<PAGE> 1
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. 5 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 6 [X]
(Check Appropriate Box or Boxes)
AMERICAN HERITAGE GROWTH FUND, INC.
(Exact Name of Registrant as specified in Charter)
1370 AVENUE OF THE AMERICAS, NEW YORK, NY 10019
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 212-397-3900
JONATHAN B. REISMAN, 5100 TOWN CENTER CIRCLE, BOCA RATON, FL 33486
(Name and Address of Agent for Service)
REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF SECURITIES UNDER THE
SECURITIES ACT OF 1933 PURSUANT TO SECTION 24(f) OF THE INVESTMENT COMPANY ACT
OF 1940. THE REGISTRANT'S RULE 24f-2 NOTICE FOR ITS FISCAL YEAR ENDED JANUARY
31, 1997 WAS FILED IN MARCH 1997.
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX):
[ ] IMMEDIATELY UPON FILING [ ] ON (DATE) PURSUANT TO
PURSUANT TO PARAGRAPH (b) PARAGRAPH (b)
[X] 60 DAYS AFTER FILING [ ] ON JULY 7, 1997
PURSUANT TO PARAGRAPH PURSUANT TO PARAGRAPH
(a)(1) (a)(1)
[ ] 75 DAYS AFTER FILING [ ] ON (DATE) PURSUANT TO
PURSUANT TO PARAGRAPH PARAGRAPH (a)(2) OF
(a)(1) RULE 485
IF APPROPRIATE, CHECK THE FOLLOWING BOX:
[ ] THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE
<PAGE> 2
FOR A PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT.
<PAGE> 3
PART A
<PAGE> 4
PROSPECTUS
AMERICAN HERITAGE GROWTH FUND, INC.
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 *________*, 1997, 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. The Securities and Exchange Commission maintains a web site
(http://www.sec.gov) that contains the Statement of Additional Information,
material incorporated by reference, and other information regarding registrants
that file electronically with the Securities and Exchange Commission.
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 *________*, 1997
<PAGE> 5
TABLE OF CONTENTS
PAGE NO.
Expense Summary .................................
Highlights ......................................
The Fund's Investment Objective, Policies and Risk
Factors ....................................
Investment Restrictions .............................
Management ..........................................
Determination of Net Asset Value ....................
How to Become an Investor in the Fund ...............
How to Redeem Shares ................................
Distribution of Income
Dividends and Realized Capital Gains........
Total Return ........................................
Shareholder Services ................................
Additional Facts ....................................
2
<PAGE> 6
EXPENSE SUMMARY
This table is designed to illustrate the various fees and expenses that
you, as an investor in the Fund, will incur.
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
<S> <C>
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% (1)
12b-1 fees ........................................... None
Other expenses........................................ 1.56% (2)
Total Fund operating expenses ............... 2.81% (2)
</TABLE>
(1) The fee, with respect to any average net assets in excess of
$100 million, will be 1% thereof.
(2) 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. The expenses in the table above and the
example below reflect such agreement. AHMC may terminate such agreement at any
time provided that written notice of the termination is mailed to each of the
Fund's shareholders not less than fifteen days prior to the termination.
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
3
<PAGE> 7
no redemption fees of any kind, the expenses would be the same if no
redemption was made.
<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 years 10 years
$30 $90 $154 $324
</TABLE>
The purpose of the table and the example 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.
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 1, 1997, the value of the Fund's net assets
was approximately $1,500,000.
4
<PAGE> 8
HIGHLIGHTS
<TABLE>
<S> <C>
INVESTMENT The investment objective of the Fund is to
OBJECTIVE 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 No sales charge or load will be deducted from
CHARGE the amount invested. Accordingly, the Fund is
a "no load" Fund. See "How to Become an
Investor in the Fund."
MINIMUM The minimum initial investment is $1,000.
INVESTMENTS 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 American Heritage Management Corporation is
ADVISOR 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 This Prospectus relates to an offer for sale
STOCK of shares of capital stock, $.001 par value.
RETIREMENT The Fund offers a prototype Individual
PLANS Retirement Plan (IRA), as well as a prototype
Self-Employed Retirement Plan (KEOGH). See
"Shareholder Services."
</TABLE>
5
<PAGE> 9
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.
AMERICAN HERITAGE GROWTH FUND, INC.
FINANCIAL HIGHLIGHTS AND RELATED
RATIOS/SUPPLEMENTAL DATA
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
FOR THE FOR THE FOR THE PERIOD
YEAR ENDED YEAR ENDED FROM MAY 25, 1994**
JANUARY 31, JANUARY 31, THROUGH JANUARY 31,
1997 1996 1995
----------- ----------- -------------------
<S> <C> <C> <C>
1. Net asset value, beginning of period.......... $ 1.66 $ 3.57 $ 5.00
Income from investment operations:
2. Net investment income....................... .24 1.51 2.17
3. Net gains or (losses) on securities (both
realized and unrealized)....................... (.32) (.69) (1.24)
---------- ---------- ----------
4. Total from investment operations.............. (.08) .82 .93
Less distributions:
5. Dividends (from net investment income)...... (1.42) (2.73) (2.36)
6. Distributions (from capital gains).......... -- -- --
---------- ---------- ----------
7. Net asset value, end of period................ $ .16 $ 1.66 $ 3.57
========== ========== ==========
Total return..................................... (4.66)% 29.48% 30.42%*
Net assets, end of period........................ $2,240,860 $4,932,970 $ 3,898,560
Ratio of expenses to average net assets(1)....... 2.81% 2.62% 2.50%*
Ratio of net investment income to average net
assets......................................... 25.97% 44.46% 63.52%*
Portfolio turnover rate.......................... 1,378.14% 4,262.64% 3,213.89%
Average commission per share..................... $ .0627 $ .0388 N/A
</TABLE>
(1) If expense reimbursement from AHMC had not been in effect, the ratio of
expenses to average net assets would have been 4.82% for the year ended
January 31, 1997, and 3.94% for the year ended January 31, 1996, and 4.35%
for the period ended January 31, 1995. See "Expense Summary".
* Annualized
** Commencement of operations
N/A -- Disclosure not applicable to prior periods.
6
<PAGE> 10
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, 1996 and 1997.
<TABLE>
<CAPTION>
Amount of Average Average Average
Fiscal Debt Amount of Number of Amount of
Year Outstanding Debt Shares Debt Per
at End of Outstanding Outstanding Share
Fiscal Year During During the During the
Fiscal Year Fiscal Year Fiscal Year
<S> <C> <C> <C> <C>
1995 0 $ 27,756 388,217 $.0715
1996 $1,035,656 $105,159 1,399,457 $.0751
1997 $ 295,722 $ 94,076 4,503,223 $.0209
</TABLE>
The averages shown above were determined on a daily basis.
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. Purchases of
such securities entail greater than normal risk, including the risk that the
Fund may lose the total purchase price of such securities. The Fund's
7
<PAGE> 11
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, 1997, the Fund's portfolio turnover rate was approximately
1,378%. 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. If AHMC terminates its
agreement to reimburse the Fund for certain expenses, the Fund's expenses, as a
percentage of average net assets, can be expected to be higher than those of
substantially all other management investment companies. See "Expense Summary."
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"
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 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
8
<PAGE> 12
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.
9
<PAGE> 13
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 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,
10
<PAGE> 14
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.
MANAGEMENT'S DISCUSSION OF THE FUND'S PERFORMANCE
During the fiscal year ended January 31, 1997, the Fund's performance
was materially affected by poor results in its investments in the technology
and medical sectors as well as other small and mid-sized companies.
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
<PAGE> 15
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
<PAGE> 16
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
<PAGE> 17
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
<PAGE> 18
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
<PAGE> 19
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
<PAGE> 20
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
<PAGE> 21
<TABLE>
TOTAL TOTAL
REDEEMABLE REDEEMABLE
DATE VALUE VALUE
- --------- ------------ -----------
<C> <C> <C>
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
</TABLE>
<PAGE> 22
<TABLE>
TOTAL TOTAL
REDEEMABLE REDEEMABLE
DATE VALUE VALUE
- --------- ----------- -----------
<C> <C> <C>
01-May-96 16232 15065.91
02-May-96 16232 14810.50
03-May-96 16232 14770.68
04-May-96 16232 14770.68
05-May-96 16232 14770.86
06-May-96 16137 14753.32
07-May 96 16043 14695.00
08-May-96 16043 14649.05
09-May-96 16043 14868.28
10-May-96 16232 15023.02
11-May-96 16232 15023.02
12-May-96 16232 14023.02
13-May-96 16236 15242.00
14-May-96 16420 15339.79
15-May-96 16515 15337.92
16-May-96 16603 15328.44
17-May-96 16703 15426.30
18-May-96 16703 15426.30
19-May-96 16703 15426.30
20-May-96 16703 15567.17
21-May-96 16609 15558.31
22-May-96 16609 15691.38
23-May-96 16609 15638.31
24-May-96 16703 15699.70
25-May-96 16703 15699.70
26-May-96 16703 15699.70
27-May-96 16703 15699.70
28-May-96 16609 15554.48
29-May-96 16328 15450.89
30-May-96 16420 15540.76
31-May-96 16515 15467.14
01-Jun-96 16515 15497.14
02-Jun-96 16515 15497.14
03-Jun-96 16326 15463.93
04-Jun-96 16420 15577.78
05-Jun-96 16515 15516.29
06-Jun-96 16326 15595.73
07-Jun-96 16137 15602.43
08-Jun-96 16137 15602.43
09-Jun-96 16137 15602.43
10-Jun-96 16043 15576.50
11-Jun-96 16137 15548.04
12-Jun-96 16232 15511.15
13-Jun-96 15854 15488.15
</TABLE>
<PAGE> 23
<TABLE>
TOTAL TOTAL
REDEEMABLE REDEEMABLE
DATE VALUE VALUE
- --------- ----------- -----------
<C> <C> <C>
14-Jun-96 15665 15438.30
15-Jun-96 15665 15438.30
16-Jun-96 15665 15438.30
17-Jun-96 15665 15422.03
18-Jun-96 15477 15351.28
19-Jun-96 15382 15340.12
20-Jun-96 15194 15352.97
21-Jun-96 15099 15463.23
22-Jun-96 15099 15463.23
23-Jun-96 15099 15463.23
24-Jun-96 15099 15510.19
25-Jun-96 15099 15501.72
26-Jun-96 14910 15411.66
27-Jun-96 14722 15500.38
28-Jun-96 14910 15556.82
29-Jun-96 14910 15556.82
30-Jun-96 14910 15556.82
01-Jul-96 15005 15681.07
02-Jul-96 14910 15631.48
03-Jul-96 14910 15633.59
04-Jul-96 14910 15633.59
05-Jul-96 14627 15256.65
06-Jul-96 14627 15256.65
07-Jul-96 14627 15256.65
08-Jul-96 14533 15147.67
09-Jul-96 14533 15200.38
10-Jul-96 14344 15231.52
11-Jul-96 14155 14991.78
12-Jul-96 14061 15005.34
13-Jul-96 14061 15005.34
14-Jul-96 14061 15005.34
15-Jul-96 13872 14624.77
16-Jul-96 13664 14591.58
17-Jul-96 13872 14725.32
18-Jul-96 13967 14947.05
19-Jul-96 13778 14834.92
20-Jul-96 13778 14834.92
21-Jul-96 13778 14834.92
22-Jul-96 13684 14719.77
23-Jul-96 13495 14550.72
24-Jul-96 13305 14564.98
25-Jul-96 13495 14660.04
26-Jul-96 13589 14769.97
27-Jul-96 13589 14769.97
28-Jul-96 13589 14769.97
29-Jul-96 13495 14556.09
30-Jul-96 13495 14757.63
31-Jul-96 13495 14671.16
01-Aug-96 13684 15106.16
02-Aug-96 13872 15396.93
03-Aug-96 13872 15396.93
04-Aug-96 13872 15396.93
05-Aug-96 13872 15347.70
06-Aug-96 13872 15398.09
</TABLE>
<PAGE> 24
<TABLE>
TOTAL TOTAL
REDEEMABLE REDEEMABLE
DATE VALUE VALUE
- ---------- ---------- ------------
<C> <C> <C>
07-Aug-96 14061E 15441.70
08-Aug-96 14155 15405.62
09-Aug-96 14250E 15398.05
10-Aug-96 14250 15398.06
11-Aug-96 14250 15398.06
12-Aug-96 14250 15484.20
13-Aug-96 14081 15358.82
14-Aug-96 14081 15404.21
15-Aug-96 14061 15410.49
16-Aug-96 13967 15480.49
17-Aug-96 13967 15480.49
18-Aug-96 13967 15480.49
19-Aug-96 13967 15512.83
20-Aug-96 13967 15493.56
21-Aug-96 13967 15481.09
22-Aug-96 14061 15812.09
23-Aug-96 14155 15527.69
24-Aug-96 14155 15527.69
25-Aug-96 14155 15527.69
26-Aug-96 14533 15454.41
27-Aug-96 14627 15513.19
28-Aug-96 14722 15480.22
29-Aug-96 14722 15380.33
30-Aug-96 14627 15184.05
31-Aug-96 14627 15184.65
01-Sep-96 14627 15184.65
02-Sep-96 14627 15184.65
03-Sep-96 14533 15246.48
04-Sep-96 14772 15275.33
05-Sep-96 14439 15132.90
06-Sep-96 14722 15278.52
07-Sep-96 14722 15278.52
08-Sep-96 14722 15279.52
09-Sep-96 14818 15460.06
10-Sep-96 14722 15471.19
11-Sep-96 14722 15554.97
12-Sep-96 14910 15850.25
13-Sep-96 14910 15869.23
14-Sep-96 14910 15869.23
15-Sep-96 14910 15869.23
16-Sep-96 14816 15963.85
17-Sep-96 15005 15834.00
18-Sep-96 15005 15900.36
19-Sep-96 15194 15936.09
20-Sep-96 15382 16030.64
21-Sep-96 15382 16030.64
22-Sep-96 15382 16030.64
23-Sep-96 15194 16016.66
24-Sep-96 15288 15098.70
25-Sep-96 15288 16004.45
26-Sep-96 15571 16010.19
27-Sep-96 15571 16016.24
28-Sep-96 15571 16018.24
29-Sep-96 15571 16018.24
</TABLE>
<PAGE> 25
<TABLE>
TOTAL TOTAL
REDEEMABLE REDEEMABLE
DATE VALUE VALUE
- --------- ----------- ----------
<C> <C> <C>
30-Sep-96 15477 16044.74
01-Oct-96 15382 16036.13
02-Oct-96 15194 16203.85
03-Oct-96 15099 16175.30
04-Oct-96 15382 16378.38
05-Oct-96 15382 16378.38
06-Oct-96 15382 16378.38
07-Oct-96 15288 16423.94
08-Oct-96 15288 16363.72
09-Oct-96 15571 16275.11
10-Oct-96 15665 16226.75
11-Oct-96 15760 16369.49
12-Oct-96 15760 16369.49
13-Oct-96 15760 16369.49
14-Oct-96 15760 16438.18
15-Oct-96 15665 16415.65
16-Oct-96 15571 16458.96
17-Oct-96 15477 16521.45
18-Oct-96 15477 16611.19
19-Oct-96 15477 16611.19
20-Oct-96 15477 16611.19
21-Oct-96 15288 16585.57
22-Oct-96 15288 16511.97
23-Oct-96 15477 16526.93
24-Oct-96 15665 16412.62
25-Oct-96 15665 16380.67
26-Oct-96 15665 16380.67
27-Oct-96 15665 16380.67
28-Oct-96 15571 16295.21
29-Oct-96 15382 16396.24
30-Oct-96 15477 16388.51
31-Oct-96 15665 16490.27
01-Nov-96 15571 16457.30
02-Nov-96 15571 16457.30
03-Nov-96 15571 16457.30
04-Nov-96 15382 16520.04
05-Nov-96 15477 16701.38
06-Nov-96 15854 16949.18
07-Nov-96 16043 17024.18
08-Nov-96 16043 17099.87
09-Nov-96 16043 17099.87
10-Nov-96 16043 17099.87
11-Nov-96 15854 17125.98
12-Nov-96 15854 17073.91
13-Nov-96 15854 17115.08
14-Nov-96 15949 17227.88
15-Nov-96 15571 17269.79
16-Nov-96 15571 17269.79
17-Nov-96 15571 17269.79
18-Nov-96 15571 17257.10
19-Nov-96 15382 17377.74
20-Nov-96 15382 17422.81
21-Nov-96 15477 17395.08
22-Nov-96 15665 17535.44
</TABLE>
<PAGE> 26
<TABLE>
TOTAL TOTAL
REDEEMABLE REDEEMABLE
DATE VALUE VALUE
- --------- ---------- ----------
<C> <C> <C>
23-Nov-96 15665 17535.44
24-Nov-96 15665 17535.44
25-Nov-96 15665 17730.85
26-Nov-96 15477 17709.84
27-Nov-96 15571 17690.26
28-Nov-96 15571 17690.28
29-Nov-96 15571 17738.30
30-Nov-96 15571 17738.30
01-Dec-96 15571 17738.30
02-Dec-96 15760 17727.85
03-Dec-96 15760 17534.13
04-Dec-96 15760 17464.35
05-Dec-96 15760 17449.51
06-Dec-96 15571 17338.77
07-Dec-96 15571 17338.77
08-Dec-96 15571 17338.77
09-Dec-96 15949 17577.19
10-Dec-96 15665 17525.27
11-Dec-96 15477 17368.10
12-Dec-96 15382 17105.07
13-Dec-96 15194 17089.77
14-Dec-96 15194 17089.77
15-Dec-96 15194 17089.77
16-Dec-96 14722 18810.72
17-Dec-96 14910 17029.45
18-Dec-96 15099 17159.35
19-Dec-96 15005 17491.45
20-Dec-96 14910 17556.93
21-Dec-96 14910 17556.93
22-Dec-96 14910 17566.93
23-Dec-96 13635 17521.21
24-Dec-96 13606 17618.33
25-Dec-96 13806 17618.33
26-Dec-96 14407 17731.40
27-Dec-96 14407 17761.62
28-Dec-96 14407 17761.62
29-Dec-96 14407 17761.62
30-Dec-96 14178 17692.94
31-Dec-96 14289 17387.50
01-Jan-97 14289 17387.50
02-Jan-97 14334 17300.91
03-Jan-97 14505 17560.02
04-Jan-97 14505 17560.02
05-Jan-97 14505 17560.02
06-Jan-97 14521 17551.38
07-Jan-97 14636 17683.48
08-Jan-97 14684 17575.02
09-Jan-97 14749 17728.65
10-Jan-97 14878 17838.25
11-Jan-97 14878 17838.25
12-Jan-97 14878 17838.25
13-Jan-97 14739 17837.58
14-Jan-97 15119 18057.25
15-Jan-97 14963 18098.52
</TABLE>
<PAGE> 27
<TABLE>
TOTAL TOTAL
REDEEMABLE REDEEMABLE
DATE VALUE VALUE
- ----------- ---------- --------
<C> <C> <C>
16-Jan-97 14674 18078.97
17-Jan-97 14680 18230.53
18-Jan-97 14680 18230.53
19-Jan-97 14680 18230.53
20-Jan-97 14935 18243.75
21-Jan-97 14805 18305.20
22-Jan-97 15073 18469.01
23-Jan-97 14965 18265.63
24-Jan-97 14894 18100.54
25-Jan-97 14913 18100.54
26-Jan-97 14650 18100.54
27-Jan-97 14657 17971.62
28-Jan-97 14681 17973.03
29-Jan-97 14657 18152.16
30-Jan-97 14681 18428.70
31-Jan-97 14520 18477.95
01-Feb-97 14520 18477.95
02-Feb-97 14520 18477.95
03-Feb-97 14705 18493.11
04-Feb-97 14596 18553.99
05-Feb-97 14430 18298.97
06-Feb-97 14435 18348.70
07-Feb-97 14483 18570.25
08-Feb-97 14483 18570.25
09-Feb-97 14483 18570.25
10-Feb-97 14475 18473.85
11-Feb-97 14529 18571.74
12-Feb-97 14593 18868.77
13-Feb-97 14538 19101.84
14-Feb-97 14454 19023.86
15-Feb-97 14454 19023.86
16-Feb-97 14454 19023.86
17-Feb-97 14454 19023.86
18-Feb-97 14387 19211.44
19-Feb-97 14419 19124.01
20-Feb-97 14234 18896.00
21-Feb-97 14327 18873.00
22-Feb-97 14327 18873.00
23-Feb-97 14327 18873.00
24-Feb-97 14472 19073.44
25-Feb-97 14453 19114.80
26-Feb-97 14387 18968.74
27-Feb-97 14210 18722.40
28-Feb-97 14188 18622.77
01-Mar-97 14188 18622.77
02-Mar-97 14188 18622.77
03-Mar-97 14206 18728.71
04-Mar-97 14312 18628.75
05-Mar-97 14417 18894.90
06-Mar-97 14258 18818.50
07-Mar-97 14345 18967.68
08-Mar-97 14345 18967.68
09-Mar-97 14345 18967.68
10-Mar-97 14252 19172.54
</TABLE>
<PAGE> 28
<TABLE>
TOTAL TOTAL
REDEEMABLE REDEEMABLE
DATE VALUE VALUE
- ---------- ---------- ----------
<C> <C> <C>
11-Mar-97 14238 19118.44
12-Mar-97 14258 18955.99
13-Mar-97 14044 18613.22
14-Mar-97 14271 18698.46
15-Mar-97 14271 18698.46
16-Mar-97 14271 16698.46
17-Mar-97 14148 16759.17
18-Mar-97 14039 16616.87
19-Mar-97 13696 18525.42
20-Mar-97 13703 18452.82
21-Mar-97 13771 16487.20
22-Mar-97 13771 16487.20
23-Mar-97 13771 16487.20
24-Mar-97 13808 16647.67
25-Mar-97 13866 16608.50
26-Mar-97 14057 16644.64
27-Mar-97 14057 18252.63
28-Mar-97 14057 18252.63
29-Mar-97 14057 18252.63
30-Mar-97 14057 18252.63
31-Mar-97 13394 17857.00
</TABLE>
Past performance is not predictive of future performance.
11
<PAGE> 29
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.
(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
12
<PAGE> 30
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.
Richard K. Parker, who controls 10% of the outstanding capital stock
of AHMC, is a Managing Director of Bear, Stearns & Co. Inc. 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 controls 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
13
<PAGE> 31
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 for a more complete description of the Fund's policies
with respect to portfolio transactions.
Each member of the Board of Directors of the Fund is also a director of
AHF. 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.
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
14
<PAGE> 32
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. The Fund will not issue share certificates.
Each purchase of shares will be confirmed by the Fund in writing to the
purchaser.
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. 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.
15
<PAGE> 33
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.
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.
16
<PAGE> 34
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 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.
17
<PAGE> 35
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 eligible for sale 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.
ADDITIONAL FACTS
ORGANIZATION
The Fund was organized on February 14, 1994 under the laws of the State
of New York.
18
<PAGE> 36
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.
19
<PAGE> 37
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>
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 & ----------------------------------------------------------------------------------
Others Name of corporation or partnership. If a trust, 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> 38
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.
<TABLE>
<S> <C>
-------------------------------------------------
------------------------------------------------- ----------------------------------------------------
Social Security or Taxpayer Identification Number Citizenship -- If other than U.S.A.
</TABLE>
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>
- --------------------------------------------------------------------------------
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.
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?
-------------
- --------------------------------------------------------------------------------
797
<PAGE> 39
<TABLE>
<S> <C>
======================================================= ================================================================
AMERICAN HERITAGE AMERICAN HERITAGE
GROWTH FUND, INC. GROWTH FUND, INC.
1370 Avenue of the Americas [LOGO]
New York, New York 10019
BOARD OF DIRECTORS PROSPECTUS
John O. Koehler
Eugene Saver
Heiko H. Thieme
INVESTMENT ADVISOR
American Heritage Management Corporation
July __, 1997
======================================================= ================================================================
</TABLE>
<PAGE> 40
PART B
<PAGE> 41
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 *________*, 1997. A copy
of the Fund's Prospectus may be obtained from the Fund without charge at the
address set forth above.
*________*, 1997
B-1
<PAGE> 42
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
<S> <C>
Brokerage Allocation and Other Practices
Purchase of Certain Debt Securities
Investment Restrictions
Management
Control Persons and Principal Holders of Securities
Investment Advisory and Other Services
Total Return
Custodian
Independent Accountants
Transfer Agent
Financial Statements
</TABLE>
B-2
<PAGE> 43
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> 44
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."
During the fiscal year ended January 31, 1997, the Fund paid an
aggregate of approximately $138,000 in brokerage commissions of which
approximately $115,000 was paid to Bear Stearns which represented approximately
84% of the total brokerage commissions paid by the Fund during such year. During
the same year, approximately 92% 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 charged by Bear Stearns
to the Fund on certain short term trades. During the same fiscal year, the Fund
paid brokerage commissions of $320 to TSI which represented approximately .2% of
the total brokerage commissions paid by the Fund during such year. During the
same year, approximately .02% of the Fund's aggregate dollar transactions
involving the payment of brokerage commissions were effected through TSI. The
difference in the percentage of brokerage commissions paid to and the percentage
of the dollar amount of transactions effected through TSI is primarily a result
of the relatively low price of the security in the transaction effected through
TSI. Richard K. Parker received compensation of approximately $37,000 from Bear
Stearns in connection with brokerage commissions paid to it by the Fund during
the fiscal year ended January 31, 1997.
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
B-4
<PAGE> 45
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 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
B-5
<PAGE> 46
(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:
(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.
<TABLE>
<CAPTION>
Name and Address Positions Held With Principal Occupation(s)
the Fund During the Past Five
Years
<S> <C> <C>
</TABLE>
B-6
<PAGE> 47
<TABLE>
<S> <C> <C>
Heiko H. Thieme* Chairman of the Chairman of the Board
1370 Avenue of the Board of Directors, of Directors, Chief
Americas Chief Executive Executive Officer and
New York, NY Officer and Secretary of the Fund
Secretary 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.
Chief Executive Officer
of The Thieme Fonds
since May 1994.
Consultant/Strategist
for Deutsche Bank A.G.
from 1989 until
December 1993.
John O. Koehler Director Chief Executive Officer
One Strawberry of Koehler Inter-
Hill Avenue - 14H national, Ltd. (con-
Stamford, CT sultant on public affairs,
analysis, communica-
tions, planning and
crisis management)
</TABLE>
B-7
<PAGE> 48
<TABLE>
<S> <C> <C>
Eugene Sarver Director Associate Professor of
241 W. 97th St. Finance of Lubin School
New York, NY of Business - Graduate
Division, Pace
University until
October 1996.
Subsequent thereto,
sole proprietor of
Sarver International
(financial and
economic consulting)
and Associate of
Intercap
Investments, Inc.
</TABLE>
* An "Interested person" as defined in the Investment Company Act of 1940.
Dr. Sarver and Mr. Thieme have served as members of the Board of
Directors since February 1990. Mr. Koehler became a member of the Board of
Directors in May 1997. Each of the Fund's Directors is also a member of the
Board of Directors of AHF.
Thieme Consulting, Inc., which is wholly owned by Mr. Thieme, provides
consulting services to a company whose securities are held by the Fund and
receives compensation therefor. Similar arrangements may be made with other
companies whose securities may become held by the Fund.
During the fiscal year ended January 31, 1997, no cash compensation was
paid by the Fund to its executive officers or Directors.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
On June 2, 1997, Auer Von Welsbach, 9201 Krumperdorf, Bauptstrasse
118, Austria owned of record and beneficially approximately 8% of the shares of
the Fund's outstanding capital stock. On the same date, National Financial
Services, Inc., P.O. Box 3908, New York, NY 10008, owned of record
approximately 6% of the shares of the Fund's outstanding capital stock.
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. See
"Mangement". Northern Westchester Industries, Inc., a corporation which is
wholly owned by Richard K. Parker, is the record and beneficial owner of 10%
of the outstanding capital stock
B-8
<PAGE> 49
of AHMC.
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, 1996 and 1997, the
Fund incurred investment advisory fees to AHMC of $15,189, $59,258 and $51,874,
respectively. Such fees were not paid, however, pursuant to the prior 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, $3,278 and
$31,128 for the respective fiscal years ended January 31, 1995, 1996 and 1997
in connection with such prior agreement.
During the Fund's fiscal year ended January 31, 1997, 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, 1997 and for the fiscal year ended January 31, 1997 was approximately 16.1%
and -4.7%, 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
B-9
<PAGE> 50
correspondence with respect to shareholder accounts and processes redemptions.
FINANCIAL STATEMENTS
The Fund's Annual Reports for the fiscal years ended January 31, 1996
and 1997 are being furnished with this Statement of Additional Information and
are hereby incorporated by reference.
B-10
<PAGE> 51
PART C
<PAGE> 52
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements (1)
Financial Highlights and Related Ratios/Supplemental Data
Statement of Assets and Liabilities at January 31, 1997
Schedule of Investments in Securities at January 31, 1997
Statement of Operations for the fiscal years ended
January 31, 1996 and 1997
Statement of Changes in Net Assets for the fiscal years
ended January 31, 1996 and 1997
Footnotes to Financial Statements
Report of Independent Certified Public accountants
(1) Financial Highlights and Related
Ratios/Supplemental Data are included in
Part A of this Post-Effective Amendment. All
other items are incorporated by reference in
Part B of this Post-Effective Amendment.
(b) Exhibits
1. Certificate of Incorporation.*
2. By-Laws.**
3. Not Applicable.
4. Specimen Common Stock Certificate.*
5. Amended Form of Investment Advisory Agreement by
and between the Registrant and American Heritage
Management Corporation.**
6. Not Applicable.
7. Not Applicable.
C-1
<PAGE> 53
8. Custodian Agreement of April 28, 1994 by and between the
Registrant and Star Bank, N.A.*
9(a). Form of Shareholder Servicing Agent Agreement by and between
the Registrant and American Data Services, Inc.**
9(b). Form of Fund Accounting Service Agreement by and between the
Registrant and American Data Services, Inc.**
10. Not applicable.
11. Consent of Landsburg Platt Raschiatore & Dalton.
12. Not Applicable.
13. Not Applicable.
14. Not Applicable.
15. Not Applicable.
16. Schedule of computation of performance quotation.***
17. Financial Data Schedule.***
18. Not Applicable.
- --------------
* Filed as Exhibit to Registration Statement on Form N-1A.
** Filed as Exhibit to Pre-Effective Amendment 1 to
Registration Statement on Form N-1A.
*** Filed as Exhibit to Post-Effective Amendment No. 4 to
Registration Statement on Form N-1A.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
On April 2, 1997, the shares of the Registrant's outstanding capital
stock were held by 917 record holders.
C-2
<PAGE> 54
ITEM 27. INDEMNIFICATION
Pursuant to the Registrant's Certificate of Incorporation and By-Laws,
each director, officer and employee of the Registrant shall be indemnified by
the Registrant in connection with any proceeding in which he has been made a
party by reason of such capacity other than for liabilities resulting from
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office. Pursuant to a contract of
insurance, which the Registrant intends to obtain, each of the Registrant's
directors, officers and employees and its investment advisor will be insured
against claims based upon any breach of duty, neglect, error, misstatement,
misleading statement, omission or act wrongfully done or attempted other than
actual or alleged fraud, dishonesty criminal or malicious acts or omissions
unless such allegations are subsequently disproved.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
Reference is made to the disclosure under the caption "Management" with
respect to Mr. Thieme in Part B of this Registration Statement.
ITEM 29. PRINCIPAL UNDERWRITERS
Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
As used herein, the term "records" shall refer to accounts, books or
other documents.
The Registrant maintains physical possession of each record set forth
in Rule 31a-1(b)(1) under the Investment Company Act of 1940 (the "Act") at 1370
Avenue of the Americas, New York, New York 10019, except that records relating
to receipts and deliveries of portfolio securities are in the physical
possession of Star Bank, N.A., 425 Walnut Street, ML 5127, Cincinnati, Ohio
45202 and records relating to securities issued by the Registrant are in the
physical possession of American Data Services, Inc., 24 West Carver Street,
Huntington, New York 11743 ("ADS").
The records referred to in Rule 31a-1(b)(2)(i)(a), (b) and (c) under
the Act are in the physical possession of Star Bank, N.A.
The records referred to in Rule 31a-1(a) and Rule 31a-1(b)(2)(i)(d),
(e) and (f) under the Act are in the physical possession of ADS.
The records referred to in Rule 31a-1(b)(2)(ii), (iii) and (iv) and
Rule 31a- 1(b)(3) and (8) under the Act are in the physical possession of ADS.
C-3
<PAGE> 55
The records referred to in Rule 31a-1(b)(2)(iv) and Rule 31a-1(b)(11)
under the Act are in the physical possession of ADS.
The records referred to in Rule 31a-1(b)(4), (5), (6), (7), (9), (10)
and (11) under the Act will be in the physical possession of the Registrant.
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
Not applicable.
C-4
<PAGE> 56
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and the State of New York on the 4th day
of June, 1997.
AMERICAN HERITAGE GROWTH FUND, INC.
By: /s/ Heiko H. Thieme
_________________________________
Heiko H. Thieme, Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Heiko H. Thieme
______________________ Chief June 4, 1997
Heiko H. Thieme Executive
Officer,
Principal
Financial and
Accounting
Officer and
Director
/s/ John O. Koehler
______________________ Director June 4, 1997
John O. Koehler
/S/ Eugene Sarver
______________________ Director June 4, 1997
Eugene Sarver
</TABLE>
C-5
<PAGE> 57
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
(1) Financial Highlights and Related
Ratios/Supplemental Data are included in
Part A of this Post-Effective Amendment. All
other items are incorporated by reference in
Part B of this Post-Effective Amendment.
(b) Exhibits
1. Certificate of Incorporation.*
2. By-Laws.**
3. Not Applicable.
4. Specimen Common Stock Certificate.*
5. Amended Form of Investment Advisory Agreement by
and between the Registrant and American Heritage
Management Corporation.**
6. Not Applicable.
7. Not Applicable.
8. Custodian Agreement of April 28, 1994 by and between the
Registrant and Star Bank, N.A.*
9(a). Form of Shareholder Servicing Agent Agreement by and between
the Registrant and American Data Services, Inc.**
9(b). Form of Fund Accounting Service Agreement by and between the
Registrant and American Data Services, Inc.**
10. Not applicable.
11. Consent of Landsburg Platt Raschiatore & Dalton.
12. Not Applicable.
13. Not Applicable.
14. Not Applicable.
15. Not Applicable.
16. Schedule of computation of performance quotation.***
17. Financial Data Schedule.***
18. Not Applicable.
- --------------
* Filed as Exhibit to Registration Statement on Form N-1A.
** Filed as Exhibit to Pre-Effective Amendment 1 to
Registration Statement on Form N-1A.
*** Filed as Exhibit to Post-Effective Amendment 1 to
Registration Statement on Form N-A.
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Exhibit 11
[LANDSBURG PLATT RASCHIATORE & DALTON LETTERHEAD]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the inclusion by reference to Post Effective Amendment No. 5 on
Form N-1A of American Heritage Growth Fund, Inc. of our report dated February
28, 1997 on our examination of the Financial Statements of such company. We
also consent to the reference to our firm in such Registration Statement.
/s/ LANDSBURG PLATT RASCHIATORE & DALTON
June 2, 1997
