<PAGE> 1
PROSPECTUS
AMERICAN HERITAGE GROWTH FUND, INC. LOGO
------------------------
A NO-LOAD MUTUAL FUND
A DIVERSIFIED, OPEN-END MANAGEMENT INVESTMENT COMPANY
HAVING AN INVESTMENT OBJECTIVE OF SEEKING GROWTH OF CAPITAL
------------------------
1370 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 397-3900
(800) 828-5050
------------------------
AMERICAN HERITAGE GROWTH FUND, INC. (the "Fund") is a no-load mutual fund.
The Fund is designed for investors who desire to participate in a carefully
supervised program of seeking growth of capital. The Fund will seek growth of
capital by investing primarily in common stocks and securities convertible into
or exchangeable for common stocks. Although the Fund intends to invest primarily
in securities issued by companies with medium and large market capitalizations,
the Fund has and intends to continue to invest in securities issued by small and
virtually unknown companies, including companies that have never earned a
profit.
This Prospectus sets forth concisely the information about the Fund that a
prospective investor ought to know before investing. A Statement of Additional
Information dated May 31, 1996, containing additional information about the Fund
has been filed with the Securities and Exchange Commission and is available upon
request, without charge, by writing to the Fund at the address set forth above
or by calling the Fund at either of the above telephone numbers. The Statement
of Additional Information is incorporated by reference into the Prospectus.
THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS MAY 31, 1996
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
<S> <C>
Expense Summary......................... 2
Highlights.............................. 3
The Fund's Investment Objective,
Policies and Risk Factors............. 5
Investment Restrictions................. 8
Management.............................. 9
Determination of Net Asset Value........ 10
<CAPTION>
PAGE NO.
<S> <C>
How to Become an Investor in the Fund... 11
How to Redeem Shares.................... 11
Distribution of Income Dividends
and Realized Capital Gains............ 12
Total Return............................ 12
Shareholder Services.................... 13
Additional Facts........................ 14
</TABLE>
EXPENSE SUMMARY
This table is designed to illustrate the various fees and expenses that
you, as an investor in the Fund, will incur.
<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Sales load imposed on purchases......... None
Sales load imposed on reinvested
dividends............................. None
Deferred sales load..................... None
Redemption fees......................... None
Exchange Fee............................ None
ANNUAL FUND OPERATING EXPENSES
(As a percentage of Average Net Assets)
Management fees......................... 1.25%*
12b-1 fees.............................. None
Other expenses before expense
reimbursements........................ 2.69%
Other expenses after expense
reimbursements........................ 1.37%
Total Fund operating expenses........... 2.62%
</TABLE>
* The fee, with respect to average net assets in excess of $100 million, will be
1% thereof.
EXAMPLE
The following example illustrates the expenses that you would pay on a
$1,000 investment assuming (1) a 5% annual return and (2) redemption at the end
of each time period. Since the Fund charges no redemption fees of any kind, the
expenses would be the same if no redemption was made.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C>
$ 28 $84 $ 144 $305
</TABLE>
The purpose of the table is to assist an investor in understanding the various
costs and expenses that an investor in the Fund will bear, whether directly or
indirectly. THE EXAMPLES ARE ESTIMATED AS SET FORTH IN THE NOTE TO THE PREVIOUS
TABLE AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES.
ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN.
In accordance with the California Code of Regulations, the Fund's
investment advisor, American Heritage Management Corporation ("AHMC"), has
agreed to decrease the investment advisory fee or, if necessary, to reimburse
the Fund if and to the extent that the Fund's aggregate annual operating
expenses exceed specified percentages of the Fund's net assets. The percentages
are 2.5% of the first $30 million, 2% of the next $70 million and 1.5% of
average net assets in excess of $100 million. When calculating the Fund's
expenses for the foregoing purpose, interest, taxes, brokerage commissions,
extraordinary expenses, including expenses of litigation, as well as a portion
of the Fund's custodian fees attributable to investments in foreign countries
are excluded.
Certain expenses of the Fund aggregating approximately $15,000 have been
paid by AHMC. AHMC has agreed to permit the Fund to defer repayment of that
amount to AHMC until such time, if any, as the value of the Fund's net assets
reaches $30 million. In addition, certain creditors of the Fund, including AHMC,
have agreed to defer payment to them of an aggregate of approximately $70,000
until such time. If the value of the Fund's net assets reaches $30 million, the
Fund will pay the foregoing amounts at that time. In such event, for purposes of
computing the Fund's net asset value, the amount so paid will be amortized over
a period of twelve months. On May 10, 1996, the value of the Fund's net assets
was approximately $4,700,000.
2
<PAGE> 3
HIGHLIGHTS
INVESTMENT
OBJECTIVE The investment objective of the Fund is to seek growth of
capital. Income from the Fund's investment portfolio will be
only an incidental consideration and entirely subordinate to
the Fund's investment objective. The Fund is a diversified
investment company. See "The Fund's Investment Objective,
Policies and Risk Factors."
NO SALES
CHARGE No sales charge or load will be deducted from the amount
invested. Accordingly, the Fund is a "no load" Fund. See "How
to Become an Investor in the Fund."
MINIMUM
INVESTMENTS The minimum initial investment is $1,000. Subsequent
investments may be made, at the option of the investor, in
amounts of $500 or more. Shareholders may open additional
accounts (e.g. custodian accounts, IRA accounts, and Keogh
accounts) with a minimum investment of $500.
LIQUIDITY The Fund provides day-to-day liquidity. Investors have the
right to redeem their shares at the net asset value next
determined after receipt of a duly made request. There is no
redemption fee. See "How to Redeem Shares."
RISK FACTORS The Fund may utilize the investment techniques of short-term
trading, the purchase of foreign securities and the purchase
of securities issued by companies with small or thin market
capitalizations. These techniques involve greater than normal
risk and attainment of the Fund's investment objective
cannot, of course, be assured. See "The Fund's Investment
Objective, Policies and Risk Factors."
DIVERSIFICATION The Fund is a diversified investment company and will,
therefore, spread investment risk by limiting its holdings in
any one company. See "Investment Restrictions."
INVESTMENT
ADVISOR American Heritage Management Corporation is the Fund's
Investment Advisor. The primary business of the Investment
Advisor is to provide investment advice to the Fund and to
The American Heritage Fund, Inc. The Fund pays the Investment
Advisor a fee which, on an annual basis, amounts to one and
one-quarter percent (1.25%) of the first $100 million of the
value of average daily net assets of the Fund and one percent
(1%) of the value of any additional net assets. See
"Management."
CAPITAL STOCK This Prospectus relates to an offer for sale of shares of
capital stock, $.001 par value.
RETIREMENT
PLANS The Fund offers a prototype Individual Retirement Plan (IRA),
as well as a prototype Self-Employed Retirement Plan (KEOGH).
See "Shareholder Services."
3
<PAGE> 4
FINANCIAL HIGHLIGHTS AND RELATED RATIOS/SUPPLEMENTAL DATA
The Fund's financial highlights and related ratios/supplemental data are
reflected in the following table. Items 1 through 7 are expressed on a per share
basis for a share outstanding throughout the period. The information was derived
from financial statements which have been examined by Landsburg Platt
Raschiatore & Dalton, independent certified public accountants.
<TABLE>
<CAPTION>
FOR THE
YEAR ENDED FOR THE PERIOD
JANUARY FROM MAY 25, 1994**
31, THROUGH JANUARY 31,
1996 1995
---------- -------------------
<S> <C> <C> <C>
1. Net asset value, beginning of period $ 3.57 $ 5.00
Income from investment operations
2. Net investment income 1.51 2.17
Net gains or (losses) on securities (both realized and
3. unrealized) (.69) (1.24)
---------- -------------------
4. Total from invest operations .82 .93
Less distributions
5. Dividends (from net investment income) (2.73) (2.36)
6. Distributions (from capital gains) -- --
---------- -------------------
7. Net asset value, end of period $ 1.66 $ 3.57
=========== ===================
Total return 29.48% 30.42%*
Net assets, end of period $4,932,970 $ 3,898,560
Ratio of expenses to average net assets (1) 2.62% 2.50%*
Ratio of net investment income to average net assets 44.46% 63.52%*
Portfolio turnover rate 4,262.64% 3,213.89%
Average commission rate paid .0388
</TABLE>
(1) If expense reimbursement from the investment advisor had not been in effect
the ratio of expenses to average net assets would have been 3.94% for the
year ended January 31, 1996 and 4.35% for the period ended January 31, 1995.
* Annualized
** Commencement of operations
SENIOR SECURITIES
The following table provides certain information with respect to senior
securities (including bank loans) of the Fund during each of the fiscal years
ended January 31, 1995 and 1996.
<TABLE>
<CAPTION>
AMOUNT OF DEBT AVERAGE AMOUNT OF AVERAGE NUMBER OF AVERAGE AMOUNT OF
OUTSTANDING AT DEBT OUTSTANDING SHARES OUTSTANDING DEBT PER SHARE
FISCAL YEAR END OF FISCAL YEAR DURING FISCAL YEAR DURING THE FISCAL YEAR DURING THE FISCAL YEAR
- ----------- ------------------ ------------------ ---------------------- ----------------------
<S> <C> <C> <C> <C>
1995 0 $ 27,756 388,217 $.0715
1996 $1,035,656 $105,159 1,399,457 $.0751
</TABLE>
4
<PAGE> 5
THE FUND'S INVESTMENT OBJECTIVE, POLICIES AND RISK FACTORS
INVESTMENT OBJECTIVE
The investment objective of the Fund is to seek growth of capital. Income
from the Fund's investment portfolio will be only an incidental consideration
entirely subordinate to the capital growth objective. It is important that the
Fund's objective match the investor's objective. There can be no assurance that
the Fund will, in fact, achieve its objective. The investment objective of the
Fund cannot be changed without shareholder approval. The value of a
shareholder's share on redemption may be more or less than the shareholder's
cost depending upon the net asset value at the time.
RISK FACTORS
The Fund may seek to obtain its investment objective through the use of
certain investment techniques which may entail greater than average risks. For
example, the Fund may engage in short-term trading in order to take advantage of
market fluctuations and the Fund may invest in foreign securities. The Fund may
purchase speculative securities issued by companies that have never earned a
profit, do not pay dividends or which are not traded on a national securities
exchange. Such companies are often extremely thinly capitalized and the Fund
bears the risk of a total loss of its investment in such companies. The Fund's
techniques may also include entering into transactions involving derivative
securities such as writing covered options. The Fund's investment techniques can
be expected to result in greater turnover of the Fund's portfolio and greater
expense than is customary for most mutual funds. The Fund anticipates that its
annual portfolio turnover rate will be 150% or more. During the fiscal year
ended January 31, 1996, the Fund's portfolio turnover rate was approximately
4,263%. The high rate of portfolio turnover was primarily due to Management's
decision to aggressively trade a portion of the Fund's portfolio on a short term
basis. Management believes that the Fund's annual portfolio turnover rate will,
in the foreseeable future, not generally exceed 600%. It is difficult, however,
to predict the maximum rate with any certainty. A high rate of portfolio
turnover can be expected to result in the payment of a high volume of brokerage
commissions and the recognition of capital gains and losses. To the extent that
the Fund distributes short-term capital gains, such distributions will be
taxable as dividends to the investor upon declaration.
An investment in the Fund is not guaranteed by any bank or governmental
agency.
The Fund has and may continue to purchase securities on or shortly prior to
their respective ex-dividend dates and to dispose of such securities soon
thereafter. Such practice can increase the amount of taxable income of
shareholders while decreasing the Fund's total return.
See "Management" and "Distribution of Income Dividends and Realized Capital
Gains" in this Prospectus and "Brokerage Allocation and Other Practices" and
"Investments in Securities of Thinly Capitalized Companies" in the Fund's
Statement of Additional Information.
INVESTMENT POLICIES
Under normal circumstances, more than 80% of the Fund's investments, other
than cash and cash equivalents, will consist of common stocks and securities
convertible into or exchangeable for common stocks such as convertible preferred
stocks and convertible debt securities. The Fund intends to invest primarily in
securities issued by companies with medium and large market capitalizations. To
a limited degree, the Fund
5
<PAGE> 6
may invest in non-convertible preferred stocks and debt securities, such as
corporate bonds and debentures and securities issued by the United States
Government and its instrumentalities, when they are believed to offer
opportunities for growth of capital or are desirable in the light of prevailing
market or economic conditions. Any such debt securities so purchased by the Fund
may be either "investment grade" or speculative. Debt securities in the lowest
category of investment grade debt may have speculative characteristics and
changes in economic conditions or other circumstances are more likely to lead to
a weakened capacity to make principal and interest payments than is the case
with higher grade debt securities. Speculative debt securities may include
obligations of issuers that are in default or in bankruptcy when Management
believes that the prospect of capital appreciation outweighs the risk of
investment therein. Naturally, the risk attendant to the investment in such
securities, as well as other debt securities, can be substantial inasmuch as the
value thereof is based upon the ability of the issuer to make all required
payments of interest and principal. Generally, debt securities which are
believed to offer opportunities for growth of capital, including securities
referred to as "junk bonds", may be purchased by the Fund when Management
believes (a) interest rates will decline and, therefore, the value of the debt
securities will increase, or (b) the market value thereof is likely to
appreciate due to factors affecting specific issuers. The Fund does not intend
to purchase any debt securities which are not investment grade, if as a result
of such purchase, more than five percent of the value of the Fund's net assets
will be represented by such securities.
When Management believes that a temporary defensive position is desirable,
the Fund may invest in debt securities, including securities of the United
States Government and its instrumentalities, or retain cash or cash equivalents,
all without limitation. Temporary defensive positions may be desirable during
times of generally falling prices of equity securities or during times when
Management believes that falling prices will shortly occur. Debt securities and
cash equivalents may include short-term commercial paper, certificates of
deposit, time deposits and repurchase agreements. The Fund will not acquire time
deposits if (a) at the time of such acquisition more than 10% of the value of
the Fund's net assets will be invested in such time deposits, or (b) the time
deposits cannot be liquidated within seven days.
The Fund may invest up to 25% of the value of its total assets at the time
of such investment in securities of companies engaged in a particular industry
if, in the judgment of the Fund, securities of companies in that industry afford
better than average prospects for growth.
Because the Fund is a diversified investment company, at least 75% of the
value of the Fund's total assets will be represented by cash and cash items,
Government securities and other securities limited in respect to any one issuer
to an amount not greater in value than 5% of the value of the Fund's total
assets and to not more than 10% of the outstanding voting securities of any one
issuer. The foregoing limitations will be applied solely at the time of the
purchase of a particular security.
WRITING COVERED CALL OPTIONS
The Fund may write covered call options without limitation. A call option
permits the holder thereof to purchase the securities of an issuer at a
predetermined price. A call option is considered to be "covered" if, at the time
the option is written, the Fund owns the securities (or securities convertible
into the securities without additional consideration) against which the call
option is written and will continue to own such securities during the time that
the Fund is obligated under the option. The Fund anticipates that most of the
options written by it will be for a duration of not more than nine months.
Through the receipt of the option premium, the Fund may mitigate the effect of a
price decline. Because the Fund must be prepared to deliver the securities which
are the subject of the call option at a predetermined price even if their value
has
6
<PAGE> 7
increased, the Fund will relinquish some ability to participate in price
increases in those securities. The Fund will not purchase call or put options
written by others.
REPURCHASE AGREEMENTS
The Fund may enter into repurchase agreements as a money market alternative
with respect to its otherwise uninvested cash. There is no limitation on the
amount of repurchase agreements which may be entered into by the Fund. In
connection with a repurchase agreement, the Fund will acquire a security and
simultaneously agree to resell it at a higher price. A repurchase agreement,
therefore, involves a loan by the Fund to the seller who agrees to pay the
resale price to the Fund, which loan is collateralized by the value of the
underlying security. Delays or losses could result if the other party to the
repurchase agreement defaults or becomes insolvent. All repurchase agreements
entered into by the Fund will be fully collateralized by securities issued by
the United States Government.
FOREIGN SECURITIES
The Fund may purchase securities issued by companies organized in foreign
countries, provided that, as a result of any such purchase, not more than 35% of
the value of the Fund's total assets will be represented by such securities. The
Fund has not determined those countries, if any, in which such companies may be
organized. Such countries may have either developed or emerging markets.
Although the Fund intends to invest in foreign companies located in nations
which it considers to have relatively stable governments, there is the
possibility of expropriation, nationalization or confiscatory taxation, taxation
of income earned in a foreign country and other foreign taxes, foreign exchange
controls (which may include suspension of the ability to transfer currency from
a country), default in foreign government securities, political or social
instability or diplomatic developments which could adversely affect investments
in securities of foreign issuers. In addition, in many countries there is less
publicly available information about issuers than is generally available with
respect to domestic companies. In addition, foreign companies are not generally
subject to uniform accounting, auditing and financial reporting standards, and
auditing practices and requirements may not be comparable to those applicable to
domestic companies. In many foreign countries, there is less government
supervision and regulation of business and industry practices, stock exchanges,
brokers and listed companies than in the United States. Foreign securities
transactions may be subject to higher brokerage costs than domestic securities
transactions. In addition, the foreign securities markets of many of the
countries in which the Fund may invest may also be smaller, less liquid, and
subject to greater price volatility than those in the United States.
Transactions in foreign securities may involve greater time from the trade date
until settlement than for domestic securities transactions and involve the risk
of possible losses through holding of securities by custodian and securities
depositories in foreign countries. Changes in foreign exchange rates will affect
the value of those securities which are denominated or quoted in currencies
other than the U.S. dollar.
ILLIQUID SECURITIES
The Fund will not purchase any security which it believes illiquid at the
time of its purchase. Some securities may, however, become illiquid after their
purchase by the Fund. Illiquid securities may be difficult to sell at an
acceptable price.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION OF THE FUND'S PERFORMANCE
The Fund's total return for the fiscal year ended January 31, 1996 was
approximately 29.48%. During that period, market conditions were favorable for
equity investments. The Fund emphasized investments in the technology and
medical sectors. The Fund's performance was also significantly affected by the
Fund's short term trading activities and its investments in companies with
medium and large market capitalizations.
COMPARISON OF A $10,000 INVESTMENT
IN THE FUND TO THE SAME INVESTMENT IN THE S&P 500 INDEX
American Heritage Growth Fund S&P 500 Index
----------------------------- -------------
25-May-94 10000 10000.00
26-May-94 10000 10015.78
27-May-94 10000 10023.67
28-May-94 10000 10023.67
29-May-94 10000 10023.67
30-May-94 10000 10023.67
31-May-94 10000 10005.91
01-Jun-94 10000 10031.25
02-Jun-94 10000 10034.03
03-Jun-94 10000 10088.91
04-Jun-94 10000 10088.91
05-Jun-94 10000 10088.91
06-Jun-94 10000 10063.61
07-Jun-94 10000 10049.49
08-Jun-94 10000 10024.40
09-Jun-94 10000 10046.59
10-Jun-94 10000 10064.45
11-Jun-94 10000 10064.45
12-Jun-94 10000 10064.45
13-Jun-94 10000 10074.35
14-Jun-94 10000 10146.61
15-Jun-94 10100 10108.49
16-Jun-94 10100 10138.16
17-Jun-94 10100 10061.79
18-Jun-94 10100 10061.79
19-Jun-94 10100 10061.79
20-Jun-94 10100 9996.76
21-Jun-94 10100 9905.98
22-Jun-94 10100 9944.43
23-Jun-94 10100 9868.56
24-Jun-94 10100 9722.98
25-Jun-94 10100 9722.98
26-Jun-94 10100 9722.98
27-Jun-94 10100 9823.30
28-Jun-94 10100 9798.55
29-Jun-94 10100 9833.81
30-Jun-94 10100 9760.43
01-Jul-94 10100 9805.05
02-Jul-94 10100 9805.05
03-Jul-94 10100 9805.05
04-Jul-94 10100 9805.05
05-Jul-94 10100 9811.49
06-Jul-94 10100 9806.48
07-Jul-94 10120 9855.94
08-Jul-94 10140 9881.66
09-Jul-94 10140 9881.66
10-Jul-94 10140 9881.66
11-Jul-94 10160 9882.86
12-Jul-94 10160 9847.73
13-Jul-94 10160 9864.88
14-Jul-94 10180 9968.82
15-Jul-94 10220 9985.31
16-Jul-94 10220 9985.31
17-Jul-94 10220 9985.31
18-Jul-94 10200 10009.65
19-Jul-94 10160 9980.14
20-Jul-94 10140 9930.45
21-Jul-94 10200 9952.66
22-Jul-94 10480 9963.65
23-Jul-94 10480 9963.65
24-Jul-94 10480 9963.65
25-Jul-94 10480 9990.48
26-Jul-94 10600 9972.00
27-Jul-94 10640 9955.33
28-Jul-94 10660 9992.07
29-Jul-94 10720 10080.93
30-Jul-94 10720 10080.93
31-Jul-94 10720 10080.93
01-Aug-94 10720 10144.14
02-Aug-94 10720 10137.47
03-Aug-94 10720 10157.68
04-Aug-94 10680 10093.20
05-Aug-94 10700 10064.69
06-Aug-94 10700 10064.69
07-Aug-94 10700 10064.69
08-Aug-94 10720 10084.55
09-Aug-94 10740 10090.06
10-Aug-94 10780 10143.47
11-Aug-94 10740 10112.62
12-Aug-94 10780 10180.87
13-Aug-94 10780 10180.87
14-Aug-94 10780 10180.87
15-Aug-94 10760 10168.13
16-Aug-94 10740 10253.07
17-Aug-94 10720 10257.08
18-Aug-94 10680 10213.36
19-Aug-94 10700 10224.91
20-Aug-94 10700 10224.91
21-Aug-94 10700 10224.91
22-Aug-94 10680 10195.96
23-Aug-94 10800 10244.61
24-Aug-94 10900 10344.91
25-Aug-94 10900 10325.48
26-Aug-94 10960 10454.00
27-Aug-94 10960 10454.00
28-Aug-94 10960 10454.00
29-Aug-94 11000 10473.37
30-Aug-94 11020 10506.67
31-Aug-94 10960 10494.47
01-Sep-94 10960 10444.79
02-Sep-94 10940 10399.74
03-Sep-94 10940 10399.74
04-Sep-94 10940 10399.74
05-Sep-94 10940 10399.74
06-Sep-94 10980 10419.43
07-Sep-94 10980 10400.37
08-Sep-94 11020 10448.20
09-Sep-94 10960 10343.31
10-Sep-94 10960 10343.31
11-Sep-94 10960 10343.31
12-Sep-94 10960 10300.43
13-Sep-94 11060 10329.79
14-Sep-94 11080 10358.10
15-Sep-94 11180 10491.68
16-Sep-94 11200 10411.69
17-Sep-94 11200 10411.69
18-Sep-94 11200 10411.69
19-Sep-94 11180 10408.31
20-Sep-94 11200 10243.18
21-Sep-94 11200 10201.32
22-Sep-94 11200 10197.11
23-Sep-94 11220 10161.79
24-Sep-94 11220 10161.79
25-Sep-94 11220 10161.79
26-Sep-94 11180 10193.82
27-Sep-94 11260 10221.25
28-Sep-94 11420 10282.37
29-Sep-94 11380 10227.05
30-Sep-94 11400 10238.07
01-Oct-94 11400 10238.07
02-Oct-94 11400 10238.07
03-Oct-94 11360 10220.23
04-Oct-94 11260 10064.32
05-Oct-94 11220 10040.63
06-Oct-94 11160 10015.08
07-Oct-94 11200 10076.87
08-Oct-94 11200 10076.87
09-Oct-94 11200 10076.87
10-Oct-94 11240 10164.11
11-Oct-94 11320 10313.93
12-Oct-94 11340 10306.84
13-Oct-94 11380 10358.21
14-Oct-94 11420 10388.19
15-Oct-94 11420 10388.19
16-Oct-94 11420 10388.19
17-Oct-94 11440 10386.07
18-Oct-94 11420 10357.52
19-Oct-94 11460 10415.72
20-Oct-94 11440 10339.76
21-Oct-94 11420 10296.35
22-Oct-94 11420 10296.35
23-Oct-94 11420 10296.35
24-Oct-94 11380 10207.22
25-Oct-94 11360 10223.77
26-Oct-94 11400 10249.13
27-Oct-94 11440 10320.91
28-Oct-94 11500 10496.87
29-Oct-94 11500 10496.87
30-Oct-94 11500 10496.87
31-Oct-94 11440 10467.62
01-Nov-94 11440 10383.17
02-Nov-94 11600 10341.90
03-Nov-94 11600 10374.37
04-Nov-94 11580 10254.53
05-Nov-94 11580 10254.53
06-Nov-94 11580 10254.53
07-Nov-94 11560 10274.94
08-Nov-94 11560 10334.96
09-Nov-94 11560 10330.86
10-Nov-94 11540 10307.66
11-Nov-94 11560 10263.27
12-Nov-94 11560 10263.27
13-Nov-94 11560 10263.27
14-Nov-94 11520 10347.69
15-Nov-94 11520 10325.70
16-Nov-94 11520 10340.67
17-Nov-94 11500 10295.59
18-Nov-94 11540 10250.90
19-Nov-94 11540 10250.90
20-Nov-94 11540 10250.90
21-Nov-94 11600 10180.68
22-Nov-94 11600 9998.37
23-Nov-94 11600 9996.42
24-Nov-94 11600 9996.42
25-Nov-94 11600 10052.60
26-Nov-94 11600 10052.60
27-Nov-94 11600 10052.60
28-Nov-94 11580 10096.06
29-Nov-94 11620 10119.02
30-Nov-94 11560 10086.41
01-Dec-94 11540 9982.18
02-Dec-94 11560 10081.09
03-Dec-94 11560 10081.09
04-Dec-94 11560 10081.09
05-Dec-94 11560 10083.47
06-Dec-94 11560 10078.93
07-Dec-94 11560 10037.42
08-Dec-94 11560 9909.23
09-Dec-94 11560 9947.31
10-Dec-94 11560 9947.31
11-Dec-94 11560 9947.31
12-Dec-94 11560 10003.80
13-Dec-94 11540 10019.64
14-Dec-94 11520 10127.13
15-Dec-94 11520 10136.39
16-Dec-94 11522 10213.32
17-Dec-94 11522 10213.32
18-Dec-94 11522 10213.32
19-Dec-94 11522 10193.82
20-Dec-94 11522 10176.28
21-Dec-94 11522 10232.34
22-Dec-94 11489 10233.98
23-Dec-94 11590 10244.98
24-Dec-94 11590 10244.98
25-Dec-94 11590 10244.98
26-Dec-94 11590 10244.98
27-Dec-94 11590 10304.07
28-Dec-94 11556 10268.20
29-Dec-94 11522 10275.57
30-Dec-94 11624 10236.02
31-Dec-94 11624 10236.02
01-Jan-95 11624 10236.02
02-Jan-95 11624 10236.02
03-Jan-95 11624 10232.74
04-Jan-95 11624 10271.33
05-Jan-95 11624 10264.30
06-Jan-95 11590 10271.93
07-Jan-95 11590 10271.93
08-Jan-95 11590 10271.93
09-Jan-95 11658 10276.50
10-Jan-95 11590 10295.54
11-Jan-95 11658 10295.32
12-Jan-95 11692 10294.65
13-Jan-95 11726 10393.15
14-Jan-95 11726 10393.15
15-Jan-95 11726 10393.15
16-Jan-95 11726 10469.21
17-Jan-95 11726 10484.42
18-Jan-95 11726 10476.97
19-Jan-95 11692 10415.59
20-Jan-95 11692 10367.18
21-Jan-95 11692 10367.18
22-Jan-95 11692 10367.18
23-Jan-95 11760 10390.94
24-Jan-95 11726 10392.81
25-Jan-95 11726 10429.62
26-Jan-95 11726 10449.66
27-Jan-95 11929 10495.96
28-Jan-95 11929 10495.96
29-Jan-95 11929 10495.96
30-Jan-95 11963 10456.00
31-Jan-95 12099 10501.48
01-Feb-95 12099 10501.68
02-Feb-95 12200 10556.73
03-Feb-95 12268 10688.34
04-Feb-95 12268 10688.34
05-Feb-95 12268 10688.34
06-Feb-95 12302 10749.12
07-Feb-95 12302 10742.80
08-Feb-95 12268 10752.32
09-Feb-95 12268 10732.27
10-Feb-95 12234 10762.69
11-Feb-95 12234 10762.69
12-Feb-95 12234 10762.69
13-Feb-95 12234 10769.55
14-Feb-95 12166 10791.69
15-Feb-95 12132 10837.20
16-Feb-95 12200 10852.52
17-Feb-95 12166 10782.00
18-Feb-95 12166 10782.00
19-Feb-95 12166 10782.00
20-Feb-95 12166 10782.00
21-Feb-95 12132 10799.23
22-Feb-95 12099 10853.21
23-Feb-95 12132 10896.79
24-Feb-95 12132 10927.43
25-Feb-95 12132 10927.43
26-Feb-95 12132 10927.43
27-Feb-95 12099 10830.10
28-Feb-95 12132 10910.73
01-Mar-95 12065 10874.91
02-Mar-95 12099 10863.67
03-Mar-95 12099 10872.38
04-Mar-95 12099 10872.38
05-Mar-95 12099 10872.38
06-Mar-95 12065 10879.08
07-Mar-95 12065 10800.99
08-Mar-95 12031 10823.95
09-Mar-95 12065 10829.98
10-Mar-95 12099 10973.81
11-Mar-95 12099 10973.81
12-Mar-95 12099 10973.81
13-Mar-95 12132 10985.31
14-Mar-95 12132 11049.40
15-Mar-95 12166 11027.39
16-Mar-95 12200 11107.24
17-Mar-95 12200 11109.87
18-Mar-95 12200 11109.87
19-Mar-95 12200 11109.87
20-Mar-95 12166 11123.79
21-Mar-95 12200 11100.00
22-Mar-95 12200 11113.50
23-Mar-95 12234 11119.78
24-Mar-95 12302 11232.38
25-Mar-95 12302 11232.38
26-Mar-95 12302 11232.38
27-Mar-95 12336 11287.24
28-Mar-95 12370 11303.05
29-Mar-95 12268 11285.58
30-Mar-95 12268 11266.22
31-Mar-95 11963 11232.68
01-Apr-95 11963 11232.68
02-Apr-95 11963 11232.68
03-Apr-95 12065 11260.50
04-Apr-95 12166 11339.53
05-Apr-95 12166 11349.11
06-Apr-95 12268 11360.56
07-Apr-95 12268 11369.25
08-Apr-95 12268 11369.25
09-Apr-95 12268 11369.25
10-Apr-95 12336 11382.90
11-Apr-95 12302 11349.67
12-Apr-95 12268 11387.41
13-Apr-95 12234 11433.75
14-Apr-95 12234 11433.75
15-Apr-95 12234 11433.75
16-Apr-95 12234 11433.75
17-Apr-95 12166 11365.36
18-Apr-95 12166 11348.68
19-Apr-95 12099 11338.77
20-Apr-95 12132 11347.08
21-Apr-95 12166 11418.94
22-Apr-95 12166 11418.94
23-Apr-95 12166 11418.94
24-Apr-95 12166 11520.11
25-Apr-95 12234 11504.88
26-Apr-95 12166 11517.30
27-Apr-95 12234 11537.30
28-Apr-95 12302 11563.45
29-Apr-95 12302 11563.45
30-Apr-95 12302 11563.45
01-May-95 12302 11556.13
02-May-95 12370 11571.41
03-May-95 12505 11698.23
04-May-95 12505 11703.20
05-May-95 12437 11694.68
06-May-95 12437 11694.68
07-May-95 12437 11694.68
08-May-95 12505 11784.93
09-May-95 12641 11780.66
10-May-95 12607 11799.76
11-May-95 12607 11801.70
12-May-95 12607 11828.57
13-May-95 12607 11828.57
14-May-95 12607 11828.57
15-May-95 12573 11881.08
16-May-95 12573 11892.92
17-May-95 12539 11867.79
18-May-95 12404 11699.98
19-May-95 12404 11696.62
20-May-95 12404 11696.62
21-May-95 12404 11696.62
22-May-95 12471 11798.25
23-May-95 12471 11910.02
24-May-95 12471 11911.64
25-May-95 12505 11914.33
26-May-95 12336 11805.05
27-May-95 12336 11805.05
28-May-95 12336 11805.05
29-May-95 12336 11805.05
30-May-95 12234 11804.04
31-May-95 12404 12025.63
01-Jun-95 12437 12028.72
02-Jun-95 12437 12008.59
03-Jun-95 12437 12008.59
04-Jun-95 12437 12008.59
05-Jun-95 12471 12078.27
06-Jun-95 12437 12077.14
07-Jun-95 12404 12022.57
08-Jun-95 12404 12010.98
09-Jun-95 12437 11907.12
10-Jun-95 12437 11907.12
11-Jun-95 12437 11907.12
12-Jun-95 12471 11974.01
13-Jun-95 12573 12095.72
14-Jun-95 12471 12105.99
15-Jun-95 12539 12120.74
16-Jun-95 12573 12181.94
17-Jun-95 12573 12181.94
18-Jun-95 12573 12181.94
19-Jun-95 12675 12304.34
20-Jun-95 12607 12299.13
21-Jun-95 12675 12276.70
22-Jun-95 12844 12437.47
23-Jun-95 12878 12406.94
24-Jun-95 12878 12406.94
25-Jun-95 12878 12406.94
26-Jun-95 12742 12281.11
27-Jun-95 12675 12242.76
28-Jun-95 12607 12299.75
29-Jun-95 12776 12280.42
30-Jun-95 12776 12302.96
01-Jul-95 12776 12302.96
02-Jul-95 12776 12302.96
03-Jul-95 12810 12356.51
04-Jul-95 12810 12356.51
05-Jul-95 12946 12362.36
06-Jul-95 13047 12517.52
07-Jul-95 13386 12573.42
08-Jul-95 13386 12573.42
09-Jul-95 13386 12573.42
10-Jul-95 13386 12592.00
11-Jul-95 13352 12537.83
12-Jul-95 13624 12676.86
13-Jul-95 13793 12679.71
14-Jul-95 13759 12654.62
15-Jul-95 13759 12654.62
16-Jul-95 13759 12654.62
17-Jul-95 13759 12718.59
18-Jul-95 13556 12623.55
19-Jul-95 13183 12455.78
20-Jul-95 13319 12513.88
21-Jul-95 13285 12515.89
22-Jul-95 13285 12515.89
23-Jul-95 13285 12515.89
24-Jul-95 13793 12583.94
25-Jul-95 13759 12684.99
26-Jul-95 13861 12697.33
27-Jul-95 14064 12780.94
28-Jul-95 14064 12729.59
29-Jul-95 14064 12729.59
30-Jul-95 14064 12729.59
31-Jul-95 14064 12710.93
01-Aug-95 14132 12656.34
02-Aug-95 14132 12640.06
03-Aug-95 14437 12642.32
04-Aug-95 14572 12647.50
05-Aug-95 14572 12647.50
06-Aug-95 14572 12647.50
07-Aug-95 14369 12673.43
08-Aug-95 14471 12682.85
09-Aug-95 14674 12669.34
10-Aug-95 14877 12621.53
11-Aug-95 14810 12570.86
12-Aug-95 14810 12570.86
13-Aug-95 14810 12570.86
14-Aug-95 14742 12676.88
15-Aug-95 14810 12652.11
16-Aug-95 14742 12686.94
17-Aug-95 14708 12666.62
18-Aug-95 14742 12671.95
19-Aug-95 14742 12671.95
20-Aug-95 14742 12671.95
21-Aug-95 14742 12647.31
22-Aug-95 14844 12679.92
23-Aug-95 14844 12627.87
24-Aug-95 14776 12635.42
25-Aug-95 14674 12695.53
26-Aug-95 14674 12695.53
27-Aug-95 14674 12695.53
28-Aug-95 14640 12671.91
29-Aug-95 14606 12695.23
30-Aug-95 14640 12720.24
31-Aug-95 14708 12742.94
01-Sep-95 14708 12787.77
02-Sep-95 14708 12787.77
03-Sep-95 14708 12787.77
04-Sep-95 14708 12787.77
05-Sep-95 14674 12910.88
06-Sep-95 14776 12936.10
07-Sep-95 14810 12939.67
08-Sep-95 14945 12994.05
09-Sep-95 14945 12994.05
10-Sep-95 14945 12994.05
11-Sep-95 15047 13022.53
12-Sep-95 15013 13081.71
13-Sep-95 15115 13139.25
14-Sep-95 15081 13249.54
15-Sep-95 15081 13243.66
16-Sep-95 15081 13243.66
17-Sep-95 15081 13243.66
18-Sep-95 15115 13235.01
19-Sep-95 15182 13267.87
20-Sep-95 15318 13326.74
21-Sep-95 15284 13241.77
22-Sep-95 15149 13212.97
23-Sep-95 15149 13212.97
24-Sep-95 15149 13212.97
25-Sep-95 15013 13214.90
26-Sep-95 14979 13205.82
27-Sep-95 14844 13203.84
28-Sep-95 14945 13313.90
29-Sep-95 14945 13280.72
30-Sep-95 14945 13280.72
01-Oct-95 14945 13280.72
02-Oct-95 14776 13219.93
03-Oct-95 14708 13234.56
04-Oct-95 14708 13216.88
05-Oct-95 14708 13247.86
06-Oct-95 14776 13245.95
07-Oct-95 14776 13245.95
08-Oct-95 14776 13245.95
09-Oct-95 14539 13152.26
10-Oct-95 14572 13133.16
11-Oct-95 14674 13178.89
12-Oct-95 14742 13262.13
13-Oct-95 14776 13294.02
14-Oct-95 14776 13294.02
15-Oct-95 14776 13294.02
16-Oct-95 14674 13260.59
17-Oct-95 14674 13345.88
18-Oct-95 14539 13363.23
19-Oct-95 14539 13436.55
20-Oct-95 14403 13364.09
21-Oct-95 14403 13364.09
22-Oct-95 14403 13364.09
23-Oct-95 14267 13309.70
24-Oct-95 14437 13343.83
25-Oct-95 14335 13251.62
26-Oct-95 14200 13121.44
27-Oct-95 14200 13190.63
28-Oct-95 14200 13190.63
29-Oct-95 14200 13190.63
30-Oct-95 14166 13273.00
31-Oct-95 14064 13233.25
01-Nov-95 14166 13297.49
02-Nov-95 14234 13425.98
03-Nov-95 14200 13446.15
04-Nov-95 14200 13446.15
05-Nov-95 14200 13446.15
06-Nov-95 14267 13399.29
07-Nov-95 14234 13351.15
08-Nov-95 14234 13476.92
09-Nov-95 14471 13516.23
10-Nov-95 14437 13504.59
11-Nov-95 14437 13504.59
12-Nov-95 14437 13504.59
13-Nov-95 14471 13497.43
14-Nov-95 14403 13428.55
15-Nov-95 14301 13540.38
16-Nov-95 14234 13618.46
17-Nov-95 14301 13680.81
18-Nov-95 14301 13680.81
19-Nov-95 14301 13680.81
20-Nov-95 14267 13609.45
21-Nov-95 14234 13688.44
22-Nov-95 14200 13646.75
23-Nov-95 14200 13646.75
24-Nov-95 14234 13682.94
25-Nov-95 14234 13682.94
26-Nov-95 14234 13682.94
27-Nov-95 14200 13713.78
28-Nov-95 14234 13832.44
29-Nov-95 14471 13865.83
30-Nov-95 14539 13814.19
01-Dec-95 14674 13851.16
02-Dec-95 14674 13851.16
03-Dec-95 14674 13851.16
04-Dec-95 14708 14004.92
05-Dec-95 14674 14097.41
06-Dec-95 14742 14157.89
07-Dec-95 14776 14066.94
08-Dec-95 14776 14096.97
09-Dec-95 14776 14096.97
10-Dec-95 14776 14096.97
11-Dec-95 14877 14143.99
12-Dec-95 14674 14127.17
13-Dec-95 14606 14199.70
14-Dec-95 14335 14091.78
15-Dec-95 14267 14078.65
16-Dec-95 14267 14078.65
17-Dec-95 14267 14078.65
18-Dec-95 14132 13862.15
19-Dec-95 14439 13979.13
20-Dec-95 14344 13842.98
21-Dec-95 14533 13947.45
22-Dec-95 14627 13981.15
23-Dec-95 14627 13981.15
24-Dec-95 14627 13981.15
25-Dec-95 14627 13981.15
26-Dec-95 14627 14034.73
27-Dec-95 14533 14047.47
28-Dec-95 14439 14038.51
29-Dec-95 14439 14080.28
30-Dec-95 14439 14080.28
31-Dec-95 14439 14080.28
01-Jan-96 14439 14080.28
02-Jan-96 14627 14190.03
03-Jan-96 14627 14206.10
04-Jan-96 14627 14123.49
05-Jan-96 14627 14100.86
06-Jan-96 14627 14100.86
07-Jan-96 14627 14100.86
08-Jan-96 14627 14144.94
09-Jan-96 14627 13940.17
10-Jan-96 14533 13690.39
11-Jan-96 14439 13787.36
12-Jan-96 14722 13767.25
13-Jan-96 14816 13767.25
14-Jan-96 14816 13767.25
15-Jan-96 14816 13721.73
16-Jan-96 14722 13918.93
17-Jan-96 14627 13872.85
18-Jan-96 14722 13916.94
19-Jan-96 14722 13999.13
20-Jan-96 14816 13999.13
21-Jan-96 14816 13999.13
22-Jan-96 14816 14035.05
23-Jan-96 15005 14021.30
24-Jan-96 15005 14185.93
25-Jan-96 15005 14118.95
26-Jan-96 15099 14223.98
27-Jan-96 15099 14223.98
28-Jan-96 15099 14223.98
29-Jan-96 15288 14286.54
30-Jan-96 15571 14422.72
31-Jan-96 15665 14559.52
01-Feb-96 15571 14618.14
02-Feb-96 15665 14559.23
03-Feb-96 15665 14559.23
04-Feb-96 15665 14559.23
05-Feb-96 15665 14688.05
06-Feb-96 15760 14800.62
07-Feb-96 15665 14885.53
08-Feb-96 15760 15029.46
09-Feb-96 15665 15037.20
10-Feb-96 15665 15037.20
11-Feb-96 15665 15037.20
12-Feb-96 15665 15154.48
13-Feb-96 15571 15136.95
14-Feb-96 15571 15025.89
15-Feb-96 15760 14931.00
16-Feb-96 15854 14856.34
17-Feb-96 15854 14856.34
18-Feb-96 15854 14856.34
19-Feb-96 15854 14856.34
20-Feb-96 15571 14688.51
21-Feb-96 15665 14861.91
22-Feb-96 16043 15109.25
23-Feb-96 15949 15114.67
24-Feb-96 15949 15114.67
25-Feb-96 15949 15114.67
26-Feb-96 15854 14917.17
27-Feb-96 15760 14844.88
28-Feb-96 15854 14792.34
29-Feb-96 15760 14694.44
01-Mar-96 15760 14785.16
02-Mar-96 15760 14785.16
03-Mar-96 15760 14785.16
04-Mar-96 15760 14935.43
05-Mar-96 15854 15051.23
06-Mar-96 15760 14968.72
07-Mar-96 15854 15007.66
08-Mar-96 15571 14545.04
09-Mar-96 15571 14545.04
10-Mar-96 15571 14545.04
11-Mar-96 15760 14695.43
12-Mar-96 15665 14628.24
13-Mar-96 15665 14668.59
14-Mar-96 15760 14722.09
15-Mar-96 15760 14735.46
16-Mar-96 15760 14735.46
17-Mar-96 15760 14735.46
18-Mar-96 15760 14993.93
19-Mar-96 15760 14972.24
20-Mar-96 15665 14933.09
21-Mar-96 15571 14915.84
22-Mar-96 15665 14948.74
23-Mar-96 15665 14948.74
24-Mar-96 15665 14948.74
25-Mar-96 15477 14935.41
26-Mar-96 15382 15002.73
27-Mar-96 15382 14914.02
28-Mar-96 15477 14914.94
29-Mar-96 15571 14835.88
30-Mar-96 15571 14835.88
31-Mar-96 15571 14835.88
01-Apr-96 15571 15025.17
02-Apr-96 15571 15063.46
03-Apr-96 15571 15077.97
04-Apr-96 15665 15078.63
05-Apr-96 15665 15078.63
06-Apr-96 15665 15078.63
07-Apr-96 15665 15078.63
08-Apr-96 15382 14816.75
09-Apr-96 15477 14769.85
10-Apr-96 15571 14570.49
11-Apr-96 15477 14518.56
12-Apr-96 15477 14645.76
13-Apr-96 15477 14645.76
14-Apr-96 15477 14645.76
15-Apr-96 15477 14778.72
16-Apr-96 15571 14836.45
17-Apr-96 15477 14760.43
18-Apr-96 15760 14806.97
19-Apr-96 15760 14840.56
20-Apr-96 15760 14840.56
21-Apr-96 15760 14840.56
22-Apr-96 15949 14905.43
23-Apr-96 16137 14990.53
24-Apr-96 16420 14958.65
25-Apr-96 16515 15020.88
26-Apr-96 16420 15036.41
27-Apr-96 16420 15036.41
28-Apr-96 16420 15036.41
29-Apr-96 16326 15053.00
30-Apr-96 16326 15054.59
Past performance is not predictive of future performance.
INVESTMENT RESTRICTIONS
Certain of the Fund's policies, including restrictions previously discussed
in this Prospectus, are considered to be fundamental and, therefore, cannot be
changed without shareholder approval. The following policies and restrictions
are fundamental. All other policies and restrictions referred to in this
Prospectus can be changed without shareholder approval.
(1) At least 75% of the value of the Fund's total assets will be
represented by cash and cash items, Government securities, and other securities
limited in respect to any one issuer to an amount not greater in value than 5%
of the value of the Fund's total assets and to not more than 10% of the
outstanding voting securities of any one issuer.
8
<PAGE> 9
(2) The Fund will not invest 25% or more of the value of its total assets
in securities of companies in any one industry.
(3) The Fund will not loan money to other persons, except that the Fund may
(a) enter into repurchase agreements, (b) invest in debentures, bonds or similar
governmental or corporate obligations of types commonly distributed publicly or
privately to financial institutions and (c) purchase debt securities which are
convertible into equity securities of an issuer without regard to whether such
debt securities are types commonly distributed publicly or privately to
financial institutions.
(4) The Fund will not borrow money except from banks and only for temporary
or emergency purposes, but not in amounts exceeding 33 1/3% of the Fund's net
assets. Any borrowings in excess of that amount will be reduced within three
business days to comply with such limitation. The Fund's net asset value may be
subject to greater fluctuation during any time that the Fund has borrowed money.
The percentage limitations contained in the restrictions described above
are all applied solely at the time of any proposed transaction on the basis of
values or amounts determined at that time. Such restrictions do not apply if a
percentage limitation were exceeded only as a result of changes in values or
amounts not resulting from a subsequent transaction subject to the restriction.
MANAGEMENT
The business of the Fund is managed under the direction of its Board of
Directors. The Fund has retained AHMC, 1370 Avenue of the Americas, New York,
New York 10019 to provide the Fund with investment research advice and to
continuously furnish an investment program for the Fund's portfolio. AHMC
recommends securities to be purchased and sold by the Fund and the portion of
the Fund's assets which is to be held uninvested. AHMC advises and assists the
officers of the Fund in carrying out policy decisions of the Fund's Board of
Directors. The role of AHMC is advisory only. All investment decisions are made
by the Fund. AHMC is also the investment advisor to The American Heritage Fund,
Inc. ("AHF"), an open-end management investment company having the objective of
obtaining maximum capital growth.
Heiko H. Thieme is the Chief Executive Officer of the Fund and AHMC and, in
such capacities, has been primarily responsible for the day-to-day management of
the Fund's portfolio since the Fund's inception. Since February 1990, Mr. Thieme
has been the Chief Executive Officer of The American Heritage Fund, Inc. Prior
to 1994, Mr. Thieme was a Consultant/Strategist to Deutsche Bank A.G. and
previously had been the Executive Vice President in charge of U.S. equity of its
wholly-owned subsidiary, Deutsche Bank Capital Corp. Mr. Thieme began his career
at the British brokerage firm of Wood & McKenzie of Edinburgh and London. In
1976 Mr. Thieme joined White Weld & Co. in London as Vice President in charge of
marketing for Germany and Austria. Mr. Thieme writes a weekly column for one of
the major German newspapers, Frankfurter Allgemeine Zeitung, and appears
frequently on German television as well as on numerous American T.V. stations
with commentaries on the U.S. markets and global issues. In May 1989, Mr. Thieme
was chosen as "Best Investment Advisor" of 1988 in West Germany at the
International Investment Congress held in Frankfurt. Further, Mr. Thieme
regularly makes presentations to institutional investors in Europe, Asia, the
United States and Canada. Mr. Thieme is known worldwide for his undaunted
optimism and frequently contrarian views and has been the author of "The
Viewpoint" for more than 17 years. Mr. Thieme is the beneficial owner of 90% of
the outstanding capital stock of AHMC.
9
<PAGE> 10
Richard K. Parker, the President of AHMC and the Fund, is a Managing
Director of Bear, Stearns & Co. Inc. where he provides investment advice and
brokerage services to substantial individuals, institutions, corporations and
pension funds. Except for executing portfolio transactions as described below,
Bear, Stearns & Co. Inc. is not otherwise associated with AHMC or the Fund and
is not responsible for any of the investment advice rendered to the Fund by AHMC
or Mr. Parker. Mr. Parker is listed in the Directory of Exceptional Stockbrokers
published by the Hirsch Organization. Mr. Parker is the President of The
American Heritage Fund, Inc. Mr. Parker is the beneficial owner of 10% of the
outstanding capital stock of AHMC.
AHMC is compensated for the investment advisory services it renders by the
payment of a fee at the annual rate of one and one-quarter percent (1.25%) of
the first $100 million of the value of average daily net assets of the Fund and
one percent (1%) of the value of any additional net assets, payable monthly.
Such fee is higher than the fee paid by most other management investment
companies to their investment advisors.
The Fund anticipates that a substantial portion of its portfolio
transactions will be allocated to Bear, Stearns & Co. Inc. and Thieme
Securities, Inc. ("TSI"). The Fund may also allocate portfolio transactions to
brokers who provide research or recommendations for the benefit of the Fund or
who are instrumental in sales of shares of the Fund. Mr. Thieme is the Chief
Executive Officer and sole shareholder of TSI.
Messrs. Thieme and Parker receive compensation from TSI and Bear, Stearns &
Co. Inc., respectively, in connection with portfolio transactions allocated to
them by the Fund. Reference is made to the Fund's Statement of Additional
Information with respect to Mr. Parker's compensation and for a more complete
description of the Fund's policies with respect to portfolio transactions.
The Boards of Directors of the Fund and AHF are composed of the same
persons. Mr. Thieme is the Chief Executive Officer of both AHF and a foreign
investment company (the "Foreign Company"), whose investment objective is also
to seek growth of capital, and the investment advisor of the Foreign Company.
From time to time, the Fund, AHF, the Foreign Company and other clients of
affiliated persons of AHMC may hold securities issued by the same company. When
the Fund and such other investors are engaged in the purchase or sale of the
same security, the prices and amounts will be allocated in a manner considered
by Management to be fair to each of them.
DETERMINATION OF NET ASSET VALUE
The Fund's net asset value per share for the purpose of pricing purchase
and redemption orders is determined as of the close of business of the New York
Stock Exchange on each day such Exchange is open for trading. The Fund's net
asset value will not be determined on New Year's Day, President's Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas,
on which days the New York Stock Exchange is not presently open for trading. In
the event, however, that the New York Stock Exchange is open for trading on any
of such days, the Fund's net asset value will be determined thereon. The net
asset value per share is computed by dividing the value of the net assets of the
Fund (i.e., the value of total assets less liabilities) by the total number of
the Fund's shares outstanding. In calculating net asset value, all portfolio
securities will be valued at market value when there is a reliable quotation
available for the securities and otherwise as the Board of Directors in good
faith determines.
10
<PAGE> 11
HOW TO BECOME AN INVESTOR IN THE FUND
An investor may purchase shares of the Fund by submitting a completed
application with a check made payable to American Heritage Growth Fund, Inc. and
mailing it to American Heritage Growth Fund, Inc. Location 0637, Cincinnati,
Ohio 45264-0637. All Applications and checks which are sent by courier should be
sent to American Heritage Growth Fund, Inc., c/o Star Bank, N.A., 425 Walnut
Street, Mutual Fund Custody Department, Cincinnati, Ohio 45202. An application
is included in this Prospectus. All investments are made at the net asset value
next computed after receipt of an order accompanied by payment without the
imposition of any sales charge.
Initial investments must be at least $1,000. Subsequent investments may be
made in amounts of $500 or more. The Fund may not involuntarily redeem a
shareholder's account if it falls below the minimum initial investment. An open
account is automatically created for each new investor so that additional
investments may be made at any time without completing a new application. The
above-stated minimums are applicable to all accounts although the minimums may
be waived for persons purchasing in a group if the total payment received from
the group exceeds the stated minimum. In addition, shareholders may open
additional accounts (e.g. custodian accounts, IRA accounts, Trusts, and Keogh
accounts) with a minimum of $500.
Investors may, if they so desire, purchase shares of the Fund through
certain registered broker-dealers. The Fund imposes no sales load or service
charge, but such broker-dealers may make a charge to investors for their
services. The charge and services may vary in amount among broker-dealers, some
of which may impose higher initial or subsequent investment requirements than
those established by the Fund.
HOW TO REDEEM SHARES
ALL REQUESTS FOR REDEMPTION OF SHARES, MUST BE SIGNED BY ALL REGISTERED OWNERS
EXACTLY AS REGISTERED, INCLUDING FIDUCIARY TITLES, IF ANY, WITH SIGNATURES
GUARANTEED BY A MEMBER OF A NATIONAL SECURITIES EXCHANGE OR A UNITED STATES
COMMERCIAL BANK OR A FOREIGN BANK HAVING A NEW YORK CITY CORRESPONDENT.
Any shareholder may require the Fund to redeem his shares by making a
written request directly to the Fund's Transfer Agent, American Data Services,
Inc., 24 West Carver Street, Huntington, New York 11743. The Fund will not issue
share certificates. Each purchase of shares will be confirmed by the Fund in
writing to the purchaser. Redemptions may be made by telephone upon the request
of certain financial institutions who are holders of record of shares issued by
the Fund, within the sole discretion of the Fund. The Fund has instructed its
Transfer Agent to confirm the authenticity of any such request for redemption by
telecopier and telephone. Proceeds of redemptions made by telephone will be sent
only to the respective financial institution making the request. In the event
that a telephone redemption which is honored by the Fund is unauthorized or
fraudulent, the Fund could sustain losses.
The redemption price will be the net asset value next determined by the
Fund following receipt of the request. There is no redemption charge imposed by
the Fund.
The value of shareholder's shares on redemption may be more or less than
the shareholder's cost depending upon the net asset value at the time.
11
<PAGE> 12
Payment for shares redeemed will normally be made within seven days after
receipt of a written request duly executed. Redemption proceeds will be mailed
upon clearance of the purchaser's check, which may take fifteen days or more.
Investors who anticipate that they will redeem their shares prior to the
expiration of such period, should pay for their shares by means of Federal Funds
or bank wire transfer. The determination of the net asset value of the Fund's
shares may be suspended and the right of redemption may be suspended or the
payment date postponed when: (i) trading on the New York Stock Exchange is
restricted as determined by the Securities and Exchange Commission or such
Exchange is closed for other than customary weekend and holiday closings; (ii)
when an emergency exists, as determined by the Securities and Exchange
Commission, as a result of which disposal by the Fund of securities owned by it
is not reasonably practicable, or it is not reasonably practicable for the Fund
fairly to determine the value of its net assets; or (iii) when the Securities
and Exchange Commission by Order so permits for the protection of the
shareholders of the Fund.
DISTRIBUTION OF INCOME DIVIDENDS AND REALIZED CAPITAL GAINS
Dividend income will be incidental to the investment objective of growth of
capital. The Fund will, at the end of each fiscal year, consider the declaration
of a cash dividend from net investment income, if earned, and the distribution
of net capital gains, if any, realized on investments. The Fund intends to
distribute to its shareholders, at least annually, substantially all of its net
investment income and realized capital gains.
At the time a shareholder applies to purchase Fund shares, he automatically
gives written authority to the Fund to receive as the shareholder's agent,
income dividends and capital gains distributions, if any, and to cause them to
be reinvested for his account in additional Fund shares at net asset value.
However, a shareholder may, either at the time of purchase or at a later time,
request in writing to the Fund that his income dividends and capital gains
distributions, if any, be paid to him by check rather than reinvested in Fund
shares. A shareholder who requests in writing that his dividends and
distributions be paid to him by check may, at any time prior to a record date,
elect to have subsequent dividends and distributions reinvested in Fund shares
at net asset value.
The Fund intends to qualify for treatment under Subchapter M of the
Internal Revenue Code. In such case, the Fund will distribute any of its net
income and gains to shareholders and shareholders may be proportionately liable
for taxes on any income and gains of the Fund even though such income and gains
may be realized before a shareholder's investment in the Fund. Shareholders not
subject to taxes on their income will not be required to pay tax on any amounts
distributed to them. Any distribution of net income or short-term capital gains
will be taxed as dividends and any distribution of long-term capital gains will
be taxed as long-term capital gains. The Fund will inform shareholders of the
amount and nature of any such income or gains.
TOTAL RETURN
From time to time the Fund may advertise total return. Total return is
based on historical results and is not intended to predict future performance.
Total return is the change in value of an investment in the Fund over a
given period of time, assuming reinvestment of any dividends and capital gains
distributions. Average annual return is a hypothetical rate of return that, if
achieved annually, would produce a cumulative total return if performance had
been constant
12
<PAGE> 13
over the entire period of time. The Fund also may advertise a return which is
calculated in a different manner (a "non-standardized quotation"). A
non-standardized quotation of return measures the change in value of a
hypothetical account between the beginning and end of a period, assuming no
activity in the account other than reinvestment of dividends and capital gains
distributions. In the event the Fund incurs any non-recurring charges, the
reported total return for a period during which such charges were incurred would
be higher than it would otherwise be if non-recurring charges were reflected.
SHAREHOLDER SERVICES
The Fund offers the following shareholder services. For further details
about such services write to or call the Fund.
EXCHANGE PRIVILEGE
A shareholder of the Fund has the privilege of exchanging shares of the
Fund for shares of The American Heritage Fund, Inc. ("AHF") by written notice to
the Fund's Transfer Agent subject to the following:
- Shares of AHF must be registered for sale or exempt from registration
in the state of residence of the shareholder.
- Shareholders may only exchange between accounts that are registered in
the same name, address, and have the same taxpayer identification
number.
- A shareholder must have received a current Prospectus of AHF before
the exchange.
- Both the Fund and AHF reserve the right to temporarily or permanently
terminate the exchange privilege.
Exchanges may have tax consequences. Accordingly, you may wish to consult
with your tax advisor before making any exchange.
AUTOMATIC WITHDRAWAL PLAN
With an Automatic Withdrawal Plan, a shareholder can arrange for automatic
distributions to be made monthly or quarterly in amounts not less than $1,000.
An Automatic Withdrawal Plan may neither be opened nor maintained by a
shareholder holding shares of the Fund having a total net asset value of less
than $50,000.
IRA AND KEOGH PLANS
A prototype defined contribution retirement plan and individual retirement
account is available. Certain charges are imposed by Star Bank, N.A. and
American Data Services, Inc. and shareholders should carefully review all
documents provided in connection with such plan or account.
13
<PAGE> 14
ADDITIONAL FACTS
ORGANIZATION
The Fund was organized on February 14, 1994 under the laws of the State of
New York.
CUSTODIAN
Star Bank, N.A. 425 Walnut Street, Cincinnati, Ohio 45202 is the Custodian
of the portfolio securities and monies of the Fund. The Custodian performs no
managerial or policy-making functions for the Fund.
CAPITALIZATION
The authorized capital stock of the Fund consists of 250,000,000 shares of
capital stock, $.001 par value per share. Each share has equal voting, dividend
and liquidation rights.
TRANSFER AGENT
American Data Services, Inc. ("ADS") 24 West Carver Street, Huntington, New
York 11743 is the Fund's Transfer Agent.
ADMINISTRATIVE SERVICES
The Fund has entered into an agreement with ADS whereby ADS maintains
certain books, records and other documents that the Fund is required to keep and
calculates the Fund's daily net asset value. The Fund has agreed to pay ADS a
monthly fee ranging from 1/12th of .1% to 1/12th of .009% of the Fund's monthly
net assets, depending on the amount of such assets.
SHAREHOLDER INQUIRIES
Shareholder inquiries should be made by writing to American Data Services,
Inc. at 24 West Carver Street, Huntington, New York 11743.
14
<PAGE> 15
AMERICAN HERITAGE GROWTH FUND, INC.
- --------------------------------------------------------------------------------
Mail to: American Heritage Growth Fund, Inc., Location 0637, Cincinnati, Ohio
45264-0637
(DO NOT USE THIS FORM FOR IRA PLANS. Please request separate forms)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Complete only the applicable sections which will tell us how your account should
be registered.
<TABLE>
<S> <C> <C>
ACCOUNT / / Individual
REGISTRATION ------------------------------------------------------
First Name Middle Name Last Name
/ / Joint Tenant
------------------------------------------------------
First Name Middle Name Last Name
/ / Gifts to
Minors
----------------- As Custodian For -------------------
Name of Custodian (only 1 permitted)
Name of Minor (only 1 permitted)
UNDER THE ------------------ UNIFORM GIFT TO MINORS
State
/ / Corporations, ------------------------------------------------------
Trusts & Name of corporation or partnership. If a trust,
Others include the name(s) of trustees in which account will
be registered and the date of the trust investment. An
account for a pension or profit sharing plan or trust
may be registered in the name of the plan or trust
itself.
- -------------------------------------------------------------------------------------------
ADDRESS
------------------------------------------------------
Street
( )
------------------------------------------------------
City Home Phone
Number
( )
------------------------------------------------------
State Zip Code Business
Phone Number
- -------------------------------------------------------------------------------------------
INVESTMENT $ (Minimum initial $1,000.--Subsequent Investments of
------------------ $500 or more.) Make checks payable to American
Heritage Growth Fund, Inc. Application is not needed
for subsequent investments.
- -------------------------------------------------------------------------------------------
DISTRIBUTIONS Reinvest all income and capital gain distributions in additional shares of
the Fund unless this box is checked.
/ / Pay dividends and capital gain distributions in cash. If any dividend
or capital gain distribution check addressed and sent to (me)(us) is
returned to you, you hereby are authorized to invest the proceeds of that
check in Fund shares at the net asset value next determined after receipt
by you of the returned check. In such event (I)(we) understand and agree
that all subsequent dividend and capital gain distributions automatically
will be reinvested in Fund shares unless and until (I)(we) has signed and
filed with you a new request to receive dividends and capital gain
distributions in cash.
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 16
TAX IDENTIFICATION CERTIFICATION
Because of important changes made to the Internal Revenue Code in 1983, we
must be certain that we have a record of your correct Social Security or
other Taxpayer Identification Number. If you have not certified that you
have provided us with the correct number, your account will be subject to
special Federal income tax withholding of 20% of dividends and other
payments. To avoid this, please fill in your Social Security or Taxpayer
Identification Number.
/ /NNNNNNNN --------------------------------------------------------
Social Security or Taxpayer Identification Number
Citizenship--If other than U.S.A.
If appropriate, check one of the following boxes:
/ / I have been notified by the IRS that I am subject to backup withholding
for failure to report all interest or dividends.
/ / I do not have a Social Security Number or Taxpayer Identification
Number, but I have applied for or intend to apply for one. I understand
that if I do not provide this number within 60 days, the required 20%
withholding will begin.
/ / I am exempt because I am a Non-Resident Alien (not a U.S. citizen or
U.S. resident), a foreign corporation, partnership, estate or trust,
and, as a result, I am not required to submit a number.
/ / I am an exempt recipient (see explanation below)
If you are an exempt recipient, you must certify your Tax Identification
Number as well as your exempt status to prevent withholding. A partial
listing of exempt recipients follows. For further information, see Internal
Revenue Code Sec. 3452 or consult you tax advisor.
<TABLE>
<S> <C>
- Retirement Plans - Common Trust Funds
- Corporations - Financial Institutions
- Colleges, Churches, Charitable Organizations - Registered Securities Dealers
- Agents, Fiduciaries, Middlemen
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
SIGNATURE I understand and agree that:
(1) This application is subject to your acceptance or rejection.
(2) All shares will be purchased at the net asset value next determined
after receipt and acceptance.
(3) The Fund has the right to redeem shares held in my account to reimburse
the Fund for any loss it has sustained if my check for the purchase of or
subscription for the Fund shares is dishonored, regardless of whether
the undersigned was already an existing shareholder at the time of such
purchase or subscription.
(4) Under penalties of perjury, I certify that the information I have
provided in this application under the caption TAX IDENTIFICATION
CERTIFICATION is true, correct, and complete.
I acknowledge receipt of your Prospectus and I understand that all of its
terms and provisions are incorporated herein by reference.
</TABLE>
X
- --------------------------------------------------------------------------------
Signature of Individual and Joint Tenant or Custodian, Corporate Officer or
Trustee.
- --------------------------------------------------------------------------------
Title of Corporate Officer or Trustee Date
WHERE DID YOU FIRST LEARN ABOUT THE AMERICAN HERITAGE GROWTH FUND?
- --------------------------------------------------------------------------------
596
<PAGE> 17
- ------------------------------------------------------
- ------------------------------------------------------
AMERICAN HERITAGE
GROWTH FUND, INC.
1370 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
BOARD OF DIRECTORS
JOHN GILBERT
RICHARD K. PARKER
EUGENE SARVER
HEIKO H. THIEME
INVESTMENT ADVISOR
AMERICAN HERITAGE MANAGEMENT CORPORATION
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
AMERICAN HERITAGE
GROWTH FUND, INC.
LOGO
PROSPECTUS
MAY 31, 1996
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 18
PART B
<PAGE> 19
AMERICAN HERITAGE GROWTH FUND, INC.
____________
A NO-LOAD MUTUAL FUND
____________
1370 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 397-3900
(800) 828-5050
____________
STATEMENT OF ADDITIONAL INFORMATION
____________
This Statement of Additional Information is not a prospectus and
should be read in conjunction with the Fund's Prospectus dated May 31, 1996.
A copy of the Fund's Prospectus may be obtained from the Fund without charge at
the address set forth above.
May 31, 1996
B-1
<PAGE> 20
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Brokerage Allocation and Other Practices B-3
Purchase of Certain Debt Securities B-4
Investment Restrictions B-4
Management B-6
Control Persons and Principal Holders of Securities B-7
Investment Advisory and Other Services B-7
Total Return B-8
Custodian B-8
Independent Accountants B-8
Transfer Agent B-8
Financial Statements B-8
</TABLE>
B-2
<PAGE> 21
BROKERAGE ALLOCATIONS AND OTHER PRACTICES
American Heritage Management Corporation ("AHMC") places orders with
brokers and dealers for the purchase and sale of securities for the Fund's
portfolio. In performing this service, AHMC is required to place orders with
the primary objective of obtaining the most favorable price and a reasonable
execution for the Fund. Normally, over-the-counter transactions will be
executed on a principal basis with a broker-dealer who makes a market in or is
otherwise a traditional source of the security traded except in those cases in
which the Fund can obtain a better price or execution on an agency basis.
Transactions executed on an agency basis involve the payment of a brokerage
commission.
In selecting brokers and dealers to execute the Fund's portfolio
transactions, AHMC may consider research, statistical and quotation services
received by the Fund or AHMC from such other brokers. If such information is
received and if it is, in fact, useful to AHMC, the information may tend to
reduce its costs of providing investment advice to the Fund.
Section 28(e) of the Securities Exchange Act of 1934 ("Section 28(e)
permits an investment advisor, under certain circumstances, to cause an account
to pay a broker or dealer which supplies brokerage and research services a
commission for effecting a securities transaction in excess of the amount of
the commission another broker or dealer would have charged for effecting the
transaction. Brokerage and research services include (a) furnishing advice as
to the value of securities and the availability of securities or purchasers or
sellers of securities, (b) furnishing analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy and the
performance of accounts, and (c) effecting securities transactions and
performing functions incidental thereto, such as clearance, settlement and
custody.
AHMC may cause the Fund to incur brokerage commissions in an amount
higher than the lowest available rate in return for such services. Research
services so received by AHMC may be used by AHMC for the benefit of the Fund or
any other client of AHMC. AHMC is of the opinion that the continued receipt of
supplemental investment research services from broker-dealers will be essential
to its provision of portfolio management services to the Fund. AHMC has
represented that such commissions will not be paid by the Fund unless (a) AHMC
determines in good faith that the amount is reasonable in relation to the
services in terms of the particular transaction, (b) such payment is made in
compliance with Section 28(e) and other applicable state and federal laws, and
(c) in the opinion of AHMC, the total commissions paid by the Fund are
reasonable in relation to the benefits to the Fund over the long term.
B-3
<PAGE> 22
It is anticipated that a substantial portion of the Fund's portfolio
transactions will be allocated to Bear, Stearns & Co. Inc. ("Bear Stearns") and
Thieme Securities, Inc. ("TSI"). Richard K. Parker is a Managing Director of
Bear Stearns. Heiko H. Thieme is the Chief Executive Officer and sole
shareholder of TSI. Except for executing portfolio transactions, neither Bear
Stearns nor TSI is in any other respect associated with the Fund or in any way
responsible for any investment advice or other service provided to the Fund by
either Mr. Parker or Mr. Thieme personally or AHMC. See "Management" in the
Fund's Prospectus
During the fiscal year ended January 31, 1996, the Fund paid an
aggregate of approximately $228,000 in brokerage commissions of which
approximately $142,000 was paid to Bear Stearns which represented approximately
62% of the total brokerage commissions paid by the Fund during such year.
During the same year, approximately 49% of the Fund's aggregate dollar
transactions involving the payment of brokerage commissions were effected
through Bear Stearns. The difference in the percentage of brokerage commissions
paid to and the percentage of the dollar amount of transactions effected
through Bear Stearns is primarily a result of lower commission rates negotiated
by the Fund on certain high volume short term trades executed by another
brokerage firm. Richard K. Parker received compensation of approximately
$47,000 from Bear Stearns in connection with brokerage commissions paid to it
by the Fund during the fiscal year ended January 31, 1996.
PURCHASE OF CERTAIN DEBT SECURITIES
The Fund may purchase high yield debt securities which are not
investment grade, including securities referred to as "junk bonds" if as a
result of such purchase, no more than 5% of the value of the Fund's net assets
will be represented by such securities.
An economic downturn or increase in interest rates is likely to have
an adverse effect on the high yield securities market. The widespread
expansion of government, consumer and corporate debt within the United States
economy has made the corporate sector, especially cyclically sensitive
industries, more vulnerable to economic downturns or increased interest rates.
The prices of high yield securities have been found to be less sensitive to
interest rate changes than are those of higher rated investments, but more
sensitive to adverse economic changes or individual corporate developments.
During an economic downturn or substantial period of rising interest rates,
highly leveraged issuers may experience financial stress which would adversely
affect the ability to service their principal and interest payment obligations,
to meet projected business goals, and to obtain additional financing. In
periods of economic uncertainty and change, increased volatility of
B-4
<PAGE> 23
market prices of high yield securities can be expected. To the extent that
there is no established retail secondary market, there may be thin trading of
high yield securities. In the absence of readily available market quotations,
the valuation of high yield securities held by the Fund will be determined by
the Fund's Board of Directors. The fulfillment of such responsibility may
become difficult and judgment will play a greater role in valuation because
there may be less reliable, objective data available.
INVESTMENT RESTRICTIONS
In addition to the investment restrictions described in the Fund's
Prospectus, the Fund operates under the following fundamental investment
policies and restrictions which cannot be changed or eliminated without the
approval of the lesser of (a) 67% or more of the voting securities of the Fund
present at a meeting if the holders of more than 50% of the outstanding voting
securities of the Fund are present or represented by proxy, or (b) more than
50% of the outstanding voting securities of the Fund. These policies and
restrictions provide, in part, that the Fund may not:
(1) Issue any of its securities (a) for services, or (b) for property
other than cash or securities (including securities of which the Fund is the
issuer), except as a dividend or distribution to its security holders or in
connection with a reorganization;
(2) Invest in companies for the purpose of exercising control or
management;
(3) Purchase or sell commodities or commodity contracts, including
futures contracts;
(4) Invest in oil, gas and other mineral leases, but the Fund shall
not be prohibited from investing in marketable securities of companies
investing in such leases;
(5) Invest in real estate or real estate mortgage loans, but the Fund
shall not be prohibited from investing in marketable securities of companies
engaged in real estate activities or investments other than real estate limited
partnerships.
(6) Make short sales;
(7) Underwrite securities issued by others; or
(8) Issue bonds or other class of securities preferred over shares of
the Fund in respect to the Fund's assets or earnings, except that the Fund may
establish additional series of shares;
The following investment limitations are not fundamental and may be
changed without shareholder approval:
B-5
<PAGE> 24
(1) The Fund may not purchase warrants.
(2) The Fund will not purchase securities of other investment
companies unless purchased without the payment of any fee or charge other than
regular brokerage commissions. Included as part of the foregoing restriction,
the Fund will not purchase securities of any other open-end investment company
other than for the purpose of seeking a return on the Fund's uninvested cash
balance.
(3) The Fund will not purchase securities (other than securities
issued or guaranteed by domestic or foreign governments or political
subdivisions thereof) if, as a result of such purchase, more than 5% of the
value of the Fund's total assets would be represented by issuers that,
including predecessors, have then been in continuous operation for less than
three years.
MANAGEMENT
The following table sets forth certain information with respect to
each member of the Fund's Board of Directors and each officer of the Fund. The
Fund does not have any advisory board.
Positions Held With Principal Occupation(s)
Name and Address the Fund During the Past Five Years
- ---------------- ------------------- ----------------------------------
B-6
<PAGE> 25
<TABLE>
<S> <C> <C>
Heiko H. Thieme* Chairman of the Board of Chairman of the Board of Directors,
1370 Avenue of the Americas Directors, Chief Executive Chief Executive Officer and Secretary
New York, NY Officer and Secretary of the Fund and The American Heritage
Fund, Inc. ("AHF") since February 1990
and May 1994, respectively. Chief
Executive Officer of AHMC and Thieme
Associates, Inc. (investment advisor)
since 1990. Chief Executive Officer of
Thieme Securities, Inc. and Thieme
Consulting, Inc. since 1996 and 1995,
respectively. Consultant/Strategist
for Deutsche Bank A.G. from 1989 until
December 1993. Prior thereto,
Executive Vice President of Deutsche
Bank Capital Corp.
Richard K. Parker* President, Treasurer and President and Treasurer of the Fund
245 Park Avenue Director since May 1994 and of AHF and AHMC
New York, NY since February 1990. A Managing
Director and Registered Representative
of Bear, Stearns & Co. Inc.
John Gilbert Director Member of Parliament of the United
7 Redfield Lane London, Kingdom. Chairman of John Gilbert &
England Associates (a political and economic
consultancy).
Eugene Sarver Director Associate Professor of Finance of
241 W. 97th St. Lubin School of Business - Graduate
New York, NY Division, Pace University.
</TABLE>
* An "Interested person" as defined in the Investment Company Act of 1940.
B-7
<PAGE> 26
Each of the foregoing has held his respective positions with the Fund since
February 1994 and is a member of the Board of Directors of AHF.
During the fiscal year ended January 31, 1996, no cash compensation
was paid by the Fund to its executive officers or Directors.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
On May 10, 1996, Richard K. Parker owned of record and beneficially
269,965 shares of the Fund's capital stock which represented approximately 10%
of the Fund's outstanding shares on that date. In addition, on such date Mr.
Parker was the record owner of 168,345 such shares as custodian for his
children and Mr. Parker's spouse owned of record and beneficially 24,543 such
shares which represented approximately 6% and 1% of the Fund's outstanding
shares on such date, respectively. Furthermore, on such date, Mr. Parker was
the executor of an estate owning 41,873 such shares of which Mr. Parker's
spouse has a 20% interest. Mr. Parker disclaims any beneficial interest in any
shares not held by him of record. No other person owned of record or is known
by the Fund to have owned beneficially more than 5% of the shares of the Fund's
outstanding capital stock on May 10, 1996.
INVESTMENT ADVISORY AND OTHER SERVICES
Heiko H. Thieme may be deemed to control AHMC by virtue of his record
and beneficial ownership of 90% of the outstanding capital stock thereof. Mr.
Thieme acquired such stock on February 1, 1990. Mr. Thieme is the Chairman of
the Board of Directors and the Chief Executive Officer of AHMC and Richard K.
Parker is the President and a member of the Board of Directors of AHMC. Mr.
Parker is the record and beneficial owner of 10% of the outstanding capital
stock of AHMC. See "Management".
AHMC became the Fund's investment advisor on May 25, 1994. In
connection with the Investment Advisory Agreement with AHMC, AHMC bears the
expenses of the Fund's trading operations. Except as set forth below, all
other expenses are borne by the Fund.
During the fiscal years ended January 31, 1995 and January 31, 1996,
the Fund incurred investment advisory fees to AHMC of $15,189 and $59,258,
respectively. Such fees were not paid, however, pursuant to the agreement by
AHMC to decrease the investment advisory fee or, if necessary, to reimburse the
Fund if and to the extent that the Fund's aggregate annual operating expenses
exceed specified percentages of the Fund's net assets as described in the
Fund's Prospectus. In addition, AHMC reimbursed the Fund $7,270 and $3,278,
for the respective fiscal years ended January 31, 1995 and 1996 in connection
with such agreement.
B-8
<PAGE> 27
During the Fund's fiscal year ended January 31, 1996, AHMC provided
office space and administrative personnel utilized by the Fund for which it
will not be reimbursed. AHMC is under no obligation to provide offices space or
personnel in the future without reimbursement.
TOTAL RETURN
The Fund's average annual total return from May 25, 1994 until January
31, 1996 and for the fiscal year ended January 31, 1996 was approximately
30.47% and 29.48%, respectively. See "Total Return" in the Fund's Prospectus
for a description of the method by which total return is computed.
CUSTODIAN
Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio is the Fund's
Custodian. In such capacity, the Custodian maintains custody of the Fund's
cash and securities.
INDEPENDENT ACCOUNTANTS
Landsburg Platt Raschiatore & Dalton are the Fund's independent
certified public accountants. The financial statements included herein have
been examined by such firm to the extent set forth in their report.
TRANSFER AGENT
American Data Services, Inc., 24 West Carver Street, Huntington, New
York 11743 ("ADS") is the Fund's Transfer Agent. In such capacity, ADS
maintains the Fund's capital stock records, effects issuances and transfers of
capital stock, handles all correspondence with respect to shareholder accounts
and processes redemptions.
FINANCIAL STATEMENTS
The Fund's Annual Report for the fiscal years ended January 31, 1995
and 1996 are being furnished with this Statement of Additional Information and
is hereby incorporated by reference.
B-9
