<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
REGISTRATION NO. 33-7699
POST-EFFECTIVE AMENDMENT NO. 18
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
REGISTRATION NO. 811-4786
AMENDMENT NO. 18
ARIEL GROWTH FUND
-----------------
307 N. Michigan Avenue
Chicago, Illinois 60601
Agent for Service:
Sheldon Stein
D'Ancona & Pflaum
30 North LaSalle Street
Chicago, Illinois 60602
(312) 580-2014
It is proposed that this filing will become effective:
X Immediately upon filing pursuant to paragraph (b)
- ----
on (date) pursuant to paragraph (b)
- ----
60 days after filing pursuant to paragraph (a)
- ----
on (date) pursuant to paragraph (a) of Rule 485
- ----
Fiscal Year 1995
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Amount
Title of Securities Number of Maximum Proposed of
Securities Being Shares Being Offering Price Maximum Registration
Registered Registered Per Unit(1) Offering Price(2) Fee
- ---------- ---------- ----------- ----------------- ---
<S> <C> <C> <C> <C>
Shares of Beneficial Interest
Ariel Growth Fund 1,593,412 $29.86 $145,000 $50
Ariel Appreciation Fund 1,617,729 $24.37 $145,000 $50
</TABLE>
(1) The fee for the 3,211,141 shares to be registered by this filing has been
computed on the basis of the market value per share in effect on September 16,
1996.
(2) Calculation of the proposed maximum offering price has been made pursuant to
Rule 24e-2. During its fiscal year ended September 30, 1995, the Trust redeemed
21,395,954 shares of beneficial interest. During its current fiscal year, the
Trust used 18,195,619 shares it redeemed during its fiscal year ended September
30, 1995, for a reduction pursuant to Rule 24f-2(c). The Trust currently is
registering 3,211,141 shares, which is equal to the remaining 3,200,335 shares
redeemed during its fiscal year ended September 30, 1995, plus 10,806 shares.
During its current fiscal year, the Trust filed no other post-effective
amendments for the purpose of the reduction pursuant to Rule 24e-2(a).
<PAGE>
ARIEL GROWTH FUND
SIGNATURES
----------
Registrant certifies that this Amendment meets all of the requirements for
effectiveness pursuant to Rule 485(b).
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant certifies that it has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago and State of Illinois on the
17th day of September, 1996.
ARIEL GROWTH FUND
By: /s/Sheldon R. Stein
-------------------
Sheldon R. Stein,
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Eric T. McKissack* Chief Executive September 17, 1996
- ------------------
Eric T. McKissack Officer and Trustee
Edward Singleton* Principal Financial September 17, 1996
- ------------------
Edward Singleton and Accounting Officer
*By: /s/Sheldon R. Stein
-------------------
Sheldon R. Stein,
Attorney-in-Fact
*Sheldon R. Stein signs this document on behalf of the Registrant pursuant
to the power of attorney filed as Exhibit 18(a) to Post-Effective Amendment No.
16 and the foregoing officers pursuant to the Powers of Attorney filed as
Exhibit 18(a) to this Post-Effective Amendment No. 15 to Registrant's
Registration Statement on Form N1-A.
<PAGE>
ARIEL GROWTH FUND
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Mario Baeza* Trustee September 17, 1996
- -------------------------
Mario Baeza
William C. Dietrich* Trustee September 17, 1996
- -------------------------
William C. Dietrich
Royce N. Flippin, Jr.* Trustee September 17, 1996
- -------------------------
Royce N. Flippin, Jr.
John G. Guffey, Jr.* Trustee September 17, 1996
- -------------------------
John G. Guffey, Jr.
Christopher G. Kennedy* Trustee September 17, 1996
- -------------------------
Christopher G. Kennedy
Bert N. Mitchell* Trustee September 17, 1996
- -------------------------
Bert N. Mitchell
Mellody Hobson* Trustee September 17, 1996
- -------------------------
Mellody Hobson
</TABLE>
*Sheldon R. Stein signs this document on behalf of each of the foregoing
persons pursuant to the Powers of Attorney filed as Exhibit 18(a) to Post-
Effective Amendment No. 15 to Registrant's Registration Statement on Form N1-A.
/s/ Sheldon R. Stein
----------------------
Sheldon R. Stein,
Attorney-in-Fact
<PAGE>
September 17, 1996
Board of Trustees
Ariel Growth Fund
507 N. Michigan Avenue
Chicago, IL 60601
RE: Registration of Common Stock under
Securities Act of 1933 and Investment
Company Act of 1940
Dear Members of the Board of Trustees:
We have acted as counsel to Ariel Growth Fund, a Massachusetts business trust
(the "Trust"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of a registration statement on Form
N-1A (the "Registration Statement") under the Securities Act of 1933 and the
Investment Company Act of 1940 (the "40 Act"), relating to the registration,
pursuant to Section 24(e) under the 40 Act, of 3,211,326 shares of beneficial
interests in the Trust.
In this regard, we have examined originals or copies of (i) the Declaration of
Trust and By-Laws of the Trust, and (ii) resolutions of the Board of Trustees
and such other documents and corporate records as we have deemed appropriate for
purposes of rendering this opinion.
Based upon the foregoing, we are of the opinion that (i) the shares of
beneficial interest in the Trust have been duly authorized, and (ii) the shares
of beneficial interest, when issued by the Trust in the manner set forth in the
Registration Statement, will be legally issued, fully paid, and non-assessable,
provided that in the aggregate such shares do not exceed the total number of
shares of beneficial interest authorized for issuance by the Trust.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the references to our name in the Registration Statement.
Very truly yours,
D'ANCONA & PFLAUM
By: /s/ Sheldon R. Stein
-----------------------------
Sheldon R. Stein, Partner
