Rule 497(c)
Registration No. 2-73468
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, 2000
Fiduciary
Capital Growth Fund, Inc.
Fiduciary Capital Growth Fund is a no load mutual fund seeking long-term
capital appreciation by investing in small to mid-cap value stocks.
Please read this Prospectus and keep it for future reference. It contains
important information, including information on how Fiduciary Capital Growth
Fund invests and the services it offers to shareholders.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
Questions Every Investor Should Ask Before
Investing in Fiduciary Capital Growth Fund 1
Fees and Expenses 3
Investment Objective and Strategies 4
Management of the Fund 4
The Fund's Share Price 4
Purchasing Shares 5
Redeeming Shares 7
Exchanging Shares 9
Dividends, Distributions and Taxes 9
Financial Highlights 10
Share Purchase Application 11
Fiduciary Capital Growth Fund, Inc. (414) 226-4555
225 East Mason Street Milwaukee, Wisconsin 53202
QUESTIONS EVERY INVESTOR SHOULD
ASK BEFORE INVESTING IN
FIDUCIARY CAPITAL GROWTH FUND
1. WHAT ARE THE FUND'S GOALS?
Fiduciary Capital Growth Fund seeks long-term capital appreciation.
2. WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?
The Fund invests mainly in small to mid-cap (i.e., less than $3 billion
market capitalization) value stocks. We look for stocks of good businesses that
are selling at value prices in an effort to achieve above average performance
with below average risk. We believe good businesses have some or all of the
following characteristics:
o A strong, defendable niche that is difficult to replicate
o A high degree of recurring revenue
o Modestly priced products or services
o Attractive return-on-investment economics
o Above-average growth or improving profitability prospects
We consider valuation
o On both an absolute and relative to the market basis
o Utilizing both historical and prospective analysis
3. WHAT ARE THE PRINCIPAL RISKS IN INVESTING IN THE FUND?
Investors in the Fund may lose money. There are risks associated with the
types of securities in which the Fund invests. These risks include:
o MARKET RISK: The prices of the securities in which the Fund invests may
decline for a number of reasons. The price declines of common stocks,
in particular, may be steep, sudden and/or prolonged.
o SMALLER CAPITALIZATION COMPANIES RISK: Smaller capitalization companies
typically have relatively lower revenues, limited product lines and lack
of management depth, and may have a smaller share of the market for
their products or services, than larger capitalization companies. The
stocks of smaller capitalization companies tend to have less trading
volume than stocks of larger capitalization companies. Less trading
volume may make it more difficult for our portfolio managers to sell
securities of smaller capitalization companies at quoted market prices.
Finally there are periods when investing in smaller capitalization
company stocks falls out of favor with investors and the stocks of
smaller companies underperform.
o VALUE INVESTING RISK: Our portfolio managers may be wrong in their
assessment of a company's value and the stocks the Fund holds may not
reach what the portfolio managers believe are their full values. From
time to time "value" investing falls out of favor with investors.
During these periods, the Fund's relative performance may suffer.
Because of these risks the Fund is a suitable investment only for those
investors who have long-term investment goals. Prospective investors who are
uncomfortable with an investment that will increase and decrease in value should
not invest in the Fund.
4. HOW HAS THE FUND PERFORMED?
The bar chart and table that follow provide some indication of the risks of
investing in the Fund by showing changes in the Fund's performance from year to
year and how its average annual returns over various periods compare to those of
the Nasdaq Composite Index and the Russell 2000 Index. Please remember that the
Fund's past performance is not necessarily an indication of its future
performance. It may perform better or worse in the future.
1990 -11.69%
1991 36.25%
1992 14.45%
1993 14.69%
1994 0.38%
1995 26.50%
1996 17.12%
1997 29.21%
1998 -5.04%
1999 6.50%
Note: During the ten year period shown on the bar chart, the Fund's highest
total return for a quarter was 20.92% (quarter ended June 30, 1999) and
the lowest total return for a quarter was -22.11% (quarter ended
September 30, 1990).
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDING
DECEMBER 31, 1999) PAST YEAR PAST 5 YEARS PAST 10 YEARS
- ----------------------------- --------- ------------ -------------
Fiduciary Capital Growth Fund 6.50% 14.12% 11.87%
Nasdaq Composite Index*<F1> 85.59% 40.17% 24.50%
Russell 2000 Index**<F2> 21.26% 16.69% 13.40%
*<F1> The Nasdaq Composite Index covers 4,500 stocks traded over the counter.
It represents many small company stocks but is heavily influenced by
about 25 of the largest Nasdaq stocks. It is a value-weighted index
calculated on price change only and does not include income.
**<F2> The Russell 2000 Index is an index comprised of 2000 publicly traded
small capitalization common stocks that are ranked in terms of
capitalization below the large and mid-range capitalization sectors of
the United States equity market.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy
and hold shares of the Fund.
SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) No Sales Charge
Maximum Deferred Sales Charge (Load) No Deferred Sales Charge
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends and Distributions No Sales Charge
Redemption Fee None*<F3>
Exchange Fee None
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
Management Fees 0.93%**<F4>
Distribution and/or Service (12b-1) Fees None
Other Expenses 0.33%
Total Annual Fund Operating Expenses 1.26%
*<F3> Our transfer agent charges a fee of $12.00 for each wire redemption.
**<F4> The management fees the Fund pays vary based on the amount of the
Fund's net assets. It pays an annual fee of 1% on the first $30
million of its average daily net assets and 0.75% on its average daily
net assets in excess of $30 million.
EXAMPLE
This Example is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of these periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions, your costs would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
$128 $400 $692 $1,523
INVESTMENT OBJECTIVE
AND STRATEGIES
The Fund seeks long-term capital appreciation. Although we have no
intention of doing so, the Fund may change its investment objective without
obtaining shareholder approval. Please remember that an investment objective is
not a guarantee. An investment in the Fund might not appreciate and investors
could lose money.
The Fund may, in response to adverse market, economic, political or other
conditions, take temporary defensive positions. In such circumstances the Fund
may invest in money market instruments (like U.S. Treasury Bills, commercial
paper or repurchase agreements). The Fund will not be able to achieve its
investment objective of long-term capital appreciation to the extent that it
invests in money market instruments since these securities do not appreciate in
value. When the Fund is not taking a temporary defensive position, it still
will hold some cash and money market instruments so that it can pay its
expenses, satisfy redemption requests or take advantage of investment
opportunities.
Our portfolio managers are patient investors. The Fund does not attempt to
achieve its investment objective by active and frequent trading of common
stocks.
MANAGEMENT OF THE FUND
Fiduciary Management, Inc. (the "Adviser") is the Fund's investment adviser.
The Adviser's address is:
225 East Mason Street
Milwaukee, WI 53202
The Adviser has been in business since 1980 and has been the Fund's only
investment adviser. As the investment adviser to the Fund, the Adviser manages
the investment portfolio for the Fund. It makes the decisions as to which
securities to buy and which securities to sell. During the fiscal year ended
September 30, 1999, the Fund paid the Adviser an annual investment advisory fee
equal to 0.93% of its average net assets. The annual investment advisory fee
the Fund pays the Adviser is equal to 1% of the first $30 million of the Fund's
average daily net assets and 0.75% of its average daily net assets in excess of
$30 million.
Ted D. Kellner, Donald S. Wilson and Patrick J. English are primarily
responsible for the day-to-day management of the Fund's portfolio. They are our
portfolio managers. Mr. Kellner and Mr. Wilson have held this responsibility
since the Fund commenced operation on December 18, 1981 and Mr. English has held
this responsibility since October 1, 1997. Mr. Kellner and Mr. Wilson have been
employed by the Adviser in various capacities since 1980, and Mr. English has
been employed by the Adviser in various capacities since 1986. Their current
positions with the Adviser are:
Ted D. Kellner Chairman of the Board and
Chief Executive Officer
Donald S. Wilson President and Treasurer
Patrick J. English Senior Vice President
THE FUND'S SHARE PRICE
The price at which investors purchase shares of the Fund and at which
shareholders redeem shares of the Fund is called its net asset value. The Fund
calculates its net asset value as of the close of regular trading on the New
York Stock Exchange (normally 4:00 p.m. Eastern Time) on each day the New York
Stock Exchange is open for trading. The New York Stock Exchange is closed on
most national holidays and on Good Friday. The Fund calculates its net asset
value based on the market prices of the securities (other than money market
instruments) it holds. It values most money market instruments it holds at
their amortized cost. The Fund will process purchase orders that it receives
and accepts and redemption orders that it receives prior to the close of regular
trading on a day in which the New York Stock Exchange is open at the net asset
value determined later that day. It will process purchase orders that it
receives and accepts and redemption orders that it receives after the close of
regular trading at the net asset value determined at the close of regular
trading on the next day the New York Stock Exchange is open.
PURCHASING SHARES
HOW TO PURCHASE SHARES FROM THE FUND
1. Read this Prospectus carefully
2. Determine how much you want to invest keeping in mind the following
minimums*<F5>:
A. NEW ACCOUNTS
o All Accounts $1,000
B. EXISTING ACCOUNTS
o Dividend reinvestment No Minimum
o Automatic Investment Plan $ 50
o All other accounts $100
*<F5> Servicing Agents may impose different minimums.
3. Complete the Purchase Application included in this Prospectus, carefully
following the instructions. For additional investments, complete the
remittance form attached to your individual account statements. (The
Fund has additional Purchase Applications and remittance forms if you
need them.) If you have any questions, please call 1-800-811-5311.
4. Make your check payable to "Fiduciary Capital Growth Fund, Inc." All
checks must be drawn on U.S. banks. The Fund will not accept cash or
third party checks. FIRSTAR MUTUAL FUND SERVICES, LLC, THE FUND'S
TRANSFER AGENT, WILL CHARGE A $25 FEE AGAINST A SHAREHOLDER'S ACCOUNT
FOR ANY PAYMENT CHECK RETURNED FOR INSUFFICIENT FUNDS. THE SHAREHOLDER
WILL ALSO BE RESPONSIBLE FOR ANY LOSSES SUFFERED BY THE FUND AS A
RESULT.
5. Send the application and check to:
BY FIRST CLASS MAIL
Fiduciary Capital Growth Fund, Inc.
c/o Firstar Mutual Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701
BY OVERNIGHT DELIVERY
SERVICE OR
REGISTERED MAIL
Fiduciary Capital Growth Fund, Inc.
c/o Firstar Mutual Fund Services, LLC
615 East Michigan Street, 3rd Floor
Milwaukee, WI 53202-5207
PLEASE DO NOT MAIL LETTERS BY OVERNIGHT DELIVERY SERVICE OR REGISTERED MAIL TO
THE POST OFFICE BOX ADDRESS.
6. If you wish to open an account by wire, please call 1-800-811-5311 prior
to wiring funds in order to obtain a confirmation number and to ensure
prompt and accurate handling of funds. YOU SHOULD WIRE FUNDS TO:
Firstar Bank, N.A.
777 East Wisconsin Avenue
Milwaukee, WI 53202
ABA #075000022
CREDIT:
Firstar Mutual Fund Services, LLC
Account #112-952-137
FURTHER CREDIT:
Fiduciary Capital Growth Fund, Inc.
(shareholder registration)
(shareholder account number)
You should then send a properly signed Purchase Application marked "FOLLOW-
UP" to either of the addresses listed above. PLEASE REMEMBER THAT FIRSTAR BANK,
N.A. MUST RECEIVE YOUR WIRED FUNDS PRIOR TO THE CLOSE OF REGULAR TRADING ON THE
NEW YORK STOCK EXCHANGE FOR YOU TO RECEIVE SAME DAY PRICING. THE FUND AND
FIRSTAR BANK, N.A. ARE NOT RESPONSIBLE FOR THE CONSEQUENCES OF DELAYS RESULTING
FROM THE BANKING OR FEDERAL RESERVE WIRE SYSTEM, OR FROM INCOMPLETE WIRING
INSTRUCTIONS.
PURCHASING SHARES FROM BROKER-DEALERS, FINANCIAL INSTITUTIONS AND OTHERS
Some broker-dealers may sell shares of the Fund. These broker-dealers may
charge investors a fee either at the time of purchase or redemption. The fee,
if charged, is retained by the broker-dealer and not remitted to the Fund or the
Adviser. Some broker-dealers may purchase and redeem shares on a three-day
settlement basis.
The Fund may enter into agreements with broker-dealers, financial
institutions or other service providers ("Servicing Agents") that may include
the Fund as an investment alternative in the programs they offer or administer.
Servicing agents may:
o Become shareholders of record of the Fund. This means all requests to
purchase additional shares and all redemption requests must be sent
through the Servicing Agent. This also means that purchases made
through Servicing Agents are not subject to the Fund's minimum purchase
requirement.
o Use procedures and impose restrictions that may be in addition to, or
different from, those applicable to investors purchasing shares directly
from the Fund.
o Charge fees to their customers for the services they provide them.
Also, the Fund and/or the Adviser may pay fees to Servicing Agents to
compensate them for the services they provide their customers.
o Be allowed to purchase shares by telephone with payment to follow the
next day. If the telephone purchase is made prior to the close of
regular trading on the New York Stock Exchange, it will receive same day
pricing.
o Be authorized to accept purchase orders on the Fund's behalf. This
means that the Fund will process the purchase order at the net asset
value which is determined following the Servicing Agent's acceptance of
the customer's order.
If you decide to purchase shares through Servicing Agents, please carefully
review the program materials provided to you by the Servicing Agent. When you
purchase shares of the Fund through a Servicing Agent, it is the responsibility
of the Servicing Agent to place your order with the Fund on a timely basis. If
the Servicing Agent does not, or if it does not pay the purchase price to the
Fund within the period specified in its agreement with the Fund, it may be held
liable for any resulting fees or losses.
OTHER INFORMATION ABOUT PURCHASING SHARES OF THE FUND
The Fund may reject any Purchase Applications for any reason. The Fund will
not accept purchase orders made by telephone, unless they are from a Servicing
Agent which has an agreement with the Fund.
The Fund will issue certificates evidencing shares purchased only upon
request. The Fund will send investors a written confirmation for all purchases
of shares.
The Fund offers an automatic investment plan allowing shareholders to make
purchases on a regular and convenient basis. The Fund also offers the following
retirement plans:
o Traditional IRA
o Roth IRA
o Education IRA
o SEP-IRA
o Simple IRA
o 401(k) Plan
o Defined Contribution Retirement Plan
o 403(b)(7) Custodial Accounts
Investors can obtain further information about the automatic investment plan
and the retirement plans by calling the Fund at 1-800-811-5311. The Fund
recommends that investors consult with a competent financial and tax advisor
regarding the retirement plans before investing through them.
REDEEMING SHARES
HOW TO REDEEM (SELL) SHARES BY MAIL
1. Prepare a letter of instruction containing:
o account number(s)
o the amount of money or number of shares being redeemed
o the name(s) on the account
o daytime phone number
o additional information that the Fund may require for redemptions by
corporations, executors, administrators, trustees, guardians, or
others who hold shares in a fiduciary or representative capacity.
Please contact the Fund's transfer agent, Firstar Mutual Fund
Services, LLC, in advance, at 1-800-811-5311 if you have any
questions.
2. Sign the letter of instruction exactly as the shares are registered.
Joint ownership accounts must be signed by all owners.
3. If there are certificates representing your shares, enclose the
certificates and execute a stock power exactly as your shares are
registered.
4. Have the signatures 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 in the following situations:
o The redemption proceeds are to be sent to a person other than the
person in whose name the shares are registered
o The redemption proceeds are to be sent to an address other than the
address of record
A NOTARIZED SIGNATURE IS NOT AN ACCEPTABLE SUBSTITUTE FOR A SIGNATURE GUARANTEE.
5. Send the letter of instruction and certificates, if any, to:
BY FIRST CLASS MAIL
Fiduciary Capital Growth Fund, Inc.
c/o Firstar Mutual Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701
BY OVERNIGHT DELIVERY
SERVICE OR REGISTERED
MAIL
Fiduciary Capital Growth Fund, Inc.
c/o Firstar Mutual Fund Services, LLC
615 East Michigan Street, 3rd Floor
Milwaukee, WI 53202-5207
PLEASE DO NOT MAIL LETTERS BY OVERNIGHT DELIVERY SERVICE OR REGISTERED MAIL TO
THE POST OFFICE BOX ADDRESS.
HOW TO REDEEM (SELL) SHARES THROUGH SERVICING AGENTS
If your shares are held by a Servicing Agent, you must redeem your shares
through the Servicing Agent. Contact the Servicing Agent for instructions on
how to do so. Servicing Agents may charge you a fee for this service.
PAYMENT OF REDEMPTION PROCEEDS
The redemption price per share you receive for redemption requests is the
next determined net asset value after:
o Firstar Mutual Fund Services, LLC receives your written request in
proper form with all required information.
o A Servicing Agent that has been authorized to accept redemption requests
on behalf of the Fund receives your request in accordance with its
procedures.
Firstar Mutual Fund Services, LLC will mail a check in the amount of the
redemption proceeds no later than the seventh day after it receives the written
request with all required information. If you request in the letter of
instruction, Firstar Mutual Fund Services, LLC will transfer the redemption
proceeds to your designated bank account by either Electronic Funds Transfer or
wire. An Electronic Funds Transfer generally takes up to 3 business days to
reach the shareholder's account whereas Firstar Mutual Fund Services, LLC
generally wires redemption proceeds on the business day following the
calculation of the redemption price. Firstar Mutual Fund Services, LLC
currently charges $12 for each wire redemption but does not charge a fee for
Electronic Funds Transfers. Those shareholders who redeem shares through
Servicing Agents will receive their redemption proceeds in accordance with the
procedures established by the Servicing Agent.
OTHER REDEMPTION CONSIDERATIONS
When redeeming shares of the Fund, shareholders should consider the
following:
o The redemption may result in a taxable gain.
o Shareholders who redeem shares held in an IRA must indicate on their
redemption request whether or not to withhold federal income taxes. If
not, 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.
o The Fund may delay the payment of redemption proceeds for up to seven
days in all cases.
o If you purchased shares by check, the Fund may delay the payment of
redemption proceeds until it is reasonably satisfied the check has
cleared (which may take up to 15 days from the date of purchase).
o Firstar Mutual Fund Services, LLC will transfer the redemption proceeds
by Electronic Funds Transfer or by wire only if the shareholder has sent
in a written request with signatures guaranteed.
o The Fund reserves the right to refuse a telephone redemption request
(which may be made only through Servicing Agents) if it believes it is
advisable to do so. Both the Fund and Firstar Mutual Fund Services, LLC
may modify or terminate its procedures for telephone redemptions at any
time. Neither the Fund nor Firstar Mutual Fund Services, LLC will be
liable for following instructions for telephone redemption transactions
that they reasonably believe to be genuine, provided they use reasonable
procedures to confirm the genuineness of the telephone instructions.
They may be liable for unauthorized transactions if they fail to follow
such procedures. These procedures include requiring some form of
personal identification prior to acting upon the telephone instructions
and recording all telephone calls. During periods of substantial
economic or market change, telephone redemptions may be difficult to
implement. If a Servicing Agent cannot contact Firstar Mutual Fund
Services, LLC by telephone, it should make a redemption request in
writing in the manner described earlier.
o If your account balance falls below $1,000 because you redeem shares,
you will be given 60 days to make additional investments so that your
account balance is $1,000 or more. If you do not, the Fund may close
your account and mail the redemption proceeds to you.
o The Fund may pay redemption requests "in kind." This means that the Fund
may pay redemption requests entirely or partially with securities rather
than cash.
EXCHANGING SHARES
Shares of the Fund may be exchanged for shares of:
o FMI Focus Fund
o Firstar Money Market Fund
at the relative net asset values. (FMI Focus Fund is another mutual fund
managed by the Adviser. An affiliate of Firstar Mutual Fund Services, LLC
advises Firstar Money Market Fund, which is not affiliated with the Fund or the
Adviser.) You may have a taxable gain or loss as a result of an exchange
because the Internal Revenue Code treats an exchange as a sale of shares. The
registration of both the account from which the exchange is being made and the
account to which the exchange is being made must be identical.
HOW TO EXCHANGE SHARES
1. Read this Prospectus (and the prospectus for FMI Focus Fund or Firstar
Money Market Fund) carefully.
2. Determine the number of shares you want to exchange keeping in mind that
exchanges are subject to a $1,000 minimum.
3. Write to Fiduciary Capital Growth Fund, Inc., c/o Firstar Mutual Fund
Services, LLC, 3rd Floor, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund distributes substantially all of its net investment income
quarterly and substantially all of its capital gains annually. You have four
distribution options:
o ALL REINVESTMENT OPTION - Both dividend and capital gains distributions
will be reinvested in additional Fund shares.
o PARTIAL REINVESTMENT OPTION - Dividends will be paid in cash and capital
gains distributions will be reinvested in additional Fund shares.
o PARTIAL REINVESTMENT OPTION - Dividends will be reinvested in additional
Fund shares and capital gains distributions will be paid in cash.
o ALL CASH OPTION - Both dividend and capital gains distributions will be
paid in cash.
You may make this election on the Purchase Application. You may change your
election by writing to Firstar Mutual Fund Services, LLC or by calling 1-800-
811-5311.
The Fund's distributions, whether received in cash or additional shares of
the Fund, may be subject to federal and state income tax. These distributions
may be taxed as ordinary income and capital gains (which may be taxed at
different rates depending on the length of time the Fund holds the assets
generating the capital gains). The Fund expects that its distributions
generally will consist primarily of long-term capital gains.
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Fund's
financial performance for the past five fiscal years of operations. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers
LLP, whose report, along with the Fund's financial statements, are included in
the Annual Report which is available upon request.
<TABLE>
YEARS ENDED SEPTEMBER 30,
------------------------------------------------------------------
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $18.49 $26.53 $21.76 $21.58 $19.52
Income from investment operations:
Net investment (loss) income (0.03) (0.02) 0.03 0.13 0.11
Net realized and unrealized gains
(losses) on investments 2.57 (4.15) 7.39 2.24 3.87
------ ------ ------ ------ ------
Total from investment operations 2.54 (4.17) 7.42 2.37 3.98
Less distributions:
Dividends from net investment income -- (0.01) (0.15) (0.12) (0.04)
Distributions from net realized gains (4.71) (3.86) (2.50) (2.07) (1.88)
------ ------ ------ ------ ------
Total from distributions (4.71) (3.87) (2.65) (2.19) (1.92)
------ ------ ------ ------ ------
Net asset value, end of year $16.32 $18.49 $26.53 $21.76 $21.58
------ ------ ------ ------ ------
------ ------ ------ ------ ------
TOTAL INVESTMENT RETURN 16.4% (17.6%) 38.4% 12.7% 22.7%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (in 000s $) 39,115 39,047 52,678 45,835 42,197
Ratio of expenses to average net assets 1.3% 1.2% 1.2% 1.2% 1.2%
Ratio of net investment (loss) income
to average net assets (0.2%) (0.1%) 0.1% 0.6% 0.5%
Portfolio turnover rate 75.9% 54.3% 60.7% 43.7% 28.6%
</TABLE>
Fiduciary Capital Growth Fund, Inc.
o 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: Overnight Express Mail to:
Fiduciary Capital Growth Fund, Inc. Fiduciary Capital Growth Fund, Inc.
c/o Firstar Mutual Fund Services, LLC c/o Firstar Mutual Fund Services, LLC
P.O. Box 701 3rd Floor
Milwaukee, Wisconsin 53201-0701 615 E. Michigan Street
Milwaukee, Wisconsin 53202
Use this form for individual, custodial, trust, profit-sharing or pension plan
accounts, including self-directed IRA, SEP/IRA and 401(k) plans. DO NOT USE
THIS FORM FOR FIDUCIARY CAPITAL GROWTH FUND, INC.-SPONSORED 401(K), 403(B)(7),
SEP/IRA, SIMPLEIRA, IRAS OR DEFINED CONTRIBUTION PLANS (KEOGH OR CORPORATE
PROFIT-SHARING AND MONEY-PURCHASE) WHICH REQUIRE FORMS AVAILABLE FROM THE FUND.
For information please call 1-800-811-5311 or 1-414-765-4124.
<TABLE>
<S> <C> <C> <C>
o ACCOUNT Individual o Name
--------------------------------------------------------------------------------
REGISTRATION Social Security Number Citizen of o U.S. o Other
--------------------------------------------------------------------------------
Joint Owner*<F6> o Name
--------------------------------------------------------------------------------
Social Security Number Citizen of o U.S. o Other
--------------------------------------------------------------------------------
Gift to Minor o Custodian
--------------------------------------------------------------------------------
Minor Minor's Birthdate
--------------------------------------------------------------------------------
Minor's Social Security Number Citizen of o U.S. o Other
--------------------------------------------------------------------------------
Corporation, Partnership o Name of Entity
--------------------------------------------------------------------------------
or Other Entity Taxpayer Identification Number
--------------------------------------------------------------------------------
o A corporate resolution form or certificate is required for corporate accounts.
Trust, Estate or Guardianship o Name
*<F6>(Registration will be Joint Tenants --------------------------------------------------------------------------------
with Rights of Survivorship Name of Fiduciary(s)
(JTWROS) unless otherwise specified) --------------------------------------------------------------------------------
Taxpayer Identification Number Date of Trust
--------------------------------------------------------------------------------
o Additional documentation and certification may be requested.
</TABLE>
o MAILING ADDRESS o Send Duplicate Confirmations To:
-------------------------------------------------
Street, Apt. Name
-------------------------------------------------
City, State, Zip Code Street, Apt.
-------------------------------------------------
Daytime Phone Number City, State, Zip Code
o INVESTMENT, PAYMENT
FOR INITIAL PURCHASE
AND DISTRIBUTIONS
By o check
or o wire**<F7>
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 Capital Gains
Capital Gains Reinvested in Cash Capital Gains
& Dividends & Dividends & Dividends & Dividends
Amount Reinvested in Cash Reinvested In Cash
$ o o o o
---------------------------------------------------------------------------
(If no dividend option is checked, dividends and capital gains will be
reinvested.)
o 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.
**<F7> Indicate date and total amount of wire:
Date ---------------------------------- Amount $-----------------------------
WIRING INSTRUCTIONS: The wire transfer should be preceded by a telephone call
to Firstar Mutual Fund Services, LLC at 1-800-811-5311 or 1-414-765-4124 in
order to obtain a confirmation number and to ensure prompt and accurate
handling of funds. The Fund and its transfer agent are not responsible for the
consequences of delays resulting from the banking or Federal Reserve Wire
System, or from incomplete wiring instructions. A completed share purchase
application also must be sent to Fiduciary Capital Growth Fund, Inc. at the
above address immediately following the investment to establish a NEW account
by wire transfer. A purchase request for the Fund should be wired through the
Federal Reserve System as follows:
Firstar Bank, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
ABA Number 0750-00022
For credit to: Firstar Mutual Fund Services, LLC
Account Number 112-952-137
For further credit to: Fiduciary Capital Growth Fund, Inc.
Shareholder name: -------------------------------------------------
Shareholder account number: ---------------------------------------
o EXCHANGE PRIVILEGE
If investment is by exchange, such exchange should be made from:
o FMI Focus Fund o Firstar Money Market Fund
Account# ------------------------- Account# ---------------------------
(I understand that exchanges between the Funds are taxable transactions.)
Amount of Exchange $ --------------- or Number of Shares --------------
o 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 Mutual Fund Services, LLC, the Transfer Agent for Fiduciary Capital
Growth Fund, Inc., will automatically transfer money directly from my checking,
NOW account or savings account on the ----- 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 $25 fee will be assessed.
Please start the Automatic Investment Plan on this month, day and year: --------
- -------------------------------------------------------
Please debit my bank account $------------------ ($50 minimum) on a o monthly
o 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
o monthly OR o quarterly through Firstar Bank, N.A. on behalf of the Firstar
Mutual Fund Services, LLC. 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
o 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)
o I would like to have payments made to me on or about the ----- day of each
month
OR
o I would like to have payments made to me on or about the ----- day of these
months:
o Jan. o Feb. o Mar. o Apr. o May o June
o July o Aug. o Sept. o Oct. o Nov. o Dec.
o I would like my payments automatically deposited to my checking or savings
account. I have attached a voided check.
o SIGNATURES AND CERTIFICATION
Under the penalty of perjury, I certify that (1) the Social Security Number or
Taxpayer Identification Number shown on this form is my correct Taxpayer
Identification Number, and (2) I am not subject to backup withholding either
because I have not been notified by the Internal Revenue Service (IRS) that I
am subject to backup withholding as a result of a failure to report all
interest or dividends, or the IRS has notified me that I am no longer subject
to backup withholding. The IRS does not require your consent to any provision
of this document other than the certifications required to avoid backup
withholding.
- -------------------------------------- -------------------------------------
Signature*<F8> Signature of Co-Owner, if any
- --------------------------------------
Date
*<F8> If shares are to be registered in (1) joint names, both persons should
sign, (2) a custodian for a minor, the custodian should sign, (3) a trust, the
trustee(s) should sign, or (4) a corporation or other entity, an officer should
sign and print name and title on space provided below.
- -------------------------------------------------------------------------------
Print name and title of officer signing for a corporation or other entity.
To learn more about Fiduciary Capital Growth Fund, you may want to read
Fiduciary Capital Growth Fund's Statement of Additional Information (or "SAI")
which contains additional information about the Fund. Fiduciary Capital Growth
Fund has incorporated by reference the SAI into the Prospectus. This means that
you should consider the contents of the SAI to be part of the Prospectus.
You also may learn more about Fiduciary Capital Growth Fund's investments by
reading the Fund's annual and semi-annual reports to shareholders. The annual
report includes a discussion of the market conditions and investment strategies
that significantly affected the performance of Fiduciary Capital Growth Fund
during its last fiscal year.
The SAI and the annual and semi-annual reports are all available to
shareholders and prospective investors without charge, simply by calling Firstar
Mutual Fund Services, LLC at 1-800-811-5311.
Prospective investors and shareholders who have questions about Fiduciary
Capital Growth Fund may also call the following number or write to the following
address.
Fiduciary Capital Growth Fund
225 East Mason Street
Milwaukee, Wisconsin 53202
1-800-811-5311
www.fiduciarymgt.com
The general public can review and copy information about Fiduciary Capital
Growth Fund (including the SAI) at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. (Please call 1-202-942-8090 for
information on the operations of the Public Reference Room.) Reports and other
information about Fiduciary Capital Growth Fund are also available on the EDGAR
Database at the Securities and Exchange Commission's Internet site at
http://www.sec.gov and copies of this information may be obtained, upon payment
of a duplicating fee, by electronic request at the following E-mail address:
[email protected], or by writing to:
Public Reference Section
Securities and Exchange Commission
Washington, D.C. 20549-6009
Please refer to Fiduciary Capital Growth Fund's Investment Company Act File
No. 811-03235 when seeking information about the Fund from the Securities and
Exchange Commission.
