cycles of drought and flooding are also concerns insofar as they affect agricultural production, power generation, and the supply of drinking water. One of the State's most acute problems is its need for water. Wells and underground aquifers are drying up in San Diego County and Southern California because of several years of drought, an occurrence that has had little effect upon current water supplies, but which could eventually put added strain on the region's scarcest, shrinking, resource. Cutbacks in federally funded water projects in the 1970s and 80s led many California cities to begin buying water from areas with a surplus, but political problems associated with water sharing continue.

The foregoing information constitutes only a brief summary of some of the general factors that may impact certain issuers of California municipal obligations and does not purport to be a complete or exhaustive description of all adverse conditions to which the issuers of such obligations held by the California Intermediate Tax Free Fund and California Tax Free Fund are subject. This information has not been independently verified. Additionally, many factors, including national economic, social and environmental policies and conditions, which are not within the control of the issuers of California municipal bonds, could affect or could have an adverse impact on the financial condition of the issuers. The Funds are unable to predict whether or to what extent such factors or other factors may affect the issuers of California municipal obligations, the market value or marketability of such obligations or the ability of the respective issuers of the obligations acquired by the Funds to pay interest on or principal of such obligations.

COLORADO. The State of Colorado is the most populous state in the Rocky Mountain region. The State has two distinctive geographic and economic areas. The eastern half of the State consists of the eastern plains, which are flat, open and largely devoted to farming, and the Front Range, which contains the major metropolises. The State's population and wealth are concentrated in the Front Range, principally in

four major metropolitan areas: Denver/Boulder, Colorado Springs, Fort Collins/Greeley and Pueblo. The population of Colorado in 2007 was 4.8 million, ranking 22nd in the nation. These demographic factors affect the amounts of revenue generated to pay for Colorado bonds. They may also limit the diversity of these bonds.

Denver, the State capital and the largest city in Colorado, is the major economic center in the State and the Rocky Mountain region, having developed as a regional center for transportation, communication, finance and banking. More recently, the Front Range has attracted advanced-technology industries. Colorado's gross domestic product ("GDP") was $236 billion in 2007, making Colorado the 20th largest state economy. The State's economy is sensitive to the national economy, leading to economic performance that depends a great deal on economic performance at the national level. The State economy and State financial operations are exposed to the risk of cyclical national recessions. In a recession, credit quality can drop if debt issuers do not maintain a balance between revenues and expenditures.

Colorado's economy continues to show that it is more resilient and perhaps better poised to rebound from the current national financial turmoil than the national economy. By comparison, Colorado is experiencing lower unemployment, greater job growth, and lower inflation than the nation overall, and is supportive of Colorado's focus on booming industries like renewable and non-renewable energy, biosciences, and technology. While there is still a significant amount of uncertainty surrounding the recent problems in the financial industry, and the federal bailout of governmental sponsored enterprises Freddie Mac and Fannie Mae, the current circumstances appear to have affected Colorado far less than other states, for several reasons. First, in general, wholesale and retail energy prices have been on the decline since early July. Second, crude oil prices have made renewable energy producers more economically competitive. The cluster of major research universities and federal laboratories in the State along with the State's efforts to attract the renewable energy industry to Colorado have resulted in the State becoming a magnet for private-sector ventures in renewable energy. It appears this sector will lead the way for economic growth in Colorado for the foreseeable future. Third, although certain parts of the State remain distressed by foreclosures, the current state of the residential real estate market is substantially stronger in Colorado than the rest of the country. According to the Standard & Poor's / Case-Shiller index, Denver's real estate market is one of the strongest of any major metropolitan area of the country. In the most recent data available, the price index for Denver posted a one-month increase of 1.5% in June. Compared to June 2007, home prices in Denver are down 5%. However, this is the mildest decrease of any large metropolitan area except Dallas, Texas. Real estate also continues to be strong on the Western Slope, in response to the continuing influx of oil and gas workers.

The September 2008 Revenue Forecast of the Colorado Office of State Planning and Budgeting ("OSPB") projects that personal income will grow 5.2% in 2008 and 4.4% in 2009. These estimates reflect 0.9% and 1.8% reductions from the June 2008 forecast and are due primarily to lower wage and salary growth as well as an unemployment rate that is significantly higher than previously expected. The Colorado unemployment rate dropped to 3.8% in 2007, its lowest reading since 2000. The general economic slowdown has pulled unemployment rates closer to historical average rates between 5% and 6%. Due to slowing growth in sectors that typically hire young persons and seasonal help, the Colorado unemployment rate is projected to reach an average of 4.9% for calendar 2008, where it is anticipated to remain through 2009, before starting a slow decline. Colorado's economy cannot be totally insulated from broader economic issues. With the recent events in the credit markets, there is concern that regardless of Colorado's focus on immerging industries, there will not be enough access to capital for these businesses to exceed. It is too early to tell whether the federal government's capital infusions will be sufficient to stabilize markets and stimulate the financial system.

Because of limitations in the State Constitution, the State of Colorado issues no general obligation bonds. Although Colorado has no outstanding general obligation debt, as of July 2007, Standard & Poor's rates Colorado lease obligations "AA-" and Moody's rates these obligations "Aaa." Fitch has no ratings for Colorado obligations. These ratings reflect the State's credit quality only and do not indicate the creditworthiness of other tax-exempt securities in which the Funds may invest.

The State's budget process begins in June of each year when State departments prepare both operating and capital budgets for the fiscal year beginning 13 months later. In August, these budgets are submitted to the OSPB for review and analysis. The OSPB advises the governor on departmental budget requests and overall budgetary status. Budget decisions are made by the governor following consultation with affected departments and the OSPB. The State Constitution requires that expenditures for any fiscal year not exceed revenues for such fiscal year.

Certain municipal securities may be obligations of issuers that rely in whole or in part on State revenues for payment of such obligations. The largest source of the State's General Fund revenues is receipts generated by the individual income tax. Since most of Colorado's tax revenues come from volatile sources - sales and personal income taxes - the result is often fiscal stress during times of recession.

Like many states, the State of Colorado faced budgetary constraints as a result of the recession that started in spring 2001 and the events of September 11, 2001. Over the last few years, however, the State's financial situation has improved. Colorado managed to close an $809 million gap in 2003 with spending reductions and revenue enhancement measures. The State's General Fund ended FY 2002-03 with a $224.9 million reserve and FY 2003-04 with a $346.9 million reserve. In FY 2004-05, the State's General Fund ended the year with a $331.4 million reserve. This reserve exceeded the statutory 4% reserve, described below, by $94 million. The FY 2005-06 General Fund ended the year with a $688.5 million reserve, exceeding the statutory 4% reserve by $436.8 million. The FY 2006-07 General Fund ended the year with a $536.7 million reserve, exceeding the statutory 4% reserve by $269.7 million. The FY 2007-08 General Fund ended the year with a $325.4 million reserve, exceeding the statutory 4% reserve by $41.9 million. According to the OSPB's September 2008 forecast, after increasing 2.7% in FY 2007-08, gross General Fund revenues are expected to increase 4.3% in FY 2008-09 and 5.0% in FY 2009-10. Through FY 2008-09, the State is projected to have enough General Fund revenue to maintain appropriations growth of 6%. The State is not projected to have excess General Fund reserves after FY 2007-08.

The adoption by voters of revenue and expenditure limitations poses additional risks in Colorado. In Colorado, unlike many states, only voters can approve tax increases, making it harder to increase State and local revenues. The Taxpayers Bill of Rights ("TABOR") is one limitation, which applies to all levels of State and local government. TABOR limits increases in State revenue collections from one year to the next to the rate of inflation rate plus the percentage of population growth and requires voter approval of tax increases. Voter approval is also required for any new taxes or to increase current taxes. Any surpluses the State collects must be returned to taxpayers. There is no provision in TABOR to account for cyclical revenue swings. After logging TABOR revenue surpluses for five years, the TABOR surplus disappeared in FY 2001-02 and remained absent through FY 2003-04. In FY 2004-05, the TABOR surplus reappeared after a four-year absence, totaling $44.7 million. Colorado voters in November 2005 passed Referendum C, which (i) allows the State to keep and spend revenues above normal TABOR limits for five years and (ii) beginning in 2011, creates a new State spending cap equal to the greatest amount of money collected in any fiscal year between 2006 and 2010, adjusted for inflation and population growth in 2011 and subsequent years. The constitutional spending limit will be reinstated in 2010, at which point Colorado could begin to see budgetary issues once again.

The State has accumulated very limited emergency reserve funds and it does not currently have a device in place, such as a "Rainy Day" fund, to smooth government revenues and expenditures over the business cycle. Colorado operates under two separate reserve requirements that obligate the State to set aside moneys. First, the statutory reserve requires that 4% of General Fund appropriations be set aside for revenue shortfalls. If at any time during the year revenue projections indicate that there would not be sufficient General Fund revenues to maintain at least half of the required 4% (i.e., 2%), the Governor must take steps to reduce or restrict spending. Secondly, Article XX of the Colorado Constitution, enacted by popular vote in response to the 1992 TABOR initiative, includes a requirement for an "emergency reserve fund" of 3% of the annual budget. This emergency reserve fund is specifically forbidden for use in economic emergencies. It can only be used in the case of a natural disaster like a flood or tornado, and all dollars used must be repaid by the close of the fiscal year.

Issuers of municipal securities that rely on revenue sources, such as property taxes, may encounter financial constraints that impact the obligations of these issuers. Recently, many of the State's resort-related commercial real estate has converted to residential property in the form of timeshares. Under the State constitution, commercial properties are taxed at a higher rate than are residential parcels. As more commercial real estate converts into residential real estate, there may be less tax income from property tax to fund local governments. Under the Gallagher Amendment to the Colorado Constitution enacted in 1982 the State's total residential assessed value cannot make up more than 45% of the overall assessed value of property in the State. That means as home values rise, or new homes are constructed, the 45% cap forces residential real estate to be assessed at an ever-decreasing rate.

The State's tourism industry is a major component of Colorado's economic base. It encompasses a cross section of economic sectors, though not reported as a separate economic sector. Accommodations & food services, along with recreation services, provide a reasonable indication of tourism activity. According to a June 2008 report by the Colorado Tourism Office, the number of visitors to Colorado in 2007 surpassed a 1992 record set shortly before state funding for advertising was slashed. Though tourism funding was restarted in 2000, it had taken the state nearly eight years to regain the market share that was lost. The 2007 data shows tourism was up 4% and tourism spending was up 10% to $9.8 billion from 2006. This marked the fourth consecutive year tourism had grown in the state. Colorado was 17th in overall market share and first in share of overnight ski trips in 2007. The state had dropped to 23rd in overall ranking in 2004.

Finally, Colorado is subject to unpredictable weather. If there is good snow for the upcoming ski season the profits of ski resorts and the tourism industry as a whole could likely benefit. Ample snow would also likely mean fuller reservoirs and could potentially reduce the chance of severe droughts. Cycles of drought and flooding are concerns insofar as they affect agricultural production, power generation, and the supply of drinking water.

The foregoing information constitutes only a brief summary of some of the general factors that may impact certain issuers of Colorado municipal obligations and does not purport to be a complete or exhaustive description of all adverse conditions to which the issuers of such obligations held by the Colorado Intermediate Tax Free Fund and Colorado Tax Free Fund are subject. This information has not been independently verified. Additionally, many factors, including national economic, social and environmental policies and conditions, which are not within the control of the issuers of Colorado municipal bonds, could affect or could have an adverse impact on the financial condition of the issuers. The Funds are unable to predict whether or to what extent such factors or other factors may affect the issuers of Colorado municipal obligations, the market value or marketability of such obligations or the ability of the respective issuers of the obligations acquired by the Funds to pay interest on or principal of such obligations.

MINNESOTA. Minnesota's constitutionally prescribed fiscal period is a biennium, and Minnesota operates on a biennial budget basis. Legislative appropriations for each biennium are prepared and adopted during the final legislative session of the immediately preceding biennium. Prior to each fiscal year of a biennium, Minnesota's Department of Finance allots a portion of the applicable biennial appropriation to each agency or other entity for which an appropriation has been made. An agency or other entity may not expend moneys in excess of its allotment. If revenues are insufficient to balance total available resources and expenditures, Minnesota's commissioner of finance, with the approval of the governor, is required to reduce allotments to the extent necessary to balance expenditures and forecasted available resources for the then current biennium. The governor may prefer legislative action when a large reduction in expenditures appears necessary, and if Minnesota's legislature is not in session the governor is empowered to convene a special session.

Diversity and a significant natural resource base are two important characteristics of the Minnesota economy. Generally, the structure of the State's economy parallels the structure of the United States economy as a whole. There are, however, employment concentrations in the manufacturing categories of fabricated metals, machinery, computers and electronics, and food. Historically, the State's

unemployment rate had consistently been less than the national unemployment rate, but in 2007 Minnesota's unemployment rate for the year was equal to the U.S. average, and in the first eight months of 2008 Minnesota's unemployment rate was greater than or equal to the U.S. average in three (February through April). Since 1980, Minnesota per capita income generally has remained above the national average. In 2007, Minnesota per capita personal income was 106.3% of its U.S. counterpart.

The State relies heavily on a progressive individual income tax and a retail sales tax for revenue, which results in a fiscal system that is sensitive to economic conditions. During the first half of 2003, the State addressed substantial projected budget deficits by substantially reducing projected spending, including aid to local government and higher education, transferring funds from other accounts, deferring certain expenditures and transfers, in some cases by borrowing funds, deferring certain sales tax refunds, and raising fees. On February 27, 2004, the Minnesota Department of Finance released an Economic Forecast projecting, under then current laws, a general fund deficit of $160 million for the biennium ending June 30, 2005. A forecasted deficit is not automatically reduced by the budget reserve, because gubernatorial or legislative action is required to access the reserve. Minnesota's Constitution prohibits borrowing for operating purposes beyond the end of a biennium, but the commissioner of finance, with the approval of the governor, has statutory authority in the event of a projected deficit to release reserve funds and reduce unexpended allotments of prior transfers and appropriations. The State legislature adjourned its 2004 regular session without substantially reducing the projected deficit, but the governor exercised his statutory powers to eliminate the projected deficit, primarily through reductions in spending. On February 28, 2005, the Department of Finance released an updated Economic Forecast projecting, under then current laws, a general fund balance of $175 million for the biennium ending June 30, 2005, but, after reflecting legislatively mandated allocations of this surplus to restoring the State's budget reserve to $653 million and reversing some shifts in the timing of school aid payments, the projected balance was reduced to zero. The Department also forecast a $466 million General Fund shortfall for the biennium ending June 30, 2007, after allowing for a $350 million cash flow account and a $653 million budget reserve, based on projected expenditures of $30.2 billion. The State enacted legislation to eliminate the shortfall, largely relying on a new cigarette fee and a variety of tax increases.

The General Fund had a substantial unrestricted surplus of $1.1 billion at the end of the last biennium, June 30, 2007. The Department of Finance February 2008 Forecast, however, projected a $935 million (2.7%) General Fund deficit for June 30, 2009, after reducing the projected $68 million unreserved balance by the statutorily mandated $653 million budget reserve and $350 million cash flow account. Legislation was enacted to increase revenues by $206 million, reduce overall spending by $125 million, transfer $110 million of funds from certain non-general funds, and reduce the budget reserve by $500 million to $153 million. As a result, end of session estimates projected a $6 million unrestricted General Fund balance for June 30, 2009, based on expenditures of $34.593 billion, after reducing the projected $509 unreserved balance by the $153 million budget reserve and the $350 million cash flow account. The Minnesota Council of Economic Advisors has, for some time, urged the State to increase its budget reserve substantially to 5% of biennial spending. Planning estimates for the next biennium ending June 30, 2011, reflecting the legislation, indicated that projected revenues would fall short of projected expenditures by $946 million, not taking into account any balances carried forward from the current biennium. While wage and price inflation is included in revenue planning estimates, State law prohibits using a general inflation adjustment to project expenditures. A general inflation adjustment of 1.9% each fiscal year would add $1.041 billion to expenditures for the next biennium. The Department's next official Forecast will not be released until November, so the information provided above does not reflect the nation's recent economic difficulties. In its October 2008 Economic Update, the Department of Finance reported that revenues for the fiscal year ending June 30, 2008 were substantially greater than previously forecast, and that revenues during the quarter ending September 30, 2008 also were more than estimated, despite very weak sales tax collections. But the Update also warned that the State's national economic consultant has forecast a much weaker economy for the remainder of 2008 and all of 2009 than was reflected in the budget projections discussed above. Furthermore, the banking, securities and investment, and insurance sectors are important contributors to the State's economy, reflecting approximately 5.9% of total employment and an even larger share of wages and salaries.

The State is a party to a variety of civil actions that could adversely and materially affect the State's General Fund. In addition, substantial portions of State and local revenues are derived from federal expenditures, and reductions in federal aid to the State and its political subdivisions and other federal spending cuts may have substantial adverse effects on the economic and fiscal condition of the State and its local governmental units. Risks are inherent in making revenue and expenditure forecasts. Economic or fiscal conditions less favorable than those reflected in State budget forecasts may create additional budgetary pressures.

State grants and aids represent a large percentage of the total revenues of cities, towns, counties and school districts in Minnesota, so State budgetary difficulties may have substantial adverse effects on such local government units. Generally, the State has no obligation to make payments on local obligations in the event of a default. Accordingly, factors in addition to the State's financial and economic condition will affect the creditworthiness of Minnesota tax-exempt obligations that are not backed by the full faith and credit of the State. Even with respect to revenue obligations, no assurance can be given that economic or other fiscal difficulties and the resultant impact on State and local government finances will not adversely affect the ability of the respective obligors to make timely payment of the principal of and interest on Minnesota tax-exempt obligations that are held by the Funds or the value or marketability of such obligations.

Certain Minnesota tax legislation could adversely affect the tax-exemption, value and marketability of Minnesota municipal bonds held by the Funds. (Please see the final two paragraphs in "Taxation".) Possible future changes in federal and State income tax laws, including rate reductions, also could adversely affect the value and marketability of such bonds.

The foregoing information constitutes only a brief summary of some of the general factors that may impact certain issuers of Minnesota municipal obligations and does not purport to be a complete or exhaustive description of all adverse conditions to which the issuers of such obligations held by the Funds are subject. This information has not been independently verified. Additionally, many factors, including national economic, social and environmental policies and conditions, that are not within the control of the issuers of Minnesota municipal bonds, could affect or could have an adverse impact on the financial condition of the issuers. The Funds are unable to predict whether or to what extent such factors or other factors may affect the issuers of Minnesota municipal obligations, the market value or marketability of such obligations or the ability of the respective issuers of the obligations acquired by the Funds to pay interest on or principal of such obligations.

MISSOURI. Missouri's gross domestic product ("GDP") was over $229 billion in 2007, making Missouri the 22nd largest state economy. Missouri's economy rests chiefly on industry, with aerospace and transportation equipment as the main industries. Food products, chemicals, printing and publishing, machinery, fabricated metals, and electrical equipment are also important. The development of resorts in the Ozarks, including Branson and several lakes, has boosted tourism income. St. Louis is an important center for the manufacture of metals and chemicals. In Kansas City, long a leading market for livestock and wheat, the manufacture of vending machines and of cars and trucks are leading industries. Because Missouri and certain municipalities have large exposure to manufacturing, trends in these industries, over the long term, may impact the demographic and financial position of Missouri and its municipalities. Missouri remains important agriculturally. With over 100,000 farms, the State ranks second only to Texas. The most valuable farm products are soybeans, corn, cattle, hogs, wheat, and dairy items. The State consistently ranks high in the amount of cash it receives from farm crops, livestock and products. Because of this, Missouri is subject to unique natural hazard risks. Cycles of drought and flooding are concerns insofar as they affect agricultural production, in addition to affecting drinking water and power supplies. Defense-related businesses play an important role in Missouri's economy. In addition to the large number of civilians employed at the various military installations and training bases in the State, aircraft production and defense-related businesses receive sizable annual defense contract awards, and thus Missouri is vulnerable to possible cutbacks in defense spending. Over the past two decades, Missouri has consistently ranked among the top eight states in total military contract awards.

The June 2008 economic report from the Missouri Economic Research and Information Center ("MERIC") shows that the end of 2007 and first half of 2008 have been a difficult time for both the U.S. and Missouri economies. The housing market has not yet stabilized, creating problems across a wide array of industries. A number of the State's large employers are in the auto industry (Daimler Chrysler and Ford are the 17th and 19th largest employers, respectively), which continues to struggle. The Kansas City Ford plant produces the Ford F150 pickup truck and Chrysler's St. Louis plant produces minivans and pickup trucks. These operations may face cut backs in production and employment. In addition, the State has a heavy weighting of jobs in the defense industry, which could weaken should military spending decline. Rising energy prices are weighing on consumers and businesses alike. Consumer budgets are feeling the additional strain of rising food prices. Labor markets are weak, with employment decreasing in the majority of industries and unemployment rising. According to U.S. Bureau of Labor Statistics' data, through November 2007, the State gained 12,000 jobs over the previous twelve months, growth of 0.4%, and 87,900 jobs since January 2005. Between November 2006 and November 2007, 6,200 jobs were lost in motor vehicle and transportation equipment manufacturing, a reduction of 9.5%. Conversely, the State gained 18,900 private service-producing jobs over the same period, an increase of 1.0%. Despite this churning in the job market, on a year-over-year basis, personal income growth during calendar year 2007 is projected to be 5.4%, which is above average. Missouri's economic outlook over the next two years is similar to that of the nation, weighed down by the general outlook in the housing and automotive industries. However, Missouri's exporters are benefiting from the weak dollar, and continue setting new records for total exports. Growth will continue in the service sectors. Below average employment growth of 0.4 to 0.6% is expected annually. Personal income growth will slow to 4.0% in 2008, increasing to 4.3% in 2009. Risks to this outlook include slower consumer spending as a result of sharply reduced residential investment activity and higher energy prices, and further slowdowns in vehicle manufacturing.

The State faces significant challenges related to the expenditure demands of Medicaid, elementary and secondary education, higher education, and correctional institutions. From a financial standpoint, Missouri continues to proactively address its budget concerns and maintains a conservative financial management policy. The Missouri Constitution limits the amount of taxes that can be imposed in addition to giving the governor line-item veto power and the authority to withhold allotments of appropriated funds in the course of a fiscal year whenever actual revenues are below projections. A constitutional amendment also requires a reserve fund be maintained at 7.5% of the previous year's net general revenue collections. It remains fully funded.

General revenue growth below long-term averages is expected in FY 2009. The revised FY 2008 and initial FY 2009 revenue estimates project net growth of 3.1% and 3.4%, respectively. The revenue base has held up well through the first half of 2008. Growth in individual income tax receipts is expected to remain strong. However, consumer spending on taxable items is being dragged down as consumers consider reducing debt loads and dealing with high energy prices. Tax changes in the form of income tax relief for seniors and sales tax relief for manufacturers will slow revenue growth. Another year of substantial tax credit growth will reduce receipts. General revenues in FY 2009 will be affected by the slowing in the overall economy. Finally, the continued implementation of the 2004 transportation ballot initiative, Constitutional Amendment No. 3, will impact FY 2008 and FY 2009. This will lower general revenue collections by an estimated $30 million annually.

Fixing any potential State revenue shortfalls may be complicated by the fact that the State Constitution prohibits raising taxes beyond a certain point without voter approval. The adoption by voters of revenue and expenditure limitations, like Missouri's Hancock Amendment, a measure that limits the growth of State-government income, has placed many local governments under a degree of fiscal stress. The amendment, which was approved by voters in 1980, generally restricts the growth of State income to the rate of growth of personal income in Missouri. It also requires that voters must approve most government tax or fee increases.

In November 2000, the voters of Missouri approved the creation of a Budget Reserve Fund (commonly called the "Rainy Day" fund) by combining the State's Cash Operating Reserve Fund and the Budget Stabilization Fund. The fund is required to have 7.5% of the previous year's net general revenue

collections. Reductions in the Rainy Day fund may adversely affect future State budgets if such funds are needed to cover additional revenue shortfalls.

Local governments face additional constraints that may limit their ability to raise money. These constraints may impact the municipal obligations of these issuers. In Missouri, the property tax has traditionally been the largest source of revenue for local governments in general. Property taxes are taxes on the value of real property (such as land and buildings) owned by a resident or business in the community and are paid on an annual basis. For counties, property tax revenues are 40% of total revenues, and for municipalities, 17%. In Missouri, tax levies were reduced following reassessment pursuant to Article X Section 22 of the Constitution of Missouri adopted by the voters in 1980 to ensure that taxing jurisdictions would not reap windfalls as a result of biennial reassessments. Thus, revenues generated after implementation of reassessment did not increase appreciably from revenues received prior to the statewide reassessment program.

Missouri's general obligation debt carries ratings of "Aaa" by Moody's and "AAA" by Standard & Poor's and Fitch. Missouri is one of only seven states that has received this rating from all three rating organizations. General obligation bonds can only be issued through voter-approved amendments to the State's Constitution.

There are also limitations on State and local debt issuance that may affect the ability to generate revenue on a State and local level. Limitations on the State debt and bond issues are contained in Article III, Section 37 of the Constitution of Missouri. The General Assembly, or the people by initiative, may submit the proposition to incur indebtedness to voters of the State, and the bonds may be issued if approved by a majority of those voting. Locally, under Article V of the Missouri Constitution, no county, city, incorporated town or village, school district or other political corporation or subdivision of the State is allowed to incur debt beyond the income and revenue provided for such year plus any unencumbered balances from previous years.

Missouri has a Constitutional Amendment, Article X, approved by voters in November 1980, that limits revenue to the ratio of FY 1980-81 State revenue to calendar year 1979 State personal income (about 5.6%) multiplied by the greater of State personal income in the previous calendar year or the average State personal income over the previous three calendar years. No assurances can be given that the amount of revenue derived from taxes will remain at its current level or that the amount of State grants to local governments will continue. Future spending cuts and budgetary constraints may adversely affect local government by placing shifting additional monetary and administrative burdens onto local governments.

The foregoing information constitutes only a brief summary of some of the general factors that may impact certain issuers of Missouri municipal obligations and does not purport to be a complete or exhaustive description of all adverse conditions to which the issuers of such obligations held by the Missouri Tax Free Fund are subject. This information has not been independently verified. Additionally, many factors, including national economic, social and environmental policies and conditions, which are not within the control of the issuers of Missouri municipal bonds, could affect or could have an adverse impact on the financial condition of the issuers. The Fund is unable to predict whether or to what extent such factors or other factors may affect the issuers of Missouri municipal obligations, the market value or marketability of such obligations or the ability of the respective issuers of the obligations acquired by the Fund to pay interest on or principal of such obligations.

NEBRASKA. Agriculture is Nebraska's dominant occupational pursuit. The State's chief agricultural products are cattle, corn, hogs, soybeans, and wheat. As the dollar depreciates against other foreign currencies, U.S. exports are promoted. Nebraska's agriculture sector has a large dependency on international markets. If the U.S. dollar falls too quickly, this could harm Nebraska's trading partners, weakening their economies and lowering their demand for Nebraska products. A controlled lowering of the U.S. dollar is most beneficial to the Nebraska economy. Because of the importance of agriculture, Nebraska is also subject to unique natural hazard risks. Cycles of drought and flooding are concerns insofar as they affect agricultural production, power generation, and the supply of drinking water. Droughts also lead to

less sales tax revenue, less income tax, fewer sales at retailers in rural Nebraska and other potential negative effects on local municipal government.

Nebraska's gross domestic product ("GDP") was $80 billion in 2007, making Nebraska the 36th largest state economy. Nebraska's largest industry is food processing, which derives much of its raw materials from local farms. The State has diversified its industries since World War II, and the manufacture of electrical machinery, primary metals, and transportation equipment, is also important. Mineral deposits of oil (discovered in Cheyenne County in 1949-50), sand and gravel, and stone contribute to the State's economy. Data from the State Department of Labor show Nebraska's total nonfarm employment (not seasonally adjusted) at 974,336, which is 1.1% more than August 2007. Nebraska's annual average unemployment rate has been among the lowest in the nation for the last decade. In August 2008, State labor data showed Nebraska's unemployment rate (not seasonally adjusted) at 3.2%, compared to 6.1% nationally. The Bureau of Business Research of the University of Nebraska-Lincoln and the Nebraska Business Forecast Council remain optimistic on Nebraska's economic future and have published the following comments about its economy. Aggregate farm income is expected to grow rapidly in the next two years. Solid broad-based employment growth, rising proprietor incomes, and strong growth in dividend and interest incomes will lead to strong overall growth in non-farm personal income. While housing construction will not fully recover until 2008 or 2009, other components of the construction industry, such as hospital, health care, hotel and restaurant construction activity should grow steadily. Nebraska should also continue to benefit from further decentralization of manufacturing activity away from the industrial Midwest to areas in Nebraska. Opportunities continue to improve in the food processing sector and the transportation and warehousing industries are expected to continue to expand rapidly. Finally, strong growth is expected in services employment, in areas such as health care and social assistance.

The General Fund is the chief operating fund of the State. The major General Fund liability is the estimated tax refunds payable of $291 million. Such refunds payable are $11 million less than the expected taxes owed the State. Other assets of the General Fund available to pay non tax-refund liabilities exceed such liabilities by $961 million. On June 30, 2006, the General Fund had a positive fund balance of $692 million. While both revenues and expenditures increased in 2007, revenues again exceeded expenditures which increased the fund balance $285 million in 2007, which was about equal to the $289 million increase that occurred in 2006. This operating increase in 2007, when coupled with the $6 million of net transfers out, caused the General Fund balance to increase by $279 million, ending with a fund balance of $972 million. Revenues in 2007 were more than anticipated and were up $131 million over 2006 chiefly due to (1) an increase in income tax revenue of $58 million (a 3% increase) over 2006 and (2) increased investment income of $57 million due to more funds being invested at higher interest rates. Sales taxes from increased retail sales were up 1.5% over last year. Expenditures were less than budgeted due to continued efforts by agency heads to be conservative in spending.

To compensate for any downturns in revenues, the State has maintained a budgetary basis Cash Reserve Fund. While this Cash Reserve Fund is commingled with General Fund cash in the General Fund financial statements, it is separate and distinct in that, by State statute, it can only be used (1) when the cash balance of the General Fund is insufficient to meet General Fund current obligations and (2) for legislatively mandated transfers to other funds. Any money transferred in accordance with item one above must be repaid as soon as there is sufficient cash in the General Fund cash account to do so. No such need existed in 2007. The Cash Reserve Fund was at $177 million at the beginning of 2006. Due to the fact that 2005 revenues exceeded the forecast, a statutory requirement caused a $262 million transfer from the General Fund cash account to the Cash Reserve Fund in fiscal year 2006 in July 2005. Offsetting this large transfer was a $146 million payment made on August 1, 2005 from the Cash Reserve Fund to settle a lawsuit against the State related to a low-level radioactive waste site. There were also other transfers out of the Fund of $19 million, leaving a Cash Reserve Fund balance at June 30, 2006 of $274 million. The statutory transfer for excess receipts for FY 2006 of $260 million was made in July, 2006. There were transfers out of the reserve of $18 million, leaving a balance of $516 million at June 30, 2007.

Certain municipal securities may be obligations of issuers that rely in whole or in part on State revenues for payment of such obligations. A decline in State revenues may adversely affect the obligations of these municipal security issuers.

General obligation bonds of the State maintain an "AA+" rating from Standard and Poor's, as of July 2008. There can be no assurance that such ratings will be maintained in the future. It should be noted that the creditworthiness of obligations issued by local Nebraska issuers may be unrelated to the creditworthiness of obligations issued by the State of Nebraska, and that there is no obligation on the part of the State to make payment on such local obligations in the event of default.

The foregoing information constitutes only a brief summary of some of the general factors which may impact certain issuers of Nebraska municipal obligations and does not purport to be a complete or exhaustive description of all adverse conditions to which the issuers of such obligations held by the Nebraska Tax Free Fund are subject. This information has not been independently verified. Additionally, many factors, including national economic, social and environmental policies and conditions, which are not within the control of the issuers of Nebraska municipal bonds, could affect or could have an adverse impact on the financial condition of the issuers. The Fund is unable to predict whether or to what extent such factors or other factors may affect the issuers of Nebraska municipal obligations, the market value or marketability of such obligations or the ability of the respective issuers of the obligations acquired by the Fund to pay interest on or principal of such obligations.

OHIO. Ohio's gross domestic product ("GDP") was $466 billion in 2007, making Ohio the 7th largest state economy. Ohio ranks third in the nation in manufacturing, with a concentration of both durable and non-durable goods production, especially transportation equipment (mostly cars, trucks and their parts), primary metals (principally iron and steel), fabricated metal products, non-metallic mineral products, electrical equipment and appliances, machinery, and plastic and rubber products. As a result of Ohio's reliance on manufacturing, the State's general economic activity, as in many other industrially developed states, tends to be more cyclical than in some other states and in the nation as a whole. Economic activity in and around Ohio has been sluggish. Ohio's seasonally adjusted unemployment rate was 7.2% in September 2008, up from 5.9% in September 2007. The U.S. seasonally adjusted unemployment rate for September 2008 was 6.1%. Total employment in Ohio is expected to increase 7.3% over the 10-year period from 2004-2014. Personal income in Ohio grew at 4.7% in 2007. The State is projecting slow growth through 2008 with a 1.9% increase in personal income. Industrial and construction activity deteriorated in Ohio and across the country over the course of the summer in 2008. Real consumer income and spending probably declined during the third quarter of 2008 and is expected to decline further during the fourth quarter.

Although manufacturing remains the largest single major sector in Ohio, the service-producing sectors now produce a combined 76% of the State's GDP and are expected to account for virtually all job growth over the 2004-2014 period. Service sectors concentrated in Ohio include the management of companies and enterprises and, to a lesser extent, the provision of health care and social assistance.

The State operates on the basis of a fiscal biennium for its appropriations and expenditures. Under current law that biennium for operating purposes runs from July 1 in an odd-numbered year to June 30 in the next odd-numbered year. The current fiscal biennium began July 1, 2007 and will end June 30, 2009. Most State operations are financed through the general revenue fund ("GRF"). Personal income and sales use taxes are the major GRF sources. Growth and depletion of GRF ending fund balances show a consistent pattern related to national economic conditions, with the ending fiscal year balance reduced during less favorable and increased during more favorable economic periods. The Ohio constitution prohibits the State from borrowing money to fund operating expenditures in the GRF. Therefore, by law, the GRF's budget must be balanced so that appropriations do not exceed available cash receipts and cash balances for the current fiscal year. The State also maintains a "rainy day" fund, the Budget Stabilization Fund ("BSF"), generally funded by designation from the fiscal year GRF surplus, if any, and which under current law and until used is intended to carry a balance of up to 5% of the GRF revenue for the preceding fiscal year.

Fiscal Year ("FY") 2008 GRF tax revenues were $31.8 million below original estimates. Total expenditures in FY 2008 totaled $26.4 billion, which was 1.9% above FY 2007 levels, but 2.4% below original forecast. As of the end of FY 2008 (June 30, 2008), the State had a GRF budgetary fund balance of $807.5 million, up from the $215.5 million fund balance at the end of FY 2007. With the State's economy expected to be negatively affected by the national economic downturn, the Ohio Office of Budget and

Management ("OBM") has been closely monitoring the State's major revenue sources (especially the sales, personal and corporate income taxes) and in January 2008 reduced its original GRF revenue projections by $172.6 million for FY 2008 and $385.1 for FY 2009. Based on those lower GRF revenue estimates and increased costs associated with rising Medicaid caseloads, OBM projected a budgetary shortfall for the current biennium (June 30, 2009) of $733 million. In response, on January 31, 2008, Governor Ted Strickland issued an executive order directing expenditure reductions and spending controls totaling approximately $509.1 million for the biennium as well as limitations on major purchases, hiring and travel. An employee reduction plan was also announced aimed at reducing the State's workforce by up to 2,700 through attrition, unfilled vacancies and an early retirement incentive program. Expressly excluded from the cutbacks are appropriations for or relating to debt service on State obligations, State higher education instructional support, foundation formula support for primary and secondary education, Medicaid entitlement programs, and ad valorem property tax relief payments. The General Assembly has also identified the following measures including (i) various transfers totaling $183 million, including unspent agency appropriations; (ii) cancelling cost of living adjustments for certain exempt State employees; and (iii) authorizing expansion of the State-run lottery system to include "keno" games. Based on the expenditure reductions, spending controls and other measures identified above, OBM is currently projecting a positive GRF fund balance at the end of the current biennium. The State's Constitution precludes the State from ending a fiscal year or biennium in a "deficit" position. The Governor and OBM will continue to closely monitor revenues and expenditures and work with the General Assembly to ensure these positive GRF ending fund balances.

Most capital improvements in Ohio are funded through the issuance of debt. The incurrence or assumption of debt by the State without a popular vote is, with limited exceptions, prohibited by the State Constitution. Currently, tax supported general obligation debt of the State is authorized to be incurred for the following purposes: highways, local infrastructure, coal development, natural resources, higher education, common schools, conservation, research and development, and site development. State special obligation debt is authorized by the State Constitution for certain specified purposes. This debt is not supported by excises or taxes levied by the General Assembly. Rather, debt service payments are subject to biennial appropriations (from the GRF, with certain exceptions) by the General Assembly pursuant to leases or agreements entered into by the State. A 1999 constitutional amendment provides an annual debt service "cap" applicable to future issuances of State general obligations and other State direct obligations payable from the GRF or net State lottery proceeds. Generally, and except for the additional $650,000,000 of general obligation debt approved by voters at the November 8, 2005 election for research and development and the development of sites and facilities, new bonds may not be issued if future fiscal year debt service on those new and the then outstanding bonds of those categories would exceed 5% of the total estimated GRF revenues plus net State lottery proceeds during the fiscal year of issuance. Direct obligations of the State subject to the debt service cap include general obligation and special obligation bonds that are paid from the State's GRF, but exclude general obligation bonds payable from non-GRF funds (such as highway bonds that are paid from highway user receipts). Application of the 5% cap may be waived in a particular instance by a three-fifths vote of each house of the Ohio General Assembly.

State and local agencies issue obligations that are payable from revenues from or relating to certain facilities (but not from taxes). By judicial interpretation, these obligations are not "debt" within constitutional provisions described above. Ohio's general obligation debt is rated "Aa1" by Moody's and "AA+" by Fitch. There can be no assurance that such ratings will be maintained in the future. It should be noted that the creditworthiness of obligations issued by local Ohio issuers may be unrelated to the creditworthiness of obligations issued by the State of Ohio, and that there is no obligation on the part of the State to make payment on such local obligations in the event of default.

The foregoing information constitutes only a brief summary of some of the general factors that may impact certain issuers of Ohio municipal obligations and does not purport to be a complete or exhaustive description of all adverse conditions to which the issuers of such obligations held by the Ohio Tax Free Fund are subject. This information has not been independently verified. Additionally, many factors, including national economic, social and environmental policies and conditions, which are not within the control of the issuers of Ohio municipal bonds, could affect or could have an adverse impact on the financial condition of the issuers. The Fund is unable to predict whether or to what extent such factors

or other factors may affect the issuers of Ohio municipal obligations, the market value or marketability of such obligations or the ability of the respective issuers of the obligations acquired by the Fund to pay interest on or principal of such obligations.

OREGON. Oregon has a diverse economic base with significant components in timber and other natural resources, construction, high technology, manufacturing, trade and tourism. Oregon's gross domestic product ("GDP") was $158 billion in 2007, making Oregon the 26th largest state economy. According to the September 2008 data from the Oregon Office of Economic Analysis ("OEA"), the second quarter of 2008 would have been the 20th consecutive quarter of rising employment in the State. This five-year pace was cut short one quarter with a seasonally adjusted job decline of 1.7%. Except for the 1.6% job growth in the first quarter of 2008, the quarterly job gains have been below 1.0% since the second quarter of 2007. On a year-over-year basis, jobs increased in the second quarter by 0.4%. The same areas which have been pressuring the U.S. economy over the past year are also taking their toll on the Oregon economy. The combined softening impacts of housing, financial, and energy markets are causing widespread slowing in job markets. Employment sectors that lost jobs in the second quarter include construction, manufacturing, retail trade, information, financial activities, and leisure and hospitality. Although the job losses are spread across many sectors, private education and health services had strong job gains. OEA forecasts a decline of 0.7% in total employment in third quarter 2008 and further declines of 0.9% in the fourth quarter of 2008. The first quarter of 2009 will still be anemic with growth of 0.4%. The Oregon economy is not forecasted to recover until the latter part of 2009.

The OEA's September 2008 forecast for General Fund revenues for the 2007-09 biennium is $12.9 billion, a decrease of $119.2 million from the June 2008 forecast. The relatively small decrease (approximately 1%) is the result of the expectation of the current economic slowdown extending well into 2009, rather than turning around earlier in the year. The projected ending balance for 2007-09 equals $23.8 million, $119.2 million below the June 2008 forecast. Total General Fund revenues are forecasted to increase 19.9% to $15.5 billion in the 2009-11.

Like other segments of Oregon's economy, geography and natural resources have played a role in the development of the State's international activities. The majority of the State's international trade occurs through the Port of Portland, where an efficient system for dealing with a large number of vessels has been developed, including modern grain elevators, cranes, break-bulk and containerized cargo facilities, and ship repair and dry-dock facilities. Other important ports are located at the coastal cities of Astoria, Newport and Coos Bay. The State has a total of 23 port districts, all of which are located on navigable waterways.

Oregon natural resources attract millions of visitors each year. Nearly four hundred miles of the Oregon Coast define its western border, where all the beaches are public by statute. With nine climate regions, Oregon offers a variety of environments from rain forest to high desert, and plateau to dormant volcanic ranges topped with glacier-covered peaks. As Oregon's economy continues to diversify, tourism plays a vital role in creating new job opportunities and strengthening local and regional revenues. In 2007, an estimated $8.3 billion was generated in Oregon by travel spending, a 5.2% increase over 2005 spending.

The Oregon budget is approved on a biennial basis by separate appropriation measures. Although the governor recommends a budget, no omnibus budget measure is approved. A biennium begins July 1 and ends June 30 of odd-numbered years. Measures are passed for the approaching biennium during each regular legislative session, held beginning in January of odd-numbered years. The most significant feature of the budgeting process in Oregon is the constitutional requirement that the budget be in balance at the end of each biennium. Because of this provision, Oregon may not budget a deficit and is required to alleviate any revenue shortfalls within each biennium.

The 1979 Legislative Assembly approved a statutory mechanism under which taxpayers could receive a tax refund if certain conditions occurred after the close of the legislative session. This statutory process was made a constitutional requirement by voters at the November 2000 General Election. If the estimated revenues from either of two General Fund revenue categories of corporate tax or all other revenues (which includes the personal income tax) is exceeded by more than 2%, a tax credit for corporations or a tax refund for individuals is extended to all taxpayers in that category (also known as the

"2% kicker"). For corporations, the credit is based on the tax liability for the calendar year containing the end of the biennium (for example, 1999 liability for the 1997-99 kicker). For individuals, the refund is based on the previous calendar year's tax liability (for example, the 1998 liability for the 1997-99 kicker). The personal tax refund has been triggered eight times since 1981 and was last triggered for during the 2005-2007 biennium. The corporate tax credit was last triggered in 2003-05, the sixth time that it has occurred. Under the constitutional amendment adopted in November 2000, the State may retain the kicker moneys only if two-thirds of each house of the Legislative Assembly votes to keep the kicker.

Oregon does not have a sales tax. As a result, State tax revenues are particularly sensitive to economic recessions. The principal source of State tax revenues are personal income and corporate income taxes. The State derives a substantial majority of its general fund revenues from its personal income tax and is, therefore, particularly susceptible to economic changes that affect personal income levels. Among the risks facing the Oregon economy are:
geopolitical events and domestic economic factors (such as inflation, increased interest rates or stock market corrections) that could depress business activity or consumer behavior; changes in the value of the U.S. dollar against foreign currencies that could lower demand for Oregon products; a possible collapse of the housing market; rising regional energy prices slower than anticipated recovery or outsourcing of manufacturing; and possible reforms to the State's public employees retirement system, possible State and local government budget shortfalls and other potential initiatives and reforms that could result in increased taxes, reduced services and increased debt to address unfunded liabilities.

The Oregon State Constitution reserves to the people the initiative power to amend the constitution and State statutes by placing measures on the general election ballot. In the November 2004 general election, Oregon voters approved Measure 37, which entitles certain landowners to compensation for the decline in market value of their property as a result of certain land use regulations, or alternatively, to have land use regulations waived as to their use of their property. Measure 37 primarily affects the State, counties and certain other units of local government that make and enforce Oregon's land use laws. According to a report of the Institute of Portland Metropolitan Studies at Portland State University, at the end of October 2006, approximately 3,500 Measure 37 claims had been filed, requesting a total of more than $6 billion in compensation. The vast majority of Measure 37 claims submitted have resulted in a waiver of land use regulations. There can be no assurance that most Measure 37 claims will continue to be waived in the future, or that litigation will not require the payment of some claims. A lawsuit was filed challenging the constitutionality of Measure 37, and in February 2006, the Oregon Supreme Court held that the measure does not violate the Oregon or U.S. Constitution. Additional lawsuits have been filed, and remain pending, challenging denials of claims and waivers.

The 2003 State Legislative Assembly enacted certain changes to the Oregon Public Employees Retirement System (PERS). These changes were challenged in several lawsuits in State and federal courts. The Oregon State Supreme Court ruled on several of the cases in March 2005, upholding some changes and rejecting others. Other cases remain pending in State and federal courts. Depending on the outcome of these cases, State and local governments may need to increase taxes, reduce other expenditures or increase bonded indebtedness to cover unfunded liabilities to PERS.

As of July 2008, all outstanding general obligation bonds of the State of Oregon are rated "AA" by S&P and "Aa2" by Moody's. Each such rating reflects only the views of the respective rating agency, and an explanation of the significance of such rating may be obtained from such rating agency. There is no assurance that such ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely by such rating agency if, in the judgment of such rating agency, circumstances so warrant. Any such downward revisions or withdrawals of ratings could have adverse effects on the market price of the State's municipal obligations.

The foregoing information constitutes only a brief summary of some of the general factors that may impact certain issuers of Oregon municipal obligations and does not purport to be a complete or exhaustive description of all adverse conditions to which the issuers of such obligations held by the Oregon Intermediate Tax Free Fund are subject. This information has not been independently verified.

Additionally, many factors, including national economic, social and environmental policies and conditions, which are not within the control of the issuers of Oregon municipal bonds, could affect or could have an adverse impact on the financial condition of the issuers. The Fund is unable to predict whether or to what extent such factors or other factors may affect the issuers of Oregon municipal obligations, the market value or marketability of such obligations or the ability of the respective issuers of the obligations acquired by the Fund to pay interest on or principal of such obligations.

INVESTMENT RESTRICTIONS

In addition to the investment objectives and policies set forth in the Prospectus and under the caption "Additional Information Concerning Fund Investments" above, each of the Funds is subject to the investment restrictions set forth below. The investment restrictions set forth in paragraphs 1 through 8 below are fundamental and cannot be changed with respect to a Fund without approval by the holders of a majority of the outstanding shares of that Fund as defined in the 1940 Act, i.e., by the lesser of the vote of (a) 67% of the shares of the Fund present at a meeting where more than 50% of the outstanding shares are present in person or by proxy, or (b) more than 50% of the outstanding shares of the Fund.

None of the Funds will:

1. Concentrate its investments in a particular industry, except that any Fund with one or more industry concentrations implied by its name shall, in normal market conditions, concentrate in securities of issues within that industry or industries. For purposes of this limitation, the U.S. Government, and state or municipal governments and their political subdivisions are not considered members of any industry.

Whether a Fund is concentrating in an industry shall be determined in accordance with the 1940 Act, as interpreted or modified from time to time by any regulatory authority having jurisdiction.

2. Borrow money or issue senior securities, except as permitted under the 1940 Act, as interpreted or modified from time to time by any regulatory authority having jurisdiction.

3. With respect to 75% of its total assets, purchase securities of an issuer (other than (i) securities issued by other investment companies, (ii) securities issued by the U.S. Government, its agencies, instrumentalities or authorities, or (iii) repurchase agreements fully collateralized by U.S. Government securities) if
(a) such purchase would, at the time, cause more than 5% of the Fund's total assets taken at market value to be invested in the securities of such issuer; or (b) such purchase would, at the time, result in more than 10% of the outstanding voting securities of such issuer being held by the Fund. This investment restriction does not apply to the Tax Free Funds (other than Tax Free Fund, Short Tax Free Fund and Intermediate Tax Free Fund).

4. Invest in companies for the primary purpose of control or management.

5. Purchase physical commodities or contracts relating to physical commodities. With respect to Inflation Protected Securities Fund, this restriction shall not prohibit the Fund from investing in options on commodity indices, commodity futures contracts and options thereon, commodity-related swap agreements, and other commodity-related derivative instruments.

6. Purchase or sell real estate unless as a result of ownership of securities or other instruments, but this shall not prevent the Funds from investing in securities or other instruments backed by real estate or interests therein or in securities of companies that deal in real estate or mortgages.

7. Act as an underwriter of securities of other issuers, except to the extent that, in connection with the disposition of portfolio securities, it may be deemed an underwriter under applicable laws.

8. Make loans except as permitted under the 1940 Act, as interpreted or modified from time to time by any regulatory authority having jurisdiction.

For purposes of applying the limitation set forth in number 1 above, according to the current interpretation by the SEC, a Fund would be concentrated in an industry if 25% or more of its total assets, based on current market value at the time of purchase, were invested in that industry. The Funds will use industry classifications provided by Bloomberg, Lehman Brothers, or other similar sources to determine its compliance with this limitation.

For purposes of applying the limitation set forth in number 2 above, under the 1940 Act as currently in effect, the Fund is not permitted to issue senior securities, except that the Fund may borrow from any bank if immediately after such borrowing the value of the Fund's total assets is at least 300% of the principal amount of all of the Fund's borrowings (i.e., the principal amount of the borrowings may not exceed 33 1/3% of the Fund's total assets). In the event that such asset coverage shall at any time fall below 300% the Fund shall, within three days thereafter (not including Sundays and holidays) reduce the amount of its borrowings to an extent that the asset coverage of such borrowing shall be at least 300%.

For purposes of applying the limitation set forth in number 8 above, there are no limitations with respect to unsecured loans made by the Fund to an unaffiliated party. However, when the Fund loans its portfolio securities, the obligation on the part of the Fund to return collateral upon termination of the loan could be deemed to involve the issuance of a senior security within the meaning of Section 18(f) of the 1940 Act. In order to avoid violation of Section
18(f), the Fund may not make a loan of portfolio securities if, as a result, more than one-third of its total asset value (at market value computed at the time of making a loan) would be on loan.

Because each of the Tax Free Funds refers to tax-free investments in its name, each has a fundamental investment policy that it will normally invest at least 80% of its assets in investments that pay interest exempt from federal and, for state-specific funds, applicable state income tax, including the federal alternative minimum tax and, for the state-specific funds (except for Arizona Tax Free Fund, Missouri Tax Free Fund, Nebraska Tax Free Fund, Ohio Tax Free Fund, and Oregon Intermediate Tax Free Fund), the applicable state alternative minimum tax.

The following restrictions are non-fundamental and may be changed by FAIF's Board of Directors without a shareholder vote:

None of the Funds will:

1. Invest more than 15% of its net assets in all forms of illiquid investments.

2. Borrow money in an amount exceeding 10% of the borrowing Fund's total assets except that High Income Bond Fund may borrow up to one-third of its total assets and pledge up to 15% of its total assets to secure such borrowings. None of the Funds will borrow money for leverage purposes. For the purpose of this investment restriction, the use of options and futures transactions and the purchase of securities on a when-issued or delayed delivery basis shall not be deemed the borrowing of money. No Fund will make additional investments while its borrowings exceed 5% of total assets.

3. Make short sales of securities.

4. Lend portfolio securities representing in excess of one-third of the value of its total assets.

5. Pledge any assets, except in connection with any permitted borrowing and then in amounts not in excess of one-third of the Fund's total assets, provided that for the purposes of this restriction, margin deposits, security interests, liens and collateral arrangements with respect to options, futures contracts, options on futures contracts, and other permitted investments and techniques are not deemed to be a pledge of assets for purposes of this limitation.

6. Acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on subparagraph (F) or subparagraph (G) of Section 12(d)(1) of the 1940 Act.

With respect to the non-fundamental restriction set forth in number 1 above, the Fund will monitor portfolio liquidity on an ongoing basis and, in the event more than 15% of the Fund's net assets are invested in illiquid investments, the Fund will reduce its holdings of illiquid securities in an orderly fashion in order to maintain adequate liquidity.

The Board of Directors has adopted guidelines and procedures under which the Funds' investment advisor is to determine whether the following types of securities which may be held by certain Funds are "liquid" and to report to the Board concerning its determinations: (i) securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933; (ii) commercial paper issued in reliance on the "private placement" exemption from registration under
Section 4(2) of the Securities Act of 1933, whether or not it is eligible for resale pursuant to Rule 144A; (iii) interest-only and principal-only, inverse floating and inverse interest-only securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities; and (iv) municipal leases and securities that represent interests in municipal leases.

For determining compliance with its investment restriction relating to industry concentration, each Fund classifies asset-backed securities in its portfolio in separate industries based upon a combination of the industry of the issuer or sponsor and the type of collateral. The industry of the issuer or sponsor and the type of collateral will be determined by the Advisor. For example, an asset-backed security known as "Money Store 94-D A2" would be classified as follows: the issuer or sponsor of the security is The Money Store, a personal finance company, and the collateral underlying the security is automobile receivables. Therefore, the industry classification would be Personal Finance Companies -- Automobile. Similarly, an asset-backed security known as "Midlantic Automobile Grantor Trust 1992-1 B" would be classified as follows:
the issuer or sponsor of the security is Midlantic National Bank, a banking organization, and the collateral underlying the security is automobile receivables. Therefore, the industry classification would be Banks -- Automobile. Thus, an issuer or sponsor may be included in more than one "industry" classification, as may a particular type of collateral.

FUND NAMES

With respect to any Fund, with the exception of any Tax Free Fund, that has adopted an investment strategy pursuant to Rule 35d-1 of the 1940 Act, whereby at least 80% of the Fund's net assets (plus the amount of any borrowings for investment purposes) must be invested in a strategy suggested by the Fund's name, a policy has been adopted by the Funds to provide shareholders with at least 60 days notice in the event of a planned change to the investment strategy. Such notice to shareholders will meet the requirements of Rule 35d-1(c).

DISCLOSURE OF PORTFOLIO HOLDINGS

PUBLIC DISCLOSURE

Each Fund is required by the SEC to file its portfolio holdings schedule with the SEC on a quarterly basis. This schedule is filed with each fund's annual and semi-annual reports on form N-CSR for the second and fourth fiscal quarters and on Form N-Q for the first and third fiscal quarters. These filings are generally available within sixty days of the end of the relevant Fund's fiscal quarter. In addition, the First American Fund Family makes portfolio holdings information publicly available for all First American Funds other than Equity Index Fund, Mid Cap Index Fund and Small Cap Index Fund (the "Index Funds," series of FAIF), the series of FAF (the "Money Market Funds"), which are money market funds, and the series of the Mount Vernon Trust by posting the information on the First American Funds website on a quarterly basis. The Funds will attempt to post such information within ten business days of the quarter end. Until such time as it is posted, it will be Undisclosed Holdings Information, as defined below, and subject to the Funds' procedures regarding the disclosure of Undisclosed Holdings Information.

NONPUBLIC DISCLOSURE

The Funds' board of directors has adopted policies and procedures (the "Disclosure Policies"), which prohibit the release of information concerning portfolio holdings, or information derived therefrom ("Undisclosed Holdings Information"), that has not been made public through SEC filings or the website. Different exceptions to this prohibition are made depending on the type of third party that receives the Undisclosed Holdings Information. The Disclosure Policies are designed to prevent the use of portfolio holdings information to trade against the Funds, or otherwise use the information in a way that would harm the Funds, and to prevent selected investors from having nonpublic information that will allow them to make advantageous decisions with respect to purchasing and selling Fund shares.

Because the portfolios of the Index Funds generally mirror the composition of published indices, the Index Funds are not subject to the Disclosure Policies. In addition, the Money Market Funds are not subject to the Disclosure Policies because these Funds hold only short-term money market securities that generally do not vary significantly in value over short periods of time. The Mount Vernon Trust is not subject to the Disclosure Policies because the series of the trust are not available to the general public, but are only offered in connection with the investment of collateral received in connection with securities lending. Because of the types of securities held by, or the limited purpose of, the foregoing Funds, such Funds' portfolio holdings information would not be subject to the types of misuses that the Disclosure Policies are designed to prevent.

Disclosure within FAF Advisors and Its Affiliates and to Fund Directors. Undisclosed Holdings Information and information derived therefrom is provided, or otherwise made available, on a daily basis (a) without prior approval, to individuals who are employed by FAF Advisors and who have a need to know the information, such as investment, compliance and treasury personnel, and
(b) to individuals employed by affiliates of FAF Advisors who are not otherwise entitled to receive such information under "Disclosure to Fund Service Providers and Prospective Service Providers," below, if (1) such individuals are subject to FAF Advisors Code of Ethics, or that of an affiliate, which imposes a duty not to trade on such information; (2) the fund to which such information relates is subject to FAF Advisors' market timing review; and (3) FAF Advisors' Internal Compliance Controls Committee has determined that improper use of such information by such individuals is not likely to affect the funds in any material respect based on factors such as the types of funds to which the Undisclosed Holdings Information relate, the flows of investment into such funds, and reports of portfolio managers regarding the stability of assets in such funds.

Undisclosed Holdings Information and information derived therefrom also may be provided to directors of the First American Funds and their service providers, such as counsel, as part of the materials for regular or special board of directors meetings without prior approval.

Disclosure to Fund Service Providers and Prospective Service Providers. Undisclosed Holdings Information and information derived therefrom is provided, or otherwise made available, on a daily basis to the Advisor (as described above), sub-advisors, custodians, administrators, transfer agents, securities lending agents, and outside accountants. Undisclosed Holdings Information may also be provided to outside counsel, entities that provide Class B share financing, proxy voting organizations, financial printers, pricing services and other organizations that provide or propose to provide services to the First American Funds. Prior to receiving Undisclosed Holdings Information, a service provider or prospective service provider must enter into a written agreement with the Funds to maintain the information in confidence, to use the information only for the purpose for which it is provided, and not to trade on the basis of any such information that is material nonpublic information. Notwithstanding the foregoing, any sub-advisor to a First American Fund may disclose Undisclosed Holdings Information and information derived therefrom to any third party which it employs to perform accounting, administrative, reporting or ancillary services required to enable such sub-advisor to perform its functions under its sub-advisory agreement relating to such First American Fund, provided that (a) the third party is subject to a confidentiality agreement that specifically prevents the misuse of such information, and (b) the sub-advisor agrees in substance (i) to act in good faith and with due diligence in the selection, use and monitoring of such third parties, and (ii) to be solely responsible for any loss caused by, or mistake, gross negligence or misconduct of, such third party.

Disclosure to Fund Ranking and Ratings Organizations. Undisclosed Holdings Information and information derived therefrom may be provided to organizations that provide mutual fund rankings and ratings, such as Morningstar, Lipper, Moody's, and Standard & Poor's, and to entities that provide investment coverage and/or analytical information regarding a Fund's portfolio, provided that the recipient has entered into a written agreement with the Fund to maintain the information in confidence, to use the information only for the purpose for which it is provided, and not to trade on the basis of any such information that is material nonpublic information.

Disclosure to Investors, Prospective Investors, and Investor Consultants. The Disclosure Policies provide that Undisclosed Holdings Information and information derived therefrom may be provided to investors, prospective investors, or investor consultants with the prior approval of the Funds' Chief Compliance Officer in the specific instance. The Chief Compliance Officer will only approve such disclosure after concluding that it is in the best interests of the Fund in question and its shareholders and if the recipient has agreed in writing to maintain the information in confidence and not to trade on the basis of any such information that is material nonpublic information. In considering a request for such approval, the Chief Compliance Officer also shall identify and consider any conflict of interest between the Fund and its shareholders, on the one hand, and the Advisor and its affiliates, on the other, which is presented by the request. If the Chief Compliance Officer determines that there is a conflict of interest between the Fund and its shareholders on the one hand and the Advisor and its affiliates, on the other, he or she will approve such disclosure only if he or she determines that such conflict is materially mitigated by the execution of a confidentiality agreement and that, despite such conflict of interest, disclosure is in the best interests of the relevant Fund and its shareholders. The Funds' Chief Compliance Officer is responsible for the creation of a written record that states the basis for the conclusion that the disclosure is in the best interests of the relevant Fund and its shareholders.

Disclosure as Required by Applicable Law. Undisclosed Holdings Information and information derived therefrom may be disclosed to any person as required by applicable laws, rules and regulations. For example, such information may be disclosed in response to regulatory requests for information or in response to legal process in litigation matters.

Disclosure of Limited Holdings. Portfolio managers, analysts and other personnel of the Advisor and any sub-advisor may discuss portfolio information in interviews with members of the media, or in due diligence or similar meetings with clients or prospective purchasers of Fund shares or their representatives. In no case will a material number of portfolio holdings be provided that have not yet been posted on the First American Funds website or filed with the SEC unless the recipient has entered into a written agreement with the Funds to maintain the confidentiality of such information and not to trade on the basis of any such information that is material nonpublic information. In addition, brokers and dealers may be provided with individual portfolio holdings in order to obtain bids or bid and asked prices (if securities held by a Fund are not priced by the Fund's regular pricing services) or in connection with portfolio transactions.

No Compensation or Consideration. Neither the Funds, nor the Advisor or any sub-advisor or any affiliate of either, including the Chief Compliance Officer or his or her designee, will solicit or accept any compensation or other consideration in connection with the disclosure of Undisclosed Holdings Information or information derived therefrom.

Chief Compliance Officer Reports to Fund Board. The Funds' Chief Compliance Officer must provide a quarterly report to the Funds' board of directors addressing exceptions to these policies and procedures during the preceding quarter, if any.

Detective and Corrective Action. Any unauthorized release of Undisclosed Holdings Information which comes to the attention of an employee of the Advisor shall be reported to the Chief Compliance Officer. The Chief Compliance Officer shall recommend an appropriate sanction to be imposed by the individual's supervisor if the individual releasing such information is an employee of the Advisor or other appropriate action if the individual is not an employee of the Advisor.

Designee of Chief Compliance Officer. In the event of the absence or unavailability of the Chief Compliance Officer, all of the obligations of the Chief Compliance Officer may be performed by his or her designee.

                                                                                                  NUMBER OF             OTHER
                        POSITION(S)        TERM OF OFFICE                                    PORTFOLIOS IN FUND     DIRECTORSHIPS
  NAME, ADDRESS, AND       HELD            AND LENGTH OF          PRINCIPAL OCCUPATION(S)     COMPLEX OVERSEEN         HELD BY
    YEAR OF BIRTH        WITH FUND          TIME SERVED             DURING PAST 5 YEARS          BY DIRECTOR          DIRECTOR*
----------------------  -----------  --------------------------  -------------------------  ---------------------  ---------------
Benjamin R. Field III,  Director     Term expiring earlier of    Retired; Senior Financial  First American Funds   None
P.O. Box 1329,                       death, resignation,         Advisor, Bemis Company,    Complex: twelve
Minneapolis, MN                      removal, disqualification,  Inc. from May 2002         registered investment
55440-1329  (1938)                   or successor duly elected   through February 2004.     companies, including
                                     and qualified. Director of                             62 portfolios
                                     FAIF since September 2003.

Roger A. Gibson,        Director     Term expiring earlier of    Director, Charterhouse     First American Funds   None
P.O. Box 1329,                       death, resignation,         Group, Inc., a private     Complex: twelve
Minneapolis, MN                      removal, disqualification,  equity firm, since         registered investment
55440-1329 (1946)                    or successor duly elected   October 2005; Vice         companies, including
                                     and qualified. Director of  President and Chief        62 portfolios
                                     FAIF since October 1997.    Operating Officer, Cargo
                                                                 - United Airlines, from
                                                                 July 2001 through
                                                                 retirement in June 2004.

Victoria J. Herget,     Director     Term expiring earlier of    Investment consultant and  First American Funds   None
P.O. Box 1329,                       death, resignation,         non-profit board member.   Complex: twelve
Minneapolis, MN                      removal, disqualification,                             registered investment
55440-1329 (1951)                    or successor duly elected                              companies, including
                                     and qualified. Director of                             62 portfolios
                                     FAIF since September 2003.

John P. Kayser          Director     Term expiring earlier of    Retired; Principal from    First American Funds   None
P.O. Box 1329,                       death, resignation,         1983 to 2004, William      Complex: twelve
Minneapolis, MN                      removal, disqualification,  Blair & Company, LLC, a    registered investment
55440-1329 (1949)                    or successor duly elected   Chicago-based investment   companies, including
                                     and qualified. Director of  firm.                      62 portfolios
                                     FAIF since October 2006.

Leonard W. Kedrowski,   Director     Term expiring earlier of    Owner and President,       First American Funds   None
P.O. Box 1329,                       death, resignation,         Executive and Management   Complex: twelve
Minneapolis, MN                      removal, disqualification,  Consulting, Inc., a        registered investment
55440-1329 (1941)                    or successor duly elected   management consulting      companies, including
                                     and qualified. Director of  firm; Board member, GC     62 portfolios
                                     FAIF since November 1993.   McGuiggan Corporation
                                                                 (dba Smyth Companies), a
                                                                 label printer; former
                                                                 Chief Executive Officer,
                                                                 Creative Promotions
                                                                 International, LLC, a
                                                                 promotional award
                                                                 programs and products
                                                                 company, through October
                                                                 2003.

Richard K. Riederer,    Director     Term expiring earlier of    Owner and CEO, RKR         First American Funds   Cleveland-
P.O. Box 1329,                       death, resignation,         Consultants, Inc., a       Complex: twelve        Cliffs Inc. (a
Minneapolis, MN                      removal, disqualification,  consulting company         registered investment  producer of
                                     or successor duly elected   providing advice on        companies, including   iron ore
                                     and qualified. Director of  business strategy,         62 portfolios          pellets)
                                     FAIF                        mergers and acquisitions,
                                                                 and non-profit board

                                                                                                  NUMBER OF             OTHER
                        POSITION(S)        TERM OF OFFICE                                    PORTFOLIOS IN FUND     DIRECTORSHIPS
  NAME, ADDRESS, AND       HELD            AND LENGTH OF          PRINCIPAL OCCUPATION(S)     COMPLEX OVERSEEN         HELD BY
     YEAR OF BIRTH       WITH FUND          TIME SERVED             DURING PAST 5 YEARS          BY DIRECTOR          DIRECTOR*
----------------------  -----------  --------------------------  -------------------------  ---------------------  ---------------
55440-1329 (1944)                    since August 2001.          member since 2005.

Joseph D. Strauss,      Director     Term expiring earlier of    Attorney At Law, Owner     First American Funds   None
P.O. Box 1329,                       death, resignation,         and President, Strauss     Complex: twelve
Minneapolis, MN                      removal, disqualification,  Management Company, a      registered investment
55440-1329 (1940)                    or successor duly elected   Minnesota holding company  companies, including
                                     and qualified. Director of  for various                62 portfolios
                                     FAIF since April 1991.      organizational management
                                                                 business ventures; Owner,
                                                                 Chairman and Chief
                                                                 Executive Officer,
                                                                 Community Resource
                                                                 Partnerships, Inc., a
                                                                 strategic planning,
                                                                 operations management,
                                                                 government relations,
                                                                 transportation planning
                                                                 and public relations
                                                                 organization; Owner,
                                                                 Chairman and Chief
                                                                 Executive Officer,
                                                                 Excensus(TM) LLC, a
                                                                 strategic demographic
                                                                 planning and application
                                                                 development firm.

Virginia L. Stringer,   Chair;       Chair term three years.     Governance consultant and  First American Funds   None
P.O. Box 1329,          Director     Director term expiring      non-profit board member;   Complex: twelve
Minneapolis, MN                      earlier of death,           former Owner and           registered investment
55440-1329 (1944)                    resignation, removal,       President, Strategic       companies, including
                                     disqualification, or        Management Resources,      62 portfolios
                                     successor duly elected and  Inc., a management
                                     qualified. Chair of FAIF's  consulting firm;
                                     Board since September       Executive Consultant for
                                     1997; Director of FAIF      State Farm Insurance
                                     since September 1987.       Company through 2003.

James M. Wade,          Director     Term expiring earlier of    Owner and President, Jim   First American Funds   None
P.O. Box 1329,                       death, resignation,         Wade Homes, a              Complex: twelve
Minneapolis, MN                      removal, disqualification,  homebuilding company.      registered investment
55440-1329 (1943)                    or successor duly elected                              companies, including
                                     and qualified. Director of                             62 portfolios
                                     FAIF since August 2001.

                                                TERM OF OFFICE
   NAME, ADDRESS, AND      POSITION(S) HELD      AND LENGTH OF
      YEAR OF BIRTH           WITH FUND           TIME SERVED                PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
-------------------------  ----------------  ---------------------  --------------------------------------------------------------
Thomas S. Schreier, Jr.,   President &       Re-elected by the      Chief Executive Officer of FAF Advisors, Inc.; Chief
FAF Advisors, Inc.,        Vice President    Board annually;        Investment Officer of FAF Advisors, Inc. since September 2007.
800 Nicollet Mall,         - Investments     President of FAIF
Minneapolis, MN 55402                        since February 2001
(1962) *

                                                TERM OF OFFICE
   NAME, ADDRESS, AND      POSITION(S) HELD      AND LENGTH OF
      YEAR OF BIRTH           WITH FUND           TIME SERVED                PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
-------------------------  ----------------  ---------------------  --------------------------------------------------------------
Jeffery M. Wilson,         Vice President -  Re-elected by the      Senior Vice President of FAF Advisors, Inc.
FAF Advisors, Inc.         Administration    Board annually; Vice
800 Nicollet Mall,                           President -
Minneapolis, MN 55402                        Administration of
(1956) *                                     FAIF since March 2000

Charles D. Gariboldi, Jr.  Treasurer         Re-elected by the      Mutual Funds Treasurer, FAF Advisors, Inc., since October
FAF Advisors, Inc.                           Board annually;        2004; prior thereto, Vice President - Investment Accounting
800 Nicollet Mall,                           Treasurer of FAIF      and Fund Treasurer, Thrivent Financial for Lutherans.
Minneapolis, MN 55402                        Since December 2004
(1959) *

Jill M. Stevenson,         Assistant         Re-elected by the      Assistant Mutual Funds Treasurer, FAF Advisors, Inc. since
FAF Advisors, Inc.         Treasurer         Board annually;        September 2005; prior thereto, Director and Senior Project
800 Nicollet Mall,                           Assistant Treasurer    Manager, FAF Advisors, Inc.
Minneapolis, MN 55402                        of FAIF since
(1965) *                                     September 2005

David H. Lui,              Chief Compliance  Re-elected by the      Chief Compliance Officer, FAF Advisors, Inc. since February
FAF Advisors, Inc.         Officer           Board annually; Chief  2005; Chief Compliance Officer, Franklin Advisors, Inc. and
800 Nicollet Mall,                           Compliance Officer of  Chief Compliance Counsel, Franklin Templeton Investments from
Minneapolis, MN 55402                        FAIF since February    March 2004 to February 2005; prior thereto, Vice President,
(1960) *                                     2005                   Charles Schwab & Co., Inc.

Mark D. Corns              Anti-Money        Re-elected by the      Director of Compliance, FAF Advisors, Inc. since June 2006;
FAF Advisors, Inc.         Laundering        Board annually;        Compliance Manager, FAF Advisors, Inc. from January 2005 to
800 Nicollet Mall,         Officer           Anti-Money Laundering  June 2006; prior thereto, Compliance Manager,
Minneapolis, MN 55402                        Officer of FAIF since  OppenheimerFunds, Inc.
(1963) *                                     September 2008

Kathleen L. Prudhomme,     Secretary         Re-elected by the      Deputy General Counsel, FAF Advisors, Inc., since November
FAF Advisors, Inc.                           Board annually;        2004; prior thereto, Partner, Dorsey & Whitney LLP, a
800 Nicollet Mall,                           Secretary of FAIF      Minneapolis-based law firm.
Minneapolis, MN 55402                        since December 2004;
(1953) *                                     Assistant Secretary
                                             of FAIF from
                                             September 1998
                                             through December 2004

Richard J. Ertel,          Assistant         Re-elected by the      Counsel, FAF Advisors, Inc., since May 2006; prior thereto,
FAF Advisors, Inc.,        Secretary         Board annually;        Counsel, Ameriprise Financial Services, Inc. from September
800 Nicollet Mall,                           Assistant Secretary    2004 to May 2006; prior thereto, Counsel, FAF Advisors, Inc.
Minneapolis, MN 55402                        of FAIF since June
(1967) *                                     2006 and from June
                                             2003 through August
                                             2004

James D. Alt,              Assistant         Re-elected by the      Partner, Dorsey & Whitney LLP, a Minneapolis-based law firm.
Dorsey & Whitney LLP       Secretary         Board annually;
50 South Sixth Street,                       Assistant Secretary
Suite 1500, Minneapolis,                     of FAIF since
MN 55402 (1951)                              December 2004;
                                             Secretary of FAIF
                                             from June 2002
                                             through December
                                             2004; Assistant
                                             Secretary of FAIF
                                             from September 1998
                                             through June 2002

James R. Arnold,           Assistant         Re-elected by the      Senior Vice President, U.S. Bancorp Fund Services, LLC
U.S. Bancorp Fund          Secretary         Board annually;
Services, LLC,                               Assistant Secretary
615 E. Michigan Street,                      of FAIF since June
Milwaukee, WI 53202                          2003
(1957)*

                                                                                                        NUMBER OF FUND
                                                                                                            COMPLEX
                                                                                                           COMMITTEE
                                                                                                         MEETINGS HELD
                                                                                                         DURING FAIF'S
                                                                                                         FISCAL PERIOD
                              COMMITTEE FUNCTION                            COMMITTEE MEMBERS            ENDED 6/30/08
             ----------------------------------------------------   ---------------------------------   --------------
Audit        The purposes of the Committee are (1) to oversee the     Leonard W. Kedrowski (Chair)             8
Committee    Funds' accounting and financial reporting policies           Benjamin R. Field III
             and practices, their internal controls and, as                  John P. Kayser
             appropriate, the internal controls of certain                 Richard K. Riederer
             service providers; (2) to oversee the quality of the   Virginia L. Stringer (ex-officio)
             Funds' financial statements and the independent
             audit thereof; (3) to assist Board oversight of the
             Funds' compliance with legal and regulatory
             requirements; and (4) to act as a liaison between
             the Funds' independent auditors and the full Board
             of Directors. The Audit Committee, together with the
             Board of Directors, has the ultimate authority and
             responsibility to select, evaluate and, where
             appropriate, replace the outside auditor (or to
             nominate the outside auditor to be proposed for
             shareholder approval in any proxy statement).

Pricing      The Committee is responsible for valuing portfolio          Roger A. Gibson (Chair)               5
Committee    securities for which market quotations are not               Benjamin R. Field III
             readily available, pursuant to procedures                        James M. Wade
             established by the Board of Directors.                 Virginia L. Stringer (ex-officio)

Governance   The Committee has responsibilities relating to (1)         Joseph D. Strauss (Chair)              5
Committee    Board and Committee composition (including,                      James M. Wade
             interviewing and recommending to the Board nominees           Victoria J. Herget
             for election as directors; reviewing the               Virginia L. Stringer (ex-officio)
             independence of all independent directors; reviewing
             Board composition to determine the appropriateness
             of adding individuals with different backgrounds or
             skills; reporting to the Board on which current and
             potential members of the Audit Committee qualify as
             Audit Committee Financial Experts; recommending a
             successor to the Board Chair when a vacancy occurs;
             consulting with the Board Chair on Committee
             assignments; and in anticipation of the Board's
             request for shareholder approval of a slate of
             directors, recommending to the Board the slate of
             directors to be presented for Board and shareholder
             approval); (2) Committee structure (including, at
             least annually, reviewing each Committee's structure
             and membership and reviewing each Committee's
             charter and suggesting changes thereto); (3)
             director education (including developing an annual
             education calendar; monitoring independent director
             attendance at educational seminars and conferences;
             developing and conducting orientation sessions for
             new independent directors; and managing the Board's
             education program in a cost-effective manner); and
             (4) governance practices (including reviewing and
             making recommendations regarding director
             compensation and director expenses; monitoring
             director investments in the Funds; monitoring
             compliance with director retirement policies;
             reviewing compliance with the prohibition from
             serving on the board of directors of mutual funds
             that are not part of the First American Fund
             Complex; if requested, assisting the Board Chair in
             overseeing self-evaluation process; in collaboration
             with outside counsel, developing policies and
             procedures addressing matters which should

                                                                                           NUMBER OF FUND
                                                                                               COMPLEX
                                                                                              COMMITTEE
                                                                                            MEETINGS HELD
                                                                                            DURING FAIF'S
                                                                                            FISCAL PERIOD
                 COMMITTEE FUNCTION                            COMMITTEE MEMBERS            ENDED 6/30/08
----------------------------------------------------   ---------------------------------   --------------
come before the Committee in the proper exercise of
its duties; reviewing the Board's adherence to
industry "best practices;" reviewing and
recommending changes in Board governance policies,
procedures and practices; reporting the Committee's
activities to the Board and making such
recommendations; reviewing and, as appropriate;
recommending that the Board make changes to the
Committee's charter).

                                                                    AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES
   NAME OF DIRECTOR     DOLLAR RANGE OF EQUITY SECURITIES IN FAIF       IN THE FIRST AMERICAN FUNDS COMPLEX*
---------------------   -----------------------------------------   -------------------------------------------
Benjamin R. Field III                $10,001-$50,000                               Over $100,000
Roger A. Gibson                        Over $100,000                               Over $100,000
Victoria J. Herget                     Over $100,000                               Over $100,000

                                                                    AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES
   NAME OF DIRECTOR     DOLLAR RANGE OF EQUITY SECURITIES IN FAIF       IN THE FIRST AMERICAN FUNDS COMPLEX*
---------------------   -----------------------------------------   -------------------------------------------
John P. Kayser                         Over $100,000                               Over $100,000
Leonard W. Kedrowski                 $50,001-$100,000                              Over $100,000
Richard K. Riederer                    Over $100,000                               Over $100,000
Joseph D. Strauss                      Over $100,000                               Over $100,000
Virginia L. Stringer                   Over $100,000                               Over $100,000
James M. Wade                          Over $100,000                               Over $100,000

                                            AGGREGATE          PENSION OR          ESTIMATED       TOTAL COMPENSATION
                                          COMPENSATION    RETIREMENT BENEFITS   ANNUAL BENEFITS   FROM REGISTRANT AND
                                              FROM        ACCRUED AS PART OF         UPON          FUND COMPLEX PAID
NAME OF PERSON, POSITION                 REGISTRANT (1)      FUND EXPENSES         RETIREMENT      TO DIRECTORS (2)
------------------------                 --------------   -------------------   ---------------   -------------------
Benjamin R. Field III, Director             $101,379              -0-                 -0-               $155,500
Roger A. Gibson, Director                    109,206              -0-                 -0-                168,000
Victoria J. Herget, Director                 111,803              -0-                 -0-                172,250
John P. Kayser, Director                     100,401              -0-                 -0-                154,000
Leonard W. Kedrowski, Director               114,130              -0-                 -0-                176,250
Richard K. Riederer, Director                100,075              -0-                 -0-                153,500
Joseph D. Strauss, Director                  109,823              -0-                 -0-                168,625
Virginia L. Stringer, Director & Chair       182,059              -0-                 -0-                279,250
James M. Wade, Director                      100,890              -0-                 -0-                154,750

                                        GROSS ADVISORY
FUND                                         FEE %
----                                    --------------
Core Bond Fund                               0.50
High Income Bond Fund                        0.70
Inflation Protected Securities Fund          0.50
Intermediate Government Bond Fund            0.50
Intermediate Term Bond Fund                  0.50
Short Term Bond Fund                         0.50
Total Return Bond Fund                       0.60
U.S. Government Mortgage Fund                0.50
Arizona Tax Free Fund                        0.50
California Intermediate Tax Free Fund        0.50
California Tax Free Fund                     0.50
Colorado Intermediate Tax Free Fund          0.50
Colorado Tax Free Fund                       0.50
Intermediate Tax Free Fund                   0.50
Minnesota Intermediate Tax Free Fund         0.50
Minnesota Tax Free Fund                      0.50
Missouri Tax Free Fund                       0.50
Nebraska Tax Free Fund                       0.50
Ohio Tax Free Fund                           0.50
Oregon Intermediate Tax Free Fund            0.50
Short Tax Free Fund                          0.50
Tax Free Fund                                0.50

                                            FISCAL PERIOD ENDED             FISCAL YEAR ENDED              FISCAL YEAR ENDED
                                               JUNE 30, 2006                  JUNE 30, 2007                  JUNE 30, 2008
                                       -----------------------------  -----------------------------  -----------------------------
                                        ADVISORY FEE    ADVISORY FEE   ADVISORY FEE    ADVISORY FEE    ADVISORY FEE   ADVISORY FEE
FUND                                   BEFORE WAIVERS  AFTER WAIVERS  BEFORE WAIVERS  AFTER WAIVERS  BEFORE WAIVERS  AFTER WAIVERS
----                                   --------------  -------------  --------------  -------------  --------------  -------------
Core Bond Fund                           $7,017,650     $5,935,542      $8,798,340     $7,780,479      $8,264,262     $7,301,988
High Income Bond Fund                     1,357,103        989,397       1,881,003      1,352,241       1,772,113      1,252,833
Inflation Protected Securities Fund       1,131,338        622,109       1,647,597        957,956       1,307,444        711,566
Intermediate Government Bond Fund           213,042         40,252         198,072             --(1)      286,383         15,863
Intermediate Term Bond Fund               3,821,013      2,458,961       4,288,699      3,805,205       3,959,470      3,517,146
Short Term Bond Fund                      2,360,705      1,466,158       2,314,192      1,439,839       1,727,361      1,004,154
Total Return Bond Fund                    1,615,159      1,144,295       3,596,965      2,836,969       6,050,535      4,855,983
U.S. Government Mortgage Fund               683,727        460,952         816,259        476,605         742,878        396,168
Arizona Tax Free Fund                        98,606             --(1)      138,213             --(1)      144,351             --(1)
California Intermediate Tax Free Fund       209,430         96,198         296,787        116,028         285,693        104,990
California Tax Free Fund                    131,244             --(1)      188,316             --(1)      199,996             --(1)
Colorado Intermediate Tax Free Fund         170,566         62,672         211,050         37,206         233,616         57,455
Colorado Tax Free Fund                       81,346             --(1)      117,350             --(1)      114,795             --(1)
Intermediate Tax Free Fund                2,462,096      1,953,362       3,128,701      2,674,306       3,089,673      2,674,331
Minnesota Intermediate Tax Free Fund        809,293        593,589         992,725        752,160         957,861        729,409
Minnesota Tax Free Fund                     609,547        422,113         852,931        599,164         866,712        609,708
Missouri Tax Free Fund                      656,211        467,075         799,608        555,043         797,616        552,095
Nebraska Tax Free Fund                      152,530             --(1)      200,007             --(1)      192,020             --(1)
Ohio Tax Free Fund                          155,376             --(1)      211,667             --(1)      227,153             --(1)
Oregon Intermediate Tax Free Fund           494,201        332,012         609,795        402,080         609,599        404,259
Short Tax Free Fund                       1,072,516        586,855       1,013,458        545,583         761,835        370,044
Tax Free Fund                             1,838,505      1,428,776       2,687,624      2,264,314       2,682,998      2,264,794

                                        FISCAL PERIOD    FISCAL YEAR     FISCAL YEAR
                                            ENDED           ENDED           ENDED
FUND                                    JUNE 30, 2006   JUNE 30, 2007   JUNE 30, 2008
----                                    -------------   -------------   -------------
Core Bond Fund                            $1,773,007      $3,890,198      $3,643,554
High Income Bond Fund                        244,896         595,479         556,303
Inflation Protected Securities Fund          285,778         733,425         577,013
Intermediate Government Bond Fund             53,857          88,392         125,072
Intermediate Term Bond Fund                  965,643       1,908,661       1,745,816
Short Term Bond Fund                         596,629       1,026,892         764,278
Total Return Bond Fund                       339,926       1,293,655       2,255,056
U.S. Government Mortgage Fund                172,779         362,655         323,012
Arizona Tax Free Fund                         24,907          61,522          62,842
California Intermediate Tax Free Fund         52,906         132,163         125,467
California Tax Free Fund                      33,157          83,980          87,446
Colorado Intermediate Tax Free Fund           43,100          93,948         101,874
Colorado Tax Free Fund                        20,550          52,117          49,768
Intermediate Tax Free Fund                   622,068       1,392,829       1,364,196
Minnesota Intermediate Tax Free Fund         204,496         442,655         422,395
Minnesota Tax Free Fund                      153,985         379,744         381,768
Missouri Tax Free Fund                       165,804         356,037         351,363
Nebraska Tax Free Fund                        38,535          88,906          83,714
Ohio Tax Free Fund                            39,253          94,319          99,562
Oregon Intermediate Tax Free Fund            124,892         271,584         268,069
Short Tax Free Fund                          271,073         451,236         336,382
Tax Free Fund                                464,449       1,193,928       1,181,356

                                        FISCAL PERIOD    FISCAL YEAR     FISCAL YEAR
                                            ENDED           ENDED           ENDED
FUND                                    JUNE 30, 2006   JUNE 30, 2007   JUNE 30, 2008
----                                    -------------   -------------   -------------
Core Bond Fund                            $1,904,710       $249,886        $219,760
High Income Bond Fund                        263,075        118,170         109,184
Inflation Protected Securities Fund          306,877         91,151          90,007
Intermediate Government Bond Fund             57,906         53,824          54,000
Intermediate Term Bond Fund                1,037,728         57,013          54,000
Short Term Bond Fund                         641,285        117,083         102,261
Total Return Bond Fund                       364,892        110,026         107,999
U.S. Government Mortgage Fund                185,655        110,169         107,999
Arizona Tax Free Fund                         26,753         72,573          72,000
California Intermediate Tax Free Fund         56,822         54,104          54,000
California Tax Free Fund                      35,614         72,307          72,000
Colorado Intermediate Tax Free Fund           46,307         54,075          54,000
Colorado Tax Free Fund                        22,069         72,576          72,000
Intermediate Tax Free Fund                   668,293         54,665          54,000
Minnesota Intermediate Tax Free Fund         219,726         54,682          54,000
Minnesota Tax Free Fund                      165,412         77,570          72,000
Missouri Tax Free Fund                       178,136         72,125          72,000
Nebraska Tax Free Fund                        41,396         72,390          72,000
Ohio Tax Free Fund                            42,167         72,097          72,000
Oregon Intermediate Tax Free Fund            134,205         53,961          54,000
Short Tax Free Fund                          291,362         53,227          54,000
Tax Free Fund                                498,840         75,047          72,000

                                        FISCAL PERIOD    FISCAL YEAR     FISCAL YEAR
                                            ENDED           ENDED           ENDED
FUND                                    JUNE 30, 2006   JUNE 30, 2007   JUNE 30, 2008
----                                    -------------   -------------   -------------
Core Bond Fund                             $ 34,389        $ 41,491        $ 46,620
High Income Bond Fund                        38,640          35,818          22,250
Inflation Protected Securities Fund           9,051           5,810           4,596
Intermediate Government Bond Fund             1,430             671          17,068
Intermediate Term Bond Fund                  11,326           7,064           4,605
Short Term Bond Fund                         10,466           5,976           5,947
Total Return Bond Fund                       23,549           8,437          39,564
U.S. Government Mortgage Fund                 8,924          20,319           3,858
Arizona Tax Free Fund                        16,857          15,362          12,335
California Intermediate Tax Free Fund         4,603          14,190           3,074
California Tax Free Fund                     48,900          48,994          64,530
Colorado Intermediate Tax Free Fund             665           5,022           9,758
Colorado Tax Free Fund                        3,223           6,000           6,916
Intermediate Tax Free Fund                    4,619             914           5,437
Minnesota Intermediate Tax Free Fund         25,247           6,123          27,853
Minnesota Tax Free Fund                     189,617         330,339         357,965
Missouri Tax Free Fund                       22,031          59,848          18,993
Nebraska Tax Free Fund                        7,335           7,782          15,672
Ohio Tax Free Fund                            4,958           1,275           3,508
Oregon Intermediate Tax Free Fund            15,532           1,439           6,097
Short Tax Free Fund                              30           2,243              39
Tax Free Fund                                29,586          48,169          55,389

                                        FISCAL PERIOD    FISCAL YEAR     FISCAL YEAR
                                            ENDED           ENDED           ENDED
FUND                                    JUNE 30, 2006   JUNE 30, 2007   JUNE 30, 2008
----                                    -------------   -------------   -------------
Core Bond Fund                             $ 2,924         $ 3,895         $ 4,547
High Income Bond Fund                        5,630           4,993           1,584
Inflation Protected Securities Fund          1,380             344             335
Intermediate Government Bond Fund              292             186           4,313
Intermediate Term Bond Fund                  1,671           1,098             918
Short Term Bond Fund                         2,741             887             917
Total Return Bond Fund                       2,053             969           3,384
U.S. Government Mortgage Fund                  689           1,935             424
Arizona Tax Free Fund                        1,131             998             898
California Intermediate Tax Free Fund          572           2,001             392
California Tax Free Fund                     3,890           4,588           5,050
Colorado Intermediate Tax Free Fund             91             708           1,274

                                        FISCAL PERIOD    FISCAL YEAR     FISCAL YEAR
                                            ENDED           ENDED           ENDED
FUND                                    JUNE 30, 2006   JUNE 30, 2007   JUNE 30, 2008
----                                    -------------   -------------   -------------
Colorado Tax Free Fund                         539             451             501
Intermediate Tax Free Fund                     781             107           1,049
Minnesota Intermediate Tax Free Fund         3,866             777           4,946
Minnesota Tax Free Fund                     15,207          25,975          40,301
Missouri Tax Free Fund                       1,825           5,594           1,401
Nebraska Tax Free Fund                         490             663           1,042
Ohio Tax Free Fund                             408              71             254
Oregon Intermediate Tax Free Fund            2,634             205             777
Short Tax Free Fund                              3             582               6
Tax Free Fund                                2,323           4,229           4,262

                                        NET UNDERWRITING   COMPENSATION ON
                                          DISCOUNTS AND    REDEMPTIONS AND    BROKERAGE        OTHER
                                           COMMISSIONS       REPURCHASES     COMMISSIONS   COMPENSATION*
                                        ----------------   ---------------   -----------   -------------
Core Bond Fund                               $ 4,547           $17,423            --             --
High Income Bond Fund                          1,584            11,009            --             --
Inflation Protected Securities Fund              335                38            --             --
Intermediate Government Bond Fund              4,313                --            --             --
Intermediate Term Bond Fund                      918                --            --             --
Short Term Bond Fund                             917                --            --             --
Total Return Bond Fund                         3,384             1,707            --             --
U.S. Government Mortgage Fund                    424            13,554            --             --
Arizona Tax Free Fund                            898                55            --             --
California Intermediate Tax Free Fund            392                --            --             --
California Tax Free Fund                       5,050               681            --             --
Colorado Intermediate Tax Free Fund            1,274                --            --             --
Colorado Tax Free Fund                           501             1,056            --             --
Intermediate Tax Free Fund                     1,049                --            --             --
Minnesota Intermediate Tax Free Fund           4,946                --            --             --
Minnesota Tax Free Fund                       40,301            17,831            --             --
Missouri Tax Free Fund                         1,401                --            --             --
Nebraska Tax Free Fund                         1,042                --            --             --
Ohio Tax Free Fund                               254                --            --             --
Oregon Intermediate Tax Free Fund                777                --            --             --
Short Tax Free Fund                                6                --            --             --
Tax Free Fund                                  4,262                79            --             --

                                             FISCAL YEAR ENDED JUNE 30, 2008
                                                    RULE 12B-1 FEES
                                        ----------------------------------------
                                        CLASS A    CLASS B    CLASS C   CLASS R
FUND                                     SHARES     SHARES    SHARES     SHARES
----                                    --------   -------   --------   --------
Core Bond Fund                          $252,258   $84,960   $ 45,193    $1,136
High Income Bond Fund                     70,673    40,004     70,845       946
Inflation Protected Securities Fund        7,604         *      3,439     5,122
Intermediate Government Bond Fund          6,381         *          *         *
Intermediate Term Bond Fund               43,960         *          *         *
Short Term Bond Fund                      96,088         *          *         *
Total Return Bond Fund                    37,684    22,445     28,816     1,202
U.S. Government Mortgage Fund             31,046    43,125     26,187     4,056
Arizona Tax Free Fund                     18,317         *      8,703         *
California Intermediate Tax Free Fund      1,567         *          *         *
California Tax Free Fund                  18,522         *      9,853         *
Colorado Intermediate Tax Free Fund        9,140         *          *         *
Colorado Tax Free Fund                    16,584         *     17,884         *
Intermediate Tax Free Fund                41,979         *          *         *
Minnesota Intermediate Tax Free Fund      13,922         *          *         *
Minnesota Tax Free Fund                  260,325         *    110,184         *
Missouri Tax Free Fund                    60,444         *      3,283         *
Nebraska Tax Free Fund                    15,929         *     11,548         *
Ohio Tax Free Fund                         1,670         *      1,276         *
Oregon Intermediate Tax Free Fund         10,433         *          *         *
Short Tax Free Fund                        3,570         *          *         *
Tax Free Fund                             89,731         *     18,572         *

                                            FISCAL YEAR ENDED JUNE 30, 2008
                                        --------------------------------------
                                        CLASS A    CLASS B   CLASS C   CLASS R
                                         SHARES     SHARES    SHARES    SHARES
                                        --------   -------   -------   -------
Core Bond Fund                          $131,262   $18,929   $14,237     $370
High Income Bond Fund                     16,389     6,836    15,984      644
Inflation Protected Securities Fund        5,040         *     1,723       --
Intermediate Government Bond Fund          1,949         *         *        *
Intermediate Term Bond Fund               24,014         *         *        *
Short Term Bond Fund                      48,260         *         *        *
Total Return Bond Fund                    26,540     4,489    16,463      249
U.S. Government Mortgage Fund             24,294     9,967     5,711       --
Arizona Tax Free Fund                        364         *     2,067        *
California Intermediate Tax Free Fund      4,590         *         *        *
California Tax Free Fund                  22,704         *     7,766        *
Colorado Intermediate Tax Free Fund        4,975         *         *        *
Colorado Tax Free Fund                     4,718         *     2,356        *
Intermediate Tax Free Fund                22,934         *         *        *
Minnesota Intermediate Tax Free Fund      15,067         *         *        *
Minnesota Tax Free Fund                   36,640         *    64,808        *
Missouri Tax Free Fund                    50,217         *     2,482        *
Nebraska Tax Free Fund                     3,217         *     4,848        *
Ohio Tax Free Fund                         1,249         *       945        *
Oregon Intermediate Tax Free Fund          6,959         *         *        *
Short Tax Free Fund                        3,074         *         *        *
Tax Free Fund                             28,911         *     5,109        *

                                                          NUMBER OF                         AMOUNT SUBJECT TO
PORTFOLIO MANAGER          TYPE OF ACCOUNT MANAGED         ACCOUNTS       ASSETS          PERFORMANCE-BASED FEE
-----------------      --------------------------------   ---------   --------------   --------------------------
Christopher L. Drahn   Registered Investment Company           3      $243.1 million                            0
                       Other Pooled Investment Vehicles        0                   0                            0
                       Other Accounts                          5      $209.3 million                            0
Jeffrey J. Ebert       Registered Investment Company           0                   0                            0
                       Other Pooled Investment Vehicles        0                   0                            0
                       Other Accounts                         14      $736.7 million   1 account - $137.5 million
John T. Fruit          Registered Investment Company           1      $ 74.8 million                            0
                       Other Pooled Investment Vehicles        0                   0                            0
                       Other Accounts                          0                   0                            0
Michael S. Hamilton    Registered Investment Company           1      $412.0 million                            0
                       Other Pooled Investment Vehicles        0                   0                            0
                       Other Accounts                          2      $175.0 million                            0
Gregory A. Hanson      Registered Investment Company           0                   0                            0
                       Other Pooled Investment Vehicles        0                   0                            0
                       Other Accounts                         13      $  1.2 billion                            0
Wan-Chong Kung         Registered Investment Company           0                   0                            0
                       Other Pooled Investment Vehicles        0                   0                            0
                       Other Accounts                         12      $423.0 million                            0
Chris J. Neuharth      Registered Investment Company           5      $696.4 million                            0
                       Other Pooled Investment Vehicles        1      $984.0 million                            0
                       Other Accounts                         12      $  1.3 billion   1 account - $137.5 million

                                                          NUMBER OF                         AMOUNT SUBJECT TO
PORTFOLIO MANAGER          TYPE OF ACCOUNT MANAGED         ACCOUNTS       ASSETS          PERFORMANCE-BASED FEE
-----------------      --------------------------------   ---------   --------------   --------------------------
Marie A. Newcome       Registered Investment Company           0                   0                            0
                       Other Pooled Investment Vehicles        1      $984.0 million                            0
                       Other Accounts                         32      $415.0 million                            0
Jason J. O'Brien       Registered Investment Company           0                   0                            0
                       Other Pooled Investment Vehicles        0                   0                            0
                       Other Accounts                          0                   0                            0
Timothy A. Palmer      Registered Investment Company           0                   0                            0
                       Other Pooled Investment Vehicles        1      $108.7 million                            0
                       Other Accounts                         13      $576.0 million                            0
Linda M. Sauber        Registered Investment Company           0                   0                            0
                       Other Pooled Investment Vehicles        0                   0                            0
                       Other Accounts                          0                   0                            0
Jeffrey T. Schmitz     Registered Investment Company           0                   0                            0
                       Other Pooled Investment Vehicles        0                   0                            0
                       Other Accounts                          0                   0                            0
Michael L. Welle       Registered Investment Company           0                   0                            0
                       Other Pooled Investment Vehicles        0                   0                            0
                       Other Accounts                          1      $  2.0 million                            0
Douglas J. White       Registered Investment Company           4      $655.1 million                            0
                       Other Pooled Investment Vehicles        0                   0                            0
                       Other Accounts                          6      $121.8 million                            0

                                                                                   OWNERSHIP IN FUND
PORTFOLIO MANAGER                      FUND                    OWNERSHIP IN FUND        COMPLEX
-----------------      -------------------------------------   -----------------   -----------------
Christopher L. Drahn   California Intermediate Tax Free Fund           A                   F
                       California Tax Free Fund                        A
                       Colorado Intermediate Tax Free Fund             A
                       Colorado Tax Free Fund                          A
                       Intermediate Tax Free Fund                      A
                       Minnesota Intermediate Tax Free Fund            A
                       Minnesota Tax Free Fund                         A
                       Missouri Tax Free Fund                          A
                       Nebraska Tax Free Fund                          A
                       Ohio Tax Free Fund                              A
                       Oregon Intermediate Tax Free Fund               A
                       Short Tax Free Fund                             A
                       Tax Free Fund                                   A
Jeffrey J. Ebert       Core Bond Fund                                  C                   D
                       Intermediate Term Bond Fund                     A
                       Total Return Bond Fund                          A
John T. Fruit          High Income Bond Fund                           D                   E
Michael S. Hamilton    Arizona Tax Free Fund                           A                   D
                       California Intermediate Tax Free Fund           A
                       California Tax Free Fund                        A
                       Ohio Tax Free Fund                              A
                       Oregon Intermediate Tax Free Fund               A
Gregory A. Hanson      High Income Bond Fund                           A                   E
Wan-Chong Kung         Core Bond Fund                                  D                   E
                       Inflation Protected Securities Fund             A
                       Intermediate Government Bond Fund               A
                       Intermediate Term Bond Fund                     A
                       Total Return Bond Fund                          A
Chris J. Neuharth      Core Bond Fund                                  D                   E
                       Short Term Bond Fund                            A

                                                                                   OWNERSHIP IN FUND
PORTFOLIO MANAGER                      FUND                    OWNERSHIP IN FUND        COMPLEX
-----------------      -------------------------------------   -----------------   -----------------
                       Total Return Bond Fund                          A
                       U.S. Government Mortgage Fund                   A
Marie A. Newcome       Short Term Bond Fund                            A                   C
Jason J. O'Brien       U.S. Government Mortgage Fund                   A                   D
Timothy A. Palmer      Core Bond Fund                                  A                   B
                       Total Return Bond Fund                          A
Linda M. Sauber        Inflation Protected Securities Fund             A                   D
                       Intermediate Government Bond Fund               A
Jeffrey T. Schmitz     High Income Bond Fund                           A                   C
Michael L. Welle       Colorado Intermediate Tax Free Fund             A                   B
                       Colorado Tax Free Fund                          A
                       Nebraska Tax Free Fund                          A
                       Short Tax Free Fund                             A
Douglas J. White       Arizona Tax Free Fund                           A                   E
                       Intermediate Tax Free Fund                      A
                       Minnesota Intermediate Tax Free Fund            A
                       Minnesota Tax Free Fund                         A
                       Missouri Tax Free Fund                          A
                       Tax Free Fund                                   A

                                        FISCAL PERIOD    FISCAL YEAR     FISCAL YEAR
                                            ENDED           ENDED           ENDED
                                        JUNE 30, 2006   JUNE 30, 2007   JUNE 30, 2008
                                        -------------   -------------   -------------
Core Bond Fund                             $ 3,545         $ 1,352         $    --
High Income Bond Fund                       15,449          36,147          38,569
Inflation Protected Securities Fund            331           8,805           2,888
Intermediate Government Bond Fund               --              --              --

Intermediate Term Bond Fund                  2,029           1,775              --
Short Term Bond Fund                            --           1,131              --
Total Return Bond Fund                       6,363          37,148          26,392
U.S. Government Mortgage Fund                   --             342              --
Arizona Tax Free Fund                           --              --              --
California Intermediate Tax Free Fund           --              --              --
California Tax Free Fund                        --              --              --
Colorado Intermediate Tax Free Fund             --              --              --
Colorado Tax Free Fund                          --              --              --
Intermediate Tax Free Fund                      --              --              --
Minnesota Intermediate Tax Free Fund            --              --              --
Minnesota Tax Free Fund                         --              --              --
Missouri Tax Free Fund                          --              --              --
Nebraska Tax Free Fund                          --              --              --
Ohio Tax Free Fund                              --              --              --
Oregon Intermediate Tax Free Fund               --              --              --
Short Tax Free Fund                             --              --              --
Tax Free Fund                                   --              --              --

                                 REGULAR BROKER OR      AMOUNT OF
                                   DEALER ISSUING    SECURITIES HELD
FUND                                 SECURITIES       BY FUND (000)     TYPE OF SECURITIES
----                             -----------------   ---------------   ---------------------
Core Bond                        Merrill Lynch           $ 9,491       Corporate Obligations
                                 Morgan Stanley           15,119       Corporate Obligations
Inflation Protected Securities   Merrill Lynch           $ 1,477       Corporate Obligations
Intermediate Term Bond           CS First Boston         $ 6,112       Corporate Obligations
                                 Merrill Lynch             4,859       Corporate Obligations
                                 Morgan Stanley            6,491       Corporate Obligations
Short Term Bond                  Goldman Sachs           $ 2,637       Corporate Obligations
                                 Morgan Stanley            3,871       Corporate Obligations
Total Return Bond                Merrill Lynch           $ 2,448       Corporate Obligations
                                 Morgan Stanley            5,330       Corporate Obligations

                                                     PERCENTAGE OF OUTSTANDING SHARES
                                             -----------------------------------------------
                                             CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                             -------   -------   -------   -------   -------
ARIZONA TAX FREE

MS&CO FBO                                     14.00%
TAYLOR TRUST FARMS LLC A
PARTNERSHIP
ROBERT W MOORE MGR
PO BOX 128
WADDELL AZ 85355-0128

RAMESH C PATRI                                 5.70%
4733 E QUARTZ MOUNTAIN RD
PARADISE VLY AZ 85253-3202

SCOTT TRUST                                    5.20%
MARIAN G SCOTT TR
U/A 04/17/2000
4507 191ST PL NE
SAMMAMISH WA 98074-4633

UBS FINANCIAL SERVICES INC. FBO                5.07%
MARIAN HATFIELD TTEE
JMA SUBTRUST
U/A DTD 06/30/99
9411 W KERRY LN
PEORIA AZ 85382-3691

WILLIAM BLAIR & CO. L.L.C.                                        15.29%
MARTHA ELFRIEDE BROWN
222 W ADAMS STREET
CHICAGO IL 60606-5312

MS&CO FBO                                                         13.21%
THOMAS A STEELE TTEE
SARABELLE STEELE REV
LIV TR U/A DTD 4/24/2001
17 HARBORVIEW DR
RYE NH 03870-6119

MS&CO FBO                                                          9.30%
LOIS A DOYLE TTEE
LOIS ANNE DOYLE TR U/A
DTD 07/21/1994
9608 W PINERIDGE DR
SUN CITY AZ 85351-2443

FIRST CLEARING, LLC                                                8.53%
DONALD L FLAMM REV TRUST TRUST
DONALD L FLAMM TTEE
6115 LINCOLN DR APT 355
EDINA MN 55436-1630

WELLS FARGO INVESTMENTS LLC                                        7.49%
625 MARQUETTE AVE S 13TH FLOOR
MINNEAPOLIS MN 55402-2323

NFS LLC FEBO                                                       6.76%
HARRIET B MARTIN REVOCABLE LIVIN
HARRIET MARTIN
U/A 10/22/07
5401 W DAILEY ST APT 3111
GLENDALE AZ 85306-4773

FIRST CLEARING, LLC                                                6.66%
THE ROBERT P COURSEY TRUST
7231 E BROADWAY RD APT 121
MESA AZ 85208-9218

                                                     PERCENTAGE OF OUTSTANDING SHARES
                                             -----------------------------------------------
                                             CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                             -------   -------   -------   -------   -------
BAND & CO                                                                   69.44%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

CAPINCO                                                                     18.67%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                             11.89%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

CALIFORNIA INTERMEDIATE TAX FREE

LPL FINANCIAL                                  7.87%
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968

UBS FINANCIAL SERVICES INC. FBO                7.70%
LINBROOK TILE, INC.
1656 S STATE COLLEGE BLVD
ANAHEIM CA 92806-6021

U.S. BANCORP INVESTMENTS INC.                  7.20%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

U.S. BANCORP INVESTMENTS INC.                  5.92%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

BAND & CO                                                                   79.72%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                             16.74%
PO BOX 1787
MILWAUKEE WI 53201-1787

CALIFORNIA TAX FREE

U.S. BANCORP INVESTMENTS INC                  12.41%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

US BANCORP INVESTMENTS INC.                    7.03%
60 LIVINGSTON AVE
ST PAUL MN 55107-2292

U.S. BANCORP INVESTMENTS INC.                                     11.48%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

U.S. BANCORP INVESTMENTS INC.                                     11.29%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

U.S. BANCORP INVESTMENTS INC.                                     10.59%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

                                                     PERCENTAGE OF OUTSTANDING SHARES
                                             -----------------------------------------------
                                             CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                             -------   -------   -------   -------   -------
MERRILL LYNCH PIERCE FENNER & SMITH                                5.50%
ATTN PHYSICAL TEAM
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484

MSANDCO FBO                                                        5.30%
C R BROWN & J BROWN TTEE
BROWN FAMILY TRUST U/A
DTD 09/13/1995
79765 LIGA
LAQUINTA CA 92253-4578

BAND & CO                                                                   85.14%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                             11.17%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

COLORADO INTERMEDIATE TAX FREE

MERRILL LYNCH PIERCE FENNER & SMITH           11.15%
ATTN PHYSICAL TEAM
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484

BAND & CO                                                                   81.42%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                             13.34%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

COLORADO TAX FREE

UBS FINANCIAL SERVICES INC. FBO                                    8.06%
M B E LIMITED PARTNERSHIP
C/O DON DITMARS
A PARTNERSHIP
PO BOX 126
CASTLE ROCK CO 80104-0126

BAND & CO                                                                   64.43%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

NFS LLC FEBO                                                                19.58%
ALLIANCE BANK NA
ALLIANCE BANK TRUST DEPARTMENT
160 MAIN ST
ONEIDA NY 13421-1629

WASHINGTON & CO                                                             12.45%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

CORE BOND

                                                     PERCENTAGE OF OUTSTANDING SHARES
                                             -----------------------------------------------
                                             CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                             -------   -------   -------   -------   -------
ORCHARD TRUST CO LLC TRUSTEE/C                 7.03%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

ORCHARD TRUST CO LLC TRUSTEE/C                                    13.51%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

BAND & CO                                                                   59.24%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

CAPINCO                                                                     12.71%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                             12.20%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

ORCHARD TRUST CO LLC TRUSTEE/C                                               7.68%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

US BANK CUST                                                                 6.74%
US BANCORP CAP
U/A 01-01-1984
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2575

MG TRUST COMPANY TRUSTEE                                                              39.77%
MICHIGAN EDUCATIONAL PERSONNEL
SERV
700 17TH STREET
SUITE 300
DENVER CO 80202-3531

MG TRUST                                                                              20.91%
SHUMATE TRI-CITY LLC 401K
700 17TH ST STE 300
DENVER CO 80202-3531

INTERNATIONAL CLEARING TRUST CO                                                       10.36%
TR AMERICAN MEDICAL
IDENTIFICATIONS
LTD LLP PSP
6940 COLUMBIA GATEWAY DR STE 200
COLUMBIA MD 21046-2876

MG TRUST CO CUST FBO                                                                   9.38%
IVERSEN & BIONDO ASSOCIATES INC
401K
700 17TH ST STE 300
DENVER CO 80202-3531

                                                     PERCENTAGE OF OUTSTANDING SHARES
                                             -----------------------------------------------
                                             CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                             -------   -------   -------   -------   -------
MG TRUST COMPANY CUST. FBO                                                             5.58%
M. LONDON, INC. 401K
401K
700 17TH ST STE 300
DENVER CO 80202-3531

HIGH INCOME BOND

BAND & CO                                                                   75.81%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                             12.75%
PO BOX 1787
MILWAUKEE WI 53201-1787

CAPINCO                                                                     9.93%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

U S BANCORP INVESTMENTS INC                                                           73.71%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

MG TRUST COMPANY CUST. FBO                                                            15.59%
JOHNSON-QUAID VENTURES, LLC
700 17TH ST STE 300
DENVER CO 80202-3531

INFLATION PROTECTED SECURITIES

NFS LLC FEBO                                  11.62%
ALEXANDER PRIMAK JEWELRY INC
2 W 47TH ST
NEW YORK NY 10036-3319

U.S. BANCORP INVESTMENTS INC.                  7.48%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

MERRILL LYNCH PIERCE FENNER & SMITH                               23.53%
ATTN PHYSICAL TEAM
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484

FIRST CLEARING LLC                                                10.16%
MICHELLE J PERRY
85 FULTON ST
WEEHAWKEN NJ 07086-7060

U S BANCORP INVESTMENTS INC                                        9.41%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

PERSHING LLC                                                       9.40%
PO BOX 2052
JERSEY CITY NJ 07303-2052

U S BANCORP INVESTMENTS INC                                        8.68%
60 LIVINGSTON AVE
ST PAUL MN 55107-2292

                                                     PERCENTAGE OF OUTSTANDING SHARES
                                             -----------------------------------------------
                                             CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                             -------   -------   -------   -------   -------
U S BANCORP INVESTMENTS INC                                        6.33%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

BAND & CO                                                                   65.13%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

CAPINCO                                                                     16.16%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                             13.43%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

PIMS/PRUDENTIAL RETIREMENT                                                            99.90%
AS NOMINEE FOR THE TTEE/CUST PL 007
PBC MANAGEMENT, INC.
1148 BROADWAY
3RD FLOOR MAIN OFFICE
COLUMBUS GA 31901

INTERMEDIATE GOVERNMENT BOND

AMERITRADE INC                                23.10%
PO BOX 2226
OMAHA NE 68103-2226

MERRILL LYNCH PIERCE FENNER & SMITH           10.23%
ATTN PHYSICAL TEAM
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484

TRUSTLYNX & CO                                 7.49%
TRUSTLYNX
PO BOX 173736
DENVER CO 80217-3736

US BANK CUST                                                                50.38%
US BANCORP CAP
U/A 01-01-1984
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2575

BAND & CO                                                                   20.19%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                             14.58%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

CAPINCO                                                                     13.59%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

INTERMEDIATE TAX FREE

                                                     PERCENTAGE OF OUTSTANDING SHARES
                                             -----------------------------------------------
                                             CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                             -------   -------   -------   -------   -------
UNIFIED TRUST COMPANY NA                       7.02%
OMNIBUS TRUST
2353 ALEXANDRIA DR STE 100
LEXINGTON KY 40504-3208

ROBERT W BAIRD & CO. INC.                      6.06%
777 EAST WISCONSIN AVENUE
MILWAUKEE WI 53202-5300

BAND & CO                                                                   63.19%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                             27.54%
PO BOX 1787
MILWAUKEE WI 53201-1787

CAPINCO                                                                     8.77%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

INTERMEDIATE TERM BOND

ORCHARD TRUST CO LLC TRUSTEE/C                12.72%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

BAND & CO                                                                   55.25%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

CAPINCO                                                                     22.13%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                             15.21%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

MINNESOTA INTERMEDIATE TAX FREE

PERSHING LLC                                   8.72%
PO BOX 2052
JERSEY CITY NJ 07303-2052

US BANCORP INVESTMENTS INC                     7.93%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

PERSHING LLC                                   5.55%
PO BOX 2052
JERSEY CITY NJ 07303-2052

                                                     PERCENTAGE OF OUTSTANDING SHARES
                                             -----------------------------------------------
                                             CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                             -------   -------   -------   -------   -------
ALFRED P GALE                                  5.48%
2350 HIGHLAND RD
MAPLE PLAIN MN 55359-9570

BAND & CO                                                                   92.40%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

MINNESOTA TAX FREE

MERRILL LYNCH PIERCE FENNER & SMITH                                9.64%
ATTN PHYSICAL TEAM
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484

BAND & CO                                                                   92.39%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

MISSOURI TAX FREE

PERSHING LLC                                                      41.32%
PO BOX 2052
JERSEY CITY NJ 07303-2052

U S BANCORP INVESTMENTS INC                                       33.13%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

CO FBO                                                             8.03%
MILDRED W ROBERTS
512 E 109TH TER
KANSAS CITY MO 64131-4003

U.S. BANCORP INVESTMENTS INC.                                      5.84%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

UBS FINANCIAL SERVICES INC. FBO                                    5.25%
JOSEPH M MALTERS
KATHRYN KIRK-MALTERS TRUST
10685 LARSON LN
ROLLA MO 65401-8108

BAND & CO                                                                   88.89%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                              8.56%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

NEBRASKA TAX FREE

RICHARD H WARMAN                              18.96%
TOD
4641 N 56TH ST
LINCOLN NE 68504-1716

                                                     PERCENTAGE OF OUTSTANDING SHARES
                                             -----------------------------------------------
                                             CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                             -------   -------   -------   -------   -------
RBC CAPITAL MARKETS CORP FBO                  16.50%
J JOHN GRAINGER
2929 VAN DORN ST
LINCOLN NE 68502-4261

A G EDWARDS & SONS INC                                            14.83%
W J & S A MOHANNA TTEES
W J M TR UAD 5/23/05
1 N JEFFERSON AVE
SAINT LOUIS MO 63103-2287

US BANCORP INVESTMENTS INC                                        11.83%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

MERRILL LYNCH PIERCE FENNER & SMITH                                9.69%
ATTN PHYSICAL TEAM
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484

WELLS FARGO INVESTMENTS LLC                                        6.38%
625 MARQUETTE AVE S 13TH FLOOR
MINNEAPOLIS MN 55402-2323

BAND & CO                                                                   77.02%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                             14.19%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

CAPINCO                                                                      6.11%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

OHIO TAX FREE

U.S. BANCORP INVESTMENTS INC.                 32.32%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

U.S. BANCORP INVESTMENTS INC.                 14.70%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

MERRILL LYNCH PIERCE FENNER & SMITH           10.36%
ATTN PHYSICAL TEAM
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484

U S BANCORP INVESTMENTS INC                    9.69%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

U.S. BANCORP INVESTMENTS INC.                  8.36%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

U.S. BANCORP INVESTMENTS INC.                                     37.29%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

                                                     PERCENTAGE OF OUTSTANDING SHARES
                                             -----------------------------------------------
                                             CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                             -------   -------   -------   -------   -------
ROBERT W BAIRD & CO INC                                           22.90%
777 EAST WISCONSIN AVENUE
MILWAUKEE WI 53202-5300

RAYMOND JAMES & ASSOC INC                                         17.94%
FBO EDWIN H TASSET &
MARILYN J TASSET TTEE
TASSET & MARILYN J TASSET TRUST
5970 WILMER RD
CINCINNATI OH 45247-5930

PERSHING LLC                                                      16.10%
PO BOX 2052
JERSEY CITY NJ 07303-2052

BAND & CO                                                                   83.08%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

CAPINCO                                                                     14.20%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

OREGON INTERMEDIATE TAX FREE

PIPER JAFFRAY                                 10.92%
800 NICOLLET MALL 8TH STREET
MINNEAPOLIS MN 55402

U.S. BANCORP INVESTMENTS INC.                  7.13%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

BAND & CO                                                                   51.06%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                             47.23%
PO BOX 1787
MILWAUKEE WI 53201-1787

SHORT TAX FREE

U.S. BANCORP INVESTMENTS INC.                 24.68%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

U.S. BANCORP INVESTMENTS INC.                 14.99%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

MERRILL LYNCH PIERCE FENNER & SMITH           11.34%
ATTN PHYSICAL TEAM
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484

U S BANCORP INVESTMENTS INC                    5.90%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

U.S. BANCORP INVESTMENTS INC.                  5.20%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

                                                     PERCENTAGE OF OUTSTANDING SHARES
                                             -----------------------------------------------
                                             CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                             -------   -------   -------   -------   -------
BAND & CO                                                                   61.63%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                             32.90%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

SHORT TERM BOND

BAND & CO                                                                   48.89%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

CAPINCO                                                                     23.67%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                             19.31%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

TAX FREE

A G EDWARDS & SONS INC                         5.15%
ROBIN MELVA ANDERSON
1 N JEFFERSON AVE
SAINT LOUIS MO 63103-2287

MERRILL LYNCH PIERCE FENNER & SMITH                               28.20%
ATTN PHYSICAL TEAM
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484

NFS LLC FEBO                                                       6.40%
IONE R DILLEY TTEE
KENNETH P DILLEY REVOC TRUST
U/A 4/8/97
2092 NW 134TH ST
CLIVE IA 50325-7507

RAYMOND JAMES & ASSOC INC                                          5.21%
FBO MARY S WHALEY
POLLY P CARTER &
WILLIAM H STEVENS JR TTEE
1730 SAINT JAMES CIR
THE VILLAGES FL 32162-7651

FIRST CLEARING, LLC                                                5.08%
ETHEL PEDERSON TRUST
ETHEL PEDERSON TTEE
1632 168TH PL NE
BELLEVUE WA 98008-2910

BAND & CO                                                                   83.68%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                             12.01%
PO BOX 1787
MILWAUKEE WI 53201-1787

                                                     PERCENTAGE OF OUTSTANDING SHARES
                                             -----------------------------------------------
                                             CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                             -------   -------   -------   -------   -------
TOTAL RETURN BOND

MERRILL LYNCH PIERCE FENNER & SMITH                               14.09%
ATTN PHYSICAL TEAM
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484

CHARLES SCHWAB & CO INC                                            5.36%
SPECIAL CUSTODY ACCT FBO
CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151

BAND & CO                                                                   62.86%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

CAPINCO                                                                     27.31%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                              8.73%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

MG TRUST CO CUST FBO                                                                  57.46%
OMAHA NEON SIGN INC
700 17TH ST STE 300
DENVER CO 80202-3531

MG TRUST CO CUST FBO                                                                  12.16%
WATERMAN EXECUTIVE SEARCH 401K
700 17TH ST STE 300
DENVER CO 80202-3531

MG TRUST                                                                               7.81%
MARACOM CORP 401K
700 17TH ST STE 300
DENVER CO 80202-3531

U.S. GOVERNMENT MORTGAGE

ORCHARD TRUST CO LLC TRUSTEE/C                 5.53%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

BAND & CO                                                                   66.65%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

CAPINCO                                                                     16.19%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                             12.65%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

                                                     PERCENTAGE OF OUTSTANDING SHARES
                                             -----------------------------------------------
                                             CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                             -------   -------   -------   -------   -------
COUNSEL TRUST DBA MATC FBO                                                             8.26%
OMNI METAL FINISHING INC 401K PSP & TRUST
1251 WATERFRONT PL STE 525
PITTSBURGH PA 15222-4228

MG TRUST CO CUST FBO                                                                   7.82%
LEBLANC & ASSOCIATES 401K RETIRE
700 17TH ST STE 300
DENVER CO 80202-3531

ROBERT K LUCAS FBO                                                                     7.55%
LUCAS GENERAL CONTRACTING CORP
401 K PROFIT SHARING PLAN & TRUST
1111 QUAIL ST
NEWPORT BEACH CA 92660-2705

COUNSEL TRUST DBA MATC FBO                                                             7.19%
GENEA ENERGY PARTNERS INC 401K PSP & TRUST
1251 WATERFRONT PL STE 525
PITTSBURGH PA 15222-4228

STEVE BARNES FBO                                                                       6.03%
BARNES FIRM 401K PSP & TRUST
17 COURT STREET SUITE 700
BUFFALO NY 14202-3204

COUNSEL TRUST DBA MATC FBO                                                             5.77%
CHILD CARE CONNECTION INC 401K PSP & TRUST
1251 WATERFRONT PL STE 525
PITTSBURGH PA 15222-4228

JOSEPH ZENGER FBO                                                                      5.48%
ZENGER GROUP INC 401K PSP & TRUST
525 HERTEL AVE
BUFFALO NY 14207-2305

COUNSEL TRUST DBA MATC FBO                                                             5.43%
PRINCIPAL TECHNICAL SERVICES I
401 K PROFIT SHARING PLAN & TRUST
1251 WATERFRONT PL STE 525
PITTSBURGH PA 15222-4228

                                        PUBLIC OFFERING PRICE
FUND                                           CLASS A
----                                    ---------------------
Core Bond Fund                                 $11.34
High Income Bond Fund                            9.03
Inflation Protected Securities Fund             10.65
Intermediate Government Bond Fund                8.61
Intermediate Term Bond Fund                     10.13
Short Term Bond Fund                            10.12
Total Return Bond Fund                          10.34
U.S. Government Mortgage Fund                   10.59
Arizona Tax Free Fund                           10.89
California Intermediate Tax Free Fund           10.22
California Tax Free Fund                        11.19
Colorado Intermediate Tax Free Fund             10.42
Colorado Tax Free Fund                          10.74
Intermediate Tax Free Fund                      10.75
Minnesota Intermediate Tax Free Fund             9.97
Minnesota Tax Free Fund                         10.95
Missouri Tax Free Fund                          11.91
Nebraska Tax Free Fund                          10.51
Ohio Tax Free Fund                              10.46
Oregon Intermediate Tax Free Fund                9.90
Short Tax Free Fund                             10.02
Tax Free Fund                                   10.72

                                                            SHARES        NET ASSET
                                          NET ASSETS     OUTSTANDING   VALUE PER SHARE
                                        --------------   -----------   ---------------
CORE BOND FUND
   Class A                              $   94,571,118     8,707,147       $10.86
   Class B                                   7,732,967       717,798        10.77
   Class C                                   4,383,158       404,833        10.83
   Class R                                     288,530        26,505        10.89
   Class Y                               1,468,598,935   135,256,706        10.86
HIGH INCOME BOND FUND
   Class A                                  24,419,926     2,823,009         8.65
   Class B                                   3,496,024       406,147         8.61
   Class C                                   6,490,049       753,295         8.62
   Class R                                     184,267        20,974         8.79
   Class Y                                 204,163,961    23,588,159         8.66
INFLATION PROTECTED SECURITIES FUND
   Class A                                   3,293,871       322,773        10.20
   Class C                                     365,159        35,866        10.18
   Class R                                   1,175,028       115,157        10.20
   Class Y                                 278,748,935    27,318,001        10.20
INTERMEDIATE GOVERNMENT BOND FUND
   Class A                                   6,504,487       772,767         8.42
   Class Y                                  63,783,675     7,578,802         8.42
INTERMEDIATE TERM BOND FUND
   Class A                                  28,363,640     2,864,006         9.90
   Class Y                                 766,932,470    77,718,878         9.87

                                                            SHARES        NET ASSET
                                          NET ASSETS     OUTSTANDING   VALUE PER SHARE
                                        --------------   -----------   ---------------
SHORT TERM BOND FUND
   Class A                                  59,932,784     6,060,579         9.89
   Class Y                                 257,403,037    26,018,027         9.89
TOTAL RETURN BOND FUND
   Class A                                  15,566,745     1,572,666         9.90
   Class B                                   2,383,872       241,746         9.86
   Class C                                   3,672,999       373,234         9.84
   Class R                                     293,544        29,503         9.95
   Class Y                               1,069,211,317   108,060,194         9.89
U.S. GOVERNMENT MORTGAGE FUND
   Class A                                  11,295,032     1,114,187        10.14
   Class B                                   3,736,521       367,916        10.16
   Class C                                   2,258,500       223,700        10.10
   Class R                                   1,585,280       156,626        10.12
   Class Y                                 123,436,338    12,174,419        10.14
ARIZONA TAX FREE FUND
   Class A                                   6,704,362       642,881        10.43
   Class C                                   1,376,101       132,127        10.41
   Class Y                                  17,522,323     1,679,268        10.43
CALIFORNIA INTERMEDIATE TAX FREE FUND
   Class A                                   4,462,902       446,537         9.99
   Class Y                                  52,924,481     5,284,041        10.02
CALIFORNIA TAX FREE FUND
   Class A                                  12,076,031     1,127,884        10.71
   Class C                                   2,479,775       231,330        10.72
   Class Y                                  30,484,856     2,846,466        10.71
COLORADO INTERMEDIATE TAX FREE FUND
   Class A                                   6,199,206       608,610        10.19
   Class Y                                  43,932,874     4,324,553        10.16
COLORADO TAX FREE FUND
   Class A                                   5,815,248       565,878        10.28
   Class C                                   2,858,935       278,780        10.26
   Class Y                                  15,888,597     1,543,355        10.29
INTERMEDIATE TAX FREE FUND
   Class A                                  27,553,614     2,622,261        10.51
   Class Y                                 630,820,068    60,157,623        10.49
MINNESOTA INTERMEDIATE TAX FREE FUND
   Class A                                  22,058,693     2,263,171         9.75
   Class Y                                 175,681,170    18,124,448         9.69
MINNESOTA TAX FREE FUND
   Class A                                 102,089,002     9,740,731        10.48
   Class C                                  20,061,472     1,922,273        10.44
   Class Y                                  44,992,808     4,298,531        10.47
MISSOURI TAX FREE FUND
   Class A                                  23,135,281     2,029,897        11.40
   Class C                                     406,210        35,743        11.36
   Class Y                                 137,745,894    12,080,177        11.40
NEBRASKA TAX FREE FUND
   Class A                                   5,688,612       565,246        10.06
   Class C                                   1,798,440       180,034         9.99
   Class Y                                  29,533,416     2,935,510        10.06
OHIO TAX FREE FUND
   Class A                                     634,894        63,372        10.02
   Class C                                     254,598        25,750         9.89
   Class Y                                  48,510,541     4,844,686        10.01

                                                            SHARES        NET ASSET
                                          NET ASSETS     OUTSTANDING   VALUE PER SHARE
                                        --------------   -----------   ---------------
OREGON INTERMEDIATE TAX FREE FUND
   Class A                                   5,966,445       616,555         9.68
   Class Y                                 120,800,315    12,477,536         9.68
SHORT TAX FREE FUND
   Class A                                   2,308,581       235,908         9.79
   Class Y                                 143,984,908    14,712,819         9.79
TAX FREE FUND
   Class A                                  35,556,382     3,466,705        10.26
   Class C                                   3,104,279       304,135        10.21
   Class Y                                 448,774,363    43,707,538        10.27