SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. _____ [ ]
Post-Effective Amendment No. 74 File No. 2-15530 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 75 File No. 811-901 [X]
DAVID L. BABSON GROWTH FUND, INC.
(Exact Name of Registrant as Specified in Charter)
2440 Pershing Road, G-15 Kansas City, Missouri 64108
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code (816)_471-5200
Larry D. Armel, President, DAVID L. BABSON GROWTH FUND, INC.
2440 Pershing Road, G-15, Kansas City, Missouri 64108
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: October 31, 1996
It is proposed that this filing become effective:
X on October 31, 1996 pursuant to paragraph (b) of Rule 485
Registrant has registered an indefinite number or amount of securities
under the Securities Act of 1933 pursuant to Rule 24f-2 of the
Investment Company Act of 1940, and will file its required Rule 24f-2
Notice for the Registrant's fiscal year ended June 30, 1997, by August
30, 1997.
Please address inquiries and a carbon copy of all
and communications to: communications to:
John G. Dyer, Esq. Mark H. Plafker, Esq.
David L Babson Stradley, Ronon, Stevens & Young
Growth Fund, Inc. 2600 One Commerce Square
2440 Pershing Road, G-15 Philadelphia, PA 19103-7098
Kansas City, MO 64108 Telephone: (215) 564-8024
Telephone: (816) 471-5200
1
<PAGE>
DAVID L. BABSON GROWTH FUND, INC.
CROSS REFERENCE SHEET
Form N-1A Item Number Location in Prospectus
Item 1. Cover Page . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . Not Applicable
Item 3. Condensed Financial Information . . Per Share Capital and
Income Changes
Item 4. General Description of Registrant. . Investment Objective
and Portfolio
Management Policy
Item 5. Management of the Fund . . . . . . . Officers and Directors;
Management and
Investment Counsel
Item 6. Capital Stock and Other Securities . How to Purchase Shares;
How to Redeem Shares;
How Share Price is
Determined; General
Information and
History; How Share
Price is Determined
Dividends Distributions
and their Taxation
Item 7. Purchase of Securities . . . . . . . Cover Page; How to
being Offered Purchase Shares;
Shareholder Services
Item 8. Redemption or Repurchase . . . . . . How to Redeem Shares
Item 9. Pending Legal Proceedings . . . . . Not Applicable
2
<PAGE>
DAVID L. BABSON GROWTH FUND, INC.
CROSS REFERENCE SHEET (Continued)
Location in Statement
of Additional
Form N-1A Item Number Information
Item 10. Cover Page . . . . . . . . . . . . Cover Page
Item 11. Table of Contents . . . . . . . . Cover Page
Item 12. General Information and History . Investment Objectives and
Policies; Management and
Investment Counsel
Item 13. Investment Objectives and Policies.Investment Objectives
and Policies;
Investment Restrictions
Item 14. Management of the Fund . . . . . . Management and
Investment Counsel
Item 15. Control Persons and Principal . . Management and
Holders of Securities Investment Counsel;
Officers and Directors
Item 16. Investment Advisory and other . . Management and Investment
Services Counsel; Shareholder
Services (Prospectus)
Item 17. Brokerage Allocation . . . . . . . Portfolio Transactions
Item 18. Capital Stock and Other Securities.General Information;
Financial Statements
Item 19. Purchase, Redemption and Pricing . How Share Purchases
of Securities Being Offered are Handled; Redemption
of Shares
Financial Statements
Item 20. Tax Status . . . . . . . . . . . . Dividends, Distributions
and their Taxation (in
Prospectus)
Item 21. Underwriters . . . . . . . . . . . How the Fund's Shares
are Distributed
Item 22. Calculation of Yield Quotations . Performance Measures
of Money Market Fund
Item 23. Financial Statements . . . . . . . (Incorporated by
reference)
3
<PAGE>
BABSON
GROWTH
FUND
Prospectus
October 31, 1996
A no-load mutual fund invested
in a diversified list of common stocks
selected for their long-term possibilities
of both capital and income growth.
JONES & BABSON
MUTUAL FUNDS
PROSPECTUS
October 31, 1996
DAVID L. BABSON
GROWTH FUND, INC.
Managed and Distributed By:
JONES & BABSON, INC.
2440 Pershing Road, Suite G-15
Kansas City, Missouri 64108
Toll-Free 1-800-4-BABSON
(1-800-422-2766)
In the Kansas City area 471-5200
Investment Counsel:
DAVID L. BABSON & CO. INC.
Cambridge, Massachusetts
INVESTMENT OBJECTIVE
A no-load mutual fund invested in a diversified list of common stocks
representing companies selected for their long-term possibilities of both
capital and income growth.
The Fund was founded particularly for those investors who believe in its
fundamental investment policy, and who wish to receive, through ownership of
the Fund's shares, continuous portfolio supervision by the staff of David L.
Babson & Co. Inc. There is no guarantee that the Fund's objective will be
achieved. (For a discussion of risk factors see page 6 of this prospectus.)
PURCHASE INFORMATION
Minimum Investment
Initial Purchase $ 500
Initial IRA and Uniform Transfers (Gifts)
to Minors Purchases $ 250
Subsequent Purchase:
By Mail $ 50
By Telephone Purchase (ACH) $ 100
By Wire $ 1,000
All Automatic Monthly Purchases $ 50
Shares are purchased and redeemed at net asset value. There are no sales,
redemption or Rule 12b-1 distribution charges. If you need further
information, please call the Fund at the telephone numbers indicated.
ADDITIONAL INFORMATION
This prospectus should be read and retained for future reference. It contains
the information that you should know before you invest. A "Statement of
Additional Information" of the same date as this prospectus has been filed
with the Securities and Exchange Commission and is incorporated by reference.
Investors desiring additional information about the Fund may obtain a copy
without charge by writing or calling the Fund.
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 REPRESENTA-
TION TO THE CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
Page
Fund Expenses
Financial Highlights
Investment Objective and Portfolio Management Policy
Repurchase Agreements
Investment Restrictions
Performance Measures
How to Purchase Shares
Initial Investments
Investments Subsequent to Initial Investment
Telephone Investment Service
Automatic Monthly Investment Plan
How to Redeem Shares
Systematic Redemption Plan
How to Exchange Shares Between Funds
How Share Price is Determined
Officers and Directors
Management and Investment Counsel
General Information and History
Dividends, Distributions and Their Taxation
Shareholder Services
Shareholder Inquiries
DAVID L. BABSON GROWTH FUND, INC.
FUND EXPENSES
Shareholder Transaction Expenses
Maximum sales load imposed on purchases None
Maximum sales load imposed on reinvested dividends None
Deferred sales load None
Redemption fee None
Exchange fee None
Annual Fund Operation Expenses
(as a percentage of average net assets)
Management fees .85%
12b-1 fees None
Other expenses -
Total Fund operating expenses .85%
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period:
1 Year 3 Year 5 Year 10 Year
$9 $27 $47 $104
The above information is provided in order to assist you in understanding the
various costs and expenses that a shareholder of the Fund will bear directly
or indirectly. The expenses set forth above are for the fiscal year ended
June 30, 1996. The example should not be considered a representation of past
or future expenses. Actual expenses may be greater or less than those shown.
FINANCIAL HIGHLIGHTS
The following financial highlights for each of the ten years in the
period ended June 30, 1996, have been derived from audited financial
statements of David L. Babson Growth Fund, Inc. Such information for
each of the five years in the period ended June 30, 1996, should be read
in conjunction with the financial statements of the Fund and the report
of Arthur Andersen LLP, independent public accountants, appearing in the
June 30, 1996, Annual Report to Shareholders which is incorporated by
reference in this prospectus. The information for each of the five years
in the period ended June 30, 1991, is not covered by the report of Arthur
Andersen LLP.
<TABLE>
<CAPTION>
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
</CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $13.43 $11.78 $12.30 $11.70 $11.05 $11.18 $11.87 $11.66 $16.25 $13.62
Income from investment operations:
Net investment income 0.12 0.18 0.20 0.22 0.20 0.24 0.27 0.30 0.29 0.30
Net gains or losses on securities
(both realized and unrealized) 2.91 2.18 0.27 1.44 0.69 0.06 0.45 1.52 (1.40) 3.08
Total from investment operations 3.03 2.36 0.47 1.66 0.89 0.30 0.72 1.82 (1.11) 3.38
Less distributions:
Dividends from net
investment income (0.13) (0.18) (0.20) (0.20) (0.20) (0.25) (0.27) (0.31) (0.45) (0.15)
Distributions from
capital gains (1.91) (0.53) (0.79) (0.86) (0.04) (0.18) (1.14) (1.30) (3.03) (0.60)
Total distributions (2.04) (0.71) (0.99) (1.06) (0.24) (0.43) (1.41) (1.61) (3.48) (0.75)
Net asset value, end of year $14.42 $13.43 $11.78 $12.30 $11.70 $11.05 $11.18 $11.87 $11.66 $16.25
Total return 23% 20% 4% 14% 8% 3% 6% 17% (6)% 26%
Ratios/Supplemental Data
Net assets, end of year (in millions) $280 $247 $228 $245 $232 $235 $259 $266 $237 $289
Ratio of expenses to average
net assets 0.85% 0.85% 0.86% 0.86% 0.86% 0.86% 0.86% 0.86% 0.81% 0.74%
Ratio of net investment income to
average net assets 0.82% 1.42% 1.54% 1.54% 1.69% 2.26% 2.28% 2.53% 2.21% 2.12%
Portfolio turnover rate 33% 17% 10% 13% 12% 22% 23% 33% 26% 14%
</TABLE>
INVESTMENT OBJECTIVE AND
PORTFOLIO MANAGEMENT POLICY
Babson Growth Fund's objective is to provide above-average total return to
investors over longer periods of time through the growth of both capital and
dividend income. Current yield is secondary to this long-term growth
objective. The Fund generally defines "above average total return" as total
return that is higher than return generated by traditional investment vehicles
other than equity products, including but not limited to, passbook savings
accounts, certificates of deposit, bonds, U.S. government securities and
traditional insurance products, such as whole life policies and annuities.
The Fund believes the true value of a company's stock is determined by its
earning power, dividend paying ability, and in many cases, by its assets.
Consequently, it will seek its objective by remaining substantially fully
invested in the common stocks of progressive, well-managed companies in
growing industries which have demonstrated both a consistent and an above-
average ability to increase their earnings and dividends and which have
favorable prospects of sustaining such growth.
The Fund also believes that the intrinsic worth and the consequent value of
the stock of most well-managed and successful companies usually does not
change rapidly, even though wide variations in the price may occur. Normally,
long-term positions in stocks of the portfolio companies selected will be
taken and maintained while the company's record and prospects continue to meet
with management's approval. While the Fund does not have a policy of seeking
short-term trading profits, it is possible that holdings may be increased when
a stock is considered to be undervalued and decreased when it is considered to
be overvalued. The Fund also reserves the freedom to invest in securities
convertible into common stocks, preferred stocks, high grade bonds or other
defensive issues when, in management's judgment, economic and market
conditions make such a course desirable and indicate that the shareholders'
interests are likely to be best served. The Fund's investment objective and
policy as described in this section will not be changed without approval of a
majority of the Fund's outstanding shares.
The Fund also may invest in issues of the United States Treasury and United
States government agencies subject to repurchase agreements. The use of
repurchase agreements by the Fund involves certain risks. For a discussion of
these risks see "Risk Factors Applicable to Repurchase Agreements."
The Fund cannot guarantee that these objectives will be achieved because there
are inherent risks in the ownership of any investment. The value of the Fund's
shares will reflect changes in the market value of its investments, and
dividends paid by the Fund will vary with the income it receives from these
investments, but through careful management and diversification it will seek
to reduce risk and enhance the opportunities for long-term growth of capital
and income.
For the three years ended June 30, 1996, the total dollar amount of brokerage
commissions paid by the Fund and the annual portfolio turnover rate were as
follows:
Portfolio
Fiscal Brokerage Turnover
Year Commissions Rate
1994 $ 90,513 10%
1995 $ 73,122 17%
1996 $ 184,566 33%
The Fund does not intend to concentrate its investments in any particular
industry. Without the approval of shareholders, it will not purchase a
security if as a result of such purchase more than 25% of its assets will be
invested in a particular industry.
REPURCHASE AGREEMENTS
A repurchase agreement involves the sale of securities to the Fund with the
concurrent agreement by the seller to repurchase the securities at the Fund's
cost plus interest at an agreed rate upon demand or within a specified time,
thereby determining the yield during the purchaser's period of ownership. The
result is a fixed rate of return insulated from market fluctuations during
such period. Under the Investment Company Act of 1940, repurchase agreements
are considered loans by the Fund.
The Fund will enter into such repurchase agreements only with United States
banks having assets in excess of $1 billion which are members of the Federal
Deposit Insurance Corporation, and with certain securities dealers who meet
the qualifications set from time to time by the Board of Directors of the
Fund. The term to maturity of a repurchase agreement normally will be no
longer than a few days. Repurchase agreements maturing in more than seven days
and other illiquid securities will not exceed 10% of the total assets of the
Fund.
Risk Factors Applicable to
Repurchase Agreements
The use of repurchase agreements involves certain risks. For example, if the
seller of the agreement defaults on its obligation to repurchase the
underlying securities at a time when the value of these securities has
declined, the Fund may incur a loss upon disposition of them. If the seller of
the agreement becomes insolvent and subject to liquidation or reorganization
under the Bankruptcy Code or other laws, disposition of the underlying
securities may be delayed pending court proceedings. Finally, it is possible
that the Fund may not be able to perfect its interest in the underlying
securities. While the Fund's management acknowledges these risks, it is
expected that they can be controlled through stringent security selection
criteria and careful monitoring procedures.
INVESTMENT RESTRICTIONS
In addition to the policies set forth under the caption "Investment Objective
and Portfolio Management Policy," the Fund is subject to certain other
restrictions which may not be changed without approval of the lesser of: (1)
at least 67% of the voting securities present at a meeting if the holders of
more than 50% of the outstanding securities of the Fund are present or
represented by proxy, or (2) more than 50% of the outstanding voting
securities of the Fund. Among these restrictions, the more important ones are
that the Fund will not purchase the securities of any issuer if more than 5%
of the Fund's total assets would be invested in the securities of such issuer,
or the Fund would hold more than 10% of any class of securities of such
issuer; the Fund will not make any loan (the purchase of a security subject to
a repurchase agreement or the purchase of a portion of an issue of publicly
distributed debt securities is not considered the making of a loan); and the
Fund will not borrow or pledge its credit under normal circumstances, except
up to 10% of its total assets (computed at the lower of fair market value or
cost) for temporary or emergency purposes, and not for the purpose of
leveraging its investments; and provided further that any borrowings shall
have asset coverage of at least 3 to 1. The Fund will not buy securities while
such borrowings are outstanding. The full text of these restrictions are set
forth in the "Statement of Additional Information."
PERFORMANCE MEASURES
From time to time, the Fund may advertise its performance in various ways, as
summarized below. Further discussion of these matters also appears in the
"Statement of Additional Information." A discussion of Fund performance is
included in the Fund's Annual Report to Shareholders which is available from
the Fund upon request at no charge.
Total Return
The Fund may advertise "average annual total return" over various periods of
time. Such total return figures show the average percentage change in value of
an investment in the Fund from the beginning date of the measuring period to
the end of the measuring period. These figures reflect changes in the price of
the Fund's shares and assume that any income dividends and/or capital gains
distributions made by the Fund during the period were reinvested in shares of
the Fund. Figures will be given for recent one-, five- and ten-year periods
(if applicable), and may be given for other periods as well (such as from
commencement of the Fund's operations, or on a year-by-year basis). When
considering "average" total return figures for periods longer than one year,
it is important to note that a Fund's annual total return for any one year in
the period might have been greater or less than the average for the entire
period.
Performance Comparisons
In advertisements or in reports to shareholders, the Fund may compare its
performance to that of other mutual funds with similar investment objectives
and to stock or other relevant indices. For example, it may compare its
performance to rankings prepared by Lipper Analytical Services, Inc. (Lipper),
a widely recognized independent service which monitors the performance of
mutual funds. The Fund may compare its performance to the Standard & Poor's
500 Stock Index (S&P 500), an index of unmanaged groups of common stocks, the
Dow Jones Industrial Average, a recognized unmanaged index of common stocks of
30 industrial companies listed on the NYSE, or the Consumer Price Index. The
Fund may compare its performance to the Shearson/Lehman Government/Corporate
Index, an unmanaged index of government and corporate bonds. Performance
information, rankings, ratings, published editorial comments and listings as
reported in national financial publications such as Kiplinger's Personal
Finance Magazine, Business Week, Morningstar Mutual Funds, Investor's Business
Daily, Institutional Investor, The Wall Street Journal, Mutual Fund
Forecaster, No-Load Investor, Money, Forbes, Fortune and Barron's may also be
used in comparing performance of the Fund. Performance comparisons should not
be considered as representative of the future performance of any Fund. Further
information regarding the performance of the Fund is contained in the
"Statement of Additional Information."
Performance rankings, recommendations, published editorial comments and
listings reported in Money, Barron's, Kiplinger's Personal Finance Magazine,
Financial World, Forbes, U.S. News & World Report, Business Week, The Wall
Street Journal, Investors Business Daily, USA Today, Fortune and Stanger's may
also be cited (if the Fund is listed in any such publication) or used for
comparison, as well as performance listings and rankings from Morningstar
Mutual Funds, Personal Finance, Income and Safety, The Mutual Fund Letter, No-
Load Fund Investor, United Mutual Fund Selector, No-Load Fund Analyst, No-
Load Fund X, Louis Rukeyser's Wall Street newsletter, Donoghue's Money Letter,
CDA Investment Technologies, Inc., Wiesenberger Investment Companies Service,
and Donoghue's Mutual Fund Almanac.
HOW TO PURCHASE SHARES
Shares are purchased at net asset value (no sales charge) from the Fund
through its agent, Jones & Babson, Inc., 2440 Pershing Road, Suite G-15,
Kansas City, MO 64108. For information call toll free 1-800-4-BABSON (1-800-
422-2766), or in the Kansas City area 471-5200. If an investor wishes to
engage the services of any other broker to purchase (or redeem) shares of the
Fund, a fee may be charged by such broker. The Fund will not be responsible
for the consequences of delays including delays in the banking or Federal
Reserve wire systems.
You do not pay a sales commission when you buy shares of the Fund. Shares are
purchased at the Fund's net asset value (price) per share next effective after
a purchase order and payment have been received by the Fund. In the case of
certain institutions which have made satisfactory payment arrangements with
the Fund, orders may be processed at the net asset value per share next
effective after a purchase order has been received by the Fund.
The Fund reserves the right in its sole discretion to withdraw all or any part
of the offering made by this prospectus or to reject purchase orders when, in
the judgment of management, such withdrawal or rejection is in the best
interest of the Fund and its shareholders. The Fund also reserves the right at
any time to waive or increase the minimum requirements applicable to initial
or subsequent investments with respect to any person or class of persons,
which include shareholders of the Fund's special investment programs. The Fund
reserves the right to refuse to accept orders for Fund shares unless
accompanied by payment, except when a responsible person has indemnified the
Fund against losses resulting from the failure of investors to make payment.
In the event that the Fund sustains a loss as the result of failure by a
purchaser to make payment, the Fund's underwriter, Jones & Babson, Inc. will
cover the loss.
INITIAL INVESTMENTS
Initial investments - By mail. You may open an account and make an investment
by completing and signing the application which accompanies this prospectus.
Make your check ($500 minimum unless your purchase is pursuant to an IRA or
the Uniform Transfers (Gifts) to Minors Act in which case the minimum initial
purchase is $250) payable to UMB Bank, n.a. Mail your application and check
to:
David L. Babson Growth Fund, Inc.
2440 Pershing Road, Suite G-15
Kansas City, Missouri 64108
Initial investments - By wire. You may purchase shares of the Fund by wiring
funds ($1,000 minimum) through the Federal Reserve Bank to the custodian, UMB
Bank, n.a. Prior to sending your money, you must call the Fund toll free 1-
800-4-BABSON (1-800-422-2766), or in the Kansas City area 471-5200 and provide
it with the identity of the registered account owner, the registered address,
the Social Security or Taxpayer Identification Number of the registered owner,
the amount being wired, the name and telephone number of the wiring bank and
the person to be contacted in connection with the order. You will then be
provided a Fund account number, after which you should instruct your bank to
wire the specified amount, along with the account number and the account
registration to:
UMB Bank, n.a.
Kansas City, Missouri, ABA #101000695
For David L. Babson Growth Fund, Inc./
AC=987032-6264
OBI=(assigned Fund number and name in which registered.)
A completed application must be sent to the Fund as soon as possible so the
necessary remaining information can be recorded in your account. Payment of
redemption proceeds will be delayed until the completed application is
received by the Fund.
INVESTMENTS SUBSEQUENT
TO INITIAL INVESTMENT
You may add to your Fund account at any time in amounts of $50 or more if
purchases are made by mail, $1,000 or more if purchases are made by wire, or
$100 or more if purchases are made by telephone purchase (ACH). Automatic
monthly investments must be in amounts of $50 or more.
Checks should be mailed to the Fund at its address, and make them payable to
UMB Bank, n.a. Always identify your account number or include the detachable
reminder stub which accompanies each confirmation.
Wire share purchases should include your account registration, your account
number and the Babson Fund in which you are purchasing shares. It also is
advisable to notify the Fund by telephone that you have sent a wire purchase
order to the bank.
TELEPHONE INVESTMENT SERVICE
To use the Telephone Investment Service, you must first establish your Fund
account and authorize telephone orders in the application form, or,
subsequently, on a special authorization form provided upon request. If you
elect the Telephone Investment Service, you may purchase Fund shares by
telephone and authorize the Fund to draft your checking account ($100 minimum)
for the cost of the shares so purchased. You will receive the next available
price after the Fund has received your telephone call. Availability and
continuance of this privilege is subject to acceptance and approval by the
Fund and all participating banks. During periods of increased market activity,
you may have difficulty reaching the Fund by telephone, in which case you
should contact the Fund by mail or telegraph. The Fund will not be responsible
for the consequences of delays, including delays in the banking or Federal
Reserve wire systems.
The Fund will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine, and if such procedures are not
followed, the Fund may be liable for losses due to unauthorized or fraudulent
instructions. Such procedures may include, but are not limited to requiring
personal identification prior to acting upon instructions received by
telephone, providing written confirmations of such transactions, and/or tape
recording of telephone instructions.
The Fund reserves the right to initiate a charge for this service and to
terminate or modify any or all of the privileges in connection with this
service at any time upon 15 days written notice to shareholders, and to
terminate or modify the privileges without prior notice in any circumstances
where such termination or modification is in the best interest of the Fund and
its investors.
AUTOMATIC MONTHLY INVESTMENT PLAN
You may elect to make monthly investments in a constant dollar amount from
your checking account ($50 minimum). The Fund will draft your checking
account on the same day each month in the amount you authorize in your
application, or, subsequently, on a special authorization form provided upon
request. Availability and continuance of this privilege is subject to
acceptance and approval by the Fund and all participating banks. If the date
selected falls on a day upon which the Fund shares are not priced, investment
will be made on the first date thereafter upon which Fund shares are priced.
The Fund will not be responsible for the consequences of delays, including
delays in the banking or Federal Reserve wire systems.
The Fund reserves the right to initiate a charge for this service and to
terminate or modify any or all of the privileges in connection with this
service at any time upon 15 days written notice to shareholders, and to
terminate or modify the privileges without prior notice in any circumstances
where such termination or modification is in the best interest of the Fund and
its investors.
HOW TO REDEEM SHARES
The Fund will redeem shares at the price (net asset value per share) effective
after receipt of a redemption request in "good order." (See "How Share Price
is Determined"). Shares can be redeemed by written request or if previously
authorized by telephone toll free 1-800-4-BABSON (1-800-422-2766), or in the
Kansas City area 471-5200.
All telephone requests to redeem shares, the proceeds of which are to be paid
by check, made within 30 days of our receipt of an address change (including
requests to redeem that accompany an address change) must be in writing. The
request must be signed by each person in whose name the shares are owned, and
all signatures must be guaranteed.
In each instance you must comply with the general requirements relating to all
redemptions as well as with specific requirements set out for the particular
redemption method you select. If you wish to expedite redemptions by using the
telephone/telegraph privilege, you should carefully note the special
requirements and limitations relating to these methods. If an investor wishes
to engage the services of any other broker to redeem (or purchase) shares of
the Fund, a fee may be charged by such broker.
Where additional documentation is normally required to support redemptions as
in the case of corporations, fiduciaries, and others who hold shares in a
representative or nominee capacity, such as certified copies of corporate
resolutions, or certificates of incumbency, or such other documentation as may
be required under the Uniform Commercial Code or other applicable laws or
regulations, it is the responsibility of the shareholder to maintain such
documentation on file and in a current status. A failure to do so will delay
the redemption. If you have questions concerning redemption requirements,
please write or telephone the Fund well ahead of an anticipated redemption in
order to avoid any possible delay.
Requests which are subject to special conditions or which specify an effective
date other than as provided herein cannot be accepted. All redemption requests
must be transmitted to the Fund at 2440 Pershing Road, Suite G-15, Kansas
City, Missouri 64108. The Fund will redeem shares at the price (net asset
value per share) next computed after receipt of a redemption request in "good
order." (See "How Share Price is Determined.")
The Fund will endeavor to transmit redemption proceeds to the proper party, as
instructed, as soon as practicable after a redemption request has been
received in "good order" and accepted, but in no event later than the third
business day thereafter. Transmissions are made by mail unless an expedited
method has been authorized and specified in the redemption request. The Fund
will not be responsible for the consequences of delays including delays in the
banking or Federal Reserve wire systems.
Redemptions will not become effective until all documents in the form required
have been received. In the case of redemption requests made within 15 days of
the date of purchase, the Fund will delay transmission of proceeds until such
time as it is certain that unconditional payment in federal funds has been
collected for the purchase of shares being redeemed or 15 days from the date
of purchase. You can avoid the possibility of delay by paying for all of your
purchases with a transfer of federal funds.
Signature Guarantees are required in connection with all redemptions of
$50,000 or more by mail, or changes in share registration, except as
hereinafter provided. These requirements may be waived by the Fund in certain
instances where it appears reasonable to do so and will not unduly affect the
interests of other shareholders. Signature(s) must be guaranteed by an
"eligible Guarantor institution" as defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934. Eligible guarantor institutions include: (1)
national or state banks, savings associations, savings and loan associations,
trust companies, savings banks, industrial loan companies and credit unions;
(2) national securities exchanges, registered securities associations and
clearing agencies; or (3) securities broker/dealers which are members of a
national securities exchange or clearing agency or which have a minimum net
capital of $100,000. A notarized signature will not be sufficient for the
request to be in proper form.
Signature guarantees will be waived for mail redemptions of $50,000 or less,
but they will be required if the checks are to be payable to someone other
than the registered owner(s), or are to be mailed to an address different from
the registered address of the shareholder(s), or where there appears to be a
pattern of redemptions designed to circumvent the signature guarantee
requirement, or where the Fund has other reason to believe that this
requirement would be in the best interests of the Fund and its shareholders.
The right of redemption may be suspended or the date of payment postponed
beyond the normal three-day period when the New York Stock Exchange is closed
or under emergency circumstances as determined by the Securities and Exchange
Commission.
Due to the high cost of maintaining smaller accounts, the Board of Directors
has authorized the Fund to close shareholder accounts where their value falls
below the current minimum initial investment requirement at the time of
initial purchase as a result of redemptions and not as the result of market
action, and remains below this level for 60 days after each such shareholder
account is mailed a notice of: (1) the Fund's intention to close the account,
(2) the minimum account size requirement, and (3) the date on which the
account will be closed if the minimum size requirement is not met. Since the
minimum investment amount and the minimum account size are the same, any
redemption from an account containing only the minimum investment amount may
result in redemption of that account.
Withdrawal By Mail - Shares may be redeemed by mailing your request to the
Fund. To be in "good order" the request must include the following:
A written request for redemption, together with an endorsed share certificate
where a certificate has been issued, must be received by the Fund in order to
constitute a valid tender for redemption. For authorization of redemptions by
a corporation, it will also be necessary to have an appropriate certified copy
of resolutions on file with the Fund before a redemption request will be
considered in "good order." In the case of certain institutions which have
made satisfactory redemption arrangements with the Fund, redemption orders may
be processed by facsimile or telephone transmission at net asset value per
share next effective after receipt by the Fund.
(1) A written redemption request or stock assignment (stock power)
containing the genuine signature of each registered owner exactly as the
shares are registered, with clear identification of the account by registered
name(s) and account number and the number of shares or the dollar amount to be
redeemed;
(2) any outstanding stock certificates representing shares to be redeemed;
(3) signature guarantees as required (see Signature Guarantees); and
(4) any additional documentation which the Fund may deem necessary to
insure a genuine redemption.
Withdrawal By Telephone or Telegraph - You may withdraw any amount ($1,000
minimum if wired) or more by telephone toll free 1-800-4-BABSON
(1-800-422-2766), or in the Kansas City area 471-5200, or by telegram to the
Fund's address. Telephone/telegraph redemption authorization signed by all
registered owners with signatures guaranteed must be on file with the Fund
before you may redeem by telephone or telegraph. Funds will be sent only to
the address of record. The signature guarantee requirement may be waived by
the Fund if the request for this redemption method is made at the same
time the initial application to purchase shares is submitted.
All communications must include the Fund's name, your account
number, the exact registration of your shares, the number of shares or dollar
amount to be redeemed, and the identity of the bank and bank account (name and
number) to which the proceeds are to be wired. This procedure may only be used
for non-certificated shares held in open account. For the protection of
shareholders, your redemption instructions can only be changed by filing with
the Fund new instructions on a form obtainable from the Fund which must be
properly signed with signature(s) guaranteed.
Telephone or telegraph redemption proceeds may be transmitted to your pre-
identified bank account. Requests received prior to 4:00 P.M. (Eastern Time),
normally will be wired the following business day. Once the funds are
transmitted, the time of receipt and the funds' availability are not under our
control. If your request is received during the day thereafter, proceeds
normally will be wired on the second business day following the day of receipt
of your request. Wired funds are subject to a $10 fee to cover bank wire
charges, which is deducted from redemption proceeds, but this charge may be
reduced or waived in connection with certain accounts. The Fund reserves the
right to change this policy or to refuse a telephone or telegraph redemption
request or require additional documentation to assure a genuine redemption,
and, at its option, may pay such redemption by wire or check and may limit the
frequency or the amount of such request. The Fund reserves the right to
terminate or modify any or all of the services in connection with this
privilege at any time without prior notice. Neither the Fund nor Jones &
Babson, Inc. assumes responsibility for the authenticity of withdrawal
instructions, and there are provisions on the authorization form limiting
their liability in this respect.
SYSTEMATIC REDEMPTION PLAN
If you own shares in an open account valued at $10,000 or more, and desire to
make regular monthly or quarterly withdrawals without the necessity and
inconvenience of executing a separate redemption request to initiate each
withdrawal, you may enter into a Systematic Withdrawal Plan by completing
forms obtainable from the Fund. For this service, the manager may charge you a
fee not to exceed $1.50 for each withdrawal. Currently the manager assumes the
additional expenses arising out of this type of plan, but it reserves the
right to initiate such a charge at any time in the future when it deems it
necessary. If such a charge is imposed, participants will be provided 30 days
notice.
Subject to a $50 minimum, you may withdraw each period a specified dollar
amount. Shares also may be redeemed at a rate calculated to exhaust the
account at the end of a specified period of time.
Dividends and capital gains distributions must be reinvested in additional
shares. Under all withdrawal programs, liquidation of shares in excess of
dividends and distributions reinvested will diminish and may exhaust your
account, particularly during a period of declining share values.
You may revoke or change your plan or redeem all of your remaining shares at
any time. Withdrawal payments will be continued until the shares are exhausted
or until the Fund or you terminate the plan by written notice to the other.
HOW TO EXCHANGE SHARES
BETWEEN FUNDS
Shareholders may exchange their Fund shares, which have been held in open
account for 15 days or more, and for which good payment has been received, for
identically registered shares of any other Fund in the Babson or Buffalo Fund
Group which is legally registered for sale in the state of residence of the
investor, except Babson Enterprise Fund, Inc., provided that the minimum
amount exchanged has a value of $1,000 or meets the minimum investment
requirement of the Fund or Portfolio into which it is exchanged.
Effective at the close of business on January 31, 1992, the Directors of the
Babson Enterprise Fund, Inc. took action to limit the offering of that Fund's
shares. Babson Enterprise Fund, Inc. will not accept any new accounts,
including IRAs and other retirement plans, until further notice, nor will
Babson Enterprise Fund accept transfers from shareholders of other Babson
Funds, who were not shareholders of record of Babson Enterprise Fund at the
close of business on January 31, 1992. Investors may want to consider
purchasing shares in Babson Enterprise Fund II, Inc. as an alternative.
To authorize the Telephone/Telegraph Exchange Privilege, all registered owners
must sign the appropriate section on the original application, or the Fund
must receive a special authorization form, provided upon request. During
periods of increased market activity, you may have difficulty reaching the
Fund by telephone, in which case you should contact the Fund by mail or
telegraph. The Fund reserves the right to initiate a charge for this service
and to terminate or modify any or all of the privileges in connection with
this service at any time and without prior notice under any circumstances
where continuance of these privileges would be detrimental to the Fund or its
shareholders such as an emergency, or where the volume of such activity
threatens the ability of the Fund to conduct business, or under any other
circumstances, upon 60 days written notice to shareholders. The Fund will not
be responsible for the consequences of delays including delays in the banking
or Federal Reserve wire systems.
The Fund will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine, and if such procedures are not
followed, the Fund may be liable for losses due to unauthorized or fraudulent
instructions. Such procedures may include, but are not limited to requiring
personal identification prior to acting upon instructions received by
telephone, providing written confirmations of such transactions, and/or tape
recording of telephone instructions.
Exchanges by mail may be accomplished by a written request properly signed by
all registered owners identifying the account, the number of shares or dollar
amount to be redeemed for exchange, and the Babson Fund into which the account
is being transferred.
If you wish to exchange part or all of your shares in the Fund for shares of
another Fund or Portfolio in the Babson or Buffalo Fund Group, you should
review the prospectus of the Fund to be purchased, which can be obtained
from Jones & Babson, Inc. Any such exchange will be based on the respective
net asset values of the shares involved. Any exchange between Funds involves
the sale of an asset. Unless the shareholder account is tax-deferred, this is
a taxable event.
HOW SHARE PRICE IS DETERMINED
In order to determine the price at which new shares will be sold and at which
issued shares presented for redemption will be liquidated, the net asset value
per share is computed once daily, Monday through Friday, at the specific time
during the day that the Board of Directors sets at least annually, except on
days on which changes in the value of portfolio securities will not materially
affect the net asset value, or days during which no security is tendered for
redemption and no order to purchase or sell such security is received by the
Fund, or customary holidays. For a list of the holidays during which the Fund
is not open for business, see "How Share Price is Determined" in the
"Statement of Additional Information."
The price at which new shares of the Fund will be sold and at which issued
shares presented for redemption will be liquidated is computed once daily at
4:00 P.M. (Eastern Time), except on those days when the Fund is not open for
business.
The per share calculation is made by subtracting from the Fund's total assets
any liabilities and then dividing into this amount the total outstanding
shares as of the date of the calculation.
Each security listed on an Exchange is valued at its last sale price on that
Exchange on the date as of which assets are valued. Where the security is
listed on more than one Exchange, the Fund will use the price of that Exchange
which it generally considers to be the principal Exchange on which the stock
is traded. Lacking sales, the security is valued at the mean between the
current closing bid and asked prices. An unlisted security for which over-the-
counter market quotations are readily available is valued at the mean between
the last current bid and asked prices. When market quotations are not readily
available, any security or other asset is valued at its fair value as
determined in good faith by the Board of Directors.
OFFICERS AND DIRECTORS
The officers of the Fund manage its day-to-day operations. The Fund's manager
and its officers are subject to the supervision and control of the Board of
Directors. A list of the officers and directors of the Fund and a brief
statement of their present positions and principal occupations during the past
five years is set forth in the "Statement of Additional Information."
MANAGEMENT AND INVESTMENT COUNSEL
Jones & Babson, Inc. was founded in 1960. It organized the Fund in 1960, and
acts as its manager and principal underwriter. Pursuant to the current
Management Agreement, Jones & Babson, Inc. provides or pays the cost of all
management, supervisory and administrative services required in the normal
operation of the Fund. This includes investment management and supervision;
fees of the custodian, independent public accountants and legal counsel;
remuneration of officers, directors and other personnel; rent; shareholder
services, including maintenance of the shareholder accounting system and
transfer agency; and such other items as are incidental to corporate
administration.
Not considered normal operating expenses, and therefore payable by the Fund,
are taxes, interest, governmental charges and fees, including registration of
the Fund and its shares with the Securities and Exchange Commission and the
Securities Departments of various States, brokerage costs, dues, and all
extraordinary costs and expenses including but not limited to legal and
accounting fees incurred in anticipation of or arising out of litigation or
administrative proceedings to which the Fund, its officers or directors may be
subject or a party thereto.
As a part of the Management Agreement, Jones & Babson, Inc. employs at its own
expense David L. Babson & Co. Inc. as its investment counsel to assist in the
investment advisory function. David L. Babson & Co. Inc. is an investment
counseling firm founded in 1940. It serves a broad variety of individual,
corporate and other institutional clients by maintaining an extensive research
and analytical staff. It has an experienced investment analysis and research
staff which eliminates the need for Jones & Babson, Inc. and the Fund to
maintain an extensive duplicate staff, with the consequent increase in the
cost of investment advisory service. The cost of the services of David L.
Babson & Co. Inc. is included in the fee of Jones & Babson, Inc. The
Management Agreement limits the liability of the manager and its investment
counsel, as well as their officers, directors and personnel, to acts or
omissions involving willful malfeasance, bad faith, gross negligence, or
reckless disregard of their duties. James B. Gribbell has been the portfolio
manager for the David L. Babson Growth Fund since 1996. He is a Chartered
Financial Analyst. He joined David L. Babson & Co. in 1991, and has seven
years investment management experience.
As compensation for all the foregoing services, the Fund pays Jones & Babson,
Inc. a fee at the annual rate of 85/100 of one percent (.85%) of the first
$250 million of its average daily net assets. This fee reduces to 70/100 of
one percent (.70%) on net assets in excess of $250 million.
The annual fee charged by Jones & Babson, Inc. is higher than the fees of most
other investment advisers whose charges cover only investment advisory
services with all remaining operational expenses absorbed directly by the
Fund. Yet, it compares favorably with these other advisers when all expenses
to Fund shareholders are taken into account. The fee, from which Jones &
Babson, Inc. pays David L. Babson & Co. Inc. a fee of 30/100 of 1% (.30%) of
the first $100 million, 25/100 of 1% (.25%) on the next $150 million, and
20/100 (.20%) of 1% on assets above $250 million, is computed daily and paid
semimonthly. The total expenses of the Fund for the fiscal year ended June 30,
1996, amounted to 85/100 of one percent (.85%) of the average net assets. The
cost of the services of David L. Babson & Co. Inc. is included in the fee of
Jones & Babson, Inc.
Certain officers and directors of the Fund are also officers or directors or
both of other Babson Funds, Jones & Babson, Inc. or David L. Babson & Co. Inc.
Jones & Babson, Inc. is a wholly-owned subsidiary of Business Men's Assurance
Company of America which is considered to be a controlling person under the
Investment Company Act of 1940. Assicurazioni Generali S.p.A., an insurance
organization founded in 1831 based in Trieste, Italy, is considered to be a
controlling person and is the ultimate parent of Business Men's Assurance
Company of America. Mediobanca is a 5% owner of Generali.
David L. Babson & Co. Inc. is a wholly-owned subsidiary of Massachusetts
Mutual Life Insurance Company headquartered in Springfield, Massachusetts.
Massachusetts Mutual Life Insurance Company is an insurance organization
founded in 1851 and is considered to be a controlling person of David L.
Babson & Co. Inc., under the Investment Company Act of 1940.
The current Management Agreement between the Fund and Jones & Babson, Inc.,
which includes the Investment Counsel Agreement between Jones & Babson, Inc.
and David L. Babson & Co. Inc., will continue in effect until October 31,
1997, and will continue automatically for successive annual periods ending
each October 31 so long as such continuance is specifically approved at least
annually by the Board of Directors of the Fund or by the vote of a majority of
the outstanding voting securities of the Fund, and, provided also that such
continuance is approved by the vote of a majority of the directors who are not
parties to the Agreements or interested persons of any such party at a meeting
held in person and called specifically for the purpose of evaluating and
voting on such approval. Both Agreements provide that either party may
terminate by giving the other 60 days written notice. The Agreements terminate
automatically if assigned by either party.
GENERAL INFORMATION AND HISTORY
The Fund, originally incorporated in Delaware in 1959, was merged into a
Maryland corporation in 1978. The Fund has a present authorized capitalization
of 100,000,000 shares of $1 par value common stock. All shares are of the same
class with like rights and privileges. Each full and fractional share, when
issued and outstanding, has: (1) equal voting rights with respect to matters
which affect the Fund, and (2) equal dividend, distribution and redemption
rights to the assets of the Fund. Shares when issued are fully paid and non-
assessable. The Fund will not issue any senior securities. Shareholders do not
have pre-emptive or conversion rights.
Non-cumulative voting - These shares have non-cumulative voting rights, which
means that the holders of more than 50% of the shares voting for the election
of directors can elect 100% of the directors, if they choose to do so, and in
such event, the holders of the remaining less than 50% of the shares voting
will not be able to elect any directors.
The Maryland Statutes permit registered investment companies, such as the
Fund, to operate without an annual meeting of shareholders under specified
circumstances if an annual meeting is not required by the Investment Company
Act of 1940. There are procedures whereby the shareholders may remove
directors. These procedures are described in the "Statement of Additional
Information" under the caption "Officers and Directors." The Fund has adopted
the appropriate provisions in its By-Laws and may not, at its discretion, hold
annual meetings of shareholders for the following purposes unless required to
do so: (1) election of directors; (2) approval of any investment advisory
agreement; (3) ratification of the selection of independent public
accountants; and (4) approval of a distribution plan. As a result, the Fund
does not intend to hold annual meetings.
The Fund may use the name "David L. Babson" in its name so long as Jones &
Babson, Inc. is continued as manager and David L. Babson & Co. Inc. as its
investment counsel. Complete details with respect to the use of the name are
set out in the Management Agreement between the Fund and Jones & Babson, Inc.
This prospectus omits certain of the information contained in the registration
statement filed with the Securities and Exchange Commission, Washington, D.C.
These items may be inspected at the offices of the Commission or obtained from
the Commission upon payment of the fee prescribed.
DIVIDENDS, DISTRIBUTIONS AND THEIR TAXATION
The Fund pays dividends from net investment income and capital gains
semiannually, usually in June and December. Dividend and capital gains
distributions will be reinvested automatically in additional shares at the net
asset value per share next computed and effective at the close of business on
the day after the record date, unless the shareholder has elected on the
original application, or by written instructions filed with the Fund, to have
them paid in cash.
The Fund has qualified and intends to continue to qualify for taxation as a
"regulated investment company" under the Internal Revenue Code so that the
Fund will not be subject to federal income tax to the extent that it
distributes its income to its shareholders. Dividends, either in cash or
reinvested in shares, paid by the Fund from net investment income will be
taxable to shareholders as ordinary income, and will generally qualify in part
for the 70% dividends-received deduction for corporations. The portion of the
dividends so qualified depends on the aggregate taxable qualifying dividend
income received by the Fund from domestic (U.S.) sources. The Fund will send
to shareholders a statement each year advising the amount of the dividend
income which qualifies for such treatment.
Whether paid in cash or additional shares of the Fund, and regardless of the
length of time Fund shares have been owned by the shareholder, distributions
from long-term capital gains are taxable to shareholders as such, but are not
eligible for the dividends-received deduction for corporations. Shareholders
are notified annually by the Fund as to the federal tax status of dividends
and distributions paid by the Fund. Such dividends and distributions may also
be subject to state and local taxes.
Exchange and redemption of Fund shares are taxable events for federal income
tax purposes. Shareholders may also be subject to state and municipal taxes on
such exchanges and redemptions. You should consult your tax adviser with
respect to the tax status of distributions from the Fund in your state and
locality.
The Fund intends to declare and pay dividends and capital gains distributions
so as to avoid imposition of the federal excise tax. To do so, the Fund
expects to distribute during each calendar year an amount equal to: (1) 98% of
its calendar year ordinary income; (2) 98% of its capital gains net income
(the excess of short- and long-term capital gain over short- and long-term
capital loss) for the one-year period ending each October 31; and (3) 100% of
any undistributed ordinary or capital gain net income from the prior calendar
year. Dividends declared in December will be deemed to have been paid by the
Fund and received by shareholders on the record date so long as the dividends
are actually paid before February 1 of the following year.
To comply with IRS regulations, the Fund is required by federal law to
withhold 31% of reportable payments (which may include dividends, capital
gains distributions, and redemptions) paid to shareholders who have not
complied with IRS regulations. In order to avoid this withholding requirement,
shareholders must certify on their Application, or on a separate form supplied
by the Fund, that their Social Security or Taxpayer Identification Number
provided is correct and that they are not currently subject to backup
withholding, or that they are exempt from backup withholding.
The federal income tax status of all distributions will be reported to
shareholders each January as a part of the annual statement of shareholder
transactions. Shareholders not subject to tax on their income will not be
required to pay tax on amounts distributed to them.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED HEREIN FOR GENERAL INFORMATION
ONLY. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISERS WITH RESPECT
TO THE TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN THE FUND.
SHAREHOLDER SERVICES
The Fund and its manager offer shareholders a broad variety of services
described throughout this prospectus. In addition, the following services are
available:
Automatic Monthly Investment - You may elect to make monthly investments in a
constant dollar amount from your checking account ($50 minimum). The Fund will
draft your checking account on the same day each month in the amount you
authorize in your application, or, subsequently, on a special authorization
form provided upon request.
Automatic Reinvestment - Dividends and capital gains distributions may be
reinvested automatically, or shareholders may elect to have dividends paid in
cash and capital gains reinvested, or to have both paid in cash.
Telephone Investments - You may make investments of $100 or more by telephone
if you have authorized such investments in your application, or, subsequently,
on a special authorization form provided upon request. See "Telephone
Investment Service."
Automatic Exchange - You may exchange shares from your account ($100 minimum)
in any of the Babson Funds to an identically registered account in any other
fund in the Babson or Buffalo Group except Babson Enterprise Fund, Inc.
according to your instructions. Monthly exchanges will be continued until all
shares have been exchanged or until you terminate the Automatic Exchange
authorization. A special authorization form will be provided upon request.
Transfer of Ownership - A shareholder may transfer shares to another
shareholder account. The requirements which apply to redemptions apply to
transfers. A transfer to a new account must meet initial investment
requirements.
Systematic Redemption Plan - Shareholders who own shares in open account
valued at $10,000 or more may arrange to make regular withdrawals without the
necessity of executing a separate redemption request to initiate each
withdrawal.
Sub-Accounting - Keogh and corporate tax qualified retirement plans, as well
as certain other investors who must maintain separate participant accounting
records, may meet these needs through services provided by the Fund's manager,
Jones & Babson, Inc. Investment minimums may be met by accumulating the
separate accounts of the group. Although there is currently no charge for sub-
accounting, the Fund and its manager reserve the right to make reasonable
charges for this service.
Prototype Retirement Plans - Jones & Babson, Inc. offers a defined
contribution prototype plan - The Universal Retirement Plan - which is
suitable for all who are self-employed, including sole proprietors,
partnerships, and corporations. The Universal Prototype includes both money
purchase pension and profit-sharing plan options.
Individual Retirement Accounts - Also available is an Individual Retirement
Account (IRA). The IRA uses the IRS model form of plan and provides an
excellent way to accumulate a retirement fund which will earn tax-deferred
dollars until withdrawn. An IRA may also be used to defer taxes on certain
distributions from employer-sponsored retirement plans. You may contribute up
to $2,000 of compensation each year ($2,250 if a spousal IRA is established),
some or all of which may be deductible. Consult your tax adviser concerning
the amount of the tax deduction, if any.
Simplified Employee Pensions (SEPs) - The Jones & Babson IRA may be used with
IRS Form 5305-SEP to establish a SEP-IRA, to which the self-employed
individual may contribute up to 15% of net earned income or $30,000,
whichever is less. A SEP-IRA offers the employer the ability to make the same
level of deductible contributions as a Profit-Sharing Plan with greater ease
of administration, but less flexibility in plan coverage of employees.
SHAREHOLDER INQUIRIES
Telephone inquiries may be made toll free to the Fund,
1-800-4-BABSON (1-800-422-2766), or in the Kansas City area 471-5200.
Shareholders may address written inquiries to the Fund at:
David L. Babson Growth Fund, Inc.
2440 Pershing Road, Suite G-15
Kansas City, MO 64108
AUDITORS
ARTHUR ANDERSEN LLP
Kansas City, Missouri
LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG
Philadelphia, Pennsylvania
JOHN G. DYER
Kansas City, Missouri
CUSTODIAN
UMB BANK, n.a.
Kansas City, Missouri
TRANSFER AGENT
JONES & BABSON, INC.
Kansas City, Missouri
EQUITIES
Growth Fund
Enterprise Fund*
Enterprise Fund II
Value Fund
Shadow Stock Fund
International Fund
FIXED INCOME
Bond Trust
Money Market Fund
Tax-Free Income Fund
* Closed to new investors.
JONES & BABSON
MUTUAL FUNDS
2440 Pershing Road
Kansas City, MO 64108-2561
816-471-5200
1-800-4-BABSON
(1-800-422-2766)
http://www.jbfunds.com
PART B
DAVID L. BABSON GROWTH FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
October 31, 1996
This Statement is not a Prospectus but should be read in conjunction with the
Fund's current Prospectus dated October 31, 1996. To obtain the Prospectus
please call the Fund toll-free 1-800-4-BABSON (1-800-422-2766), or in the
Kansas City area 471-5200.
TABLE OF CONTENTS
Page
Investment Objective and Policies 2
Portfolio Transactions 2
Investment Restrictions 3
Performance Measures 4
How the Fund's Shares Are Distributed 4
How Share Purchases Are Handled 4
Redemption of Shares 5
Signature Guarantees 5
Management and Investment Counsel 5
How Share Price is Determined 6
Officers and Directors 6
Custodian 8
Independent Public Accountants 9
Other Jones & Babson Funds 9
Financial Statements 10
<PAGE>
INVESTMENT OBJECTIVE
AND POLICIES
The following policies supplement the Fund's
investment objective and policies set forth in the
Prospectus.
All assets of the Fund will be invested in
marketable securities composed principally of
common stocks and securities convertible into
common stock. Necessary reserves will be held
in cash or high-quality short-term debt
obligations readily changeable to cash, such as
treasury bills, commercial paper or repurchase
agreements. The Fund retains the freedom to
administer the portfolio of the Fund accordingly
when, in its judgment, economic and market
conditions make such a course desirable.
Normally, however, the Fund will maintain at
least 80% of the portfolio in common stocks.
There are no restrictions or guidelines regarding
the investment of Fund assets in shares listed on
an exchange or traded over-the-counter.
PORTFOLIO TRANSACTIONS
Decisions to buy and sell securities for the
Fund are made by Jones & Babson, Inc.
pursuant to recommendations by David L.
Babson & Co. Inc. Officers of the Fund and
Jones & Babson, Inc. are generally responsible
for implementing or supervising these decisions,
including allocation of portfolio brokerage and
principal business as well as the negotiation of
commissions and/or the price of the securities.
In instances where securities are purchased on a
commission basis, the Fund will seek
competitive and reasonable commission rates
based on circumstances of the trade involved
and to the extent that they do not detract from
the quality of the execution.
The Fund, in purchasing and selling portfolio
securities, will seek the best available
combination of execution and overall price
(which shall include the cost of the transaction)
consistent with the circumstances which exist at
the time. The Fund does not intend to solicit
competitive bids on each transaction.
The Fund believes it is in its best interest and
that of its shareholders to have a stable and
continuous relationship with a diverse group of
financially strong and technically qualified
broker-dealers who will provide quality
executions at competitive rates. Broker-dealers
meeting these qualifications also will be selected
for their demonstrated loyalty to the Fund, when
acting on its behalf, as well as for any research
or other services provided to the Fund.
Substantially all of the portfolio transactions are
through brokerage firms which are members of
the New York Stock Exchange because usually
the most active market in the size of the Fund's
transactions and for the types of securities
predominant in the Fund's portfolio is to be
found there. When buying securities in the over-
the-counter market, the Fund will select a broker
who maintains a primary market for the security
unless it appears that a better combination of
price and execution may be obtained elsewhere.
The Fund normally will not pay a higher
commission rate to broker-dealers providing
benefits or services to it than it would pay to
broker-dealers who do not provide it such
benefits or services. However, the Fund reserves
the right to do so within the principles set out in
Section 28(e) of the Securities Act of 1934 when
it appears that this would be in the best interests
of the shareholders.
No commitment is made to any broker or
dealer with regard to placing of orders for the
purchase or sale of Fund portfolio securities, and
no specific formula is used in placing such
business. Allocation is reviewed regularly by
both the Board of Directors of the Fund and
Jones & Babson, Inc.
Since the Fund does not market its shares
through intermediary brokers or dealers, it is not
the Fund's practice to allocate brokerage or
principal business on the basis of sales of its
shares which may be made through such firms.
However, it may place portfolio orders with
qualified broker-dealers who recommend the
Fund to other clients, or who act as agent in the
purchase of the Fund's shares for their clients.
Research services furnished by broker-dealers
may be useful to the Fund manager and its
investment counsel in serving other clients, as
well as the Fund. Conversely, the Fund may
benefit from research services obtained by the
manager or its investment counsel from the
placement of portfolio brokerage of other clients.
2
<PAGE>
When it appears to be in the best interest of its
shareholders, the Fund may join with other
clients of the manager and its investment
counsel in acquiring or disposing of a portfolio
holding. Securities acquired or proceeds
obtained will be equitably distributed between
the Fund and other clients participating in the
transaction. In some instances, this investment
procedure may affect the price paid or received
by the Fund or the size of the position obtained
by the Fund.
INVESTMENT RESTRICTIONS
In addition to the investment objective and
portfolio management policies set forth in the
Prospectus under the caption "Investment
Objective and Portfolio Management Policy,"
the following restrictions also may not be
changed without approval of the "holders of a
majority of the outstanding shares" of the Fund.
The Fund will not: (1) purchase the securities
of any one issuer, except the United States
government, if immediately after and as a result
of such purchase (a) the value of the holdings of
the Fund in the securities of such issuer exceeds
5% of the value of the Fund's total assets, or (b)
the Fund owns more than 10% of the
outstanding voting securities, or any other class
of securities, of such issuer; (2) engage in the
purchase or sale of real estate or commodities;
(3) underwrite the securities of other issuers; (4)
make loans to any of its officers, directors, or
employees, or to its manager, or general
distributor, or officers or directors thereof; (5)
make any loan (the purchase of a security
subject to a repurchase agreement or the
purchase of a portion of an issue of publicly
distributed debt securities is not considered the
making of a loan); (6) invest in companies for
the purpose of exercising control of
management; (7) purchase securities on margin,
or sell securities short; (8) purchase shares of
other investment companies except in the open
market at ordinary broker's commission or
pursuant to a plan of merger or consolidation;
(9) invest in the aggregate more than 5% of the
value of its gross assets in the securities of
issuers (other than federal, state, territorial, or
local governments, or corporations, or
authorities established thereby), which,
including predecessors, have not had at least
three years' continuous operations; (10) except
for transactions in its shares or other securities
through brokerage practices which are
considered normal and generally accepted under
the circumstances existing at the time, enter into
dealings with its officers or directors, its
manager or underwriter, or their officers or
directors, or any organization in which such
persons have a financial interest; (11) purchase
or retain securities of any company in which any
Fund officers or directors, or Fund manager, its
partner, officer, or director beneficially own
more than 1/2 of 1% of said company's
securities, if all such persons owning more than
1/2 of 1% of such company's securities, own in
the aggregate more than 5% of the outstanding
securities of such company; (12) borrow or
pledge its credit under normal circumstances,
except up to 10% of its gross assets (computed at
the lower of fair market value or cost) for
temporary or emergency purposes, and not for
the purpose of leveraging its investments, and
provided further that any borrowing in excess of
5% of the total assets of the Fund shall have
asset coverage of at least 3 to 1 (the Fund has
never borrowed against its assets and does not
intend to do so); (13) make itself or its assets
liable for the indebtedness of others; or (14)
invest in securities which are assessable or
involve unlimited liability.
In addition to the fundamental investment
restrictions set out above, in order to comply
with the law or regulations of various States, the
Fund will not engage in the following practices:
(1) invest in securities which are not readily
marketable or in securities of foreign issuers
which are not listed on a recognized domestic or
foreign securities exchange; (2) write put or call
options; (3) invest in oil, gas and other mineral
leases or arbitrage transactions; (4) purchase or
sell real estate (including limited partnership
interests, but excluding readily marketable
interests in real estate investment trusts or
readily marketable securities of companies
which invest in real estate); or (5) purchase
securities, including Rule 144(a) securities of
issuers which the company is restricted from
selling to the public without registration under
the Securities Act of 1933.
Certain States also require that the Fund's
investments in warrants, valued at the lower of
cost or market, may not exceed 5% of the value
of the Fund's net assets. Included within that
3
<PAGE>
amount, but not to exceed 2% of the value of the
Fund's net assets may be warrants which are not
listed on the New York or American Stock
Exchange. Warrants acquired by the Fund in
units or attached to securities may be deemed to
be without value for purposes of this limitation.
PERFORMANCE MEASURES
Total Return
The Fund's "average annual total return"
figures described and shown below are
computed according to a formula prescribed by
the Securities and Exchange Commission. The
formula can be expressed as follows:
P(1+T)n = ERV
Where: P = a hypothetical initial payment
of $1000
T = average annual total return
n = number of years
ERV = Ending Redeemable Value of a
hypothetical $ 1000 payment
made at the beginning of the 1,
5, or 10 years (or other) periods
at the end of the 1,5, or 10
years (or other) periods (or
fractional portions thereof);
The table below shows the average total return
for the Fund for the specified periods.
For the one year 7/1/95-6/30/96 22.99%
For the five years 7/1/91-6/30/96 13.65%
For the ten years 7/1/86-6/30/96 11.08%
From commencement
of operation to 6/30/96* 9.28%
_______________________________________
* The Fund commenced operation on April 30, 1960.
HOW THE FUND'S SHARES
ARE DISTRIBUTED
Jones & Babson, Inc., as agent of the Fund,
agrees to supply its best efforts as sole
distributor of the Fund's shares and, at its own
expense, pay all sales and distribution expenses
in connection with their offering other than
registration fees and other government charges.
Jones & Babson, Inc. does not receive any fee
or other compensation under the distribution
agreement which continues in effect until
October 31, 1997, and which will continue
automatically for successive annual periods
ending each October 31, if continued at least
annually by the Fund's Board of Directors,
including a majority of those Directors who are
not parties to such agreements or interested
persons of any such party. It terminates
automatically if assigned by either party or upon
60 days written notice by either party to the
other.
Jones & Babson, Inc., also acts as sole
distributor of the shares of D.L. Babson Bond
Trust, Babson Enterprise Fund, Inc., Babson
Enterprise Fund II, Inc., Babson Value Fund,
Inc., D.L. Babson Money Market Fund, Inc.,
D.L. Babson Tax-Free Income Fund, Inc.,
Shadow Stock Fund, Inc., Babson-Stewart Ivory
International Fund, Inc., Scout Stock Fund, Inc.,
Scout Bond Fund, Inc., Scout Money Market
Fund, Inc., Scout Tax-Free Money Market Fund,
Inc., Scout Regional Fund, Inc., Scout
WorldWide Fund, Inc., Scout Balanced Fund,
Inc., Buffalo Balanced Fund, Inc., Buffalo
Equity Fund, Inc., Buffalo High Yield Fund,
Inc. and Buffalo USA Global Fund, Inc.
HOW SHARE PURCHASES
ARE HANDLED
Each order accepted will be fully invested in
whole and fractional shares, unless the purchase
of a certain number of whole shares is specified,
at the net asset value per share next effective
after the order is accepted by the Fund.
Each investment is confirmed by a year-to-
date statement which provides the details of the
immediate transaction, plus all prior
transactions in your account during the current
year. This includes the dollar amount invested,
the number of shares purchased or redeemed,
the price per share, and the aggregate shares
owned. A transcript of all activity in your
account during the previous year will be
furnished each January. By retaining each
annual summary and the last year-to-date
statement, you have a complete detailed history
4
<PAGE>
of your account which provides necessary tax
information. A duplicate copy of a past annual
statement is available from Jones & Babson, Inc.
at its cost, subject to a minimum charge of $5
per account, per year requested.
Normally, the shares which you purchase are
held by the Fund in open account, thereby
relieving you of the responsibility of providing
for the safekeeping of a negotiable share
certificate. Should you have a special need for a
certificate, one will be issued on request for all
or a portion of the whole shares in your account.
There is no charge for the first certificate issued.
A charge of $3.50 will be made for any
replacement certificates issued. In order to
protect the interests of the other shareholders,
share certificates will be sent to those
shareholders who request them only after the
Fund has determined that unconditional
payment for the shares represented by the
certificate has been received by its custodian,
UMB Bank, n.a.
If an order to purchase shares must be
canceled due to non-payment, the purchaser will
be responsible for any loss incurred by the Fund
arising out of such cancellation. To recover any
such loss, the Fund reserves the right to redeem
shares owned by any purchaser whose order is
canceled, and such purchaser may be prohibited
or restricted in the manner of placing further
orders.
The Fund reserves the right in its sole
discretion to withdraw all or any part of the
offering made by the prospectus or to reject
purchase orders when, in the judgment of
management, such withdrawal or rejection is in
the best interest of the Fund and its
shareholders. The Fund also reserves the right at
any time to waive or increase the minimum
requirements applicable to initial or subsequent
investments with respect to any person or class
of persons, which include shareholders of the
Fund's special investment programs.
REDEMPTION OF SHARES
The right of redemption may be suspended, or
the date of payment postponed beyond the
normal three-day period by the Fund's Board of
Directors under the following conditions
authorized by the Investment Company Act of
1940: (1) for any period (a) during which the
New York Stock Exchange is closed, other than
customary weekend and holiday closing, or (b)
during which trading on the New York Stock
Exchange is restricted; (2) for any period during
which an emergency exists as a result of which
(a) disposal by the Fund of securities owned by it
is not reasonably practicable, or (b) it is not
reasonably practicable for the Fund to determine
the fair value of its net assets; or (3) for such
other periods as the Securities and Exchange
Commission may by order permit for the
protection of the Fund's shareholders.
SIGNATURE GUARANTEES
Signature guarantees normally reduce the
possibility of forgery and are required in
connection with each redemption method to
protect shareholders from loss. Signature
guarantees are required in connection with all
redemptions of $50,000 or more by mail or
changes in share registration, except as provided
in the Prospectus.
Signature guarantees must appear together
with the signature(s) of the registered owner(s),
on:
(1) a written request for redemption;
(2) a separate instrument of assignment,
which should specify the total number of
shares to be redeemed (this "stock power"
may be obtained from the Fund or from
most banks or stock brokers); or
(3) all stock certificates tendered for
redemption.
MANAGEMENT AND
INVESTMENT COUNSEL
As a part of the Management Agreement,
Jones & Babson, Inc. employs at its own
expense David L. Babson & Co. Inc. as its
investment counsel. David L. Babson & Co. Inc.
was founded in 1940 as a private investment
research and counseling organization. On June
30, 1995, David L. Babson & Co. Inc. became a
wholly-owned subsidiary of Massachusetts
Mutual Life Insurance Company. David L.
Babson & Co. Inc. serves individual, corporate
and other institutional clients and participates
5
<PAGE>
with Jones & Babson in the management of nine
Babson no-load mutual funds.
As compensation for its services the Fund
pays Jones & Babson, Inc. a fee at the annual
rate of 85/100 of 1% (.85%) of the first $250
million of its average daily net assets. This fee
reduces to 70/100 of 1% (.70%) on net assets in
excess of $250 million. The fee, from which
Jones & Babson, Inc. pays David L. Babson &
Co. Inc. a fee of 30/100 of 1% (.30%) of the first
$100 million of average daily total net assets,
25/100 of 1% (.25%) of the next $150 million
and 20/100 of 1% (.20%) on net assets in excess
of $250 million, is computed daily and paid
semimonthly.
The aggregate management fees paid to Jones
& Babson, Inc. during the most recent fiscal
year ended June 30, 1996 from which Jones &
Babson, Inc. paid all the Fund's expenses except
those payable directly by the Fund, were
$2,258,966. The annual fee charged by Jones &
Babson, Inc. covers all normal operating costs of
the Fund.
David L. Babson & Co. Inc., has an
experienced investment analysis and research
staff which eliminates the need for Jones &
Babson, Inc. and the Fund to maintain an
extensive duplicate staff, with the consequent
increase in the cost of investment advisory
service. The cost of the services of David L.
Babson & Co. Inc. is included in the services of
Jones & Babson, Inc. During the most recent
fiscal year ended June 30, 1996, Jones &
Babson, Inc., paid David L. Babson & Co. Inc.
fees amounting to $1,176,523.
HOW SHARE PRICE IS DETERMINED
The net asset value per share of the Fund
portfolio is computed once daily, Monday
through Friday, at the specific time during the
day that the Board of Directors of each Fund sets
at least annually, except on days on which
changes in the value of a Fund's portfolio
securities will not materially affect the net asset
value, or days during which no security is
tendered for redemption and no order to
purchase or sell such security is received by the
Fund, or the following holidays:
New Years Day January 1
Presidents' Holiday Third Monday
in February
Good Friday Friday before Easter
Memorial Day Last Monday in May
Independence Day July 4
Labor Day First Monday
in September
Thanksgiving Day Fourth Thursday
in November
Christmas Day December 25
OFFICERS AND DIRECTORS
The Fund is managed by Jones & Babson, Inc.
subject to the supervision and control of the
Board of Directors. The following table lists
Officers and Directors of the Fund. Unless noted
otherwise, the address of each Officer and
Director is 2440 Pershing Road, Suite G-15,
Kansas City, Missouri 64108. Except as
indicated, each has been an employee of Jones &
Babson, Inc. for more than five years.
* Larry D. Armel, President and Director.
President and Director, Jones & Babson, Inc.,
D.L. Babson Money Market Fund, Inc., D.L.
Babson Tax-Free Income Fund, Inc., Babson
Enterprise Fund, Inc., Babson Enterprise
Fund II, Inc., Babson Value Fund, Inc.,
Shadow Stock Fund, Inc., Babson-Stewart
Ivory International Fund, Inc., Scout Stock
Fund, Inc., Scout Bond Fund, Inc., Scout
Money Market Fund, Inc., Scout tax-free
Money Market Fund, Inc., Scout Regional
Fund, Inc., Scout WorldWide Fund, Inc.,
Scout Balanced Fund, Inc., Buffalo Balanced
Fund, Inc., Buffalo Equity Fund, Inc., Buffalo
High Yield Fund, Inc., Buffalo USA Global
Fund, Inc.; President and Trustee, D.L.
Babson Bond Trust.
_____________________________________
* Directors who are interested persons as that
term is defined in the Investment Company
Act of 1940, as amended.
6
<PAGE>
Francis C. Rood, Director.
Retired, 6429 West 92nd Street, Overland Park,
Kansas 66212. Formerly, Group Vice President-
Administration of Hallmark Cards, Inc.;
Director, D.L. Babson Money Market Fund,
Inc., D.L. Babson Tax-Free Income Fund, Inc.,
Babson Enterprise Fund, Inc., Babson
Enterprise Fund II, Inc., Babson Value Fund,
Inc., Shadow Stock Fund, Inc., Buffalo Balanced
Fund, Inc., Buffalo Equity Fund, Inc., Buffalo
High Yield Fund, Inc., Buffalo USA Global
Fund, Inc.; Trustee, D.L. Babson Bond Trust.
William H. Russell, Director.
Financial consultant, 645 West 67th Street,
Kansas City, Missouri 64113, previously Vice
President, United Telecommunications, Inc.;
Director, D.L. Babson Money Market Fund,
Inc., D.L. Babson Tax-Free Income Fund, Inc.,
Babson Enterprise Fund, Inc., Babson
Enterprise Fund II, Inc., Babson Value Fund,
Inc., Shadow Stock Fund, Inc., Babson-Stewart
Ivory International Fund, Inc., Buffalo Balanced
Fund, Inc., Buffalo Equity Fund, Inc., Buffalo
High Yield Fund, Inc., Buffalo USA Global
Fund, Inc.; Trustee, D. L. Babson Bond Trust.
H. David Rybolt, Director.
Consultant, HDR Associates, P.O. Box 2468,
Shawnee Mission, Kansas 66202; Director, D.L.
Babson Money Market Fund, Inc., D.L. Babson
Tax-Free Income Fund, Inc., Babson Enterprise
Fund, Inc., Babson Enterprise Fund II, Inc.,
Babson Value Fund, Inc., Shadow Stock Fund,
Inc., Buffalo Balanced Fund, Inc., Buffalo
Equity Fund, Inc., Buffalo High Yield Fund,
Inc., Buffalo USA Global Fund, Inc.; Trustee,
D.L. Babson Bond Trust.
P. Bradley Adams, Vice President and
Treasurer.
Vice President and Treasurer, Jones & Babson,
Inc., D.L. Babson Money Market Fund, Inc.,
D.L. Babson Tax-Free Income Fund, Inc.,
Babson Enterprise Fund, Inc., Babson
Enterprise Fund II, Inc., Babson Value Fund,
Inc., Shadow Stock Fund, Inc., Babson-Stewart
Ivory International Fund, Inc., D.L. Babson
Bond Trust, Scout Stock Fund, Inc., Scout Bond
Fund, Inc., Scout Money Market Fund, Inc.,
Scout Tax-Free Money Market Fund, Inc., Scout
Regional Fund, Ink., Scout WorldWide Fund,
Inc., Scout Balanced Fund, Inc., Buffalo
Balanced Fund, Inc., Buffalo Equity Fund, Inc.,
Buffalo High Yield Fund, Inc., Buffalo USA
Global Fund, Inc.
Elizabeth L. Allwood, Vice President and
Assistant Secretary.
Assistant Vice President and Assistant
Secretary, Jones & Babson, Inc. Vice President
and Assistant Secretary, D.L. Babson Money
Market Fund, Inc., D.L. Babson Tax-Free
Income Fund, Inc., Babson Enterprise Fund,
Inc., Babson Enterprise Fund II, Inc., Babson
Value Fund, Inc., Babson-Stewart Ivory
International Fund, Inc., D.L. Babson Bond
Trust, Scout Stock Fund, Inc., Scout Bond Fund,
Inc., Scout Money Market Fund, Inc., Scout
Tax-Free Money Market Fund, Inc., Scout
Regional Fund, Inc., Scout WorldWide Fund,
Inc., Scout Balanced Fund, Inc., Buffalo
Balanced Fund, Inc., Buffalo Equity Fund, Inc.,
Buffalo High Yield Fund, Inc., Buffalo USA
Global Fund, Inc.
Michael A. Brummel, Vice President,
Assistant Secretary and Assistant Treasurer.
Vice President, Jones & Babson, Inc., D.L.
Babson Money Market Fund, Inc., D.L. Babson
Tax-Free Income Fund, Inc., Babson Enterprise
Fund, Inc., Babson Enterprise Fund II, Inc.,
Babson Value Fund, Inc., Shadow Stock Fund,
Inc., Babson-Stewart Ivory International Fund,
Inc., D.L. Babson Bond Trust, Scout Stock
Fund, Inc., Scout Bond Fund, Inc., Scout Money
Market Fund, Inc., Scout Tax-Free Money
Market Fund, Inc., Scout Regional Fund, Inc.,
Scout WorldWide Fund, Inc., Scout Balanced
Fund, Inc.,Buffalo Balanced Fund, Inc., Buffalo
Equity Fund, Inc., Buffalo High Yield Fund,
Inc., Buffalo USA Global Fund, Inc.
Martin A. Cramer, Vice President and
Secretary.
Vice President and Secretary, Jones & Babson,
Inc., D.L. Babson Money Market Fund, Inc.,
D.L. Babson Tax-Free Income Fund, Inc.,
Babson Enterprise Fund, Inc., Babson
Enterprise Fund II, Inc., Babson Value Fund,
Inc., Shadow Stock Fund, Inc., Babson-Stewart
Ivory International Fund, Inc., D. L. Babson
Bond Trust, Scout Stock Fund, Inc., Scout Bond
Fund, Inc., Scout Money Market Fund, Inc.,
Scout Tax-Free Money Market Fund, Inc., Scout
Regional Fund, Inc., Scout WorldWide Fund,
Inc., Scout Balanced Fund, Inc., Buffalo
Balanced Fund, Inc., Buffalo Equity Fund, Inc.,
7
<PAGE>
Buffalo High Yield Fund, Inc., Buffalo USA
Global Fund, Inc.
James B. Gribbell, Vice President-Portfolio.
Vice President, David L. Babson & Co.
Inc., One Memorial Drive, Cambridge,
Massachusetts 02142.
Constance E. Martin, Vice President.
Assistant Vice President, Jones & Babson, Inc.
Vice President, D.L. Babson Money Market
Fund, Inc., D.L. Babson Tax-Free Income Fund,
Inc., Babson Enterprise Fund, Inc., Babson
Enterprise Fund II, Inc., Babson Value Fund,
Inc., Babson-Stewart Ivory International Fund,
Inc., D.L. Babson Bond Trust, Scout Stock
Fund, Inc., Scout Bond Fund, Inc., Scout Money
Market Fund, Inc., Scout Tax-Free Money
Market Fund, Inc., Scout Regional Fund, Inc.,
Scout WorldWide Fund, Inc., Scout Balanced
Fund, Inc., Buffalo Balanced Fund, Inc., Buffalo
Equity Fund, Inc., Buffalo High Yield Fund,
Inc., Buffalo USA Global Fund, Inc.
Remuneration of Officers and Directors.
None of the officers or directors will be
remunerated by the Fund for their normal duties
and services. Their compensation and expenses
arising out of normal operations will be paid by
Jones & Babson, Inc. under the provisions of the
Management Agreement.
<TABLE>
<CAPTION>
COMPENSATION TABLE
Pension or Estimated Total
Aggregate Retirement Annual Compensation
Name of Compensation Benefits Accrued Benefits From All Babson
Director From each As Part of Fund Upon Funds Paid to
Fund Expenses Retirement Directors**
______________ ____________ ________________ __________ _____________
</CAPTION>
<S> <C> <C> <C> <C>
Larry D. Armel* -- -- -- --
Francis C. Rood $7,250 -- -- $7,250
William H. Russell $7,250 -- -- $7,500
H. David Rybolt $7,250 -- -- $7,250
</TABLE>
______________ ____________ ________________ ___________ _____________
* As an "interested director," Mr. Armel received no compensation for
his services as a director.
** The amounts reported in this column reflect the total compensation
paid to each director for his services as a director of nine Babson
Funds during the fiscal year ended June 30, 1996. Directors fees are
paid by the Funds' manager and not by the Funds themselves.
Messrs. Rood, Russell and Rybolt have no
financial interest in, nor are they affiliated with,
either Jones & Babson, Inc. or David L. Babson
& Co. Inc.
The Audit Committee of the Board of
Directors is composed of Messrs. Rood, Russell
and Rybolt.
The Officers and Directors of the Fund as a
group own less than 1% of the Fund.
The Fund will not hold annual meetings
except as required by the Investment Company
Act of 1940 and other applicable laws. The
Fund is a Maryland corporation. Under
Maryland law, a special meeting of stockholders
of the Fund must be held if the Fund receives
the written request for a meeting from the
stockholders entitled to cast at least 25 percent
of all the votes entitled to be cast at the meeting.
The Fund has undertaken that its Directors will
call a meeting of stockholders if such a meeting
is requested in writing by the holders of not less
than 10% of the outstanding shares of the Fund.
To the extent required by the undertaking, the
Fund will assist shareholder communications in
such matters.
CUSTODIAN
The Fund's assets are held for safekeeping by
an independent custodian, UMB Bank, n.a. This
means the bank, rather than the Fund, has
possession of the Fund's cash and securities. The
custodian bank is not responsible for the Fund's
investment management or administration. But,
as directed by the Fund's officers, it delivers
cash to those who have sold securities to the
Fund in return for such securities, and to those
8
<PAGE>
who have purchased portfolio securities from the
Fund, it delivers such securities in return for
their cash purchase price. It also collects income
directly from issuers of securities owned by the
Fund and holds this for payment to shareholders
after deduction of the Fund's expenses. The
custodian is compensated for its services by the
manager. There is no charge to the Fund.
INDEPENDENT PUBLIC
ACCOUNTANTS
The Fund's financial statements are examined
annually by independent public accountants
approved by the directors each year, and in years
in which an annual meeting is held the directors
may submit their selection of independent
auditors to the shareholders for ratification.
Arthur Andersen LLP, P.O. Box 13406, Kansas
City, Missouri 64199, is the Fund's present
independent public accountant.
Reports to shareholders will be published at
least semiannually.
OTHER JONES & BABSON FUNDS
The Fund is one of nine no-load funds
comprising the Babson Mutual Fund Group
managed by Jones & Babson, Inc. in association
with its investment counsel, David L. Babson &
Co. Inc. The other funds are:
EQUITY FUNDS
BABSON ENTERPRISE FUND, INC. was
organized in 1983, with the objective of long-
term growth of capital by investing in a
diversified portfolio of common stocks of
smaller, faster-growing companies with
market capital of $15 million to $300 million
at the time of purchase. This Fund is intended
to be an investment vehicle for that part of an
investor's capital which can appropriately be
exposed to above-average risk in anticipation
of greater rewards. This Fund is currently
closed to new shareholders.
BABSON ENTERPRISE FUND II, INC.
was organized in 1991, with the objective of
long-term growth of capital by investing in a
diversified portfolio of common stocks of
smaller, faster-growing companies which at
the time of purchase are considered by the
Investment Adviser to be realistically valued
in the smaller company sector of the market.
This Fund is intended to be an investment
vehicle for that part of an investor's capital
which can appropriately be exposed to above-
average risk in anticipation of greater
rewards.
BABSON VALUE FUND, INC. was
organized in 1984, with the objective of long-
term growth of capital and income by
investing in a diversified portfolio of common
stocks which are considered to be undervalued
in relation to earnings, dividends and/or
assets.
SHADOW STOCK FUND, INC. was
organized in 1987, with the objective of long-
term growth of capital that can be exposed to
above-average risk in anticipation of greater-
than-average rewards. The Fund expects to
reach its objective by investing in small
company stocks called "Shadow Stocks," i.e.,
stocks that combine the characteristics of
"small stocks" (as ranked by market
capitalization) and "neglected stocks" (least
held by institutions and least covered by
analysts).
BABSON-STEWART IVORY INTERNA-
TIONAL FUND, INC. was organized in
1987, with the objective of seeking a favorable
total return (from market appreciation and
income) by investing primarily in a diversified
portfolio of equity securities (common stocks
and securities convertible into common
stocks) of established companies whose
primary business is carried on outside the
United States.
FIXED INCOME FUNDS
D.L. BABSON BOND TRUST was
organized in 1944, and has been managed by
Jones & Babson, Inc. since 1972, with the
objective of a high level of current income and
reasonable stability of principal. It offers two
portfolios Portfolio L and Portfolio S.
D. L. BABSON MONEY MARKET FUND,
INC. was organized in 1979, to provide
investors the opportunity to manage their
9
<PAGE>
money over the short term by investing in
high-quality short-term debt instruments for
the purpose of maximizing income to the
extent consistent with safety of principal and
maintenance of liquidity. It offers two
portfolios - Prime and Federal. Money market
funds are neither insured nor guaranteed by
the U.S. Government and there is no
assurance that the funds will maintain a stable
net asset value.
D. L. BABSON TAX-FREE INCOME
FUND, INC. was organized in 1979, to
provide shareholders the highest level of
regular income exempt from federal income
taxes consistent with investing in quality
municipal securities. It offers three separate
high-quality portfolios (including a money
market portfolio) which vary as to average
length of maturity. Income from the Tax-Free
Money Market portfolio may be subject to
state and local taxes, as well as the
Alternative Minimum Tax.
BUFFALO FUNDS
Jones & Babson also sponsors and manages
the Buffalo Group of Mutual Funds. They are:
BUFFALO BALANCED FUND, INC. was
organized in 1994, with the objective of long-
term capital growth and high current income
through investing in common stocks and
secondarily by investing in convertible bonds,
preferred stocks and convertible preferred
stocks.
BUFFALO EQUITY FUND, INC. was
organized in 1994, with the objective of long-
term capital appreciation to be achieved
primarily by investment in common stocks.
Realization of dividend income is a secondary
consideration.
BUFFALO HIGH YIELD FUND, INC. was
organized in 1994, with the objective of a
high level of current income and secondarily,
capital growth by investing primarily in high-
yielding fixed income securities.
BUFFALO USA GLOBAL FUND, INC.
was organized in 1994, with the objective of
capital growth by investing in common stocks
of companies based in the United States that
receive greater than 40% of their revenues or
pre-tax income from international operations.
A prospectus for any of the Funds may be
obtained from Jones & Babson, Inc., 2440
Pershing Road, Suite G-15, Kansas City,
Missouri 64108.
Jones & Babson, Inc. also sponsors seven
mutual funds which especially seek to provide
services to customers of affiliate banks of UMB
Financial Corporation. They are Scout Stock
Fund, Inc., Scout Bond Fund, Inc., Scout Money
Market Fund, Inc., Scout Tax-Free Money
Market Fund, Inc., Scout Regional Fund, Inc.,
Scout WorldWide Fund, Inc. and Scout
Balanced Fund, Inc.
FINANCIAL STATEMENTS
The audited financial statements of the Fund
which are contained in the June 30, 1996,
Annual Report to Shareholders, are incorporated
herein by reference.
10
<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS.
Herewith are all financial statements and exhibits filed as
a part of this registration statement:
(a) Financial Statements:
Included in Part A - Prospectus:
Per Share Capital and Income Changes
Included in Part B - Statement of Additional
Information:
The audited financial statements contained in the
most recent Annual Report to Shareholders of David
L. Babson Growth Fund, Inc., are incorporated by
reference into Part B. of this Registration
Statement.
Included in Part C - Other Information:
Consents of Independent Public Accountants Arthur
Andersen & Co.
(b) *(1) Registrant's Articles of Incorporation.
*(2) Registrant's Bylaws.
(3) Not applicable, because there is no voting
trust agreement.
*(4) Specimen copy of each security to be issued by
the registrant.
*(5) (a) Form of Management Agreement between
Jones & Babson, Inc. and the Registrant.
(b) Form of Investment Counsel Agreement
between Jones & Babson, Inc. and David L.
Babson & Co. Inc.
*(6) Form of principal Underwriting Agreement
between Jones & Babson, Inc. and the
Registrant.
(7) Not applicable, because there are no pension,
bonus or other agreements for the benefit of
directors and officers.
*(8) Form of Custodian Agreement between Registrant
and United Missouri Bank of Kansas City, N. A.
(9) There are no other material contracts not made
in the ordinary course of business between the
Registrant and others.
(10) Opinion and consent of counsel as to the
legality of the registrant's securities being
registered. (To be supplied annually pursuant
to Rule 24f-2 of the Investment Company Act of
1940.)
*(11) The consent of Arthur Andersen & Co.,
Independent Public Accountants.
(12) Not applicable.
*(13) Letter from contributors of initial capital to
the Registrant that purchase was made for
investment purposes without any present
intention of redeeming or selling.
*(14) Copies of the model plan used in the establishment
of any retirement plan in conjunction with which
Registrant offers its securities.
(15) Not applicable.
*(16) Schedule for computation of performance
quotations.
*(17) Copies of Powers of Attorney pursuant to Rule
402(c).
*Previously filed and incorporated herein by reference.
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL OF THE
REGISTRANT.
NONE
Item 26. NUMBER OF HOLDERS OF SECURITIES.
The number of record holders of each class of securities of
the Registrant as of October 18, 1996, is as follows:
(1) (2)
Title of class Number of Record Holders
Common Stock $1.00 par value 8,317
Item 27. INDEMNIFICATION.
Under the terms of the Maryland General Corporation Law and
the company's By-laws, the company shall indemnify any
person who was or is a director, officer, or employee of the
company to the maximum extent permitted by the Maryland
General Corporation Law; provided however, that any such
indemnification (unless ordered by a court) shall be made by
the company only as authorized in the specific case upon a
determination that indemnification of such persons is proper
in the circumstances. Such determination shall be made
(i) by the Board of Directors by a majority vote of a
quorum which consists of the directors who are neither
"interested persons" of the company as defined in
Section 2(a)(19) of the 1940 Act, nor parties to the
proceedings, or
(ii) if the required quorum is not obtainable or if a quorum
of such directors so directs, by independent legal
counsel in a written opinion.
No indemnification will be provided by the company to any
director or officer of the company for any liability to the
company or shareholders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of duty.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR.
The principal business of Jones & Babson, Inc. is the
management of the Babson family of mutual funds. It also
has expertise in the tax and pension plan field. It
supervises a number of prototype and profit-sharing plan
programs sponsored by various organizations eligible to be
prototype plan sponsors.
The principal business of David L. Babson & Co., Inc. is to
provide investment counsel and advice to a wide variety of
clients. It supervises assets in excess of $3,000,000,000.
Item 29. PRINCIPAL UNDERWRITERS.
(a) Jones & Babson, Inc., the only principal underwriter of
the Registrant, also acts as principal underwriter for
the Babson Enterprise Fund, Inc., Babson Value Fund,
Inc., D.L. Babson Money Market Fund, Inc., D.L. Babson
Tax-Free Income Fund, Inc., D.L. Babson Bond Trust,
Shadow Stock Fund, Inc., Babson-Stewart Ivory
International Fund, Inc., UMB Stock Fund, Inc., UMB
Bond Fund, Inc., UMB Money Market Fund, Inc. and UMB
Tax-Free Money Market Fund, Inc.
(b) Herewith is the information required by the following
table with respect to each director, officer or partner
of the only underwriter named in answer to Item 21 of
Part B:
Name and Principal Position and Offices Positions and Offices
Business Address with Underwriter with Registrant
Stephen S. Soden Chairman and Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141
Larry D. Armel President and Director President and
2440 Pershing Road, G-15 Director
Kansas City, MO 64108
Giorgio Balzer Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141
Robert T. Rakich Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141
Edward S. Ritter Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141
Robert N. Sawyer Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141
Vernon W. Voorhees Director None
BMA Tower
One Penn Valley Park
Kansas City, MO 64141
P. Bradley Adams Vice President Vice President
2440 Pershing Road, G-15 and Treasurer and Treasurer
Kanasas City, Missouri 64108
Michael A. Brummel Vice President Vice President
2440 Pershing Road, G-15
Kanasas City, Missouri 64108
Martin A. Cramer Vice President Vice President
2440 Pershing Road, G-15 and Secretary and Secretary
Kanasas City, Missouri 64108
Elizabeth L. Allwood Asst. Vice President Vice President
2440 Pershing Road, G-15 & Asst. Secretary & Asst. Secretary
Kanasas City, Missouri 64108
Constance E. Martin Asst. Vice President Vice President
2440 Pershing Road, G-15
Kanasas City, Missouri 64108
(c) The principal underwriter does not receive any
remuneration or compansation for the duties or services
rendered to the Registrant pursuant to the principal
underwriting Agreement.
Item 30. LOCATION OF ACCOUNTS AND RECORDS.
Each account, book or otherdocument required to be
maintained by Section 31(a) of the 1940 Act and the Rules
(17 CFR 270.31a-1 to 31a-3) promulgated thereunder is in the
physical possession of Jones & Babson, Inc., at Three Crown
Center, 2440 Pershing Road, G-15, Kansas City, Missouri
64108.
Item 31. MANAGEMENT SERVICES.
All management services are covered in the management
agreement between the Registrant and Jones & Babson, Inc.,
which are discussed in Parts A and B.
Item 32. DISTRIBUTION EXPENSES.
Not applicable.
Item 33. UNDERTAKINGS.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that
it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this amendment to its
registration statement to be signed on its behalf by the
undersigned, thereunto authorized, in the City of Kansas City,
and State of Missouri on the 18th day of October, 1996.
DAVID L. BABSON GROWTH FUND, INC.
(Registrant)
By Larry D. Armel
(Larry D. Armel, President)
Pursuant to the requirements of the Securities Act of 1933,
this Post-effective Amendment #74 to the Registration Statement
has been signed below by the following persons in the capacities
and on the date indicated.
Larry D. Armel President, Principal October 18, 1996
Larry D. Armel Executive Officer, and
Director
H. David Rybolt Director October 18, 1996
H. David Rybolt*
William H. Russell Director October 18, 1996
William H. Russell*
Francis C. Rood Director October 18, 1996
Francis C. Rood*
P. Bradley Adams Treasurer and Principal October 18, 1996
P. Bradley Adams Financial and Accounting Officer
*Signed pursuant to Power of Attorney
By Larry D. Armel
Attorney-in-Fact
REPRESENTATIONS OF COUNSEL
I assisted in the preparation of this Post Effective Amendment to
the Fund's Registration Statement filed under the Securities Act
of 1933 and the Amendment to the Fund's Registration Statement
filed under the Investment Company Act of 1940. Based on my
review it is my opinion that this amendment does not contain
disclosures which would render it ineligible to become effective
pursuant to paragraph (b) of Rule 485 under the Securities Act of
1933.
John G. Dyer Attorney October 18, 1996
John G. Dyer
<PAGE>
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated July 26, 1996, included in the David L. Babson
Growth Fund, Inc.'s Annual Report for the year ended June 30, 1996 (and all
references to our Firm) included in or made a part of this Post-effective
Amendment No. 74 to the Registration Statement File No. 2-79132 under the
Securities Act of 1933 and Amendment No. 75 to the Registration Statement
File No. 811-3558 under the Investment Company Act of 1940 on Form N-1A.
ARTHUR ANDERSEN LLP
Kansas City, Missouri,
October 11, 1996
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