The Rockwood Growth Fund, Inc. (the "Fund") seeks long term capital
appreciation. This objective will be pursued through investment in common stocks
and securities convertible into common stocks. There is no assurance that the
Fund will achieve its objective.
NEWSPAPER LISTING Shares of the Fund are sold at the net asset value per share
as shown daily in the mutual fund section of newspapers nationwide under the
heading "Rockwood Growth."
This prospectus contains information you should know about the Fund
before you invest. Please keep it for future reference. The Fund's Statement of
Additional Information, dated August 19, 1996, has been filed with the
Securities and Exchange Commission ("SEC") and is incorporated by reference in
this prospectus. It is available at no charge by calling toll-free at
1-888-ROCKWOOD. The SEC maintains a Web site (http://www.sec.gov) that contains
the Fund's Statement of Additional Information, material incorporated by
reference, and other information regarding registrants that file electronically
with the SEC, as does the Fund. The Fund is an open-end non-diversified no-load
management investment company. Shares of the Fund are not bank deposits or
obligations of, or guaranteed or endorsed by any bank or any affiliate of any
bank, and are not Federally insured by, obligations of or otherwise supported by
the U.S. Government, the Federal Deposit Insurance Corporation, the Federal
Reserve Board or any other agency.
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.
<PAGE>
EXPENSE TABLES. The tables and example below are designed to help you understand
the various costs and expenses that you will bear directly or indirectly as an
investor in the Fund.
SHAREHOLDER TRANSACTION EXPENSES
Sales Load Imposed on Purchases............ NONE
Sales Load Imposed on Reinvested Dividends. NONE
Deferred Sales Load........................ NONE
Redemption Fee within 30 days of purchase..1.00%
Redemption Fee after 30 days of purchase... NONE
Exchange Fees.............................. NONE
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees (after reimbursement)......... 0.20%
12b-1 Fees.................................... 0.25%
Other Expenses ............................... 2.30%
-------
Total Fund Operating Expenses (after 2.75%
reimbursement)................................
EXAMPLE
You would pay the following expenses on a $1,000 investment,
assuming a 5% annual return and a redemption at the end of each time
period..................................................................
1 year 3 years 5 years 10 years
- ------ ------- ------- --------
$28 $85 $145 $308
The example set forth above assumes (i) reinvestment of all dividends and other
distributions and (ii) a 5% annual rate of return as required by the SEC. THE
EXAMPLE IS AN ILLUSTRATION ONLY AND SHOULD NOT BE CONSIDERED AN INDICATION OF
PAST OR FUTURE RETURNS AND EXPENSES. ACTUAL RETURNS AND EXPENSES MAY BE GREATER
OR LESS THAN THOSE SHOWN. The percentages given for Annual Fund Operating
Expenses are based on an assumed level of average net assets of $1 million to $2
million, and have been restated to reflect current management and 12b-1 fees.
Without the reimbursement of management fees, investment management fees and
total operating expenses would have been 1.00% and 3.55%, respectively, of
average net assets. Long term shareholders may pay more than the economic
equivalent of the maximum front-end sales charge permitted by the National
Association of Securities Dealers, Inc.'s ("NASD") rules regarding investment
companies. "Other Expenses" includes amounts payable to the Fund's Custodian and
Transfer Agent and reimbursable to the Investment Manager and the Distributor
for certain administrative and shareholder services, and does not include
interest expense from bank borrowing.
FINANCIAL HIGHLIGHTS are presented below for a share of capital stock
outstanding throughout each period. The following information is supplemental to
the Fund's financial statements and report thereon of Coopers & Lybrand LLP,
independent accountants, appearing in the October 31, 1995 Annual Report to
Shareholders and incorporated by reference in the Statement of Additional
Information; provided, however, that the information set forth for the six
months ended April 30, 1996 and the footnotes to the following table and the
Portfolio Turnover Rate ratios have not been so audited. This table should be
read in conjunction with the Fund's financial statements and the notes thereto.
<PAGE>
<TABLE>
6 MONTHS
ENDED APRIL YEARS ENDED OCTOBER 31,
30
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986*
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- -----
Net asset value at beginning of period $16.61 $16.32 $12.42 $11.32 $ 9.56 $14.96 $13.05 $ 9.93 $11.25 $10.22
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
$18.73
Income from investment operations:
Net investment income (loss) (.35) (.31) (.22) (.26) (.12) (.01) .03 (.01) .01 .12 .37
Net realized and unrealized gain (loss) 2.43 .51 4.16 1.22 1.83 (4.93) 2.06 3.30 (.69) .66
---- ------ ---- ---- ---- ------ ---- ---- ------ ----
on investments.......... 10.35
-----
Total from investment operations 2.12 .29 3.90 .10 1.82 (4.90) 2.05 3.31 (.57) 1.03
---- ------ ---- --- ----- ------ ---- ---- ----- ----
10.00
Less distributions:
Distributions from net interest income. .00 .00 .00 .00 (0.06) 0.00 0.00 (0.19) (0.37) .00
. . . . .00
Distributions from net realized gains .00 .00 .00 .00 0.00 (0.50) (0.14) 0.00 (0.38) .00
---- ----- ---- ----- ------- ------ ------- ----- ------- ----
.00
Total distributions..... .00 .00 .00 .00 .00 (0.06) (0.50) (0.14) (0.19) (0.75) .00
--- ---- ----- ------ ------ ------ ------- ---------------------- -----
Net asset value at end of period $28.73 18.73$16.61 $16.32 $12.42 $11.32 $9.56 $ 14.96 $13.05 $9.93 $11.25
======= ==== ===== ====== ====== ====== ===== ======= ====== ====== ======
TOTAL RETURN**............... 53.39% 12.76% 1.78% 31.40% 9.72% 19.04% (32.75) 15.71 33.33% (5.07) 10.08%
====== ====== ======= ====== ===== ====== ======= ===== ====== ====== ======
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period.. $773,871$714,155$737,962$599,582$876,782$865,459$1,544,824$722,172$410,461,$127,534
$1,227,128
Ratio of expenses to average net as 2.30% 2.00% 2.81% 2.46% 2.15% 1.83 1.81% 2.01% 1.17% .87%
===== ===== ===== ===== ===== ==== ===== ===== ===== =====
sets(a) ..................... 3.32%+
======
Ratio of net investment income to
average net assets(b). (1.77)% (1.38)% (1.67)% (1.09)% (.15)% .25% (.09)% .07% 1.53% 3.30%
======= ====== ====== ====== ====== ===== ====== ===== ===== =====
(2.98%)+
========
Portfolio turnover rate**.... 13.69% 30.04% 18.26%19.28%%%13.28% 14.35% 37.51% 55.83% 42.00% 30.00% 31.00%
========= ========= =========== ====== ====== ====== ====== ====== ======
</TABLE>
*From commencement of operations on April 30, 1986.
** Total returns and portfolio turnover rates for periods of less than one year
are not annualized.
+ Annualized.
(a) Ratio prior to reimbursement by the Investment Manager was 3.00%, 2.82%,
2.98%, 2.49%, 2.15%, 1.83%,1.81%, 2.01%, 1.17% and 6.76% for the periods ended
October 31, 1995, 1994, 1993, 1992, 1991, 1990, 1989, 1988, 1987 and 1986,
respectively.
(b) Ratio prior to reimbursement by the Investment Manager was (2.47)%, (2.20)%,
(1.76)%, (1.12)%, (.15)%, .25%, (.09)%, .07%, 1.53% and (2.59)% for the periods
ended October 31, 1995, 1994, 1993, 1992, 1991, 1990, 1989, 1988, 1987 and 1986,
respectively.
<PAGE>
TABLE OF CONTENTS
Expense Tables....................... Distributions and Taxes...................
Financial Highlights................. Determination of Net Asset Value..........
The Fund's Investment Program........ Investment Manager and Subadviser.........
How to Purchase Shares............... Distribution of Shares....................
Shareholder Services................. Performance Information...................
How to Redeem Shares................. Capital Stock.............................
Custodian and Transfer Agent..............
THE FUND'S INVESTMENT PROGRAM
The Fund's investment objective is long term capital appreciation. The Fund
seeks to achieve this objective by investing primarily in equity securities
that, in the opinion of the Investment Manager, are available at prices less
than their intrinsic value. Intrinsic value is a term reflecting an analyst's
subjective view of a company's worth. It may be based on such things as book
value, "hidden assets" (assets carried on the books of a corporation below
market value), the discounted present value of a natural resource (oil, gas,
timber, silver, etc.), or an earnings history/projection. The Investment Manager
believes that investing in such undervalued securities provides a greater
potential for overall investment return. Any income which the Fund earns is
incidental to its objective of capital appreciation. The risks associated with
an investment in the Fund are those related to fluctuations in the market value
of the Fund's portfolio. Also, at any time, the value of the Fund's shares may
be more or less than the investor's cost. The Fund is not intended for investors
who have as their primary objective conservation of capital.
The Fund will purchase common stocks, securities convertible into common
stocks and preferred stocks that are traded on domestic stock exchanges or in
the over-the-counter market. Common stocks and securities convertible into
common stocks are purchased primarily for their potential for long term capital
appreciation and not dividend yield or interest payments. The Fund may also
invest up to 5% of its net assets in shares of closed-end investment companies.
In addition to the Fund's expenses, as a shareholder in another investment
company, the Fund would bear its pro rata portion of the other investment
company's expenses.
The Fund retains the flexibility to respond promptly to changes in market
and economic conditions and the Investment Manager may employ a temporary
defensive investment strategy if it determines such a strategy to be warranted.
Under a defensive strategy, the Fund may hold cash and/or invest any portion or
all of its assets in high quality money market instruments of U.S. or foreign
government or corporate issuers. To the extent the Fund adopts a temporary
defensive posture, it will not be invested so as to directly achieve its
investment objective. In addition, pending investment of proceeds from new sales
of Fund shares or in order to meet ordinary daily cash needs, the Fund may hold
cash and may invest in foreign or domestic high quality money market
instruments. Money market instruments in which the Fund may invest include U.S.
or foreign government securities, high grade commercial paper, bank certificates
of deposit, bankers' acceptances, and repurchase agreements relating to any of
the foregoing.
SMALL CAPITALIZATION COMPANIES. The Fund may invest in companies that are small
or thinly
<PAGE>
capitalized, and may have a limited operating history. As a result, investment
in these securities involves greater risks and may be considered speculative.
For example, such companies may have more limited product lines, markets or
financial resources than companies with larger capitalizations, and may be more
dependent on a small management group. In addition, the securities of such
companies may trade less frequently and in smaller volume, and may be subject to
more abrupt or erratic price movements, than securities of large companies. The
Fund's positions in securities of such companies may be substantial in relation
to the market of such securities. Accordingly, it may be difficult for the Fund
to dispose of securities of these companies at prevailing market prices. Full
development of these companies takes time, and for this reason the Fund should
be considered a long term investment and not a vehicle for seeking short term
profit. The securities of small or thinly capitalized companies may also be more
sensitive to market changes than the securities of large companies. Such
companies may not be well known to the investing public and may not have
institutional ownership. Such companies may also be more vulnerable than larger
companies to adverse business or economic developments.
REPURCHASE AGREEMENTS. Repurchase agreements are transactions in which the Fund
purchases securities from a bank or securities dealer and simultaneously commits
to resell the securities to the bank or dealer at an agreed-upon date and price
reflecting a market rate of interest unrelated to the coupon rate or maturity of
the purchased securities. The Fund maintains custody of the underlying
securities prior to their repurchase; thus, the obligation of the bank or dealer
to pay the repurchase price on the date agreed to is, in effect, secured by such
securities. If the value of these securities is less than the repurchase price,
plus any agreed-upon additional amount, the other party to the agreement must
provide additional collateral so that at all times the collateral is at least
equal to the repurchase price, plus any agreed-upon additional amount. The
difference between the total amount to be received upon repurchase of the
securities and the price that was paid by the Fund upon their acquisition is
accrued as interest and included in the Fund's net investment income. Repurchase
agreements carry certain risks not associated with direct investments in
securities, including possible declines in the market value of the underlying
securities and delays and costs to the Fund if the other party to a repurchase
agreement becomes insolvent. The Fund intends to enter into repurchase
agreements only with banks and dealers in transactions believed by the
Investment Manager to present minimum credit risks in accordance with guidelines
established by the Fund's board of directors. The Investment Manager reviews and
monitors the creditworthiness of those institutions under the board's general
supervision.
OTHER INFORMATION. The Fund is "non-diversified," as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), but intends to continue to
qualify as a regulated investment company for Federal income tax purposes. This
means, in general, that more than 5% of the Fund's total assets may be invested
in the securities of one issuer (including a foreign government), but only if at
the close of each quarter of the Fund's taxable year, the aggregate amount of
such holdings is less than 50% of the value of its total assets and no more than
25% of the value of its total assets is invested in the securities of a single
issuer. To the extent that the Fund's portfolio at times may include the
securities of a smaller number of issuers than if it were "diversified," as
defined in the 1940 Act, the Fund may at such times be subject to greater risk
with respect to its portfolio securities than an investment company that invests
in a broader range of securities, in that changes in the financial condition or
market assessment of a single issuer may cause greater fluctuation in the Fund's
total return. The Fund may invest (i) up to 15% of its net assets in illiquid
securities, including repurchase agreements with a maturity of more than seven
days, and (ii) up to 10% of its total assets in restricted securities. Illiquid
<PAGE>
securities may be more difficult to value than more
widely traded securities and the prices realized from the sales of illiquid
securities may be less than if such securities were more widely traded. The Fund
may borrow money from banks for temporary or emergency purposes (not for
leveraging or investment) and engage in reverse repurchase agreements, but not
in excess of an amount equal to one third of the Fund's total net assets. The
Fund may not purchase securities for investment while any bank borrowing
equaling more than 5% of its total assets is outstanding.
In addition to the Fund's investment objective, the Fund has adopted certain
investment restrictions set forth in the Statement of Additional Information
that are fundamental and may not be changed without shareholder approval. The
Fund's other investment policies, including its investment objective, are not
fundamental and may be changed by the Board of Directors without shareholder
approval.
HOW TO PURCHASE SHARES
The Fund's shares are sold on a continuing basis at the net asset value per
share next determined after receipt and acceptance of the order by Investor
Service Center (see "Determination of Net Asset Value"). The minimum initial
investment is $500 for regular and Uniform Gifts/Transfers to Minors Act custody
accounts, and $100 for retirement plans established with the Fund, which include
individual retirement accounts ("IRAs"), simplified employee pension plan IRAs
("SEP-IRAs"), rollover IRAs, profit sharing and money purchase plans, and 403(b)
plan accounts. The minimum subsequent investment is $50. The initial investment
minimums are waived if you elect to invest $50 or more each month in the Fund
through the Rockwood Automatic Investment Program (see "Additional Investments"
below).
INITIAL INVESTMENT. The Account Application that accompanies this prospectus
should be completed, signed and, with a check or other negotiable bank draft
payable to The Rockwood Growth Fund, mailed to Investor Service Center, Box
419789, Kansas City, MO 64141-6789. Initial investments also may be made by
having your bank wire money, as set forth below, in order to avoid mail delays.
<PAGE>
ADDITIONAL INVESTMENTS. Additional investments may be made conveniently at any
time by any one or more of the following methods:
o ROCKWOOD AUTOMATIC INVESTMENT PROGRAM. With the Rockwood Automatic
Investment Program, you can establish a convenient and affordable long term
investment program through one or more of the Plans explained below. Each
Plan is designed to facilitate an automatic monthly investment of $50 or
more into your Fund account.
The ROCKWOOD BANK TRANSFER PLAN lets you purchase Fund shares on a
certain day each month by transferring electronically a specified
dollar amount from your regular checking account, NOW account, or bank
money market deposit account.
In the ROCKWOOD SALARY INVESTING PLAN, part or all of your salary may
be invested electronically in shares of the Fund on each pay date,
depending upon your employer's direct deposit program.
The ROCKWOOD GOVERNMENT DIRECT DEPOSIT PLAN allows you to deposit
automatically part or all of certain U.S. Government payments into your
Fund account. Eligible U.S. Government payments include Social
Security, pension benefits, military or retirement benefits, salary,
veteran's benefits and most other recurring payments.
For more information concerning these Plans, or to request the necessary
authorization form(s), please call Investor Service Center toll-free at
1-888- ROCKWOOD. You may modify or terminate the Bank Transfer Plan at any
time by written notice received at least 10 days prior to the scheduled
investment date. To modify or terminate the Salary Investing Plan or
Government Direct Deposit Plan, you should contact, respectively, your
employer or the appropriate U.S. government agency. The Fund reserves the
right to redeem any account if participation in the Program is terminated
and the account's value is less than $500. The Program and the Plans do not
assure a profit or protect against loss in a declining market, and you
should consider your ability to make purchases when prices are low.
o CHECK. Mail a check or other negotiable bank draft ($50 minimum), made
payable to The Rockwood Growth Fund, together with a Rockwood FastDeposit
form to Investor Service Center, Box 419789, Kansas City, MO 64141-6789. If
you do not use that form, please send a letter indicating the account number
to which the subsequent investment is to be credited, and name(s) of the
registered owner(s).
o ELECTRONIC FUNDS TRANSFER (EFT). With EFT, you may purchase additional
shares of the Fund quickly and simply, just by calling Investor Service
Center toll-free at 1- 888-ROCKWOOD. The bank you designate on your Account
Application or Authorization Form will be contacted to arrange for the EFT,
which is done through the Automated Clearing House system, to your Fund
account. For requests received by 4 p.m., eastern time, the investment will
be credited to your Fund account
<PAGE>
ordinarily within two business days. There is a $50 minimum for each EFT
investment. Your designated bank must be an Automated Clearing House member
and any subsequent changes in bank account information must be submitted in
writing with a voided check.
o FEDERAL FUNDS WIRE. You may wire money, by following the procedures set forth
below, to receive that day's net asset value per share.
INVESTING BY WIRE. For an initial investment by wire, you must first telephone
Investor Service Center toll-free at 1-888-ROCKWOOD, to give the name(s) under
which the account is to be registered, tax identification number, the name of
the bank sending the wire, and to be assigned a Rockwood Growth Fund account
number. You may then purchase shares by requesting your bank to transmit
immediately available funds ("Federal funds") by wire to: United Missouri Bank
NA, ABA #10-10-00695; for Account 98-7052-724-3; The Rockwood Growth Fund. Your
account number and name(s) must be specified in the wire as they are to appear
on the account registration. You should then enter your account number on your
completed Account Application and promptly forward it to Investor Service
Center, Box 419789, Kansas City, MO 64141-6789. This service is not available on
days when the Federal Reserve wire system is closed. Subsequent investments by
wire may be made at any time without having to call Investor Service Center by
simply following the same wiring procedures.
SHAREHOLDER ACCOUNTS. When you invest in the Fund, your account will be credited
with all full and fractional shares (to three decimal places), together with any
dividends and other distributions that are paid in additional shares (see
"Distributions and Taxes"). The Fund no longer issues stock certificates. For
joint tenant accounts, any account owner has the authority to act on the account
without notice to the other account owners. Investor Service Center in its sole
discretion and for its protection may, but is not obligated to, require the
written consent of all account owners of a joint tenant account prior to acting
upon the instructions of any account owner. You will receive transaction
confirmations upon purchasing or selling shares.
WHEN ORDERS ARE EFFECTIVE. The purchase price for Fund shares is the net asset
value of such shares next determined after receipt and acceptance by Investor
Service Center of a purchase order in proper form. All purchases are accepted
subject to collection at full face value in Federal funds. Checks must be made
payable to The Rockwood Growth Fund and drawn in U.S. dollars on a U.S. bank. No
third party checks will be accepted and the Fund reserves the right to reject
any order for any reason. Accounts are charged $30 by the Transfer Agent for
submitting checks for investment which are not honored by the investor's bank.
The Fund may in its discretion waive or lower the investment minimums.
SHAREHOLDER SERVICES
You may modify or terminate your participation in any of the Fund's special
plans or services at any time. Shares or cash should not be withdrawn from any
tax-advantaged retirement plan described below, however, without consulting a
tax adviser concerning
<PAGE>
possible adverse tax consequences. Additional information regarding any of the
following services is available from Investor Service Center by calling
toll-free at 1-888- ROCKWOOD.
ELECTRONIC FUNDS TRANSFER (EFT). You automatically have the privilege of linking
your bank account designated on your Account Application or Authorization Form
and your Fund account with Rockwood's EFT service. With EFT, you use the
Automated Clearing House system to electronically transfer money quickly and
safely between your bank and Fund accounts. EFT may be used for purchasing and
redeeming Fund shares, direct deposit of dividends into your bank account, the
Automatic Investment Program, the Systematic Withdrawal Plan, and systematic IRA
distributions. You may decline this privilege by checking the indicated blank on
the Account Application. Any subsequent changes in bank account information must
be submitted in writing (and the Fund may require the signature to be
guaranteed), with a voided check.
SYSTEMATIC WITHDRAWAL PLAN. If you own Fund shares with a value of at least
$20,000 you may elect an automatic monthly or quarterly withdrawal of cash from
your Fund account in fixed dollar, share, or percentage amounts, subject to a
minimum amount of $100. Under the Systematic Withdrawal Plan, all dividends and
other distributions, if any, are reinvested in the Fund.
ASSIGNMENT. Fund shares may be transferred to another owner. Instructions are
available from Investor Service Center by calling toll-free at 1-888-ROCKWOOD.
TAX-ADVANTAGED RETIREMENT PLANS. These plans provide an opportunity to set aside
money for retirement in a tax-advantaged account in which earnings can be
compounded without incurring a tax liability until the money and earnings are
withdrawn. Contributions may be fully or partially deductible (or
non-deductible) for Federal income tax purposes as noted below. Information on
any of the plans described below is available from Investor Service Center by
calling toll-free at 1-888- ROCKWOOD.
The minimum investment to establish a Rockwood IRA or other retirement plan
is $100. Minimum subsequent investments are $50. The initial investment minimums
are waived if you elect to invest $50 or more each month in the Fund through the
Rockwood Automatic Investment Program. There are no set-up fees for any Rockwood
Retirement Plan. Subject to change on 30 days' notice, the plan custodian
charges Rockwood Retirement Plans a $10 annual fiduciary fee, $10 for each
distribution prior to age 59 1/2, and a $20 plan termination fee; however, the
annual fiduciary fee is waived if your Rockwood Retirement Plan has assets of
$10,000 or more or if you invest regularly through the Rockwood Automatic
Investment Program.
|X| IRA AND SEP-IRA ACCOUNTS. Anyone with earned income who is less than
age 70 1/2 at the end of the tax year, even if also participating in
another type of retirement plan, may establish an IRA and contribute
each year up to $2,000 or 100% of earned income, whichever is less, and
an aggregate of up to $2,250 when a non-working spouse is also covered
in a separate spousal account. If each
<PAGE>
spouse has at least $2,000 of earned income each year, they may
contribute up to $4,000 annually. Employers may also make contributions
to an IRA on behalf of an individual under a SEP-IRA in any amount up
to 15% of up to $150,000 of compensation. Generally, taxpayers may
contribute to an IRA during the tax year and through the next year
until the income tax return for that year is due, without regard to
extensions. Thus, most individuals may contribute for the 1996 tax year
from January 1, 1996 through April 15, 1997.
DEDUCTIBILITY. IRA contributions are fully deductible for many taxpayers.
For a taxpayer who is an active participant in an employer-maintained
retirement plan (or whose spouse is), a portion of IRA contributions is
deductible if adjusted gross income (before the IRA deductions) is
$40,000-$50,000 (if married) and $25,000- $35,000 (if single). Only IRA
contributions by a taxpayer who is an active participant in an
employer-maintained retirement plan (or whose spouse is) and has adjusted
gross income of more than $50,000 (if married) and $35,000 (if single) will
not be deductible. An eligible individual may establish a Rockwood IRA under
the prototype plan available through the Fund, even though such individual
or spouse actively participates in an employer-maintained retirement plan.
o IRA TRANSFER AND ROLLOVER ACCOUNTS. Special forms are available from Investor
Service Center by calling toll-free at 1-888-ROCKWOOD, which make it easy to
transfer or roll over IRA assets to a Rockwood IRA. An IRA may be transferred
from one financial institution to another without adverse tax consequences.
Similarly, no taxes need be paid on a lump-sum distribution that you may receive
as a payment from a qualified pension or profit sharing plan due to retirement,
job termination, or termination of the plan, so long as the assets are put into
an IRA Rollover account within 60 days of the payment. Withholding for Federal
income tax purposes is required at the rate of 20% for "eligible rollover
distributions" made from any retirement plan (other than an IRA) that are not
directly transferred to an "eligible retirement plan," such as a Rockwood
Rollover Account.
o PROFIT SHARING AND MONEY PURCHASE PLANS. These provide an opportunity to
accumulate earnings on a tax-deferred basis by permitting corporations, self-
employed individuals (including partners) and their employees generally to
contribute (and deduct) up to $30,000 annually or, if less, 25% (15% for profit
sharing plans) of compensation or self-employment earnings of up to $150,000.
Corporations and partnerships, as well as all self-employed persons, are
eligible to establish these plans. In addition, a person who is both salaried
and self-employed, such as a college professor who serves as a consultant, may
adopt these retirement plans based on self-employment earnings.
|X| SECTION 403(B) ACCOUNTS. Section 403(b)(7) of the Internal Revenue Code
of 1986, as amended ("Code"), permits the establishment of custodial
accounts on behalf of employees of public school systems and certain
tax-exempt organizations. A partici pant in such a plan does not pay
taxes on any contributions made by the participant's employer to the
participant's account pursuant to a salary reduction
<PAGE>
agreement, up to a maximum amount, or "exclusion allowance." The
exclusion allowance is generally computed by multiplying the
participant's years of service times 20% of the participant's
compensation included in gross income received from the employer
(reduced by any amount previously contributed by the employer to any
403(b) account for the benefit of the participant and excluded from the
participant's gross income). However, the exclusion allowance may not
exceed the lesser of 25% of the participant's compensation (limited as
above) or $30,000. Contributions and subsequent earnings thereon are
not taxable until withdrawn, when they are received as ordinary income.
HOW TO REDEEM SHARES
Generally, you may redeem by any of the methods explained below. Requests
for redemption should include the following information: your account
registration information including address, account number and taxpayer
identification number; dollar value, number or percentage of shares to be
redeemed; how and to where the proceeds are to be sent; if applicable, the
bank's name, address, ABA routing number, bank account registration and account
number, and a contact person's name and telephone number; and your daytime
telephone number.
BY MAIL. You may request that the Fund redeem any amount by submitting a written
request to Investor Service Center, Box 419789, Kansas City, MO 64141-6789,
signed by the record owner(s). If the written request is sent to the Fund, it
will be forwarded to the above address.
BY TELEPHONE. You may telephone Investor Service Center toll-free at 1-888-
ROCKWOOD, to expedite redemption of Fund shares.
You may redeem as little as $250 worth of shares by requesting Electronic
Funds Transfer (EFT) service. With EFT, you can redeem Fund shares quickly
and conveniently because Investor Service Center will contact the bank
designated on your Account Application or Authorization Form to arrange for
the electronic transfer of your redemption proceeds (through the Automated
Clearing House system) to your bank account. EFT proceeds are ordinarily
available in your bank account within two business days.
If you are redeeming $1,000 or more worth of shares, you may request that
the proceeds be mailed to your address of record or mailed or wired to your
authorized bank.
Telephone requests received on Fund business days by 4 p.m. eastern time
will be redeemed from your account that day, and if received after 4 p.m.
eastern time, on the next Fund business day. Any subsequent changes in bank
account information must be submitted in writing, signature guaranteed, with a
voided check. Redemptions by telephone may be difficult or impossible to
implement during periods of rapid changes in economic or market conditions.
REDEMPTION PRICE AND FEES. The redemption price is the net asset value per share
<PAGE>
next determined after receipt of the redemption request in proper form. The Fund
is designed as a long term investment, and short term trading is discouraged.
Accordingly, if shares of the Fund held for 30 days or less are redeemed or
exchanged, the Fund will deduct a redemption fee equal to one percent of the net
asset value of shares redeemed or exchanged. The fee will be retained by the
Fund and used to offset the transaction costs that short term trading imposes on
the Fund and its shareholders. If an account contains shares with different
holding periods (i.e. some shares held 30 days or less, some shares held 31 days
or more), the shares with the longest holding period will be redeemed first to
determine if the Fund's redemption fee applies. Shares acquired through the
reinvestment of dividends and other distributions or redeemed under the
Systematic Withdrawal Plan are exempt from the redemption fee. Registered
broker/dealers, investment advisers, banks, and insurance companies may open
accounts and redeem shares by telephone or wire and may impose a charge for
handling purchases and redemptions when acting on behalf of others.
REDEMPTION PAYMENT. Payment for shares redeemed will be made as soon as
possible, ordinarily within seven days after receipt of the redemption request
in proper form. The right of redemption may not be suspended, or date of payment
delayed more than seven days, except for any period (i) when the New York Stock
Exchange is closed or trading thereon is restricted as determined by the SEC;
(ii) under emergency circumstances as determined by the SEC that make it not
reasonably practicable for the Fund to dispose of securities owned by it or
fairly to determine the value of its assets; or (iii) as the SEC may otherwise
permit. The mailing of proceeds on redemption requests involving any shares
purchased by personal, corporate, or government check or EFT transfer is
generally subject to a fifteen day delay to allow the check or transfer to
clear. The fifteen day clearing period does not affect the trade date on which a
purchase or redemption order is priced, or any dividends and other distributions
to which you may be entitled through the date of redemption. The clearing period
does not apply to purchases made by wire.
TELEPHONE PRIVILEGES. You automatically have all telephone privileges to, among
other things, authorize purchases and redemptions with EFT or by other means,
unless declined on the Account Application or otherwise in writing. Neither the
Fund nor Investor Service Center shall be liable for any loss or damage for
acting in good faith upon instructions received by telephone and believed to be
genuine. The Fund employs reasonable procedures to confirm that instructions
communicated by telephone are genuine and if it does not, it may be liable for
losses due to unauthorized or fraudulent transactions. These procedures include
requiring personal identification prior to acting upon telephone instructions,
providing written confirmation of such transactions, and recording telephone
conversations. The Fund may modify or terminate any telephone privileges or
shareholder services (except as noted) at any time without notice.
SIGNATURE GUARANTEES. No signature guarantees are required when payment is to be
made to you at your address of record. If the redemption proceeds are to be paid
to a non-shareholder of record, or to an address other than your address of
record, or the shares are to be assigned, the Transfer Agent may require that
your signature be
<PAGE>
guaranteed by an entity acceptable to the Transfer Agent, such as a commercial
bank or trust company or member firm of a national securities exchange or of the
NASD. A notary public may not guarantee signatures. The Transfer Agent may
require further documentation, and may restrict the mailing of redemption
proceeds to your address of record within 60 days of such address being changed
unless you provide a signature guarantee as described above.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. The Fund pays dividends annually to its shareholders from its net
investment income, if any. The Fund also makes an annual distribution to its
sharehold ers out of any net realized capital gains, after offsetting any
capital loss carryover, and any net realized gains from foreign currency
transactions. Dividends and other distributions, if any, are declared, and
payable to shareholders of record, on a date in December of each year. Such
distributions may be paid in January of the following year, in which event they
will be deemed received by the shareholders on the preceding December 31 for tax
purposes. The Fund may also make an additional distribution following the end of
its fiscal year out of any undistributed income and capital gains. Dividends and
other distributions are made in additional Fund shares, unless you elect to
receive cash on the Account Application or so elect subsequently by calling
Investor Service Center toll-free at 1-888-ROCKWOOD. For Federal income tax
purposes, dividends and other distributions are treated in the same manner
whether received in additional Fund shares or in cash. Any election will remain
in effect until you notify Investor Service Center to the contrary. Any dividend
or other distribution will have the effect of reducing the net asset value of
the Fund's shares on the payment date by the amount thereof. Furthermore, any
such dividend or other distribution, although similar in effect to a return of
capital, will be subject to taxes.
TAXES. The Fund intends to continue to qualify for treatment as a regulated
investment company under the Code ("RIC") so that it will be relieved of Federal
income tax on that part of its investment company taxable income (generally
consisting of net investment income, net short term capital gains, and net gains
from certain foreign currency transactions) and net capital gain (the excess of
net long term capital gain over net short term capital loss) that is distributed
to its shareholders. Dividends paid by the Fund from its investment company
taxable income (whether paid in cash or in additional Fund shares) generally are
taxable to its shareholders, other than shareholders that are not subject to tax
on their income, as ordinary income to the extent of the Fund's earnings and
profits; a portion of those dividends may be eligible for the corporate
dividends-received deduction. Distributions by the Fund of its net capital gain
(whether paid in cash or in additional Fund shares), when designated as such by
the Fund, are taxable to the shareholders as long term capital gains, regardless
of how long they have held their Fund shares. The Fund notifies its shareholders
following the end of each calendar year of the amounts of dividends and capital
gain distributions paid (or deemed paid) that year and of any portion of those
dividends that qualifies for the corporate dividends-received deduction. Any
dividend or other distribution paid by the
<PAGE>
Fund will reduce the net asset value of Fund shares by the amount of the
distribution. Furthermore, such distribution, although similar in effect to a
return of capital, will be subject to taxes.
The Fund is required to withhold 31% of all dividends, capital gain
distributions, and redemption proceeds payable to any individuals and certain
other noncorporate shareholders who do not provide the Fund with a correct
taxpayer identification number. Withholding at that rate also is required from
dividends and capital gain distributions payable to such shareholders who are
otherwise subject to backup withholding.
The foregoing is only a summary of some of the important Federal income tax
considerations generally affecting the Fund and its shareholders; see the
Statement of Additional Information for a further discussion. Since other tax
considerations may apply, you should consult your tax adviser.
DETERMINATION OF NET ASSET VALUE
The value of a share of the Fund is based on the value of its net assets.
The Fund's net assets are the total of its investments and all other assets
minus any liabilities. The value of one share is determined by dividing the net
assets by the total number of shares outstanding. This is referred to as "net
asset value per share," and is determined as of the close of regular trading on
the New York Stock Exchange (currently, 4 p.m. eastern time, unless weather,
equipment failure or other factors contribute to an earlier closing) each
business day of the Fund. A business day of the Fund is any day on which the New
York Stock Exchange is open for trading. The following are not business days of
the Fund: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Portfolio securities and other assets of the Fund are valued primarily on
the basis of market quotations, if readily available. Securities and other
assets for which quotations are not readily available will be valued at fair
value as determined in good faith by or under the direction of the Board of
Directors.
INVESTMENT MANAGER AND SUBADVISER
Rockwood Advisers, Inc. (the "Investment Manager") acts as general manager
of the Fund, being responsible for the various functions assumed by it,
including regularly furnishing advice with respect to portfolio transactions.
The Investment Manager also furnishes or obtains on behalf of the Fund all
services necessary for the proper conduct of the Fund's business and
administration. The Investment Manager retains final discretion in the
investment and reinvestment of the Fund's assets, subject to the control and
oversight of the Board of Directors. The Investment Manager is authorized to
place portfolio transactions with an affiliated broker/dealer, and may allocate
brokerage transactions by taking into account the sales of shares of the Fund
and other affiliated investment companies. The Investment Manager may allocate
transactions to broker/dealers that remit a portion of their commissions as a
credit against the Fund's
<PAGE>
expenses. For its services, the Investment Manager receives a fee based on the
average daily net assets of the Fund, at the annual rate of 1% on the first $200
million and declining thereafter as a percentage of average daily net assets.
This fee is higher than fees paid by most other investment companies. During the
fiscal year ended October 31, 1995, investment management fees paid by the Fund
after reimbursement represented less than 0.01% of average daily net assets. The
Investment Manager provides certain administrative services to the Fund at cost.
Bassett S. Winmill may be deemed a controlling person of the Investment Manager.
The Investment Manager has entered into a subadvisory agreement with Aspen
Securities and Advisory, Inc., an Idaho corporation (the "Subadviser"), for
certain subadvisory services. The Subadviser advises and consults with the
Investment Manager regarding the selection, clearing and safekeeping of the
Fund's portfolio investments and assists in pricing and generally monitoring
such investments. The principal business address of the Subadviser is 545 Shoup
Avenue, No. 303, Idaho Falls, Idaho 83402. Ross H. Farmer may be deemed a
controlling person of the Subadviser as the term is defined in the Investment
Company Act of 1940. The Investment Manager, not the Fund, pays the Subadviser
monthly a percentage of the Investment Manager's net fees based upon the Fund's
performance and its total net assets ranging from ten to fifty percent of the
Investment Manager's net fees. The Subadviser had served as the investment
adviser to the Fund until August 19, 1996. Mr. Ross Farmer, the Subadviser's
President, has been the Fund's portfolio manager since April 1986 and currently
serves as the Fund's portfolio manager together with the Investment Manager's
Investment Policy Committee. Mr. Farmer has been President of the Subadviser
since 1986.
DISTRIBUTION OF SHARES
Pursuant to a Distribution Agreement, Investor Service Center, Inc. (the
"Distributor"), 11 Hanover Square, New York, NY 10005, acts as the Fund's
principal agent for the sale of its shares. The Investment Manager is an
affiliate of the Distributor. The Fund has also adopted a plan of distribution
(the "Plan") pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Plan,
the Fund pays the Distributor a fee in an amount of 0.25% per annum of the
Fund's average daily net assets for distribution and service activities. This
fee may be retained by the Distributor or passed through to brokers, banks and
others who provide services to their customers who are Fund shareholders or to
the Distributor. The Fund will pay the fee to the Distributor until either the
Plan is terminated or not renewed. In that event, the Distributor's expenses in
excess of fees received or accrued through the termination day will be the
Distributor's sole responsibility and not obligations of the Fund. During the
period they are in effect, the Distribution Agreement and Plan obligate the Fund
to pay a fee to the Distributor as compensation for its distribution and service
activities. If the Distributor's expenses exceeds the fee, the Fund will not be
obligated to pay any additional amount to the Distributor. If the Distributor's
expenses are less than the fee, it may realize a profit.
<PAGE>
PERFORMANCE INFORMATION
Advertisements and other sales literature for the Fund may refer to the
Fund's "average annual total return" and "cumulative total return." All such
quotations are based upon historical earnings and are not intended to indicate
future performance. The investment return on and principal value of an
investment in the Fund will fluctuate, so that an investor's shares when
redeemed may be worth more or less than their original cost. In addition to
advertising average annual total return and cumulative total return, comparative
performance information may be used from time to time in advertising the Fund's
shares, including data from Morningstar, Inc., Lipper Analytical Services, Inc.
and other sources. "Average annual total return" is the average annual
compounded rate of return on a hypothetical $1,000 investment made at the
beginning of the advertised period. In calculating average annual total return,
all dividends and other distributions are assumed to be reinvested. "Cumulative
total return" is calculated by subtracting a hypothetical $1,000 payment to the
Fund from the ending redeemable value of such payment (at the end of the
relevant advertised period), dividing such difference by $1,000 and multiplying
the quotient by 100. In calculating ending redeemable value, all dividends and
other distributions are assumed to be reinvested in additional Fund shares.
Although the Fund imposes a 1% redemption fee on the redemption of shares held
for 30 days or less, all of the periods for which performance is quoted are
longer than 30 days, and therefore the 1% fee is not reflected in the
performance calculations. In addition, there is no sales charge upon
reinvestment of dividends or other distributions. For more information regarding
how the Fund's average annual total return and cumulative total return is
calculated, see "Calculation of Performance Data" in the Statement of Additional
Information. The Fund's annual report to shareholders contains further
information about the Fund's performance, and is available free of charge upon
request.
The accompanying total return performance graph compares the results of a
$10,000 investment in the Fund and in the Russell 2000 Small Company Stock Index
("Russell 2000"). The Russell 2000 is an unmanaged small company index that is
fully invested in common stocks. Performance graphs are from April 30, 1986 to
October 31, 1995, and results in each case reflect reinvestment of dividends and
distributions.
Plot Points:
Fund: $11,008, $10,408, $13,937, $16,148, $10,673, $12,709, $13,944,
$18,334,$18,650, $21,390
Russell 2000: $9,427, $8,143, $10,351, $11,963, $8,695, $13,791, $15,099,
$19,990,$19,927, $23,581
The change from the preceding fiscal year, when the Fund selected the
Valueline Arithmetic ("Valueline"), is to reflect the broad diversity of equity
securities in which the Fund may invest. For the period from April 30, 1986 to
October 31, 1995, the Valueline's final value was $26,407, total return was
164.07%, and average annual return was 10.79%. For the fiscal year ending
October 31, 1995, the Fund appreciated
<PAGE>
12.76%. This gain is attributable to the general appreciation of the Fund's
holdings, not any particular company or industry group.
CAPITAL STOCK
The Fund is a non-diversified open-end management investment company
organized as an Idaho corporation on March 7, 1985. The Fund is authorized to
issue up to 100,000,000 shares ($.10 par value). The Fund's stock is freely
assignable by way of pledge (as, for example, for collateral purposes), gift,
settlement of an estate and also by an investor to another investor. Each share
has equal dividend, voting, liquidation, and redemption rights with every other
share. The shares are non-assessable and have no preemptive or conversion
rights.
The Fund is currently required to hold an annual meeting of shareholders to
elect directors and to transact such other business as may properly be brought
before the meeting. In addition, the holders of 10% of the Fund's shares may
call a meeting at any time.
CUSTODIAN AND TRANSFER AGENT
Investors Bank & Trust Company, 89 South Street, Boston, MA 02111, acts as
custodian of the Fund's assets, performs certain accounting services for the
Fund, and may appoint one or more subcustodians provided such subcustodianship
is in compliance with the rules and regulations promulgated under the 1940 Act.
The Fund's transfer and dividend disbursing agent ("Transfer Agent") is DST
Systems, Inc., Box 419789, Kansas City, MO 64141-6789. The Distributor provides
certain shareholder administration services to the Fund and is reimbursed its
cost by the Fund. The Fund may also enter into agreements with brokers, banks
and others who would perform, on behalf of its customers, certain shareholder
services not otherwise provided by the Transfer Agent or the Distributor.
<PAGE>
Statement of Additional Information August 19, 1996
THE ROCKWOOD GROWTH FUND, INC.
11 Hanover Square
New York, NY 10005
Toll-free: 1-888-ROCKWOOD
This Statement of Additional Information regarding The Rockwood Growth
Fund, Inc. ("Fund") is not a prospectus and should be read in conjunction with
the Fund's prospectus dated August 19, 1996. The prospectus is available to
prospective investors without charge upon request to Investor Service Center,
Inc., the Fund's distributor, by calling toll-free at 1-888- ROCKWOOD.
TABLE OF CONTENTS
THE FUND'S INVESTMENT PROGRAM..................2
INVESTMENT RESTRICTIONS........................5
OFFICERS AND DIRECTORS.........................7
INVESTMENT MANAGER............................11
SUBADVISER AND SUBADVISORY AGREEMENT..........12
CALCULATION OF PERFORMANCE DATA...............14
DISTRIBUTION OF SHARES........................18
DETERMINATION OF NET ASSET VALUE..............20
PURCHASE OF SHARES............................21
ALLOCATION OF BROKERAGE.......................21
DISTRIBUTIONS AND TAXES.......................24
REPORTS TO SHAREHOLDERS.......................25
1
<PAGE>
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT.....25
AUDITORS .............................................25
FINANCIAL STATEMENTS..................................25
THE FUND'S INVESTMENT PROGRAM
The following information supplements the information concerning the
investment objective, policies and limitations of the Fund found in the
Prospectus. The Fund's investment objective of capital appreciation is
non-fundamental and may be changed by the Fund's Board of Directors without
shareholder approval. Fund shareholders will be notified at least thirty days in
advance of a change in the Fund's investment objective, and shareholders will
not be charged a redemption fee if they redeem after such notice and prior to
the change of investment objective.
U.S. GOVERNMENT SECURITIES. The U.S. government securities in which the
Fund may invest include direct obligations of the U.S. government (such as
Treasury bills, notes and bonds) and obligations issued by U.S. government
agencies and instrumentalities backed by the full faith and credit of the U.S.
government, such as those issued by the Government National Mortgage
Association. In addition, the U.S. government securities in which the Fund may
invest include securities supported primarily or solely by the creditworthiness
of the issuer, such as securities issued by the Federal National Mortgage
Association, the Federal Home Loan Mortgage Corporation and the Tennessee Valley
Authority. In the case of obligations not backed by the full faith and credit of
the U.S. government, the Fund must look principally to the agency or
instrumentality issuing or guaranteeing the obligation for ultimate repayment
and may not be able to assert a claim against the U.S. government itself in the
event the agency or instrumentality does not meet its commitments. Accordingly,
these securities may involve more risk than securities backed by the U.S.
government's full faith and credit.
BORROWING. The Fund may incur overdrafts at its custodian bank from
time to time in connection with redemptions and/or the purchase of portfolio
securities. In lieu of paying interest to the custodian bank, the Fund may
maintain equivalent cash balances prior or subsequent to incurring such
overdrafts. If cash balances exceed such overdrafts, the custodian bank may
credit interest thereon against fees.
ILLIQUID ASSETS. The Fund may not purchase or otherwise acquire any
security or invest in a repurchase agreement if, as a result, (a) more than 15%
of the Fund's net assets would be invested in illiquid assets, including
repurchase agreements not entitling the holder to payment of principal within
seven days, or (b) more than 10% of the Fund's total assets would be invested in
securities that are illiquid by virtue of restrictions on the sale of such
securities to the public without registration under the Securities Act of 1933,
as amended ("1933 Act"). The term "illiquid assets" for this purpose includes
securities that cannot be disposed of within seven days in the ordinary course
of business at approximately the amount at which the Fund has
2
<PAGE>
valued the securities.
Illiquid restricted securities may be sold by the Fund only in
privately negotiated transactions or in a public offering with respect to which
a registration statement is in effect under the 1933 Act. Where registration is
required, the Fund may be obligated to pay all or part of the registration
expenses and a considerable period may elapse between the time of the decision
to sell and the time the Fund may be permitted to sell a security under an
effective registration statement. If, during such a period, adverse market
conditions were to develop, the Fund might obtain a less favorable price than
prevailed when it decided to sell.
In recent years a large institutional market has developed for certain
securities that are not registered under the 1933 Act, including private
placements, repurchase agreements, commercial paper, foreign securities,
municipal securities and corporate bonds and notes. These instruments are often
restricted securities because the securities are either themselves exempt from
registration or sold in transactions not requiring registration. Institutional
investors generally will not seek to sell these instruments to the general
public, but instead will often depend either on an efficient institutional
market in which such unregistered securities can be readily resold or on an
issuer's ability to honor a demand for repayment. Therefore, the fact that there
are contractual or legal restrictions on resale to the general public or certain
institutions is not dispositive of the liquidity of such investments.
Rule 144A under the 1933 Act establishes a "safe harbor" from the
registration requirements of the 1933 Act for resales of certain securities to
qualified institutional buyers. Institutional restricted securities markets may
provide both readily ascertainable values for restricted securities and the
ability to liquidate an investment in order to satisfy share redemption orders
on a timely basis. Such markets might include automated systems for the trading,
clearance and settlement of unregistered securities, such as the PORTAL System
sponsored by the National Association of Securities Dealers, Inc. An
insufficient number of qualified buyers interested in purchasing certain
restricted securities held by the Fund, however, could affect adversely the
marketability of such portfolio securities, and the Fund might be unable to
dispose of such securities promptly or at favorable prices.
The Board of Directors of the Fund has delegated the function of making
day-to-day determinations of liquidity to Rockwood Advisers, Inc. (the
"Investment Manager") pursuant to guidelines approved by the Board. The
Investment Manager takes into account a number of factors in reaching liquidity
decisions, including (1) the frequency of trades and quotes for the security,
(2) the number of dealers willing to purchase or sell the security and the
number of other potential purchasers, (3) dealer undertakings to make a market
in the security, and (4) the nature of the security and the nature of the
marketplace trades (e.g., the time needed to dispose of the security, the method
of soliciting offers and the mechanics of transfer). The Investment Manager
monitors the liquidity of restricted securities in the Fund's portfolio and
reports periodically on such decisions to the Board of Directors.
LENDING. The Fund may lend up to one-third of its total assets to other
parties, although it has no current intention of doing so. If the Fund engages
in lending transactions, it will enter into lending agreements that require that
the loans be continuously secured by cash, securities issued or guaranteed by
the U.S. government, its agencies or instrumentalities, or any
3
<PAGE>
combination of cash and such securities, as collateral equal at all times to at
least the market value of the assets lent. To the extent of such activities, the
custodian will apply credits against its custodial charges. There are risks to
the Fund of delay in receiving additional collateral and risks of delay in
recovery of, and failure to recover, the assets lent should the borrower fail
financially or otherwise violate the terms of the lending agreement. Loans will
be made only to borrowers deemed by the Investment Manager to be of good
standing and when, in the Investment Manager's judgment, the consideration which
can be earned currently from such lending transactions justifies the attendant
risk. Any loan made by the Fund will provide that it may be terminated by either
party upon reasonable notice to the other party.
CONVERTIBLE SECURITIES. The Fund may invest up to 5% of its net assets
in convertible securities which are bonds, debentures, notes, preferred stocks
or other securities that may be converted into or exchanged for a specified
amount of common stock of the same or a different issuer within a particular
period of time at a specified price or formula. A convertible security entitles
the holder to receive interest generally paid or accrued on debt or the dividend
paid on preferred stock until the convertible security matures or is redeemed,
converted or exchanged. Convertible securities have unique investment
characteristics in that they generally (i) have higher yields than common
stocks, but lower yields than comparable non-convertible securities, (ii) are
less subject to fluctuation in value than the underlying stock since they have
fixed income characteristics and (iii) provide the potential for capital
appreciation if the market price of the underlying common stock increases.
The value of a convertible security is a function of its "investment
value" (determined by its yield comparison with the yields of other securities
of comparable maturity and quality that do not have a conversion privilege) and
its "conversion value" (the security's worth, at market value, if converted into
the underlying common stock). The investment value of a convertible security is
influenced by changes in interest rates, with investment value declining as
interest rates increase and increasing as interest rates decline. The credit
standing of the issuer and other factors also may have an effect on the
convertible security's investment value. The conversion value of a convertible
security is determined by the market price of the underlying common stock. If
the conversion value is low relative to the investment value, the price of the
convertible security is governed principally by its investment value and
generally the conversion value decreases as the convertible security approaches
maturity. To the extent the market price of the underlying common stock
approaches or exceeds the conversion price, the price of the convertible
security will be increasingly influenced by its conversion value. In addition, a
convertible security will sell at a premium over its conversion value determined
by the extent to which investors place value on the right to acquire the
underlying common stock while holding a fixed income security.
The Fund will exchange or convert the convertible securities held in
its portfolio into shares of the underlying common stock when, in the Investment
Manager's opinion, the investment characteristics of the underlying common
shares will assist the Fund in achieving its investment objective. Otherwise,
the Fund may hold or trade convertible securities. In selecting convertible
securities for the Fund, the Investment Manager evaluates the investment
characteristics of the convertible security as a fixed income instrument and the
investment potential of the underlying equity security for capital appreciation.
In evaluating these matters with respect to a particular convertible security,
the Investment Manager considers numerous
4
<PAGE>
factors, including the economic and political outlook, the value of the security
relative to other investment alternatives, trends in the determinants of the
issuer's profits, and the issuer's management capability and practices.
EQUITY SECURITIES. Equity securities involve greater risk of loss of
income than debt securities because issuers are not obligated to pay dividends.
In addition, equity securities are subordinate to debt securities, and are more
subject to changes in economic and industry conditions and in the financial
condition of the issuers of such securities.
INVESTMENT RESTRICTIONS
The Fund has adopted the following fundamental investment restrictions
that may not be changed without the approval of the lesser of (a) 67% or more of
the voting securities of the Fund present at a meeting if the holders of more
than 50% of the outstanding voting securities of the Fund are present or
represented by proxy or (b) more than 50% of the outstanding voting securities
of the Fund. Any investment restriction which involves a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after, and is caused by, an acquisition
of securities or assets of, or borrowing by, the Fund. The Fund may not:
1. Borrow money, except to the extent permitted by the Investment Company Act of
1940, as amended ("1940 Act");
2. Engage in the business of underwriting the securities of other issuers,
except to the extent that the Fund may be deemed to be an underwriter under the
Federal securities laws in connection with the disposition of the Fund's
authorized investments;
3. Purchase or sell real estate, provided that the Fund may invest in securities
(excluding limited partnership interests) secured by real estate or interests
therein or issued by companies which invest in real estate or interests therein;
4. Purchase or sell physical commodities, although it may enter into (a)
commodity and other futures contracts and options thereon, (b) options on
commodities, including foreign currencies, (c) forward contracts on commodities,
including foreign currencies, and (d) other financial contracts or derivative
instruments;
5. Lend its assets, provided however, that the following are not prohibited: (a)
the making of time or demand deposits with banks, (b) the purchase of debt
securities such as bonds, debentures, commercial paper, repurchase agreements
and short term obligations in accordance with the Fund's investment objectives
and policies, and (c) engaging in securities and other asset loan transactions
to the extent permitted by the 1940 Act;
6. Issue senior securities, except to the extent permitted by the 1940 Act; or
7. Purchase a security if, as a result, 25% or more of the value of the Fund's
total assets would be invested in the securities of issuers in a single
industry, except that this
5
<PAGE>
limitation does not apply to securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.
The Fund's Board of Directors has established the following
non-fundamental investment limitations that may be changed by the Board without
shareholder approval:
(i) The Fund's investments in warrants, valued at the lower of
cost or market, may not exceed 5% of the value of its net
assets, which amount may include warrants which are not listed
on the New York or American Stock Exchange provided that such
warrants, valued at the lower of cost or market, do not exceed
2% of the Fund's net assets, and further provided that this
restriction does not apply to warrants attached to, or sold as
a unit with, other securities;
(ii) The Fund may not invest in interests in oil, gas or other
mineral exploration or development programs or leases,
although it may invest in the securities of issuers which
invest in or sponsor such programs or such leases;
(iii) The Fund may not invest more than 5% of its net assets in
securities of companies having a record of less than three
years continuous operations (including operations of
predecessors);
(iv) The Fund may not purchase or otherwise acquire any security or invest
in a repurchase agreement if, as a result, (a) more than 15% of the
Fund's net assets (taken at current value) would be invested in
illiquid assets, including repurchase agreements not entitling the
holder to payment of principal within seven days, or (b) more than 10%
of the Fund's total assets would be invested in securities that are
illiquid by virtue of restrictions on the sale of such securities to
the public without registration under the 1933 Act;
(v) The Fund may not make short sales of securities or maintain a
short position, except (a) the Fund may buy and sell options,
futures contracts, options on futures contracts, and forward
contracts, and (b) the Fund may sell "short against the box"
where the Fund contemporaneously owns or has the right to
obtain at no added cost securities identical to those sold
short;
(vi) The Fund may not purchase securities on margin, except that the Fund
may obtain such short term credits as are necessary for the clearance
of transactions, and provided that margin payments and other deposits
made in connection with transactions in options, futures contracts,
forward contracts and other derivative instruments shall not be deemed
to constitute purchasing securities on margin;
(vii) The Fund may not purchase or retain securities of any issuer if those
officers or Directors of the Fund, its Investment Manager or its
subadviser who each own beneficially more than 1/2 of 1% of the
securities of an issuer own beneficially together more than 5% of the
securities of that issuer;
(viii) The Fund may not purchase the securities of any investment company
except (a) by purchase in the open market where no commission or profit
to a sponsor or dealer
6
<PAGE>
results from such purchase, provided that immediately after such
purchase no more than: 10% of the Fund's total assets are invested in
securities issued by investment companies, 5% of the Fund's total
assets are invested in securities issued by any one investment company,
or 3% of the voting securities of any one such investment company are
owned by the Fund, and (b) when such purchase is part of a plan of
merger, consolidation, reorganization or acquisition of assets;
(ix) The Fund may not borrow money, except (a) from a bank for temporary or
emergency purposes (not for leveraging or investment) or (b) by engaging in
reverse repurchase agreements, provided however, that borrowings pursuant to (a)
and (b) do not exceed an amount equal to one third of the total value of the
Fund's assets taken at market value, less liabilities other than borrowings. The
Fund may not purchase securities for investment while any bank borrowing
equaling 5% or more of its total assets is outstanding. If at any time the
Fund's borrowings come to exceed the limitation set forth in (1) above, such
borrowing will be promptly (within three days, not including Sundays and
holidays) reduced to the extent necessary to comply with this limitation;
(x) The aggregate value of securities underlying put options on securities
written by the Fund, determined as of the date the put options are written, will
not exceed 25% of the Fund's net assets, and the aggregate value of securities
underlying call options on securities written by the Fund, determined as of the
date the call options are written, will not exceed 25% of the Fund's net assets;
(xi) The Fund may purchase a put or call option on a security or a security
index, including any straddles or spreads, only if the value of its premium,
when aggregated with the premiums on all other such instruments held by the
Fund, does not exceed 5% of the Fund's total assets;
(xii) To the extent that the Fund enters into futures contracts, options on
futures contracts and options on foreign currencies traded on a CFTC-regulated
exchange, in each case that are not for bona fide hedging purposes (as defined
by the Commodity Futures Trading Commission ("CFTC")), the aggregate initial
margin and premiums required to establish these positions (excluding the amount
by which options are "in-the-money") may not exceed 5% of the liquidation value
of the Fund's portfolio, after taking into account unrealized profits and
unrealized losses on any contracts the Fund has entered into; and
(xiii) The Fund may not mortgage, pledge or hypothecate any assets in excess of
one-third of the Fund's total assets.
OFFICERS AND DIRECTORS
The officers and Directors of the Fund, their respective offices, date
of birth and principal occupations during the last five years are set forth
below. Unless otherwise noted, the address of each is 11 Hanover Square, New
York, NY 10005.
BASSETT S. WINMILL* -- Chairman of the Board. He is Chairman of the Board of
five of the
7
<PAGE>
other investment companies in the investment company complex (the "Complex") and
of Bull & Bear Group, Inc. ("Group"), the parent of the Investment Manager. He
was born February 10, 1930. He is a member of the New York Society of Security
Analysts, the Association for Investment Management and Research and the
International Society of Financial Analysts. He is the father of Mark C. Winmill
and Thomas B. Winmill.
ROBERT D. ANDERSON* -- Vice Chairman and Director. He is Vice Chairman and a
Director of five other investment companies in the Complex and of the Investment
Manager and its affiliates. He was born December 7, 1929. He is a member of the
Board of Governors of the Mutual Fund Education Alliance, and of its
predecessor, the No-Load Mutual Fund Association. He has also been a member of
the District #12, District Business Conduct and Investment Companies Committees
of the NASD.
RUSSELL E. BURKE III -- Director. 900 Park Avenue, New York, NY 10021. He was
born August 23, 1946. He is President of Russell E. Burke III, Inc. Fine Art,
New York, New York. From 1988 to 1991, he was President of Altman Burke Fine
Arts, Inc. From 1983 to 1988, he was Senior Vice President of Kennedy Galleries.
He is also a Director of three other investment companies in the Complex.
BRUCE B. HUBER, CLU, ChFC, MSFS -- Director. 3443 Highway 66, Neptune, NJ 07753.
He is Senior Consultant with The Berger Financial Group, LLC specializing in
financial, estate and insurance matters. From March 1995 to December 31, 1995,
he was President of Huber Hogan Knotts Consulting, Inc. From 1990 to March 1995,
he was President of Huber-Hogan Associates. From 1988 to 1990, he was Chairman
of Bruce Huber Associates. He was born February 7, 1930. He is also a Director
of six other investment companies in the Complex.
JAMES E. HUNT -- Director. One Dag Hammarskjold Plaza, New York, NY 10017. He is
a principal of Kenny, Kindler, Hunt & Howe, Inc., executive recruiting
consultants. He was born December 14, 1930. From 1976 until 1983 he was Vice
President of Russell Reynolds Associates, Inc., also executive recruiting
consultants. He is also a Director of six other investment companies in the
Complex.
FREDERICK A. PARKER, JR. -- Director. 219 East 69th Street, New York, NY 10021.
He is President and Chief Executive Officer of American Pure Water Corporation,
a manufacturer of water purifying equipment. He was born November 14, 1926. He
is also a Director of six other investment companies in the Complex.
JOHN B. RUSSELL -- Director. 334 Carolina Meadows Villa, Chapel Hill, NC 27514.
He was Executive Vice President and a Director of Dan River, Inc., a diversified
textile company, from 1969 until he retired in 1981. He was born February 9,
1923. He is a Director of Wheelock, Inc., a manufacturer of signal products, and
a consultant for the National Executive Service Corps in the health care
industry. He is also a Director of six other investment companies in the
Complex.
MARK C. WINMILL* -- Director, Co-President, Co-Chief Executive Officer, and
Chief Financial Officer. He is Chief Financial Officer of the Investment Manager
and certain of its affiliates. He is also a Director of two of the investment
companies in the Complex. He received his M.B.A.
8
<PAGE>
from the Fuqua School of Business at Duke University in 1987. From 1983 to 1985
he was Assistant Vice President and Director of Marketing of E.P. Wilbur & Co.,
Inc., a real estate development and syndication firm and Vice President of
E.P.W. Securities, its broker/dealer subsidiary. He is the brother of Thomas B.
Winmill. He was born November 26, 1957.
THOMAS B. WINMILL* -- Director, Co-President, Co-Chief Executive Officer, and
General Counsel. He is President of the Investment Manager and the Distributor,
and of their affiliates. He is also a Director of three of the investment
companies in the Complex. He was associated with the law firm of Harris, Mericle
& Orr from 1984 to 1987. He is a member of the New York State Bar and the SEC
Rules Committee of the Investment Company Institute. He is a brother of Mark C.
Winmill. He was born June 25, 1959.
The executive officers of the Fund, each of whom serves at the pleasure
of the Board of Directors, are as follows:
MARK C. WINMILL -- Co-President, Co-Chief Executive Officer, and Chief Financial
Officer. (see biographical information above).
THOMAS B. WINMILL -- Co-President, Co-Chief Executive Officer, and General
Counsel (see biographical information above).
ROBERT D. ANDERSON -- Vice Chairman (see biographical information above).
STEVEN A. LANDIS -- Senior Vice President. He is Senior Vice President of the
Investment Manager and certain of its affiliates. From 1993 to 1995, he was
Associate Director -- Proprietary Trading at Barclays De Zoete Wedd Securities
Inc., from 1992 to 1993 he was Director, Bond Arbitrage at WG Trading Company,
and from 1989 to 1992 he was Vice President of Wilkinson Boyd Capital Markets.
He was born March 1, 1955.
BRETT B. SNEED, CFA -- Senior Vice President. He is Senior Vice President of the
Investment Manager and certain of its affiliates. He is a Chartered Financial
Analyst, a member of the Association for Investment Management and Research, and
a member of the New York Society of Security Analysts. From 1986 to 1988, he
managed private accounts, from 1981 to 1986, he was Vice President of Morgan
Stanley Asset Management, Inc. and prior thereto was a portfolio manager and
member of the Finance and Investment Committees of American International Group,
Inc., an insurance holding company. He was born June 11, 1941.
JOSEPH LEUNG, CPA -- Treasurer and Chief Accounting Officer. He is Treasurer and
Chief Accounting Officer of the Investment Manager and its affiliates. From 1992
to 1995 he held various positions with Coopers & Lybrand L.L.P., a public
accounting firm. From 1991 to 1992, he was the accounting supervisor at
Retirement Systems Group, a mutual fund company. From 1987 to 1991, he held
various positions with Ernst & Young LLP, a public accounting firm. He is a
member of the American Institute of Certified Public Accountants. He was born
September 15, 1965.
WILLIAM J. MAYNARD -- Vice President and Secretary. He is Vice President and
Secretary of the Investment Manager and its affiliates. From 1991 to 1994 he was
associated with the law
9
<PAGE>
firm of Skadden, Arps, Slate, Meagher & Flom. He is a member of the New York
State Bar. He was born September 13, 1964.
* Bassett S. Winmill, Robert D. Anderson, Mark C. Winmill and Thomas B. Winmill
are "interested persons" of the Fund as defined by the 1940 Act, because of
their positions with the Investment Manager.
COMPENSATION TABLE
NAME OF Aggregate Pension or Estimated Total Com
PERSON, Compensa- Retirement Annual pensation
POSITION tion From Benefits Benefits Upon From
Registrant Accrued as Retirement Registrant and
Part of Fund Fund Complex
Expenses Paid to
Directors
Russell E. Burke None None None $9,000 from 4
III, Director Investment
Companies
Bruce B. Huber, None None None $12,500 from 7
Director Investment
Companies
James E. Hunt, None None None $12,500 from 7
Director Investment
Companies
Frederick A. None None None $12,500 from 7
Parker, Director Investment
Companies
John B. Russell, None None None $12,500 from 7
Director Investment
Companies
Information in the above table is based on fees paid during the year
ended October 31, 1995.
No officer, Director or employee of the Fund's Investment Manager
receives any compensation from the Fund for acting as an officer, Director or
employee of the Fund.
As of June 17, 1996 no person beneficially owned either directly or
through one or more controlled companies, more than 25% of the voting securities
of the Fund. As of the same date, the following persons owned of record and
beneficially, in amounts stated after their names, 5% or more of the Fund's
outstanding securities:
10
<PAGE>
Name and Address Number of Shares Percentage
Ronald W. Kiehn 5,172.101 11.2%
P.O. Box 4152
Jackson, WY 83001
Pfendler Family 3,411.585 7.39%
Revocable Living Trust
2507 Harsh Avenue, S.E.
Massillon, OH 44646
As of June 17, 1996, the officers and directors of the Fund owned, as a
group, 21% of the outstanding voting securities of the Fund.
INVESTMENT MANAGER
The Investment Manager acts as general manager of the Fund, being
responsible for the various functions assumed by it, including the regular
furnishing of advice with respect to portfolio transactions. The Investment
Manager also furnishes or obtains on behalf of the Fund all services necessary
for the proper conduct of the Fund's business and administration. As
compensation for its services to the Fund, the Investment Manager is entitled to
a fee, payable monthly, based upon the Fund's average daily net assets. Under
the Fund's Investment Management Agreement dated August 16, 1996, the Investment
Manager receives a fee at the annual rate of:
1.00% of the first $200 million of the Fund's average daily
net assets .95% of average daily net assets over $200 million
up to $400 million .90% of average daily net assets over $400
million up to $600 million .85% of average daily net assets
over $600 million up to $800 million .80% of average daily net
assets over $800 million up to $1 billion .75% of average
daily net assets over $1 billion.
The percentage fee is calculated on the daily value of the Fund's net assets at
the close of each business day. The foregoing fees are higher than fees paid by
most other investment companies.
Under the Investment Management Agreement, the Fund assumes and shall
pay all the expenses required for the conduct of its business including, but not
limited to, (a) salaries of administrative and clerical personnel; (b) brokerage
commissions; (c) taxes and governmental fees; (d) costs of insurance and
fidelity bonds; (e) fees of the transfer agent, custodian, legal counsel and
auditors; (f) association fees; (g) costs of preparing, printing and mailing
proxy materials, reports and notices to shareholders; (h) costs of preparing,
printing and mailing the prospectus and statement of additional information and
supplements thereto; (i) payment of dividends and other distributions; (j) costs
of Board and shareholders meetings; (k) fees of the independent directors; (l)
necessary office space rental; (m) all fees and expenses (including expenses of
counsel) relating to the registration and qualification of shares of the Fund
under applicable federal and state securities laws and maintaining such
registrations and
11
<PAGE>
qualifications; and (n) such non-recurring expenses as may arise, including,
without limitation, actions, suits or proceedings affecting the Fund and the
legal obligation which the Fund may have to indemnify its officers and directors
with respect thereto.
If requested by the Fund's Board of Directors, the Investment Manager
may provide other services to the Fund such as, without limitation, the
functions of billing, accounting, certain shareholder communications and
services, administering state and Federal registrations, filings and controls
and other administrative services. Any services so requested and performed will
be for the account of the Fund and the costs of the Investment Manager in
rendering such services shall be reimbursed by the Fund, subject to examination
by those directors of the Fund who are not interested persons of the Investment
Manager or any affiliate thereof.
The Fund's Investment Management Agreement continues from year to year
only if a majority of the Fund's directors (including a majority of
disinterested directors) or a majority of the holders of the Fund's outstanding
voting securities approve. The Investment Management Agreement may be terminated
without penalty at any time by vote of the Fund's directors or by vote of the
holders of a majority of the Fund's outstanding voting securities on 60 days'
written notice to the Investment Manager, or by the Investment Manager on 60
days' written notice to the Fund, and terminates automatically in the event of
its assignment. The Investment Management Agreement provides that the Investment
Manager shall not be liable to the Fund or any shareholder of the Fund for any
error of judgment or mistake of law or for any loss suffered by the Fund or the
Fund's shareholders in connection with the matters to which the Investment
Management Agreement relates. Nothing contained in the Investment Management
Agreement, however, shall be construed to protect the Investment Manager against
liability to the Fund by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties or by reason of its reckless
disregard of obligations and duties under the Investment Management Agreement.
The Investment Management Agreement provides that the Investment
Manager shall waive all or part of its fee or reimburse the Fund monthly if and
to the extent the aggregate operating expenses of the Fund exceed the most
restrictive limit imposed by any state in which shares of the Fund are qualified
for sale or such lesser amount as may be agreed to by the Fund's Board of
Directors and the Investment Manager. Currently, the most restrictive state
imposed limit applicable to the Fund is 2.5% of the first $30 million of the
Fund's average daily net assets, 2.0% of the next $70 million of its average
daily net assets and 1.5% of its average daily net assets in excess of $100
million. Certain expenses, such as brokerage commissions, taxes, interest,
distribution fees, certain expenses attributable to investing outside the United
States and extraordinary items, are excluded from this limitation.
For the years ended 1993, 1994, and 1995 Aspen Securities and Advisory,
Inc., the current Subadviser and the Fund's previous investment adviser, earned,
before reimbursement of certain expenses, $4,911, $4,896, and $5,112,
respectively, in fees from the Fund. These fees were calculated pursuant to a
different fee schedule under which the Investment Manager's fee is currently
calculated. For the years ended October 31, 1993, 1994, and 1995 the Subadviser
reimbursed $4,153, $5,759, and $5,103, respectively, to the Fund for expenses in
excess of expense limitations.
12
<PAGE>
The Investment Manager, a registered investment adviser, is a
wholly-owned subsidiary of Bull & Bear Group, Inc. ("Group"). The other
principal subsidiaries of Group include Investor Service Center, Inc., a
registered broker-dealer, Bull & Bear Advisers, Inc. and Midas Management
Corporation, registered investment advisers, and Bull & Bear Securities, Inc., a
registered broker-dealer providing discount brokerage services.
Group is a publicly-owned company whose securities are listed on the
Nasdaq and traded in the over-the-counter market. Bassett S. Winmill may be
deemed a controlling person of Group on the basis of his ownership of 100% of
Group's voting stock and, therefore, of the Investment Manager. The investment
companies in the Complex, each of which is managed by an affiliate of the
Investment Manager, had net assets in excess of $425,000,000 as of June 4, 1996.
SUBADVISER AND SUBADVISORY AGREEMENT
The Investment Manager has entered into a subadvisory agreement with
the Subadviser for certain subadvisory services. The Subadviser advises and
consults with the Investment Manager regarding the selection, clearing and
safekeeping of the Fund's portfolio investments and assists in pricing and
generally monitoring such investments.
In consideration of the Subadviser's services, the Investment Manager,
and not the Fund, pays to the Subadviser a percentage of the Investment
Manager's Net Fees. "Net Fees" are defined as the actual amounts received by the
Investment Manager as compensation less reimbursements, if any, pursuant to the
guaranty of the Investment Management Agreement and waivers of such compensation
by the Investment Manager. The amount of the percentage is determined by the
grid and accompanying definitions set forth as follows:
SUBADVISER'S FEE AS A PERCENTAGE OF INVESTMENT MANAGER'S NET FEES
<TABLE>
RELATIVE PERFORMANCEA
TOTAL NET ASSETSB More than 50 basis Within 50 basis More than 50
points better than ATR points of ATR basis points
below ATR
<S> <C> <C> <C> <C>
Less then or equal to $15,000,000 30% 20% 10%
Greater then $15,000,000 and 40% 30% 20%
Less then or equal to $50,000,000
Greater tben $50,000,000 50% 40% 30%
- ---------------------------------- -------------------------------------------------------------------
</TABLE>
A. "Relative Performance" shall be determined from comparing the Fund's total
return with the average total return ("ATR") of funds with the investment
objective of "growth" as compiled by Morningstar, Inc., or, if unavailable,
other similar service acceptable to the parties and the Fund. The Relative
Performance shall be determined as of the last calendar day of each month
13
<PAGE>
("Performance Determination Date") and shall measure the Relative Performance
for the most recent 3 year period ("Measurement Period"), except that (A) for
the first 12 months of this Subadvisory Agreement, Relative Performance shall be
based upon annualized returns, the first three Performance Determination Dates
shall be the next three calendar quarter ends after the effective date of this
Subadvisory Agreement, and the Measurement Periods shall be the most recent
three months and the fourth Performance Determination Date shall be the next
calendar quarter end and the Measurement Period shall be the most recent 1 year
period, and (B) for the 13th through the 24th month of this Subadvisory
Agreement, Relative Performance shall be determined as of the last calendar day
of each month and shall measure the Relative Performance for the most recent 1
year period.
B. "Total Net Assets" shall be the total net assets of the Fund as of the
Performance Determination Date.
Under the Subadvisory Agreement's fee structure, the Investment Manager
retains more of its fee (and therefore passes on a lower portion of its fee to
the Subadviser) when the Fund underperforms the ATR by more than 50 basis points
than when the Fund outperforms the ATR by more than 50 basis points.
The Subadvisory Agreement is not assignable and automatically
terminates in the event of its assignment, or in the event of the termination of
the Investment Management Agreement. The Subadvisory Agreement may also be
terminated without penalty on 60 days' written notice at the option of either
party thereto or by the Fund, by the Board of Directors or by a vote of Fund
shareholders. The Subadvisory Agreement provides that the Subadviser shall not
be liable to the Fund for any error of judgment or mistake of law or for any
loss suffered by the Fund in connection with the matters to which the
Subadvisory Agreement relates. Nothing contained in the Subadvisory Agreement,
however, shall be construed to protect the Subadviser against liability to the
Fund by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of its reckless disregard of obligations
and duties under the Subadvisory Agreement. The Subadviser is controlled by Ross
H. Farmer, who owns 79% of the Subadviser's outstanding stock, and who is a
controlling person of the Subadviser as the term is defined in the 1940 Act.
CALCULATION OF PERFORMANCE DATA
Advertisements and other sales literature for the Fund may refer to the
Fund's "average annual total return" and "cumulative total return." All such
quotations are based upon historical earnings and are not intended to indicate
future performance. The investment return on and principal value of an
investment in the Fund will fluctuate, so that the investor's shares when
redeemed may be worth more or less than their original cost.
The Fund's performance prior to August 18, 1996 was achieved during a
period when the Fund's asset size was small relative to its asset size as of the
date of this Statement of Additional Information. No assurances can be given
that the Fund will achieve similar performance in the future.
AVERAGE ANNUAL TOTAL RETURN
14
<PAGE>
Average annual total return is computed by finding the average annual
compounded rates of return over the periods indicated in the advertisement that
would equate the initial amount invested to the ending redeemable value,
according to the following formula:
P(1+T)n = ERV
Where: P = a hypothetical initial payment of $1,000;
T = average annual total return;
n = number of years; and
ERV = ending redeemable value at the end of the period of a
hypothetical $1,000 payment made at the beginning of such
period.
This calculation assumes all dividends and other distributions are reinvested at
net asset value on the appropriate reinvestment dates as described in the
Prospectus, and includes all recurring fees, such as investment advisory and
Rule 12b-1 fees, charged to all shareholder accounts.
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDED OCTOBER 31, 1995
Since inception 8.33%
Five Years 14.53%
One Year 12.76%
CUMULATIVE TOTAL RETURN
Cumulative total return is calculated by finding the cumulative
compounded rate of return over the period indicated in the advertisement that
would equate the initial amount invested to the ending redeemable value,
according to the following formula:
CTR=( ERV-P )100
P
CTR = Cumulative total return
ERV = ending redeemable value at the end of the period of a hypothetical
$1,000 payment made at the beginning of such period
15
<PAGE>
P = initial payment of $1,000
This calculation deducts the maximum sales charge from the initial hypothetical
$1,000 investment, assumes all dividends and other distributions are reinvested
at net asset value on the appropriate reinvestment dates as described in the
Prospectus, and includes all recurring fees, such as investment advisory and
management fees, charged to all shareholder accounts.
The cumulative return for the Fund for the periods ending October 31,
1995 and beginning at the inception of the Fund (April 30, 1986), and for the
five year and one year periods is 113.90%, 100.61%, and 12.76%, respectively.
SOURCE MATERIAL From time to time, in marketing pieces and other Fund
literature, the Fund's performance may be compared to the performance of broad
groups of comparable mutual funds or unmanaged indexes of comparable securities.
Evaluations of Fund performance made by independent sources may also be used in
advertisements concerning the Fund. Sources for Fund performance information may
include, but are not limited to, the following:
Bank Rate Monitor, a weekly publication which reports yields on various bank
money market accounts and certificates of deposit.
Barron's, a Dow Jones and Company, Inc. business and financial weekly that
periodically reviews mutual fund performance and other data.
Bloomberg, a computerized market data source and portfolio analysis system.
Bond Buyer Municipal Bond Index (20 year), an index of municipal bonds provided
by a national periodical reporting on municipal securities.
Business Week, a national business weekly that periodically reports the
performance rankings and ratings of a variety of mutual funds.
CDA/Wiesenberger Investment Companies Services, an annual compendium of
information about mutual funds and other investment companies, including
comparative data on funds' backgrounds, management policies, salient features,
management results, income and dividend records, and price ranges.
Consumer's Digest, a bimonthly magazine that periodically features the
performance of a variety of investments, including mutual funds.
Financial Times, Europe's business newspaper, which from time to time reports
the performance of specific investment companies in the mutual fund industry.
Forbes, a national business publication that from time to time reports the
performance of specific investment companies in the mutual fund industry.
Fortune, a national business publication that periodically rates the performance
of a variety of
16
<PAGE>
mutual funds.
Goldman Sachs Convertible Bond Index -- currently includes 67 bonds and 33
preferred shares. The original list of names was generated by screening for
convertible issues of 100 million or greater in market capitalization. The index
is priced monthly.
Global Investor, a European publication that periodically reviews the
performance of U.S. mutual funds.
Growth Fund Guide, a newsletter providing a mutual fund rating service published
for over 25 years.
IBC's Money Fund Report, a weekly publication of money market fund total net
assets, yield, and portfolio composition.
Individual Investor, a newspaper that periodically reviews mutual fund
performance and other data.
Investment Advisor, a monthly publication reviewing performance of mutual funds.
Investor's Business Daily, a nationally distributed newspaper which regularly
covers financial news.
Kiplinger's Personal Finance Magazine, a monthly publication periodically
reviewing mutual fund performance.
Lehman Brothers, Inc. "The Bond Market Report" reports on various Lehman
Brothers bond indices.
Lehman Government/Corporate Bond Index -- is a widely used index composed of
government, corporate, and mortgage backed securities.
Lehman Long Term Treasury Bond -- is composed of all bonds covered by the Lehman
Treasury Bond Index with maturities of 10 years or greater.
Lipper Analytical Services, Inc., a publication periodically reviewing mutual
funds industry-wide by means of various methods of analysis.
Merrill Lynch Pierce Fenner & Smith Taxable Bond Indices reports on a variety of
bond indices.
Money, a monthly magazine that from time to time features both specific funds
and the mutual fund industry as a whole.
Morgan Stanley Capital International EAFE Index, is an arithmetic, market
value-weighted average of the performance of over 900 securities listed on the
stock exchanges of countries in Europe, Australia and the Far East.
Morningstar, Mutual Fund Values, publications of Morningstar, Inc., periodically
reviewing mutual funds industry-wide by means of various methods of analysis and
textual commentary.
17
<PAGE>
Mutual Fund Forecaster, a newsletter providing a mutual fund rating service.
Nasdaq Industrial Index -- is composed of more than 3,000 industrial issues. It
is a value-weighted index calculated on price change only and does not include
income.
New York Times, a nationally distributed newspaper which regularly covers
financial news.
The No-Load Fund Investor, a monthly newsletter that reports on mutual fund
performance, rates funds, and discusses investment strategies for mutual fund
investors.
Personal Investing News, a monthly news publication that often reports on
investment opportunities and market conditions.
Personal Investor, a monthly investment advisory publication that includes a
special section reporting on mutual fund performance, yields, indexes, and
portfolio holdings.
Russell 3000 Index -- consists of the 3,000 largest stocks of U.S. domiciled
companies commonly traded on the New York and American Stock Exchanges or the
Nasdaq over-the-counter market, accounting for over 90% of the market value of
publicly traded stocks in the U.S.
Russell 2000 Small Company Stock Index -- consists of the smallest 2,000 stocks
within the Russell 3000; a widely used benchmark for small capitalization common
stocks.
Salomon Brothers GNMA Index -- includes pools of mortgages originated by private
lenders and guaranteed by the mortgage pools of the Government National Mortgage
Association.
Salomon Brothers High-Grade Corporate Bond Index -- consists of publicly issued,
non-convertible corporate bonds rated AA or AAA. It is a value-weighted, total
return index, including approximately 800 issues with maturities of 12 years or
greater.
Salomon Brothers Broad Investment-Grade Bond Index -- is a market-weighted index
that contains approximately 4,700 individually priced investment-grade corporate
bonds rated BBB or better, U.S.
Treasury/agency issues and mortgage pass-through securities.
Salomon Brothers Market Performance tracks the Salomon Brothers bond index.
Standard & Poor's 500 Composite Stock Price Index -- is an index of 500
companies representing the U.S. stock market.
Standard & Poor's 100 Composite Stock Price Index -- is an index of 100
companies representing the U.S. stock market.
Standard & Poor's Preferred Index is an index of preferred securities.
Success, a monthly magazine targeted to the world of entrepreneurs and growing
businesses, often featuring mutual fund performance data.
18
<PAGE>
USA Today, a national newspaper that periodically reports mutual fund
performance data.
U.S. News and World Report, a national weekly that periodically reports mutual
fund performance data.
Wall Street Journal, a nationally distributed newspaper which regularly covers
financial news.
Wilshire 5000 Equity Indexes -- consists of nearly 5,000 common equity
securities, covering all stocks in the U.S. for which daily pricing is
available.
Wilshire 4500 Equity Index -- consists of all stocks in the Wilshire 5000 except
for the 500 stocks in the Standard & Poor's 500 Index.
Indices prepared by the research departments of such financial
organizations as Salomon Brothers, Inc., Merrill Lynch, Pierce, Fenner & Smith,
Inc., Bear Stearns & Co., Inc., and Ibbotson Associates may be used, as well as
information provided by the Federal Reserve Board.
DISTRIBUTION OF SHARES
Pursuant to a Distribution Agreement, Investor Service Center, Inc.
("Distributor") acts as principal distributor of the Fund's shares. Under the
Distribution Agreement, the Distributor shall use its best efforts, consistent
with its other businesses, to sell shares of the Fund. Fund shares are sold
continuously. Pursuant to a Plan of Distribution ("Plan") adopted pursuant to
Rule 12b-1 under the 1940 Act, the Fund pays the Distributor monthly a fee in
the amount of one-quarter of one percent per annum of the Fund's average daily
net assets as compensation for its distribution and service activities.
In performing distribution and service activities pursuant to the Plan,
the Distributor may spend such amounts as it deems appropriate on any activities
or expenses primarily intended to result in the sale of the Fund's shares or the
servicing and maintenance of shareholder accounts, including, but not limited
to: advertising, direct mail, and promotional expenses; compensation to the
Distributor and its employees; compensation to and expenses, including overhead
and telephone and other communication expenses, of the Distributor, the
Investment Manager, the Fund, and selected dealers and their affiliates who
engage in or support the distribution of shares or who service shareholder
accounts; fulfillment expenses, including the costs of printing and distributing
prospectuses, statements of additional information, and reports for other than
existing shareholders; the costs of preparing, printing and distributing sales
literature and advertising materials; and internal costs incurred by the
Distributor and allocated by the Distributor to its efforts to distribute shares
of the Fund or service shareholder accounts such as office rent and equipment,
employee salaries, employee bonuses and other overhead expenses.
Among other things, the Plan provides that (1) the Distributor will
submit to the Fund's Board of Directors at least quarterly, and the Directors
will review, reports regarding all amounts expended under the Plan and the
purposes for which such expenditures were made, (2) the Plan will continue in
effect only so long as it is approved at least annually, and any material
amendment or agreement related thereto is approved, by the Fund's Board of
Directors, including those Directors who are not "interested persons" of the
Fund and who have no direct or indirect financial
19
<PAGE>
interest in the operation of the Plan or any agreement related to the Plan
("Plan Directors"), acting in person at a meeting called for that purpose,
unless terminated by vote of a majority of the Plan Directors, or by vote of a
majority of the outstanding voting securities of the Fund, (3) payments by the
Fund under the Plan shall not be materially increased without the affirmative
vote of the holders of a majority of the outstanding voting securities of the
Fund and (4) while the Plan remains in effect, the selection and nomination of
Directors who are not "interested persons" of the Fund shall be committed to the
discretion of the Directors who are not interested persons of the Fund.
With the approval of the vote of a majority of the entire Board of
Directors and of the Plan Directors of the Fund, the Distributor has entered
into a related agreement with Hanover Direct Advertising Company, Inc. ("Hanover
Direct"), a wholly-owned subsidiary of Group, in an attempt to obtain cost
savings on the marketing of the Fund's shares. Hanover Direct will provide
services to the Distributor on behalf of the Fund at standard industry rates,
which includes commissions. The amount of Hanover Direct's commissions over its
cost of providing Fund marketing will be credited to the Fund's distribution
expenses and represent a saving on marketing, to the benefit of the Fund. To the
extent Hanover Direct's costs exceed such commissions, Hanover Direct will
absorb any of such costs.
It is the opinion of the Board of Directors that the Plan is necessary
to maintain a flow of subscriptions to offset redemptions. Redemptions of mutual
fund shares are inevitable. If redemptions are not offset by subscriptions, a
fund shrinks in size and its ability to maintain quality shareholder services
declines. Eventually, redemptions could cause a fund to become uneconomic.
Furthermore, an extended period of significant net redemptions may be
detrimental to orderly management of the portfolio. The offsetting of
redemptions through sales efforts benefits shareholders by maintaining the
viability of a fund. In periods where net sales are achieved, additional
benefits may accrue relative to portfolio management and increased shareholder
servicing capability. Increased assets enable the Fund to further diversify its
portfolio, which spreads and reduces investment risk while increasing
opportunity. In addition, increased assets enable the establishment and
maintenance of a better shareholder servicing staff which can respond more
effectively and promptly to shareholder inquiries and needs. While net increases
in total assets are desirable, the primary goal of the Plan is to prevent a
decline in assets serious enough to cause disruption of portfolio management and
to impair the Fund's ability to maintain a high level of quality shareholder
services.
The Plan increases the overall expense ratio of the Fund; however, a
substantial increase in Fund assets would be expected to reduce the portion of
the expense ratio comprised of management fees (reflecting a larger portion of
the assets falling within fee scale-down levels), as well as of fixed costs.
Nevertheless, the net effect of the Plan is to increase overall expenses. To the
extent the Plan maintains a flow of subscriptions to the Fund, there results an
immediate and direct benefit to the Investment Manager by maintaining or
increasing its fee revenue base, diminishing the obligation, if any, of the
Investment Manager to make an expense reimbursement to the Fund, and eliminating
or reducing any contribution made by the Investment Manager to marketing
expenses. Other than as described herein, no Director or interested person of
the Fund has any direct or indirect financial interest in the operation of the
Plan or any related agreement.
The Glass-Steagall Act prohibits certain banks from engaging in the
business of underwriting, selling, or distributing securities such as shares of
a mutual fund. Although the scope
20
<PAGE>
of this prohibition under the Glass-Steagall Act has not been fully defined, in
the Distributor's opinion it should not prohibit banks from being paid for
administrative and accounting services under the Plan. If, because of changes in
law or regulation, or because of new interpretations of existing law, a bank or
the Fund were prevented from continuing these arrangements, it is expected that
other arrangements for these services will be made. In addition, state
securities laws on this issue may differ from the interpretations of Federal law
expressed herein and banks and financial institutions may be required to
register as dealers pursuant to state law.
DETERMINATION OF NET ASSET VALUE
The Fund's net asset value per share is determined as of the close of
regular trading for equity securities on the New York Stock Exchange ("NYSE")
(currently 4:00 p.m. eastern time) each business day of the Fund. The following
are not business days of the Fund: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
Securities owned by the Fund are valued by various methods depending on
the market or exchange on which they trade. Securities traded on the NYSE, the
American Stock Exchange and the Nasdaq National Market System are valued at the
last sales price, or if no sale has occurred, at the mean between the current
bid and asked prices. Securities traded on other exchanges are valued as nearly
as possible in the same manner. Securities traded only OTC are valued at the
mean between the last available bid and ask quotations, if available, or at
their fair value as determined in good faith by or under the general supervision
of the Board of Directors. Short term securities are valued either at amortized
cost or at original cost plus accrued interest, both of which approximate
current value.
Price quotations generally are furnished by pricing services, which may
also use a matrix system to determine valuations. This system considers such
factors as security prices, yields, maturities, call features, ratings, and
developments relating to specific securities in arriving at valuations.
PURCHASE OF SHARES
The Fund will only issue shares upon payment of the purchase price by
check made payable to the Fund and drawn in U.S. dollars on a U.S. bank, or by
Federal Reserve wire transfer. Third party checks, credit cards, and cash will
not be accepted. The Fund reserves the right to reject any order, to cancel any
order due to nonpayment, to accept initial orders by telephone or telegram, and
to waive the limit on subsequent orders by telephone, with respect to any person
or class of persons. Orders to purchase shares are not binding on the Fund until
they are confirmed by the Transfer Agent. In order to permit the Fund's
shareholder base to expand, to avoid certain shareholder hardships, to correct
transactional errors, and to address similar exceptional situations, the Fund
may waive or lower the investment minimums with respect to any person or class
of persons.
21
<PAGE>
ALLOCATION OF BROKERAGE
The Fund seeks to obtain prompt execution of orders at the most
favorable net prices. Transactions are directed to brokers and dealers qualified
to execute orders or provide research, statistical or other services, and who
may sell shares of the Fund or other affiliated investment companies. The
Investment Manager may also allocate portfolio transactions to broker/dealers
that remit a portion of their commissions as a credit against the Custodian's
charges. No formula exists and no arrangement is made with or promised to any
broker/dealer which commits either a stated volume or percentage of brokerage
business based on research, statistical or other services furnished to the
Investment Manager or upon sale of Fund shares. Fund transactions in debt and
over-the-counter securities generally are with dealers acting as principals at
net prices with little or no brokerage costs. In certain circumstances, however,
the Fund may engage a broker as agent for a commission to effect transactions
for such securities. Purchases of securities from underwriters include a
commission or concession paid by the issuer to the underwriter, and purchases
from dealers include a spread between the bid and asked price. While the
Investment Manager generally seeks competitive spreads or commissions, the Fund
will not necessarily be paying the lowest spread or commission available.
The Investment Manager directs portfolio transactions to broker/dealers
for execution on terms and at rates which it believes, in good faith, to be
reasonable in view of the overall nature and quality of services provided by a
particular broker/dealer, including brokerage and research services, sales of
Fund shares, and allocation of commissions to the Fund's Custodian. With respect
to brokerage and research services, consideration may be given in the selection
of broker/dealers to brokerage or research provided and payment may be made for
a fee higher than that charged by another broker/dealer which does not furnish
brokerage or research services or which furnishes brokerage or research services
deemed to be of lesser value, so long as the criteria of Section 28(e) of the
Securities Exchange Act of 1934, as amended, or other applicable law are met.
Section 28(e) of the 1934 Act specifies that a person with investment discretion
shall not be "deemed to have acted unlawfully or to have breached a fiduciary
duty" solely because such person has caused the account to pay a higher
commission than the lowest available under certain circumstances. To obtain the
benefit of Section 28(e), the person so exercising investment discretion must
make a good faith determination that the commissions paid are "reasonable in
relation to the value of the brokerage and research services provided ... viewed
in terms of either that particular transaction or his overall responsibilities
with respect to the accounts as to which he exercises investment discretion."
Thus, although the Investment Manager may direct portfolio transactions without
necessarily obtaining the lowest price at which such broker/dealer, or another,
may be willing to do business, the Investment Manager seeks the best value to
the Fund on each trade that circumstances in the market place permit, including
the value inherent in on-going relationships with quality brokers.
Currently, it is not possible to determine the extent to which
commissions that reflect an element of value for brokerage or research services
might exceed commissions that would be payable for execution alone, nor
generally can the value of such services to the Fund be measured, except to the
extent such services have a readily ascertainable market value. There is no
certainty that services so purchased, or the sale of Fund shares, if any, will
be beneficial to the Fund. Such services being largely intangible, no dollar
amount can be attributed to benefits realized by the Fund or to collateral
benefits, if any, conferred on affiliated entities. These services may include
(1)
22
<PAGE>
furnishing advice as to the value of securities, the advisability of investing
in, purchasing or selling securities and the availability of securities or
purchasers or sellers of securities, (2) furnishing analyses and reports
concerning issuers, industries, securities, economic factors and trends,
portfolio strategy, and the performance of accounts, and (3) effecting
securities transactions and performing functions incidental thereto (such as
clearance, settlement, and custody). Pursuant to arrangements with certain
broker/dealers, such broker/dealers provide and pay for various computer
hardware, software and services, market pricing information, investment
subscriptions and memberships, and other third party and internal research of
assistance to the Investment Manager in the performance of its investment
decision-making responsibilities for transactions effected by such
broker/dealers for the Fund. Commission "soft dollars" may be used only for
"brokerage and research services" provided directly or indirectly by the
broker/dealer and under no circumstances will cash payments be made by such
broker/dealers to the Investment Manager. To the extent that commission "soft
dollars" do not result in the provision of any "brokerage and research services"
by a broker/dealer to whom such commissions are paid, the commissions,
nevertheless, are the property of such broker/dealer. To the extent any such
services are utilized by the Investment Manager for other than the performance
of its investment decision-making responsibilities, the Investment Manager makes
an appropriate allocation of the cost of such services according to their use.
Bull & Bear Securities, Inc. ("BBSI"), a wholly owned subsidiary of
Group and the Investment Manager's affiliate, provides discount brokerage
services to the public as an introducing broker clearing through unaffiliated
firms on a fully disclosed basis. The Investment Manager is authorized to place
Fund brokerage through BBSI at its posted discount rates and indirectly through
a BBSI clearing firm. The Fund will not deal with BBSI in any transaction in
which BBSI acts as principal. The clearing firm will execute trades in
accordance with the fully disclosed clearing agreement between BBSI and the
clearing firm. BBSI will be financially responsible to the clearing firm for all
trades of the Fund until complete payment has been received by the Fund or the
clearing firm. BBSI will provide order entry services or order entry facilities
to the Investment Manager, arrange for execution and clearing of portfolio
transactions through executing and clearing brokers, monitor trades and
settlements and perform limited back-office functions including the maintenance
of all records required of it by the National Association of Securities Dealers,
Inc.
In order for BBSI to effect any portfolio transactions for the Fund,
the commissions, fees or other remuneration received by BBSI must be reasonable
and fair compared to the commissions, fees or other remuneration paid to other
brokers in connection with comparable transactions involving similar securities
being purchased or sold on a securities exchange during a comparable period of
time. The Fund's Board of Directors has adopted procedures in conformity with
Rule 17e-1 under the 1940 Act to ensure that all brokerage commissions paid to
BBSI are reasonable and fair. Although BBSI's posted discount rates may be lower
than those charged by full cost brokers, such rates may be higher than some
other discount brokers and certain brokers may be willing to do business at a
lower commission rate on certain trades. The Board has determined that portfolio
transactions may be executed through BBSI if, in the judgment of the Investment
Manager, the use of BBSI is likely to result in price and execution at least as
favorable as those of other qualified broker/dealers and if, in particular
transactions, BBSI charges the Fund a rate consistent with that charged to
comparable unaffiliated customers in similar transactions. Brokerage
transactions with BBSI are also subject to such fiduciary standards as may be
imposed by applicable law. The Investment Manager's fees under its agreement
with the Fund are not
23
<PAGE>
reduced by reason of any brokerage commissions paid to BBSI.
Brokerage commissions paid in fiscal years ended October 31, 1993, 1994
and 1995 were $2,010.07, $2,902.15, and $7,349.79 respectively, all of which
(representing approximately $1,315,000 in portfolio transactions) was allocated
to broker/dealers that provided research services. No transactions were directed
to broker/dealers during such periods for selling shares of the Fund or any
affiliated funds. During the Fund's fiscal years ended October 31, 1993, 1994,
and 1995, the Fund paid no brokerage commissions to BBSI.
Investment decisions for the Fund and for the other Funds managed by
the Investment Manager or its affiliates are made independently based on each
Fund's investment objectives and policies. The same investment decision,
however, may occasionally be made for two or more Funds. In such a case, the
Investment Manager may combine orders for two or more Funds for a particular
security if it appears that a combined order would reduce brokerage commissions
and/or result in a more favorable transaction price. Combined purchase or sale
orders are then averaged as to price and allocated as to amount according to a
formula deemed equitable to each Fund. While in some cases this practice could
have a detrimental effect upon the price or quantity available of the security
with respect to the Fund, the Investment Manager believes that the larger volume
of combined orders can generally result in better execution and prices.
The Fund is not obligated to deal with any particular broker, dealer or
group thereof. Certain broker/dealers that the Fund does business with may, from
time to time, own more than 5% of the publicly traded Class A non-voting Common
Stock of Group, the parent of the Investment Manager, and may provide clearing
services to BBSI.
The Fund's portfolio turnover rate may vary from year to year and will
not be a limiting factor when the Investment Manager deems portfolio changes
appropriate. The portfolio turnover rate is calculated by dividing the lesser of
the Fund's annual sales or purchases of portfolio securities (exclusive of
purchases or sales of securities whose maturities at the time of acquisition
were one year or less) by the monthly average value of securities in the
portfolio during the year. For the fiscal years ended October 31, 1995 and 1994,
the Fund's portfolio turnover rate was 30.04% and 18.26%, respectively. A higher
portfolio turnover rate involves correspondingly greater transaction costs and
increases the potential for short-term capital gains and taxes.
From time to time, certain brokers may be paid a fee for record
keeping, shareholder communications and other services provided by them to
investors purchasing shares of the Fund through the "no transaction fee"
programs offered by such brokers. This fee is based on the value of the
investments in the Fund made by such brokers on behalf of investors
participating in their "no transaction fee" programs. The Fund's Directors have
further authorized the Investment Manager to place a portion of the Fund's
brokerage transactions with any such brokers, if the Investment Manager
reasonably believes that, in effecting the Fund's transactions in portfolio
securities, such broker or brokers are able to provide the best execution of
orders at the most favorable prices. Commissions earned by such brokers from
executing portfolio transactions on behalf of the Fund may be credited by them
against the fee they charge the Fund, on a basis which has resulted from
negotiations between the Investment Manager and such brokers.
24
<PAGE>
DISTRIBUTIONS AND TAXES
If the U.S. Postal Service cannot deliver a shareholder's check, or if
a shareholder's check remains uncashed for six months, the Fund reserves the
right to credit the shareholder's account with additional Fund shares at the
then current net asset value in lieu of the cash payment and to thereafter issue
such shareholder's distributions in additional Fund shares.
The Fund intends to continue to qualify for treatment as a regulated
investment company ("RIC") under the Internal Revenue Code of 1986, as amended
("Code"). To qualify for this treatment, the Fund must distribute to its
shareholders for each taxable year at least 90% of its investment company
taxable income (consisting generally of net investment income, net short term
capital gain and net gains from certain foreign currency transactions
("Distribution Requirement")) and must meet several additional requirements.
Among these requirements are the following: (1) at least 90% of the Fund's gross
income each taxable year must be derived from dividends, interest, payments with
respect to securities loans, and gains from the sale or other disposition of
securities or foreign currencies, or other income (including gains from options,
futures, or forward contracts) derived with respect to its business of investing
in securities or those currencies ("Income Requirement"); (2) the Fund must
derive less than 30% of its gross income each taxable year from the sale or
other disposition of securities, or any of the following, that were held for
less than three months - options, futures, or forward contracts (other than
those on foreign currencies), or foreign currencies (or options, futures, or
forward contracts thereon) that are not directly related to the Fund's principal
business of investing in securities (or options and futures with respect
thereto) ("Short-Short Limitation"); and (3) the Fund's investments must satisfy
certain diversification requirements. In any year during which the applicable
provisions of the Code are satisfied, the Fund will not be liable for Federal
income tax on net income and gains that are distributed to its shareholders. If
for any taxable year the Fund does not qualify for treatment as a RIC, all of
its taxable income will be taxed at corporate rates.
A portion of the dividends from the Fund's investment company taxable
income (whether paid in cash or in additional Fund shares) may be eligible for
the dividends-received deduction allowed to corporations. The eligible portion
may not exceed the aggregate dividends received by the Fund from U.S.
corporations. However, dividends received by a corporate shareholder and
deducted by it pursuant to the dividends-received deduction are subject
indirectly to the alternative minimum tax.
A loss on the redemption of Fund shares that were held for six months
or less will be treated as a long term (rather than a short term) capital loss
to the extent the shareholder received any capital gain distributions
attributable to those shares.
Dividends and other distributions may also be subject to state and
local taxes.
The Fund will be subject to a nondeductible 4% excise tax ("Excise
Tax") to the extent it fails to distribute by the end of any calendar year an
amount equal to the sum of (1) 98% of its ordinary income, (2) 98% of its
capital gain net income (determined on an October 31 fiscal year basis), plus
(3) generally, all income and gain not distributed or subject to corporate tax
in the prior calendar year. The Fund intends to avoid imposition of this excise
tax by making adequate
25
<PAGE>
distributions.
The foregoing discussion of Federal tax consequences is based on the
tax law in effect on the date of this Statement of Additional Information, which
is subject to change by legislative, judicial, or administrative action. The
Fund may be subject to state or local tax in jurisdictions in which it may be
deemed to be doing business.
REPORTS TO SHAREHOLDERS
The Fund issues, at least semi-annually, reports to its shareholders
including a list of investments held and statements of assets and liabilities,
income and expense, and changes in net assets of the Fund. The Fund's fiscal
year ends on October 31.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT
Investors Bank & Trust Company, Box 2197, Boston, MA 02111
("Custodian") has been retained by the Fund to act as Custodian of the Fund's
investments and may appoint one or more subcustodians. The Custodian also
performs certain accounting services for the Fund. As part of its agreement with
the Fund, the Custodian may apply credits or charges for its services to the
Fund for, respectively, positive or deficit cash balances maintained by the Fund
with the Custodian. DST Systems, Inc., Box 419789, Kansas City, Missouri
64141-6789, is the Fund's Transfer and Dividend Disbursing Agent. The
Distributor provides certain shareholder administration services to the Fund and
is reimbursed by the Fund the actual costs incurred with respect thereto. Among
other such services, the Distributor currently receives and responds to
shareholder inquiries concerning their accounts and processes shareholder
telephone requests such as telephone transfers, purchases and redemptions,
changes of address and similar matters.
AUDITORS
Tait, Weller & Baker, Two Penn Center, Suite 700, Philadelphia, PA
19102-1707, are the independent accountants for the Fund. Financial statements
of the Fund are audited annually.
FINANCIAL STATEMENTS
The Fund's Financial Statements for the fiscal year ended October 31,
1995, together with the Report of the Fund's independent accountants thereon,
appear in the Fund's Annual Report to Shareholders and are incorporated herein
by reference.
Unaudited financial statements for the six month period ended April 30,
1996 appear in the Fund's Semi-Annual Report to Shareholders and are
incorporated herein by reference.
26
<PAGE>
