Registration No. 2-73468
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. __ [_]
Post-Effective Amendment No. 16 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 17 [X]
(Check appropriate box or boxes.)
FIDUCIARY CAPITAL GROWTH FUND, INC.
(Exact name of Registrant as Specified in Charter)
225 East Mason Street
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices) (Zip Code)
(414) 226-4555
(Registrant's Telephone Number, including Area Code)
Copy to:
Ted D. Kellner W. David Knox, II
225 East Mason Street Foley & Lardner
Milwaukee, Wisconsin 53202 777 East Wisconsin Avenue
(Name and Address of Agent for Service) Milwaukee, Wisconsin 53202
______________________________________ _____________________________
Registrant has registered an indefinite number or amount of
securities under the Securities Act of 1933 pursuant to Rule 24f-2 of
the Investment Company Act of 1940, and filed its required Rule 24f-2
Notice for the Registrant's fiscal year ended September 30, 1995 on
November 15, 1995.
Approximate Date of Proposed Public Offering: As soon as practicable
after the Registration Statement becomes effective.
It is proposed that this filing will become effective (check appropriate
box):
[_] immediately upon filing pursuant to paragraph (b)
[X] on January 31, 1996 pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a)(1)
[_] 75 days after filing pursuant to paragraph (a)(2)
[_] on (date) pursuant to paragraph (a)(2), of Rule 485
If appropriate, check the following box:
[_] this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
<PAGE>
FIDUCIARY CAPITAL GROWTH FUND, INC.
CROSS REFERENCE SHEET
(Pursuant to Rule 481 showing the location in the Prospectus and
the Statement of Additional Information of the responses to the Items of
Parts A and B of Form N-1A.)
Caption or Subheading in Prospectus
Item No. on Form N-1A or Statement of Additional Information
Part A - INFORMATION REQUIRED IN PROSPECTUS
1. Cover Page Cover Page
2. Synopsis Expenses
3. Condensed Financial Financial Highlights; Performance
Information Information
4. General Description Introduction; Investment
of Registrant Objectives and Policies
5. Management of the Management of the Fund; Per Share
Fund Income and Capital Changes; Capital
Structure
5A. Management's Discussion Management's Discussion of Fund
of Fund Performance Performance
6. Capital Stock and Dividends, Distributions and
Other Securities Taxes; Capital Structure; Shareholder
Reports
7. Purchase of Securities Determination of Net Asset Value;
Being Offered Purchase of Shares; Dividend Reinvestment;
Automatic Investment Plan; Individual
Retirement Account and Simplified Employee
Pension Plan; Retirement Plan
8. Redemption or Redemption of Shares; Systematic
Repurchase Withdrawal Plan
9. Legal Proceedings *
PART B - INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information *
and History
13. Investment Objectives Investment Restrictions
and Policies
14. Management of the Directors and Officers of
Registrant the Fund
15. Control Persons and Directors and Officers of the
Principal Holders Fund; Principal Shareholders
of Securities
16. Investment Advisory Investment Adviser and
and Other Services Administrator; Custodian;
Independent Accountants
17. Brokerage Allocation Allocation of Portfolio Brokerage
and Other Practices
18. Capital Stock and Included in Prospectus under
Other Securities "Capital Structure" and Shareholder
Meetings
19. Purchase, Redemption and Included in Prospectus under
Pricing of Securities "Determination of Net Asset
Being Offered Value"; "Dividend Reinvestment";
"Automatic Investment Plan"; "Systematic
Withdrawal Plan"; "Exchange Privilege";
"Individual Retirement Account and
Simplified Employee Pension Plan";
"Retirement Plan" and Determination of Net
Asset Value and Performance; Information
Incorporated by Reference
20. Tax Status Taxes
21. Underwriters *
22. Calculations of Determination of Net Asset Value
Performance Data and Performance
23. Financial Statements Financial Statements
* Answer negative or inapplicable
<PAGE>
P R O S P E C T U S
FIDUCIARY
CAPITAL GROWTH
FUND, INC.
A NO-LOAD
MUTUAL FUND
P R O S P E C T U S January 31, 1996
FIDUCIARY
CAPITAL GROWTH FUND, INC.
Fiduciary Capital Growth Fund, Inc. (the ''Fund'') is an open-end, diversified
management investment company - a mutual fund. Its primary investment objective
is to produce long-term capital appreciation principally through investing in
common stocks. Current income is a secondary consideration.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This Prospectus sets forth concisely the information about the Fund that
prospective investors should know before investing. Investors are advised to
read this Prospectus and retain it for future reference. This Prospectus does
not set forth all of the information included in the Registration Statement and
Exhibits thereto which the Fund has filed with the Securities and Exchange
Commission. A Statement of Additional Information, dated January 31, 1996, which
is a part of such Registration Statement is incorporated by reference in this
Prospectus. Copies of the Statement of Additional Information will be provided
without charge to each person to whom a Prospectus is delivered upon written or
oral request made by writing to the address or calling the telephone number,
stated below. All such requests should be directed to the attention of the
Corporate Secretary.
FIDUCIARY CAPITAL GROWTH FUND, INC.
225 EAST MASON STREET
MILWAUKEE, WISCONSIN 53202
(414) 226-4555
FIDUCIARY CAPITAL GROWTH FUND, INC.
TABLE OF CONTENTS
Page No.
--------
Expense Information 1
Financial Highlights 2
Introduction 2
Investment Objective and Policies 2
Management of the Fund 4
Determination of Net Asset Value 5
Purchase of Shares 5
Redemption of Shares 6
Dividend Reinvestment 7
Automatic Investment Plan 7
Systematic Withdrawal Plan 8
Exchange Privilege 8
Individual Retirement Account and
Simplified Employee Pension Plan 9
Retirement Plan 9
Dividends, Distributions and Taxes 10
Brokerage Transactions 10
Capital Structure 10
Shareholder Reports 11
Performance Information 12
Management's Discussion of
Fund Performance 12
Share Purchase Application 13
EXPENSE INFORMATION
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases or Reinvested Dividends ...... NONE
Deferred Sales Load .................................................. NONE
Redemption Fee ....................................................NONE*<F1>
Exchange Fee ......................................................... NONE
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees ...................................................... .93%
12b-1 Fees ........................................................... None
Other Expenses .......................................................0.30%
-----
TOTAL FUND OPERATING EXPENSES ........................................1.23%
-----
-----
*<F1>A fee of $7.50 is charged for each wire redemption.
EXAMPLE: 1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
An investor 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: $13 $39 $68 $149
The purpose of the preceding table is to assist investors in understanding
the various costs that an investor in the Fund will bear, directly or
indirectly. They should not be considered to be a representation of past or
future expenses. Actual expenses may be greater or lesser than those shown. The
Annual Fund Operating Expenses are based on actual expenses incurred for the
year ended September 30, 1995. The example assumes a 5% annual rate of return
pursuant to requirements of the Securities and Exchange Commission. This
hypothetical rate of return is not intended to be representative of past or
future performance of the Fund.
FINANCIAL HIGHLIGHTS
(Selected Data for each share of the Fund outstanding throughout each period)
The following information has been audited by Price Waterhouse LLP,
independent accountants, whose unqualified report thereon is included in the
Fund's Annual Report to Shareholders. The Financial Highlights should be read in
conjunction with the financial statements and notes thereto also included in the
Annual Report to Shareholders.
<TABLE>
YEARS ENDED SEPTEMBER 30,
------------------------------------------------------------------------
<CAPTION>
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value,
beginning of year $19.52 $20.08 $18.65 $17.55 $14.16 $18.79 $15.19 $21.96 $22.51 $19.10
Income from investment
operations:
Net investment income 0.11 0.06 0.07 0.10 0.19 0.23 0.14 0.03 0.12 0.09
Net realized and unrealized gains
(losses) on investments 3.87 0.72 3.33 2.39 4.35 (4.66) 3.49 (3.21) 3.11 3.54
----- ----- ----- ----- ----- ------ ----- ------ ----- -----
Total from investment operations 3.98 0.78 3.40 2.49 4.54 (4.43) 3.63 (3.18) 3.23 3.63
Less distributions:
Dividends from net
investment income (0.04) (0.05) (0.11) (0.16) (0.23) (0.20) (0.03) (0.14) (0.10) (0.19)
Distributions from
net realized gains (1.88) (1.29) (1.86) (1.23) (0.92) - - (3.45) (3.68) (0.03)
----- ----- ----- ----- ----- ------ ----- ------ ----- -----
Total from distributions (1.92) (1.34) (1.97) (1.39) (1.15) (0.20) (0.03) (3.59) (3.78) (0.22)
----- ----- ----- ----- ----- ------ ----- ------ ----- -----
Net asset value, end of year $21.58 $19.52 $20.08 $18.65 $17.55 $14.16 $18.79 $15.19 $21.96 $22.51
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
TOTAL INVESTMENT RETURN 22.7% 4.1% 20.1% 15.3% 34.9% (23.8%) 24.0% (11.1%) 16.8% 19.2%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (in 000's $)42,197 38,871 47,420 38,476 30,684 19,460 40,387 41,606 55,154 51,880
Ratio of expenses to average
net assets 1.2% 1.2% 1.2% 1.3% 1.5% 1.4% 1.3% 1.3% 1.1% 1.2%
Ratio of net investment income to
average net assets 0.5% 0.3% 0.4% 0.6% 1.2% 1.1% 0.8% 0.3% 0.6% 0.4%
Portfolio turnover rate 28.6% 20.9% 32.5% 58.9% 62.7% 55.1% 42.2% 43.4% 83.4% 56.5%
</TABLE>
INTRODUCTION
The Fund was incorporated under the laws of Wisconsin on July 29, 1981. The
Fund is an open-end diversified management investment company registered under
the Investment Company Act of 1940. As an open-end investment company it obtains
its assets by continuously selling shares of its Common Stock, $.01 par value
(''Common Stock''), to the public. Proceeds from such sales are invested by the
Fund in securities of other companies. In this manner, the resources of many
investors are combined and each individual investor has an interest in every one
of the securities owned by the Fund. The Fund provides each individual investor
with diversification by investing in the securities of many different companies
in a variety of industries and furnishes experienced management to select and
watch over its investments. As an open-end investment company, the Fund will
redeem any of its outstanding shares on demand of the owner at their net asset
value.
INVESTMENT OBJECTIVE AND POLICIES
The primary investment objective of the Fund is long-term capital
appreciation, and securities are selected for its portfolio primarily on this
basis. It is anticipated that the major portion of the Fund's portfolio will at
all times be invested in common stocks. The Fund's investment adviser purchases
those common stocks which it believes to be underpriced relative to the issuing
corporation's future growth prospects. It also purchases common stocks where the
price is significantly below the estimated market value of the issuing
corporation's assets less its liabilities on a per share basis. In making a
determination that the above criteria is met with respect to a particular common
stock, the Fund's investment adviser studies the financial statements of the
issuing corporation and other companies in the same industry, market trends and
economic conditions in general. Since current income is only a secondary factor
in the selection of investments, a particular issuer's dividend history is not a
primary consideration. As a consequence shares of the Fund are not suitable
investments for investors needing current income. There can be no assurance that
the primary objective of the Fund will be realized or that any income will be
earned. Nor can there be any assurance that the Fund's portfolio will not
decline in value. Additionally, since the major portion of the Fund's portfolio
consists of common stocks, it may be expected that its net asset value will be
subject to greater fluctuation than a portfolio containing a substantial amount
of fixed income securities.
Although it is anticipated that the major portion of the Fund's portfolio
will at all times be invested in common stocks, no minimum or maximum percentage
of the Fund's assets is required to be invested in common stocks or any other
type of security. When the Fund's investment adviser believes that securities
other than common stock offer opportunity for long-term capital appreciation,
the Fund may invest in publicly distributed convertible debt securities, non-
convertible debt securities assigned one of the highest three ratings of
Standard & Poor's Corporation or Moody's Investors Service, Inc., preferred
stocks, particularly those which are convertible into or carry rights to acquire
common stocks, and warrants. The Fund, except for defensive purposes, will at
all times have at least 80% of its investments in securities which the Fund's
investment adviser believes offer opportunity for growth of capital.
Cash and equivalents are retained by the Fund in amounts deemed adequate for
current needs. The Fund also has reserved freedom to invest any portion of its
assets in conservative fixed-income securities such as United States Treasury
Bills, certificates of deposit of U.S. banks, provided that the bank has
capital, surplus and undivided profits (as of the date of its most recently
published annual financial statements) with a value in excess of $100,000,000 at
the date of investment, commercial paper rated A-l or better by Standard &
Poor's Corporation, commercial paper master notes (which are floating rate
instruments without a fixed maturity) and repurchase agreements as a defensive
measure, when general economic conditions are believed to warrant such action.
Repurchase agreements are agreements under which the seller of a security agrees
at the time of sale to repurchase the security at an agreed time and price. The
Fund will not enter into repurchase agreements with entities other than banks or
invest over 5% of its assets in repurchase agreements with maturities of more
than seven days.
The Fund's investments (other than defensive investments) will be diversified
among securities issued by different companies and will not be concentrated in
any single industry. In investing for long-term capital appreciation the Fund
does not intend to place emphasis on short-term trading profits. As a
consequence, it expects usually to have a portfolio turnover rate of less than
50%. The annual portfolio turnover rate indicates changes in the Fund's
portfolio and is calculated by dividing the lesser of purchases or sales of
portfolio securities (excluding securities having maturities at acquisition of
one year or less) for the fiscal year by the monthly average of the value of the
portfolio securities (excluding securities having maturities at acquisition of
one year or less) owned by the Fund during the fiscal year. The annual portfolio
turnover rate may vary widely from year to year depending upon market conditions
and prospects. High turnover in any year will result in the payment by the Fund
from capital of above average amounts of brokerage commissions.
The Fund may acquire securities of unseasoned companies or so-called special
situations, where the investment risks are considerably greater than with common
stocks of more established companies, when its investment adviser believes such
investments offer the possibility of capital growth. However, not more than 5%
of the Fund's assets may be invested in securities of companies which have a
record of less than three years' continuous operation, including the operation
of any predecessor business of a company which came into existence as a result
of a merger, consolidation, reorganization or purchase of substantially all of
the assets of such predecessor business.
The Fund may invest up to 10% of its assets in securities of foreign issuers.
Such investments may involve risks which are in addition to the usual risks
inherent in domestic investments. In many countries, there is less publicly
available information about issuers than is available in the reports and ratings
published about companies in the United States. Additionally foreign companies
may not be subject to uniform accounting, auditing and financial reporting
standards. Dividends and interest on foreign securities may be subject to
foreign withholding taxes, which would reduce the Fund's income without
providing a tax credit for the Fund's shareholders. Although the Fund intends to
invest in securities of foreign issuers domiciled in nations which the Fund's
investment adviser considers as having stable and friendly governments, there is
the possibility of expropriation, confiscatory taxation, currency blockage or
political or social instability which could affect investments in those nations.
Under certain circumstances the Fund may (a) invest in warrants, (b)
temporarily borrow money from banks for emergency or extraordinary borrowings,
(c) pledge its assets to secure borrowings, and (d) purchase securities of other
investment companies. A more complete discussion of the circumstances in which
the Fund may engage in these activities is included in the Fund's Statement of
Additional Information. Except for the investment policies discussed in this
paragraph, the investment objectives and other policies described under this
caption are not fundamental policies and may be changed without shareholder
approval. A change in the Fund's investment objectives may result in the Fund
having investment objectives different from the objectives which the shareholder
considered appropriate at the time of investment in the Fund. At least 30 days'
prior to any change by the Fund in its investment objectives, the Fund will
provide written notice to all of its shareholders regarding such proposed
change.
MANAGEMENT OF THE FUND
As a Wisconsin corporation, the business and affairs of the Fund are managed
by its Board of Directors. Under an investment advisory agreement (the
''Advisory Agreement'') with the Fund, Fiduciary Management, Inc. (the
''Adviser''), 225 East Mason Street, Milwaukee, Wisconsin 53202, furnishes
continuous investment advisory services and management to the Fund. The Adviser
is the investment adviser to individuals and institutional clients (including
investment companies) with substantial investment portfolios. The Adviser was
organized in 1980 and is wholly owned by Ted D. Kellner and Donald S. Wilson.
Since that time, Mr. Kellner has served as Chairman of the Board and Chief
Executive Officer and Mr. Wilson has served as President and Treasurer. Messrs.
Kellner and Wilson are primarily responsible for the day-to-day management of
the Fund's portfolio. They have held this responsibility since the Fund
commenced operations on December 18, 1981. Mr. Kellner has been President,
Treasurer and a Director of the Fund and Mr. Wilson has been Vice President,
Secretary and a Director of the Fund during the same period.
The Adviser supervises and manages the investment portfolio of the Fund and
subject to such policies as the Board of Directors of the Fund may determine,
directs the purchase or sale of investment securities in the day to day
management of the Fund's investment portfolio. Under the Advisory Agreement, the
Adviser, at its own expense and without reimbursement from the Fund, furnishes
office space, and all necessary office facilities, equipment, and executive
personnel for managing the Fund's investments, and bears all sales and
promotional expenses of the Fund, other than expenses incurred in complying with
laws regulating the issue or sale of securities. For the foregoing, the Adviser
receives a monthly fee of 11/412 of 1% (1% per annum) on the first $30,000,000
of the daily net assets of the Fund and 11/412 of .75% (.75% per annum) on the
daily net assets of the Fund over $30,000,000. The rate of the annual advisory
fee is higher than that paid by many mutual funds. The advisory fees paid in the
fiscal year ended September 30, 1995 were equal to .93% of the Fund's average
net assets.
Under an Administration Agreement (the ''Administration Agreement'') with the
Fund, the Adviser supervises all aspects of the Fund's operations except those
performed by it pursuant to the Advisory Agreement. Under the Administration
Agreement, the Adviser at its own expense and without reimbursement from the
Fund, furnishes office space, and all necessary office facilities, equipment,
and executive personnel for supervising the Fund's operations. For the
foregoing, the Adviser receives a monthly fee of 11/412 of .1% (.1% per annum)
on the first $30,000,000 of the daily net assets of the Fund and 11/412 of .05%
(.05% per annum) on the daily net assets of the Fund over $30,000,000, subject
to a fiscal year minimum of $20,000. The administration fee paid in the fiscal
year ended September 30, 1995 was equal to .09% of the Fund's average net
assets.
DETERMINATION OF NET ASSET VALUE
The per share net asset value of the Fund is determined by dividing the total
value of its net assets (meaning its assets less its liabilities excluding
capital and surplus) by the total number of its shares outstanding at that time.
The net asset value is determined as of the close of regular trading (currently
4:00 p.m. Eastern time) on the New York Stock Exchange on each day the New York
Stock Exchange is open for trading. This determination is applicable to all
transactions in shares of the Fund prior to that time and after the previous
time as of which net asset value was determined. Accordingly, purchase orders
accepted or shares tendered for redemption prior to the close of regular trading
on a day the New York Stock Exchange is open for trading will be valued as of
the close of trading, and purchase orders accepted or shares tendered for
redemption after that time will be valued as of the close of the next trading
day.
Securities traded on any national stock exchange or quoted on the Nasdaq
National Market System will be valued on the basis of the last sale price on the
date of valuation or, in the absence of any sales on that date, the most recent
bid price. Other securities will be valued at the most recent bid price, if
market quotations are readily available. Any securities for which there are no
readily available market quotations and other assets will be valued at their
fair value as determined in good faith by the Board of Directors. Odd lot
differentials and brokerage commissions will be excluded in calculating values.
PURCHASE OF SHARES
Shares of Common Stock may be purchased directly from the Fund. Share
purchase application forms are included at the back of the Prospectus. The price
per share is the next determined per share net asset value after receipt of an
application. Additional purchase applications may be obtained from the Fund.
Purchase applications should be mailed directly to: Fiduciary Capital Growth
Fund, Inc., c/o Firstar Trust Company, P.O. Box 701, Milwaukee, Wisconsin 53201-
0701. To purchase shares by overnight or express mail, please use the following
street address: Fiduciary Capital Growth Fund, Inc., c/o Firstar Trust Company,
Mutual Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202. All
applications must be accompanied by payment in the form of a check made payable
to Fiduciary Capital Growth Fund, Inc., or by direct wire transfer. All
purchases must be made in U.S. dollars and checks must be drawn on U.S. banks.
No cash will be accepted. Firstar Trust Company will charge a $15 fee against a
shareholder's account for any payment check returned to the custodian. THE
SHAREHOLDER WILL ALSO BE RESPONSIBLE FOR ANY LOSSES SUFFERED BY THE FUND AS A
RESULT. When a purchase is made by check (other than a cashiers or certified
check), the Fund may delay the mailing of a redemption check until it is
satisfied that the check has cleared. (It will normally take up to 3 days to
clear local personal or corporate checks and up to 7 days to clear other
personal and corporate checks.) To avoid redemption delays, purchases may be
made by cashiers or certified check or by direct wire transfers. Funds should be
wired to: Firstar Bank Milwaukee, NA, 777 East Wisconsin Avenue, Milwaukee,
Wisconsin, ABA #075000022, Firstar Trust Company, Account #112952137, for
further credit to: Fiduciary Capital Growth Fund, Inc., ''name of shareholder
and existing account number''if any. The establishment of a new account by wire
transfer should be preceded by a phone call to the Fund's office, (414) 226-4555
to provide information for the setting up of the account. A follow up
application should be sent for all new accounts opened by wire transfer.
Applications are subject to acceptance by the Fund, and are not binding until so
accepted. The Fund does not accept telephone orders for purchase of shares and
reserves the right to reject applications in whole or in part. The Board of
Directors of the Fund has established $1,000 as the minimum initial purchase and
$100 as the minimum for any subsequent purchase (except through dividend
reinvestment and the automatic investment plan), which minimum amounts are
subject to change at any time. Shareholders will be advised at least thirty days
in advance of any increases in such minimum amounts. Stock certificates for
shares so purchased are not issued unless requested in writing.
REDEMPTION OF SHARES
A shareholder may require the Fund to redeem his shares in whole or part at
any time during normal business hours. Redemption requests must be made in
writing and directed to: Fiduciary Capital Growth Fund, Inc., c/o Firstar
Trust Company, Mutual Fund Services, 615 East Michigan Avenue, Milwaukee,
Wisconsin 53202. If a redemption request is inadvertently sent to the Fund, it
will be forwarded to Firstar Trust Company, but the effective date of redemption
will be delayed until the request is received by Firstar Trust Company. Requests
for redemption by telephone or telegram and requests which are subject to any
special conditions or which specify an effective date other than as provided
herein cannot be honored.
Redemption requests should specify the name of the Fund, the number of shares
or dollar amount to be redeemed, shareholder's name, account number, and the
additional requirements listed below that apply to the particular account.
TYPE OF REGISTRATION REQUIREMENTS
- -------------------- ------------
Individual, Joint Tenants Redemption request signed by all person(s)
Sole Proprietor, Custodial required to sign for the account, exactly as
(Uniform Gift to Minors Act), it is registered.
General Partners
Corporations, Associations Redemption request and a corporate
resolution, signed by person(s) required to
sign for the account, accompanied by
signature guarantee(s).
Trusts Redemption request signed by the trustee(s)
with a signature guarantee. (If the
trustee's name is not registered on the
account, a copy of the trust document
certified within the last 60 days is also
required.)
Redemption requests from shareholders in an Individual Retirement Account
must include instructions regarding federal income tax withholding. Unless
otherwise indicated, these redemptions, as well as redemptions of other
retirement plans not involving a direct rollover to an eligible plan, will be
subject to federal income tax withholding. If a shareholder is not included in
any of the above registration categories (e.g., executors, administrators,
conservators or guardians), the shareholder should call the transfer agent,
Firstar Trust Company (1-800-338-1579), for further instructions.
Signatures need not be guaranteed unless the proceeds of redemption are
requested to be sent by wire transfer, to a person other than the registered
holder or holders of the shares to be redeemed, or to be mailed to other than
the address of record, in which cases each signature on the redemption request
must be guaranteed by a commercial bank or trust company in the United States, a
member firm of the New York Stock Exchange or other eligible guarantor
institution. If certificates have been issued for any of the shares to be
redeemed, the certificates, properly endorsed or accompanied by a properly
executed stock power, must accompany the request for redemption. Redemptions
will not be effective or complete until all of the foregoing conditions,
including receipt of all required documentation by Firstar Trust Company in its
capacity as transfer agent, have been satisfied.
The redemption price is the net asset value next determined after receipt by
Firstar Trust Company in its capacity as transfer agent of the written request
in proper form with all required documentation. The amount received will depend
on the market value of the investments in the Fund's portfolio at the time of
determination of net asset value, and may be more or less than the cost of the
shares redeemed. A check in payment for shares redeemed will be mailed to the
holder no later than the seventh day after receipt of the redemption request in
proper form and all required documentation except as indicated in ''Purchase of
Shares''for certain redemptions of shares purchased by check.
The right to redeem shares of the Fund will be suspended for any period
during which the New York Stock Exchange is closed because of financial
conditions or any other extraordinary reason and may be suspended for any period
during which (a) trading on the New York Stock Exchange is restricted pursuant
to rules and regulations of the Securities and Exchange Commission, (b) the
Securities and Exchange Commission has by order permitted such suspension or (c)
an emergency, as defined by rules and regulations of the Securities and Exchange
Commission, exists as a result of which it is not reasonably practicable for the
Fund to dispose of its securities or fairly to determine the value of its net
assets.
DIVIDEND REINVESTMENT
Shareholders may elect to have all income dividends and capital gains
distributions reinvested or paid in cash, or elect to have income dividends
reinvested and capital gains distributions paid in cash or capital gains
distributions reinvested and income dividends paid in cash. See the share
purchase application forms included at the back of this Prospectus for further
information. If the shareholder does not specify an election, all income
dividends and capital gains distributions will automatically be reinvested in
full and fractional shares of the Fund, calculated to the nearest 1,000th of a
share. Shares are purchased at the net asset value in effect on the business day
after the dividend record date and are credited to the shareholder's account on
the dividend payment date. As in the case of normal purchases, stock
certificates are not issued unless requested. Shareholders will be advised of
the number of shares purchased and the price following each reinvestment. An
election to reinvest or receive dividends and distributions in cash will apply
to all shares of the Fund registered in the same name, including those
previously purchased.
A shareholder may change an election at any time by notifying the Fund in
writing or by calling Firstar Trust Company at 1-800-338-1579. If such a notice
is received between a dividend declaration date and payment date, it will become
effective on the day following the payment date. The Fund may modify or
terminate its dividend reinvestment program at any time on thirty days' notice
to participants.
AUTOMATIC INVESTMENT PLAN
Shareholders wishing to invest fixed dollar amounts in the Fund on a regular
basis can make automatic purchases in amounts of $50 or more, on any date
specified by the shareholder each month or calendar quarter by using the Fund's
Automatic Investment Plan. If such date is a weekend or holiday, such purchase
shall be made on the next business day. There is no service fee for
participating in this Plan. To use this service, the shareholder must authorize
the transfer of funds from his checking or NOW account by completing the
Automatic Investment Plan application included as part of the Share Purchase
Application located at the back of the Prospectus or by calling the Fund's
office at (414) 226-4555. Shareholders may change the date or amount of
investments at any time by writing to or calling Firstar Trust Company at 1-800-
338-1579. The Fund reserves the right to suspend, modify or terminate the
Automatic Investment Plan without notice.
The Automatic Investment Plan is designed to be a method to implement dollar
cost averaging. Dollar cost averaging is an investment approach providing for
the investment of a specific dollar amount on a regular basis thereby precluding
emotions dictating investment decisions. Dollar cost averaging does not insure a
profit nor protect against a loss.
SYSTEMATIC WITHDRAWAL PLAN
The Fund has available to shareholders a Systematic Withdrawal Plan, pursuant
to which a shareholder who owns Fund shares worth at least $10,000 at current
net asset value may provide that a fixed sum will be distributed to him at
regular intervals. To participate in the Systematic Withdrawal Plan, a
shareholder deposits his Fund shares with the Fund and appoints it as his agent
to effect redemptions of Fund shares held in his account for the purpose of
making monthly or quarterly withdrawal payments of a fixed amount to him out of
his account. To utilize the Systematic Withdrawal Plan, the shares cannot be
held in certificate form. The Systematic Withdrawal Plan does not apply to Fund
shares held in Individual Retirement Accounts or defined contribution retirement
plans. An application for participation in the Systematic Withdrawal Plan is
included as part of the Share Purchase Application located at the back of this
Prospectus or may be obtained by calling the Fund at (414) 226-4555.
The minimum amount of a withdrawal payment is $100. These payments will be
made from the proceeds of periodic redemption of shares in the account at net
asset value. Redemptions will be made at periodic intervals no more frequent
than monthly on the date specified by the shareholder or, if that day is a
weekend or holiday, on the next business day. See the Share Purchase Application
located in the back of this Prospectus for further information. Participation in
the Systematic Withdrawal Plan constitutes an election by the shareholder to
reinvest in additional Fund shares, at net asset value, all income dividends and
capital gains distributions payable by the Fund on shares held in such account,
and shares so acquired will be added to such account. The shareholder may
deposit additional Fund shares in his account at any time.
Withdrawal payments cannot be considered as yield or income on the
shareholder's investment, since portions of each payment will normally consist
of a return of capital. Depending on the size or the frequency of the
disbursements requested, and the fluctuation in the value of the Fund's
portfolio, redemptions for the purpose of making such disbursements may reduce
or even exhaust the shareholder's account.
The shareholder may vary the amount or frequency of withdrawal payments or
temporarily discontinue them by notifying Firstar Trust Company in writing or
by telephone at 1-800-338-1579. To change the designated payee or payee's
address, you must notify Firstar Trust Company in writing.
EXCHANGE PRIVILEGE
A shareholder may redeem all or any portion of his Fund shares and use the
proceeds to purchase shares of Portico Money Market Fund, a money market mutual
fund not affiliated with the Fund or the Adviser, if such shares are offered in
his state of residence. The redemption of shares of the Fund and the purchase of
shares of Portico Money Market Fund will be effected at the respective net asset
values of such funds. An exchange transaction is a sale and purchase of shares
for federal income tax purposes and may result in a capital gain or loss. Prior
to exercising the Exchange Privilege a shareholder should obtain and carefully
read the prospectus for Portico Money Market Fund. The Exchange Privilege does
not in any way constitute an offering of, or recommendation on the part of the
Adviser or the Fund of, an investment in Portico Money Market Fund. The
registration of both the account from which the exchange is being made and the
account to which the exchange is made must be identical.
Exchange requests must be made in writing. Exchange request forms may be
obtained by writing the Fund or by calling (414) 226-4555. Written requests
should include the account numbers for both the Fund and Portico Money Market
Fund, if an account is already opened, and the amount of the exchange. If a new
account is to be opened by the exchange, the registration must be identical to
that of the original account. If certificates for shares are held, they must be
delivered properly endorsed as described in ''Redemption of Shares''.
The Fund reserves the right, at any time without prior notice, to suspend,
limit, modify or terminate the Exchange Privilege or its use in any manner by
any person or class. In particular, since an excessive number of exchanges may
be disadvantageous to the Fund, the Fund reserves the right to terminate the
exchange privilege of any shareholder who makes more than five exchanges of
shares in a year or three in a calendar quarter.
INDIVIDUAL RETIREMENT ACCOUNT AND SIMPLIFIED EMPLOYEE PENSION PLAN
Individual shareholders may establish their own tax-sheltered Individual
Retirement Account (''IRA''). The Fund has a prototype IRA plan using IRS Form
5305-A. An individual may contribute to the IRA an annual amount equal to the
lesser of 100% of annual earned income or $2,000 ($2,250 maximum in the case of
a married couple where one spouse is not working and certain other conditions
are met).
Earnings on amounts held under the IRA accumulate free of federal income
taxes. Distributions from the IRA may begin at age 59-11/42, and must begin by
April 1 following the calendar year end in which a person reaches age 70-11/42.
Excess contributions, certain distributions prior to age 59-11/42 and failure to
begin distributions after age 70-11/42 may result in adverse tax consequences.
Under current IRS regulations, an IRA applicant must be furnished a
disclosure statement containing information specified by the IRS. The applicant
has the right to revoke his account within seven days after receiving the
disclosure statement in accordance with IRS regulations and obtain a full refund
of his contribution should he so elect. The custodian may, in its discretion,
hold the initial contribution uninvested until the expiration of the seven-day
revocation period. It anticipates that it will not so exercise its discretion
but reserves the right to do so.
Firstar Trust Company, Milwaukee, Wisconsin, serves as custodian and
furnishes the services provided for in the IRA plan as required by the Employee
Retirement Income Security Act of 1974 (''ERISA''). The custodian invests all
cash contributions, dividends and capital gains distributions in shares of the
Fund. For such services, the following fees are charged against the accounts of
the participants: $12.50 annual maintenance fee; $15 for transferring to a
successor trustee; $15 for distribution(s) to a participant; and $15 for
refunding any contribution in excess of the deductible limit.
The Fund's prototype IRA plan may also be used to establish a Simplified
Employee Pension Plan (''SEP/IRA''). The SEP/IRA is available to employers and
employees, including self-employed individuals, who wish to purchase shares with
tax deductible contributions not exceeding annually for any one participant the
lesser of $30,000 or 15% of earned income; provided that no more than $9,500
annually (as adjusted for cost-of-living increases) may be contributed through
elective deferrals.
Requests for information and forms concerning the IRA and SEP/IRA should be
directed to the Fund. Included with the forms is a disclosure statement which
the IRS requires to be furnished to individuals who are considering an IRA or
SEP/IRA. Consultation with a competent financial and tax adviser regarding the
IRA and SEP/IRA is recommended.
RETIREMENT PLAN
A prototype defined contribution retirement plan is available for employers
who wish to purchase shares of the Fund with tax-deductible contributions not
exceeding annually the lesser of $30,000 or 25% of earned income. This plan
includes a cash or deferred 401(k) arrangement for employers who wish to allow
employees to elect to reduce their compensation and have such amounts
contributed to the plan, not to exceed $9,500 annually (as adjusted for cost-of-
living increases). The Fund has received an opinion letter from the Internal
Revenue Service that the prototype defined contribution retirement plan is
acceptable for use under Section 401 of the Internal Revenue Code, as amended,
(the ''Code'').
Firstar Trust Company, Milwaukee, Wisconsin, serves as custodian and
furnishes the services provided for in the retirement plan. The custodian
invests all cash contributions, dividends and capital gains distributions in
shares of the Fund. For such services, the following fees will be charged
against the accounts of the participants: $12.50 for annual maintenance fee per
participant account; $15 for a transfer to successor trustee; $15 for
distribution(s) to a participant; and $15 for a refund of an excess
contribution.
Requests for information and forms concerning the retirement plan should be
directed to the Fund. Consultation with a competent financial and tax adviser
regarding the retirement plan is recommended.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund will endeavor to qualify annually for and elect tax treatment
applicable to a regulated investment company under Subchapter M of the Code.
Pursuant to the requirements of the Code, the Fund intends normally to
distribute substantially all of its net investment income and net realized
capital gains, if any, less any available capital loss carryover, to its
shareholders annually so as to avoid paying income tax on its net investment
income and net realized capital gains or being subject to a federal excise tax
on undistributed net investment income and net realized capital gains. For
federal income tax purposes, distributions by the Fund, whether invested in
additional shares of Common Stock or received in cash, will be taxable to the
Fund's shareholders except those shareholders that are not subject to tax on
their income.
Shareholders will be notified annually as to the federal tax status of
dividends and distributions. For federal income tax purposes, a shareholder's
cost for his shares is his basis and on redemption his gain or loss is the
difference between such basis and the redemption price. Distributions and
redemptions may also be taxed under state and local tax laws which may differ
from the Code.
BROKERAGE TRANSACTIONS
The Advisory Agreement authorizes the Adviser to select the brokers or
dealers that will execute the purchases and sales of the Fund's portfolio
securities. In placing purchase and sale orders for the Fund, it is the policy
of the Adviser to seek the best execution of orders at the most favorable price
in light of the overall quality of brokerage and research services provided.
The Advisory Agreement permits the Adviser to cause the Fund to pay a broker
which provides brokerage and research services to the Adviser a commission for
effecting securities transactions in excess of the amount another broker would
have charged for executing the transaction, provided the Adviser believes this
to be in the best interests of the Fund. Although the Fund does not intend to
market its shares through intermediary broker-dealers, the Fund may place
portfolio orders with broker-dealers who recommend the purchase of Fund shares
to clients if the Adviser believes the commissions and transaction quality are
comparable to that available from other brokers and allocate portfolio brokerage
on that basis.
CAPITAL STRUCTURE
The Fund's authorized capital consists of 10,000,000 shares of Common Stock.
Shareholders are entitled: (i) to one vote per full share of Common Stock; (ii)
to such distributions as may be declared by the Fund's Board of Directors out of
funds legally available; and (iii) upon liquidation, to participate ratably in
the assets available for distribution. There are no conversion or sinking fund
provisions applicable to the shares, and the holders have no preemptive rights
and may not cumulate their votes in the election of directors. Consequently the
holders of more than 50% of the shares of Common Stock voting for the election
of directors can elect the entire Board of Directors and in such event the
holders of the remaining shares voting for the election of directors will not be
able to elect any person or persons to the Board of Directors.
The Wisconsin Business Corporation Law permits registered investment
companies, such as the Fund, to operate without an annual meeting of
shareholders under specified circumstances if an annual meeting is not required
by the Act. The Fund has adopted the appropriate provisions in its Bylaws and
does not anticipate holding an annual meeting of shareholders to elect directors
unless otherwise required by the Act. The Fund has also adopted provisions in
its Bylaws for the removal of directors by its shareholders.
The shares are redeemable and are transferable. All shares issued and sold by
the Fund will be fully paid and nonassessable except as provided in Section
180.0622(2)(b) of the Wisconsin Business Corporation Law. Fractional shares of
Common Stock entitle the holder to the same rights as whole shares of Common
Stock. Firstar Trust Company, 615 East Michigan Street, Milwaukee, Wisconsin
53202 acts as the Fund's transfer agent and dividend disbursing agent.
The Fund will not issue certificates evidencing shares of Common Stock
purchased unless so requested in writing. Where certificates are not issued, the
shareholder's account will be credited with the number of shares purchased,
relieving shareholders of responsibility for safekeeping of certificates and the
need to deliver them upon redemption. Written confirmations are issued for all
purchases of Common Stock. Any shareholder may deliver certificates to Firstar
Trust Company and direct that his account be credited with the shares. A
shareholder may direct Firstar Trust Company at any time to issue a certificate
for his shares of Common Stock without charge.
SHAREHOLDER REPORTS
Shareholders will be provided at least semi-annually with a report showing
the Fund's portfolio and other information and annually after the close of the
Fund's fiscal year, which ends September 30, with an annual report containing
audited financial statements. Shareholders who have questions about the Fund
should call Firstar Trust Company 1-800-338-1579 or (414) 765-4124 or write to:
Fiduciary Capital Growth Fund, Inc., 225 East Mason Street, Milwaukee, Wisconsin
53202, Attention: Corporate Secretary.
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
FIDUCIARY CAPITAL GROWTH FUND AND NASDAQ COMPOSITE INDEX
AVERAGE ANNUAL TOTAL RETURN
1-YEAR +22.7%
5-YEAR +19.0%
10-YEAR +10.8%
Date Fiduciary Capital Growth Fund Nasdaq Composite Index
9/30/85 10,000 10,000
9/30/86 11,920 12,510
9/30/87 13,923 15,850
9/30/88 12,377 13,821
9/30/89 15,348 16,848
9/30/90 11,695 12,266
9/30/91 15,776 18,754
9/30/92 18,190 20,779
9/30/93 21,846 27,200
9/30/94 22,742 27,255
9/30/95 27,905 37,203
Past performance is not predictive of future performance.
PERFORMANCE INFORMATION
The Fund's average annual compounded rate of return refers to the rate of
return which, if applied to an initial investment in the Fund at the beginning
of a stated period and compounded over the period, would result in the
redeemable value of the investment in the Fund at the end of the stated period.
The calculation assumes reinvestment of all dividends and distributions and
reflects the effect of all recurring fees.
The results below show the value of an assumed initial investment of $10,000
made on December 18, 1981 through December 31, 1995, assuming reinvestment of
all dividends and distributions.
<TABLE>
<CAPTION>
Value of Value of
$10,000 Cumulative $10,000 Cumulative
December 31 Investment % Change December 31 Investment % Change
----------- ---------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1981 $10,010 +.1% 1989 $29,777 +197.8%
1982 14,532 +45.3 1990 26,297 +163.0
1983 18,731 +87.3 1991 35,831 +258.3
1984 17,942 +79.4 1992 41,008 +310.1
1985 23,312 +133.1 1993 47,032 +370.3
1986 23,325 +133.3 1994 47,213 +372.1
1987 21,261 +112.6 1995 59,726 +497.3
1988 25,254 +152.5
</TABLE>
The foregoing performance results are based on historical earnings and should
not be considered as representative of the performance of the Fund in the
future. An investment in the Fund will fluctuate in value and at redemption its
value may be more or less than the initial investment. The Fund may compare its
performance to other mutual funds with similar investment objectives and to the
industry as a whole, as reported by Lipper Analytical Services, Inc., Money,
Forbes, Business Week and Barron's magazines and The Wall Street Journal.
(Lipper Analytical Services, Inc. is an independent service that ranks over
1,000 mutual funds based upon total return performance.) The Fund may also
compare its performance to the Dow Jones Industrial Average, Nasdaq Composite
Index, Nasdaq Industrials Index, Value Line Composite Index, the Standard &
Poor's 500 Stock Index and the Consumer Price Index. Such comparisons may be
made in advertisements, shareholder reports or other communications to share-
holders.
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
The principal economic factors affecting the stock market during the fiscal
year ended September 30, 1995 were the strong corporate earnings reported in an
environment of moderate economic growth and low inflation which resulted in a
substantial decline in interest rates. These factors were important contributors
to the stock market rise which positively impacted the Fund's portfolio. The
Fund's managers have felt for some time that the technology stocks were
overvalued. Therefore the Fund's exposure to this area has been relatively
small. Inasmuch as technology stocks in general, and the very large companies
in particular, performed very well through September, the Fund's performance
tended to lag the Nasdaq Composite Index.
Fiduciary Capital Growth Fund, Inc.
- ------------------------------
This is a follow-up application
(Investment by wire transfer. See page 5 of the Prospectus.)
SHARE PURCHASE APPLICATION
Minimum Initial Investment $1,000
Minimum Subsequent Investment $100
Mail Completed Application to:
Fiduciary Capital Growth Fund, Inc.
c/o Firstar Trust Company
Mutual Fund Services
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
Overnight Express Mail to:
Fiduciary Capital Growth Fund, Inc.
c/o Firstar Trust Company
Mutual Fund Services, 3rd Floor
615 E. Michigan Street
Milwaukee, Wisconsin 53202
Use this form for individual, custodial, trust, profit-sharing or pension plan
accounts, including self-directed IRA and 401(k) plans. DO NOT USE THIS FORM
FOR FIDUCIARY CAPITAL GROWTH FUND, INC.-SPONSORED 401(K), IRA OR DEFINED
CONTRIBUTION PLANS (KEOGH OR CORPORATE PROFIT-SHARING AND MONEY-PURCHASE) WHICH
REQUIRE FORMS AVAILABLE FROM THE FUND. For information please call 1-800-338-
1579 or 1-414-765-4124.
ACCOUNT REGISTRATION
Individual Name______________________________________________________________
______________________________________________________________________________
Social Security Number Citizen of U.S. Other
Joint Owner*
- ------------------------------------------------------------------------------
Name
- ------------------------------------------------------------------------------
Social Security Number Citizen of U.S. Other
Gift to Minor
- ------------------------------------------------------------------------------
Custodian
- ------------------------------------------------------------------------------
Minor Minor's Birthdate
- ------------------------------------------------------------------------------
Minor's Social Security Number Citizen of U.S. Other
Corporation, Partnership or Other Entity
- ------------------------------------------------------------------------------
Name of Entity
- ------------------------------------------------------------------------------
Taxpayer Identification Number
A corporate resolution form or certificate is required for corporate accounts.
Trust, Estate or Guardianship *(Registration will be Joint Tenants with Rights
of Survivorship (JTWROS) unless otherwise specified)
- ------------------------------------------------------------------------------
Name
- ------------------------------------------------------------------------------
Name of Fiduciary(s)
- ------------------------------------------------------------------------------
Taxpayer Identification Number Date of Trust
Additional documentation and certification may be requested.
- ------------------------------------------------------------------------------
MAILING ADDRESS Send Duplicate Confirmations To:
- ------------------------------------------------------------------------------
Street, Apt. Name
- ------------------------------------------------------------------------------
City, State, Zip Code Street, Apt.
- ------------------------------------------------------------------------------
Daytime Phone Number City, State, Zip Code
- ------------------------------------------------------------------------------
INVESTMENT, PAYMENT
FOR INITIAL PURCHASE
AND DISTRIBUTIONS
BY CHECK
OR WIRE**<F2>
The Minimum Initial Investment Is $1,000 For Shares Of Fiduciary Capital Growth
Fund, Inc. Minimum Additions To The Fund Are $100.
DISTRIBUTION OPTIONS
Capital Gains Captial Gains
Capital Gains Reinvested In Cash Capital Gains
& Dividends & Dividends & Dividends & Dividends
Amount Reinvested In Cash Reinvested In Cash
$-----------------------------------------------------------------------------
(If no dividend option is checked, dividends and capital gains will be
reinvested.)
If you would like your cash payments automatically deposited to your checking
or savings account, please check the box at left and attach a voided check.
**<F2>Indicate date and total amount of wire:
Date Amount$
--------------------------- ------------------------------
WIRING INSTRUCTIONS: The establishment of a new account by wire transfer
should be preceded by a telephone call to Firstar Trust Company at 1-800-338-
1579 or 1-414-765-4124 to provide information for the setting up of the
account. A completed share purchase application also must be sent to Fiduciary
Capital Growth Fund, Inc. at the above address immediately following the
investment. A purchase request for the Fund should be wired through the Federal
Reserve System as follows:
Firstar Bank of Milwaukee, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
ABA Number 0750-00022
For credit to Firstar Trust Company
Account Number 112-952-137
For further credit to: Fiduciary Capital Growth Fund,
Inc.
Shareholder name:
------------------------------------------
Shareholder account number (if known):
---------------------
- ------------------------------------------------------------------------------
AUTOMATIC
INVESTMENT PLAN
Important: Attach an unsigned, voided check (for checking accounts) or a savings
account deposit slip here, and complete this form.
I would like to establish an Automatic Investment Plan for
Fiduciary Capital Growth Fund, Inc. as described in the Prospectus.
Based on these instructions, Firstar Trust Company, the Transfer
Agent for Fiduciary Capital Growth Fund, Inc., will automatically
transfer money directly from my checking or NOW account on the 5th
or 20th day of the month, or the first business day thereafter, to
purchase shares in Fiduciary Capital Growth Fund, Inc. If the
automatic purchase cannot be made due to insufficient funds or stop
payment, a $15 fee will be assessed.
Please start the Automatic Investment Plan on the 5th or 20th in
this month and year:
--------------------------------------
Please debit my bank account $ ($50 minimum) on a
---------------
monthly quarterly basis, to be invested in my Fiduciary Capital
Growth Fund, Inc. account (account number, if
known ).
--------------------------
I (we) authorize you via the ACH Network to honor all debit entries
initiated monthly OR quarterly through Firstar Bank of
Milwaukee, N.A. on behalf of the Firstar Trust Company. All such
debits are subject to sufficient collected funds in my account to
pay the debit when presented.
------------------------------------------------------------------
Name(s) on your Bank Account Signature of Bank Account Owner
---------------------------------
Signature of Joint Owner (if any)
-------------------------------
Account Number
- ------------------------------------------------------------------------------
SYSTEMATIC
WITHDRAWALS
A balance of at least $10,000 is required for this option.
I would like to withdraw from Fiduciary Capital Growth Fund, Inc.
$ (exact dollars per payment - $100 minimum)
-------------------
I would like to have payments made to me on or about the 19th day
of each month
OR
I would like to have payments made to me on or about the 19th of
these months:
Jan. Feb. Mar. Apr. May June July Aug. Sept.
Oct. Nov. Dec.
I would like my payments automatically deposited to my checking
or savings account. I have attached a voided check.
- ------------------------------------------------------------------------------
SIGNATURES AND
CERTIFICATION
Under penalties of perjury, I certify: (1) that the number shown on
this share purchase application is my correct taxpayer
identification number, and (2) that I am not subject to backup
withholding because either I have not been notified that I am
subject to backup withholding as a result of failure to report all
interest and dividends, or the Internal Revenue Service has
notified me that I am no longer subject to backup withholding. (If
you are subject to backup withholding, cross out all words
following (2) in this paragraph.)
------------------------------------------------------------------
Signature of Individual
------------------------------------------------------------------
Signature of Joint Owner
------------------------------------------------------------------
Date
I represent that (1) I have the legal capacity to make the purchase indicated
in this application, (2) I have received and reviewed the current Prospectus of
Fiduciary Capital Growth Fund, Inc. in which I am investing, (3) I have read
and understand the terms set forth in this application, and (4) I understand
that certificates for shares of Fiduciary Capital Growth Fund, Inc. will not be
issued.
- ----------------------------------------------------
Signatures of Officers, Partners, Trustees or Others
- ----------------------------------------------------
- ----------------------------------------------------
Date
FIDUCIARY CAPITAL GROWTH FUND, INC.
225 East Mason Street
Milwaukee, Wisconsin 53202
414-226-4555
BOARD OF DIRECTORS
TED D. KELLNER
THOMAS W. MOUNT
DONALD S. WILSON
INVESTMENT ADVISER
AND ADMINISTRATOR
FIDUCIARY MANAGEMENT, INC.
225 East Mason Street
Milwaukee, Wisconsin 53202
CUSTODIAN, TRANSFER AGENT
AND DIVIDEND DISBURSING AGENT
FIRSTAR TRUST COMPANY
615 East Michigan Street
Milwaukee, Wisconsin 53202
1-800-338-1579
or
414-765-4124
INDEPENDENT ACCOUNTANTS
PRICE WATERHOUSE LLP
100 East Wisconsin Avenue
Suite 1500
Milwaukee, Wisconsin 53202
LEGAL COUNSEL
FOLEY & LARDNER
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION January 31, 1996
FIDUCIARY CAPITAL GROWTH FUND, INC.
225 East Mason Street
Milwaukee, Wisconsin 53202
This Statement of Additional Information is not a prospectus and
should be read in conjunction with the prospectus of Fiduciary Capital
Growth Fund, Inc. dated January 31, 1996. Requests for copies of the
prospectus should be made by writing to Fiduciary Capital Growth Fund,
Inc., 225 East Mason Street, Milwaukee, Wisconsin 53202, Attention:
Corporate Secretary or by calling (414) 226-4555.
FIDUCIARY CAPITAL GROWTH FUND, INC.
Table of Contents
Page No.
Investment Restrictions . . . . . . . . . . . . . . . . . . . . 1
Directors and Officers of the Fund . . . . . . . . . . . . . . 3
Principal Shareholders . . . . . . . . . . . . . . . . . . . . 4
Investment Adviser and Administrator . . . . . . . . . . . . . 5
Determination of Net Asset Value and Performance . . . . . . . 7
Allocation of Portfolio Brokerage . . . . . . . . . . . . . . . 8
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Shareholder Meetings . . . . . . . . . . . . . . . . . . . . . 10
Independent Accountants . . . . . . . . . . . . . . . . . . . . 12
Financial Statements . . . . . . . . . . . . . . . . . . . . . 12
No person has been authorized to give any information or to make
any representations other than those contained in this Statement of
Additional Information and the Prospectus dated January 31, 1996 and, if
given or made, such information or representations may not be relied upon
as having been authorized by Fiduciary Capital Growth Fund, Inc.
This Statement of Additional Information does not constitute an
offer to sell securities.
INVESTMENT RESTRICTIONS
As set forth in the prospectus dated January 31, 1996 of
Fiduciary Capital Growth Fund, Inc. (the "Fund") under the caption
"Investment Objective and Policies", the primary investment objective of
the Fund is to produce long-term capital appreciation principally through
investing in common stocks. Current income is a secondary consideration.
Consistent with its investment objective, the Fund has adopted the
following investment restrictions which are matters of fundamental policy
and cannot be changed without approval of the holders of the lesser of:
(i) 67% of the Fund's shares present or represented at a shareholders
meeting at which the holders of more than 50% of such shares are present
or represented; or (ii) more than 50% of the outstanding shares of the
Fund.
1. The Fund will not purchase securities on margin,
participate in a joint-trading account, sell securities short, or write or
invest in put or call options. The Fund's investments in warrants, valued
at the lower of cost or market, will not exceed 5% of the value of the
Fund's net assets. Included within such amount, but not to exceed 2% of
the value of the Fund's net assets, may be warrants which are not listed
on the New York or American Stock Exchange.
2. The Fund will not borrow money or issue senior securities,
except for temporary bank borrowings (not in excess of 5% of the value of
its assets) for emergency or extraordinary purposes, and will not pledge
any of its assets except to secure borrowings and only to an extent not
greater than 10% of the value of the Fund's net assets.
3. The Fund will not lend money (except by purchasing publicly
distributed debt securities or entering into repurchase agreements
provided that repurchase agreements maturing in more than seven days plus
all other illiquid or not readily marketable securities will not exceed
10% of the Fund's total assets) and will not lend its portfolio
securities.
4. The Fund will not purchase securities of other investment
companies except (a) as part of a plan of merger, consolidation or
reorganization approved by the shareholders of the Fund or (b) securities
of registered closed-end investment companies on the open market where no
commission or profit results, other than the usual and customary broker's
commission and where as a result of such purchase the Fund would hold less
than 3% of any class of securities, including voting securities, of any
registered closed-end investment company and less than 5% of the Fund's
assets, taken at current value, would be invested in securities of
registered closed-end investment companies.
5. The Fund will not make investments for the purpose of
exercising control or management of any company.
6. The Fund will not purchase securities of any issuer (other
than the United States or an instrumentality of the Unites States) if, as
a result of such purchase, the Fund would hold more than 10% of any class
of securities, including voting securities, of such issuer or more than 5%
of the Fund's assets, taken at current value, would be invested in
securities of such issuer.
7. The Fund will not concentrate more than 25% of the value of
its assets, determined at the time an investment is made, exclusive of
government securities, in securities issued by companies primarily engaged
in the same industry.
8. 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 an officer, director or other affiliated person of its
investment adviser.
9. The Fund will not acquire or retain any security issued by
a company if any of the directors or officers of the Fund, or directors,
officers or other affiliated persons of its investment adviser
beneficially own more than 1/2% of such company's securities and all of
the above persons owning more than 1/2% own together more than 5% of its
securities.
10. The Fund will not act as an underwriter or distributor of
securities other than shares of the Fund and will not purchase any
securities which are restricted from sale to the public without
registration under the Securities Act of 1933, as amended.
11. The Fund will not purchase any interest in any oil, gas or
other mineral leases or any interest in any oil, gas or any other mineral
exploration or development program.
12. The Fund will not purchase or sell real estate or real
estate mortgage loans or real estate limited partnerships.
13. The Fund will not purchase or sell commodities or
commodities contracts or engage in arbitrage transactions.
DIRECTORS AND OFFICERS OF THE FUND
The name, age, address, principal occupations during the past
five years and other information with respect to each of the directors and
officers of the Fund are as follows:
TED D. KELLNER*, 49
225 East Mason Street
Milwaukee, Wisconsin
(PRESIDENT, TREASURER AND A DIRECTOR OF THE FUND)
Mr. Kellner is Chairman of the Board and Chief Executive Officer
of Fiduciary Management, Inc., an investment advisory firm, which he co-
founded with Mr. Donald S. Wilson in 1980.
THOMAS W. MOUNT, 64
401 Pine Terrace
Oconomowoc, Wisconsin
(A DIRECTOR OF THE FUND)
Mr. Mount is retired Chairman and a director of Stokely USA,
Inc., a canned and frozen food processor and was employed by such firm in
various capacities since 1957.
DONALD S. WILSON*, 52
225 East Mason Street
Milwaukee, Wisconsin
(VICE PRESIDENT, SECRETARY AND A DIRECTOR OF THE FUND)
Mr. Wilson is President and Treasurer of Fiduciary Management,
Inc.
GARY G. WAGNER, 52
225 East Mason Street
Milwaukee, Wisconsin
(VICE PRESIDENT AND ASSISTANT SECRETARY OF THE FUND)
Mr. Wagner has been Executive Vice President of Fiduciary
Management, Inc. since July 1, 1987.
During the fiscal year ended September 30, 1995 the Fund paid
$900 in director's fees. The Fund's standard method of compensating
directors is to pay each director who is not an officer of the Fund a fee
of $600 for each meeting of the Board of Directors attended.
_____________________
* Messrs. Kellner and Wilson are directors who are "interested persons" of
the Fund as that term is defined in the Investment Company Act of 1940.
COMPENSATION TABLE
Pension or
Retirement Total Compen-
Benefits Estimated sation from
Aggregate Accrued as Annual Corporation and
Compensation Part of Benefits Fund Complex
from Fund Upon Paid to
Name of Person Corporation Expenses Retirement Director
Ted D. Kellner $0 $0 $0 $0
Thomas W. Mount 0 0 0 450
Donald S. Wilson 0 0 0 0
Gary G. Wagner 0 0 0 0
PRINCIPAL SHAREHOLDERS
Set forth below are the names and addresses of all holder's of
the Fund's Common Stock who as of December 31, 1995 beneficially owned
more than 5% of the then outstanding shares of the Fund's Common Stock as
well as the number of shares of the Fund's Common Stock beneficially owned
by Ted D. Kellner, Donald S. Wilson and all officers and directors of the
Fund as a group, indicating in each case whether the person has sole or
shared power to vote or dispose of such shares.
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent
Sole Power Shared Power Aggregate of Class
Resource Trust Company -0- 410,370 410,370 18.9%
900 Second Avenue South
Minneapolis, MN 55402
Ted D. Kellner 46,290(1) 233,982(2) 280,272 12.9%
225 E. Mason Street (3)(4)
Milwaukee, WI 53202
Donald S. Wilson 4,799 210,623(3)(4) 215,422 9.9%
225 E. Mason Street
Milwaukee, WI 53202
Officers & Directors 285,684(1) 13.1%
as a group (4 (2)(3)(4)
persons)
______________________
(1) Includes 8,953 shares held under several custodial accounts for
Mr. Kellner's children and 7,441 shares held by an investment
partnership over which Mr. Kellner has voting and investment
authority.
(2) Includes 23,359 shares held in a trust for which Mr. Kellner is
a co-trustee and co-beneficiary.
(3) Includes 94,141 shares owned by the Adviser's profit sharing
plan and 87,007 shares owned by the Adviser's pension plan, for
which Messrs. Kellner and Wilson are co-trustees, and 29,475
shares owned by the Adviser, but does not include 122,255 shares
in accounts managed by the Adviser and over which the Adviser
has investment authority.
(4) Messrs. Kellner and Wilson share the power to vote and dispose
of the same 210,623 shares.
INVESTMENT ADVISER AND ADMINISTRATOR
As set forth in the Prospectus under the caption "Management of
the Fund" the investment adviser and administrator to the Fund is
Fiduciary Management, Inc. (the "Adviser"). The Adviser is wholly-owned
by Ted D. Kellner and Donald S. Wilson. The Adviser's executive officers
include Messrs. Kellner, Wilson, Mr. Gary G. Wagner, Executive Vice
President, Ms. Maria Blanco, Senior Vice President and Secretary, Mr.
Patrick English, Senior Vice President, Ms. Camille Wildes, Vice President
and Ms. Jody Koteski, Vice President. The directors of the Adviser are
Messrs. Kellner and Wilson.
Pursuant to an investment advisory agreement between the Fund
and the Adviser (the "Advisory Agreement") the Adviser furnishes
continuous investment advisory services to the Fund. During the fiscal
years ended September 30, 1995, September 30, 1994 and September 30, 1993,
respectively, the Fund paid the Adviser fees of $382,808, $386,761 and
$400,934.
The Fund pays all of its expenses not assumed by the Adviser
pursuant to the Advisory Agreement or the Administration Agreement
described below including, but not limited to, the professional costs of
preparing and the costs of 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 printing
and distribution cost of prospectuses mailed to existing shareholders, the
cost of stock certificates, director and officer liability insurance,
reports to shareholders, reports to government authorities and proxy
statements, interest charges, brokerage commissions and expenses in
connection with portfolio transactions. The Fund also pays the fees of
directors who are not interested persons of the Adviser or officers or
employees of the Fund, salaries of administrative and clerical personnel,
association membership dues, auditing and accounting services, fees and
expenses of any custodian or trustees having custody of Fund assets,
expenses of repurchasing and redeeming shares, printing and mailing
expenses, 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 any problems related
thereto.
The Adviser has undertaken to reimburse the Fund to the extent
that the aggregate annual operating expenses, including the investment
advisory fee and the administration fee but excluding interest, taxes,
brokerage commissions and extraordinary items, exceed that percentage of
the daily net assets of the Fund for such year, as determined by
valuations made as of the close of each business day of the year, which is
the most restrictive percentage provided by the state laws of the various
states in which the Common Stock is qualified for sale or, if the states
in which the Common Stock is qualified for sale impose no such
restrictions, 2%. As of the date of this Statement of Additional
Information the percentage applicable to the Fund is 2-1/2% on the first
$30,000,000 of its daily net assets, 2% on the next $70,000,000 of its
daily net assets and 1-1/2% on daily net assets in excess of $100,000,000.
The Fund monitors its expense ratio on a monthly basis. If the accrued
amount of the expenses of the Fund exceeds the expense limitation, the
Fund creates an account receivable from the Adviser for the amount of such
excess. In such a situation the monthly payment of the Adviser's fee will
be reduced by the amount of such excess, subject to adjustment month by
month during the balance of the Fund's fiscal year if accrued expenses
thereafter fall below this limit. No expense reimbursement was required
during the fiscal years ended September 30, 1995, September 30, 1994 and
September 30, 1993.
As set forth in the Prospectus under the caption "Management of
the Fund" the Adviser is also the administrator to the Fund. Pursuant to
an administration agreement (the "Administration Agreement") between the
Fund and the Adviser, the Adviser supervises all aspects of the Fund's
operations except those performed by it as investment adviser. In
connection with such supervision the Adviser prepares and maintains the
books, accounts and other documents required by the Investment Company Act
of 1940 (the "Act"), determines the Fund's net asset value, responds to
shareholder inquiries, prepares the Fund's financial statements, prepares
reports and filings with the Securities and Exchange Commission and with
state Blue Sky authorities, furnishes statistical and research data,
clerical, accounting and bookkeeping services and stationery and office
supplies, keeps and maintains the Fund's financial accounts and records
and generally assists in all aspects of the Fund's operations. During the
fiscal years ended September 30, 1995, September 30, 1994 and September
30, 1993 the Fund paid the Adviser fees of $35,520, $35,784 and $36,728,
respectively, pursuant to the Administration Agreement.
The Advisory Agreement and the Administration Agreement will
remain in effect as long as their continuance is specifically approved at
least annually, by (i) the Board of Directors of the Fund, or by the vote
of a majority (as defined in the Act) of the outstanding shares of the
Fund, and (ii) by the vote of a majority of the directors of the Fund who
are not parties to the Advisory Agreement or the Administration Agreement
or interested persons of the Adviser, cast in person at a meeting called
for the purpose of voting on such approval. Both the Advisory Agreement
and the Administration Agreement provide that they may be terminated at
any time without the payment of any penalty, by the Board of Directors of
the Fund or by vote of a majority of the Fund's shareholders, on sixty
days' written notice to the Adviser, and by the Adviser on the same notice
to the Fund and that they shall be automatically terminated if they are
assigned.
The Advisory Agreement and the Administration Agreement provide
that the Adviser shall not be liable to the Fund or its shareholders for
anything other than willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations or duties. The Advisory Agreement
and the Administration Agreement also provide that the Adviser and its
officers, directors and employees may engage in other businesses, devote
time and attention to any other business whether of a similar or
dissimilar nature, and render services to others.
DETERMINATION OF NET ASSET VALUE AND PERFORMANCE
As set forth in the Prospectus under the caption "Determination
of Net Asset Value" the net asset value of the Fund will be determined as
of the close of regular trading (4:00 P.M. Eastern Time) on each day the
New York Stock Exchange is open for trading. The New York Stock Exchange
is open for trading Monday through Friday except New Year's Day,
Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day. Additionally, if any of the
aforementioned holidays falls on a Saturday, the New York Stock Exchange
will not be open for trading on the preceding Friday and when any such
holiday falls on a Sunday, the New York Stock Exchange will not be open
for trading on the succeeding Monday, unless unusual business conditions
exist, such as the ending of a monthly or the yearly accounting period.
Any total rate of return quotation for the Fund will be for a
period of three or more months and will assume the reinvestment of all
dividends and capital gains distributions which were made by the Fund
during that period. Any period total rate of return quotation of the Fund
will be calculated by dividing the net change in value of a hypothetical
shareholder account established by an initial payment of $1,000 at the
beginning of the period by 1,000. The net change in the value of a
shareholder account is determined by subtracting $1,000 from the product
obtained by multiplying the net asset value per share at the end of the
period by the sum obtained by adding (A) the number of shares purchased at
the beginning of the period plus (B) the number of shares purchased during
the period with reinvested dividends and distributions. Any average
annual compounded total rate of return quotation of the Fund will be
calculated by dividing the redeemable value at the end of the period
(i.e., the product referred to in the preceding sentence) by $1,000. A
root equal to the period, measured in years, in question is then
determined and 1 is subtracted from such root to determine the average
annual compounded total rate of return.
The foregoing computation may also be expressed by the following
formula:
n
P(1+T) = ERV
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the stated
periods at the end of the stated periods.
ALLOCATION OF PORTFOLIO BROKERAGE
Decisions to buy and sell securities for the Fund are made by
the Adviser subject to review by the Fund's Board of Directors. In
placing purchase and sale orders for portfolio securities for the Fund, it
is the policy of the Adviser to seek the best execution of orders at the
most favorable price in light of the overall quality of brokerage and
research services provided, as described in this and the following
paragraph. In selecting brokers to effect portfolio transactions, the
determination of what is expected to result in best execution at the most
favorable price involves a number of largely judgmental considerations.
Among these are the Adviser's evaluation of the broker's efficiency in
executing and clearing transactions, block trading capability (including
the broker's willingness to position securities) and the broker's
financial strength and stability. The most favorable price to the Fund
means the best net price without regard to the mix between purchase or
sale price and commission, if any. Over-the-counter securities are
generally purchased and sold directly with principal market makers who
retain the difference in their cost in the security and its selling price.
In some instances, the Adviser feels that better prices are available from
non-principal market makers who are paid commissions directly. Although
the Fund does not intend to market its shares through intermediary broker-
dealers, the Fund may place portfolio orders with broker-dealers who
recommend the purchase of Fund shares to clients if the Adviser believes
the commissions and transaction quality are comparable to that available
from other brokers and may allocate portfolio brokerage on that basis.
In allocating brokerage business for the Fund, the Adviser also
takes into consideration the research, analytical, statistical and other
information and services provided by the broker, such as general economic
reports and information, reports or analyses of particular companies or
industry groups, market timing and technical information, and the
availability of the brokerage firm's analysts for consultation. While the
Adviser believes these services have substantial value, they are
considered supplemental to the Adviser's own efforts in the performance of
its duties under the Advisory Agreement. Other clients of the Adviser may
indirectly benefit from the availability of these services to the Adviser,
and the Fund may indirectly benefit from services available to the Adviser
as a result of transactions for other clients. The Advisory Agreement
provides that the Adviser may cause the Fund to pay a broker which
provides brokerage and research services to the Adviser a commission for
effecting a securities transaction in excess of the amount another broker
would have charged for effecting the transaction, if the Adviser
determines in good faith that such amount of commission is reasonable in
relation to the value of brokerage and research services provided by the
executing broker viewed in terms of either the particular transaction or
the Adviser's overall responsibilities with respect to the Fund and the
other accounts as to which it exercises investment discretion. Brokerage
commissions paid by the Fund during the fiscal years ended September 30,
1995, September 30, 1994 and September 30, 1993 totaled $41,379 on total
transactions of $26,115,547, $53,101 on total transactions of $25,508,540
and $47,235 on total transactions of $27,122,111, respectively. All of
the brokers to whom commissions were paid provided research services to
the Adviser.
CUSTODIAN
Firstar Trust Company, 615 East Michigan Street, Milwaukee,
Wisconsin 53202, acts as custodian for the Fund. As such, Firstar Trust
Company holds all securities and cash of the Fund, delivers and receives
payment for securities sold, receives and pays for securities purchased,
collects income from investments and performs other duties, all as
directed by officers of the Fund. Firstar Trust Company does not exercise
any supervisory function over the management of the Fund, the purchase and
sale of securities or the payment of distributions to shareholders.
Firstar Trust Company also acts as the Fund's transfer agent and dividend
disbursing agent.
TAXES
As set forth in the Prospectus under the caption "Dividends,
Distributions and Taxes" the Fund will endeavor to qualify annually for
and elect tax treatment applicable to a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended.
Dividends from the Fund's net investment income and
distributions from the Fund's net realized capital gains are taxable to
shareholders as ordinary income, whether received in cash or in additional
shares of Common Stock. The 70% dividends-received deduction for
corporations will apply to such dividends and distributions, subject to
proportionate reductions if the aggregate dividends received by the Fund
from domestic corporations in any year are less than 100% of the Fund's
gross income.
Any dividend or capital gain distribution paid shortly after a
purchase of shares of Common Stock, will have the effect of reducing the
per share net asset value of such shares by the amount of the dividend or
distribution. Furthermore, if the net asset value of the shares of Common
Stock immediately after a dividend or distribution is less than the cost
of such shares to the shareholder, the dividend or distribution will be
taxable to the shareholder even though it results in a return of capital
to him.
The Fund may be required to withhold Federal income tax at a
rate of 31% ("backup withholding") from dividend payments and redemption
proceeds if a shareholder fails to furnish the Fund with his social
security or other tax identification number and certify under penalty of
perjury that such number is correct and that he is not subject to backup
withholding due to the under reporting of income. The certification form
is included as part of the share purchase application and should be
completed when the account is opened.
SHAREHOLDER MEETINGS
The Wisconsin Business Corporation Law permits registered
investment companies, such as the Fund, to operate without an annual
meeting of shareholders under specified circumstances if an annual meeting
is not required by the Act. The Fund has adopted the appropriate
provisions in its bylaws and may, at its discretion, not hold an annual
meeting in any year in which none of the following matters is required to
be acted upon by the shareholders under the Act: (i) election of
directors; (ii) approval of an investment advisory agreement; (iii)
ratification of the selection of auditors; and (iv) approval of a
distribution agreement.
The Fund's bylaws also contain procedures for the removal of
directors by its shareholders. At any meeting of shareholders, duly
called and at which a quorum is present, the shareholders may, by the
affirmative vote of the holders of a majority of the votes entitled to be
cast thereon, remove any director or directors from office and may elect a
successor or successors to fill any resulting vacancies for the unexpired
terms of removed directors.
Upon the written request of the holders of shares entitled to
not less than ten percent (10%) of all the votes entitled to be cast at
such meeting, the Secretary of the Fund shall promptly call a special
meeting of shareholders for the purpose of voting upon the question of
removal of any director. Whenever ten or more shareholders of record who
have been such for at least six months preceding the date of application,
and who hold in the aggregate either shares having a net asset value of at
least $25,000 or at least one percent (1%) of the total outstanding
shares, whichever is less, shall apply to the Fund's Secretary in writing,
stating that they wish to communicate with other shareholders with a view
to obtaining signatures to a request for a meeting as described above and
accompanied by a form of communication and request which they wish to
transmit, the Secretary shall within five business days after such
application either: (1) afford to such applicants access to a list of the
names and addresses of all shareholders as recorded on the books of the
Fund; or (2) inform such applicants as to the approximate number of
shareholders of record and the approximate cost of mailing to them the
proposed communication and form of request.
If the Secretary elects to follow the course specified in clause
(2) of the last sentence of the preceding paragraph, the Secretary, upon
the written request of such applicants, accompanied by a tender of the
material to be mailed and of the reasonable expenses of mailing, shall,
with reasonable promptness, mail such material to all shareholders of
record at their addresses as recorded on the books unless within five
business days after such tender the Secretary shall mail to such
applicants and file with the Securities and Exchange Commission, together
with a copy of the material to be mailed, a written statement signed by at
least a majority of the Board of Directors to the effect that in their
opinion either such material contains untrue statements of fact or omits
to state facts necessary to make the statements contained therein not
misleading, or would be in violation of applicable law, and specifying the
basis of such opinion.
After opportunity for hearing upon the objections specified in
the written statement so filed, the Securities and Exchange Commission
may, and if demanded by the Board of Directors or by such applicants
shall, enter an order either sustaining one or more of such objections or
refusing to sustain any of them. If the Securities and Exchange
Commission shall enter an order refusing to sustain any of such
objections, or if, after the entry of an order sustaining one or more of
such objections, the Securities and Exchange Commission shall find, after
notice and opportunity for hearing, that all objections so sustained have
been met, and shall enter an order so declaring, the Secretary shall mail
copies of such material to all shareholders with reasonable promptness
after the entry of such order and the renewal of such tender.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP, 100 East Wisconsin Avenue, Suite 1500,
Milwaukee, Wisconsin 53202 currently serves as the independent accountants
for the Fund and has so served since the fiscal year ended September 30,
1989.
FINANCIAL STATEMENTS
The following financial statements are herein incorporated by
reference from the Fiduciary Capital Growth Fund, Inc. Annual Report dated
September 30, 1995 (File No. 811-3235), as filed with the Securities and
Exchange Commission through the EDGAR System on November 7, 1995:
Report of Independent Accountants
Statement of Net Assets as of September 30, 1995
Statement of Operations for the year ended
September 30, 1995
Statements of Changes in Net Assets for the years
ended September 30, 1995 and 1994
Financial Highlights
Notes to Financial Statements
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a.) Financial Statements (Financial Highlights included in Part A
and all incorporated by reference to the Fiduciary Capital
Growth Fund, Inc. Annual Report dated September 30, 1995 (File
No. 811-3235) as filed with the Securities and Exchange
Commission on November 7, 1995 in Part B).
Report of Independent Accountants
Statement of Net Assets as of September 30, 1995
Statement of Operations for the year ended September
30, 1995
Statements of Changes in Net Assets for the years
ended September 30, 1995 and 1994
Financial Highlights
Notes to Financial Statements
(b.) Exhibits
(1) Registrant's Articles of Incorporation, as
amended; Exhibit 1 to Amendment No. 1 to
Registrant's Registration Statement on Form N-1
is incorporated by reference pursuant to Rule 411
under the Securities Act of 1933.
(2) Registrant's By-Laws, as amended; Exhibit 2 to
Amendment No. 13 to Registrant's Registration
Statement on Form N-1A is incorporated by
reference pursuant to Rule 411 under the
Securities Act of 1933.
(3) None
(4) Specimen Stock Certificate; Exhibit 4 to
Amendment No. 1 to Registrant's Registration
Statement on Form N-1 is incorporated by
reference pursuant to Rule 411 under the
Securities Act of 1933.
(5) Investment Advisory Agreement; Exhibit 5 to
Amendment No. 1 to Registrant's Registration
Statement on Form N-1 is incorporated by
reference pursuant to Rule 411 under the
Securities Act of 1933.
(6) None
(7) None
(8) Custodian Agreement with Firstar Trust Company;
Exhibit 8 to Amendment No. 1 to Registrant's
Registration Statement on Form N-1 is
incorporated by reference pursuant to Rule 411
under the Securities Act of 1933.
(9) Administration Agreement; Exhibit 9 to Amendment
No. 10 to Registrant's Registration Statement on
Form N-1A is incorporated by reference pursuant
to Rule 411 under the Securities Act of 1933.
(10) Opinion of Foley & Lardner, counsel for
Registrant; Exhibit 10 to Amendment No. 13 to
Registrant's Registration Statement on Form N-1A
is incorporated by reference pursuant to Rule 411
under the Securities Act of 1933.
(11) Consent of Price Waterhouse LLP
(12) None
(13) Subscription Agreement; Exhibit 13 to Amendment
No. 1 to Registrant's Registration Statement on
Form N-1 is incorporated by reference pursuant to
Rule 411 under the Securities Act of 1933.
(14.1) Fiduciary Funds Individual Retirement Account;
Exhibit 14.1 to Amendment No. 10 to Registrant's
Registration Statement on Form N-1A is
incorporated by reference pursuant to Rule 411
under the Securities Act of 1933.
(14.2) Fiduciary Funds Self-Employed Retirement Plan;
Exhibit 14.2 to Amendment No. 12 to Registrant's
Registration Statement on Form N-1A is
incorporated by reference pursuant to Rule 411
under the Securities Act of 1933.
(14.3) Fiduciary Funds Simplified Employee Pension
Individual Retirement Account; Exhibit 14.3 to
Amendment No. 14 to Registrant's Registration
Statement on Form N-1A is incorporated by
reference pursuant to Rule 411 under the
Securities Act of 1933.
(14.4) Amendments to Defined Contribution Retirement
Plan; Exhibit 14.4 to Amendment No. 16 to
Registrant's Registration Statement on Form N-1A
is incorporated by reference pursuant to Rule 411
under the Securities Act of 1933.
(15) None
(16) Schedule for Computation of Performance
Quotations
(17) Financial Data Schedule
(18) None
Item 25. Persons Controlled by or under Common Control with Registrant
Registrant is not controlled by any person. Registrant neither
controls any person nor is any person under common control with
Registrant.
Item 26. Number of Holders of Securities
Title of Class As of December 31, 1995
Common Stock, $.01 par value 906
Item 27. Indemnification
Pursuant to the authority of the Wisconsin Business Corporation
Law, Registrant's Board of Directors has adopted the following By-Law
which is in full force and effect and has not been modified or cancelled:
Article VII
INDEMNIFICATION
7.01 Provision of Indemnification. The corporation shall
indemnify all of its corporate representatives against expenses,
including attorney's fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by them in connection
with the defense of any action, suit or proceeding, or threat or
claim of such action suit or proceeding, whether civil, criminal,
administrative, or legislative, no matter by whom brought, or in any
appeal in which they or any of them are made parties or a party by
reason of being or having been a corporate representative, if the
corporate representative acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of
the corporation and with respect to any criminal proceeding, he had
no reasonable cause to believe his conduct was unlawful provided that
the corporation shall not indemnify corporate representatives in
relation to matters as to which any such corporate representative
shall be adjudged in such action, suit or proceeding to be liable for
gross negligence, willful misfeasance, bad faith, reckless disregard
of the duties and obligations involved in the conduct of his office,
or when indemnification is otherwise not permitted by the Wisconsin
Business Corporation Law.
7.02 Determination of Right to Indemnification. In the absence
of an adjudication which expressly absolves the corporate
representative, or in the event of a settlement, each corporate
representative shall be indemnified hereunder only if a determination
that indemnification of the corporate representative is proper
because he has met the applicable standard of conduct set forth in
Section 7.01. Such determination shall be made: (i) by the board of
directors, by a majority vote of a quorum which consists of directors
who were not parties to the action, suit or proceeding; or (ii) if
the required quorum is not obtainable or if a quorum of disinterested
directors so direct, by independent legal counsel in a written
opinion. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person was guilty of willful misfeasance, bad
faith, gross negligence or reckless disregard to the duties and
obligations involved in the conduct of his or her office, and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
7.03 Allowance of Expenses. Expenses, including attorneys'
fees, incurred in the preparation of and/or presentation of the
defense of a civil or criminal action, suit or proceeding may be paid
by the corporation in advance of the final disposition of such
action, suit or proceeding as authorized in the manner provided in
Sections 180.0853 or 180.0856 of the Wisconsin Business Corporation
Law upon receipt of an undertaking by or on behalf of the corporate
representative, secured by a surety bond or other similar insurance
paid for by such corporate representative, to repay such amount
unless it shall ultimately be determined that he or she is entitled
to be indemnified by the corporation as authorized in this by-law.
7.04 Additional Rights to Indemnification. The indemnification
provided by this by-law shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under these by-
laws, any agreement, vote of shareholders or disinterested directors
or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person subject to the
limitations imposed from time to time by the Investment Company Act
of 1940, as amended.
7.05 Insurance. This corporation shall have power to purchase
and maintain insurance on behalf of any corporate representative
against any liability asserted against him or her and incurred by him
or her in such capacity or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him
or her against such liability under this by-law, provided that no
insurance may be purchased or maintained to protect any corporate
representative against liability for gross negligence, willful
misfeasance, bad faith, or reckless disregard of the duties and
obligations involved in the conduct of his or her office.
7.06 Definitions. "Corporate Representative" means an
individual who is or was a director, officer, agent or employee of
the corporation or who serves or served another corporation,
partnership, joint venture, trust or other enterprise in one of these
capacities at the request of the corporation and who, by reason of
his or her position, is, was or is threatened to be made a party to a
proceeding described herein.
In reference to Article VII, Section 7.01 of the By-laws,
Section 180.0851 of the Wisconsin Business Corporation Law provides for
mandatory indemnification (a) if a corporate representative was successful
on the merits or otherwise in the defense of a proceeding, and (b) if the
corporate representative was not successful on the merits or otherwise but
the liability incurred was not the result of a breach or failure to
perform a duty which constituted any of the following: (1) a willful
failure to deal fairly with the corporation or its shareholders in
connection with a matter in which the corporate representative has a
material conflict of interest; (2) a violation of criminal law, unless the
corporate representative had reasonable cause to believe his or her
conduct was lawful or no reasonable cause to believe his or her conduct
was unlawful; (3) a transaction from which the corporate representative
derived an improper personal profit; or (4) willful misconduct.
Insofar as indemnification for and with respect to liabilities
arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of Registrant pursuant to the foregoing
provisions or otherwise, Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by Registrant of expenses incurred or paid by a
director, officer or controlling person or Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
Information with respect to Messrs. Kellner and Wilson is
incorporated by reference to pages 3 and 4 of the Statement of Additional
Information pursuant to Rule 411 under the Securities Act of 1933. Mr.
Gary Wagner, Executive Vice President of Fiduciary Management, Inc., was
from September, 1984 until December 31, 1987 Executive Vice President of
Resource Capital Advisers, Inc., an investment advisory firm, formerly
located at 222 East Mason Street, Milwaukee, Wisconsin 53202.
Item 29. Principal Underwriters
Registrant has no principal underwriters.
Item 30. Location of Accounts and Records
All accounts, books, or other documents required to be
maintained by Section 31(a) of the Investment Company Act of 1940 and the
rules promulgated thereunder are in the physical possession of
Registrant's Treasurer, Ted D. Kellner, at Registrant's corporate offices,
225 East Mason Street, Milwaukee, Wisconsin 53202.
Item 31. Management Services
All management-related service contracts entered into by
Registrant are discussed in Parts A and B of this registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that it meets
all of the requirements for effectiveness of this Amended Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amended Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Milwaukee
and State of Wisconsin on the 25th day of January, 1996.
FIDUCIARY CAPITAL GROWTH FUND, INC.
(Registrant)
By: /s/ Ted D. Kellner
Ted D. Kellner, President
Pursuant to the requirements of the Securities Act of 1933, this
Amended Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
Name Title Date
/s/ Ted D. Kellner Principal Executive, January 25, 1996
Ted D. Kellner Financial and Accounting
Officer and Director
/s/ Donald S. Wilson
Donald S. Wilson Director January 25, 1996
/s/ Thomas W. Mount
Thomas W. Mount Director January 25, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
(1) Registrant's Articles of Incorporation,
as amended*
(2) Registrant's By-Laws, as
amended*
(3) None
(4) Specimen Stock Certificate*
(5) Investment Advisory Agreement*
(6) None
(7) None
(8) Custodian Agreement with First
Wisconsin Trust Company*
(9) Administration Agreement*
(10) Opinion of Foley & Lardner, counsel for
Registrant*
(11) Consent of Price Waterhouse LLP
(12) None
(13) Subscription Agreement*
(14.1) Fiduciary Funds Individual Retirement
Account*
(14.2) Fiduciary Funds Self-Employed
Retirement Plan*
(14.3) Fiduciary Funds Simplified Employee
Pension Individual Retirement Account*
(14.4) Amendments to Defined Contribution
Retirement Plan*
(15) None
(16) Schedule for Computation of Performance
Quotations
(17) Financial Data Schedule
(18) None
___________________________
*Incorporated by reference.
EXHIBIT 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
prospectus and Statement of Additional Information constituting parts of
this Post-Effective Amendment No. 16 to the registration statement on
Form N-1A (the "Registration Statement") of our report dated October 25,
1995, relating to the financial statements and financial highlights
appearing in the September 30, 1995 Annual report to Shareholders of
Fiduciary Capital Growth Fund, Inc., portions of which are incorporated by
reference into the Registration Statement. We also consent to the
reference to us under the heading "Financial Highlights" in the Prospectus
and to the reference to us under the heading "Independent Accountants" in
the Statement of Additional Information.
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
January 29, 1996
EXHIBIT 16
Schedule for Computation of Performance Quotation
FIDUCIARY CAPITAL GROWTH FUND, INC.
1. Initial (September 30, 1994) Net Asset Value = $19.52
2. Number of hypothetical shares purchased =
$1,000 divided by $19.52 = 51.230 shares
3. Amount of dividends and distributions =
10/25/94 - $0.03683 per share x 51.230 = $ 1.89 /$17.53 = 0.108 shares
10/25/94 - $1.88352 per share x 51.230 = $96.49 /$17.53 = 5.504 shares
Total = 5.612 shares
4. Fees charged to shareholder accounts = 0
5. Ending (September 30, 1995) Net Asset Value = $21.58
6. Ending Redeemable value of hypothetical investment =
51.23 + 5.612 = 56.842 x $21.58 = $1,226.65
7. Total Return = ($1226.65 - $1,000) divided by $1,000 = + 22.67%
8. Annualized Compounded Return = 22.67%
Number of years = 1
<PAGE>
1. Initial (September 30, 1990) Net Asset Value = $14.16
2. Number of hypothetical shares purchased =
$1,000 divided by $14.16 = 70.621 shares
3. Amount of dividends and distributions =
10/24/90 - $0.16 per share x 70.621 = $ 11.30 /$12.93 = 0.874 shares
10/24/90 - $0.7555 per share x 70.621 = $ 53.35 /$12.93 = 4.126 shares
12/28/90 - $0.07 per share x 75.621 = $ 5.29 /$14.17 = 0.373 shares
12/28/90 - $0.165 per share x 75.621 = $ 12.48 /$14.17 = 0.881 shares
10/24/91 - $0.1202 per share x 76.875 = $ 9.24 /$16.35 = 0.565 shares
10/24/91 - $1.2297 per share x 76.875 = $ 94.53 /$16.35 = 5.782 shares
12/30/91 - $0.04 per share x 83.222 = $ 3.33 /$17.76 = 0.188 shares
12/30/91 - $0 per share x 83.222 = $ 0.00 /$17.76 = 0.000 shares
10/23/92 - $0.0613 per share x 83.410 = $ 5.11 /$17.00 = 0.301 shares
10/23/92 - $1.7063 per share x 83.410 = $142.32 /$17.00 = 8.372 shares
12/30/92 - $0.0445 per share x 92.083 = $ 4.10 /$18.29 = 0.224 shares
12/30/92 - $0.1505 per share x 92.083 = $ 13.86 /$18.29 = 0.758 shares
10/25/93 - $0.025 per share x 93.065 = $ 2.33 /$19.11 = 0.122 shares
10/25/93 - $0.9984 per share x 93.065 = $ 92.92 /$19.11 = 4.862 shares
12/30/93 - $0.025 per share x 98.049 = $ 2.45 /$19.49 = 0.126 shares
12/30/93 - $0.297 per share x 98.049 = $ 29.12 /$19.49 = 1.494 shares
10/25/94 - $0.03683 per share x 99.669 = $ 3.67 /$17.53 = 0.209 shares
10/25/94 - $1.88352 per share x 99.669 = $187.73 /$17.53 = 10.709 shares
Total = 39.966 shares
4. Fees charged to shareholder accounts = 0
5. Ending (September 30, 1995) Net Asset Value = $21.58
6. Ending Redeemable value of hypothetical investment =
70.621 + 39.966 = 110.587 x $21.58 = $2,386.47
7. Total Return = ($2386.47 - $1,000) divided by $1,000 = + 138.65%
8. Annualized Compounded Return = 19.00%
Number of years = 5
<PAGE>
1. Initial (September 30, 1985) Net Asset Value = $19.10
2. Number of hypothetical shares purchased =
$1,000 divided by $19.10 = 52.356 shares
3. Amount of dividends and distributions =
10/18/85 - $0.1938 per share x 52.356 = $ 10.15 /$19.36 = 0.524 shares
10/18/85 - $0.0339 per share x 52.356 = $ 1.77 /$19.36 = 0.091 shares
10/23/86 - $0.1031 per share x 52.971 = $ 5.46 /$19.19 = 0.285 shares
10/23/86 - $3.6836 per share x 52.971 = $195.12 /$19.19 = 10.168 shares
10/23/87 - $0.1262 per share x 63.424 = $ 8.00 /$12.79 = 0.625 shares
10/23/87 - $3.2638 per share x 63.424 = $207.00 /$12.79 = 16.185 shares
12/29/87 - $0.0173 per share x 80.234 = $ 1.39 /$12.55 = 0.111 shares
12/29/87 - $0.1875 per share x 80.234 = $ 15.04 /$12.55 = 1.198 shares
10/24/88 - $0.0187 per share x 81.543 = $ 1.52 /$15.16 = 0.100 shares
10/24/88 - $0 per share x 81.543 = $ 0.00 /$15.16 = 0.000 shares
12/29/88 - $0.015 per share x 81.643 = $ 1.22 /$14.89 = 0.082 shares
12/29/88 - $0 per share x 81.643 = $ 0.00 /$14.89 = 0.000 shares
10/24/89 - $0.146 per share x 81.725 = $ 11.93 /$17.95 = 0.665 shares
10/24/89 - $0 per share x 81.725 = $ 0.00 /$17.95 = 0.000 shares
12/28/89 - $0.05 per share x 82.390 = $ 4.12 /$17.39 = 0.237 shares
12/28/89 - $0 per share x 82.390 = $ 0.00 /$17.39 = 0.000 shares
10/24/90 - $0.16 per share x 82.627 = $ 13.22 /$12.93 = 1.022 shares
10/24/90 - $0.7555 per share x 82.627 = $ 62.42 /$12.93 = 4.828 shares
12/28/90 - $0.07 per share x 88.477 = $ 6.19 /$14.17 = 0.437 shares
12/28/90 - $0.165 per share x 88.477 = $ 14.60 /$14.17 = 1.030 shares
10/24/91 - $0.1202 per share x 89.944 = $ 10.81 /$16.35 = 0.661 shares
10/24/91 - $1.2297 per share x 89.944 = $110.60 /$16.35 = 6.765 shares
12/30/91 - $0.04 per share x 97.370 = $ 3.89 /$17.76 = 0.219 shares
12/30/91 - $0 per share x 97.370 = $ 0.00 /$17.76 = 0.000 shares
10/23/92 - $0.0613 per share x 97.589 = $ 5.98 /$17.00 = 0.352 shares
10/23/92 - $1.7063 per share x 97.589 = $166.52 /$17.00 = 9.795 shares
12/30/92 - $0.0445 per share x 107.736 = $ 4.79 /$18.29 = 0.262 shares
12/30/92 - $0.1505 per share x 107.736 = $ 16.21 /$18.29 = 0.886 shares
10/25/93 - $0.025 per share x 108.884 = $ 2.72 /$19.11 = 0.142 shares
10/25/93 - $0.9984 per share x 108.884 = $108.71 /$19.11 = 5.689 shares
12/30/93 - $0.025 per share x 114.715 = $ 2.87 /$19.49 = 0.147 shares
12/30/93 - $0.297 per share x 114.715 = $ 34.07 /$19.49 = 1.748 shares
10/25/94 - $0.03683 per share x 116.610 = $ 4.29 /$17.53 = 0.245 shares
10/25/94 - $1.88352 per share x 116.610 = $219.64 /$17.53 = 12.529 shares
Total = 77.028 shares
4. Fees charged to shareholder accounts = 0
5. Ending (September 30, 1995) Net Asset Value = $21.58
6. Ending Redeemable value of hypothetical investment =
52.356 + 77.028 = 129.384 x $21.58 = $2,792.11
7. Total Return = ($2792.11 - $1,000) divided by $1,000 = + 179.21%
8. Annualized Compounded Return = 10.81%
Number of years = 10
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT FOR THE FUND DATED SEPTEMBER 30, 1995 AND PARTS A AND B OF THE FUND'S
REGISTRATION STATEMENT ON FORM N-1A AND IS QUALIFIED IN ITS ENTIRETY BE
REFERENCE TO SUCH ANNUAL REPORT AND REGISTRATION STATEMENT.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 33,173,142
<INVESTMENTS-AT-VALUE> 42,173,750
<RECEIVABLES> 74,049
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> (1)
<TOTAL-ASSETS> 42,247,798
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 51,249
<TOTAL-LIABILITIES> 51,249
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 28,938,858
<SHARES-COMMON-STOCK> 1,954,915
<SHARES-COMMON-PRIOR> 1,991,333
<ACCUMULATED-NII-CURRENT> 222,226
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4,034,857
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 9,000,608
<NET-ASSETS> 42,196,549
<DIVIDEND-INCOME> 402,470
<INTEREST-INCOME> 324,289
<OTHER-INCOME> 0
<EXPENSES-NET> 504,529
<NET-INVESTMENT-INCOME> 222,230
<REALIZED-GAINS-CURRENT> 4,054,914
<APPREC-INCREASE-CURRENT> 4,335,195
<NET-CHANGE-FROM-OPS> 8,612,339
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 73,400
<DISTRIBUTIONS-OF-GAINS> 3,753,740
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 381,983
<NUMBER-OF-SHARES-REDEEMED> 631,257
<SHARES-REINVESTED> 212,856
<NET-CHANGE-IN-ASSETS> 3,325,714
<ACCUMULATED-NII-PRIOR> 73,396
<ACCUMULATED-GAINS-PRIOR> 3,733,683
<OVERDISTRIB-NII-PRIOR> 4
<OVERDIST-NET-GAINS-PRIOR> 20,057
<GROSS-ADVISORY-FEES> 382,808
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 504,529
<AVERAGE-NET-ASSETS> 41,033,196
<PER-SHARE-NAV-BEGIN> 19.52
<PER-SHARE-NII> 0.11
<PER-SHARE-GAIN-APPREC> 3.87
<PER-SHARE-DIVIDEND> 0.04
<PER-SHARE-DISTRIBUTIONS> 1.88
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 21.58
<EXPENSE-RATIO> 1.2
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
