RULE 497(e)
REGISTRATION NO. 2-95077
PROSPECTUS
April 12, 1996
PINNACLE FUND
Indianapolis, Indiana
Pinnacle Fund (the "Fund") is a no-load, open-end, diversified
investment company seeking long-term capital growth by investing
primarily in common stocks.
You may buy or redeem shares of beneficial interest in the Fund at
net asset value without any sales charge, commission or redemption
fee. The minimum initial investment is $1,000 and the minimum
amount which may be added to an account is $100.
This prospectus contains information you should know before
investing in the Fund. Please read it and retain it for future
reference. A Statement of Additional Information has been filed
with the Securities and Exchange Commission and contains further
information about the Fund. You may obtain a copy without charge by
writing the Fund at 36 South Pennsylvania Street, Suite 610,
Indianapolis, Indiana 46204. The Statement of Additional
Information is dated the same date as this prospectus and is
incorporated herein by reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
Page
CONSOLIDATED EXPENSE DATA 3
FINANCIAL HIGHLIGHTS 4
1995 REVIEW 6
QUESTIONS AND ANSWERS ABOUT THE FUND 6
What is the Fund? 6
What are the Fund's Investment
Objectives and Policies? 6
Who Manages the Fund? 7
How to Buy Fund Shares 8
Automatic Investment Plan 9
How to Redeem Fund Shares 9
How Is Net Asset Value Determined? 11
How Will the Fund and its Shareholders be Taxed? 11
The Fund 12
Description of the Shares 12
Reports to Shareholders 13
Retirement Plans 13
Shareholder Inquiries 13
Custodian, Transfer and Disbursing Agent 14
PERFORMANCE INFORMATION 14
FUND PERFORMANCE GRAPH 14
<PAGE>
CONSOLIDATED EXPENSE DATA
The following table sets forth certain information regarding
the operating expenses incurred by the Fund in 1995.
Management Fees* 80%
Other Expenses* 34%
Total Fund Operating Expenses* 1.14%
*Expressed as a percentage of average net assets.
<TABLE>
<CAPTION>
Example 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
You would pay the
following expenses on
a $1,000 investment,
assuming (1) 5% annual
return and (2) redemption
at the end of each time
period: $11.62 $36.22 $62.76 $138.61
</TABLE>
This Example should not be considered a representation of past or
future expenses and actual expenses may be greater or less than
those shown.
The table set forth above is intended to assist you in
understanding the various expenses which the Shareholders of the
Fund will directly or indirectly bear. The Advisor has agreed to
reimburse the Fund to the extent the Fund's total operating
expenses exceed 2% of its net assets. See "Who Manages the Fund?
above for an explanation of the investment advisory agreement
between the Fund and the Advisor.
FINANCIAL HIGHLIGHTS
The following table reflects the results of the Fund's operations
for a Share of the Fund outstanding January 1, 1986 through
December 31, 1995. The data in the table have been derived from,
and should only be read in conjunction with, the Fund's financial
statements, which for 1995 have been examined by Geo. S. Olive &
Co. LLC, certified public accountants, and are included in the
Statement of Additional Information. For further information
regarding the Fund's performance, see "Fund Performance Graph."
<TABLE>
<CAPTION>
Per Share Income and Capital Changes
(for a Share outstanding from January 1, 1986
through December 31, 1995)
(Adjusted for 2-for-1 share split effective September 8, 1989)
Year Ended December 31,
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Selected data for each
share outstanding
throughout the period is
as follows:
Net Asset Value, $18.83 $21.15 $21.83 $22.14 $16.87 $18.23 $14.53 $14.02 $12.85 $11.54
beginning of period
Income from Investment
Operations
Net investment income .11 .09 .10 .13 .25 .36 .25 .22 .18 .04
Net gains or losses on
securities (both realized
and unrealized) 6.54 (.34) .62 (.29) 6.48 (.94) 4.25 .74 1.78 1.98
Total from investment
operations 6.65 (.25) .72 (.16) 6.73 (.58) 4.50 .96 1.96 2.02
Dividends (from net
investment income) (.11) (.09) (.10) (.13) (.25) (.35) (.25) (.22) (.23) (.06)
Distributions (from
capital gains) (2.90) (1.98) (1.30) (.02) (1.21) (.43) (.55) (.23) (.56) (.65)
Net Asset Value, End of
Period $22.47 $18.83 $21.15 $21.83 $22.14 $16.87 $18.23 $14.53 $14.02 $12.85
Total Return 35.4% (1.1%) 3.3% (0.7%) 39.9% (3.1%) 3l.0% 6.7% 15.2% 17.4%
Ratios/Supplemental Data
(in thousands)
Net assets,
end of period $14,673 $13,014 $15,135 $14,721 $12,116 $7,338 $6,337 $4,656 $3,308 $1,977
Ratio of expenses to
average net assets 1.14% 1.15% 1.17% 1.18% 1.27% 1.40% 1.50% 1.54% 1.63% 1.95%
Ratio of net income to
average net assets .44% .41% .46% .67% 1.33% 2.05% 1.52% 1.61% 1.34% .45%
Portfolio turnover
rate 68.48% 91.01% 85.35% 33.26% 55.00% 53.15% 44.93% 43.16% 86.06% 57.12%
Average commission
rate paid $.0590
*Calculated on an annualized basis.
</TABLE>
1995 REVIEW
The domestic financial markets had an excellent year in 1995.
Two factors explain the strong returns achieved during the year.
A slowing in economic growth brought about a dramatic decrease in
long term interest rates from 8% to 6% by year end. The interest
rate decline was accompanied by an 18% growth in corporate profits.
Thus the markets in 1995 not only benefitted from low inflation and
low interest rates but also corporate efficiencies which enable
strong profit growth.
The Pinnacle Fund showed a strong increase in this
environment, rising 35.4%. Several factors helped provide the
favorable performance for 1995. Early in the year, the fund
invested a substantial portion of the portfolio in large,
multinational growth issues. These stocks did well in
a period of uncertain economic growth. We also did not overweight
the technology sector and did not suffer the negative results
incurred by this group in the second half of 1995. Particular
emphasis was on Firms with new products or services that were
gaining market share from Competitors.
QUESTIONS AND ANSWERS ABOUT THE FUND
What is the Fund?
Pinnacle Fund is a diversified, open-end management investment
company or "mutual fund" organized as a business trust under the
laws of the State of Indiana. A mutual fund allows you to pool
your money with that of other investors in order to obtain
professional management of your investments. A diversified mutual
fund also makes it possible for you to obtain greater
diversification of your investments than you might otherwise be
able to accomplish alone and to simplify your investment
recordkeeping.
The Fund charges no sales commissions when you purchase or
redeem its shares of beneficial interest (the "Shares") and,
therefore, is called a "no-load" fund. The Fund is called "open-
end" because it continuously sells and redeems its Shares. The
Fund is "diversified" because it invests in securities of a number
of issuers. The Fund's investments are managed by Heartland
Capital Management, Inc., of Indianapolis, Indiana (the "Advisor").
What are the Fund's Investment Objectives and Policies?
The Fund's investment objective is long-term capital
appreciation. To achieve this objective, the Fund will invest
primarily in common stocks which, in the opinion of the Advisor,
offer opportunities for long-term capital appreciation. However,
during periods when market or economic conditions dictate a
temporary defensive position, the Fund may invest in the following
money market and fixed income investments: U.S. Treasury bills,
notes and bonds; U.S. agency securities; commercial paper rated
agreements which are fully collateralized by a U.S. Treasury or
agency security. Subject to the investment restrictions discussed
below, the Fund may invest in common stocks and securities
convertible into common stock, such as convertible debentures and
convertible preferred stock, and may invest in exchange-listed or
over-the-counter securities, in small or large companies, and in
well-established or unseasoned companies.
No investment is suitable for all investors and all
investments involve some degree of risk. The Fund is not intended
to be a current income producing investment and will not purchase
securities with a view toward short-term profits. Although the
Fund's turnover rate cannot be predicted, it is not expected to
exceed 100%. Accordingly, the Fund is suitable for investors who
can accept the fluctuations in portfolio value and other risks
associated with seeking long-term capital growth through
investments in common stocks and other equity-type securities as
discussed above. In addition, investment risks will be increased
to the extent the Fund invests in small or unseasoned companies,
whose securities tend to be more thinly traded and subject to more
abrupt or erratic price movements than larger, well-established
companies.
The Fund may not, without the approval of holders of a
majority of its Shares: (1) invest more than 5% of its total net
assets in securities of companies having a record of less than
three years of continuous operations (including the record of any
predecessor); (2) borrow money, except for temporary borrowings for
emergency or extraordinary purposes (but not for the purchase of
investments) which shall not in any event exceed 5% of the lower of
cost or market value of the Fund's total net assets; (3) pledge or
mortgage its assets, except for temporary or emergency purposes not
to exceed 10% of the Fund's total net assets; and (4) enter into
repurchase agreements if, as a result, more than 5% of the Fund's
total net assets at the time of the transaction would be subject to
repurchase agreements maturing in more than seven days. All of the
Fund's investment restrictions are set forth in the Statement of
Additional Information.
Who Manages the Fund?
Under an investment advisory agreement with the Fund, the
Advisor, Heartland Capital Management, Inc., 36 South Pennsylvania
Street, Suite 610, Indianapolis, Indiana 46204 provides the Fund
continuous investment and management services, subject to the
control and direction of the trustees of the Fund. The Fund pays
the Advisor a fee, computed daily and paid monthly, at the annual
rate of 8/10 of 1% of the Fund's average daily net assets. This
fee is higher than that paid by most investment companies.
Pursuant to the investment advisory agreement, the Advisor, at
its own expense and without any reimbursement from the Fund,
furnishes office space, facilities and equipment; executive,
administrative and clerical personnel; and bears all sales and
promotional expenses of the Fund. The Fund will pay all of its
operating expenses, including without limitation the Advisor's fee,
the costs of preparing and printing its registration statement
required by the Securities Act of 1933 and the Investment Company
Act of 1940, shareholder servicing costs, directors' fees and
expenses, legal, accounting and auditing fees, custodian fees and
expenses, taxes and registration fees.
The Advisor, a registered investment advisor, also acts as
investment advisor for institutional and individual portfolios with
assets of approximately $700 million.
The employees of the Advisor who are primarily responsible for
the day-to-day management of the Fund's portfolio are: Mr. Barry
F. Ebert, President of the Advisor; Mr. Robert D. Markley, Vice
President of the Advisor; and Mr. Thomas F. Maurath, an employee of
the Advisor. Each of Messrs. Ebert, Markley and Maurath has been
primarily responsible for the Fund since the inception of the Fund
on March 6, 1985, and has held his present position with the
Advisor for more than five years.
How to Buy Fund Shares
Shares of the Fund may be purchased at the net asset value
next determined after the receipt of an order. (See "How is Net
Asset Value Determined".) There is no sales charge or front-end
fees of any kind. As set by the trustees of the Fund, the minimum
initial investment in the Fund is $1,000 and subsequent purchases
must be at least $100.
To make an initial purchase of Shares, please complete and
sign the Application at the back of this prospectus and mail it to
the Pinnacle Fund, c/o Firstar Trust Company, 615 East Michigan,
3rd Floor, Milwaukee, Wisconsin 53202 together with a check made
payable to Pinnacle Fund. The Fund does not consider the U.S.
Postal Service or other independent delivery services to be its
agents. Therefore, deposit in the mail or with such services, or
receipt at Firstar Trust Company's post office box of purchase
applications does not constitute receipt by FirstarTrust Company
or the Fund. Do not mail letters by overnight courier to the
post office box address. Correspondence by overnight courier
should be sent to Firstar Trust Company at the address above.
You may then make subsequent investments by check accompanied
by either the order stubs attached to any Fund confirmation you
receive, or a brief note indicating the amount of the purchase,
your account number and the name in which your account is
registered. Your check must be collectible at full face
value and must be drawn in U.S. dollars on a U.S. bank. There is
a $10.00 fee for processing uncollectible funds.
The Fund will not issue any certificates evidencing Shares
unless you specifically request them in writing and will not mail
you a certificate for Shares purchased by check until 30 days after
the date of purchase. The Fund also will not issue a certificate
for a fractional Share.
All purchase orders are subject to acceptance or rejection by
authorized officers of the Fund in Indianapolis, Indiana and entry
of the order on the Fund's record of Shareholder accounts and are
not binding until accepted and entered. Once your purchase order
has been accepted by the Fund you may not cancel or revoke it,
although you may redeem the Shares at any time. The Fund reserves
the right to reject any purchase order that it determines is not in
its or its Shareholders' best interests. The Fund also reserves
the right to waive or lower the investment minimums for any reason.
Automatic Investment Plan
An Automatic Investment Plan may be established at any time.
By participating in the Automatic Investment plan, shareholders may
automatically make purchases of shares of the Fund on a regular
convenient basis ($50 minimum). Under the Automatic Investment
Plan, shareholders' banks or other financial institutions debit
pre-authorized amounts drawn on their accounts each month and apply
such amounts to the purchase of Shares of the Fund. The Automatic
Investment Plan can be implemented with any financial institution
that is a member of the Automatic Clearing House. No service fee
is charged to shareholders for participating in the Automatic
Investment Plan. Shares purchased through the Automatic Investment
Plan for an IRA account may not be applied to IRA contributions for
a prior year. An application to establish the Automatic Investment
Plan may be obtained from the Fund. The Fund reserves the right to
suspend, modify or terminate the Automatic Investment Plan, without
notice.
How to Redeem Fund Shares
The Fund will redeem all or part of your Shares whenever you
request. The price at which your Shares will be redeemed is the
net asset value per Share next determined after proper redemption
instructions are received and is the same as the purchase price of
Shares purchased at that time. See "How to Buy Fund Shares".
Because the redemption price received depends upon the value of the
Fund's investments at the time of redemption, it may be more or
less than the price originally paid for the Shares and may result
in a realized capital gain or loss. See "How Is Net Asset Value
Determined?"
You should follow these procedures whenever you redeem Shares
in the Fund:
Send a redemption request to Pinnacle Fund, c/o Firstar Trust
Company, 615 East Michigan, 3rd Floor, Milwaukee, Wisconsin 53202,
specifying the number of Shares or dollar amount to be redeemed,
your name, your account number, and the additional requirements
listed below that apply to your particular account. The Fund does
not consider the U.S. Postal Service or other independent delivery
services to be its agents. Therefore, deposit in the mail or with
such services, or receipt at Firstar Trust Company's post office box
of redemption requests does not constitute receipt by Firstar
Trust Company or the Fund. Do not mail letters by overnight courier
to the post office box address. Correspondence by overnight courier
should be sent to Firstar Trust Company at the address above.
Redemption cannot be accomplished by telephoning or telegraphing
the Fund or Firstar.)
Type of Registration Requirements
Individual, Joint Tenants, Sole Letter of instruction signed
Proprietorship, Custodial by all person(s) required to
(Uniform Gift to Minors Act), sign for the account, exactly
General Partners as it is registered
Signatures on redemption
requests, whether or not the
shares are represented by
certificates, must be
guaranteed by a commercial
bank, a federally chartered
savings and loan
association, trust company or
a member firm of a national
securities exchange, unless
the redemption is for shares
with an aggregate net asset
value of $5,000 or less and
the proceeds are to be sent
to registered owner(s) at
the current address for
such owner(s) as reflected
on the Fund's records.
Corporations, Associations Letter of instruction and a
corporate resolution, signed
by person(s) required to sign
for the account, accompanied
by signature guarantee(s).
Trusts Letter of instruction 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
required as well.)
If you had previously requested that certificates be issued to
you for your Shares the certificates must either be properly
endorsed or accompanied by a stock assignment properly endorsed
exactly as the Shares are registered. The signatures on the
certificates (or accompanying stock assignment) must be guaranteed
by a U.S. commercial bank (not a savings bank or savings and loan
association) or trust company or by a member of a recognized stock
exchange.
Shareholders who have an IRA or other retirement plan must
indicate on their redemption requests whether or not to withhold
federal income tax. Redemption requests not indicating an election
not to have federal income tax withheld will be subject to
withholding.
You may not cancel or revoke your redemption request and the
Fund cannot accept redemption requests which specify a particular
date for redemption or which contain any special conditions.
Please contact the Fund's transfer agent, Firstar Trust Company
(telephone number 414-765-4124, TDD (Telecommunication Device for
the Deaf) telephone number 800-684-3416), before you redeem if you
have any questions.
The Fund will generally mail payment for Shares redeemed in
cash within seven days after it receives proper instructions for
redemption. There is no redemption charge of any kind. If you
attempt to redeem shares within several days after they have been
purchased by check, the Fund may delay payment of the redemption
proceeds to you for up to fifteen days until the Fund can verify
that payment of the purchase price of those Shares has been (or
will be) collected. The Fund reserves the right to require a
properly completed application before it makes payment for Shares
redeemed.
The Fund reserves the right to suspend or postpone redemptions
during any period when: (a) trading on the New York Stock Exchange
is restricted, as determined by the Securities and Exchange
Commission, or that Exchange is closed for other than customary
weekend and holiday closings; (b) the Securities and Exchange
Commission has by order permitted such suspension; or (c) an
emergency, as determined by the Securities and Exchange Commission,
exists, making disposal of portfolio securities or valuation of net
assets of the Fund not reasonably practicable.
How Is Net Asset Value Determined?
The net asset value of a Share of the Fund is determined as of
the close of trading on the New York Stock Exchange and on any
other day in which a significant degree of trading in the
Fund's portfolio securities materially affects the net asset value
of a Share of the Fund. The net asset value of each Share is
computed by dividing the difference between the value of the Fund's
assets and liabilities by the number of Shares outstanding. Each
security traded on a national stock exchange is valued on the
basis of its last sale price on the date of valuation or, if there
are no sales that day, at the closing bid quotation. All other
securities for which reliable quotations are available are valued
at the latest bid quotation. Other assets and securities are
valued at a fair value determined in good faith by the trustees of
the Fund.
How Will the Fund and its Shareholders be Taxed?
The Fund intends to distribute to its Shareholders
substantially all of its net income and realized capital gains. As
a result, the Fund intends to qualify as a "regulated investment
company" under Subchapter M of the Internal Revenue Code. Such
qualification generally relieves the Fund of any liability for
federal income taxes to the extent its earnings are timely
distributed to its Shareholders in accordance with certain
provisions of the Internal Revenue Code. Such distributions may
either be paid in cash or reinvested in additional Shares at net
asset value. Whether received in cash or reinvested in additional
Shares, distributed net investment income and net short-term
capital gains are taxable as ordinary income to the Shareholder.
Such distributions may be eligible in whole or in part for the
corporate dividends received deduction, which in this case is
generally 70%. Distributed long-term capital gains designated as
capital gain dividends are taxable as long-term capital gains to
the Shareholder, whether received in cash or reinvested in
additional Shares, and regardless of the period of time Shares have
been held by the Shareholder. Distributions designated by the Fund
as capital gains dividends are not eligible for the dividends
received deduction.
Distributions of the Fund's net investment income will
normally be made by the end of January. Capital gains
distributions, if any, will ordinarily also be made by the end of
January. It is possible that the Fund will declare a dividend in
October, November or December payable to Shareholders as of a
specified date in such months, and will actually pay the dividend
in January of the following year. In that case, Shareholders will
be required to report the amount of the dividend as income in the
year in which the dividend is declared even though the dividend is
not received until the following January. The Fund will inform
each Shareholder in writing of the tax status of such
distributions. You may choose the manner in which you desire to
receive such distributions by checking the appropriate box on the
application. Changes in these instructions may be made by writing
the Fund and will apply to the next record date.
GENERAL INFORMATION
The Fund
The Fund was established under Indiana law as a business trust
by a Declaration of Trust dated December 19, 1984. The Declaration
of Trust provides that no trustee, officer, employee or agent of
the Fund is liable to the Fund or to any Shareholder, nor is any
trustee, officer, employee or agent liable to any third persons in
connection with the affairs of the Fund, except as such liability
may arise from his own bad faith, willful misfeasance, gross
negligence or reckless disregard of his duties. It also provides
that all third persons shall look solely to the Fund property for
satisfaction of claims arising in connection with the affairs of
the Fund. with the exceptions stated above, the Declaration of
Trust provides that the trustees, officers, and employees are
entitled to be indemnified against all liability in connection with
the affairs of the Fund.
Description of the Shares
The Declaration of Trust permits the Trustees to issue an
unlimited number of Shares. Each Share represents an equal
proportionate beneficial interest in the Fund with each other
Share. Upon any liquidation of the Fund, Shareholders are entitled
to share pro rata in the net assets of the Fund available for
distribution to Shareholders. Shares are fully paid and non-
assessable by the Fund and have no pre-emptive or conversion
rights.
Shareholders are entitled to one vote for each full Share held
and fractional votes for fractional Shares held and are entitled to
cast their votes in the election of trustees and on other matters
submitted to the vote of Shareholders at annual Shareholders'
meetings. Voting rights are not cumulative. The Fund may not
change its investment objective or other fundamental policy without
the affirmative vote of the holders of a majority of the
outstanding voting Shares.
Reports to Shareholders
Each Shareholder will receive a confirmation statement
reflecting each purchase and redemption of Shares which the
Shareholder makes as well as periodic statements detailing
distributions made by the Fund. In addition, each Shareholder will
receive an annual report containing audited financial statements
and a semi-annual report containing unaudited financial statements.
Retirement Plans
The Fund offers an IRA and Rollover IRA plan to provide
investors the opportunity for tax sheltered retirement savings.
The money you deposit into your IRA with the Fund is invested in
Shares of the Fund with all dividends and capital gains
distributions automatically reinvested. Purchases and redemptions
of Shares of the Fund in IRA accounts are treated as any other
account. The initial contribution must be $1,000 or more, but
subsequent payments may be as little as $100.
Firstar Trust Company will serve as Custodian as set forth in
the Individual Retirement Custodial Account Agreement (Form 5305A)
and the Individual Retirement Account Disclosure Brochure, which
sets out all applicable fees. These documents are available by
contacting the Fund and should be read carefully. The Fund
recommends consultation with an attorney or tax advisor regarding
any IRA plan.
Shareholder Inquiries
Shareholders who wish information concerning the Fund's
investments should contact Pinnacle Fund, 36 South Pennsylvania,
Suite 610, Indianapolis, Indiana 46204; telephone number (317)
633-4080.
Share applications, redemption letters, inquiries, or
notifications concerning a Shareholder's account should be directed
to the Fund, c/o Firstar Trust Company, 615 East Michigan, 3rd
Floor, Milwaukee, Wisconsin 53202; telephone number (414) 765-4124;
TDD (Telecommunication Device for the Deaf) telephone number (800)
684-3416.
Custodian, Transfer and Disbursing Agent
Firstar Trust Company of Milwaukee, Wisconsin, a bank
incorporated under the laws of the State of Wisconsin, acts as
custodian for the Fund's assets and the transfer and disbursing
agent for the Fund.
PERFORMANCE INFORMATION
From time to time the Fund may advertise its total return.
Total return represents the change, over a specified period of
time, in the value of an investment in the Fund after reinvesting
all income and capital gains distributions. It is calculated by
dividing that change by the initial investment and is expressed as
a percentage.
FUND PERFORMANCE GRAPH
The graph below compares the performance of the Fund from
January 1, 1986 to December 31, 1995 to the performance of the
Standard & Poor's 500 Index, the Barra S&P 500 Growth Index and the
Consumer Price Index (CPI).
<TABLE>
<CAPTION>
Pinnacle Barra
Fund S&P 500 S&P Growth CPI
<S> <C> <C> <C> <C>
12/31/85 10,000.00 10,000.00 10,000.00 10,000.00
12/31/86 11,742.75 11,850.00 11,450.00 10,070.00
12/31/87 13,532.27 12,466.20 12,194.25 10,523.15
12/31/88 14,444.35 14,560.52 13,651.46 10,986.17
12/31/89 18,918.15 19,147.08 18,620.60 11,480.55
12/31/90 18,323.95 18,534.38 18,657.84 12,180.86
12/31/91 25,629.28 24,205.90 25,816.84 12,521.92
12/31/92 25,443.05 26,069.76 27,123.18 12,885.06
12/31/93 26,285.84 28,650.66 27,554.44 13,232.95
12/31/94 25,993.07 29,023.12 28,408.63 13,590.25
12/31/95 35,195.32 39,790.69 39,240.84 13,943.59
</TABLE>
<PAGE>
PROSPECTUS
Investment Advisor
HEARTLAND CAPITAL MANAGEMENT, INC.
Indianapolis 317/633-4080
Custodian, Transfer Agent and
Disbursing Agent
FIRSTAR TRUST COMPANY
Milwaukee 414/765-4124
Auditors
GEO. S. OLIVE & CO. LLC
Indianapolis
Counsel
SOMMER & BARNARD, PC
Indianapolis
