Registration No. 2-61528
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 21
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and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 20
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Bascom Hill Investors, Inc.
----------------------------------
(Exact Name of Registrant as Specified in Charter)
6411 Mineral Point Rd. Madison, WI 53705
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (608) 273-2020
---------------
Frank E. Burgess, 6411 Mineral Point Rd. Madison, WI 53705
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(Name and Address of Agent or Service)
Copy to : John Rashke, Esq.
Ross & Stevens, S.C.
8000 Excelsior Drive Suite 401
Madison, Wisconsin 53717-1914
It is proposed that this filing will become effective
x on February 28, 1996 pursuant to paragraph (b) of Rule 485.
- - - ---
BASCOM HILL INVESTORS, INC.
PROSPECTUS
February 28, 1996
Bascom Hill Investors, Inc. is a diversified open-end investment company
seeking capital growth with income an important but secondary consideration. To
achieve its objective, the Fund will invest primarily in common stocks having
potential for growth.
Investors may obtain a Statement of Additional Information, without charge,
from the Fund's main office as listed below. The Statement of Additional
Information contains further detailed information about the Fund and is dated
February 28, 1996.
Investors should read this Prospectus and retain it 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.
- - - --------------------------------------------------------------------------------
A NO-LOAD FUND
No Sales Charge - No Redemption Charge
Minimum Initial Investment - $1000
Minimum Subsequent Investment - $100
BASCOM HILL INVESTORS, INC.
6411 MINERAL POINT ROAD
MADISON, WISCONSIN 53705
608/273-2020
800/767-0300
PROSPECTUS
TABLE OF CONTENTS
Page
----
Financial
Highlights...................................................................2
General Information About the.Fund...........................................3
Expense Table................................................................3
Historical Investment Return.................................................4
General Description..........................................................5
Management of the Fund.......................................................5
Description of Common.Stock..................................................6
Income Dividends, Capital Gain Distributions,and Taxes.......................6
Reinvestment Plan for Distributions..........................................6
Shareholder Inquiries & Reports..............................................6
Purchase Information.........................................................6
Redemption of Shares.........................................................7
Individual Retirement Account................................................7
<TABLE>
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout the year)
The following Financial Highlights of Bascom Hill Investors, Inc. have been
audited by Williams, Young & Associates, LLC, independent public accountants.
The Independent Auditor's Report and additional information about the
performance of the Fund is contained in the Annual Report to shareholders which
may be obtained without charge.
<CAPTION>
Year Ended December 31,
------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986*
<S>
NET ASSET VALUE:
Beginning of year
$ 15.84 16.73 18.15 16.66 12.90 15.62 14.92 13.84 15.11 18.13
<CAPTION>
INCOME FROM INVESTMENT OPERATIONS:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net investment income
$ .42 .39 .19 .22 .36 .51 .77 .66 .69 .41
Net realized and unrealized gains or (losses) on securities
3.45 .26 .34 1.59 3.76 (2.71) 1.62 1.08 (.44) 2.22
----- ----- ---- ---- ---- ----- ---- ---- ----- ----
Total from investment operations
$ 3.87 .65 .53 1.81 4.12 (2.20) 2.39 1.74 .25 2.63
<CAPTION>
LESS DISTRIBUTIONS:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dividends from net income
$ (.42) (.39) (.19) (.22) (.36) (.52) (.78) (.66) (.99) (.43)
Capital gains distributions
(1.26) (1.15) (1.76) (.10) -- -- (.91) -- (.53) (5.22)
------ ------ ------ ----- ----- ----- ------
<CAPTION>
NET ASSET VALUE:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
End of year $ 18.03 15.84 16.73 18.15 16.66 12.90 15.62 14.92 13.84 15.11
TOTAL RETURN: % 24.63 4.09 3.16 10.98 32.05(14.25)16.25 12.76 1.11 16.30
<CAPTION>
RATIOS:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Operating expenses to average net assets
% 1.17 1.20 1.20 1.22 1.22 1.27 1.16 1.16 1.15 1.09
Net income to average net assets
% 2.44 2.28 1.00 1.33 2.28 3.78 4.73 4.48 4.60 3.75
Portfolio turnover rate
% 57.62 54.49 80.41 68.83 70.90 84.40 69.60 51.23 35.00 74.63
<FN>
Average Commission Rate .0819
</TABLE>
GENERAL INFORMATION ABOUT THE FUND
WHAT IS THE FUND?
Bascom Hill Investors, Inc. (the `Fund'') is a no-load diversified open-end
investment company, commonly called a mutual fund. It is a `no-load'' fund
because it charges no sales commission upon purchase of its shares. As an open-
end company, the Fund continuously offers its shares to investors and stands
ready to redeem shares at the current net asset value per share. The Fund is
managed by Madison Investment Advisors, Inc., of Madison, Wisconsin.
WHAT IS THE FUND'S INVESTMENT OBJECTIVE?
The primary investment objective of the Fund is capital growth with current
income an important but secondary consideration. The Fund seeks to achieve its
objective by investing primarily in common stocks and, to a lesser extent, in
bonds and money market instruments. The Fund is suitable for investors who can
assume investment risks in search of long-term appreciation. The Fund is not
designed for investors seeking short-term profits. The historical investment
return achieved by the Fund is reviewed on page 4 of this Prospectus. The Fund
can not guarantee that these investment returns will continue.
WHAT IS THE FUND'S INVESTMENT PHILOSOPHY?
The Fund's management believes that capital growth can best be achieved
through flexibility of investment strategies. Although the careful selection of
common stocks is the primary factor affecting the investment return of the Fund,
the percentage of the Fund's assets which may be invested at any particular time
in common stocks will depend on management's judgment regarding the risks in the
general stock market. If management believes that market risks are high and
common stock prices in general are vulnerable to decline, the Fund may move for
defensive purposes substantially into short-term investments such as U.S.
Treasury Bills, commercial paper, certificates of deposit, repurchase
agreements, or other money market instruments. It is the opinion of the Fund and
its managers that the Fund's willingness to hold substantial cash reserves
during periods of market vulnerability is the single most important factor in
comparing the Fund's investment philosophy and strategies with those of other
equity mutual funds.
<TABLE>
EXPENSE TABLE
The Purpose of this table is to assist investors in understanding the various
costs and expenses
that a shareholder of the Fund will bear directly or indirectly.
<CAPTION>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load imposed on Purchases
(as a percentage of offering price) 0 %
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) N/A
Exchange Fee N/A
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
<S> <C>
Management Fees .80%
Other Expenses .37%
------
Total Fund Operating Expenses 1.17%
<S> <C> <C> <C> <C>
EXAMPLE 1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
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:
(The Fund does not charge a redemption fee) $ 11.92 $ 37.16 $ 64.37 $ 142.04
<FN>
This example should not be considered a representation of past or future
expenses.
Actual expenses may be greater or lesser than those shown.
</TABLE>
<TABLE>
HISTORICAL INVESTMENT RETURN
Table I shows the increase in value of $1,000 invested on November 1, 1978,
assuming all dividend and capital gains distributions have been reinvested. If
distributions had been taken in cash, the original shares would have increased
in value to $1,803, with a total of $2,545 in cash distributions since 1978. No
adjustment has been made for the effect of income taxes.
<CAPTION>
TABLE I: TOTAL RETURN OVER LIFETIME OF FUND
<S> <C> <C> <C> <C> <C>
Value of Value of Value of
Initial Reinvst. Reinvst.
Year $1,000 Capital Income Total Annual %
Ended Gain
December Invstmt. Distrib. Divids. Value Change
31
1978* $1,036 -- -- $1,036 + 3.6%*
1979 $1,183 -- $ 51 $1,234 +19.1%
1980 $1,443 -- $ 76 $1,519 +23.1%
1981 $1,514 $ 78 $137 $1,729 +13.8%
1982 $2,026 $ 119 $161 $2,306 +33.4%
1983 $2,418 $ 70 $227 $2,715 +17.7%
1984 $2,446 $ 125 $128 $2,699 - 0.6%
1985 $3,208 $ 184 $159 $3,551 +31.5%
1986 $2,959 $1,041 $130 $4,130 +16.3%
1987 $3,783 -- $394 $4,177 + 1.1%
1988 $4,503 -- $207 $4,710 +12.8%
1989 $4,929 $ 293 $242 $5,464 +16.0%
1990 $4,513 -- $173 $4,686 -14.3%
1991 $6,052 -- $136 $6,188 +32.1%
1992 $6,742 -- $125 $6,867 +11.0%
1993 $6,330 $ 523 $215 $7,068 + 3.2%
1994 $6,692 $ 357 $295 $7,344 + 4.1%
1995 $8,359 $ 371 $423 $9,153 +24.6%
<FN>
*The fund began operations on November 1, 1978.
</TABLE>
Table II reviews the average annual and total return of the Fund, for the
seventeen-year, two month history. The Fund's total return assumes the
reinvestment of all income dividends and capital gain distributions.
The Value Line Composite Index, and the New York Stock Exchange Composite
Index, are widely recognized indices comprised of unmanaged groups of common
stocks. For each index the figure does not include income. The Shearson-Lehman
Brothers Government/Corporate Bond Index is an extremely large universe of
government and corporate bonds. The Consumer Price Index measures the change
over time of the urban consumer's purchasing power.
<TABLE>
TABLE II: AVERAGE ANNUAL AND TOTAL RETURN
<CAPTION>
<S> <C> <C>
Average Annual Total
Increase Return
-------- ------
BASCOM HILL INVESTORS, INC. +13.8% +815%
New York Stock Exchange Index +11.0% +555%
Shearson Lehman Bros. Govt/Corp. +10.1% +468%
Bond Index
Value Line Composite Index + 7.2% +250%
Consumer Price Index + 4.7% +129%
</TABLE>
GENERAL DESCRIPTION
Bascom Hill Investors, Inc., (the ``Fund'') is a diversified, open-end
management company. It is a no-load fund which means it does not charge sales
commissions. As an open-end fund, it will acquire shares of the Fund held by the
investor upon request and pay the investor the current net asset value of the
shares. The Fund was incorporated in the State of Wisconsin on March 10, 1978.
The primary objective of the Fund is to achieve long-term growth of capital
through selection of common stocks of American business and industry. Production
of current income is an important but secondary objective. These objectives are
matters of fundamental policy of the Fund and cannot be changed without the
approval of the holders of a majority of its outstanding shares.
Although the careful selection of common stocks is the primary factor
affecting the investment return of the Fund, the percentage of the Fund's assets
which may be invested at any particular time in common stocks will depend on
management's judgment regarding the risks in the general stock market. If
management believes that market risks are high and common stock prices in
general are vulnerable to decline, the Fund may move assets out of common stocks
and into fixed income securities such as U.S. Treasury notes and bonds, U.S.
Agency notes, and short-term fixed income securities such as U.S. Treasury
Bills, highly rated commercial paper, certificates of deposit, and repurchase
agreements. Not more than 5% of the total net assets will be invested in the
securities of any one issuer (not including U.S. Government securities). Also,
not more than 25% of the Fund's total net assets will be concentrated in any one
industry or group of related industries.
Based on management's perception of the investment environment, it is the
Fund's policy to remain flexible in its asset allocation between equities and
fixed income securities, subject to the restrictions listed above.
The purpose of the Fund is to make available to investors an investment
program under continuous supervision of experienced investment management. By
purchasing shares of the Fund, investors obtain in a single investment an
interest in a diversified investment portfolio drawn from a cross section of
American industries. It should be recognized that such diversification does not
eliminate the risk involved in all securities investments. The Fund is suitable
for investors who can assume investment risks in search of above average long-
term appreciation. The Fund is not designed for investors seeking short-term
profits. Through ownership of shares of the Fund, as contrasted with ownership
of a number of individual securities, investors are relieved of many details in
the management of their investments while their bookkeeping and income tax
records are greatly simplified. Ownership of shares in the Fund does not
constitute a complete financial program.
The value of the Fund's shares will fluctuate because the value of the
securities in which it invests fluctuates. The Fund may purchase common stock of
small and medium size companies, the value of which may fluctuate more than the
general stock market. To a greater extent, however, the Fund will select common
stocks of larger, proven companies. During 1995, the Fund's portfolio turnover
rate was 57.6%.
MANAGEMENT OF THE FUND
Under an investment advisory agreement with the Fund, Madison Investment
Advisors, Inc., 6411 Mineral Point Road, Madison, Wisconsin, furnishes
continuous investment service and management to the Fund. Madison Investment
Advisors, Inc., a licensed investment advisory firm for over 22 years, provides
professional portfolio management services to a number of other clients besides
the Fund and has approximately $2.2 billion under management. The Advisor
manages Bascom Hill BALANCED Fund, Inc., another investment company with total
assets of $10.9 million on December 31, 1995 and Madison Bond Fund, Inc. with
total net assets of $5.8 million on December 31, 1995. Subject to the authority
of the Board of Directors, Madison Investment Advisors, Inc. is responsible for
the overall management of the Fund's business affairs besides primary
responsibility for the investment decisions affecting the Fund's portfolio. All
investment decisions for the Fund are made by the Investment Policy Committee.
The Advisor receives an annual fee, paid quarterly, of .80 of 1% of the first
$50,000,000 average daily net assets, and .75 of 1% on the average daily net
assets above $50,000,000. Advisory fees for the year ended December 31, 1995
were $89,505. Total expenses paid by the Fund, including the Advisor fee, for
the year ended December 31, 1995 were 1.2% of the average net assets.
The Fund's transfer agent and dividend disbursing agent is Firstar Trust
Company, P.O. Box 701, Milwaukee, Wisconsin 53201-0701. Firstar Trust Company
also acts as the custodian of all cash and securities of the Fund.
DESCRIPTION OF COMMON STOCK
The Fund has an authorized capital of 1,000,000 shares of common stock, $1.00
par value. All shares are of the same class with equal rights and privileges.
Each share is entitled to one vote and participates equally in dividends and
distributions declared by the Fund, and on liquidation, in its net assets
remaining after satisfaction of outstanding liabilities. Fractional shares enjoy
the same rights as do full shares except no voting rights.
INCOME DIVIDENDS, CAPITAL GAIN
DISTRIBUTIONS, AND TAXES
The Fund distributes to its shareholders substantially all of its net income
and realized capital gain. As a result, the Fund does not pay income tax. It is
the Fund's intention to continue this practice. The income dividends are
generally paid twice a year in July and December, while the long-term capital
gains distribution, if any, is paid in December.
Capital gain distributions will be taxable to shareholders as long-term gains,
regardless of the length of time shares of the Fund have been held. Currently,
the maximum long-term capital gains tax rate is 28%.
The federal tax treatment of the income dividends or capital gain
distributions will be the same whether made in cash or reinvested in additional
shares of the Fund.
REINVESTMENT PLAN FOR DISTRIBUTIONS
Shareholders may elect to receive either or both the income dividends and
capital gain distributions in cash. The election to receive cash is made on the
shareholder application form. If the election to receive cash is not made, all
income dividends and capital gain distributions will be reinvested in additional
shares of the Fund. Shareholders may change their participation in the
reinvestment plan by notifying the Fund in writing. Written notification of a
change must be received prior to the record date of a distribution to be
effective for that distribution.
SHAREHOLDER INQUIRIES & REPORTS
Shareholders who wish information concerning the Fund's investments and daily
net asset value per share may contact Bascom Hill Investors, Inc., 6411 Mineral
Point Road, Madison, Wisconsin 53705, or phone (608) 273-2020 or (800) 767-0300.
Share applications, redemption letters, inquiries, or notifications
concerning a shareholder's account should be directed to the Fund's transfer
agent at Bascom Hill Investors, Inc., c/o Firstar Trust Company, P.O. Box 701,
Milwaukee, Wisconsin 53201-0701, or phone (414) 765-4124.
Shareholders receive quarterly reports on the Fund. These reports usually
contain information on the Fund's net assets along with management's discussion
of the current investment outlook and strategy. Shareholders are notified of any
dividend and capital gain distributions as well as yearly tax information
regarding their distributions. The annual shareholder meeting normally will be
held in April or May.
PURCHASE INFORMATION
As set by the Board of Directors, the minimum initial purchase in the Fund is
$1,000 and any subsequent purchases must be a minimum of $100 except through
dividend or capital gain reinvestment. Applications will not be accepted unless
accompanied by payment. Applications for purchase of shares are sent to Bascom
Hill Investors, Inc., c/o Firstar Trust Company, P.O. Box 701, Milwaukee,
Wisconsin 53201-0701. Applications for purchase received at the Firstar Trust
prior to the close of trading on the New York Stock Exchange (usually 4:00 p.m.
New York time) will be based on the net asset value price per share as of the
end of that day. Portfolio securities are valued at the last sales price on the
national securities exchange on which the securities are primarily traded, at
prices determined immediately following the close of the New York Stock
Exchange. As the Fund is a no-load fund there are no charges for purchases or
redemptions in the Fund.
REDEMPTION OF SHARES
At any time, a shareholder may require the Fund to redeem his/her shares in
whole or in part. If stock certificates have not been issued, shares may be
redeemed by mailing a signed written request for redemption addressed to Bascom
Hill Investors, Inc., c/o Firstar Trust Company, P.O. Box 701, Milwaukee,
Wisconsin 53201-0701. The written request must be signed exactly as the account
is registered. Incomplete redemption requests will not be processed until
complete information is available. When shares are represented by certificates,
the certificates must be returned properly endorsed or accompanied by an
instrument of transfer, and, in either case, signatures on the certificates must
be guaranteed by a bank, a savings and loan, or a member firm of the New York
Stock Exchange. The redemption price is the net asset value next computed after
the time of receipt by the Firstar Trust Company of the certificates and/or
written request. Payment for shares redeemed will be made within seven days
after redemption and redemption will be paid in cash only. There is no
redemption charge.
INDIVIDUAL RETIREMENT ACCOUNT
An Individual Retirement Account (IRA) is a savings plan for retirement. Money
invested through an IRA compounds on a tax-free basis until it is distributed to
the investor, usually upon retirement. Contributions to an IRA are invested in
shares of the Fund with all dividend and capital gain distributions
automatically reinvested.
Individuals have until April 15, 1996, or until they file their 1995 income
tax forms to fund their IRA for 1995. Although the contribution may no longer be
deductible the income earned will accumulate tax-free.
Currently, individuals who are not `active participants'' in employer-
maintained retirement plans may still deduct their IRA contribution which is
limited to the lesser of $2,000 or 100% of their earned compensation. Spousal
IRAs may be deducted up to $2,250 for taxpayers who have non-working spouses.
Individuals who are `active participants'' in an employer sponsored pension
or profit-sharing plan are limited in the deductibility of their IRA
contribution depending on their level of income. Individual taxpayers with
adjustable gross income of $25,000 or less and married taxpayers filing jointly,
with an adjustable gross income of $40,000 or less may continue to deduct their
IRA contributions. However, the deductible amount of the IRA contribution is
reduced pro-rata and phased out completely when individuals have adjusted gross
income greater than $35,000 and when married persons filing jointly claim
adjusted gross income greater than $50,000.
Nondeductible contributions of up to $2,000 or $2,250 for spousal IRAs may
still be made. The income on the IRA account remains nontaxable to the taxpayer
until it is distributed, usually upon retirement.
The Fund accepts rollover IRA accounts from qualified retirement plans.
Purchases and redemptions of shares of the Fund in IRA accounts are treated as
any other account. (See `PURCHASE INFORMATION'' and ``REDEMPTION OF SHARES'')
The initial contribution must be $1,000 or more. Subsequent payments may be as
little as $100.
Firstar Trust Company will serve as Custodian. The Custodian will redeem from
each account, regardless of size, a $12.50 annual maintenance fee. Please refer
to the IRA Disclosure Brochure for a detailed listing of other fees.
The Individual Retirement Custodial Account Agreement, and the Individual
Retirement Account Disclosure Brochure are available by contacting the Fund.
This information should be read carefully and consultation with an attorney or
tax advisor may be advisable.
No person has been authorized to give any information or to make any
representations not contained in the Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Fund or the Distributor. This Prospectus does not constitute an offering
by the Fund or by the distributor in any jurisdiction in which such offering may
not lawfully be made.
- - - --------------------------------------------------------------------------------
BASCOM HILL
INVESTORS, INC.
PROSPECTUS
INVESTMENT ADVISOR
MADISON INVESTMENT ADVISORS, INC.
6411 MINERAL POINT ROAD
MADISON, WISCONSIN 53705
(608)273-2020
(800)767-0300
CUSTODIAN, TRANSFER AGENT
AND DISBURSING AGENT
FIRSTAR TRUST COMPANY
P.O. BOX 701
MILWAUKEE, WISCONSIN 53201-0701
(414)765-4124
COUNSEL
ROSS & STEVENS, S.C.
8000 EXCELSIOR DRIVE
MADISON, WISCONSIN 53717-1914
(608)831-2100
AUDITORS
WILLIAMS, YOUNG & ASSOCIATES
P.O. BOX 8700
MADISON, WISCONSIN 53708
(608)274-1980
BASCOM HILL INVESTORS, INC.
6411 Mineral Point Road
Madison, Wisconsin 53705
(608) 273-2020
(800) 767-0300
STATEMENT OF ADDITIONAL INFORMATION
February 28, 1996
Investors should read the Prospectus, dated February 28, 1996 in conjunction
with the Statement of Additional Information. Investors may obtain a
Prospectus, without charge, from the Fund's office as listed above.
GENERAL INFORMATION AND HISTORY
-------------------------------
Bascom Hill Investors, Inc., (the "Fund") was incorporated in Madison,
Wisconsin as an investment company and began operations on November 1, 1978. The
Fund has not engaged in any other business during the past five years. Since its
inception in 1978, the Fund has been managed by Madison Investment Advisors,
Inc., Madison, Wisconsin.
The Fund was designed to provide investors with a diversified, professionally
managed portfolio. For as little as $1,000, investors may purchase shares of
the Fund, which invests the shareholders' pooled monies in securities. The
Fund's objective is to provide a growth component to an investor's holdings; it
is not intended to be an entire investment program. As detailed in the
Prospectus, the Fund has provided a total return of 815% over the lifetime of
the Fund, assuming all income dividends and capital gain distributions have been
reinvested.
INVESTMENT OBJECTIVES AND POLICIES
----------------------------------
As highlighted in the Prospectus, the primary objective of the Fund is to
achieve long-term growth with current income an important but secondary
objective. These objectives are matters of fundamental policy and cannot be
changed without the approval of a majority of shareholders.
The Fund's management believes that capital growth and production of income
can best be achieved through flexibility of investment strategies. Although the
careful selection of common stocks and bonds is a primary factor affecting the
investment return of the Fund, the percentage of the Fund's assets which may be
invested at any particular time in common stocks or bonds will depend upon
management's judgment regarding the risks present in the stock and fixed income
markets. When management believes the market risks are high and common stock
prices may decline, the Fund may move substantial assets out of stocks and into
fixed income investments. The Fund may hold fixed income securities such as
U.S. Treasury Bills, U.S. Treasury Notes, and U.S. Treasury Bonds, which are
backed by the full faith and credit of the U.S. Government. The Fund may hold
U.S. Agency notes such as Federal Farm Credit or Federal Home Loan Bank, etc.,
as well as highly rated corporate commercial paper (rated P-1 by Moody's
Investor Services, Inc. or A-1 by Standard and Poor's Corporation).
The Fund may hold repurchase agreements which are fully collateralized by a
U.S. Government security. Repurchase agreements may be entered into with a
member bank of the Federal Reserve System or primary dealer in U.S. Government
securities under which the bank or dealer agrees to repurchase the security from
the Fund at a mutually agreed upon time and price, thereby determining the yield
during the term of the agreement. This results in a fixed rate of return
insulated from market fluctuations during such periods. While the underlying
obligation is a U.S. Government security, the obligation of the seller to
repurchase the security is not guaranteed by the U.S. Government and there is
the risk that the seller may fail to repurchase the security. Such agreements
usually cover short periods, such as under one week. In general, the Fund will
usually purchase overnight repurchase agreements which mature the following day.
The Fund may require the seller to provide additional collateral if the market
value of the securities falls below the repurchase price at any time during the
term of the repurchase agreement. In the event of default by the seller under a
repurchase agreement, the underlying securities are not owned by the Fund but
only constitute collateral for the seller's obligation to pay the repurchase
price. Therefore, the Fund may suffer time delays and incur costs or losses in
connection with the disposition of the collateral.
INVESTMENT RESTRICTIONS
-----------------------
The Fund has adopted the following restrictions which are matters of
fundamental policy and cannot be changed without the approval of the holders of
the majority of its outstanding shares:
1. The Fund will not purchase securities on margin, participate in a joint
trading account, sell securities short, or act as an underwriter or distributor
of securities other than its own capital stock.
2. The Fund will not purchase or sell real estate or interest in real estate,
commodities or commodity futures.
3. The Fund may make temporary bank borrowings (not in excess of 5% of the
lower of cost or market value of the Fund's total assets) for emergency or
extraordinary purposes, and not for the purchase of investment securities.
4. The Fund may not pledge, mortgage or hypothecate its assets, except for
temporary or emergency purposes and then to an extent not greater than 10% of
its assets at current value.
5. Securities of other investment companies will not be purchased.
6. Investments will not be made for the purpose of exercising control or
management of any company. The Fund will not purchase securities of any issuer
if, as a result of such purchase, the Fund would hold more than 10% of the
voting securities of such issuer or more than 10% of all or any class of
securities of such issuer.
7. Not more than 5% of the total net assets will be invested in the
securities of any one issuer (not including United States Government
securities.)
8. Not more than 25% of the Fund's total net assets will be concentrated in
companies of any one industry or group of related industries.
9. The Fund will not acquire or retain any security issued by a company, an
officer or director of which is an officer or director of the Fund or officer,
director, shareholder or interested person of its investment advisor.
10. The Fund will not acquire or retain any security issued by a company if
one or more directors, shareholders or affiliated persons of its investment
advisor beneficially own more than one-half of one percent (0.5%) of such
company's securities, and all of the foregoing persons owning more than one-half
of one percent (0.5%) together own more than 5% of such security.
11. The Fund will not purchase securities of companies which, together with
predecessors, have a record of less than three years continuous operation.
12. The Fund will not invest in puts, calls, straddles, spreads or any
combination thereof.
13. The Fund will not invest in oil, gas or other mineral leases, exploration
or development programs, provided, however, this shall not prohibit the Fund
from purchasing publicly traded securities or companies engaging in whole or in
part in such activities.
14. The Fund will not purchase securities from or sell securities to any of
its officers or directors, except with respect to its own shares.
15. The Fund will not invest in restricted securities.
16. The Fund will not make loans to any person (except that the Fund may, in
fulfillment of its policies and objectives, purchase a portion of an issue of
publicly distributed bonds, debentures or other debt securities including
commercial paper, bank certificates of deposit, repurchase agreements or U.S.
Treasury securities.)
17. The Fund will not purchase or issue any warrants.
18. All percentage limitations apply to the market value on the date of
investment by the Fund.
19. Not more than 10% of total net assets will be invested in repurchase
agreements with maturities of greater than seven days or in other illiquid
securities.
Securities are not purchased with a view to rapid turnover, although it is
expected short-term capital gains may be realized from time to time from the
sale of assets held less than one year. Securities are purchased which are
believed to have potential for capital appreciation. Securities will be sold if
the Fund's management believes that such potential has been reached, is no
longer feasible, or if the risk of a decline in the market price is too great.
The Fund's portfolio turnover rates were 58% and 54% respectively, for the
fiscal years ended December 31, 1995 and December 31, 1994. The portfolio
turnover rate is calculated by dividing the lesser of purchases or sales of
portfolio securities for the fiscal year by the monthly average of the value of
the portfolio securities owned by the Fund during the fiscal year. For the
purposes of determining such portfolio turnover, securities whose maturity at
the time of acquisition is one year or less are excluded.
PRINCIPAL SHAREHOLDERS
As of January 31, 1996, all officers and directors of the Fund, as a group,
beneficially owned approximately 6.9% of the then outstanding shares.
<TABLE>
MANAGEMENT OF THE FUND
The overall operations of the Fund are conducted by the officers, under the
control and direction of its Board of Directors. The following table sets forth
the pertinent information about the Fund's officers and directors.
<CAPTION>
<S> <C> <C>
Position(s) held Principal occupations
Name and Address with the fund during the past 5 years
---------------- --------------- -----------------------
Chris Berberet Treasurer VicePresident of Madison
Investment
6411 Mineral Point Advisors, Inc. Prior to joining
Advisor,
Madison, WI 53705 he was associated with ELCA Board
of Pensions in Minneapolis MN.
Frank E. Burgess* President President and Director
6411 Mineral Point Director of Madison Investment
Madison, WI 53705 Advisors, Inc., the Advisor
to the Fund. Prior to forming
the Advisor in 1973 he was
Assistant Vice President
& Trust Officer of M&I Bank
of Madison, Wisconsin. He
is a member of the State
Bar of Wisconsin and Dane
County Bar Association.
Katherine L. Frank Vice President, Vice President of Madison
6411 Mineral Point Secretary Investment Advisors, Inc.
Madison, WI 53705 since 1986.
Jay R. Sekelsky Vice President Vice President of Madison
6411 Mineral Point Investment Advisors, Inc.
Madison, WI 53705 since 1990.
Jaci Stoppleworth Assistant Secretary Controller of Madison Investment
6411 Mineral Point Advisors, Inc. With Advisor since
Madison, WI 53705 1988.
James R. Imhoff Jr. Director President of First Weber
429 Gammon Place Group, Inc. of Madison, WI.
Madison, WI 53719
Edmund B. Johnson Director Vice President and Director
3302 Valley Creek of Medix of Wisconsin, Inc.
Middleton, WI 53562
Lorence D. Wheeler Director President of Credit Union
PO Box 431 Benefits Services, Inc.
Madison, WI 53701
During 1995, the Fund paid, in aggregate, directors' fees of $3000 those
Directors who are considered disinterested persons as defined by the Investment
Company Act of 1940.
* Mr. Burgess, a director of the Fund, is an "interested person" in the Fund
and in the Advisor, as defined by the Investment Company Act of 1940.
</TABLE>
<TABLE>
During the fiscal year ended December 31, 1995 the Fund paid the following
remuneration to the following group for services rendered:
<CAPTION>
Securities
or Property
Pension or Total
Retirement Compensation
Name of Aggregate Benefits Accrued Estimated Annual From Fund
Person, Compensation As Part of Fund Benefits Upon and Fund Complex
Position From Fund Expenses Retirement Paid to Director
<S> <C> <C> <C> <C>
*Frank E. Burgess None None None None
Director, President
James R. Imhoff, Jr.$1000 None None $3,000
Director
Edmund B. Johnson $1000 None None $3,000
Director
Lorence D. Wheeler $1000 None None $3,000
Director
<FN>
*All "interested" directors and officers of the Fund are compensated by the
Advisor as specified by the investment advisory agreement.
</TABLE>
INVESTMENT ADVISORY AND OTHER SERVICES
Under an investment advisory agreement with the Fund, Madison Investment
Advisors, Inc., 6411 Mineral Point Rd., Madison, Wisconsin, furnishes continuous
investment service and management to the Fund, for which it receives an annual
fee, paid quarterly, based on the average net asset value of the Fund, as
determined by valuations made at the close of each business day. The annual fee
is .80 of 1% on the first $50,000,000 of total net assets of the Fund, and .75
of 1% on that portion of total net assets of the Fund in excess of $50,000,000.
The fee is higher than most other funds. Personnel of the Advisor are primarily
responsible for investment decisions affecting the Fund's portfolio.
Under the investment advisory agreement, the Advisor, at its own expense and
without reimbursement from the Fund, furnishes office space, office facilities,
equipment, executive officers and executive expenses of the Fund. The Fund will
pay all operating expenses including but not limited to the costs of preparing
and printing its registration statements required under the Securities Act of
1933 and the Investment Company Act of 1940 and any amendments thereto, the
expense of registering its shares with the Securities and Exchange Commission
and in the various states, the cost of prospectuses for existing shareholders,
reports to shareholders, taxes, and legal expenses. Also included are fees to
Directors who are not interested persons of the Advisor or officers or employees
of the Fund, salaries of administrative and clerical personnel, auditing and
accounting services, fees and expenses of any custodian, printing and mailing
expenses, postage, and charges and expenses of dividend disbursing agents,
registrars and stock transfer agents, including the cost of keeping all
necessary shareholder records and accounts and handling.
The Advisor has undertaken to reimburse the Fund to the extent that the
aggregate annual operating expenses, including the investment advisory fee and
distribution fees but excluding interest, taxes, and brokerage commissions,
exceeds 2% of the first $10,000,000 of average net assets, 1.5% of the next
$20,000,000 of average net assets and 1% of average net assets in excess in
$30,000,000 of the Fund for each year. The Advisor shall, on an annual basis,
reimburse the Fund by offsetting against its fee all expenses in excess of these
amounts.
The agreement with the Advisor is not assignable and may be terminated by
either party, without penalty, on sixty days' notice. Otherwise, the agreement
continues in effect as long as it is approved annually by (a) the Board of
Directors or by a vote of a majority of the outstanding shares of the Fund, and
(b) in either case, by the affirmative vote of a majority of directors, who are
not parties to the agreement or "interested persons" of the Advisor, as defined
in the Investment Company Act of 1940, as amended, cast in person at a meeting
called for the purpose of voting for such approval.
The Advisor may act as an investment advisor to other persons, firms or
corporations, including investment companies. Madison Investment Advisors,
Inc., is a registered investment advisor and has numerous advisory clients of
its own. The Advisor also manages Bascom Hill BALANCED Fund, Inc. and Madison
Bond Fund Inc., both registered investment companies. The Advisor was founded
in 1973 and has never been controlled by or affiliated with any other business
entity or person. The Advisor has managed the Fund since its inception in 1978.
Frank E. Burgess, President and Director of the Fund is also President,
Treasurer and a Director of the Advisor. Katherine Frank is Vice President and
Secretary of the Fund and Vice President of the Advisor. Jay R. Sekelsky is Vice
President of the Fund and Vice President of the Advisor. Chris Berberet is
Treasurer of the Fund and Vice President of the Advisor. Jacqueline
Stoppleworth is Assistant Secretary of the Fund and Controller of the Advisor.
Mr. Burgess owns a majority of the controlling interest in the Advisor. The
Investment Policy Committee has primary responsibility for making portfolio
investment determinations or recommendations for the Fund.
The Advisor relies upon information supplied by the analytical staffs of major
brokerage firms as well as other publications and research services. A
discussion of how the Advisor allocates investment opportunities among clients,
how the Advisor decides which client should purchase certain securities and how
portfolio transactions are allocated among brokers is found under "Brokerage"
below.
During the years ended December 31, 1995, December 31, 1994 and December 31,
1993, the Fund paid the Advisor an aggregate of $91,637, $78,454 and $80,295,
respectively, in investment advisory fees.
Williams, Young and Associates, PO Box 8700, Madison, Wisconsin 53708 is the
Fund's independent public accountant.
The custodian for the Fund's assets is the Firstar Trust Company, PO Box 701,
Milwaukee, Wisconsin 53201-0701. The Firstar Trust Company also serves as the
transfer agent for the Fund.
BROKERAGE
Portfolio brokerage transactions of the Fund are placed with those securities
brokers which the Advisor believes will provide the best value in brokerage and
research services for the Fund, either in a particular transaction or over a
period of time. Although some transactions involve only brokerage services,
many involve research services as well.
In valuing brokerage services, the Advisor makes a judgment of the usefulness
of research and other information provided by a broker to the Advisor in
managing the Fund's investment portfolio. In some cases, the information, e.g.,
data or recommendations concerning particular securities, relates to the
specific transaction placed with the broker, but, for the greater part, the
research consists of a wide variety of information concerning companies,
industries, investment strategy and economic, financial and political conditions
and prospects, useful to the Advisor in advising the Fund and other clients of
the Advisor.
In compensating brokers for their services, the Advisor takes into account the
value of the information received for use in advising the Fund. It is
understood by the Fund that other clients of the advisor might also benefit from
the information obtained. Where the Fund and one or more clients of the Advisor
are simultaneously engaged in the purchase or sale of the same security, the
transactions will, to the extent possible, be averaged as to price and allocated
equitably. In most cases, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund.
The Fund may not allocate brokerage solely on the basis of selling Fund
shares. When feasible and practical, over-the-counter purchases and sales are
transacted directly with principal market makers. Principal market makers are
not paid a direct commission. They receive in payment the difference between
the bid and asked prices for a particular security.
Brokerage commissions of $17,272, $20,376 and $26,665 were paid by the Fund
during the years ended December 31, 1995, December 31, 1994, and December 31,
1993 respectively.
PURCHASE AND REDEMPTION OF COMMON STOCK
As briefly discussed in the Prospectus, applications for the purchase of
shares should be made to Bascom Hill Investors, Inc. c/o FirstStar Trust
Company, PO Box 701, Milwaukee, Wisconsin 53201-0701. The price per share will
be the net asset value computed after the time the application is received.
(See "Determination of Net Asset Value," ). The net asset value for a
particular day is applicable to all applications for the purchase of shares as
well as all requests for the redemption of shares received at or before that
day's close of trading on the New York Stock Exchange (the "Exchange"). The
Exchange usually closes at 4:00 p.m. New York time. Applications for purchase of
shares and requests for redemptions of shares received after the close of
trading on the Exchange will be based on the net asset value as determined as of
the close of trading on the next day the Exchange is open.
All applications to purchase capital stock are subject to acceptance or
rejection by authorized officers of the Fund and are not binding until accepted.
Applications will not be accepted unless they are accompanied by payment.
However, minor differences between amounts submitted and actual costs of shares
will be refunded or billed. It is the policy of the Fund not to accept
applications under circumstances or in amounts considered disadvantageous to
existing shareholders.
The Board of Directors of the Fund is authorized from time to time to fix
upper and lower limits on the number of shares which may be purchased. Pursuant
to this authority, the Board of Directors has established $1,000 as the minimum
initial purchase and $100 as the minimum for any subsequent purchase, except
through dividend or capital gain reinvestment.
Purchase of Fund shares will be made in full and fractional shares, computed
to three decimal places, unless the investor specifies full shares only.
Certificates representing Fund shares purchased will not be issued unless the
shareholder specifically requests certificates by a signed written request to
the Fund. In no instances will certificates be issued for fractional shares.
The Fund's transfer agent, Firstar Trust Company, Milwaukee, Wisconsin, will
credit the shareholder's account with the number of shares purchased. The Fund
offers this service to relieve shareholders of responsibility for safekeeping
certificates and to eliminate the need for delivery of certificates in the event
of redemption. Written confirmations are issued for all purchases of Fund
shares.
A shareholder may require the Fund at any time to redeem his or her shares in
whole or in part. Redemption is accomplished by delivering to the Fund, c/o
Firstar Trust Company, PO Box 701, Milwaukee, Wisconsin 53201-0701, a signed
written request for redemption. The written redemption request must be signed
exactly as the shares are registered. If the account is owned jointly, both
owners must sign. Redemption cannot be accomplished by telephoning or
telegraphing the Fund or Firstar Trust Company. The redemption price is the net
asset value next computed after receipt of written request in the proper form
set out above.
If there is doubt as to what is necessary in order to redeem shares, please
write or call the Fund's transfer agent, Firstar Trust Company (telephone no.
(414) 765-4124), prior to submitting the redemption request. No redemption
request will become effective until all documents have been received in proper
form by the transfer agent.
All redemptions will be processed immediately upon receipt, and the Fund will
return redemption requests that contain restrictions as to the time or date
redemptions are to be affected. The redemption price will depend on the market
value of the investments in the Fund's portfolio at the time of redemption, (see
"Determination of Net Asset Value") and may be more or less than the cost of
shares redeemed. Payments for shares redeemed will be made within seven days
after redemption, and redemptions will be made in cash only.
The right of redemption may be suspended for any period during which the New
York Stock Exchange is closed other than customary weekend and holiday closings,
and may be suspended for any period during which trading on the Exchange is
restricted as determined that an emergency exists and, therefore, it is not
reasonably practical for the Fund to dispose of its securities nor to fairly
determine the value of its net assets.
TRANSFER OF COMMON STOCK
Shares of the Fund may be transferred in much the same manner as they are
redeemed. If shares are represented by certificates, the certificates
representing the shares to be transferred must be delivered to the Fund, c/o
Firstar Trust Company, PO Box 701, Milwaukee, Wisconsin 53201-0701, accompanied
by the appropriate written instructions and endorsed or accompanied by
instrument of transfer and guaranteed in the same manner as described under
"Purchase and Redemption of Common Stock." If no certificates have been issued,
then signed, written instructions must be delivered to the Fund, c/o Firstar
Trust Company. The instructions must be signed exactly as provided in "Purchase
and Redemption of Common Stocks" for redemption of shares not represented by
certificates, except the signatures on the letter must be guaranteed by a bank,
savings and loan association, or by a member firm of the New York Stock
Exchange. The Fund is not bound to record any transfer on the stock transfer
books maintained by the Trust Company until all required documents have been
received by it.
DETERMINATION OF NET ASSET VALUE
The net asset value of a share of common stock is determined by dividing the
net asset value of the Fund by the total number of full and fractional shares
outstanding at that time. The net assets of the Fund are determined by
deducting the liabilities of the Fund from the total asset value. The net asset
value is determined as of the close of trading on the New York Stock Exchange
exclusive of federal holidays.
Securities traded on a stock exchange will ordinarily be valued on the basis
of the last sale price on the date of valuation, or in the absence of any sale
on that day, the closing bid price. Securities not listed on an exchange or
securities in which there were no transactions are valued at the most recent
reported bid prices. Any securities for which market quotations are not readily
available are valued at fair value as is determined in good faith by the Board
of Directors. Short-term securities with over 60 days to maturity are valued at
market value; those under 60 days to maturity are valued at amortized cost. Odd
lot differentials and brokerage commissions will be excluded in calculating
value. All assets other than securities will be valued at their then current
fair value as determined in good faith by the Board of Directors.
TAX STATUS
During the current taxable year and in future years, the Fund intends to
qualify under the provisions of Sections 851-855 of the Internal Revenue Code
(Subchapter M) applicable to investment companies.
Upon qualifying under the federal tax laws related to investment companies,
the Fund will not be subject to federal taxes on income or capital gains
distributed to the shareholders. Distributions designated as "capital gains
distributions" (meaning the excess of net long-term capital gains over net
short-term capital losses) will be taxable to shareholders as long-term gains,
regardless of the length of time shares of the Fund have been held. Currently,
the maximum long-term capital gains tax rate is 28%.
The federal tax treatment will be the same whether distributions are made in
cash or reinvested in additional shares of the Fund. Distributions may be
subject to state income tax in states having such a tax. It is recommended that
investors consult with their personal tax advisor in evaluating their individual
tax situation.
If the Fund does not qualify for preferential tax treatment in any fiscal
year, it will be taxed as an ordinary corporation. The net asset value per
share may be adversely affected as a result.
Since at the time of purchase of Fund shares the Fund may have undistributed
income or capital gains, distributions received shortly after such purchase by a
shareholder may be taxable to the shareholder, although it is, in whole or in
part, a return of capital and may have the effect of reducing the net asset
value per share.
Under the Interest and Dividend Tax Compliance Act of 1983, effective January
1, 1984, the Fund is required to deduct and withhold income tax from a
distribution payment at a 20 percent rate if:
(1) The shareholder fails to furnish his/her taxpayer identification number
to the Fund;
(2) The IRS notifies the Fund that the taxpayer identification number
furnished by the shareholder is incorrect;
(3) The IRS notifies the Fund that backup withholding should be commenced
because the shareholder has failed to properly report interest or dividend
income; or
(4) When required to do so, the shareholder fails to certify, under
penalties of perjury, that he/she is not subject to backup withholdings.
In addition, under the new IRA rollover rules, any distribution from an
employer - sponsored plan is subject to 20% mandatory withholding, unless it is
directly "rolled over" into an IRA. (See the IRA Disclosure Brochure for
- - - --------
details)
FINANCIAL STATEMENTS
The following financial information contained in the Annual Report for Bascom
Hill Investors, Inc. for the year ended December 31, 1995 is incorporated herein
by reference:
(a) Statement of Net Assets
(b) Statements of Changes in Net Assets
(c) Statements of Operation
(d) Notes to Financial Statements
(e) Report of Independent Public Accountants.
A copy of the Annual Report will accompany the Statement of Additional
Information whenever the Statement of Additional Information is requested by a
shareholder or prospective investor.
C: OTHER INFORMATION
Form N-1A
Item No.
- - - --------
24. Financial Statements and Exhibits
---------------------------------
(a) Per share income and capital changes for the years ended December
31, 1986, 1987, 1988, 1989, 1990, 1991,1992,1993,1994 and 1995 are included in
the Prospectus.
Financial Statements Included in Shareholder Annual Report for the year ended
December 31, 1995.
(1) Statement of Net Assets
(2) Statement of Changes in Net Assets
(3) Statement of Operations
(4) Notes to Financial Statements
(b) Exhibits:
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- -----------------------
1. Articles of Incorporation *
2. Bylaws*
3. N/A
4. Specimen Stock Certificate *
5. Investment Advisory Agreement *
6. N/A
7. N/A
8(a). Custodian Agreement *
8(b). Transfer/Dividend Disbursing Agent Agreement *
9. N/A
10. Opinion and Consent of Counsel *
11. Consent of Independent Public Accountant
12. N/A
13. N/A
14. IRA Plan *
15. N/A
* Previously filed and incorporated herein by reference.
25. Persons Controlled by or under Common Control with Registrant
-------------------------------------------------------------
None
26. Number of Holders of Securities as of December 31, 1995
-------------------------------------------------------
Title of Class Number of Record Holders
-------------- ------------------------
Common Stock 458
27. Indemnification
---------------
Article VIII of the Registrant's Bylaws provides for the indemnification of
its directors and officers and, therefore, is incorporated herein by reference.
28. Business and Other Connections of Investment Advisor
----------------------------------------------------
Madison Investment Advisors, Inc., is the only investment advisor to the
Registrant.
Set forth below is a list of the officers and directors of Madison Investment
Advisors, Inc. as of January 31, 1996, together with information as to any other
business, profession, vocation or employment of a substantial nature of those
officers and directors during the past two years:
Position with Madison
Name Investment Advisors, Inc. Other
---- ------------------------- -----
Frank E. Burgess President, Treasurer and (1)
Director
Christopher C. Berberet Vice President (1)
Richard L. Ford Vice President
Katherine L. Frank Vice President (1)
L. Louis LeGoullon Vice President
John F. McClure Vice President, Secretary,
Director
Michael J. Schlageter Vice President, Director
Jay R. Sekelsky Vice President (1)
Michael R. Yaktus Vice President
Note (1): Certain of the indicated persons are officers and directors of
Bascom Hill Investors, Bascom Hill BALANCED Fund and Madison Bond Fund, all
open-ended, diversified investment companies for which Madison Investment
Advisors, Inc. also acts as investment advisor.
29. Principal Underwriters
----------------------
Inapplicable
30. Location of Accounts and Records
--------------------------------
All accounts, books, and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the rules thereunder will be
maintained at the offices of the Registrant at 6411 Mineral Point Road, Madison,
WI 53705-4341 and at the offices of the Registrant's transfer agent and
custodian, Firstar Trust Company located at 615 East Michigan Avenue, Milwaukee,
WI 53201.
31. Management Services
-------------------
Registrant is not a party to any management-related service contract other
than set forth in Part A or Part B of this Form.
32. Undertakings
------------
Registrant agrees to furnish each person to whom a prospectus
is delivered with a copy
of the Registrant's latest annual report to shareholders, upon
request, and without charge.
EXHIBIT II
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated January 25, 1996, and to all references to our Firm included in or made a
part of the Registration Statement on Form N-1A.
WILLIAMS, YOUNG & ASSOCIATES, LLC
Madison, Wisconsin
February 10, 1996
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant certifies that it meets all of the
requirement for effectiveness of the Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Madison and State of Wisconsin on the 15th day of
February, 1995.
Bascom Hill Investors Fund, Inc.
XXXXXXXXXXXXX
----------------
Frank E. Burgess, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated.
XXXXXXXXXXXXXXX 2/26/96 Director
- - - ------------------ -------- ------------
Frank E. Burgess Date Title
XXXXXXXXXXXXXXXX 2/26/96 Director
- - - -------------------- -------- ------------
James R. Imhoff, Jr.
XXXXXXXXXXXXXX 2/26/96 Director
- - - -------------------- -------- ------------
Edmund B. Johnson
XXXXXXXXXXXXXXX 2/26/96 Director
- - - ------------------ -------- ------------
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BASCOM HILL
INVESTORS, INC., DECEMBER 31, 1995 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH ANNUAL REPORT.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 10982
<INVESTMENTS-AT-VALUE> 12643
<RECEIVABLES> 66
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 12709
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 849
<TOTAL-LIABILITIES> 849
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9534
<SHARES-COMMON-STOCK> 658
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 11860
<DIVIDEND-INCOME> 88
<INTEREST-INCOME> 316
<OTHER-INCOME> 0
<EXPENSES-NET> 131
<NET-INVESTMENT-INCOME> 273
<REALIZED-GAINS-CURRENT> 824
<APPREC-INCREASE-CURRENT> 1359
<NET-CHANGE-FROM-OPS> 2183
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 269
<DISTRIBUTIONS-OF-GAINS> 822
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 63
<NUMBER-OF-SHARES-REDEEMED> 84
<SHARES-REINVESTED> 57
<NET-CHANGE-IN-ASSETS> 640
<ACCUMULATED-NII-PRIOR> 1
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 92
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 11455
<PER-SHARE-NAV-BEGIN> 15.84
<PER-SHARE-NII> .42
<PER-SHARE-GAIN-APPREC> 3.45
<PER-SHARE-DIVIDEND> .42
<PER-SHARE-DISTRIBUTIONS> 1.26
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 18.03
<EXPENSE-RATIO> 1.17
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
