BASCOM HILL BALANCED FUND INC
N-30D, 1996-03-05
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          BASCOM HILL BALANCED FUND, INC.
          6411 Mineral Point Road
          Madison, WI  53705
          (608)  274-0300
                                    March 5, 1996


          Securities & Exchange Commission
          Attn:  Filing Desk
          450 Fifth Street NW
          Washington, DC  20549

                                    Re:  Bascom Hill BALANCED Fund, Inc. 
                                         Reg. No. 33-8431

          Dear Sirs:

          Enclosed please find the Annual Report for the above named
          registrant, covering the year ended December 31, 1995.  This
          report has been mailed to all shareholders of record.

          This filing is intended to fulfill the requirements of
          Section 24(b) and Section 30(b)(2) of the Investment Company
          Act.

                                     Sincerely,

                                     Katherine L. Frank
                                     Vice President 

          
                           BASCOM HILL BALANCED FUND, INC.

          Dear Shareholder:

               We are pleased to report that the Bascom Hill BALANCED Fund
          increased 22% in 1995, a year that finally produced above average
          results in both the stock and bond markets. History shows that
          once every 4 or 5 years the markets have an impressive run. Your
          Fund participated nicely in 1995, and, because it showed positive
          results in 1994, you did not have to waste time making up lost
          ground.
               The Stock Market...  Throughout 1995, interest rates
          declined as the economy slowed and corporate earnings posted
          surprisingly strong gains. The stock market loved it. Although
          inappropriate for a `balanced'' portfolio, it would have been an
          excellent year to be 100% in stocks. However, the actual stocks
          used were the right stuff, gaining about 47%, as compared to 36%
          for the major indices. While it is tempting to continue to
          reflect on 1995, we are quickly refocusing on getting off to a
          positive start in 1996.
               Falling short term interest rates combined with stable
          corporate earnings continue to fuel the advance this year.
          Although the stock market marches on to new highs daily, it is
          interesting to note that only 11% of the equity mutual funds beat
          the S&P `500'' last year. This illustrates that the broad stock
          market has lagged the big-stock indices, and suggests a wide
          variety of stocks continue to show promise for the years ahead.
          However, a mild correction is a good possibility over the near
          term, and careful stock selection is clearly warranted.
               The Bond Market...  After 1994, the worst calendar year on
          record for the bond market, we entered 1995 believing the economy
          would slow and rates would move lower. As the year played out,
          the economy did slow, inflationary pressures subsided, the
          federal reserve started lowering interest rates, and bond prices
          moved higher. The explosive rally in the bond market produced
          double digit returns in the fixed income portion of your Fund,
          adding significantly to the overall return.
               Looking ahead, as long as the economy remains in a sluggish,
          slow growth mode, interest rates should remain low. The Federal
          Reserve is in the process of gently lowering rates in response to
          the slow economy and low inflation rates. Our indicators suggest
          a quieter market this year, however, the budget debate and the
          upcoming elections will undoubtedly provide some excitement  in
          the months ahead.
               While it is great to celebrate years like 1995, it is
          unlikely that we will see a repeat in 1996. However, given the
          current environment, we anticipate a solid return come year-end
          despite some volatility along the way. We wish you the best in
          1996 and appreciate your continued confidence in the management
          of your Fund.

                                        Sincerely,

                                        Katherine L. Frank



                                        Vice President
                                        
                                        

                                INVESTMENT HIGHLIGHTS

          Investment     The Fund's investment objectives are to
          Objective      produce current income and achieve long-term
                         growth in the value of fund shares.  The investment
                         portfolio will consist primarily of common stocks,
                         government and corporate bonds and money market
                         instruments.  The mix of assets will be regularly
                         adjusted or `balanced'' by the investment advisor.

          Investment     The advisor's willingness to hold substantial
          Strategy       cash reserves during periods of market risk is the
                         single most important factor in comparing the 
                         Fund's `market timing'' strategy with most other
                         mutual funds.  You are hiring a portfolio manager
                         to determine when to `switch'' between common stocks,
                         bonds and cash reserves.  The advisor's sensitivity to
                         down markets and skillful allocation of assets is
                         critical to your investment results.

          Benefits to    -  Exposure to common stocks is limited to 70% of
          Shareholders      assets.

                         -  At least 25% of assets will be maintained in fixed
                            income senior securities.

                         -  Conservative, `value'' driven common stock selection
                            process.

                         -  Diversified portfolio.  No more then 5% may be
                            invested in the securities of any one corporation
                            or issuer,except in U.S. Government securities.

                         -  IRA Plan and easy transfer forms available.

                         -  Wisconsin based investment advisor.  Madison
                            Investment Advisors, Inc. manages over $1.8 billion
                            for individual, foundation and tax-exempt
                            portfolios.  Since 1973 the firm has worked to
                            achieve comendable performance for its
                           "balanced'' accounts.

          Total Return Over Lifetime of Fund
          
               The following table illustrates the total return for $10,000
          invested in Bascom Hill BALANCED Fund, Inc. on December 18, 1986,
          the date of the initial public offering, with income dividends
          and capital gain distributions reinvested in the Fund.

                                                                   Value of
                             Net Asset  Capital Gains   Income     Initial   
                             Per        Distributions   Dividends  $10,000      
          Date               Share      Per Share       Per Share  Investment
    
     

          December 31, 1986   $20.00      ---              ---      $10,000
          December 31, 1987   $20.13      ---           $  .60      $10,366
          December 31, 1988   $20.76      ---           $  .91      $11,169
          December 31, 1989   $21.62    $  .46          $ 1.17      $12,526
          December 31, 1990   $19.04      ---           $ 1.00      $11,611
          December 31, 1991   $23.00    $  .05          $  .73      $14.525
          December 31, 1992   $23.65    $  .64          $  .60      $15,750
          December 31, 1993   $22.36    $ 1.66          $  .62      $16,435
          December 31, 1994   $20.16    $ 1.74          $  .72      $16,650
          December 31, 1995   $22.44    $ 1.26          $  .74      $20,158



          BASCOM HILL BALANCED FUND, INC.

          STATEMENT OF NET ASSETS


          Schedule of Investments
          December 31, 1995
                                                  Shares or
                                                  Principal       Market
          Common Stocks - 44.0%                     Amount        Value
          ---------------------                   ----------   ----------


          Consumer - Business Services - 3.2%
          Banta Corp.                                 8,000      $352,000
          
          Consumer - Retail - 2.3%
          Wal-Mart Stores, Inc.                      11,300       251,425

          Consumer - Discretionary - 8.0%
          Carnival Corp.                             11,050       269,344
          Lancaster Colony Corp.                      8,300       309,175
          Newell Co.                                 11,300       292,388
           
          Consumer - Financial - 5.5%
          Federal Home Loan Mortgage Corp.            4,400       367,400
          MBNA Corp.                                  6,050       223,094

          Financial Services - 4.7%
          MBIA, Inc.                                  3,000       225,000
          United Asset Management Corp.               7,400       283,975

          Medical & Health Care - 6.2%
          Columbia/ HCA Healthcare Corp.              4,300       218,225
          Forest Laboratories, Inc.                   4,700       212,675
          Mylan Laboratories, Inc.                   10,150       238,525

          Regional Banks - 5.2%
          Norwest Corp.                               9,450       311,850
          State Street Boston Corp.                   5,700       256,500

          Technology - 8.9%
          Compaq Computer Corp.                       5,650       271,200
          Intel Corp.                                 4,250       241,187
          Sun Microsystems, Inc.                      9,800       447,125
                                                                 --------



          Total Common Stocks (cost
            $3,760,889)                                          $4,771,088
                                                                 ----------
           
          Fixed Income Investments - 29.1%
          --------------------------------


          Treasury Securities - 12.5%
          U.S. Treasury Notes 5.125% due
            3/31/96                                 $275,000     $274,986
          U.S. Treasury Notes 6.50% due
            11/30/96                                605,000       612,036
          U.S. Treasury Notes 6.25% due
            5/31/00                                 160,000       165,651
          U.S. Treasury Notes 5.875% due
            2/15/04                                 300,000       306,875
                                                                 --------


          Total Treasury Securities (cost
            $1,332,747)                                          $1,359,548
                                                                 ----------





          STATEMENT OF NET ASSETS (continued)




                                                  Principal      Market
                                                   
                                                   Amount        Value
                                                  ----------   ----------



          CMO/Remic Securities - 3.3%
          Residential Funding 7.00% due
            12/25/07                               $150,000     $150,093
          FNMA Remic 6.75% due 5/25/19              200,000      205,250
                                                                 --------


          Total CMO/Remic Securities (cost
            $347,400)                                           $355,343
                                                                --------


          Corporate Bonds - 13.3%
          National Coop Svcs. Corp. 8.375%
            due 7/2/96                              $70,000      $ 70,858
          General Telephone Co. of
            California 6.75% due 12/1/97            125,000       125,109
          Lehman Brothers, Inc. 10% due
            5/15/99                                 160,000       177,733
          Ford Capital BV 9.375% due
            5/15/01                                 185,000       213,348
          Morgan Stanley Group, Inc. 8.10%
            due 6/24/02                             150,000       166,000
          Price/Costco Wholesale Corp.
            5.75% due 5/15/02                       125,000       119,013



          Georgia Pacific Corp. 9.95% due
            6/15/02                                 135,000       161,325
          Norwest Corp. 6.625% due 3/15/03           90,000        92,907
          Marshall & Ilsley Corp. 6.375%
            due 7/15/03                             100,000       101,140
          WMX Technologies, Inc. 6.375% due
            12/1/03                                 215,000       219,294
                                                                 --------


          Total Corporate Bonds (cost
            $1,367,933)                                          $1,446,727
                                                                 ----------


          Total Fixed Income Investments
            (cost $3,048,080)                                    $3,161,618
                                                                 ----------


          Short Term Investments - 26.7%
          ------------------------------


          Variable Rate Demand Notes
          American Family Financial
            Services 5.49% due 01/01/96             $46,219      $ 46,219
          Eli Lilly & Co. 5.32% due
            01/01/96                                367,665       367,665
          General Mills, Inc. 5.49% due
            01/01/96                                265,157       265,157
          Pitney Bowes Credit Corp. 5.49%
            due 01/01/96                            450,000       450,000



          Sara Lee Corp. 5.47% due 01/01/96         450,000       450,000
          Southwestern Bell Telephone 5.72%
            due 01/01/96                            450,000       450,000
          Warner Lambert 5.46% due 01/01/96         449,722       449,722
          Wisconsin Electric Power Corp.
            5.53% due 01/01/96                      419,900       419,900
                                                                 --------


          Total Short Term Investments
            (cost $2,898,663)                                    $2,898,663
                                                                 ----------


          Cash & Receivables Less
          -----------------------

            Liabilities - 0.2%                                   $ 25,502
            ------------------                                   --------



          TOTAL NET ASSETS - Equivalent to
          $22.44 per share on 483,863.517
          shares of $.01 par value capital
          stock outstanding (authorized
          capital stock - 5,600,000
          shares), and paid-in capital
          aggregated $9,721,687                                  $10,856,871
                                                                 ===========




          BASCOM HILL BALANCED FUND, INC.


          STATEMENTS OF CHANGES IN NET ASSETS






                                             Year Ended       Year Ended
                                        December 31, 1995   December 31, 1994
                                        
                                        
          Investment Activities
          Net Investment Income                    $348,794      $334,770
          Income Distributions to
            Shareholders
            ($.74 and $.72 per share,
            respectively)                          (344,671)     (335,745)
                                                   ---------     --------


            Increase (Decrease) in
            Undistributed Net Investment
            Income                                 $  4,123      $   (975)
                                                   --------      ---------



          Net Realized Gains from Security
            Transactions                           $593,051      $761,608
          Net Realized Gain Distribution to
            Shareholders
                ($1.26 and $1.70 per share,
            respectively)                          (573,199)     (763,864)
          Excess Gain Distribution to
            Shareholders
            ($.00 and $.04 per share,
            respectively)                                 0       (16,002)
                                                   --------      ---------


            Increase (Decrease) in
            Undistributed Realized Gains           $ 19,852      $(18,258)
                                                   --------      ---------


          Increase (Decrease) in Unrealized
            Appreciation                           $1,070,937    $(940,314)
                                                   ----------    ---------


            Increase (Decrease) in
            Undistributed Net Assets
            Derived From Investment
            Activities                             $1,094,912    $(959,547)
                                                   ==========    ==========

          Shares Sold and Redeemed
          Net Proceeds from Shares Issued



            (14,517 and 10,720 shares,
            respectively)                          $330,849      $240,837
          Net Asset Value of Shares Issued
            in Distributions
            (39,470 and 52,137 shares,
            respectively)                           879,563      1,072,091
                                                   --------      ---------

                                                   $1,210,412    $1,312,928
          Cost of Shares Redeemed
            (61,862 and 188,468 shares,
            respectively)                          (1,360,747)   (4,244,449)
                                                   -----------   ----------


          (Decrease) in Net Assets from
            Sale and Redemption of Fund
            Shares                                 $(150,335)    $(2,931,521)
                                                   =========     ===========

          Net Assets
          Balance at Beginning of Year
            (Including undistributed net
            income of ($1,367) and ($390))         $9,912,294    $13,803,362
          Net Increase (Decrease) from
            Investment Activities                  1,094,912     (959,547)
          Net (Decrease) from Shares Sold
            and Redeemed                           (150,335)     (2,931,521)
                                                   --------      ----------



          Balance at End of Year (Including
            undistributed net investment
            income of $2,755 and ($1,367),
            respectively)                          $10,856,871   $9,912,294
                                                   ===========   ==========

                   See Accompanying Notes to Financial Statements.




          BASCOM HILL BALANCED FUND, INC.


          STATEMENTS OF OPERATIONS



                                          Year Ended         Year Ended
                                         December 31, 1995  December 31, 1994

          Income:

          Interest                                 $434,961      $358,268
          Dividends                                  55,031        97,451
          Other                                           0        26,609
                                                   --------      --------

                                                   $489,992      $482,328
                                                   --------      --------


          Expenses:
          Auditing Fee                             $  5,907      $  5,945
          Custodial Fee                               5,833         5,563
          Directors' Fee                              3,000         2,250
          Fidelity Bond                               1,397         1,397
          Investment Advisor Fee                     88,169        93,783
          Legal Fee                                   1,219         1,101
          Licensing Fee                               3,635         3,097
          Printing Cost                               5,172         5,457
          Transfer Agent Fee                         24,425        24,470
          Other Fees                                  2,441         4,495
                                                   --------      --------

                                                   $141,198      $147,558
                                                   --------      --------



          Net Investment Income                    $348,794      $334,770
                                                   ========      ========

          Ratio of Expenses to Income                 28.8%         30.6%





          Realized Gains on Investments:
          Proceeds from Sale                       $5,077,080   $14,018,442
          Cost                                     4,484,029     13,256,834
                                                   ---------     ----------

          Net Realized Gains                       $593,051        $761,608
                                                   --------        --------




          Unrealized Appreciation on
            Investments:
          Balance, Beginning of Year               $ 52,802        $993,116
          Balance, End of Year                     1,123,739         52,802
                                                   ---------       --------

          Increase (Decrease) in Unrealized
            Appreciation                           $1,070,937      $(940,314)
                                                   ----------      ---------




          Net Realized Gains and Increase
          (Decrease) in Unrealized
          Appreciation                             $1,663,988      $(178,706)
                                                   ==========      =========




                   See Accompanying Notes to Financial Statements.
                   
                   
FINANCIAL HIGHLIGHTS-Selected per Share Data and Ratios

                                          Year Ended December 31,
- --------------------------------------------------------------------------------

                  1995  1994  1993  1992  1991  1990  1989  1988  1987  1986*
NET ASSET VALUE:
Beg. of year     $20.16  22.36 23.65 23.00 19.04 21.62 20.76 20.13 20.00 20.00

INCOME FROM INVESTMENT OPERATIONS:
Net invest. income  .75    .72   .62   .59   .73  1.00  1.15   .91   .63   .01

Net realized and unrealized gains or (losses) on securities
                   3.53   (.46)  .37  1.30  1.43  2.58) 1.34   .63   .10   .00
                  -----   -----  ---  ----  ----  ----- ---- -----  ---- -----


Total from investment operations
               $   4.28    .26   .99  1.89  2.16 (1.58) 2.49  1.54   .73   .01

LESS DISTRIBUTIONS:
Dividends from net income
               $   (.74)  (.72) (.62) (.60) (.73)(1.00)(1.17) (.91)  (.60) .00
Capital gains distributions
                   (1.26) (1.74) (1.66)(.64) (.05)  .00  (.46)  .00   .00  .00
                  ------ ------ ------ ---- -----  ---  -----  ---    ---  ---


NET ASSET VALUE:
End of year     $22.44 20.16  22.36  23.65 23.00 19.04 21.62 20.76 20.13 20.00

TOTAL RETURN:    21.51% 1.31   4.35   8.43 25.10 (7.30)12.14  7.75  3.66   n/a
RATIOS:
Operating expenses to average net assets
                  1.36% 1.34   1.24   1.90  1.94  1.96  2.00  2.00  2.00   .06
Net income to average net assets
                  3.36% 3.03   2.53   2.53  3.33  5.00  5.60  4.90  4.80   .04
Portfolio turnover rate
                 65.83% 76.40  76.01 71.76 64.76 71.60 47.50   .45   .00   .00
Average Commission Rate Paid
                      .0818
*The Fund began operations on December 18, 1986.



          NOTES TO FINANCIAL STATEMENTS     December 31, 1995 and 1994


           (1) Significant Accounting Principles
           
               Bascom  Hill  BALANCED  Fund,   Inc.  began  operations  on
          December 18, 1986.  The Fund is registered under the   Investment
          Company Act  of  1940,  as amended,  as  an  open-end  management
          company.  The following is a summary of significant accounting
          principles followed by the Fund in the preparation of its 
          financial statements.  The policies are in conformity with
          generally accepted accounting principles.

               (a) The market  quotation  for each  security  is  the last
                   reported sale price on  a national securities exchange,
                   or, in  the  case of  Over-The-Counter  securities, the
                   latest available bid price.  Other securities for which
                   quotations are not readily available are valued at fair
                   value as determined  by the Board  of Directors. Short-
                   term securities (maturing within 60 days) are valued on
                   the basis of amortized cost. Securities with maturities
                   in excess of 60 days are valued at market value.
                                                                        
               (b) No provision is made for Federal  income taxes since it
                   is the  intention  of  the  Fund  to  comply  with  the
                   provisions of  the Internal  Revenue Code  available to
                   investment  companies,  and   to  make   the  requisite
                   distribution to  shareholders of  taxable  income which
                   will  be  sufficient   to  relieve   it  from   all  or
                   substantially all Federal income taxes.

               (c) All percentages for the  various classifications relate
                   to total net assets.

               (d) The Fund follows industry practice and records security
                   transactions on  the trade  date.   Dividend  income is
                   recognized on the ex-dividend  date and interest income
                   is accrued on a daily basis.

           (2) Cost of Investments  Purchased and  Proceeds of Investments
               Sold
               
               For the  year ended  December  31, 1995  the  purchases and
               sales  of   investment  securities   (excluding  short-term
               securities) were  $5,996,862  and  $5,077,079, respectively
               (purchases and  sales of  U.S. government  obligations were
               $1,890,970 and $2,295,235, respectively).

          (3)  Net Realized Gains and Losses On Investments

               Net realized gains  and losses on  investments are computed
               on  the  basis  of  specifically  identified  certificates.
               During the year ended December 31,  1995 net realized gains
               would have  been  $596,878  if  computed  on  the  basis of
               average cost.

          (4)  Aggregate Cost  of Securities  and Undistributed  Income or
               Capital Gains
               
               The aggregate  cost of  securities for  Federal  income tax
               purposes is  $6,808,969.  The  aggregate  gross  unrealized
               appreciation for all securities in which there is an excess
               of value over tax cost is  $1,156,479.  The aggregate gross
               unrealized depreciation for  all securities  in which there
               is an excess  of tax  cost over  value amounts  to $32,737.
               The net unrealized  appreciation at  December 31,  1995 for
               all  securities  is  $1,123,742.  Through  the  year  ended
               December  31,  1995,  the   accumulated  undistributed  net
               investment  income   is   $2,755,   and   the   accumulated
               undistributed realized capital gain is $3,851.

          (5)  Investment Advisory Agreement
          
               The investment advisory  agreement with  Madison Investment
               Advisors, Inc., provides  for an  annual management  fee of
               .85 of 1% of  the first $100 million  of average net assets
               of the Fund.  Such fees  are remitted quarterly. The annual
               fee is reduced to  the extent that the  Fund's total annual
               operating  expenses   (including  the   advisory   fee  and
               distribution fee, but excluding interest and taxes) exceeds
               2% of average daily  net assets. The advisor's  fee was not
               so reduced for the year ended December 31, 1995.

          (6)  Other Transactions With Affiliates
          
               Madison Investment Advisors,  Inc. receives  all contingent
               deferred sales  charges  imposed  on  some  redemptions  of
               shares held for less than five years.

               Certain  officers  and  directors  of  the  Fund  are  also
               officers and directors of Madison Investment Advisors, Inc.
               The Fund owed Madison Investment  Advisors, Inc. $22,907 as
               of December 31, 1995.

          (7)       Sales Charge
               Purchases from   July 1,  1993 through September  12, 1994,
               were subject  to a  sales charge  of  3.0% of  the offering
               price (3.09% of the net amount invested) in the purchase of
               Fund shares (unless  waived by  broker/dealer).   The sales
               charge was then  paid to  the broker or  dealer at  time of
               purchase.




           GROWTH OF $10,000 CHART        
           Bascom Hill BALANCED Fund Average Annual Total Return:
           
           1 Year          21.51%
           5 Years         11.67%
           9 Years          8.10%          




                            INDEPENDENT AUDITORS' REPORT





          To the Shareholders and Board of Directors
            of Bascom Hill Balanced Fund, Inc.

          We have audited the accompanying statement of net assets of
          Bascom Hill Balanced Fund, Inc., including the schedule of
          investments, as of December 31, 1995, the related statements of
          operations and changes in net assets for each of the two years in
          the period then ended, and the selected per share data and ratios
          for each of the nine years and 14 days in the period then ended.
          These financial statements and selected per share data and ratios
          are the responsibility of the Company's management.  Our
          responsibility is to express an opinion on these financial
          statements and per share data and ratios based on our audits.

          We conducted our audits in accordance with generally accepted
          auditing standards.  Those standards require that we plan and
          perform the audit to obtain reasonable assurance about whether
          the financial statements and per share data and ratios are free
          of material misstatement.  An audit includes examining on a test
          basis, evidence supporting the amounts and disclosures in the
          financial statements.  Our procedures included confirmation of
          securities owned as of December 31, 1995, by correspondence with
          the custodian.  An audit also includes assessing the accounting
          principles used and significant estimates made by management, as
          well as evaluating the overall financial statement presentation.



          We believe that our audits provide a reasonable basis for our
          opinion.

          In our opinion, the financial statements and selected per share
          data and ratios referred to above present fairly, in all material
          respects, the financial position of Bascom Hill Balanced Fund,
          Inc. as of December 31, 1995, the results of its operations and
          the changes in its net assets for each of the two years in the
          period then ended, and the selected per share data and ratios for
          each of the nine years and 14 days in the period then ended, in
          conformity with generally accepted accounting principles.

          WILLIAMS, YOUNG & ASSOCIATES, LLC



          Madison, Wisconsin
          January 25, 1996



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