<PAGE> 1
THE CARDINAL FUND INC.
SUPPLEMENT DATED DECEMBER 11, 1995,
TO PROSPECTUS DATED FEBRUARY 1, 1995
Capitalized terms used in this Supplement have the meaning assigned to them
in the Prospectus.
The Fund has entered into an Agreement and Plan of Reorganization and
Liquidation, dated as of December 1, 1995 (the "Plan"), with The Cardinal Group,
an Ohio business trust (the "Group"). Pursuant to the Plan, The Cardinal Fund, a
series of the Group (the "Acquiring Fund"), would acquire all of the assets of
the Fund in exchange for the assumption of all of the Fund's liabilities and a
number of full and fractional shares of the Acquiring Fund having an aggregate
net asset value equal to the Fund's net assets (the "Reorganization"). The Fund
would then be liquidated, and the shares of the Acquiring Fund would be
distributed to Fund shareholders.
The Reorganization is subject to certain regulatory approvals and to
approval by the shareholders of the Fund at a special Shareholders Meeting
currently expected to be held in February, 1996. If the shareholders approve the
Reorganization, it is expected that the Reorganization would be effected on or
about March 31, 1996; however, the Reorganization may be effected on such
earlier or later date as the Group and the Fund may determine. There can be no
assurance that the Reorganization will take place when or as currently proposed.
The following paragraph is added to the cover page of this Prospectus:
THE SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY ANY BANK, NOR ARE SUCH SHARES FEDERALLY INSURED
BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENTAL AGENCY. AN INVESTMENT IN
THE FUND INVOLVES CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
The following two sentences are added at the end of the second paragraph
under the heading "WHO MANAGES MY INVESTMENT IN THE FUND? -- Investment Adviser"
on pages 13 and 14 of the Prospectus:
As of December 22, 1995, John Bevilacqua will be primarily responsible for
the day-to-day management of the Fund's portfolio. Mr. Bevilacqua has been
a Vice President and Portfolio Manager for The Ohio Company since October,
1994. Prior thereto, and since February, 1984, Mr. Bevilacqua served as
Second Vice-President -- Investments for Midland Mutual Life Insurance
Company, Columbus, Ohio.
The Prospectus Supplement supersedes in its entirety the prospectus
supplement dated February 22, 1995.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE PROSPECTUS
FOR FUTURE REFERENCE
<PAGE> 2
- --------------------------------------------------------------------------------
PROSPECTUS
[LOGO]
THE CARDINAL FUND INC.
The Cardinal Fund Inc. (the "Fund") is a diversified, open-end, management
investment company. The primary investment objective of the Fund is to achieve
long-term growth of capital and income through selective participation in the
long-term progress of American businesses and industries. The policy of the Fund
is generally to invest in equity securities. Current income, while a factor in
portfolio selection, is secondary to the Fund's primary objective. There can be
no assurance that the Fund's objective will be achieved.
- --------------------------------------------------------------------------------
For further information regarding the Fund or for assistance
in opening an account or redeeming shares, please call:
In Columbus 464-5512 (opening accounts and further information)
From other Ohio locations (800) 282-9446 toll free
From outside Ohio (800) 848-7734 toll free
Inquiries may also be made by mail addressed
to the Fund at its principal office:
155 East Broad Street
Columbus, Ohio 43215
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This Prospectus sets forth concisely the information about the Fund that a
prospective investor ought to know before investing in the Fund. This Prospectus
should be retained for future reference. A Statement Of Additional Information
respecting the Fund dated February 1, 1995, has been filed with the Securities
and Exchange Commission and is incorporated herein by reference. Such Statement
is available upon request without charge from the Fund at the above address or
by calling one of the phone numbers provided above.
Investors should read and retain this Prospectus for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE OHIO COMPANY
The date of this Prospectus is February 1, 1995
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<PAGE> 3
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KEY FEATURES
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<TABLE>
<S> <C>
PROFESSIONAL MANAGERS.......... The Fund's portfolio is fully managed by professional
portfolio managers. (See page 13.)
DIVERSIFICATION................ The Fund's portfolio of securities represents an interest
in many companies and industries and therefore provides a
diversification of risk.
REDUCED SALES CHARGE........... An investor will pay a reduced sales charge for large
investments. (See page 8.)
LOW INITIAL INVESTMENT......... An investor can acquire shares of a portfolio of common
stocks with a smaller investment than would be needed to
purchase a similar portfolio directly.
FLEXIBILITY.................... You may switch once each calendar quarter from one mutual
fund to another within the Cardinal Group of Funds as
your personal circumstances or market conditions dictate.
(See pages 14 and 15.)
RETIREMENT PROGRAMS............ The Fund is a permissible investment for qualified
retirement plans.
DIVIDEND REINVESTMENT.......... You may reinvest dividends, capital gains or both in
additional shares of the Fund at no charge. (See pages 4
and 10.)
ACH PROCESSING................. Investors may use Automated Clearing House ("ACH")
processing for subsequent purchases of shares,
redemptions, and/or distributions paid. (See page 14.)
</TABLE>
2
<PAGE> 4
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PROSPECTUS HIGHLIGHTS
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<TABLE>
<S> <C>
SHARES OFFERED................. The Fund has authorized 30,000,000 shares of common
stock, without par value (the "Shares"), all of a single
class. (See page 15.)
OFFERING PRICE & SALES
CHARGE....................... The public offering price is equal to net asset value per
share plus a sales charge equal to 4.50% of the public
offering price (4.71% of net amount invested) reduced on
investments of $100,000 or more (see page 8) and waived
if purchasers are Qualifying Plans for whom The Ohio
Company serves as a trustee or investment adviser. (See
page 10.)
MINIMUM PURCHASE............... $1,000 minimum initial investment and $50 minimum subse-
quent investments. (See pages 7 and 8.)
TYPE OF COMPANY................ Diversified, open-end, management investment company,
commonly known as a mutual fund. Organized as an Ohio
corporation on September 16, 1966. (See page 6.)
INVESTMENT OBJECTIVE........... Long-term growth of capital and income through selective
participation in the long-term progress of American
business and industry. (See page 6.)
INVESTMENT POLICIES............ The Fund generally invests in equity securities. Current
income, while a factor in portfolio selection, is
secondary to the primary objective. (See pages 6 and 7.)
RISK FACTORS AND SPECIAL
CONSIDERATIONS............... An investment in a mutual fund such as the Fund involves
a certain amount of risk, including market risk, and may
not be suitable for all investors. Some investment
policies of the Fund may entail certain risks, including
the use of repurchase agreements. (See "WHAT ARE THE
INVESTMENT OBJECTIVE AND POLICIES OF THE FUND?" on pages
6 and 7.)
INVESTMENT ADVISER............. The Fund has entered into an Investment Advisory Agree-
ment with The Ohio Company. Cardinal Management Corp., a
wholly-owned subsidiary of The Ohio Company, acts as the
Fund's transfer agent, and acts as investment adviser to
and transfer agent for Cardinal Government Securities
Trust, Cardinal Tax Exempt Money Trust, Cardinal
Government Obligations Fund, Cardinal Balanced Fund and
Cardinal Aggressive Growth Fund. (See page 13.)
MANAGEMENT FEE................. The annual rate is .5% of the average daily net assets of
the Fund. (See page 14.)
DISTRIBUTIONS.................. Dividends and distributions are made with such frequency
as the Fund shall determine. (See page 10.)
REDEMPTION..................... At net asset value per share without charge, except that
broker-dealers may charge a service fee for assisting in
a redemption. (See page 11.)
TRANSFER AGENT................. Cardinal Management Corp. (See page 14.)
</TABLE>
3
<PAGE> 5
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FEE TABLE
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<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price).......................... 4.50%
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price).......................... 0%
Deferred Sales Load
(as a percentage of original purchase price or redemption
proceeds, as applicable)..................................... 0%
Redemption Fees
(as a percentage of amount redeemed, if applicable).......... 0%
Exchange Fee................................................... $ 0
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees................................................ .50%
12b-1 Fees..................................................... .00
Other Expenses................................................. .22
--------
Total Fund Operating Expenses.................................. .72%
=================
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
You would pay the following expenses on
a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the
end of each time period:................ $ 52 $ 67 $ 83 $130
</TABLE>
The purpose of the above table is to assist a potential purchaser of the Fund's
Shares in understanding the various costs and expenses that an investor in the
Fund will bear directly or indirectly. See "WHO MANAGES MY INVESTMENT IN THE
FUND?" for a more complete discussion of the shareholder transaction expenses
and annual operating expenses of the Fund. The example and expenses above
reflect current fees. THE FOREGOING EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN.
4
<PAGE> 6
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FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The following Financial Highlights with respect to each of the ten fiscal years
ended September 30, 1994, have been audited by KPMG Peat Marwick LLP,
independent auditors, whose report thereon, together with certain financial
statements, are contained in the Fund's Statement Of Additional Information and
which may be obtained by shareholders and prospective investors.
FINANCIAL HIGHLIGHTS FOR EACH SHARE OF CAPITAL STOCK
OUTSTANDING THROUGHOUT EACH PERIOD*:
<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
-----------------------------------------------------------------
1994 1993 1992 1991 1990
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net asset value, Beginning of period................ $ 12.91 $ 12.95 $ 11.88 $ 9.28 $ 11.75
Income from investment operations:
Net investment income............................. .31 .32 .35 .35 .42
Net gains or losses on securities (both realized
and unrealized)................................. .12 .55 1.37 2.70 (1.87)
--------- --------- --------- --------- ---------
Total from investment operations.................. .43 .87 1.72 3.05 (1.45)
--------- --------- --------- --------- ---------
Less Distributions:
Dividends (from net investment income)............ (.33) (.29) (.36) (.38) (.53)
Distributions (from capital gains)................ (.28) (.62) (.29) (.07) (.49)
Returns of capital................................ -- -- -- -- --
--------- --------- --------- --------- ---------
Total Distributions............................... (.61) (.91) (.65) (.45) (1.02)
Net asset value, End of period...................... $ 12.73 $ 12.91 $ 12.95 $ 11.88 $ 9.28
========= ========= ========= ========= =========
Total Return........................................ 3.38% 6.98% 15.05% 33.54% (13.42)%
Ratios/Supplemental Data:
Net assets, End of period (000) omitted............. $ 246,581 $ 282,125 $ 261,392 $ 221,428 $ 168,184
Ratio of expenses to average net assets............. 0.72% 0.68% 0.67% 0.67% 0.74%
Ratio of net investment income to average net
assets............................................ 2.40% 2.46% 2.83% 3.15% 3.98%
Portfolio Turnover Rate............................. 23.20% 11.11% 6.22% 33.27% 27.1%
</TABLE>
<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
-----------------------------------------------------------------
1989 1988 1987 1986 1985
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net asset value, Beginning of period................ $ 10.38 $ 11.73 $ 10.35 $ 8.55 $ 7.95
Income from investment operations:
Net investment income............................. .41 .37 .33 .22 .24
Net gains or losses on securities (both realized
and unrealized)................................. 1.73 (.82) 2.05 2.37 1.11
--------- --------- --------- --------- ---------
Total from investment operations.................. 2.14 (.45) 2.38 2.59 1.35
--------- --------- --------- --------- ---------
Less Distributions:
Dividends (from net investment income)............ (.39) (.47) (.28) (.23) (.24)
Distributions (from capital gains)................ (.38) (.43) (.72) (.56) (.51)
Returns of capital................................ -- -- -- -- --
--------- --------- --------- --------- ---------
Total Distributions............................... (.77) (.90) (1.00) (.79) (.75)
Net asset value, End of period...................... $ 11.75 $ 10.38 $ 11.73 $ 10.35 $ 8.55
========= ========= ========= ========= =========
Total Return........................................ 22.04% (3.46)% 25.00% 32.56% 18.77%
Ratios/Supplemental Data:
Net assets, End of period (000) omitted............. $ 174,156 $ 130,978 $ 136,619 $ 84,972 $ 34,501
Ratio of expenses to average net assets............. 0.70% 0.73% 0.75% 0.89% 0.89%
Ratio of net investment income to average net
assets............................................ 3.93% 3.77% 3.32% 3.12% 2.91%
Portfolio Turnover Rate............................. 23.2% 12.3% 13.2% 10.3% 14.4%
</TABLE>
* The Information included in the Financial Highlights has been restated to
reflect a three-for-two stock split made on January 11, 1990.
See notes to financial statements appearing in the Fund's Statement Of
Additional Information.
5
<PAGE> 7
Pursuant to a Revolving Credit Agreement between the Fund and The Fifth Third
Bank dated April 10, 1992 (the "Loan Agreement"), the Fund may borrow money from
The Fifth Third Bank for temporary purposes, such as to accommodate abnormally
heavy redemption requests, and only in an amount not exceeding the lesser of 10%
of the Fund's gross assets taken at cost or 5% of the Fund's gross assets taken
at value. The table below sets forth certain information concerning the Loan
Agreement.
<TABLE>
<CAPTION>
AVERAGE AVERAGE NUMBER AVERAGE
AMOUNT OF DEBT AMOUNT OF DEBT OF FUND'S SHARES AMOUNT OF
YEAR ENDED OUTSTANDING AT OUTSTANDING OUTSTANDING DEBT PER SHARE
SEPTEMBER 30, END OF PERIOD DURING THE PERIOD DURING THE PERIOD DURING THE PERIOD
- ---------------- ------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
1994 $0 $4,565 20,614,531 $0.0002214
1993............ $0 $1,018 21,018,555 $0.0000484
</TABLE>
From time to time the Fund advertises "average annual total return" and
"cumulative return." SUCH TOTAL RETURN FIGURES AND CUMULATIVE RETURN FIGURES ARE
BASED UPON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE
PERFORMANCE. The average annual total return advertised by the Fund refers to
the return generated by an investment in the Fund over one-, five-and ten-year
periods and from September 30, 1975 (which periods will be stated in the
advertisement). The average annual total return over a period equates the amount
of an initial investment in the Fund to the amount redeemable at the end of that
period assuming that any dividends and distributions earned by an investment in
the Fund are immediately reinvested and the maximum applicable sales charge is
deducted from the initial investment at the time of investment. The cumulative
return advertised refers to the total return on a hypothetical investment over
the relevant period and equates the amount of an initial investment in the Fund
to the amount redeemable at the end of that period assuming that any dividends
and distributions are immediately reinvested and the maximum sales charge is
deducted from the initial investment at the time of investment. If the sales
charge were not deducted, the average annual total return and cumulative return
advertised would be higher.
Investors may also judge the performance of the Fund by comparing its
performance to the performance of other mutual funds or mutual fund portfolios
with comparable investment objectives and policies through various mutual fund
or market indices such as those prepared by Dow Jones & Co., Inc., and Standard
& Poor's Corporation, and to data prepared by Lipper Analytical Services, Inc.,
Morningstar, Inc. and CDA Investment Technologies, Inc. Comparisons may also be
made to the Consumer Price Index and to other indices or data published in Money
Magazine, Forbes, Barron's, The Wall Street Journal, The New York Times, The
Columbus Dispatch, Business Week, U.S.A. Today and Consumer Reports. In addition
to performance information, general information about the Fund that appears in a
publication such as those mentioned above and comparisons to such indices or
data may be included in advertisements and in reports to shareholders.
Further information about the performance of the Fund is contained in the Fund's
Annual Report to Shareholders which may be obtained without charge by contacting
the Fund at the telephone numbers set forth on the cover page of this
Prospectus.
- --------------------------------------------------------------------------------
WHAT IS THE FUND?
- --------------------------------------------------------------------------------
The Fund was organized on September 16, 1966, as an Ohio corporation and is
registered and operates as a diversified, open-end management investment company
as defined in the Investment Company Act of 1940 and commonly known as a mutual
fund.
- --------------------------------------------------------------------------------
WHAT ARE THE INVESTMENT OBJECTIVE AND POLICIES OF THE FUND?
- --------------------------------------------------------------------------------
The investment objective of the Fund is to achieve long-term growth of capital
and income through selective participation in the long-term progress of American
business and industries. The investment objective with respect to the Fund is a
fundamental policy and as such may not be changed without a vote
6
<PAGE> 8
of the holders of a majority of the outstanding Shares of the Fund. The policy
of the Fund is generally to invest in equity securities of companies which, in
the opinion of The Ohio Company, are growth oriented. The securities purchased
by the Fund are traded in either established over-the-counter markets or on
national exchanges and are issued by companies having a market capitalization of
at least $10 million. Current income, while a factor in portfolio selection, is
secondary to the primary objective. This policy of normally investing in equity
securities believed to have a potential for long-term capital appreciation means
that the assets of the Fund will generally be subject to greater risk than may
be involved in securities which do not have such growth characteristics. It is
recognized, however, that there may be times when, as a temporary, defensive
measure, the Fund's equity position should be reduced. At such times, and
otherwise for cash management purposes, the Fund may hold its assets in cash or
invest its assets in investment grade debt securities, U.S. Government
securities, repurchase agreements and preferred stock.
A repurchase agreement is an agreement under which an investor (such as the
Fund) purchases a security from a financial institution such as a
well-established securities dealer or a bank which is a member of the Federal
Reserve System which the Fund's investment adviser deems creditworthy under
guidelines approved by the Fund's Board of Directors. At the time of purchase,
the bank or securities dealer agrees to repurchase the underlying security at a
specified time and price. The resale price reflects the purchase price plus an
agreed upon market rate of interest which is unrelated to the coupon rate or
maturity of the underlying security. Securities subject to repurchase agreements
will be U.S. Government securities. Under the Investment Company Act of 1940, as
amended (the "1940 Act"), repurchase agreements are considered to be loans by
the Fund. The Fund will only enter into a repurchase agreement where (i) the
underlying securities are of the type which the Fund's investment guidelines
would allow it to purchase directly, (ii) the market value of the underlying
security, including interest accrued, will be at all times equal to or exceed
the value of the repurchase agreement, and (iii) payment for the underlying
securities is made only upon physical delivery or evidence of book-entry
transfer to the account of the custodian or a bank acting as agent. The Ohio
Company will be responsible for continuously monitoring such requirements. In
the event of a bankruptcy or other default of a seller of a repurchase
agreement, the Fund could experience both delays in liquidating the underlying
securities and losses, including: (a) possible decline in the value of the
underlying security during the period while the Fund seeks to enforce its rights
thereto; (b) possible subnormal levels of income and lack of access to income
during this period; and (c) expenses of enforcing its rights.
The Fund may also invest up to 10% of the value of its total assets in the
securities of other investment companies subject to the limitations set forth in
the 1940 Act. The Fund intends to invest in the securities of other investment
companies which, in the opinion of The Ohio Company, will assist the Fund in
achieving its objectives and in money market mutual funds for purposes of
short-term cash management. The Fund's investment in such other investment
companies may result in the duplication of fees and expenses, particularly
investment advisory fees. For a further discussion of the limitations on the
Fund's investments in other investment companies, see "INVESTMENT OBJECTIVES AND
POLICIES -- Additional Information on Portfolio Instruments -- Securities of
Other Investment Companies" in the Statement of Additional Information.
The Fund is not intended to provide a complete and balanced investment program
for an investor. There is no guarantee that the investment objective of the Fund
will be realized.
- --------------------------------------------------------------------------------
HOW DO I PURCHASE SHARES OF THE FUND?
- --------------------------------------------------------------------------------
GENERAL
The Fund's Shares may be purchased at the public offering price through The Ohio
Company, principal underwriter of the Fund's Shares, at its address and
telephone number set forth on the cover page of this Prospectus, and through
other broker-dealers who are members of the National Association of Securities
Dealers, Inc. and have sales agreements with The Ohio Company.
7
<PAGE> 9
Subsequent purchases of Shares of the Fund may be made by ACH processing as
described under "WHAT OTHER SHAREHOLDER PROGRAMS ARE PROVIDED? -- ACH
Processing" below.
The minimum initial investment for individuals is $1,000, except the initial
investment for an applicant investing by means of the Automatic Investment Plan
(see "WHAT OTHER SHAREHOLDER PROGRAMS ARE PROVIDED?") must be at least $50.
Subsequent investments must be in amounts of at least $50.
Due to the high cost of maintaining accounts, the Fund reserves the right to
redeem involuntarily Shares in any account at the then current net asset value
if at any time redemptions have reduced a shareholder's total investment to a
net asset value below $500. A shareholder will be notified in writing that the
value of the account is less than $500 and allowed 30 days to increase the
account to $500 before the redemption is processed. Proceeds of redemptions so
processed, including dividends declared to the date of redemption, will be
promptly paid to the shareholder. Shares of the Fund may be redeemed through a
securities dealer, investment adviser, agent or other fiduciary which may charge
a fee for its services in connection with the redemption. No redemption charge
is imposed by the Fund or by The Ohio Company, the Fund's principal distributor.
PUBLIC OFFERING PRICE
The public offering price of Shares of the Fund is the net asset value per share
next determined after receipt by The Ohio Company of an order and payment, plus
a sales charge as follows:
<TABLE>
<CAPTION>
SALES CHARGE AS A PERCENTAGE
AS A OF OFFERING PRICE
PERCENTAGE ------------------------
AMOUNT OF OF THE NET SALES DEALER'S
SINGLE TRANSACTION AMOUNT INVESTED CHARGE CONCESSION
--------------------------------------------------- --------------- ---------- ----------
<S> <C> <C> <C>
Less than $100,000................................. 4.71% 4.50% 4.00%
$100,000 but less than $250,000.................... 3.63 3.50 3.00
$250,000 but less than $500,000.................... 2.56 2.50 2.00
$500,000 but less than $1,000,000.................. 1.52 1.50 1.00
$1,000,000 or more................................. 0.50 0.50 0.40
</TABLE>
(See "HOW IS NET ASSET VALUE CALCULATED?" for a description of the computation
of net asset value per share.)
The above charges on investments of $100,000 or more are applicable to purchases
made at one time by an individual, or an individual, his or her spouse and their
children not of legal age, or a trustee, guardian or other like fiduciary of
certain single trust estates or certain single fiduciary accounts.
No sales charge is imposed on purchases of Shares by officers, directors, and
employees of the Fund, or by full-time employees of The Ohio Company, who have
been such for at least 90 days or by qualified retirement plans for such
persons.
AUTOMATIC INVESTMENT PLAN
The Fund has made arrangements to enable you to make automatic monthly or
quarterly investments, in the minimum amount of $50 per transaction, from your
checking account. Assuming the cooperation of your financial institution, your
checking account therein will be debited to purchase Shares of the Fund on the
periodic basis you select. Confirmation of your purchase of Fund Shares will be
provided by the Fund. The debit of your checking account will be reflected in
the checking account statement you receive from your financial institution.
Please contact The Ohio Company for the appropriate form.
8
<PAGE> 10
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MAY MY TAX SHELTERED RETIREMENT PLAN INVEST IN THE FUND?
- --------------------------------------------------------------------------------
Shares of the Fund qualify for purchase in connection with the following tax
sheltered retirement plans:
-- Individual retirement account ("IRAs") plans
-- Simplified Employee Pension Plans
-- 403(b)(7) Custodial Plans sponsored by certain tax-exempt employers
-- Pension, profit-sharing and 401(k) plans qualifying under Section 401(a)
of the Internal Revenue Code.
The Ohio Company offers a wide range of services to assist employers in reducing
the cost and complexity of utilizing any of the above retirement programs. These
services include:
Consulting services
Prototype plan documents
Low-cost recordkeeping and IRS reporting
On-going employee educational programs
Investment consultation
Trust services
Please contact your local office of The Ohio Company or call 1-800-237-2169
(inside Ohio) or 1-800-237-2170 (outside Ohio) to obtain complete information
regarding The Ohio Company's retirement plan services.
- --------------------------------------------------------------------------------
HOW MAY I QUALIFY FOR QUANTITY DISCOUNTS?
- --------------------------------------------------------------------------------
LETTER OF INTENTION
If you (including your spouse and children not of legal age) intend to purchase
$100,000 or more of Shares of the Fund and of any fund of The Cardinal Group or
of Cardinal Government Obligations Fund, other members of the Cardinal family of
funds, which are sold with a sales charge (collectively, the "Cardinal Load
Funds") during any 13-month period, you may sign a letter of intention to that
effect obtained from The Ohio Company and pay the reduced sales charge
applicable to the total amount of shares to be so purchased. The 13-month period
during which the Letter of Intention is in effect will begin on the date of the
earliest purchase to be included. In addition, trustees, guardians or other like
fiduciaries of single trust estates or certain single fiduciary accounts may
take advantage of the quantity discounts pursuant to a letter of intention.
A letter of intention is not a binding obligation upon you to purchase the full
amount indicated. Shares purchased with the first 5% of such amount will be held
in escrow (while remaining registered in your name) to secure payment of the
highest sales charge applicable to the shares actually purchased. If the full
amount indicated is not purchased, such escrowed shares will be involuntarily
redeemed to pay the additional sales charge, if necessary. Dividends on escrowed
shares, whether paid in cash or reinvested in additional shares of the
applicable Cardinal Load Fund, are not subject to escrow. The escrowed shares
will not be available for disposal by you until all purchases pursuant to the
letter of intention have been made or the higher sales charge has been paid.
When the full amount indicated has been purchased, the escrow will be released.
To the extent that you purchase more than the dollar amount indicated on the
Letter of Intention and qualify for a further reduced sales charge, the sales
charge will be adjusted for the entire amount purchased at the end of the
13-month period. The difference in sales charge will be, as you instruct, either
delivered to you in cash or used to purchase additional shares of the Cardinal
Load Fund designated by you subject to the rate of sales charge applicable to
the actual amount of the aggregate purchases. This program, however, may be
modified or eliminated at any time or from time to time by the Group without
notice.
9
<PAGE> 11
CONCURRENT PURCHASES
For purposes of qualifying for a lower sales charge, you have the privilege of
combining "concurrent purchases" of Shares of the Fund and of one or more of the
other Cardinal Load Funds. For example, if you concurrently purchase Shares of
the Fund at the total public offering price of $50,000 and shares of another
Cardinal Load Fund at the total public offering price of $50,000, the sales
charge would be that applicable to a $100,000 purchase as shown in the table
above. "Concurrent purchases," as described above, shall include the combined
purchases of you, your spouse and your children not of legal age. To receive the
applicable public offering price pursuant to this privilege, you must, at the
time of purchase, give The Ohio Company sufficient information to permit
confirmation of qualification. This privilege, however, may be modified or
eliminated at any time or from time to time by the Group without notice thereof.
RIGHTS OF ACCUMULATION
After your initial purchase of Shares you may also be eligible to pay a reduced
sales charge for your subsequent purchases of Shares where the total public
offering price of Shares then being purchased plus the then aggregate current
net asset value of Shares of the Fund and of shares of any Cardinal Load Fund
held in your account equals $100,000 or more. You would be able to purchase
Shares at the public offering price applicable to the total of (a) the total
public offering price of the Shares of the Fund then being purchased plus (b)
the then current net asset value of Shares of the Fund and of shares of any
other Cardinal Load Fund held in your account. For purposes of determining the
aggregate current net asset value of shares held in your account, you may
include shares then owned by your spouse and children not of legal age.
You may obtain additional information about the foregoing special purchase
method from The Ohio Company. You are responsible for notifying The Ohio Company
at the time of purchase when purchases may be accumulated to take advantage of
the reduced sales charge. This program, however, may be modified or eliminated
at any time or from time to time by the Fund without notice thereof.
- --------------------------------------------------------------------------------
ARE THERE ANY SPECIAL PURCHASE PROGRAMS FOR CERTAIN RETIREMENT PLANS?
- --------------------------------------------------------------------------------
No sales charge is imposed on purchases of Shares of the Fund by trusts
qualifying under Section 401(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), and by deferred compensation plans of state and local governments
and tax exempt organizations qualifying under section 457 or 403(b) of the Code
(collectively "Qualifying Plans"), so long as The Ohio Company serves as either
a trustee or an investment adviser for the applicable Qualifying Plans.
- --------------------------------------------------------------------------------
WHAT DISTRIBUTIONS WILL I RECEIVE?
- --------------------------------------------------------------------------------
Dividends and distributions shall be made with such frequency (long term capital
gains normally will be distributed only once annually) and in such amounts as
the Fund from time to time shall determine and from net income and net realized
capital gains of the Fund. It is the policy of the Fund to distribute, at least
annually, substantially all of its net investment income and to distribute
annually any net realized capital gains. Unless a shareholder specifically
requests otherwise, dividends and distributions will be made only in additional
Shares of the Fund and not in cash.
Shareholders may elect to receive cash distributions by using ACH processing as
described under "WHAT OTHER SHAREHOLDER PROGRAMS ARE PROVIDED? - ACH Processing"
below.
10
<PAGE> 12
- --------------------------------------------------------------------------------
HOW MAY I REDEEM MY SHARES?
- --------------------------------------------------------------------------------
Investors may redeem Shares of the Fund at the net asset value per share next
determined following the receipt by the Fund's transfer agent, Cardinal
Management Corp., 215 East Capital Street, Columbus, Ohio 43215, of the
following: (a) written or telephonic notice to redeem, as described more fully
below, and (b) for Shares represented by certificates, either the share
certificates, properly endorsed, or properly executed stock powers. See "HOW IS
NET ASSET VALUE CALCULATED?", below, for a description of when net asset value
is determined.
As requested, The Ohio Company, on behalf of a shareholder, will forward the
foregoing notice to redeem and any share certificates or stock powers to
Cardinal Management Corp. without charge. Other broker-dealers may assist a
shareholder in redeeming his shares and may charge a fee for such services.
REDEMPTION BY MAIL
Shareholders may elect to redeem Shares of the Fund by submitting a written
request therefor to Cardinal Management Corp., the Fund's Transfer Agent at 215
East Capital Street, Columbus, Ohio 43215. Cardinal Management Corp. will
request a signature guarantee by an eligible guarantor institution as described
below. However, a signature guarantee will not be required if (1) the redemption
check is payable to the Shareholder(s) of record, and (2) the redemption check
is mailed to the Shareholder(s) at the address of record, provided, however,
that the address of record has not been changed within the preceding 15 days.
For purposes of this policy, an "eligible guarantor institution" shall include
banks, brokers, dealers, credit unions, securities exchanges and associations,
clearing agencies and savings associations as those terms are defined in the
Securities Exchange Act of 1934. Cardinal Management Corp. reserves the right to
reject any signature guarantee if (1) it has reason to believe that the
signature is not genuine or (2) it has reason to believe that the transaction
would otherwise be improper.
REDEMPTION BY TELEPHONE
Shareholders may elect to redeem Shares of the Fund by calling the Fund at the
telephone numbers set forth on the front of this Prospectus. The Shareholder may
direct that the redemption proceeds be mailed to the address of record or
another address.
Neither the Fund nor its service providers will be liable for any loss, damages,
expense or cost arising out of any telephone redemption effected in accordance
with the Fund's telephone redemption procedures, acting upon instructions
reasonably believed to be genuine. The Fund will employ procedures designed to
provide reasonable assurances that instructions by telephone are genuine; if
these procedures are not followed, the Fund or its service providers may be
liable for any losses due to unauthorized or fraudulent instructions. These
procedures may include recording all phone conversations, sending confirmations
to Shareholders within 72 hours of the telephone transaction, and verification
of account name and account number or tax identification number. If, due to
temporary adverse conditions, investors are unable to effect telephone
transactions, Shareholders may also redeem their Shares by mail as described
above.
AUTOMATIC WITHDRAWAL
Shareholders may elect to have the proceeds from redemptions of Shares
transmitted to an authorized bank account at a Federal Reserve member bank
through ACH processing as described under "WHAT OTHER SHAREHOLDER PROGRAMS ARE
PROVIDED? - ACH Processing" below.
The Fund will make payment for redeemed Shares as promptly as practicable but in
no event more than seven days after receipt by Cardinal Management Corp. of the
foregoing notice and any share certificates and powers. The Fund reserves the
right to delay payment for the redemption of Shares where such Shares were
purchased with other than immediately available funds, but only until the
purchase payment has cleared (which may take fifteen or more days from the date
the purchase payment is received by the Fund). The purchase of Fund Shares by
wire transfer of federal funds would avoid any such delay.
11
<PAGE> 13
The Fund may suspend the right of redemption or may delay payment during any
period the determination of net asset value is suspended. See "HOW IS NET ASSET
VALUE CALCULATED?".
SYSTEMATIC WITHDRAWAL PLAN
If you are the owner of Shares of the Fund having a total value of $10,000 or
more at the current offering price, you may elect to redeem your Shares monthly
or quarterly in amounts of $50 or more, pursuant to the Fund's Systematic
Withdrawal Plan. Please contact The Ohio Company for the necessary form.
- --------------------------------------------------------------------------------
HOW IS NET ASSET VALUE CALCULATED?
- --------------------------------------------------------------------------------
The net asset value of the Fund is determined once daily as of 4:00 P.M.,
Columbus, Ohio time, on each business day the New York Stock Exchange is open
for business and on any other day (other than a day on which no Shares of the
Fund are tendered for redemption and no order to purchase any Shares of the Fund
is received) where there is sufficient trading in the Fund's portfolio
securities that the net asset value might be materially affected by changes in
the value of the portfolio securities. The net asset value per share of the Fund
is computed by dividing the sum of the value of the Fund's portfolio securities
plus any cash and other assets (including interest and dividends accrued but not
received) minus all liabilities (including estimated accrued expenses) by the
total number of Shares then outstanding.
Portfolio securities which are traded on United States stock exchanges are
valued at the last sale price on such an exchange as of the time of valuation on
the day the securities are being valued. Securities traded in the
over-the-counter market are valued at either the mean between the bid and ask
prices or the last sale price as one or the other may be quoted by the National
Association of Securities Dealers Automated Quotations System ("NASDAQ") as of
the time of valuation on the day the securities are being valued. The Fund uses
one or more pricing services to provide such market prices. Securities and other
assets for which market quotations are not readily available are valued at fair
value as determined in good faith by or under the direction of the Board of
Directors of the Fund.
Determination of the net asset value may be suspended at times when (a) trading
on the New York Stock Exchange is restricted or such Exchange is closed for
other than customary weekend and holiday closings, (b) an emergency as
determined by the Securities and Exchange Commission exists making disposal of
portfolio securities or valuation of net assets of the Fund not reasonably
practicable, or (c) the Securities and Exchange Commission has by order
permitted such suspension.
- --------------------------------------------------------------------------------
DOES THE FUND PAY FEDERAL INCOME TAX?
- --------------------------------------------------------------------------------
The Fund intends to qualify as a "regulated investment company" under the Code
for so long as such qualification is in the best interest of the Fund's
shareholders. Qualification as a regulated investment company under the Code
requires, among other things, that the regulated investment company distribute
to its shareholders at least 90% of its investment company taxable income. The
Fund contemplates declaring as dividends 100% of the Fund's investment company
taxable income (before deduction of dividends paid).
A non-deductible 4% excise tax is imposed on regulated investment companies that
do not distribute in each calendar year (regardless of whether they otherwise
have a non-calendar taxable year) an amount equal to 98% of their ordinary
income for the calendar year plus 98% of their capital gain net income for the
one-year period ending on October 31 of such calendar year. The balance of such
income must be distributed during the next calendar year. If distributions
during a calendar year were less than the required amount, the Fund would be
subject to a nondeductible excise tax equal to 4% of the deficiency.
12
<PAGE> 14
- --------------------------------------------------------------------------------
WHAT ABOUT MY TAXES?
- --------------------------------------------------------------------------------
It is expected that the Fund will distribute annually to shareholders all or
substantially all of the Fund's net ordinary income and net realized capital
gains and that such distributed net ordinary income and distributed net realized
capital gains will be taxable income to shareholders for federal income tax
purposes, even if paid in additional Shares of the Fund and not in cash. The
dividends-received deduction for corporations will apply to the aggregate of
such ordinary income distributions in the same proportion as the aggregate
dividends eligible for the dividends received deduction, if any, received by the
Fund bear to its gross income.
Distribution by the Fund of the excess of net long-term capital gain over net
short-term capital loss is taxable to shareholders as long-term capital gain in
the year in which it is received, regardless of how long the shareholder has
held the Shares. Such distributions are not eligible for the dividends-received
deduction.
If the net asset value of a Share is reduced below the shareholder's cost of
that Share by the distribution of income or gain realized on the sale of
securities, the distribution is a return of invested principal, although taxable
as described above.
Prior to purchasing Shares, the impact of dividends or capital gains
distributions which are expected to be declared or have been declared, but have
not been paid, should be carefully considered. Any such dividends or capital
gains distributions paid shortly after a purchase of Shares prior to the record
date will have the effect of reducing the per share net asset value of the
Shares by the amount of the dividends or distributions. All or a portion of such
dividends or distributions, although in effect a return of capital, is subject
to tax.
The foregoing is intended only as a brief summary of some of the important tax
considerations generally affecting the Fund and its shareholders. Potential
investors in the Fund are urged to consult their tax advisers concerning the
application of federal, state and local taxes as such laws and regulations
affect their own tax situation.
Cardinal Management Corp. will inform shareholders at least annually of the
amount and nature of such income and capital gains.
- --------------------------------------------------------------------------------
WHO MANAGES MY INVESTMENT IN THE FUND?
- --------------------------------------------------------------------------------
Except where shareholder action is required by law, all of the authority of the
Fund is exercised under the direction of the Fund's Board of Directors, which is
empowered to elect officers and contract with and provide for the compensation
of agents, consultants and other professionals to assist and advise in the
operation of the Fund.
INVESTMENT ADVISER
The Fund has entered into an Investment Advisory Agreement with The Ohio
Company, 155 East Broad Street, Columbus, Ohio 43215, an investment banking firm
organized in 1925. The Ohio Company is a member of the New York Stock Exchange,
the Midwest Stock Exchange, other regional stock exchanges and the National
Association of Securities Dealers, Inc. Through its wholly-owned subsidiary,
Cardinal Management Corp., The Ohio Company also acts as investment adviser to
Cardinal Government Securities Trust, Cardinal Tax Exempt Money Trust, Cardinal
Government Obligations Fund, Cardinal Balanced Fund and Cardinal Aggressive
Growth Fund. Descendants of H.P. and R.F. Wolfe, deceased, and members of their
families, through their possession of a majority of a voting stock, may be
considered controlling persons of The Ohio Company.
In its capacity as investment adviser, and subject to the ultimate authority of
the Fund's Board of Directors, The Ohio Company is responsible for the overall
management of the Fund's business affairs. Since 1989,
13
<PAGE> 15
John L. Schlater has been primarily responsible for the day-to-day management of
the Fund's portfolio. Mr. Schlater has been a portfolio manager with and an
officer of The Ohio Company since 1986.
For the Fund's fiscal year ended September 30, 1994, The Ohio Company received
compensation for its services provided under the Investment Advisory Agreement
of .5% of average net daily assets of the Fund during such year. The Ohio
Company may, however, periodically waive all or a portion of its advisory fee
with respect to the Fund to increase the net income available for distribution
as dividends. The waiver of such fee will cause the yield of the Fund to be
higher than it would otherwise be in the absence of such a waiver.
TRANSFER AGENT
The Fund has entered into an Administration Agreement with Cardinal Management
Corp., 215 East Capital Street, Columbus, Ohio 43215, pursuant to which Cardinal
Management Corp. has agreed to act as the Fund's transfer agent, dividend
disbursing agent and administrator of plans of the Fund. In consideration of
such services, the Fund has agreed to pay Cardinal Management Corp. an annual
fee, paid monthly, equal to $18 per shareholder account plus out-of-pocket
expenses.
DISTRIBUTOR
The Fund has entered into a Distributor's Contract with The Ohio Company, 155
East Broad Street, Columbus, Ohio 43215, pursuant to which Shares of the Fund
continuously will be offered on a best efforts basis by The Ohio Company and
dealers selected by The Ohio Company. Walter R. Chambers is an officer and
director of both the Fund and The Ohio Company. Frank W. Siegel and John L.
Schlater are each an officer and director of the Fund and an officer of The Ohio
Company. James M. Schrack II is an officer of both the Fund and The Ohio
Company.
CUSTODIAN
The Fund has appointed The Fifth Third Bank ("Fifth Third") 38 Fountain Square
Plaza, Cincinnati, Ohio 45263, as the Fund's custodian. In such capacity, Fifth
Third will hold or arrange for the holding of all portfolio securities and other
assets acquired and owned by the Fund.
- --------------------------------------------------------------------------------
WHAT OTHER SHAREHOLDER PROGRAMS ARE PROVIDED?
- --------------------------------------------------------------------------------
ACH PROCESSING
The Fund now offers ACH privileges. Investors may use ACH processing to make
subsequent purchases, redeem Shares and/or electronically transfer distributions
paid on Fund Shares, in addition to the other methods described in this
Prospectus. ACH provides a method by which funds may be automatically
transferred to or from an authorized bank account at a Federal Reserve member
bank that is an ACH member. Please contact your representative if you are
interested in ACH processing.
EXCHANGE PRIVILEGE
Shareholders of the Fund may, provided the amount to be exchanged meets the
applicable minimum investment requirements and the exchange is made in states
where it is legally authorized, exchange Shares of the Fund for shares of:
Cardinal Aggressive Growth Fund,
an equity fund seeking appreciation
of capital (upon the payment of the
applicable sales charge);
14
<PAGE> 16
Cardinal Balanced Fund,
a fund seeking current income
and long-term growth of both capital and
income (upon the payment of the
applicable sales charge);
Cardinal Government Obligations Fund,
a fund investing in securities issued
or guaranteed by the U.S. Government
or its agencies or instrumentalities
(upon the payment of the appropriate sales charge);
Cardinal Government Securities Trust,
a U.S. Government securities money market fund
(without payment of any sales charge); or
Cardinal Tax Exempt Money Trust,
a tax-free money market fund
(without payment of any sales charge).
Notwithstanding the foregoing and subject to the limitations contained in the
following paragraph, (i) exchanges by Qualifying Plans, for whom The Ohio
Company serves as either a trustee or an investment adviser, of Fund Shares for
shares of a Cardinal Load Fund may be completed without the payment of a sales
charge, and (ii) exchanges of Fund Shares by all other shareholders for shares
of a Cardinal Load Fund may be completed upon the payment of a sales charge
equal to the difference, if any, between the sales charge payable upon purchase
of shares of such Cardinal Load Fund and the sales charge previously paid on the
Fund Shares to be exchanged.
The foregoing exchange privilege may be exercised only once in each calendar
quarter and must be made by written or telephonic authorization. A shareholder
should notify The Ohio Company of his desire to make an exchange, and The Ohio
Company will furnish, as necessary, a prospectus and an application form to open
the account. Cardinal Management Corp., as transfer agent, will require that any
written authorization of an exchange include a signature guarantee as described
above under "HOW MAY I REDEEM MY SHARES? -- Redemption by mail." However, a
signature guarantee will not be required if the exchange is requested to be made
within the same account or into an existing account of the shareholder held in
the same name or names and in the same capacity as the account from which the
exchange is to be made. Shareholders may also authorize an exchange of shares of
the Fund by telephone. Neither the Fund nor any of its service providers will be
liable for any loss, damages, expense or cost arising out of any telephone
exchange authorization to the extent and subject to the requirements set forth
under "HOW MAY I REDEEM MY SHARES? -- Redemption by telephone" above.
For tax purposes, an exchange is treated as a redemption and a new purchase.
However, a shareholder may not include any sales charge on Shares of the Fund
for purposes of calculating the gain or loss realized upon an exchange of those
securities within 90 days of their purchase.
The Fund may at any time modify or terminate the foregoing exchange privilege.
The Fund, however, will give shareholders of the Fund 60 days' advance written
notice of any such modification or termination.
- --------------------------------------------------------------------------------
WHAT ARE MY RIGHTS AS A SHAREHOLDER?
- --------------------------------------------------------------------------------
The Fund has authorized 30,000,000 shares of Common Stock, without par value,
and all of a single class. Holders of Shares are entitled to one vote or
fraction thereof for each Share or fraction held. As provided by Ohio law, a
shareholder is entitled at any election of directors to cumulate his votes,
which means that a shareholder may give one director a total number of votes
equal to the number of Shares owned times the number of directors to be elected,
or distribute his votes on the same principle among two or more
15
<PAGE> 17
directors. All Shares, when issued, are fully paid and nonassessable and have no
preemptive rights. Each outstanding Share or fraction thereof is entitled to
participate on a pro rata basis in dividends, distributions and net assets upon
liquidation. The Fund's Shares carry redemption rights as described under the
caption "HOW MAY I REDEEM MY SHARES?".
Unless a shareholder expressly requests otherwise, dividends and capital gain
distributions will be reinvested in Shares of the Fund and not paid in cash.
- --------------------------------------------------------------------------------
WHO PROVIDES SHAREHOLDER REPORTS?
- --------------------------------------------------------------------------------
The Fund will provide shareholders monthly a summary statement describing any
purchases and sales of Shares of the Fund and dividend and capital gain
distributions.
Holders of Shares should direct all inquiries concerning such matters to
Cardinal Management Corp., 155 East Broad Street, Columbus, Ohio 43215.
16
<PAGE> 18
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<PAGE> 19
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 20
Investment Adviser and Distributor
The Ohio Company
155 East Broad Street
Columbus, Ohio 43215
Transfer Agent and Dividend Paying
Agent
Cardinal Management Corp.
215 East Capital Street
Columbus, Ohio 43215
Custodian
The Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Legal Counsel
Baker & Hostetler
65 East State Street
Columbus, Ohio 43215
Independent Auditors
KPMG Peat Marwick LLP
Two Nationwide Plaza
Columbus, Ohio 43215
<PAGE> 21
<TABLE>
TABLE OF CONTENTS
<CAPTION>
PAGE
------
<S> <C>
KEY FEATURES................................ 2
PROSPECTUS HIGHLIGHTS....................... 3
FEE TABLE................................... 4
FINANCIAL HIGHLIGHTS........................ 5
WHAT IS THE FUND?........................... 6
WHAT ARE THE INVESTMENT OBJECTIVE
AND POLICIES OF THE FUND?................. 6
HOW DO I PURCHASE SHARES OF THE FUND?....... 7
MAY MY TAX SHELTERED RETIREMENT PLAN INVEST
IN THE FUND?.............................. 9
HOW MAY I QUALIFY FOR QUANTITY DISCOUNTS?... 9
ARE THERE ANY SPECIAL PURCHASE PROGRAMS FOR
CERTAIN RETIREMENT PLANS?................. 10
WHAT DISTRIBUTIONS WILL I RECEIVE?.......... 10
HOW MAY I REDEEM MY SHARES?................. 11
HOW IS NET ASSET VALUE CALCULATED?.......... 12
DOES THE FUND PAY FEDERAL INCOME TAX?....... 12
WHAT ABOUT MY TAXES?........................ 13
WHO MANAGES MY INVESTMENT IN THE FUND?...... 13
WHAT OTHER SHAREHOLDER PROGRAMS ARE
PROVIDED?................................. 14
WHAT ARE MY RIGHTS AS A
SHAREHOLDER?.............................. 15
WHO PROVIDES SHAREHOLDER REPORTS?........... 16
</TABLE>
------------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, IN
CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE FUND, THE ADVISER, OR THE DISTRIBUTOR. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER BY THE FUND OR BY THE DISTRIBUTOR TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL FOR THE FUND TO MAKE SUCH AN
OFFER IN SUCH JURISDICTION.
----------------------
PROSPECTUS
----------------------
February 1, 1995
THE OHIO COMPANY
THE
CARDINAL
FUND INC.
[LOGO]
