AMERICAN HERITAGE GROWTH FUND INC
485APOS, 2000-05-25
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-1A

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]


                        POST-EFFECTIVE AMENDMENT NO.  9    [X]


            REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT [X]
                                     OF 1940


                        AMENDMENT NO. 9                    [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)



IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX):


[ ]   IMMEDIATELY UPON FILING PURSUANT TO    [ ] ON (DATE) PURSUANT TO PARAGRAPH
       PARAGRAPH (b)                              (b)

[X]   60 DAYS AFTER FILING PURSUANT TO       [ ] ON (DATE) PURSUANT TO PARAGRAPH
      PARAGRAPH (a)(1)                            (a)(1)

[ ]   75 DAYS AFTER FILING PURSUANT TO       [ ] ON (DATE) PURSUANT TO PARAGRAPH
      PARAGRAPH (a)(1)                            (a)(2) OF RULE 485

IF APPROPRIATE, CHECK THE FOLLOWING BOX:

[ ]   THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE FOR A
      PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT.




<PAGE>   2

                                     PART A




<PAGE>   3

                       AMERICAN HERITAGE GROWTH FUND, INC.

                                   PROSPECTUS

                                   ----------


           We are a no-load mutual fund which seeks growth of capital.



AS WITH ALL MUTUAL FUNDS, NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.



                                 *_______*, 2000





<PAGE>   4

                                TABLE OF CONTENTS

RISK/RETURN SUMMARY..........................................................3

INVESTMENT OBJECTIVE AND PRINCIPALINVESTMENT STRATEGIES......................7

FINANCIAL HIGHLIGHTS.........................................................8

MANAGEMENT'S DISCUSSION OF OUR PERFORMANCE...................................8

MANAGEMENT...................................................................8

PRICING OF SHARES............................................................9


PROCEDURES FOR BUYING SHARES.................................................9



PROCEDURES FOR REDEEMING SHARES.............................................10


DISTRIBUTIONS AND TAXES.....................................................11

SHAREHOLDER SERVICES........................................................11

CUSTODIAN AND TRANSFER AGENT................................................12




<PAGE>   5
                               RISK/RETURN SUMMARY

INVESTMENT OBJECTIVE


Our objective is to obtain growth of capital by investing primarily in common
stocks and securities convertible into or exchangeable for common stock.


PRINCIPAL INVESTMENT STRATEGIES

We invest in companies with medium and large market capitalizations which we
believe have greater than average potential for capital growth. We also intend
to continue to invest in small and virtually unknown companies, including
companies that have never earned a profit.


Fundamental analysis plays the most important role in choosing the stocks that
we decide to purchase. We review both the available financial data as well as
the experience of the management. In the case of lesser known companies, we
often meet with their management before we make a positive investment decision.
We make our assessment of the growth potential of individual companies after our
review.



We generally identify companies as potential investments based upon our belief
in their future growth potential and the actual share price. Our intention is to
identify companies which promise a price appreciation over the following 12
months of at least 20%. We also consider companies that have fallen out of favor
and might not immediately recover to previous levels.


PRINCIPAL RISKS


Investing in securities is inherently risky, and there is no guarantee that we
will achieve our investment objective. In fact, you could lose money by
investing in us. The principal risks include:


- -      MARKET RISKS. The price of particular securities may fall because of
       declines in the stock market regardless of the success of individual
       companies' businesses.


- -      Risks Related to Unlisted Securities. We may invest in securities not
       listed in the Standard and Poor's 500 Index. These securities may perform
       poorly and the Standard and Poor's 500 Index as well as other recognized
       indices may outperform us.



- -      UNDERVALUED SECURITIES. We may purchase securities that we believe the
       market undervalues in relation to their actual worth. We assume that the
       market will ultimately recognize the actual worth of these companies,
       thus causing their stock prices to rise. The market may, however,
       indefinitely undervalue these securities, causing their prices to remain
       the same or decline. In addition, our belief that the securities are
       undervalued may be incorrect.


- -      SECURITIES PAYING LITTLE OR NO DIVIDENDS. We often purchase the
       securities of




<PAGE>   6

       companies that expect their earnings to rise and which pay little, if
       any, dividends. Those securities are risky because their stock prices
       often decline in market downturns.


- -      SPECULATIVE SECURITIES. From time to time we purchase securities issued
       by companies which are speculative. These securities may lose all or
       substantially all their value. In addition, because earnings, if any,
       tend to be less predictable, market prices are more volatile and the
       speculative securities less liquid than those of larger, more established
       companies. In the case of speculative debt securities, 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
       we believe that the prospect of capital appreciation outweighs the risk
       of investment. The risk of investing in those securities, as well as
       other debt securities, can be substantial because their value is based
       upon the ability of the issuer to make all required payments of interest
       and principal.


- -      MONEY MARKET SECURITIES. Under adverse market conditions, we could invest
       some or all of our assets in money market securities. Although we would
       do so only in seeking to avoid losses, it could reduce the benefit from
       any upswing in the market.


- -      EXPENSES. Because of our extremely small size, our aggregate annual
       operating expenses as a percentage of our net assets may be substantially
       higher than those of most other mutual funds. Prior to November 5, 1999,
       our investment advisor was required to reimburse us to the extent that
       those expenses, exclusive of interest, taxes, brokerage commissions,
       extraordinary expenses and a portion of our custodian fees attributable
       to investments in foreign countries, exceeded 2.5% of our average net
       assets. Our investment advisor does not intend to reimburse us for any
       expenses incurred by us since that date.


- -      SHORT TERM TRADING. This practice may increase capital gains
       distributions, which in turn would increase your tax liability. Frequent
       trading will also increase our transaction costs, which may reduce our
       investment performance.


       CHANGE IN MARKET PHILOSOPHY. Our principal investment strategies may fall
       out of favor in the securities markets which would adversely affect our
       performance.


        An investment in our shares is not a complete investment program.

PAST PERFORMANCE


The bar chart and performance table below illustrate some of the risks of
investing in our shares. The bar chart shows the changes in our performance from
year to year since January 1, 1995 to December 31, 1999. The performance table
shows how our total return for calendar year ended December 31, 1999 and average
annual total return the five calendar years ended December 31, 1999 and from May
25, 1994 , the date we began our operations, through December 31, 1999





<PAGE>   7

compared with those of the Standard and Poor's 500 Index, a broad measure of
market performance. When you review the chart and table, be aware that past
investment performance does not necessarily indicate how we will perform in the
future.



<TABLE>
<CAPTION>
                  ANNUAL TOTAL RETURNS FOR EACH CALENDAR YEAR
<S>                          <C>
       1995                    24.21%
       1996                    -1.03%
       1997                    -2.71%
       1998                   -13.02%
       1999                    25.33%
</TABLE>

                ANNUAL TOTAL RETURNS FOR EACH FULL CALENDAR YEAR


During the periods shown above, our best quarter ended on December 31, 1998 when
we had a return of approximately 20% and our worst quarter ended on September
30, 1998 when we had a return of approximately -31%. Our total return from
January 1, 2000 to March 31, 2000 was approximately 14%.



                          AVERAGE ANNUAL TOTAL RETURNS

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
                                      ONE YEAR                  FIVE YEARS                  LIFE OF THE FUND
                                 -----------------------------------------------------------------------------
                                     Year Ended              Five years Ended                May 25, 1994 to
                                  December 31, 1999            December 31,                 December 31, 1999
                                                                  1999
- --------------------------------------------------------------------------------------------------------------
<S>                                    <C>                      <C>                            <C>
         Fund                           25.3%                     5.4%                           7.7%
- --------------------------------------------------------------------------------------------------------------
        S&P 500                         21.0%                    28.8%                          25.8%
- --------------------------------------------------------------------------------------------------------------
</TABLE>


SHAREHOLDER FEES AND EXPENSES


THE FOLLOWING TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY
AND HOLD OUR SHARES.


SHAREHOLDER FEES
              (fees paid directly from your investment)

      Maximum sales charge (load) imposed on purchases
              (as a percentage of offering price)                      None

      Maximum deferred sales charge (load)
              (as a percentage of offering price)                      None

      Maximum sales charge (load) imposed on reinvested
              dividends (as a percentage of offering price)            None

      Redemption fee (as a percentage of amount redeemed)              None

      Exchange fee                                                     None



ANNUAL FUND OPERATING EXPENSES
              (expenses deducted from Fund assets)

      Management fees                                                  1.25% (1)




<PAGE>   8

      Distribution (12b-1) and service fees                               None


      Other expenses

                                                                          6% (2)

              Total annual Fund operating expenses                        6% (2)


- ------------


(1)    Our investment advisor has agreed to waive any investment advisory fees
       to the extent that our operating expenses exceed 2.5% of our average net
       assets after giving effect to the payment of the fee.



(2)    Prior to November 5, 1999, our investment advisor was required to
       reimburse us to the extent that our aggregate annual operating expenses
       as a percentage of our net assets, exclusive of interest, taxes,
       brokerage commissions, extraordinary expenses and a portion of our
       custodian fees attributable to investments in foreign countries, exceeded
       2.5% of our average net assets. Therefore, we have estimated our future
       total annual Fund operating expenses. We cannot assure you that our
       future annual expenses will not significantly exceed the amount that we
       have estimated. The estimated expenses do not include a management fee
       because of the waiver described in Note (1) above.



EXAMPLE

The example below is intended to help you compare the cost of investing in our
shares with the cost of investing in other mutual funds. The example assumes
that:

- -      you invest $10,000 for the time periods indicated;

- -      you redeem all your shares at the end of those time periods;

- -      your investment has a 5% return each year; and

- -      our operating expenses remain the same.

Although your actual costs may be higher or lower, under these assumptions your
costs would be:


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
  Number             1                    3                      5                      10
 of Years
- ---------------------------------------------------------------------------------------------
<S>                <C>                <C>                    <C>                     <C>
                    $630               $1,866                 $3,069                  $5,944
- ---------------------------------------------------------------------------------------------
</TABLE>

                       INVESTMENT OBJECTIVE AND PRINCIPAL




<PAGE>   9


                              INVESTMENT STRATEGIES



Our investment objective is to obtain growth of capital. Our investment
objective cannot be changed without shareholder approval. Although we use income
to evaluate our investments, we do not invest for income. We seek capital
appreciation by investing primarily in companies that we believe have above
average potential for growth or whose securities are undervalued in the market.



Under normal circumstances, more than 80% of the value of our assets, 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. We intend to invest primarily in
securities issued by companies with medium and large market capitalizations. We
also intend to continue to make speculative investments in small and virtually
unknown companies, including companies that have never earned a profit.



Although not one of our principal investment strategies, we 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. Debt securities we purchase may not be "investment grade." Debt
securities in the lowest category of investment grade debt may have speculative
characteristics and changes in economic conditions or other circumstances are
more likely to lead to a weakened capacity to make principal and interest
payments than is the case with higher grade debt securities. Debt securities
which are not "investment grade"may include obligations of issuers that are in
default or in bankruptcy. Naturally, the risk of investing in those securities,
as well as other debt securities, can be substantial because their value is
based upon the ability of the issuer to make all required payments of interest
and principal. Generally, debt securities which we believe to offer
opportunities for growth of capital, including securities referred to as "junk
bonds," may be purchased by us when we believe (a) interest rates will decline
and, therefore, the value of the debt securities will increase, or (b) their
market value is likely to appreciate due to factors affecting specific issuers.



We may engage in active, extensive and frequent trading.


We buy securities based upon our belief that the market has undervalued them in
relation to their actual worth or because of the potential growth of the issuer
of the securities. We often blend both approaches in making our selections. In
determining which securities to sell, we select securities which we believe will
not yield performance we seek based primarily upon the foregoing criteria.

We may, from time to time, take temporary defensive positions that are
inconsistent with our principal investment strategies in attempting to respond
to adverse market, economic, political, or other conditions. During any time
that we take a defensive position, we may not achieve our investment objective.
Although we normally invest according to our investment strategy, we may invest
without limitation in preferred stocks and investment-grade debt instruments for




<PAGE>   10

temporary, defensive purposes. We have taken defensive positions for relatively
long periods of time.

The value of our investments varies in response to many factors. Stock values
fluctuate in response to the activities of individual companies and general
market and economic conditions. Although we may use various investment
techniques to hedge a portion of our risks, we cannot assure you that these
techniques will work as we intend. We seek to spread investment risk by
diversifying our holdings among many companies and industries. When you sell or
redeem your shares, they may be worth more or less than what you paid for them.

                              FINANCIAL HIGHLIGHTS


The financial highlights table is intended to help you understand our financial
performance for the period of our operations. Certain information reflects
financial results for a single share. The total returns in the table represent
the rate that as investor would have earned or lost on an investment in our
shares (assuming reinvestment of all dividends and distributions). This
information has been audited by Mathieson Aitken Jemison, LLP, whose report,
along with our financial statements, are included in our annual report, which is
available upon request.



<TABLE>
<CAPTION>
                                                          For the          For the           For the           For the
                                                        year ended        year ended       year ended         year ended
                                                        January 31,      January 31,       January 31,       January 31,
                                                            2000            1999              1998              1997
<S>                                                    <C>              <C>              <C>              <C>
Net asset value, beginning of the period                   $0.13           $0.14             $0.16             $1.66
Income from investment operations
        Net investment income                               0.00            0.00              0.00              0.24
        Net losses on securities ( both realized
        and unrealized)                                     0.03           (0.01)            (0.01)            (0.32)
                                                           -----           -----             -----             -----
Total from investment operations                            0.03           (0.01)            (0.01)            (0.08)
Less distributions:
        Dividends (from net investment income)              0.00            0.00             (0.01)            (1.42)
        Distributions (from net realized gains on
        investments)                                        0.00            0.00              0.00              0.00
        Returns of capital                                  0.00            0.00              0.00              0.00
                                                           -----           -----             -----             -----
Total Distributions                                         0.00            0.00             (0.01)            (1.42)
                                                           -----           -----             -----             -----
Net asset value, end of period                             $0.16           $0.13             $0.14             $0.16
                                                           =====           =====             =====             =====

Total return                                              23.08%          (7.14)%            (9.00)%           (4.66)%
Net assets, end of period                              $663,826         $870,880        $1,162,294         $2,240,860
Ratio of expenses to average net assets                    4.83%            2.50%              2.67%             2.81%
Ratio of net income (loss) to average net assets         (3.18)%           (.94)%            (1.25)%            25.97%
Portfolio turnover rate                                  418.34%          274.25%            172.20%         1,378.14%


<CAPTION>
                                                           For the            For the period
                                                          year ended       from May 25, 1994**
                                                         January 31,       through January 31,
                                                            1996                  1995
<S>                                                   <C>                  <C>
Net asset value, beginning of the period                   $3.57                  $5.00
Income from investment operations
        Net investment income                               1.51                   2.17
        Net losses on securities ( both realized
        and unrealized)                                    (0.69)                 (1.24)
                                                           -----                  -----
Total from investment operations                            0.82                   0.93
Less distributions:
        Dividends (from net investment income)             (2.73)                 (2.36)
        Distributions (from net realized gains on
        investments)                                        0.00                   0.00
        Returns of capital                                  0.00                   0.00
                                                           -----                  -----
Total Distributions                                        (2.73)                 (2.36)
                                                           -----                  -----
Net asset value, end of period                             $1.66                  $3.57
                                                           =====                  =====

Total return                                                29.48%                30.42%  *
Net assets, end of period                              $4,932,970            $3,898,560
Ratio of expenses to average net assets                      2.62%                 2.50%  *
Ratio of net income (loss) to average net assets            44.46%                63.52%  *
Portfolio turnover rate                                  4,262.64%             3,213.89%
</TABLE>

*    Annualized

**   Commencement of Operations


                   MANAGEMENT'S DISCUSSION OF OUR PERFORMANCE


During our fiscal year ended January 31, 2000, the factors that materially
affected our performance were our focus on certain industry sectors and modest
sector rotation during that year.


                 COMPARISON OF A $10,000 INVESTMENT IN THE FUND
                  TO THE SAME INVESTMENT IN THE S&P 500 INDEX


<TABLE>
<CAPTION>
                AMERICAN
                HERITAGE
  DATE         GROWTH FUND     S&P 500 INDEX
<S>            <C>             <C>
25-May-94     $10,000       $10,000.00
26-May-94     $10,000       $10,015.78
27-May-94     $10,000       $10,023.67
28-May-94     $10,000       $10,023.67
29-May-94     $10,000       $10,023.67
30-May-94     $10,000       $10,023.67
31-May-94     $10,000       $10,005.91
01-Jun-94     $10,000       $10,031.25
02-Jun-94     $10,000       $10,034.03
03-Jun-94     $10,000       $10,088.91
04-Jun-94     $10,000       $10,088.91
05-Jun-94     $10,000       $10,088.91
06-Jun-94     $10,000       $10,063.61
07-Jun-94     $10,000       $10,049.49
08-Jun-94     $10,000       $10,024.40
09-Jun-94     $10,000       $10,046.59
10-Jun-94     $10,000       $10,064.45
11-Jun-94     $10,000       $10,064.45
12-Jun-94     $10,000       $10,064.45
13-Jun-94     $10,000       $10,074.35
14-Jun-94     $10,000       $10,146.61
15-Jun-94     $10,100       $10,108.49
16-Jun-94     $10,100       $10,138.16
17-Jun-94     $10,100       $10,061.79
18-Jun-94     $10,100       $10,061.79
19-Jun-94     $10,100       $10,061.79
20-Jun-94     $10,100        $9,996.76
21-Jun-94     $10,100        $9,905.98
22-Jun-94     $10,100        $9,944.43
23-Jun-94     $10,100        $9,868.56
24-Jun-94     $10,100        $9,722.98
25-Jun-94     $10,100        $9,722.98
26-Jun-94     $10,100        $9,722.98
27-Jun-94     $10,100        $9,823.30
28-Jun-94     $10,100        $9,798.55
29-Jun-94     $10,100        $9,833.81
30-Jun-94     $10,100        $9,760.43
01-Jul-94     $10,100        $9,805.05
02-Jul-94     $10,100        $9,805.05
03-Jul-94     $10,100        $9,805.05
04-Jul-94     $10,100        $9,805.05
05-Jul-94     $10,100        $9,811.49
06-Jul-94     $10,100        $9,806.48
07-Jul-94     $10,120        $9,855.94
08-Jul-94     $10,140        $9,881.66
09-Jul-94     $10,140        $9,881.66
10-Jul-94     $10,140        $9,881.66
11-Jul-94     $10,160        $9,882.86
12-Jul-94     $10,160        $9,847.73
13-Jul-94     $10,160        $9,864.88
14-Jul-94     $10,180        $9,968.82
15-Jul-94     $10,220        $9,985.31
16-Jul-94     $10,220        $9,985.31
17-Jul-94     $10,220        $9,985.31
18-Jul-94     $10,200       $10,009.65
19-Jul-94     $10,160        $9,980.14
20-Jul-94     $10,140        $9,930.45
21-Jul-94     $10,200        $9,952.66
22-Jul-94     $10,480        $9,963.65
23-Jul-94     $10,480        $9,963.65
24-Jul-94     $10,480        $9,963.65
25-Jul-94     $10,480        $9,990.48
26-Jul-94     $10,600        $9,972.00
27-Jul-94     $10,640        $9,955.33
28-Jul-94     $10,660        $9,992.07
29-Jul-94     $10,720       $10,080.93
30-Jul-94     $10,720       $10,080.93
31-Jul-94     $10,720       $10,080.93
01-Aug-94     $10,720       $10,144.14
02-Aug-94     $10,720       $10,137.47
03-Aug-94     $10,720       $10,157.68
04-Aug-94     $10,680       $10,093.20
05-Aug-94     $10,700       $10,064.69
06-Aug-94     $10,700       $10,064.69
07-Aug-94     $10,700       $10,064.69
08-Aug-94     $10,720       $10,084.55
09-Aug-94     $10,740       $10,090.06
10-Aug-94     $10,780       $10,143.47
11-Aug-94     $10,740       $10,112.62
12-Aug-94     $10,780       $10,180.87
13-Aug-94     $10,780       $10,180.87
14-Aug-94     $10,780       $10,180.87
15-Aug-94     $10,760       $10,168.13
16-Aug-94     $10,740       $10,253.07
17-Aug-94     $10,720       $10,257.08
18-Aug-94     $10,680       $10,213.36
19-Aug-94     $10,700       $10,224.91
20-Aug-94     $10,700       $10,224.91
21-Aug-94     $10,700       $10,224.91
22-Aug-94     $10,680       $10,195.96
23-Aug-94     $10,800       $10,244.61
24-Aug-94     $10,900       $10,344.91
25-Aug-94     $10,900       $10,325.48
26-Aug-94     $10,960       $10,454.00
27-Aug-94     $10,960       $10,454.00
28-Aug-94     $10,960       $10,454.00
29-Aug-94     $11,000       $10,473.37
30-Aug-94     $11,020       $10,506.67
31-Aug-94     $10,960       $10,494.47
01-Sep-94     $10,960       $10,444.79
02-Sep-94     $10,940       $10,399.74
03-Sep-94     $10,940       $10,399.74
04-Sep-94     $10,940       $10,399.74
05-Sep-94     $10,940       $10,399.74
06-Sep-94     $10,980       $10,419.43
07-Sep-94     $10,980       $10,400.37
08-Sep-94     $11,020       $10,448.20
09-Sep-94     $10,960       $10,343.31
10-Sep-94     $10,960       $10,343.31
11-Sep-94     $10,960       $10,343.31
12-Sep-94     $10,960       $10,300.43
13-Sep-94     $11,060       $10,329.79
14-Sep-94     $11,080       $10,358.10
15-Sep-94     $11,180       $10,491.68
16-Sep-94     $11,200       $10,411.69
17-Sep-94     $11,200       $10,411.69
18-Sep-94     $11,200       $10,411.69
19-Sep-94     $11,180       $10,408.31
20-Sep-94     $11,200       $10,243.18
21-Sep-94     $11,200       $10,201.32
22-Sep-94     $11,200       $10,197.11
23-Sep-94     $11,220       $10,161.79
24-Sep-94     $11,220       $10,161.79
25-Sep-94     $11,220       $10,161.79
26-Sep-94     $11,180       $10,193.82
27-Sep-94     $11,260       $10,221.25
28-Sep-94     $11,420       $10,282.37
29-Sep-94     $11,380       $10,227.05
30-Sep-94     $11,400       $10,238.07
01-Oct-94     $11,400       $10,238.07
02-Oct-94     $11,400       $10,238.07
03-Oct-94     $11,360       $10,220.23
04-Oct-94     $11,260       $10,064.32
05-Oct-94     $11,220       $10,040.63
06-Oct-94     $11,160       $10,015.08
07-Oct-94     $11,200       $10,076.87
08-Oct-94     $11,200       $10,076.87
09-Oct-94     $11,200       $10,076.87
10-Oct-94     $11,240       $10,164.11
11-Oct-94     $11,320       $10,313.93
12-Oct-94     $11,340       $10,306.84
13-Oct-94     $11,380       $10,358.21
14-Oct-94     $11,420       $10,388.19
15-Oct-94     $11,420       $10,388.19
16-Oct-94     $11,420       $10,388.19
17-Oct-94     $11,440       $10,386.07
18-Oct-94     $11,420       $10,357.52
19-Oct-94     $11,460       $10,415.72
20-Oct-94     $11,440       $10,339.76
21-Oct-94     $11,420       $10,296.35
22-Oct-94     $11,420       $10,296.35
23-Oct-94     $11,420       $10,296.35
24-Oct-94     $11,380       $10,207.22
25-Oct-94     $11,360       $10,223.77
26-Oct-94     $11,400       $10,249.13
27-Oct-94     $11,440       $10,320.91
28-Oct-94     $11,500       $10,496.87
29-Oct-94     $11,500       $10,496.87
30-Oct-94     $11,500       $10,496.87
31-Oct-94     $11,440       $10,467.62
01-Nov-94     $11,440       $10,383.17
02-Nov-94     $11,600       $10,341.90
03-Nov-94     $11,600       $10,374.37
04-Nov-94     $11,580       $10,254.53
05-Nov-94     $11,580       $10,254.53
06-Nov-94     $11,580       $10,254.53
07-Nov-94     $11,560       $10,274.94
08-Nov-94     $11,560       $10,334.96
09-Nov-94     $11,560       $10,330.86
10-Nov-94     $11,540       $10,307.66
11-Nov-94     $11,560       $10,263.27
12-Nov-94     $11,560       $10,263.27
13-Nov-94     $11,560       $10,263.27
14-Nov-94     $11,520       $10,347.69
15-Nov-94     $11,520       $10,325.70
16-Nov-94     $11,520       $10,340.67
17-Nov-94     $11,500       $10,295.59
18-Nov-94     $11,540       $10,250.90
19-Nov-94     $11,540       $10,250.90
20-Nov-94     $11,540       $10,250.90
21-Nov-94     $11,600       $10,180.68
22-Nov-94     $11,600        $9,998.37
23-Nov-94     $11,600        $9,996.42
24-Nov-94     $11,600        $9,996.42
25-Nov-94     $11,600       $10,052.60
26-Nov-94     $11,600       $10,052.60
27-Nov-94     $11,600       $10,052.60
28-Nov-94     $11,580       $10,096.06
29-Nov-94     $11,620       $10,119.02
30-Nov-94     $11,560       $10,086.41
01-Dec-94     $11,540        $9,982.18
02-Dec-94     $11,560       $10,081.09
03-Dec-94     $11,560       $10,081.09
04-Dec-94     $11,560       $10,081.09
05-Dec-94     $11,560       $10,083.47
06-Dec-94     $11,560       $10,078.93
07-Dec-94     $11,560       $10,037.42
08-Dec-94     $11,560        $9,909.23
09-Dec-94     $11,560        $9,947.31
10-Dec-94     $11,560        $9,947.31
11-Dec-94     $11,560        $9,947.31
12-Dec-94     $11,560       $10,003.80
13-Dec-94     $11,540       $10,019.64
14-Dec-94     $11,520       $10,127.13
15-Dec-94     $11,520       $10,136.39
16-Dec-94     $11,522       $10,213.32
17-Dec-94     $11,522       $10,213.32
18-Dec-94     $11,522       $10,213.32
19-Dec-94     $11,522       $10,193.82
20-Dec-94     $11,522       $10,176.28
21-Dec-94     $11,522       $10,232.34
22-Dec-94     $11,489       $10,233.98
23-Dec-94     $11,590       $10,244.98
24-Dec-94     $11,590       $10,244.98
25-Dec-94     $11,590       $10,244.98
26-Dec-94     $11,590       $10,244.98
27-Dec-94     $11,590       $10,304.07
28-Dec-94     $11,556       $10,268.20
29-Dec-94     $11,522       $10,275.57
30-Dec-94     $11,624       $10,236.02
31-Dec-94     $11,624       $10,236.02
01-Jan-95     $11,624       $10,236.02
02-Jan-95     $11,624       $10,236.02
03-Jan-95     $11,624       $10,232.74
04-Jan-95     $11,624       $10,271.33
05-Jan-95     $11,624       $10,264.30
06-Jan-95     $11,590       $10,271.93
07-Jan-95     $11,590       $10,271.93
08-Jan-95     $11,590       $10,271.93
09-Jan-95     $11,658       $10,276.50
10-Jan-95     $11,590       $10,295.54
11-Jan-95     $11,658       $10,295.32
12-Jan-95     $11,692       $10,294.65
13-Jan-95     $11,726       $10,393.15
14-Jan-95     $11,726       $10,393.15
15-Jan-95     $11,726       $10,393.15
16-Jan-95     $11,726       $10,469.21
17-Jan-95     $11,726       $10,484.42
18-Jan-95     $11,726       $10,476.97
19-Jan-95     $11,692       $10,415.59
20-Jan-95     $11,692       $10,367.18
21-Jan-95     $11,692       $10,367.18
22-Jan-95     $11,692       $10,367.18
23-Jan-95     $11,760       $10,390.94
24-Jan-95     $11,726       $10,392.81
25-Jan-95     $11,726       $10,429.62
26-Jan-95     $11,726       $10,449.66
27-Jan-95     $11,929       $10,495.96
28-Jan-95     $11,929       $10,495.96
29-Jan-95     $11,929       $10,495.96
30-Jan-95     $11,963       $10,456.00
31-Jan-95     $12,099       $10,501.48
01-Feb-95     $12,099       $10,501.68
02-Feb-95     $12,200       $10,556.73
03-Feb-95     $12,268       $10,688.34
04-Feb-95     $12,268       $10,688.34
05-Feb-95     $12,268       $10,688.34
06-Feb-95     $12,302       $10,749.12
07-Feb-95     $12,302       $10,742.80
08-Feb-95     $12,268       $10,752.32
09-Feb-95     $12,268       $10,732.27
10-Feb-95     $12,234       $10,762.69
11-Feb-95     $12,234       $10,762.69
12-Feb-95     $12,234       $10,762.69
13-Feb-95     $12,234       $10,769.55
14-Feb-95     $12,166       $10,791.69
15-Feb-95     $12,132       $10,837.20
16-Feb-95     $12,200       $10,852.52
17-Feb-95     $12,166       $10,782.00
18-Feb-95     $12,166       $10,782.00
19-Feb-95     $12,166       $10,782.00
20-Feb-95     $12,166       $10,782.00
21-Feb-95     $12,132       $10,799.23
22-Feb-95     $12,099       $10,853.21
23-Feb-95     $12,132       $10,896.79
24-Feb-95     $12,132       $10,927.43
25-Feb-95     $12,132       $10,927.43
26-Feb-95     $12,132       $10,927.43
27-Feb-95     $12,099       $10,830.10
28-Feb-95     $12,132       $10,910.73
01-Mar-95     $12,065       $10,874.91
02-Mar-95     $12,099       $10,863.67
03-Mar-95     $12,099       $10,872.38
04-Mar-95     $12,099       $10,872.38
05-Mar-95     $12,099       $10,872.38
06-Mar-95     $12,065       $10,879.08
07-Mar-95     $12,065       $10,800.99
08-Mar-95     $12,031       $10,823.95
09-Mar-95     $12,065       $10,829.98
10-Mar-95     $12,099       $10,973.81
11-Mar-95     $12,099       $10,973.81
12-Mar-95     $12,099       $10,973.81
13-Mar-95     $12,132       $10,985.31
14-Mar-95     $12,132       $11,049.40
15-Mar-95     $12,166       $11,027.39
16-Mar-95     $12,200       $11,107.24
17-Mar-95     $12,200       $11,109.87
18-Mar-95     $12,200       $11,109.87
19-Mar-95     $12,200       $11,109.87
20-Mar-95     $12,166       $11,123.79
21-Mar-95     $12,200       $11,100.00
22-Mar-95     $12,200       $11,113.50
23-Mar-95     $12,234       $11,119.78
24-Mar-95     $12,302       $11,232.38
25-Mar-95     $12,302       $11,232.38
26-Mar-95     $12,302       $11,232.38
27-Mar-95     $12,336       $11,287.24
28-Mar-95     $12,370       $11,303.05
29-Mar-95     $12,268       $11,285.58
30-Mar-95     $12,268       $11,266.22
31-Mar-95     $11,963       $11,232.68
01-Apr-95     $11,963       $11,232.68
02-Apr-95     $11,963       $11,232.68
03-Apr-95     $12,065       $11,260.50
04-Apr-95     $12,166       $11,339.53
05-Apr-95     $12,166       $11,349.11
06-Apr-95     $12,268       $11,360.56
07-Apr-95     $12,268       $11,369.25
08-Apr-95     $12,268       $11,369.25
09-Apr-95     $12,268       $11,369.25
10-Apr-95     $12,336       $11,382.90
11-Apr-95     $12,302       $11,349.67
12-Apr-95     $12,268       $11,387.41
13-Apr-95     $12,234       $11,433.75
14-Apr-95     $12,234       $11,433.75
15-Apr-95     $12,234       $11,433.75
16-Apr-95     $12,234       $11,433.75
17-Apr-95     $12,166       $11,365.36
18-Apr-95     $12,166       $11,348.68
19-Apr-95     $12,099       $11,338.77
20-Apr-95     $12,132       $11,347.08
21-Apr-95     $12,166       $11,418.94
22-Apr-95     $12,166       $11,418.94
23-Apr-95     $12,166       $11,418.94
24-Apr-95     $12,166       $11,520.11
25-Apr-95     $12,234       $11,504.88
26-Apr-95     $12,166       $11,517.30
27-Apr-95     $12,234       $11,537.30
28-Apr-95     $12,302       $11,563.45
29-Apr-95     $12,302       $11,563.45
30-Apr-95     $12,302       $11,563.45
01-May-95     $12,302       $11,556.13
02-May-95     $12,370       $11,571.41
03-May-95     $12,505       $11,698.23
04-May-95     $12,505       $11,703.20
05-May-95     $12,437       $11,694.68
06-May-95     $12,437       $11,694.68
07-May-95     $12,437       $11,694.68
08-May-95     $12,505       $11,784.93
09-May-95     $12,641       $11,780.66
10-May-95     $12,607       $11,799.76
11-May-95     $12,607       $11,801.70
12-May-95     $12,607       $11,828.57
13-May-95     $12,607       $11,828.57
14-May-95     $12,607       $11,828.57
15-May-95     $12,573       $11,881.08
16-May-95     $12,573       $11,892.92
17-May-95     $12,539       $11,867.79
18-May-95     $12,404       $11,699.98
19-May-95     $12,404       $11,696.62
20-May-95     $12,404       $11,696.62
21-May-95     $12,404       $11,696.62
22-May-95     $12,471       $11,798.25
23-May-95     $12,471       $11,910.02
24-May-95     $12,471       $11,911.64
25-May-95     $12,505       $11,914.33
26-May-95     $12,336       $11,805.05
27-May-95     $12,336       $11,805.05
28-May-95     $12,336       $11,805.05
29-May-95     $12,336       $11,805.05
30-May-95     $12,234       $11,804.04
31-May-95     $12,404       $12,025.63
01-Jun-95     $12,437       $12,028.72
02-Jun-95     $12,437       $12,008.59
03-Jun-95     $12,437       $12,008.59
04-Jun-95     $12,437       $12,008.59
05-Jun-95     $12,471       $12,078.27
06-Jun-95     $12,437       $12,077.14
07-Jun-95     $12,404       $12,022.57
08-Jun-95     $12,404       $12,010.98
09-Jun-95     $12,437       $11,907.12
10-Jun-95     $12,437       $11,907.12
11-Jun-95     $12,437       $11,907.12
12-Jun-95     $12,471       $11,974.01
13-Jun-95     $12,573       $12,095.72
14-Jun-95     $12,471       $12,105.99
15-Jun-95     $12,539       $12,120.74
16-Jun-95     $12,573       $12,181.94
17-Jun-95     $12,573       $12,181.94
18-Jun-95     $12,573       $12,181.94
19-Jun-95     $12,675       $12,304.34
20-Jun-95     $12,607       $12,299.13
21-Jun-95     $12,675       $12,276.70
22-Jun-95     $12,844       $12,437.47
23-Jun-95     $12,878       $12,406.94
24-Jun-95     $12,878       $12,406.94
25-Jun-95     $12,878       $12,406.94
26-Jun-95     $12,742       $12,281.11
27-Jun-95     $12,675       $12,242.76
28-Jun-95     $12,607       $12,299.75
29-Jun-95     $12,776       $12,280.42
30-Jun-95     $12,776       $12,302.96
01-Jul-95     $12,776       $12,302.96
02-Jul-95     $12,776       $12,302.96
03-Jul-95     $12,810       $12,356.51
04-Jul-95     $12,810       $12,356.51
05-Jul-95     $12,946       $12,362.36
06-Jul-95     $13,047       $12,517.52
07-Jul-95     $13,386       $12,573.42
08-Jul-95     $13,386       $12,573.42
09-Jul-95     $13,386       $12,573.42
10-Jul-95     $13,386       $12,592.00
11-Jul-95     $13,352       $12,537.83
12-Jul-95     $13,624       $12,676.86
13-Jul-95     $13,793       $12,679.71
14-Jul-95     $13,759       $12,654.62
15-Jul-95     $13,759       $12,654.62
16-Jul-95     $13,759       $12,654.62
17-Jul-95     $13,759       $12,718.59
18-Jul-95     $13,556       $12,623.55
19-Jul-95     $13,183       $12,455.78
20-Jul-95     $13,319       $12,513.88
21-Jul-95     $13,285       $12,515.89
22-Jul-95     $13,285       $12,515.89
23-Jul-95     $13,285       $12,515.89
24-Jul-95     $13,793       $12,583.94
25-Jul-95     $13,759       $12,684.99
26-Jul-95     $13,861       $12,697.33
27-Jul-95     $14,064       $12,780.94
28-Jul-95     $14,064       $12,729.59
29-Jul-95     $14,064       $12,729.59
30-Jul-95     $14,064       $12,729.59
31-Jul-95     $14,064       $12,710.93
01-Aug-95     $14,132       $12,656.34
02-Aug-95     $14,132       $12,640.06
03-Aug-95     $14,437       $12,642.32
04-Aug-95     $14,572       $12,647.50
05-Aug-95     $14,572       $12,647.50
06-Aug-95     $14,572       $12,647.50
07-Aug-95     $14,369       $12,673.43
08-Aug-95     $14,471       $12,682.85
09-Aug-95     $14,674       $12,669.34
10-Aug-95     $14,877       $12,621.53
11-Aug-95     $14,810       $12,570.86
12-Aug-95     $14,810       $12,570.86
13-Aug-95     $14,810       $12,570.86
14-Aug-95     $14,742       $12,676.88
15-Aug-95     $14,810       $12,652.11
16-Aug-95     $14,742       $12,686.94
17-Aug-95     $14,708       $12,666.62
18-Aug-95     $14,742       $12,671.95
19-Aug-95     $14,742       $12,671.95
20-Aug-95     $14,742       $12,671.95
21-Aug-95     $14,742       $12,647.31
22-Aug-95     $14,844       $12,679.92
23-Aug-95     $14,844       $12,627.87
24-Aug-95     $14,776       $12,635.42
25-Aug-95     $14,674       $12,695.53
26-Aug-95     $14,674       $12,695.53
27-Aug-95     $14,674       $12,695.53
28-Aug-95     $14,640       $12,671.91
29-Aug-95     $14,606       $12,695.23
30-Aug-95     $14,640       $12,720.24
31-Aug-95     $14,708       $12,742.94
01-Sep-95     $14,708       $12,787.77
02-Sep-95     $14,708       $12,787.77
03-Sep-95     $14,708       $12,787.77
04-Sep-95     $14,708       $12,787.77
05-Sep-95     $14,674       $12,910.88
06-Sep-95     $14,776       $12,936.10
07-Sep-95     $14,810       $12,939.67
08-Sep-95     $14,945       $12,994.05
09-Sep-95     $14,945       $12,994.05
10-Sep-95     $14,945       $12,994.05
11-Sep-95     $15,047       $13,022.53
12-Sep-95     $15,013       $13,081.71
13-Sep-95     $15,115       $13,139.25
14-Sep-95     $15,081       $13,249.54
15-Sep-95     $15,081       $13,243.66
16-Sep-95     $15,081       $13,243.66
17-Sep-95     $15,081       $13,243.66
18-Sep-95     $15,115       $13,235.01
19-Sep-95     $15,182       $13,267.87
20-Sep-95     $15,318       $13,326.74
21-Sep-95     $15,284       $13,241.77
22-Sep-95     $15,149       $13,212.97
23-Sep-95     $15,149       $13,212.97
24-Sep-95     $15,149       $13,212.97
25-Sep-95     $15,013       $13,214.90
26-Sep-95     $14,979       $13,205.82
27-Sep-95     $14,844       $13,203.84
28-Sep-95     $14,945       $13,313.90
29-Sep-95     $14,945       $13,280.72
30-Sep-95     $14,945       $13,280.72
01-Oct-95     $14,945       $13,280.72
02-Oct-95     $14,776       $13,219.93
03-Oct-95     $14,708       $13,234.56
04-Oct-95     $14,708       $13,216.88
05-Oct-95     $14,708       $13,247.86
06-Oct-95     $14,776       $13,245.95
07-Oct-95     $14,776       $13,245.95
08-Oct-95     $14,776       $13,245.95
09-Oct-95     $14,539       $13,152.26
10-Oct-95     $14,572       $13,133.16
11-Oct-95     $14,674       $13,178.89
12-Oct-95     $14,742       $13,262.13
13-Oct-95     $14,776       $13,294.02
14-Oct-95     $14,776       $13,294.02
15-Oct-95     $14,776       $13,294.02
16-Oct-95     $14,674       $13,260.59
17-Oct-95     $14,674       $13,345.88
18-Oct-95     $14,539       $13,363.23
19-Oct-95     $14,539       $13,436.55
20-Oct-95     $14,403       $13,364.09
21-Oct-95     $14,403       $13,364.09
22-Oct-95     $14,403       $13,364.09
23-Oct-95     $14,267       $13,309.70
24-Oct-95     $14,437       $13,343.83
25-Oct-95     $14,335       $13,251.62
26-Oct-95     $14,200       $13,121.44
27-Oct-95     $14,200       $13,190.63
28-Oct-95     $14,200       $13,190.63
29-Oct-95     $14,200       $13,190.63
30-Oct-95     $14,166       $13,273.00
31-Oct-95     $14,064       $13,233.25
01-Nov-95     $14,166       $13,297.49
02-Nov-95     $14,234       $13,425.98
03-Nov-95     $14,200       $13,446.15
04-Nov-95     $14,200       $13,446.15
05-Nov-95     $14,200       $13,446.15
06-Nov-95     $14,267       $13,399.29
07-Nov-95     $14,234       $13,351.15
08-Nov-95     $14,234       $13,476.92
09-Nov-95     $14,471       $13,516.23
10-Nov-95     $14,437       $13,504.59
11-Nov-95     $14,437       $13,504.59
12-Nov-95     $14,437       $13,504.59
13-Nov-95     $14,471       $13,497.43
14-Nov-95     $14,403       $13,428.55
15-Nov-95     $14,301       $13,540.38
16-Nov-95     $14,234       $13,618.46
17-Nov-95     $14,301       $13,680.81
18-Nov-95     $14,301       $13,680.81
19-Nov-95     $14,301       $13,680.81
20-Nov-95     $14,267       $13,609.45
21-Nov-95     $14,234       $13,688.44
22-Nov-95     $14,200       $13,646.75
23-Nov-95     $14,200       $13,646.75
24-Nov-95     $14,234       $13,682.94
25-Nov-95     $14,234       $13,682.94
26-Nov-95     $14,234       $13,682.94
27-Nov-95     $14,200       $13,713.78
28-Nov-95     $14,234       $13,832.44
29-Nov-95     $14,471       $13,865.83
30-Nov-95     $14,539       $13,814.19
01-Dec-95     $14,674       $13,851.16
02-Dec-95     $14,674       $13,851.16
03-Dec-95     $14,674       $13,851.16
04-Dec-95     $14,708       $14,004.92
05-Dec-95     $14,674       $14,097.41
06-Dec-95     $14,742       $14,157.89
07-Dec-95     $14,776       $14,066.94
08-Dec-95     $14,776       $14,096.97
09-Dec-95     $14,776       $14,096.97
10-Dec-95     $14,776       $14,096.97
11-Dec-95     $14,877       $14,143.99
12-Dec-95     $14,674       $14,127.17
13-Dec-95     $14,606       $14,199.70
14-Dec-95     $14,335       $14,091.78
15-Dec-95     $14,267       $14,078.65
16-Dec-95     $14,267       $14,078.65
17-Dec-95     $14,267       $14,078.65
18-Dec-95     $14,132       $13,862.15
19-Dec-95     $14,439       $13,979.13
20-Dec-95     $14,344       $13,842.98
21-Dec-95     $14,533       $13,947.45
22-Dec-95     $14,627       $13,981.15
23-Dec-95     $14,627       $13,981.15
24-Dec-95     $14,627       $13,981.15
25-Dec-95     $14,627       $13,981.15
26-Dec-95     $14,627       $14,034.73
27-Dec-95     $14,533       $14,047.47
28-Dec-95     $14,439       $14,038.51
29-Dec-95     $14,439       $14,080.28
30-Dec-95     $14,439       $14,080.28
31-Dec-95     $14,439       $14,080.28
01-Jan-96     $14,439       $14,080.28
02-Jan-96     $14,627       $14,190.03
03-Jan-96     $14,627       $14,206.10
04-Jan-96     $14,627       $14,123.49
05-Jan-96     $14,627       $14,100.86
06-Jan-96     $14,627       $14,100.86
07-Jan-96     $14,627       $14,100.86
08-Jan-96     $14,627       $14,144.94
09-Jan-96     $14,627       $13,940.17
10-Jan-96     $14,533       $13,690.39
11-Jan-96     $14,439       $13,787.36
12-Jan-96     $14,722       $13,767.25
13-Jan-96     $14,816       $13,767.25
14-Jan-96     $14,816       $13,767.25
15-Jan-96     $14,816       $13,721.73
16-Jan-96     $14,722       $13,918.93
17-Jan-96     $14,627       $13,872.85
18-Jan-96     $14,722       $13,916.94
19-Jan-96     $14,722       $13,999.13
20-Jan-96     $14,816       $13,999.13
21-Jan-96     $14,816       $13,999.13
22-Jan-96     $14,816       $14,035.05
23-Jan-96     $15,005       $14,021.30
24-Jan-96     $15,005       $14,185.93
25-Jan-96     $15,005       $14,118.95
26-Jan-96     $15,099       $14,223.98
27-Jan-96     $15,099       $14,223.98
28-Jan-96     $15,099       $14,223.98
29-Jan-96     $15,288       $14,286.54
30-Jan-96     $15,571       $14,422.72
31-Jan-96     $15,665       $14,559.52
01-Feb-96     $15,571       $14,618.14
02-Feb-96     $15,665       $14,559.23
03-Feb-96     $15,665       $14,559.23
04-Feb-96     $15,665       $14,559.23
05-Feb-96     $15,665       $14,688.05
06-Feb-96     $15,760       $14,800.62
07-Feb-96     $15,665       $14,885.53
08-Feb-96     $15,760       $15,029.46
09-Feb-96     $15,665       $15,037.20
10-Feb-96     $15,665       $15,037.20
11-Feb-96     $15,665       $15,037.20
12-Feb-96     $15,665       $15,154.48
13-Feb-96     $15,571       $15,136.95
14-Feb-96     $15,571       $15,025.89
15-Feb-96     $15,760       $14,931.00
16-Feb-96     $15,854       $14,856.34
17-Feb-96     $15,854       $14,856.34
18-Feb-96     $15,854       $14,856.34
19-Feb-96     $15,854       $14,856.34
20-Feb-96     $15,571       $14,688.51
21-Feb-96     $15,665       $14,861.91
22-Feb-96     $16,043       $15,109.25
23-Feb-96     $15,948       $15,114.67
24-Feb-96     $15,948       $15,114.67
25-Feb-96     $15,948       $15,114.67
26-Feb-96     $15,854       $14,917.17
27-Feb-96     $15,760       $14,844.88
28-Feb-96     $15,854       $14,792.34
29-Feb-96     $15,760       $14,694.44
01-Mar-96     $15,760       $14,785.16
02-Mar-96     $15,760       $14,785.16
03-Mar-96     $15,760       $14,785.16
04-Mar-96     $15,760       $14,935.43
05-Mar-96     $15,854       $15,051.23
06-Mar-96     $15,760       $14,968.72
07-Mar-96     $15,854       $15,007.66
08-Mar-96     $15,571       $14,545.04
09-Mar-96     $15,571       $14,545.04
10-Mar-96     $15,571       $14,545.04
11-Mar-96     $15,760       $14,695.43
12-Mar-96     $15,665       $14,628.24
13-Mar-96     $15,665       $14,668.59
14-Mar-96     $15,760       $14,722.09
15-Mar-96     $15,760       $14,735.46
16-Mar-96     $15,760       $14,735.46
17-Mar-96     $15,760       $14,735.46
18-Mar-96     $15,760       $14,993.93
19-Mar-96     $15,760       $14,972.24
20-Mar-96     $15,665       $14,933.09
21-Mar-96     $15,571       $14,915.84
22-Mar-96     $15,665       $14,948.74
23-Mar-96     $15,665       $14,948.74
24-Mar-96     $15,665       $14,948.74
25-Mar-96     $15,477       $14,935.41
26-Mar-96     $15,382       $15,002.73
27-Mar-96     $15,382       $14,914.02
28-Mar-96     $15,477       $14,914.94
29-Mar-96     $15,571       $14,835.88
30-Mar-96     $15,571       $14,835.88
31-Mar-96     $15,571       $14,835.88
01-Apr-96     $15,571       $15,025.17
02-Apr-96     $15,571       $15,063.46
03-Apr-96     $15,571       $15,077.97
04-Apr-96     $15,665       $15,078.63
05-Apr-96     $15,665       $15,078.63
06-Apr-96     $15,665       $15,078.63
07-Apr-96     $15,665       $15,078.63
08-Apr-96     $15,382       $14,816.75
09-Apr-96     $15,477       $14,769.85
10-Apr-96     $15,571       $14,570.49
11-Apr-96     $15,477       $14,518.56
12-Apr-96     $15,477       $14,645.76
13-Apr-96     $15,477       $14,645.76
14-Apr-96     $15,477       $14,645.76
15-Apr-96     $15,477       $14,778.72
16-Apr-96     $15,571       $14,836.45
17-Apr-96     $15,477       $14,760.43
18-Apr-96     $15,760       $14,806.97
19-Apr-96     $15,760       $14,840.56
20-Apr-96     $15,760       $14,840.56
21-Apr-96     $15,760       $14,840.56
22-Apr-96     $15,948       $14,905.43
23-Apr-96     $16,137       $14,990.53
24-Apr-96     $16,420       $14,958.65
25-Apr-96     $16,515       $15,020.88
26-Apr-96     $16,420       $15,036.41
27-Apr-96     $16,420       $15,036.41
28-Apr-96     $16,420       $15,036.41
29-Apr-96     $16,326       $15,053.00
30-Apr-96     $16,326       $15,054.59
01-May-96     $16,232       $15,065.91
02-May-96     $16,232       $14,810.50
03-May-96     $16,232       $14,770.86
04-May-96     $16,232       $14,770.86
05-May-96     $16,232       $14,770.86
06-May-96     $16,137       $14,753.32
07-May-96     $16,043       $14,695.00
08-May-96     $16,043       $14,849.05
09-May-96     $16,043       $14,868.28
10-May-96     $16,232       $15,023.02
11-May-96     $16,232       $15,023.02
12-May-96     $16,232       $15,023.02
13-May-96     $16,326       $15,242.80
14-May-96     $16,420       $15,339.79
15-May-96     $16,515       $15,337.92
16-May-96     $16,609       $15,326.44
17-May-96     $16,703       $15,426.30
18-May-96     $16,703       $15,426.30
19-May-96     $16,703       $15,426.30
20-May-96     $16,703       $15,567.17
21-May-96     $16,609       $15,558.31
22-May-96     $16,609       $15,691.36
23-May-96     $16,609       $15,639.31
24-May-96     $16,703       $15,699.70
25-May-96     $16,703       $15,699.70
26-May-96     $16,703       $15,699.70
27-May-96     $16,703       $15,699.70
28-May-96     $16,609       $15,554.48
29-May-96     $16,326       $15,458.89
30-May-96     $16,420       $15,548.76
31-May-96     $16,515       $15,497.14
01-Jun-96     $16,515       $15,497.14
02-Jun-96     $16,515       $15,497.14
03-Jun-96     $16,326       $15,463.93
04-Jun-96     $16,420       $15,577.79
05-Jun-96     $16,515       $15,718.29
06-Jun-96     $16,326       $15,595.73
07-Jun-96     $16,137       $15,602.43
08-Jun-96     $16,137       $15,602.43
09-Jun-96     $16,137       $15,602.43
10-Jun-96     $16,043       $15,576.50
11-Jun-96     $16,137       $15,548.94
12-Jun-96     $16,232       $15,511.15
13-Jun-96     $15,854       $15,486.15
14-Jun-96     $15,665       $15,438.30
15-Jun-96     $15,665       $15,438.30
16-Jun-96     $15,665       $15,438.30
17-Jun-96     $15,665       $15,422.93
18-Jun-96     $15,477       $15,351.28
19-Jun-96     $15,382       $15,349.12
20-Jun-96     $15,194       $15,352.97
21-Jun-96     $15,099       $15,463.23
22-Jun-96     $15,099       $15,463.23
23-Jun-96     $15,099       $15,463.23
24-Jun-96     $15,099       $15,510.19
25-Jun-96     $15,099       $15,501.72
26-Jun-96     $14,910       $15,411.66
27-Jun-96     $14,722       $15,508.36
28-Jun-96     $14,910       $15,556.82
29-Jun-96     $14,910       $15,556.82
30-Jun-96     $14,910       $15,556.82
01-Jul-96     $15,005       $15,681.07
02-Jul-96     $14,910       $15,631.46
03-Jul-96     $14,910       $15,603.59
04-Jul-96     $14,910       $15,603.59
05-Jul-96     $14,627       $15,256.85
06-Jul-96     $14,627       $15,256.85
07-Jul-96     $14,627       $15,256.85
08-Jul-96     $14,533       $15,147.67
09-Jul-96     $14,533       $15,200.38
10-Jul-96     $14,344       $15,231.52
11-Jul-96     $14,155       $14,991.78
12-Jul-96     $14,061       $15,005.34
13-Jul-96     $14,061       $15,005.34
14-Jul-96     $14,061       $15,005.34
15-Jul-96     $13,872       $14,624.77
16-Jul-96     $13,684       $14,591.58
17-Jul-96     $13,872       $14,725.32
18-Jul-96     $13,967       $14,947.05
19-Jul-96     $13,778       $14,834.92
20-Jul-96     $13,778       $14,834.92
21-Jul-96     $13,778       $14,834.92
22-Jul-96     $13,684       $14,719.77
23-Jul-96     $13,495       $14,559.72
24-Jul-96     $13,306       $14,554.98
25-Jul-96     $13,495       $14,660.04
26-Jul-96     $13,589       $14,769.97
27-Jul-96     $13,589       $14,769.97
28-Jul-96     $13,589       $14,769.97
29-Jul-96     $13,495       $14,656.09
30-Jul-96     $13,495       $14,757.83
31-Jul-96     $13,495       $14,871.16
01-Aug-96     $13,684       $15,108.18
02-Aug-96     $13,872       $15,398.93
03-Aug-96     $13,872       $15,398.93
04-Aug-96     $13,872       $15,398.93
05-Aug-96     $13,872       $15,347.70
06-Aug-96     $13,872       $15,398.09
07-Aug-96     $14,061       $15,441.70
08-Aug-96     $14,155       $15,405.62
09-Aug-96     $14,250       $15,398.06
10-Aug-96     $14,250       $15,398.06
11-Aug-96     $14,250       $15,398.06
12-Aug-96     $14,250       $15,484.20
13-Aug-96     $14,061       $15,358.82
14-Aug-96     $14,061       $15,404.21
15-Aug-96     $14,061       $15,410.49
16-Aug-96     $13,967       $15,480.49
17-Aug-96     $13,967       $15,480.49
18-Aug-96     $13,967       $15,480.49
19-Aug-96     $13,967       $15,512.83
20-Aug-96     $13,967       $15,493.56
21-Aug-96     $13,967       $15,481.09
22-Aug-96     $14,061       $15,612.09
23-Aug-96     $14,155       $15,527.69
24-Aug-96     $14,155       $15,527.69
25-Aug-96     $14,155       $15,527.69
26-Aug-96     $14,533       $15,454.41
27-Aug-96     $14,627       $15,513.19
28-Aug-96     $14,722       $15,480.22
29-Aug-96     $14,722       $15,310.33
30-Aug-96     $14,627       $15,184.85
31-Aug-96     $14,627       $15,184.85
01-Sep-96     $14,627       $15,184.85
02-Sep-96     $14,627       $15,184.85
03-Sep-96     $14,533       $15,248.48
04-Sep-96     $14,722       $15,275.33
05-Sep-96     $14,439       $15,132.90
06-Sep-96     $14,722       $15,279.52
07-Sep-96     $14,722       $15,279.52
08-Sep-96     $14,722       $15,279.52
09-Sep-96     $14,816       $15,468.06
10-Sep-96     $14,722       $15,471.19
11-Sep-96     $14,722       $15,554.97
12-Sep-96     $14,910       $15,650.25
13-Sep-96     $14,910       $15,869.23
14-Sep-96     $14,910       $15,869.23
15-Sep-96     $14,910       $15,869.23
16-Sep-96     $14,816       $15,953.85
17-Sep-96     $15,005       $15,934.00
18-Sep-96     $15,005       $15,900.36
19-Sep-96     $15,194       $15,936.99
20-Sep-96     $15,382       $16,030.84
21-Sep-96     $15,382       $16,030.84
22-Sep-96     $15,382       $16,030.84
23-Sep-96     $15,194       $16,018.66
24-Sep-96     $15,288       $15,998.78
25-Sep-96     $15,288       $16,004.45
26-Sep-96     $15,571       $16,010.19
27-Sep-96     $15,571       $16,018.24
28-Sep-96     $15,571       $16,018.24
29-Sep-96     $15,571       $16,018.24
30-Sep-96     $15,477       $16,044.74
01-Oct-96     $15,382       $16,086.13
02-Oct-96     $15,194       $16,203.85
03-Oct-96     $15,099       $16,175.30
04-Oct-96     $15,382       $16,378.38
05-Oct-96     $15,382       $16,378.38
06-Oct-96     $15,382       $16,378.38
07-Oct-96     $15,288       $16,423.94
08-Oct-96     $15,288       $16,363.72
09-Oct-96     $15,571       $16,275.11
10-Oct-96     $15,665       $16,226.75
11-Oct-96     $15,760       $16,369.49
12-Oct-96     $15,760       $16,369.49
13-Oct-96     $15,760       $16,369.49
14-Oct-96     $15,760       $16,438.18
15-Oct-96     $15,665       $16,415.65
16-Oct-96     $15,571       $16,459.98
17-Oct-96     $15,477       $16,521.45
18-Oct-96     $15,477       $16,611.19
19-Oct-96     $15,477       $16,611.19
20-Oct-96     $15,477       $16,611.19
21-Oct-96     $15,288       $16,588.57
22-Oct-96     $15,288       $16,511.97
23-Oct-96     $15,477       $16,528.93
24-Oct-96     $15,665       $16,412.62
25-Oct-96     $15,665       $16,380.67
26-Oct-96     $15,665       $16,380.67
27-Oct-96     $15,665       $16,380.67
28-Oct-96     $15,571       $16,295.21
29-Oct-96     $15,382       $16,396.24
30-Oct-96     $15,477       $16,386.51
31-Oct-96     $15,665       $16,490.27
01-Nov-96     $15,571       $16,457.30
02-Nov-96     $15,571       $16,457.30
03-Nov-96     $15,571       $16,457.30
04-Nov-96     $15,382       $16,528.04
05-Nov-96     $15,477       $16,701.36
06-Nov-96     $15,854       $16,949.16
07-Nov-96     $16,043       $17,024.18
08-Nov-96     $16,043       $17,099.87
09-Nov-96     $16,043       $17,099.87
10-Nov-96     $16,043       $17,099.87
11-Nov-96     $15,854       $17,125.96
12-Nov-96     $15,854       $17,073.91
13-Nov-96     $15,854       $17,115.08
14-Nov-96     $15,948       $17,227.86
15-Nov-96     $15,571       $17,269.79
16-Nov-96     $15,571       $17,269.79
17-Nov-96     $15,571       $17,269.79
18-Nov-96     $15,571       $17,257.10
19-Nov-96     $15,382       $17,377.74
20-Nov-96     $15,382       $17,422.81
21-Nov-96     $15,477       $17,395.08
22-Nov-96     $15,665       $17,535.44
23-Nov-96     $15,665       $17,535.44
24-Nov-96     $15,665       $17,535.44
25-Nov-96     $15,665       $17,730.65
26-Nov-96     $15,477       $17,709.64
27-Nov-96     $15,571       $17,690.26
28-Nov-96     $15,571       $17,690.26
29-Nov-96     $15,571       $17,738.30
30-Nov-96     $15,571       $17,738.30
01-Dec-96     $15,571       $17,738.30
02-Dec-96     $15,760       $17,727.85
03-Dec-96     $15,760       $17,534.13
04-Dec-96     $15,760       $17,464.35
05-Dec-96     $15,760       $17,449.51
06-Dec-96     $15,571       $17,338.77
07-Dec-96     $15,571       $17,338.77
08-Dec-96     $15,571       $17,338.77
09-Dec-96     $15,948       $17,577.19
10-Dec-96     $15,665       $17,525.27
11-Dec-96     $15,477       $17,368.10
12-Dec-96     $15,382       $17,105.07
13-Dec-96     $15,194       $17,089.77
14-Dec-96     $15,194       $17,089.77
15-Dec-96     $15,194       $17,089.77
16-Dec-96     $14,722       $16,910.72
17-Dec-96     $14,910       $17,029.45
18-Dec-96     $15,099       $17,159.35
19-Dec-96     $15,005       $17,491.45
20-Dec-96     $14,910       $17,566.93
21-Dec-96     $14,910       $17,566.93
22-Dec-96     $14,910       $17,566.93
23-Dec-96     $14,936       $17,521.21
24-Dec-96     $13,806       $17,618.33
25-Dec-96     $13,806       $17,618.33
26-Dec-96     $14,107       $17,731.40
27-Dec-96     $14,407       $17,761.62
28-Dec-96     $14,407       $17,761.62
29-Dec-96     $14,407       $17,761.62
30-Dec-96     $14,178       $17,692.94
31-Dec-96     $14,289       $17,387.50
01-Jan-97     $14,289       $17,387.50
02-Jan-97     $14,334       $17,300.91
03-Jan-97     $14,505       $17,560.02
04-Jan-97     $14,505       $17,560.02
05-Jan-97     $14,505       $17,560.02
06-Jan-97     $14,521       $17,551.38
07-Jan-97     $14,636       $17,683.48
08-Jan-97     $14,684       $17,575.02
09-Jan-97     $14,748       $17,726.65
10-Jan-97     $14,678       $17,836.25
11-Jan-97     $14,678       $17,836.25
12-Jan-97     $14,678       $17,836.25
13-Jan-97     $14,739       $17,837.56
14-Jan-97     $15,119       $18,057.25
15-Jan-97     $14,983       $18,018.52
16-Jan-97     $14,874       $18,078.97
17-Jan-97     $14,680       $18,230.53
18-Jan-97     $14,680       $18,230.53
19-Jan-97     $14,680       $18,230.53
20-Jan-97     $14,935       $18,243.75
21-Jan-97     $14,805       $18,385.20
22-Jan-97     $15,073       $18,469.01
23-Jan-97     $14,965       $18,265.63
24-Jan-97     $14,894       $18,100.54
25-Jan-97     $14,913       $18,100.54
26-Jan-97     $14,850       $18,100.54
27-Jan-97     $14,657       $17,971.62
28-Jan-97     $14,681       $17,973.03
29-Jan-97     $14,657       $18,152.16
30-Jan-97     $14,681       $18,428.78
31-Jan-97     $14,520       $18,477.95
01-Feb-97     $14,520       $18,477.95
02-Feb-97     $14,520       $18,477.95
03-Feb-97     $14,705       $18,493.11
04-Feb-97     $14,596       $18,553.99
05-Feb-97     $14,430       $18,298.97
06-Feb-97     $14,435       $18,348.70
07-Feb-97     $14,483       $18,570.25
08-Feb-97     $14,483       $18,570.25
09-Feb-97     $14,483       $18,570.25
10-Feb-97     $14,475       $18,473.85
11-Feb-97     $14,529       $18,571.74
12-Feb-97     $14,593       $18,886.77
13-Feb-97     $14,538       $19,101.84
14-Feb-97     $14,454       $19,023.86
15-Feb-97     $14,454       $19,023.86
16-Feb-97     $14,454       $19,023.86
17-Feb-97     $14,454       $19,023.86
18-Feb-97     $14,387       $19,211.44
19-Feb-97     $14,419       $19,124.01
20-Feb-97     $14,234       $18,896.90
21-Feb-97     $14,327       $18,873.00
22-Feb-97     $14,327       $18,873.00
23-Feb-97     $14,327       $18,873.00
24-Feb-97     $14,472       $19,073.44
25-Feb-97     $14,453       $19,114.80
26-Feb-97     $14,387       $18,968.74
27-Feb-97     $14,210       $18,722.40
28-Feb-97     $14,188       $18,622.77
01-Mar-97     $14,188       $18,622.77
02-Mar-97     $14,188       $18,622.77
03-Mar-97     $14,288       $18,728.71
04-Mar-97     $14,312       $18,628.75
05-Mar-97     $14,417       $18,894.98
06-Mar-97     $14,258       $18,816.50
07-Mar-97     $14,345       $18,967.66
08-Mar-97     $14,345       $18,967.66
09-Mar-97     $14,345       $18,967.66
10-Mar-97     $14,252       $19,172.54
11-Mar-97     $14,235       $19,118.44
12-Mar-97     $14,259       $18,955.99
13-Mar-97     $14,044       $18,613.22
14-Mar-97     $14,271       $18,698.46
15-Mar-97     $14,271       $18,698.46
16-Mar-97     $14,271       $18,698.46
17-Mar-97     $14,148       $18,759.17
18-Mar-97     $14,038       $18,616.87
19-Mar-97     $13,695       $18,525.42
20-Mar-97     $13,703       $18,452.82
21-Mar-97     $13,771       $18,487.20
22-Mar-97     $13,771       $18,487.20
23-Mar-97     $13,771       $18,487.20
24-Mar-97     $13,809       $18,647.67
25-Mar-97     $13,866       $18,606.50
26-Mar-97     $14,057       $18,644.68
27-Mar-97     $14,057       $18,252.89
28-Mar-97     $14,057       $18,252.89
29-Mar-97     $14,057       $18,252.89
30-Mar-97     $14,057       $18,252.89
31-Mar-97     $13,394       $17,857.59
01-Apr-97     $13,310       $17,917.07
02-Apr-97     $13,114       $17,695.50
03-Apr-97     $13,236       $17,700.60
04-Apr-97     $13,331       $17,879.42
05-Apr-97     $13,331       $17,879.42
06-Apr-97     $13,331       $17,879.42
07-Apr-97     $13,594       $17,979.39
08-Apr-97     $13,716       $18,078.76
09-Apr-97     $13,525       $17,949.56
10-Apr-97     $13,431       $17,896.67
11-Apr-97     $13,246       $17,409.60
12-Apr-97     $13,246       $17,409.60
13-Apr-97     $13,246       $17,409.60
14-Apr-97     $13,106       $17,553.12
15-Apr-97     $13,175       $17,812.50
16-Apr-97     $13,153       $18,021.68
17-Apr-97     $13,026       $17,980.80
18-Apr-97     $12,949       $18,088.67
19-Apr-97     $12,949       $18,088.67
20-Apr-97     $12,949       $18,088.67
21-Apr-97     $12,739       $17,947.80
22-Apr-97     $12,717       $18,283.92
23-Apr-97     $12,716       $18,261.92
24-Apr-97     $12,687       $18,204.16
25-Apr-97     $12,506       $18,067.01
26-Apr-97     $12,506       $18,067.01
27-Apr-97     $12,506       $18,067.01
28-Apr-97     $12,480       $18,248.49
29-Apr-97     $12,614       $18,747.22
30-Apr-97     $12,628       $18,923.21
01-May-97     $12,703       $18,859.45
02-May-97     $12,818       $19,200.54
03-May-97     $12,818       $19,200.54
04-May-97     $12,818       $19,200.54
05-May-97     $13,202       $19,609.69
06-May-97     $13,135       $19,552.70
07-May-97     $13,107       $19,268.77
08-May-97     $13,160       $19,378.81
09-May-97     $13,224       $19,490.92
10-May-97     $13,224       $19,490.92
11-May-97     $13,224       $19,490.92
12-May-97     $12,992       $19,796.05
13-May-97     $12,839       $19,692.49
14-May-97     $12,914       $19,764.11
15-May-97     $12,861       $19,908.27
16-May-97     $12,700       $19,625.00
17-May-97     $12,700       $19,625.00
18-May-97     $12,700       $19,625.00
19-May-97     $12,670       $19,708.60
20-May-97     $12,857       $19,908.58
21-May-97     $12,989       $19,856.07
22-May-97     $12,888       $19,769.30
23-May-97     $13,204       $20,038.61
24-May-97     $13,204       $20,038.61
25-May-97     $13,204       $20,038.61
26-May-97     $13,204       $20,038.61
27-May-97     $13,410       $20,102.20
28-May-97     $13,541       $20,046.51
29-May-97     $13,495       $19,975.46
30-May-97     $13,610       $20,075.40
31-May-97     $13,610       $20,075.40
01-Jun-97     $13,610       $20,075.40
02-Jun-97     $13,627       $20,030.19
03-Jun-97     $13,467       $20,009.70
04-Jun-97     $13,472       $19,887.29
05-Jun-97     $13,603       $19,968.42
06-Jun-97     $13,755       $20,314.62
07-Jun-97     $13,755       $20,314.62
08-Jun-97     $13,755       $20,314.62
09-Jun-97     $13,868       $20,431.35
10-Jun-97     $13,672       $20,487.58
11-Jun-97     $13,813       $20,593.16
12-Jun-97     $13,837       $20,926.93
13-Jun-97     $14,053       $21,158.97
14-Jun-97     $14,053       $21,158.97
15-Jun-97     $14,053       $21,158.97
16-Jun-97     $14,146       $21,174.65
17-Jun-97     $14,255       $21,186.97
18-Jun-97     $14,255       $21,069.48
19-Jun-97     $14,275       $21,281.75
20-Jun-97     $14,489       $21,298.62
21-Jun-97     $14,489       $21,298.62
22-Jun-97     $14,489       $21,298.62
23-Jun-97     $13,963       $20,823.09
24-Jun-97     $14,114       $21,243.05
25-Jun-97     $14,002       $21,069.66
26-Jun-97     $13,909       $20,948.36
27-Jun-97     $13,934       $21,034.51
28-Jun-97     $13,934       $21,034.51
29-Jun-97     $13,934       $21,034.51
30-Jun-97     $14,028       $20,983.31
01-Jul-97     $14,134       $21,125.85
02-Jul-97     $14,183       $21,436.90
03-Jul-97     $14,386       $21,743.02
04-Jul-97     $14,386       $21,743.50
05-Jul-97     $14,386       $21,743.50
06-Jul-97     $14,386       $21,743.50
07-Jul-97     $15,015       $21,631.71
08-Jul-97     $15,119       $21,791.76
09-Jul-97     $15,171       $21,526.98
10-Jul-97     $15,203       $21,675.66
11-Jul-97     $15,456       $21,747.49
12-Jul-97     $15,456       $21,747.49
13-Jul-97     $15,456       $21,747.49
14-Jul-97     $15,790       $21,787.82
15-Jul-97     $15,985       $21,962.93
16-Jul-97     $15,912       $22,221.35
17-Jul-97     $15,765       $22,103.70
18-Jul-97     $15,416       $21,716.96
19-Jul-97     $15,416       $21,716.96
20-Jul-97     $15,416       $21,716.96
21-Jul-97     $15,266       $21,661.01
22-Jul-97     $15,631       $22,160.22
23-Jul-97     $15,581       $22,221.98
24-Jul-97     $15,678       $22,310.41
25-Jul-97     $15,732       $22,275.06
26-Jul-97     $15,732       $22,275.06
27-Jul-97     $15,732       $22,275.06
28-Jul-97     $15,868       $22,219.58
29-Jul-97     $16,047       $22,360.60
30-Jul-97     $16,357       $22,602.79
31-Jul-97     $16,247       $22,653.37
01-Aug-97     $16,336       $22,484.49
02-Aug-97     $16,336       $22,484.49
03-Aug-97     $16,336       $22,484.49
04-Aug-97     $16,526       $22,559.89
05-Aug-97     $16,636       $22,609.26
06-Aug-97     $16,792       $22,800.02
07-Aug-97     $16,965       $22,584.65
08-Aug-97     $16,598       $22,165.65
09-Aug-97     $16,598       $22,165.65
10-Aug-97     $16,598       $22,165.65
11-Aug-97     $16,461       $22,253.71
12-Aug-97     $16,232       $22,006.21
13-Aug-97     $16,125       $21,904.01
14-Aug-97     $16,228       $21,970.03
15-Aug-97     $15,959       $21,401.90
16-Aug-97     $15,959       $21,401.90
17-Aug-97     $15,959       $21,401.90
18-Aug-97     $16,116       $21,682.06
19-Aug-97     $16,390       $22,003.72
20-Aug-97     $16,602       $22,324.03
21-Aug-97     $16,486       $21,984.61
22-Aug-97     $16,395       $21,948.92
23-Aug-97     $16,395       $21,948.92
24-Aug-97     $16,395       $21,948.92
25-Aug-97     $16,411       $21,868.63
26-Aug-97     $16,250       $21,699.28
27-Aug-97     $16,158       $21,718.65
28-Aug-97     $16,085       $21,483.47
29-Aug-97     $16,024       $21,384.28
30-Aug-97     $16,024       $21,384.28
31-Aug-97     $16,024       $21,384.28
01-Sep-97     $16,024       $21,384.28
02-Sep-97     $16,169       $22,053.01
03-Sep-97     $16,259       $22,065.49
04-Sep-97     $16,289       $22,137.59
05-Sep-97     $16,246       $22,095.45
06-Sep-97     $16,246       $22,095.45
07-Sep-97     $16,246       $22,095.45
08-Sep-97     $16,196       $22,147.96
09-Sep-97     $16,286       $22,205.66
10-Sep-97     $16,097       $21,859.41
11-Sep-97     $16,027       $21,713.11
12-Sep-97     $15,752       $21,982.99
13-Sep-97     $15,752       $21,982.99
14-Sep-97     $15,752       $21,982.99
15-Sep-97     $15,533       $21,888.96
16-Sep-97     $15,471       $22,504.62
17-Sep-97     $15,260       $22,443.34
18-Sep-97     $15,303       $22,546.44
19-Sep-97     $15,330       $22,623.48
20-Sep-97     $15,330       $22,623.48
21-Sep-97     $15,330       $22,623.48
22-Sep-97     $15,508       $22,741.04
23-Sep-97     $15,464       $22,657.78
24-Sep-97     $15,383       $22,480.98
25-Sep-97     $15,284       $22,324.72
26-Sep-97     $15,375       $22,505.88
27-Sep-97     $15,375       $22,505.88
28-Sep-97     $15,375       $22,505.88
29-Sep-97     $15,468       $22,699.72
30-Sep-97     $15,378       $22,555.42
01-Oct-97     $15,569       $22,751.00
02-Oct-97     $15,517       $22,872.33
03-Oct-97     $15,548       $22,981.59
04-Oct-97     $15,548       $22,981.59
05-Oct-97     $15,548       $22,981.59
06-Oct-97     $15,785       $23,164.01
07-Oct-97     $15,877       $23,413.58
08-Oct-97     $16,182       $23,198.88
09-Oct-97     $16,128       $23,122.84
10-Oct-97     $16,070       $23,037.37
11-Oct-97     $16,070       $23,037.37
12-Oct-97     $16,070       $23,037.37
13-Oct-97     $16,067       $23,064.05
14-Oct-97     $15,903       $23,115.99
15-Oct-97     $15,803       $23,007.78
16-Oct-97     $15,413       $22,758.88
17-Oct-97     $15,154       $22,494.66
18-Oct-97     $15,154       $22,494.66
19-Oct-97     $15,154       $22,494.66
20-Oct-97     $15,433       $22,767.70
21-Oct-97     $15,468       $23,164.92
22-Oct-97     $15,254       $23,076.07
23-Oct-97     $14,800       $22,652.26
24-Oct-97     $14,707       $22,436.63
25-Oct-97     $14,707       $22,436.63
26-Oct-97     $14,707       $22,436.63
27-Oct-97     $13,702       $20,895.96
28-Oct-97     $14,207       $21,965.09
29-Oct-97     $14,202       $21,906.09
30-Oct-97     $13,942       $21,541.14
31-Oct-97     $14,038       $21,802.16
01-Nov-97     $14,038       $21,802.16
02-Nov-97     $14,038       $21,802.16
03-Nov-97     $14,517       $22,383.81
04-Nov-97     $14,419       $22,426.27
05-Nov-97     $14,463       $22,477.21
06-Nov-97     $14,388       $22,366.18
07-Nov-97     $14,197       $22,120.18
08-Nov-97     $14,197       $22,120.18
09-Nov-97     $14,197       $22,120.18
10-Nov-97     $14,165       $21,970.01
11-Nov-97     $14,040       $22,033.21
12-Nov-97     $13,817       $21,613.15
13-Nov-97     $13,877       $21,870.01
14-Nov-97     $13,899       $22,150.23
15-Nov-97     $13,899       $22,150.23
16-Nov-97     $13,899       $22,150.23
17-Nov-97     $13,971       $22,576.86
18-Nov-97     $13,891       $22,389.27
19-Nov-97     $13,916       $22,544.48
20-Nov-97     $13,946       $22,888.14
21-Nov-97     $13,962       $22,986.54
22-Nov-97     $13,962       $22,986.54
23-Nov-97     $13,962       $22,986.54
24-Nov-97     $13,814       $22,595.31
25-Nov-97     $13,778       $22,696.84
26-Nov-97     $13,810       $22,721.07
27-Nov-97     $13,810       $22,721.07
28-Nov-97     $13,817       $22,811.44
29-Nov-97     $13,817       $22,811.44
30-Nov-97     $13,817       $22,811.44
01-Dec-97     $13,824       $23,274.38
02-Dec-97     $13,731       $23,201.10
03-Dec-97     $13,669       $23,328.53
04-Dec-97     $13,643       $23,241.69
05-Dec-97     $13,649       $23,497.18
06-Dec-97     $13,649       $23,497.18
07-Dec-97     $13,649       $23,497.18
08-Dec-97     $13,639       $23,464.89
09-Dec-97     $13,632       $23,307.51
10-Dec-97     $13,593       $23,165.96
11-Dec-97     $13,568       $22,817.37
12-Dec-97     $13,581       $22,780.50
13-Dec-97     $13,581       $22,780.50
14-Dec-97     $13,581       $22,780.50
15-Dec-97     $13,567       $23,019.80
16-Dec-97     $13,576       $23,130.91
17-Dec-97     $13,600       $23,072.75
18-Dec-97     $13,733       $22,829.25
19-Dec-97     $13,783       $22,625.81
20-Dec-97     $13,783       $22,625.81
21-Dec-97     $13,783       $22,625.81
22-Dec-97     $13,246       $22,791.63
23-Dec-97     $13,298       $22,443.60
24-Dec-97     $13,769       $22,290.82
25-Dec-97     $13,799       $22,290.82
26-Dec-97     $13,800       $22,380.83
27-Dec-97     $13,800       $22,380.83
28-Dec-97     $13,800       $22,380.83
29-Dec-97     $13,906       $22,792.42
30-Dec-97     $13,881       $23,212.40
31-Dec-97     $13,902       $23,203.20
01-Jan-98     $13,902       $23,203.20
02-Jan-98     $13,904       $23,314.28
03-Jan-98     $13,904       $23,314.28
04-Jan-98     $13,904       $23,314.28
05-Jan-98     $13,848       $23,363.25
06-Jan-98     $13,838       $23,113.55
07-Jan-98     $13,825       $23,057.35
08-Jan-98     $13,705       $22,868.04
09-Jan-98     $13,686       $22,189.92
10-Jan-98     $13,686       $22,189.92
11-Jan-98     $13,686       $22,189.92
12-Jan-98     $13,636       $22,465.47
13-Jan-98     $13,707       $22,775.35
14-Jan-98     $13,793       $22,915.28
15-Jan-98     $13,765       $22,743.65
16-Jan-98     $13,724       $23,001.53
17-Jan-98     $13,724       $23,001.53
18-Jan-98     $13,724       $23,001.53
19-Jan-98     $13,724       $23,001.53
20-Jan-98     $13,685       $23,410.60
21-Jan-98     $13,884       $23,225.71
22-Jan-98     $13,813       $23,039.91
23-Jan-98     $13,797       $22,909.76
24-Jan-98     $13,797       $22,909.76
25-Jan-98     $13,797       $22,909.76
26-Jan-98     $13,681       $22,894.45
27-Jan-98     $13,769       $23,183.22
28-Jan-98     $13,957       $23,390.50
29-Jan-98     $13,934       $23,584.43
30-Jan-98     $13,946       $23,459.84
31-Jan-98     $13,946       $23,459.84
01-Feb-98     $13,946       $23,459.84
02-Feb-98     $14,041       $23,962.34
03-Feb-98     $14,101       $24,076.54
04-Feb-98     $14,054       $24,101.52
05-Feb-98     $13,997       $24,023.97
06-Feb-98     $14,052       $24,241.87
07-Feb-98     $14,052       $24,241.87
08-Feb-98     $14,052       $24,241.87
09-Feb-98     $14,071       $24,202.38
10-Feb-98     $14,114       $24,400.72
11-Feb-98     $14,129       $24,429.96
12-Feb-98     $14,103       $24,531.15
13-Feb-98     $14,111       $24,434.86
14-Feb-98     $14,111       $24,434.86
15-Feb-98     $14,111       $24,434.86
16-Feb-98     $14,111       $24,434.86
17-Feb-98     $14,039       $24,500.04
18-Feb-98     $14,086       $24,728.71
19-Feb-98     $14,048       $24,638.88
20-Feb-98     $14,105       $24,781.26
21-Feb-98     $14,105       $24,781.26
22-Feb-98     $14,105       $24,781.26
23-Feb-98     $14,115       $24,875.98
24-Feb-98     $14,037       $24,694.40
25-Feb-98     $14,083       $24,993.49
26-Feb-98     $14,172       $25,134.89
27-Feb-98     $14,168       $25,151.88
28-Feb-98     $14,168       $25,151.88
01-Mar-98     $14,168       $25,151.88
02-Mar-98     $14,053       $25,113.12
03-Mar-98     $14,004       $25,216.84
04-Mar-98     $13,907       $25,110.03
05-Mar-98     $13,844       $24,818.82
06-Mar-98     $13,898       $25,316.26
07-Mar-98     $13,898       $25,316.26
08-Mar-98     $13,898       $25,316.26
09-Mar-98     $13,825       $25,235.47
10-Mar-98     $13,789       $25,522.16
11-Mar-98     $14,069       $25,628.11
12-Mar-98     $14,183       $25,666.95
13-Mar-98     $14,265       $25,635.42
14-Mar-98     $14,265       $25,635.42
15-Mar-98     $14,265       $25,635.42
16-Mar-98     $14,278       $25,892.00
17-Mar-98     $14,301       $25,920.30
18-Mar-98     $14,373       $26,043.16
19-Mar-98     $14,399       $26,145.31
20-Mar-98     $14,442       $26,371.51
21-Mar-98     $14,442       $26,371.51
22-Mar-98     $14,442       $26,371.51
23-Mar-98     $14,470       $26,285.36
24-Mar-98     $14,486       $26,527.80
25-Mar-98     $14,470       $26,438.74
26-Mar-98     $14,472       $26,411.92
27-Mar-98     $14,408       $26,287.92
28-Mar-98     $14,408       $26,287.92
29-Mar-98     $14,408       $26,287.92
30-Mar-98     $14,373       $26,242.88
31-Mar-98     $14,440       $26,439.87
01-Apr-98     $14,643       $26,595.26
02-Apr-98     $14,870       $26,880.95
03-Apr-98     $14,997       $26,945.92
04-Apr-98     $14,997       $26,945.92
05-Apr-98     $14,997       $26,945.92
06-Apr-98     $14,978       $26,914.70
07-Apr-98     $14,740       $26,638.49
08-Apr-98     $14,775       $26,449.48
09-Apr-98     $14,781       $26,666.42
10-Apr-98     $14,781       $26,666.42
11-Apr-98     $14,781       $26,666.42
12-Apr-98     $14,781       $26,666.42
13-Apr-98     $14,743       $26,644.38
14-Apr-98     $14,756       $26,789.91
15-Apr-98     $14,885       $26,875.82
16-Apr-98     $14,682       $26,608.60
17-Apr-98     $14,703       $26,958.21
18-Apr-98     $14,703       $26,958.21
19-Apr-98     $14,703       $26,958.21
20-Apr-98     $14,816       $26,980.54
21-Apr-98     $14,855       $27,053.12
22-Apr-98     $14,912       $27,147.78
23-Apr-98     $14,855       $26,884.93
24-Apr-98     $15,000       $26,604.48
25-Apr-98     $15,000       $26,604.48
26-Apr-98     $15,000       $26,604.48
27-Apr-98     $14,807       $26,091.55
28-Apr-98     $14,906       $26,059.95
29-Apr-98     $15,057       $26,292.81
30-Apr-98     $15,114       $26,705.88
01-May-98     $15,175       $26,928.24
02-May-98     $15,175       $26,928.24
03-May-98     $15,175       $26,928.24
04-May-98     $15,297       $26,953.95
05-May-98     $15,340       $26,796.65
06-May-98     $15,281       $26,548.86
07-May-98     $15,367       $26,314.57
08-May-98     $15,519       $26,627.08
09-May-98     $15,519       $26,627.08
10-May-98     $15,519       $26,627.08
11-May-98     $15,464       $26,604.35
12-May-98     $15,471       $26,825.50
13-May-98     $15,823       $26,904.43
14-May-98     $15,796       $26,869.18
15-May-98     $15,582       $26,662.52
16-May-98     $15,582       $26,662.52
17-May-98     $15,582       $26,662.52
18-May-98     $15,487       $26,595.57
19-May-98     $15,571       $26,700.12
20-May-98     $15,699       $26,917.73
21-May-98     $15,820       $26,811.44
22-May-98     $15,836       $26,711.30
23-May-98     $15,836       $26,711.47
24-May-98     $15,836       $26,711.64
25-May-98     $15,836       $26,711.81
26-May-98     $15,303       $26,316.40
27-May-98     $14,937       $26,276.85
28-May-98     $15,200       $26,409.77
29-May-98     $15,397       $26,247.36
30-May-98     $15,397       $26,248.08
31-May-98     $15,397       $26,248.80
01-Jun-98     $14,924       $26,253.54
02-Jun-98     $14,795       $26,307.59
03-Jun-98     $14,946       $26,061.00
04-Jun-98     $14,984       $26,352.39
05-Jun-98     $15,089       $26,811.38
06-Jun-98     $15,089       $26,812.32
07-Jun-98     $15,089       $26,813.26
08-Jun-98     $15,178       $26,859.48
09-Jun-98     $15,194       $26,924.81
10-Jun-98     $14,793       $26,778.73
11-Jun-98     $14,443       $26,359.65
12-Jun-98     $14,296       $26,462.65
13-Jun-98     $14,296       $26,463.05
14-Jun-98     $14,296       $26,463.46
15-Jun-98     $13,974       $25,937.90
16-Jun-98     $14,241       $26,192.80
17-Jun-98     $14,460       $26,663.91
18-Jun-98     $14,323       $26,647.25
19-Jun-98     $14,246       $26,509.67
20-Jun-98     $14,246       $26,509.87
21-Jun-98     $14,246       $26,510.06
22-Jun-98     $14,334       $26,572.95
23-Jun-98     $14,328       $26,964.37
24-Jun-98     $14,434       $27,287.88
25-Jun-98     $14,262       $27,201.16
26-Jun-98     $14,290       $27,300.09
27-Jun-98     $14,290       $27,304.59
28-Jun-98     $14,290       $27,309.10
29-Jun-98     $14,374       $27,436.87
30-Jun-98     $14,574       $27,327.17
01-Jul-98     $14,618       $27,682.88
02-Jul-98     $14,372       $27,631.33
03-Jul-98     $14,372       $27,631.35
04-Jul-98     $14,372       $27,631.38
05-Jul-98     $14,372       $27,631.40
06-Jul-98     $14,414       $27,897.93
07-Jul-98     $14,656       $27,834.41
08-Jul-98     $14,602       $28,123.83
09-Jul-98     $14,438       $27,935.87
10-Jul-98     $14,462       $28,075.05
11-Jul-98     $14,462       $28,075.10
12-Jul-98     $14,462       $28,075.14
13-Jul-98     $14,615       $28,097.04
14-Jul-98     $14,632       $28,396.19
15-Jul-98     $14,613       $28,329.52
16-Jul-98     $14,594       $28,551.44
17-Jul-98     $14,599       $28,618.00
18-Jul-98     $14,599       $28,618.00
19-Jul-98     $14,599       $28,618.00
20-Jul-98     $14,510       $28,554.33
21-Jul-98     $14,179       $28,095.50
22-Jul-98     $14,146       $28,073.70
23-Jul-98     $13,703       $27,487.26
24-Jul-98     $13,537       $27,512.58
25-Jul-98     $13,537       $27,512.58
26-Jul-98     $13,537       $27,512.58
27-Jul-98     $13,537       $27,668.64
28-Jul-98     $13,404       $27,257.93
29-Jul-98     $13,020       $27,141.95
30-Jul-98     $12,957       $27,573.85
31-Jul-98     $12,740       $27,036.34
01-Aug-98     $12,740       $27,036.34
02-Aug-98     $12,740       $27,036.34
03-Aug-98     $12,522       $26,838.68
04-Aug-98     $12,007       $25,866.55
05-Aug-98     $11,929       $26,094.91
06-Aug-98     $12,533       $26,295.07
07-Aug-98     $12,533       $26,290.80
08-Aug-98     $12,533       $26,290.87
09-Aug-98     $12,720       $26,290.94
10-Aug-98     $12,711       $26,140.26
11-Aug-98     $12,300       $25,803.57
12-Aug-98     $12,498       $26,176.32
13-Aug-98     $12,310       $25,952.15
14-Aug-98     $12,219       $25,659.89
15-Aug-98     $12,219       $25,661.22
16-Aug-98     $12,219       $25,662.55
17-Aug-98     $12,216       $26,168.48
18-Aug-98     $12,370       $26,594.52
19-Aug-98     $12,133       $26,520.33
20-Aug-98     $11,840       $26,365.88
21-Aug-98     $11,607       $26,114.64
22-Aug-98     $11,607       $26,115.07
23-Aug-98     $11,607       $26,115.51
24-Aug-98     $11,333       $26,283.74
25-Aug-98     $11,182       $26,397.83
26-Aug-98     $10,834       $26,190.51
27-Aug-98     $10,389       $25,187.93
28-Aug-98     $10,104       $24,818.32
29-Aug-98     $10,104       $24,821.97
30-Aug-98     $10,104       $24,825.62
31-Aug-98     $9,156        $23,137.59
01-Sep-98     $9,355        $24,031.93
02-Sep-98     $9,675        $23,946.48
03-Sep-98     $9,476        $23,748.47
04-Sep-98     $9,559        $23,547.22
05-Sep-98     $9,559        $23,548.33
06-Sep-98     $9,559        $23,549.45
07-Sep-98     $9,559        $23,550.56
08-Sep-98     $10,042       $24,750.71
09-Sep-98     $9,884        $24,334.78
10-Sep-98     $9,551        $23,706.17
11-Sep-98     $9,667        $24,411.46
12-Sep-98     $9,667        $24,418.52
13-Sep-98     $9,667        $24,425.59
14-Sep-98     $10,073       $24,930.51
15-Sep-98     $10,035       $25,123.37
16-Sep-98     $10,156       $25,313.94
17-Sep-98     $9,950        $24,671.33
18-Sep-98     $9,966        $24,700.97
19-Sep-98     $9,966        $24,701.07
20-Sep-98     $9,966        $24,701.16
21-Sep-98     $9,923        $24,793.69
22-Sep-98     $10,096       $24,932.73
23-Sep-98     $10,439       $25,816.47
24-Sep-98     $10,522       $25,250.59
25-Sep-98     $10,614       $25,299.75
26-Sep-98     $10,614       $25,299.75
27-Sep-98     $10,614       $25,299.75
28-Sep-98     $10,520       $25,403.12
29-Sep-98     $10,485       $25,411.55
30-Sep-98     $10,063       $24,637.71
01-Oct-98     $9,786        $23,896.31
02-Oct-98     $9,691        $24,290.37
03-Oct-98     $9,691        $24,291.73
04-Oct-98     $9,691        $24,293.09
05-Oct-98     $9,509        $23,952.90
06-Oct-98     $9,704        $23,857.94
07-Oct-98     $9,214        $23,527.91
08-Oct-98     $8,900        $23,256.07
09-Oct-98     $9,338        $23,860.84
10-Oct-98     $9,338        $23,860.84
11-Oct-98     $9,338        $23,860.84
12-Oct-98     $9,543        $24,183.71
13-Oct-98     $9,837        $24,114.67
14-Oct-98     $10,147       $24,375.17
15-Oct-98     $10,423       $25,392.39
16-Oct-98     $10,536       $25,609.11
17-Oct-98     $10,536       $25,609.35
18-Oct-98     $10,536       $25,609.60
19-Oct-98     $10,694       $25,754.32
20-Oct-98     $10,818       $25,791.65
21-Oct-98     $10,975       $25,938.63
22-Oct-98     $11,412       $26,146.79
23-Oct-98     $11,494       $25,957.68
24-Oct-98     $11,494       $25,957.92
25-Oct-98     $11,494       $25,958.17
26-Oct-98     $11,659       $25,998.17
27-Oct-98     $11,826       $25,828.94
28-Oct-98     $11,698       $25,900.63
29-Oct-98     $11,852       $26,336.64
30-Oct-98     $12,154       $26,645.76
31-Oct-98     $12,154       $26,645.91
01-Nov-98     $12,154       $26,646.05
02-Nov-98     $12,465       $26,959.74
03-Nov-98     $12,452       $26,942.04
04-Nov-98     $12,663       $27,135.85
05-Nov-98     $12,666       $27,506.38
06-Nov-98     $12,782       $27,682.62
07-Nov-98     $12,782       $27,685.17
08-Nov-98     $12,782       $27,687.72
09-Nov-98     $12,647       $27,429.70
10-Nov-98     $12,542       $27,387.37
11-Nov-98     $12,489       $27,210.41
12-Nov-98     $12,343       $27,133.64
13-Nov-98     $12,479       $27,329.89
14-Nov-98     $12,479       $27,331.20
15-Nov-98     $12,479       $27,332.51
16-Nov-98     $12,623       $27,579.34
17-Nov-98     $12,645       $27,663.74
18-Nov-98     $12,620       $27,792.40
19-Nov-98     $12,823       $28,007.07
20-Nov-98     $12,718       $28,272.97
21-Nov-98     $12,718       $28,273.05
22-Nov-98     $12,718       $28,273.12
23-Nov-98     $12,814       $28,876.95
24-Nov-98     $12,692       $28,769.29
25-Nov-98     $12,904       $28,866.23
26-Nov-98     $12,904       $28,868.80
27-Nov-98     $12,941       $29,005.45
28-Nov-98     $12,941       $29,010.27
29-Nov-98     $12,941       $29,015.09
30-Nov-98     $12,787       $28,317.75
01-Dec-98     $12,604       $28,602.11
02-Dec-98     $12,724       $28,510.71
03-Dec-98     $12,589       $27,997.55
04-Dec-98     $12,804       $28,645.21
05-Dec-98     $12,804       $28,645.36
06-Dec-98     $12,804       $28,645.50
07-Dec-98     $12,791       $28,912.74
08-Dec-98     $12,725       $28,760.62
09-Dec-98     $12,584       $28,814.20
10-Dec-98     $12,398       $28,365.22
11-Dec-98     $12,310       $28,406.08
12-Dec-98     $12,310       $28,411.88
13-Dec-98     $12,310       $28,417.67
14-Dec-98     $11,903       $27,802.40
15-Dec-98     $11,883       $28,329.60
16-Dec-98     $11,773       $28,308.95
17-Dec-98     $11,806       $28,750.44
18-Dec-98     $11,907       $28,946.72
19-Dec-98     $11,907       $28,946.87
20-Dec-98     $11,907       $28,947.01
21-Dec-98     $11,919       $29,308.50
22-Dec-98     $11,855       $29,326.78
23-Dec-98     $12,016       $29,935.38
24-Dec-98     $12,070       $29,880.60
25-Dec-98     $12,070       $29,881.14
26-Dec-98     $12,070       $29,881.67
27-Dec-98     $12,070       $29,882.21
28-Dec-98     $11,873       $29,863.20
29-Dec-98     $11,839       $30,269.50
30-Dec-98     $12,845       $30,029.52
31-Dec-98     $12,092       $29,963.98
01-Jan-99     $12,092       $29,964.24
02-Jan-99     $12,092       $29,964.51
03-Jan-99     $12,092       $29,964.78
04-Jan-99     $12,366       $29,938.16
05-Jan-99     $12,636       $30,346.05
06-Jan-99     $13,139       $31,024.82
07-Jan-99     $13,281       $30,963.06
08-Jan-99     $13,124       $31,093.76
09-Jan-99     $13,124       $31,093.76
10-Jan-99     $13,124       $31,093.76
11-Jan-99     $13,118       $30,820.40
12-Jan-99     $12,870       $30,226.13
13-Jan-99     $12,797       $30,103.39
14-Jan-99     $12,752       $29,562.17
15-Jan-99     $13,001       $30,320.30
16-Jan-99     $13,001       $30,320.72
17-Jan-99     $13,001       $30,321.13
18-Jan-99     $13,001       $30,321.55
19-Jan-99     $13,432       $30,534.95
20-Jan-99     $13,226       $30,649.36
21-Jan-99     $13,096       $30,126.09
22-Jan-99     $13,185       $29,883.16
23-Jan-99     $13,185       $29,883.40
24-Jan-99     $13,185       $29,883.65
25-Jan-99     $13,272       $30,098.16
26-Jan-99     $13,298       $30,545.38
27-Jan-99     $13,198       $30,326.66
28-Jan-99     $13,179       $30,871.46
29-Jan-99     $13,057       $31,219.61
30-Jan-99     $13,057       $31,219.61
31-Jan-99     $13,057       $31,219.61
01-Feb-99     $13,012       $31,057.62
02-Feb-99     $12,974       $30,790.27
03-Feb-99     $13,005       $31,040.21
04-Feb-99     $12,947       $30,467.21
05-Feb-99     $12,622       $30,246.05
06-Feb-99     $12,622       $30,246.05
07-Feb-99     $12,622       $30,246.05
08-Feb-99     $12,603       $30,357.55
09-Feb-99     $12,634       $29,683.58
10-Feb-99     $12,646       $29,870.25
11-Feb-99     $12,584       $30,616.96
12-Feb-99     $12,467       $30,034.11
13-Feb-99     $12,467       $30,034.11
14-Feb-99     $12,467       $30,034.11
15-Feb-99     $12,467       $30,034.11
16-Feb-99     $12,616       $30,320.90
17-Feb-99     $12,499       $29,888.86
18-Feb-99     $12,583       $30,214.73
19-Feb-99     $12,815       $30,261.47
20-Feb-99     $12,815       $30,261.47
21-Feb-99     $12,815       $30,261.47
22-Feb-99     $12,867       $31,066.80
23-Feb-99     $12,802       $31,043.87
24-Feb-99     $12,676       $30,612.91
25-Feb-99     $12,599       $30,412.00
26-Feb-99     $12,464       $30,249.34
27-Feb-99     $12,464       $30,249.34
28-Feb-99     $12,464       $30,249.34
01-Mar-99     $12,513       $30,197.19
02-Mar-99     $12,483       $29,937.22
03-Mar-99     $12,396       $29,997.68
04-Mar-99     $12,422       $30,464.54
05-Mar-99     $12,522       $31,169.61
06-Mar-99     $12,522       $31,169.61
07-Mar-99     $12,522       $31,169.61
08-Mar-99     $12,601       $31,348.86
09-Mar-99     $12,585       $31,278.31
10-Mar-99     $12,742       $31,451.31
11-Mar-99     $12,917       $31,723.68
12-Mar-99     $12,918       $31,648.46
13-Mar-99     $12,918       $31,648.46
14-Mar-99     $12,918       $31,648.46
15-Mar-99     $12,877       $31,958.64
16-Mar-99     $12,772       $31,936.81
17-Mar-99     $12,715       $31,729.81
18-Mar-99     $12,856       $32,188.78
19-Mar-99     $12,766       $31,766.86
20-Mar-99     $12,766       $31,766.86
21-Mar-99     $12,766       $31,766.86
22-Mar-99     $12,738       $31,711.61
23-Mar-99     $12,553       $30,859.24
24-Mar-99     $12,583       $31,017.40
25-Mar-99     $12,547       $31,540.98
26-Mar-99     $12,529       $31,365.18
27-Mar-99     $12,529       $31,365.18
28-Mar-99     $12,529       $31,365.18
29-Mar-99     $12,782       $32,038.92
30-Mar-99     $12,594       $31,810.88
31-Mar-99     $12,651       $31,459.58
01-Apr-99     $12,600       $31,640.82
02-Apr-99     $12,600       $31,640.82
03-Apr-99     $12,600       $31,640.82
04-Apr-99     $12,600       $31,640.82
05-Apr-99     $12,693       $32,311.12
06-Apr-99     $12,594       $32,233.40
07-Apr-99     $12,506       $32,460.08
08-Apr-99     $12,514       $32,879.50
09-Apr-99     $12,658       $32,986.41
10-Apr-99     $12,658       $32,986.41
11-Apr-99     $12,658       $32,986.41
12-Apr-99     $12,784       $33,238.29
13-Apr-99     $12,756       $33,024.08
14-Apr-99     $12,731       $32,501.67
15-Apr-99     $12,753       $32,365.00
16-Apr-99     $12,751       $32,270.83
17-Apr-99     $12,751       $32,270.83
18-Apr-99     $12,751       $32,270.83
19-Apr-99     $12,682       $31,548.83
20-Apr-99     $12,646       $31,957.18
21-Apr-99     $12,952       $32,691.68
22-Apr-99     $12,925       $33,247.95
23-Apr-99     $12,853       $33,199.50
24-Apr-99     $12,853       $33,199.50
25-Apr-99     $12,853       $33,199.50
26-Apr-99     $12,907       $33,277.56
27-Apr-99     $13,006       $33,345.09
28-Apr-99     $12,936       $33,056.68
29-Apr-99     $12,767       $32,864.82
30-Apr-99     $12,697       $32,677.86
01-May-99     $12,697       $32,677.86
02-May-99     $12,697       $32,677.86
03-May-99     $12,807       $33,153.89
04-May-99     $12,669       $32,600.32
05-May-99     $12,770       $32,982.40
06-May-99     $12,902       $32,611.18
07-May-99     $12,773       $32,928.27
08-May-99     $12,773       $32,928.27
09-May-99     $12,773       $32,928.27
10-May-99     $12,881       $32,822.36
11-May-99     $13,003       $33,199.27
12-May-99     $13,109       $33,411.18
13-May-99     $13,213       $33,499.09
14-May-99     $13,135       $32,771.23
15-May-99     $13,135       $32,771.23
16-May-99     $13,135       $32,771.23
17-May-99     $13,104       $32,813.54
18-May-99     $13,174       $32,664.55
19-May-99     $13,387       $32,933.13
20-May-99     $13,341       $32,802.52
21-May-99     $13,237       $32,593.55
22-May-99     $13,237       $32,593.55
23-May-99     $13,237       $32,593.55
24-May-99     $13,276       $32,014.57
25-May-99     $13,197       $31,470.03
26-May-99     $13,065       $31,973.34
27-May-99     $12,963       $31,405.38
28-May-99     $12,994       $31,906.22
29-May-99     $12,994       $31,906.22
30-May-99     $12,994       $31,906.22
31-May-99     $12,994       $31,906.22
01-Jun-99     $12,833       $31,721.40
02-Jun-99     $12,843       $31,741.40
03-Jun-99     $12,867       $31,857.74
04-Jun-99     $12,904       $32,549.84
05-Jun-99     $12,904       $32,549.84
06-Jun-99     $12,904       $32,549.84
07-Jun-99     $13,098       $32,717.10
08-Jun-99     $13,009       $32,296.75
09-Jun-99     $13,081       $32,331.27
10-Jun-99     $12,988       $31,943.68
11-Jun-99     $12,975       $31,725.63
12-Jun-99     $12,975       $31,725.63
13-Jun-99     $12,975       $31,725.63
14-Jun-99     $12,899       $31,735.05
15-Jun-99     $12,964       $31,910.82
16-Jun-99     $13,073       $32,629.28
17-Jun-99     $13,246       $32,863.55
18-Jun-99     $13,257       $32,935.75
19-Jun-99     $13,257       $32,935.75
20-Jun-99     $13,257       $32,935.75
21-Jun-99     $13,394       $33,087.43
22-Jun-99     $13,446       $32,765.70
23-Jun-99     $13,529       $32,696.93
24-Jun-99     $13,461       $32,273.16
25-Jun-99     $13,389       $32,261.71
26-Jun-99     $13,389       $32,261.71
27-Jun-99     $13,389       $32,261.71
28-Jun-99     $13,505       $32,659.62
29-Jun-99     $13,551       $33,153.04
30-Jun-99     $13,677       $33,676.96
01-Jul-99     $13,975       $33,880.91
02-Jul-99     $13,997       $34,132.63
03-Jul-99     $13,997       $34,132.63
04-Jul-99     $13,997       $34,132.63
05-Jul-99     $13,997       $34,132.63
06-Jul-99     $14,116       $34,060.35
07-Jul-99     $14,150       $34,257.43
08-Jul-99     $14,116       $34,224.25
09-Jul-99     $14,181       $34,441.71
10-Jul-99     $14,181       $34,441.71
11-Jul-99     $14,181       $34,441.71
12-Jul-99     $14,125       $34,339.17
13-Jul-99     $14,110       $34,204.59
14-Jul-99     $14,172       $34,318.58
15-Jul-99     $14,287       $34,599.75
16-Jul-99     $14,290       $34,824.93
17-Jul-99     $14,290       $34,824.93
18-Jul-99     $14,290       $34,824.93
19-Jul-99     $14,137       $34,551.98
20-Jul-99     $13,979       $33,802.18
21-Jul-99     $14,043       $33,857.75
22-Jul-99     $13,964       $33,408.56
23-Jul-99     $13,949       $33,309.63
24-Jul-99     $13,949       $33,309.63
25-Jul-99     $13,949       $33,309.63
26-Jul-99     $13,880       $33,084.28
27-Jul-99     $13,916       $33,454.46
28-Jul-99     $14,008       $33,520.20
29-Jul-99     $13,968       $32,927.50
30-Jul-99     $13,944       $32,625.41
31-Jul-99     $13,944       $32,625.41
01-Aug-99     $13,944       $32,625.41
02-Aug-99     $13,913       $32,609.06
03-Aug-99     $13,837       $32,465.98
04-Aug-99     $13,696       $32,057.04
05-Aug-99     $13,776       $32,265.25
06-Aug-99     $13,685       $31,941.40
07-Aug-99     $13,685       $31,941.40
08-Aug-99     $13,685       $31,941.40
09-Aug-99     $13,755       $31,880.70
10-Aug-99     $13,746       $31,479.62
11-Aug-99     $13,989       $31,991.45
12-Aug-99     $13,954       $31,899.92
13-Aug-99     $14,111       $32,626.55
14-Aug-99     $14,111       $32,626.55
15-Aug-99     $14,111       $32,626.55
16-Aug-99     $14,033       $32,703.42
17-Aug-99     $14,112       $33,032.72
18-Aug-99     $14,213       $32,757.83
19-Aug-99     $14,206       $32,532.06
20-Aug-99     $14,251       $32,852.12
21-Aug-99     $14,251       $32,852.12
22-Aug-99     $14,251       $32,852.12
23-Aug-99     $14,328       $33,432.79
24-Aug-99     $14,289       $33,513.61
25-Aug-99     $14,363       $33,965.54
26-Aug-99     $14,255       $33,479.70
27-Aug-99     $14,183       $33,144.66
28-Aug-99     $14,183       $33,144.66
29-Aug-99     $14,183       $33,144.66
30-Aug-99     $14,239       $32,552.38
31-Aug-99     $14,277       $32,464.00
01-Sep-99     $14,353       $32,733.39
02-Sep-99     $14,099       $32,439.69
03-Sep-99     $14,354       $33,378.49
04-Sep-99     $14,354       $33,378.49
05-Sep-99     $14,354       $33,378.49
06-Sep-99     $14,354       $33,378.49
07-Sep-99     $14,323       $33,214.48
08-Sep-99     $14,439       $33,062.80
09-Sep-99     $14,590       $33,149.19
10-Sep-99     $14,612       $33,247.58
11-Sep-99     $14,612       $33,247.58
12-Sep-99     $14,612       $33,247.58
13-Sep-99     $14,566       $33,070.11
14-Sep-99     $14,406       $32,877.46
15-Sep-99     $14,095       $32,427.86
16-Sep-99     $14,089       $32,442.30
17-Sep-99     $14,046       $32,859.57
18-Sep-99     $14,046       $32,859.57
19-Sep-99     $14,046       $32,859.57
20-Sep-99     $13,960       $32,862.86
21-Sep-99     $13,750       $32,175.18
22-Sep-99     $13,866       $32,247.99
23-Sep-99     $13,657       $31,507.44
24-Sep-99     $13,514       $31,432.39
25-Sep-99     $13,514       $31,432.39
26-Sep-99     $13,514       $31,432.39
27-Sep-99     $13,746       $31,578.80
28-Sep-99     $13,732       $31,559.31
29-Sep-99     $13,640       $31,221.05
30-Sep-99     $13,804       $31,578.86
01-Oct-99     $13,879       $31,582.01
02-Oct-99     $13,804       $31,582.01
03-Oct-99     $13,879       $31,582.01
04-Oct-99     $14,082       $32,119.47
05-Oct-99     $14,100       $32,040.71
06-Oct-99     $14,325       $32,638.07
07-Oct-99     $14,245       $32,447.62
08-Oct-99     $14,209       $32,900.24
09-Oct-99     $14,209       $32,900.24
10-Oct-99     $14,209       $32,900.24
11-Oct-99     $14,280       $32,880.29
12-Oct-99     $14,115       $32,334.37
13-Oct-99     $13,788       $31,659.77
14-Oct-99     $13,788       $31,607.42
15-Oct-99     $13,384       $30,720.58
16-Oct-99     $13,384       $30,720.58
17-Oct-99     $13,384       $30,720.58
18-Oct-99     $13,366       $30,886.32
19-Oct-99     $13,557       $31,063.40
20-Oct-99     $13,533       $31,757.63
21-Oct-99     $13,390       $31,614.65
22-Oct-99     $13,608       $32,059.24
23-Oct-99     $13,608       $32,059.24
24-Oct-99     $13,608       $32,059.24
25-Oct-99     $13,496       $31,861.76
26-Oct-99     $13,427       $31,573.10
27-Oct-99     $13,382       $31,940.08
28-Oct-99     $13,693       $33,072.25
29-Oct-99     $13,592       $33,577.21
30-Oct-99     $13,592       $33,577.21
31-Oct-99     $13,592       $33,577.21
01-Nov-99     $13,325       $33,360.49
02-Nov-99     $13,433       $33,203.73
03-Nov-99     $13,544       $33,385.89
04-Nov-99     $13,614       $33,576.21
05-Nov-99     $13,571       $33,763.66
06-Nov-99     $13,571       $33,763.66
07-Nov-99     $13,571       $33,763.66
08-Nov-99     $13,670       $33,933.83
09-Nov-99     $13,565       $33,651.37
10-Nov-99     $13,546       $33,856.68
11-Nov-99     $13,676       $34,053.89
12-Nov-99     $13,752       $34,416.89
13-Nov-99     $13,752       $34,416.89
14-Nov-99     $13,752       $34,416.89
15-Nov-99     $13,983       $34,376.46
16-Nov-99     $14,293       $35,010.08
17-Nov-99     $14,417       $34,784.76
18-Nov-99     $14,907       $35,137.47
19-Nov-99     $14,723       $35,065.04
20-Nov-99     $14,723       $35,065.04
21-Nov-99     $14,723       $35,065.04
22-Nov-99     $14,881       $35,039.35
23-Nov-99     $14,585       $34,639.03
24-Nov-99     $14,620       $34,946.10
25-Nov-99     $14,620       $34,946.10
26-Nov-99     $14,590       $34,937.27
27-Nov-99     $14,590       $34,937.27
28-Nov-99     $14,590       $34,937.27
29-Nov-99     $14,622       $34,725.97
30-Nov-99     $14,614       $34,259.80
01-Dec-99     $14,584       $34,484.53
02-Dec-99     $14,595       $34,764.09
03-Dec-99     $14,627       $35,362.71
04-Dec-99     $14,627       $35,362.71
05-Dec-99     $14,627       $35,362.71
06-Dec-99     $14,769       $35,117.77
07-Dec-99     $14,787       $34,768.94
08-Dec-99     $14,634       $34,641.56
09-Dec-99     $14,555       $34,746.53
10-Dec-99     $14,723       $34,966.96
11-Dec-99     $14,723       $34,966.96
12-Dec-99     $14,723       $34,966.96
13-Dec-99     $14,581       $34,922.69
14-Dec-99     $14,446       $34,625.78
15-Dec-99     $14,384       $34,877.68
16-Dec-99     $14,513       $35,013.88
17-Dec-99     $14,518       $35,070.54
18-Dec-99     $14,518       $35,070.54
19-Dec-99     $14,518       $35,070.54
20-Dec-99     $14,504       $34,998.30
21-Dec-99     $14,628       $35,377.16
22-Dec-99     $14,594       $35,447.95
23-Dec-99     $14,883       $35,996.53
24-Dec-99     $14,883       $35,996.53
25-Dec-99     $14,883       $35,996.53
26-Dec-99     $14,883       $35,996.53
27-Dec-99     $15,029       $35,965.67
28-Dec-99     $15,047       $35,979.79
29-Dec-99     $15,158       $36,127.69
30-Dec-99     $15,166       $36,153.24
31-Dec-99     $15,155       $36,271.54
01-Jan-00     $15,155       $36,271.54
02-Jan-00     $15,155       $36,271.54
03-Jan-00     $15,189       $35,925.45
04-Jan-00     $14,899       $34,549.06
05-Jan-00     $14,900       $34,618.51
06-Jan-00     $15,144       $34,658.51
07-Jan-00     $15,459       $35,597.42
08-Jan-00     $15,459       $35,597.42
09-Jan-00     $15,459       $35,597.42
10-Jan-00     $15,617       $35,996.45
11-Jan-00     $15,594       $35,527.30
12-Jan-00     $15,572       $35,373.62
13-Jan-00     $15,921       $35,804.10
14-Jan-00     $15,853       $36,186.18
15-Jan-00     $15,853       $36,186.18
16-Jan-00     $15,853       $36,186.18
17-Jan-00     $15,853       $36,186.18
18-Jan-00     $15,993       $35,939.30
19-Jan-00     $16,323       $35,959.67
20-Jan-00     $16,426       $35,704.63
21-Jan-00     $16,366       $35,600.65
22-Jan-00     $16,366       $35,600.65
23-Jan-00     $16,366       $35,600.65
24-Jan-00     $15,797       $34,617.14
25-Jan-00     $15,852       $34,828.13
26-Jan-00     $16,021       $34,683.85
27-Jan-00     $16,017       $34,550.26
28-Jan-00     $15,456       $33,601.62
29-Jan-00     $15,456       $33,601.62
30-Jan-00     $15,456       $33,601.62
31-Jan-00     $15,341       $34,449.07
</TABLE>


                                   MANAGEMENT

American Heritage Management Corporation (AHMC ), 1370 Avenue of the Americas,
New York, New York 10019 has been our investment adviser since our inception.
Since 1990, AHMC has provided investment advice to The American Heritage Fund,
Inc. AHMC provides continuous investment advice to us and places orders for
purchases and sales of our securities.

We make our investment decisions based upon advice furnished to us by AHMC.

For the fiscal year ended January 31, 2000, the investment advisory fee
represented 1.25% of our average net assets without giving effect to the waiver
of a portion of the fee by AHMC.


Heiko H. Thieme is our portfolio manager and has been primarily responsible for
the day-to-day




<PAGE>   11

management of our portfolio since our inception. Mr. Thieme also renders
investment advice to one U.S. and two foreign investment companies and is the
Chief Executive Officer of a securities broker-dealer.



We and AHMC have adopted Codes of Ethics governing personal securities
transactions. Under the Codes, our personnel and personnel of AHMC may purchase
and sell securities (including securities held by us) subject to certain
reporting requirements and other procedures.


                                PRICING OF SHARES


The price at which you buy and redeem our shares is the net asset value (NAV)
per share. The NAV represents the value of our total assets less our
liabilities. The NAV per share is generally calculated as of the close of the
regular trading session of the New York Stock Exchange (generally 4 P.M. Eastern
Time). Our shares will not be priced on the days when the New York Stock
Exchange is closed for trading such as weekends and certain national holidays.
In calculating the NAV, portfolio securities will be valued at market value when
there is a reliable quotation available for the securities. The value of all
other assets will be determined by our Board of Directors at amounts which it
thinks represent their fair value.



                          PROCEDURES FOR BUYING SHARES



The minimum investment requirements to purchase our shares are:


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
                                        Opening the Account                  Adding to the Account
- ----------------------------------------------------------------------------------------------------
<S>                                          <C>                                    <C>
Regular Accounts                              $1,000                                 $500
- ----------------------------------------------------------------------------------------------------
IRAs, Custodian Accounts                        500                                   500
and Keogh Accounts
- ----------------------------------------------------------------------------------------------------
</TABLE>

We may change these minimum investment amounts at any time and we can refuse any
purchase order that might adversely affect our operations.


Once we accept your order to purchase, the purchase price will be the next
calculated NAV per share. You pay no sales load for buying shares. We will not
issue share certificates. Each purchase of shares will be confirmed in writing
to the purchaser.



You may buy shares in any of these ways:


BY TELEPHONE


Call 1-800-828-5050 to buy our shares. We must receive your payment within three
business days of your order. To meet this deadline, you may send a check by
overnight mail or wire payment, or you may make an electronic transfer through
your bank.





<PAGE>   12

BY MAIL

Mail your application and check to:

                        American Heritage Growth Fund, Inc.
                        Location 0367
                        Cincinnati, OH 45264-0367


If you purchase additional shares, you must send a completed investment slip
together with a check that has your account number on it.


THROUGH CERTAIN BROKER-DEALERS


Our shares may be purchased through certain registered broker-dealers. We impose
no sales load or service charge, but the 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 us.


BY COURIER

Deliver your application and check to:

                        American Heritage Growth Fund, Inc.
                        c/o Firstar Bank, N.A.
                        425 Walnut Street
                        Mutual Fund Custodian Department
                        Cincinnati, OH 45202

If you purchase additional shares, you must send a completed investment slip
together with a check that has your account number on it.


                         PROCEDURES FOR REDEEMING SHARES



Any shareholder may redeem his or her shares by making a written request
directly to our Transfer Agent, American Data Services, Inc., 150 Motor Parkway,
Suite 109, Hauppauge, New York 11788. Redemptions may be made by telephone upon
the request of certain financial institutions who are holders of record of
shares issued by us, within our sole discretion. We have instructed our 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 us is unauthorized or
fraudulent, we could sustain losses.



The redemption price will be the NAV per share next determined by us following
receipt of a proper request for redemption. There is no redemption charge
imposed by us.





<PAGE>   13


Payment for shares redeemed will normally be made within seven days after
receipt of a proper written request. Payment will not be mailed before clearance
of the purchaser's check. The determination of the NAV and the right of
redemption may be suspended or the payment date postponed when: (a) trading on
the New York Stock Exchange is restricted as determined by the Securities and
Exchange Commission or the Exchange is closed for other than customary weekend
and holiday closings; (b) when an emergency exists, as determined by the
Securities and Exchange Commission, as a result of which disposal by us of
securities we own is not reasonably practicable, or it is not reasonably
practicable for us fairly to determine the value of its net assets; or (c) when
the Securities and Exchange Commission by Order so permits for the protection of
the our shareholders.



All proper 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.


                             DISTRIBUTIONS AND TAXES


We intend to distribute as dividends our net investment income, if any, and
distribute any net capital gains that we realize once a year. Your distributions
will be reinvested in our shares unless you instruct us otherwise in writing.
There are no fees or sales charges on reinvestments. Dividends and distributions
are taxable to most investors (unless your investment is in an IRA or other
tax-advantaged account). The tax status of any distribution is the same
regardless of how long you have been one of our shareholders and whether you
reinvest your distributions or take them in cash.



The tax status of your dividends and distributions will be detailed in your
annual tax statement from us. Because everyone's tax situation is unique, always
consult your tax professional about federal, state and local tax consequences.


Except in tax-advantaged accounts, any redemption, sale or exchange shares may
generate a tax liability.

                              SHAREHOLDER SERVICES

We offer the following shareholder services. For further details, please write
or call us.

EXCHANGE PRIVILEGE


A shareholder has the privilege of exchanging our shares for shares of The
American Heritage Fund, Inc. (AHF) by written notice to our 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




<PAGE>   14

              name, address, and have the same taxpayer identification number.

       -      A shareholder must have received a current Prospectus of AHF
              before the exchange.


       -      Both we and AHF reserve the right to temporarily or permanently
              terminate the exchange privilege.


Exchanges may have tax consequences and 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 our shares having a 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 Firstar Bank, N.A. and
American Data Services, Inc. and shareholders should carefully review all
documents provided in connection with such plan or account.

                          CUSTODIAN AND TRANSFER AGENT


Firstar Bank, N.A. 425 Walnut Street, Cincinnati, Ohio 45202 is the Custodian of
our portfolio securities and monies.



American Data Services, Inc., 150 Motor Parkway, Hauppauge, New York 11788 is
our Transfer Agent.



Neither the Custodian nor the Transfer Agent performs any managerial or
policy-making functions for us.





<PAGE>   15

PROSPECTUS

                       AMERICAN HERITAGE GROWTH FUND, INC.

                                   ----------

Our Statement of Additional Information (SAI) includes additional information
about us. Additional information about our investments is available in our
annual and semi-annual reports to shareholders. The SAI and the annual and
semi-annual reports are available, without charge, upon request. You may call us
at 800-828-5050 to request the SAI; to request our annual report, to request our
semi-annual report; to request other information about us; and to make
shareholder inquiries.

The SAI, including the annual report, is incorporated by reference into this
prospectus.


Information about us, including the SAI, can be reviewed and copied at the
Securities and Exchange Commission's Public Reference Room in Washington, D.C.
Information on the operation of the public reference room may be obtained by
calling the Commission at 1-202-942-8090. Reports and other information about us
are available on the EDGAR database on the Commission's Internet site at
http:/www.sec.gov. Copies of this information may be obtained, after paying a
duplicating fee, by electronic request at the following E-mail address:
[email protected], or by writing to the Commission's Public Reference Section,
Washington, D.C. 20549-0102.



                        *_______*, 2000


                     Our Investment Company Act of 1940 file number is 811-8386.
<PAGE>   16
                      AMERICAN HERITAGE GROWTH FUND, INC.
- --------------------------------------------------------------------------------
          Mail to: American Heritage Growth Fund, Inc., Location 0637,
                          Cincinnati, Ohio 45264-0637
      (DO NOT USE THIS FORM FOR IRA PLANS. Please request separate forms)
================================================================================
Complete only the applicable sections which will tell us how your account should
be registered.

<TABLE>
<S>            <C>                 <C>
ACCOUNT        [ ] Individual
REGISTRATION                        ---------------------------------------------------------------------------------------
                                    First Name                      Middle Name                   Last Name

               [ ] Joint Tenant
                                    ---------------------------------------------------------------------------------------
                                    First Name                      Middle Name                   Last Name

               [ ] Gifts to Minors                                      As Custodian For
                                    ------------------------------------                 ----------------------------------
                                    Name of Custodian (only 1 permitted)                 Name of Minor (only 1 permitted)

                                    UNDER THE                       UNIFORM GIFT TO MINORS
                                             -----------------------
                                                      State

               [ ] Corporations,
                   Trusts &         ----------------------------------------------------------------------------------------
                   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>   17

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 your 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?
                                                                  ------------

- ------------------------------------------------------------------------------
<PAGE>   18

                                     PART B




<PAGE>   19

                       AMERICAN HERITAGE GROWTH FUND, INC.

                       STATEMENT OF ADDITIONAL INFORMATION


            This Statement of Additional Information, which is not a prospectus,
relates to the prospectus of American Heritage Growth Fund, Inc dated _______,
2000 as it may be revised from time to time. To obtain a free copy of the
prospectus, please write to us at 1370 Avenue of the Americas, New York, NY
10019 or call us at 1-800-828-5050.


            Our most recent Annual Report and Semi-Annual Report to Shareholders
are separate documents supplied with this Statement of Additional Information
unless the information has been previously delivered in a shareholder report.
The shareholder reports are available, without charge, upon request by calling
us at 1-800-828-5050. The financial statements, accompanying notes and report of
independent auditors appearing in the Annual Report are incorporated by
reference into this Statement of Additional Information.


                                  _______, 2000





<PAGE>   20

                                TABLE OF CONTENTS

DESCRIPTION OF THE FUND                                                 3

CERTAIN INVESTMENTS, TECHNIQUES AND RISKS                               3

CERTAIN INVESTMENT RESTRICTIONS                                         6

MANAGEMENT                                                              7

BROKERAGE ALLOCATIONS AND OTHER PRACTICES                               9

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES                    10

DIVIDENDS, DISTRIBUTIONS AND TAXES                                     11

INVESTMENT ADVISORY AND OTHER SERVICES                                 12

RETURNS                                                                13

CUSTODIAN                                                              14

INDEPENDENT ACCOUNTANTS                                                14

TRANSFER AGENT                                                         14

INFORMATION ABOUT THE FUND                                             14

FINANCIAL STATEMENTS                                                   15





<PAGE>   21

                             DESCRIPTION OF THE FUND

            The Fund is a New York Corporation having been formed on February
14, 1994. The Fund is an open-end, management investment company, known as a
mutual fund. Because the Fund is a diversified investment company, at least 75%
of the value of our 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 limitation is applied solely at the time of the purchase
of a particular security.

                    CERTAIN INVESTMENTS, TECHNIQUES AND RISKS


            We may invest in convertible securities. Convertible securities may
be converted at either a stated price or stated rate into underlying shares of
common stock. Convertible securities have characteristics similar to both
fixed-income and equity securities. Convertible securities may be subordinate to
other similar but non-convertible securities of the same issuer, although
convertible bonds, as corporate debt obligations, enjoy seniority in right of
payment to all equity securities, and convertible preferred stock is senior to
common stock, of the same issuer. Because of the subordination feature, however,
convertible securities typically have lower ratings than similar non-convertible
securities.


            Although to a lesser extent than with fixed-income securities, the
market value of convertible securities tends to decline as interest rates
increase and, conversely, tends to increase as interest rates decline. In
addition, because of the conversion feature, the market value of convertible
securities tends to vary with fluctuations in the market value of the underlying
common stock. A unique feature of convertible securities is that as the market
price of the underlying common stock declines, convertible securities tend to
trade increasingly on a yield basis, and so may not experience market value
declines to the same extent as the underlying common stock. When the market
price of the underlying common stock increases, the prices of the convertible
securities tend to rise as a reflection of the value of the underlying common
stock. While no securities investments are without risk, investments in
convertible securities generally entail less risk than investments in common
stock of the same issuer.

            There can be no assurance of current income from convertible
securities because the issuers of the convertible securities may default on
their obligations. A convertible security, in addition to providing fixed
income, offers the potential for capital appreciation through the conversion
feature, which enables the holder to benefit from increases in the market price
of the underlying common stock. There can be no assurance of capital
appreciation, however, because securities prices fluctuate. Convertible
securities generally offer lower interest or dividend yields than
non-convertible securities of similar quality because of the potential for
capital appreciation.

            The Fund may purchase high yield debt securities which are not
investment grade, including securities referred to as "junk bonds." 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




<PAGE>   22

made the corporate sector, especially cyclically sensitive industries, more
vulnerable to economic downturns or increased interest rates. The prices of high
yield securities have been found to be less sensitive to interest rate changes
than are those of higher rated investments, but more sensitive to adverse
economic changes or individual corporate developments. During an economic
downturn or substantial period of rising interest rates, highly leveraged
issuers may experience financial stress which would adversely affect the ability
to service their principal and interest payment obligations, to meet projected
business goals, and to obtain additional financing. In periods of economic
uncertainty and change, increased volatility of 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.

            The Fund may purchase securities issued by companies organized in
foreign countries. The foreign countries may have either developed or emerging
markets. Foreign securities markets generally are not as developed or efficient
as those in the United States. Securities of some foreign issuers are less
liquid and more volatile than securities of comparable U.S. issuers. Similarly,
volume and liquidity in most foreign securities markets are less than in the
United States and, at times, volatility of price can be greater than in the
United States. Because evidences of ownership of foreign securities usually are
held outside the United States, the Fund will be subject to additional risks
which include possible adverse political and economic developments, seizure or
nationalization of foreign deposits and adoption of governmental restrictions
which might adversely affect or restrict the payment of principal, interest and
dividends on the foreign securities to investors located outside the country of
the issuer, whether from currency blockage or otherwise. Moreover, foreign
securities held by the Fund may trade on days when the Fund does not calculate
its net asset value and thus affect the Fund's net asset value on days when
investors cannot purchase or redeem shares of the Fund. Developing countries
have economic structures that are generally less diverse and mature, and
political systems that are less stable, than those of developed countries. The
markets of developing countries may be more volatile than the markets of more
mature economies; however, such markets may provide higher rates of return to
investors. Many developing countries have experienced substantial, and in some
periods extremely high, rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have adverse
effects on the economies and securities markets of certain of these countries.
Since foreign securities often are purchased with and payable in currencies of
foreign countries, the value of these assets as measured in U.S. dollars may be
affected favorably or unfavorably by changes in currency rates and exchange
control regulations.

            When the Fund 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. Temporary defensive positions may be desirable during times of
generally falling prices of equity securities or during times when the Fund
believes that falling prices will shortly occur. Debt securities and cash
equivalents may




<PAGE>   23

include short-term commercial paper, certificates of deposit, time deposits and
repurchase agreements.

            The Fund may invest in securities issued by other investment
companies to the extent consistent with its investment objective. Under the
Investment Company Act of 1940 (the "1940 Act"), the Fund's investment in such
securities, subject to certain exceptions, currently is limited to (a) 3% of the
total voting stock of any one investment company, (b) 5% of the Fund's total
assets with respect to any one investment company and (c) 10% of the Fund's
total assets in the aggregate. Investments in the securities of other investment
companies may involve duplication of advisory fees and certain other expenses.

            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. The loan is collateralized by the value of the
underlying security. All repurchase agreements entered into by the Fund will be
fully collateralized by securities issued by the United States Government.
Delays or losses could result if the other party to the repurchase agreement
defaults or becomes insolvent.

            The Fund may write covered call options. A call option permits its
holder 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 those securities during the time that the Fund is obligated
under the option. The Fund anticipates that most of the options written by the
Fund 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.

            Although the Fund may not invest in securities as to which a liquid
trading market does not exist, certain securities held by the Fund may become
illiquid. As to these securities, the Fund will be subject to a risk that should
the Fund desire to sell them when a ready buyer is not available at a price the
Fund deems representative of their value, the value of the Fund's net assets
could be adversely affected. In addition, the presence of illiquid securities
held by the Fund could adversely affect the Fund's ability to make cash
redemptions.

            The Fund may borrow money from banks for temporary or defensive
reasons. The Fund's net asset value per share may be subject to greater
fluctuation during any time that the Fund has borrowed money.

                         CERTAIN INVESTMENT RESTRICTIONS




<PAGE>   24

            The Fund's investment objective is a fundamental policy. Fundamental
policies cannot be changed without approval by the holders 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 securities of the Fund are present
or represented by proxy, or (b) more than 50% of the outstanding voting
securities of the Fund. In addition, the Fund has adopted investment
restrictions numbered 1 through 16 as fundamental policies. The other investment
restrictions are not fundamental policies and may be changed by the Fund without
shareholder approval. 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.     Issue senior securities, except that the Fund may establish additional
       series of shares and borrow from any bank;

3.     Invest in companies for the purpose of exercising control or management;

4.     Purchase or sell commodities or commodity contracts, including futures
       contracts;

5.     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.

6.     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.

7.     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.

8.     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.

9.     Make short sales.

10.    Invest in illiquid securities.

11.    Underwrite securities issued by others.

12.    Invest more than 25% of the value of its total assets in securities of
       companies engaged in a




<PAGE>   25

       particular industry.

13.    Purchase options written by others.

14.    Investmore than 5% of the value of the Fund's net assets in high yield
       debt securities which are not investment grade, including securities
       referred to as "junk bonds."

15.    Invest more than 35% of the value of its total assets in securities
       issued by foreign companies.

16.    Acquire time deposits if more than 10% of the value of the Fund's net
       assets will be invested in time deposits or the time deposits cannot be
       liquidated within seven days.

17.    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.

18.    Purchase securities of other investment companies unless purchased
       without the payment of any fee or charge other than regular brokerage
       commissions. In addition, 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.

19.    Purchase warrants.

All of the foregoing percentages are applicable only at the time of investment.
A later increase or decrease in percentage resulting from a change in values or
net assets will not constitute a violation of any restriction.

                                   MANAGEMENT

      The Fund's Board of Directors is responsible for the management of the
Fund. 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 an advisory board.




<PAGE>   26


<TABLE>
<CAPTION>
                                              Positions Held With                 Principal Occupation(s) During
          Name and Address       Age               the Fund                             the Past Five Years
          ----------------       ---               --------                             -------------------
<S>                             <C>
Heiko H. Thieme*                  56      Chairman of the Board of Directors,         Chairman of the Board of
1370 Avenue of the Americas               Chief Executive Officer and Secretary       Directors, Chief Executive
New York, NY                                                                          Officer and Secretary of the
                                                                                      Fund and The American
                                                                                      Heritage Fund, Inc. Chief
                                                                                      Executive Officer of American
                                                                                      Heritage Management
                                                                                      Corporation and Thieme
                                                                                      Associates, Inc. (investment
                                                                                      advisor). Chief Executive
                                                                                      Officer of Thieme Securities,
                                                                                      Inc. (broker-dealer) and
                                                                                      Thieme Consulting, Inc. Chief
                                                                                      Executive Officer of Thieme
                                                                                      Fonds International (foreign
                                                                                      investment company) and The
                                                                                      Global Opportunity Fund
                                                                                      Limited (foreign investment
                                                                                      company) and their respective
                                                                                      investment advisors.

Stephen P. Swope                  63      Director                                    Mr. Swope has been retired for
75 Club Road                                                                          more than five years.
Riverside, CT

Eugene Sarver                     56      Director                                    Sole proprietor of Sarver
241 W. 97th St.                                                                       International (financial and
New York, NY                                                                          economic consulting) and
                                                                                      Associate of Intercap
                                                                                      Investments, Inc. since  1996.
                                                                                      Prior to that time, Associate
                                                                                      Professor of Finance of Lubin
                                                                                      School of Business - Graduate
                                                                                      Division, Pace University.
</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 1994. Mr. Swope became a member of the Board of Directors in
1999. Each of the Fund's Directors is also a member of the Board of Directors of
The American Heritage Fund, Inc. (AHF).


      Thieme Consulting, Inc., which is wholly owned by Mr. Thieme, has provided
consulting services to companies whose securities are held by the Fund for
compensation. Similar arrangements may be made with other companies whose
securities may become held by the




<PAGE>   27

Fund.


      During the fiscal year ended January 31, 2000, no compensation was paid by
the Fund to its officers or Directors.



      From time to time, the Fund and AHF, two foreign investment companies and
other clients of affiliated persons of American Heritage Management Corporation,
the Fund's investment advisor, (AHMC) may hold securities issued by the same
company. When the Fund and those 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.


                    BROKERAGE ALLOCATIONS AND OTHER PRACTICES

      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. Subject to this
consideration, the brokers selected include those that supplement AHMC's
research with statistical data, investment information, economic facts and
opinions or provide quotation services. Information so received is in addition
to and not in lieu of services required to be performed by AHMC and AHMC's fee
is not reduced as a consequence of the receipt of supplemental information. Such
information may be useful to AHMC in serving both the Fund and AHF and,
conversely, supplemental information obtained by the placement of orders for AHF
maybe useful to AHMC in carrying out its obligation to the Fund. Brokers may
also be selected based upon their sales of shares of 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.

      Section 28(e) of the Securities Exchange Act of 1934 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




<PAGE>   28

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. The
overall reasonableness of brokerage commissions paid is evaluated by AHMC based
upon its knowledge of available information as to the general level of
commissions paid by other institutional investors for comparable services.

      It is anticipated that a substantial portion of the Fund's portfolio
transactions will be allocated to Thieme Securities, Inc. (TSI). Heiko H. Thieme
is the Chief Executive Officer and sole shareholder of TSI. Except for executing
portfolio transactions, TSI is not in any other respect associated with the Fund
or responsible for any investment advice or other service provided to the Fund
by Mr. Thieme personally or AHMC.


      During the fiscal years ended January 31, 1998, 1999 and 2000, the Fund
paid brokerage commissions of $20,271, $9,256 and $12,435, respectively, to TSI.
During the fiscal year ended January 31, 2000, the commissions paid by the Fund
to TSI represented approximately 88% of the total brokerage commissions paid by
the Fund that year. During the same year, approximately 98% of the Fund's
aggregate dollar transactions involving the payment of brokerage commissions was
effected through TSI.


               CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES


      On April 25, 2000, National Financial Services, Inc., P.O. Box 3908,
Church Street Station, New York, NY; Charles Nelson, 6411 Coachlight Road,
Crystal Lake, IL; Cheryl Anglin, 300 Flowers Drive, Covington, GA and Jane and
Jack Behrens, 1100 142 Place N.E., Bellvue, WA owned of record approximately
9.5%, 6.7%, 5.5% and 5.0% of the shares of the Fund's outstanding capital stock,
respectively.



      On April 25, 2000, the Fund's officers and directors as a group owned
approximately 4.4% of the Fund's equity securities.


                       DIVIDENDS, DISTRIBUTIONS AND TAXES

      The Fund believes that for the fiscal year ended January 31, 1999 it
qualified as a "regulated investment company" under the Internal Revenue Code of
1986, as amended (the "Code"). The Fund intends to continue to so qualify if
qualification is in the best interests of its shareholders. Qualification
relieves the Fund of any liability for Federal income taxes to the extent its
net investment income and net realized capital gains are distributed in
accordance with the applicable provisions of the Code. To qualify as a regulated
investment company, the Fund must distribute at least 90% of its net income
(consisting of net investment income and net short-term capital gain) to its
shareholders, and meet certain asset diversification and other requirements. If
the Fund did not qualify as a regulated investment company, it would be treated
for tax purposes as an ordinary corporation subject to Federal income tax. The
term "regulated investment company" does not imply the supervision of management
or investment practices or policies by




<PAGE>   29

any government agency.

      If you elect to receive dividends and distributions in cash, and your
dividend and distribution check is returned to the Fund as undeliverable or
remains uncashed for six months, the Fund reserves the right to reinvest the
dividend or distribution and all future dividends and distributions payable to
you in additional Fund shares at net asset value. No interest will accrue on
amounts represented by uncashed distribution or redemption checks.

      Any dividend or distribution paid shortly after an investor's purchase may
have the effect of reducing the aggregate net asset value of his shares below
the cost of the investment. Such a dividend or distribution would be a return of
investment in an economic sense, although taxable. In addition, the Code
provides that if a shareholder holds shares of a Fund for six months or less and
has received a capital gain distribution with respect to the shares, any loss
incurred on the sale of the shares will be treated as long-term capital loss to
the extent of the capital gain distribution received.

      Depending upon the composition of the Fund's income, if any, the entire
amount or a portion of the dividends from net investment income may qualify for
the dividends received deduction allowable to qualifying U.S. corporate
shareholders. In general, dividend income from the Fund distributed to
qualifying corporate shareholders will be eligible for the dividends received
deduction only to the extent that the Fund's income consists of dividends paid
by U.S. corporations. However, Section 246(c) of the Code provides that if a
qualifying corporate shareholder has disposed of Fund shares not held for less
than 46 days, which 46 days generally must be during the 90-day period
commencing 45 days before the shares become ex-divided, and has received a
dividend from net investment income with respect to such shares, the portion
designated by the Fund as qualifying for the dividends received deduction will
not be eligible for such shareholder's dividends received deduction. In
addition, the Code provides other limitations with respect to the ability of a
qualifying corporate shareholder to claim the dividends received deduction in
connection with holding Fund shares.

      Ordinarily, gains or losses realized from portfolio transactions will be
treated as capital gains or losses. However, a portion of the gain or loss
realized from the disposition of certain non-U.S. dollar denominated securities
(including debt instruments) may be treated as ordinary income or loss under
Section 988 of the Code. In addition, all or a portion of the gain realized from
the disposition of certain market discount bonds will be treated as ordinary
income under Section 1276 of the Code. Finally, all or a portion of the gains
realized from engaging in "conversion transactions" may be treated as ordinary
income under Section 1258 of the Code. "Conversion transactions" include certain
transactions marketed or sold to produce capital gains, or transactions
described in Treasury regulations to be issued in the future.

      Under Section 1256 of the Code, any gain or loss realized by the Fund from
certain options transactions will be treated as 60% long-term capital gain or
loss and 40% short-term capital gain or loss. Gain or loss will arise upon
exercise or lapse of the options as well as from closing transactions. In
addition, any such option remaining unexercised at the end of the Fund's taxable
year will be treated as sold for its then fair market value, resulting in
additional gain or loss to the




<PAGE>   30

Fund characterized in the manner described above.

      Offsetting positions held by the Fund involving certain futures options
transactions may be considered, for tax purposes, to constitute straddles.
Straddles are defined to include offsetting positions in actively traded
personal property. The tax treatment of straddles is governed by Sections 1092
and 1258 of the Code, which, in certain circumstances, overrides or modifies the
provisions of Sections 988 and 1256 of the Code. As such, all or a portion of
any short or long-term capital gain from certain "straddle" and/or conversion
transactions may be recharacterized as ordinary income.


      If the Fund were treated as entering into straddles by reason of its
engaging in certain options transactions, such straddles could be characterized
as mixed straddles if the options transactions comprising a part of such
straddles were governed by Section 1256 of the Code. The Fund may make one or
more elections with respect to "mixed straddles." Depending upon which election
is made, if any, the results to the Fund may differ. If no election is made, to
the extent the straddle rules apply to positions established by the Fund, losses
realized by the Fund will be deferred to the extent of unrealized gain in any
offsetting positions. Moreover, as a result of the straddle and conversion
transaction rules, short-term capital loss on straddle positions may be
recharacterized as long-term capital loss, and long-term capital gain may be
recharacterized as short-term capital gain or ordinary income.


                     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
is the Chairman of the Board of Directors and the Chief Executive Officer of
AHMC. See "Management."


      In connection with the Fund's Investment Advisory Agreement with AHMC,
AHMC provides the Fund with continuous investment advice. AHMC bears the
expenses of the Fund's trading operations. All other expenses of the Fund are
borne by the Fund. The Fund pays AHMC 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. AHMC has agreed to waive any investment advisory fees to
the extent that our operating expenses exceed 2.5% of our average net assets
after giving effect to the payment of the fee



      During the fiscal years ended January 31, 1998, 1999 and 2000, the Fund
incurred investment advisory fees to AHMC of $20,098, $12,200 and $8,828,
respectively. Such fees were not paid, however, pursuant to the prior agreements
with AHMC. In addition, AHMC reimbursed the Fund $124,827 and $87,810 for the
respective fiscal years ended January 31, 1998 and 1999 and in connection with a
prior agreement.



      During the fiscal year ended January 31, 2000, 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 office space or personnel in
the future without reimbursement.





<PAGE>   31

      The Fund has entered into an agreement with American Data Services, Inc.
to maintain certain books, records and other documents that the Fund is required
to keep and calculate the Fund's daily net asset value. The Fund has agreed to
pay 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. American Data
Services, Inc. is also the Fund's transfer agent.

                                     RETURNS

      Average annual total return is calculated by determining the ending
redeemable value of an investment purchased with a hypothetical $1,000 payment
made at the beginning of the period (assuming the reinvestment of dividends and
distributions), dividing by the amount of the initial investment, taking the
"n"th root of the quotient (where "n" is the number of years in the period) and
subtracting 1 from the result. Total return is calculated by subtracting the
amount of the Fund's net asset value per share at the beginning of a stated
period from the net asset value per share at the end of the period (after giving
effect to the reinvestment of dividends and distributions during the period),
and dividing the result by the net asset value per share at the beginning of the
period.

      Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., the Dow Jones Industrial Average, Morningstar, Inc.,
Standard & Poor's 500 Composite Stock Price Index and other industry
publications. From time to time, advertising materials for the Fund may provide
historical information about the Fund, AHMC and Heiko H. Thieme.

      From time to time, advertising materials for the Fund may refer to or
discuss current or past business, political, economic or financial conditions,
such as any U.S. monetary or fiscal policies. In addition, from time to time,
advertising materials for the Fund may include information concerning retirement
and investing for retirement.

                                    CUSTODIAN

      Firstar Bank, N.A., 425 Walnut Street, Cincinnati, Ohio is the Fund's
Custodian. The Custodian maintains custody of the Fund's cash and securities.

                             INDEPENDENT ACCOUNTANTS

      Mathieson Aitken Jemison, LLP 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., 150 Motor Parkway, Suite 109, Hauppauge, New
York 11788 is the Fund's transfer agent. The transfer agent maintains the Fund's
capital stock records, effects




<PAGE>   32

issuances and transfers of capital stock, handles all correspondence with
respect to shareholder accounts and processes redemptions.

                           INFORMATION ABOUT THE FUND

      Each Fund share has one vote, and when issued and paid for in accordance
with the terms of the offering, is fully paid and nonassessable. Fund shares are
of one class and have equal rights as to dividends and in liquidation. Shares
have no preemptive, subscription or conversion rights and are freely
transferable.

      The Fund is intended to be a long-term investment vehicle and is not
designed to provide investors with a means of speculating on short-term market
movements. A pattern of frequent purchases and exchanges can be disruptive to
efficient portfolio management and, consequently, can be detrimental to the
Funds' performance and its shareholders. Accordingly, if the Fund determines
that an investor is following a market timing strategy or is otherwise engaging
in excessive trading, the Fund, with or without prior notice, may temporarily or
permanently reject in whole or part any purchase, with respect to such
investor's account.

      The Fund sends annual and semi-annual financial statements to all its
shareholders.

                              FINANCIAL STATEMENTS

           The Fund's most recent Annual Report and Semi-Annual Report to
Shareholders are separate documents supplied with this Statement of Additional
Information. The financial statements, accompanying notes and report of
independent auditors appearing in the Annual Report are incorporated by
reference into this Statement of Additional Information.




<PAGE>   33

                                     PART C




<PAGE>   34

                                OTHER INFORMATION

ITEM 23.  EXHIBITS

       (a)    Certificate of Incorporation.

       (b)    By-Laws..


       (c)    Not Applicable.


       (d)    Investment Advisory Agreement by and between the Registrant and
              American Heritage Management Corporation.

       (e)    Not Applicable.

       (f)    Not Applicable.

       (g)    Custodian Agreement of April 28, 1994 by and between the
              Registrant and Star Bank, N.A.*


       (h)    (1)    Transfer Agency and Service Agreement of April 10, 1997 by
                     and between the Registrant and American Data Services, Inc.

              (2)    Fund Accounting Service Agreement of April 10, 1997 by and
                     between the Registrant and American Data Services, Inc.


       (i)    Not applicable.

       (j)    Consent of Mathieson Aitken Jemison, LLP.

       (k)    Not Applicable.

       (l)    Not Applicable.

       (m)    Not Applicable.

       (n)    Not Applicable.

       (o)    Not Applicable.


       (p)    (1)    Code of Ethics of the Registrant



              (2)    Code of Ethics of American Heritage Management Corp.
                     Exhibit (p)(2) to Post-Effective Amendment No. 72 to the
                     Registration Statement of The American Heritage Fund, Inc.,
                     File No. 2-11193, is hereby incorporated by reference.

- --------
* Filed as an exhibit to Registration Statement on Form N-1A.



<PAGE>   35

ITEM 24.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND

      Not applicable.

ITEM 25.  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 proposes 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 26.  PRINCIPAL UNDERWRITERS

      Not applicable.

ITEM 28.  LOCATION OF ACCOUNTS AND RECORDS

      As used herein, the term "records" refers 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 Firstar 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., 150 Motor Parkway, Suite
109, Hauppauge, New York 11788 ("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 Firstar 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.

      The records referred to in Rule 31a-1(b)(2)(iv) and Rule 31a-1(b)(11)
under the Act are in the




<PAGE>   36

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 29.  MANAGEMENT SERVICES

      Not applicable.

ITEM 30.  UNDERTAKINGS

      Not applicable.




<PAGE>   37

                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Fund 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 24th day of May, 2000.


                              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 Executive Officer, Principal                            May 24, 2000
- ----------------------               Financial and Accounting Officer
Heiko H. Thieme                      and Director




- --------------                       Director
Eugene Sarver



/s/Stephen P. Swope                  Director                                                      May 3, 2000
- -------------------
Stephen P. Swope
</TABLE>





<PAGE>   38

                                  EXHIBIT INDEX

EXHIBITS

       (a)    Certificate of Incorporation.

       (b)    By-Laws..

       (c)    Not Applicable.

       (d)    Investment Advisory Agreement by and between the Registrant and
              American Heritage Management Corporation.

       (e)    Not Applicable.

       (f)    Not Applicable.

       (g)    Custodian Agreement of April 28, 1994 by and between the
              Registrant and Star Bank, N.A.*

       (h)    (1)    Transfer Agency and Service Agreement of April 10, 1997 by
                     and between the Registrant and American Data Services, Inc.

              (2)    Fund Accounting Service Agreement of April 10, 1997 by and
                     between the Registrant and American Data Services, Inc.

       (i)    Not applicable.

       (j)    Consent of Mathieson Aitken Jemison, LLP.

       (k)    Not Applicable.

       (l)    Not Applicable.

       (m)    Not Applicable.

       (n)    Not Applicable.

       (o)    Not Applicable.

       (p)    (1)    Code of Ethics of the Registrant

              (2)    Code of Ethics of American Heritage Management Corp.
                     Exhibit (p)(2) to Post-Effective Amendment No. 72 to the
                     Registration Statement of The American Heritage Fund, Inc.,
                     File No. 2-11193, is hereby incorporated by reference.
- --------
* Filed as an exhibit to Registration Statement on Form N-1A.

<PAGE>   1
                                                                     Exhibit (a)

                          CERTIFICATE OF INCORPORATION
                                       OF
                       AMERICAN HERITAGE GROWTH FUND, INC.
                UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW


         We, THE UNDERSIGNED, of the age of eighteen years or over, for the
purpose of forming a corporation pursuant to Section 402 of the Business
Corporation Law of New York, do hereby certify:

         FIRST: The name of the corporation is: AMERICAN HERITAGE GROWTH FUND,
INC.

         SECOND: The purposes for which it is formed are:

         To engage in any lawful act or activity for which corporations may be
organized under the Business Corporation Law provided that the corporation is
not formed to engage in any act or activity which requires the consent or
approval of any state official, department, board, agency or other body, without
such consent or approval first being obtained.

         THIRD: the office of the corporation is to be located in the County of
New York, State of New York.

         FOURTH: The aggregate amount of shares which the corporation shall have
authority to issue is two hundred fifty million (250,000,00) of the par value of
One Tenth of a Cent ($.001) each.

         FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served. The post
office address to which the Secretary of State shall mail a copy of any process
against the corporation served upon him is: c/o C T Corporation System, 1633
Broadway, New York, New York 10019.

         SIXTH: The name and address of the registered agent which is to be the
agent of the corporation upon whom process against it may be served, are C T
Corporation System, 1633 Broadway, New York, New York 10019.

         SEVENTH: The corporate existence shall begin upon filing the
Certificate of

<PAGE>   2
Incorporation.

         EIGHTH: During any such time that the Corporation is an open-end
investment company, as defined in the Investment Company Act of 1940, the
Corporation may upon compliance with such Act, issue shares which are redeemable
at the option of the holder at a price approximately equal to the share's
proportionate interest in the net assets of the Corporation and a shareholder
may compel redemption of such shares in accordance with their terms.

         NINTH: The Corporation's officers and directors shall be indemnified to
the full extent permitted by applicable law.

         IN WITNESS WHEREOF, we have made and signed this certificate this 10th
day of February, A.D., 1994 and I affirm the statements contained therein as
true under penalties of perjury.

                                         /s/ Tanya M. Villar
                                         --------------------------------------
                                         Tanya M. Villar
                                         1200 South Pine Island Road
                                         Plantation, FL 33324


                                         /s/ Barbara A. Burke
                                         --------------------------------------
                                         Barbara A. Burke
                                         1200 South Pine Island Road
                                         Plantation, FL 33324

<PAGE>   1
                                                                     Exhibit (b)

                                     BY LAWS

                                       OF

                         AMERICAN HERITAGE GROWTH, INC.
<PAGE>   2
                                      INDEX


<TABLE>
<CAPTION>
<S>                                         <C>
ARTICLE I.                                  MEETINGS OF SHAREHOLDERS

SECTION  1.                                 ANNUAL MEETING
SECTION  2.                                 SPECIAL MEETINGS
SECTION  3.                                 PLACE
SECTION  4.                                 NOTICE
SECTION  5.                                 NOTICE OF ADJOURNED MEETING
SECTION  6.                                 SHAREHOLDER VOTING AND QUORUM
SECTION  7.                                 VOTING OF SHARES
SECTION  8.                                 PROXIES

ARTICLE II.                                 DIRECTORS

SECTION  1.                                 FUNCTION
SECTION  2.                                 QUALIFICATION
SECTION  3.                                 COMPENSATION
SECTION  4.                                 PRESUMPTION OF ASSENT
SECTION  5.                                 NUMBER
SECTION  6.                                 ELECTION AND TERM
SECTION  7.                                 VACANCIES
SECTION  8.                                 REMOVAL OF DIRECTORS
SECTION  9.                                 QUORUM AND VOTING
SECTION 10.                                 EXECUTIVE AND OTHER COMMITTEES
SECTION 11.                                 PLACE OF MEETING
SECTION 12.                                 TIME, NOTICE AND CALL OF MEETINGS
SECTION 13.                                 ACTION WITHOUT A MEETING

ARTICLE III.                                OFFICERS

SECTION  1.                                 OFFICERS
SECTION  2.                                 DUTIES
SECTION  3.                                 REMOVAL OF OFFICERS

ARTICLE IV.                                 STOCK CERTIFICATES

SECTION  1.                                 ISSUANCE
SECTION  2.                                 FORM
SECTION  3.                                 TRANSFER OF STOCK; RESTRICTIONS
SECTION  4.                                 LOST, STOLEN OR DESTROYED CERTIFICATES

ARTICLE V.                                  BOOKS AND RECORDS

SECTION  1.                                 BOOKS AND RECORDS
SECTION  2.                                 SHAREHOLDERS' INSPECTION RIGHTS
SECTION  3.                                 FINANCIAL INFORMATION

ARTICLE VI.                                 DISTRIBUTIONS
</TABLE>
<PAGE>   3
<TABLE>
<CAPTION>
<S>                                         <C>
ARTICLE VII.                                CORPORATE SEAL

ARTICLE VIII.                               INDEMNIFICATION

ARTICLE IX.                                 AMENDMENT
</TABLE>
<PAGE>   4
                                     BY-LAWS

                                       OF

                       AMERICAN HERITAGE GROWTH FUND, INC.

          ------------------------------------------------------------


                                   ARTICLE I.

                            MEETINGS OF SHAREHOLDERS

SECTION 1. ANNUAL MEETING

     The Annual Meeting of the shareholders of the Corporation shall be held
annually on a date and at a time and place fixed from time to time by the Board
of Directors of the Corporation. Business transacted at the Annual Meeting shall
include the election of directors of the Corporation and the transaction of any
proper business. If any date so designated by the Board of Directors shall fall
on a Sunday or legal holiday, then the Annual Meeting shall be held on the first
business day thereafter.

SECTION 2. SPECIAL MEETINGS

     Special Meetings of the shareholders shall be held when called by the
President of the Corporation or the Board of Directors, or when requested in a
writing signed, dated and delivered to the Corporation's Secretary describing
the purpose or purposes for which it is to be held by the holders of not less
than ten (10%) percent of all of the shares of stock entitled to be cast on any
issue proposed to be considered at any such meeting. Any meeting so requested
shall be held not less that ten (10) nor more than fifty (50) days after such
request is made. Notice for such meeting shall be issued by the Secretary of the
Corporation, unless the President, Board of Directors or shareholders duly
requesting the meeting shall designate another person to do
<PAGE>   5
so.

SECTION 3. PLACE

     Shareholder meetings shall be held at the principal place of business of
the Corporation or at such other place as may be designated by the Board of
Directors.

SECTION 4. NOTICE

     Written or printed notice stating the place, day and hour of the meeting
and, in the case of a Special Meeting, the purpose or purposes for which the
meeting is called, shall be given to each shareholder of record entitled to vote
at such meeting, not less than ten (10) nor more than fifty (50) days before the
meeting, either personally or by mail, by or at the direction of the President,
the Secretary or the officer or persons calling the meeting.

SECTION 5. NOTICE OF ADJOURNED MEETING

     When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken; and any business may be transacted at the adjourned
meeting that might have been transacted on the original date of the meeting. If,
however, after the adjournment the Board of Directors fixes a new record date
for the adjourned meeting, a notice of the adjourned meeting shall be given as
provided in Section 4 of this Article to each shareholder of record on the new
record date entitled to vote at such meeting.

SECTION 6. SHAREHOLDER QUORUM AND VOTING

     Except as otherwise required by law, a majority of the shares entitled to
be cast, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
<PAGE>   6
subject matter shall be the act of the shareholders unless otherwise provided by
law.

SECTION 7. VOTING OF SHARES

     Each outstanding share shall be entitled to one (1) vote on each matter
submitted to a vote at a meeting of shareholders.

SECTION 8. PROXIES

     A shareholder may vote either in person or by proxy executed by the
shareholder or his duly authorized attorney-in-fact. No appointment of a proxy
shall be valid after the duration of eleven (11) months from the date thereof
unless otherwise provided in the appointment form.

SECTION 9. ACTION BY SHAREHOLDERS WITHOUT A MEETING

         Whenever shareholders are required or permitted to take any action by
vote, such may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of all outstanding shares entitled to vote thereon.

                                   ARTICLE II.

                                    DIRECTORS

SECTION 1. FUNCTION

     The business affairs of the Corporation powers shall be shall be managed by
its Board of Directors.

SECTION 2. QUALIFICATION

     Directors must be natural persons who are 18 years of age or older but need
not be residents of the State of New York or shareholders of the Corporation.

SECTION 3. COMPENSATION

     The Board of Directors of the Corporation shall have the authority to fix
the compensation of the directors.
<PAGE>   7
SECTION 4. PRESUMPTION OF ASSENT

     A director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless he votes against such action or
abstains from voting in respect thereto because of an asserted conflict of
interest.

SECTION 5. NUMBER OF DIRECTORS

     The number of directors shall be fixed from time to time by action of the
Board of Directors, but the Corporation shall always have a minimum of three (3)
directors.

SECTION 6. ELECTION AND TERM

     The directors, other than the first Board of Directors shall be elected at
the annual meeting of shareholders, as except as otherwise provided herein, and
shall hold office until the next succeeding annual meeting of shareholders and
until his successor shall have been elected and qualified. The first Board of
Directors shall hold office until the first annual meeting of shareholders.

SECTION 7. VACANCIES

     Any vacancy occurring in the Board of Directors, including any vacancy
created by reason of any increase in the number of directors, may be filled by
the affirmative vote of a majority of the remaining directors, though less than
a quorum of the Board of Directors, or by shareholders. A director elected to
fill a vacancy shall hold office only until the next annual meeting of
shareholders and until his successor shall have been elected and qualified.

SECTION 8. REMOVAL OF DIRECTORS

     The shareholders may remove one or more directors with or without cause, by
a vote of the shareholders at a special meeting called for that purpose.
<PAGE>   8
SECTION 9. QUORUM AND VOTING

         A majority of directors shall constitute a quorum for the transaction
of business unless a different number is required by law. The vote of a majority
of the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors unless a different number is required by law.

SECTION 10. EXECUTIVE AND OTHER COMMITTEES

     The Board of Directors, by resolution adopted by a majority of the entire
Board of Directors, may designate from among its members an Executive Committee
and one or more other committees, each of which, to the extent provided in such
resolution, shall have and may exercise all of the authority of the Board of
Directors, except as is otherwise provided by law.

SECTION 11. PLACE OF MEETING

     Regular and special meetings of the Board of Directors shall be held at the
principal place of business of the Corporation or at such other place as may be
designated by the Board of Directors.

SECTION 12. TIME, NOTICE AND CALL OF MEETINGS

     Special meetings of the Board of Directors may be called by the president.
Special meetings of the Board of Directors shall be called by the president or
secretary on the written request of not less than two (2) directors. Written
notice of the time and place of special meetings of the Board of Directors shall
be given to each director by either personal delivery, mail, telegram, cablegram
or facsimile communication, at least one (1) day before such meeting. Regular
meetings of the Board of Directors may be held without notice. Notice of a
special meeting of the Board of Directors need not be given to any director who
signs a waiver of notice either before or after the meeting. Attendance of a
director at a special meeting shall
<PAGE>   9
constitute a waiver of notice of such meeting and a waiver of any and all
objections to the place of the meeting, the time of the meeting or the manner in
which such meeting was called or convened, except when a director protests prior
to or at the commencement of the meeting the lack of notice. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting. A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the Board of Directors to another time and
place. Notice of any such adjourned meeting shall be given to the directors who
were not present at the time of the adjournment. Meetings of the Board of
Directors may be called by the Chairman of the Board, by the President of the
Corporation or by any two (2) directors. Unless the Certificate of Incorporation
otherwise provides, members of the Board of Directors or any committee thereof
may participate in a meeting of such Board or committee by means of conference
telephone or similar communication equipment by means of which all persons
participating may simultaneously hear each other during the meeting.
Participation by such means shall constitute presence in person at the meeting.

SECTION 13. ACTION WITHOUT A MEETING

         Any action required or permitted to be taken at a meeting of the Board
of Directors or a committee thereof, may be taken without a meeting if a consent
in writing to the adoption of the resolution authorizing the action so taken is
signed by all directors, or all of the committee members, as the case may be.

                                  ARTICLE III.

                                    OFFICERS

SECTION 1. OFFICERS
<PAGE>   10
     The officers of the Corporation shall consist of a President, a Secretary
and a Treasurer, each of whom shall be elected by the Board of Directors. Such
other officers and assistant officers and agents as may be deemed necessary may
be elected or appointed by the Board of Directors from time to time. Unless
contrary to law, any two (2) or more offices may be held by the same person.

SECTION 2. DUTIES

     The officers of the Corporation shall have the following duties: The
President shall be the chief executive officer of the Corporation; shall have
general and active management responsibility for the business affairs of the
Corporation, subject to the direction of the Board of Directors; and shall
preside at all meetings of the shareholders and Board of Directors.
Notwithstanding anything herein to the contrary, the corporation may have a
Chairman of the Board of Directors who shall be the chief executive officer of
the Corporation. In such event, the Chairman shall delegate to the President the
duties of the President and, unless the context herein other requires, all
reference herein to the "President" shall be deemed to refer to the Chairman of
the Board of Directors. The Secretary shall have custody of, and shall maintain
all of the corporate records, except the financial records; shall record the
minutes of all meetings of the shareholders and the Board of Directors; shall
send notices of all meetings and shall perform such other duties as may be
prescribed by the Board of Directors or the President of the Corporation. The
Treasurer shall have custody of all corporate funds and financial records; shall
keep full and accurate records of all corporate financial records and shall
render reports thereof at the annual meetings of shareholders and at any other
time when requested to do so by the Board of Directors or the President; and
shall perform such other duties as may be
<PAGE>   11
prescribed by the Board of Directors or the President of the Corporation.

SECTION 3. REMOVAL OF OFFICERS

         An officer elected or appointed by the Board of Directors may be
removed by the Board of Directors with or without cause. Any vacancy occurring
in any office shall be filled by the Board of Directors.

                                   ARTICLE IV.

                               SHARE CERTIFICATES

SECTION 1. ISSUANCE

     Unless otherwise determined by the Board of Directors, every holder of
shares in the Corporation shall be entitled to have a certificate representing
all shares to which he is entitled.

SECTION 2. FORM

     Certificates representing shares in the Corporation shall be signed by the
Chairman of the Board of Directors or President or a Vice President and the
Secretary or Assistant Secretary or the Treasurer of the Corporation, and may be
sealed with the seal of the Corporation or a facsimile thereof.

SECTION 3. TRANSFER OF STOCK; RESTRICTIONS

     Every certificate representing shares which are restricted as to sale,
disposition or other transfer shall state that such shares are restricted as to
transfer and shall set forth or fairly summarize upon the certificate, or state
that the Corporation will furnish to any shareholder, upon request and without
charge, a full statement of such restrictions. Subject to any such restriction,
the Corporation shall register any stock certificate presented to it for
transfer if the certificate is properly endorsed by the holder of record or by
his duly authorized attorney.

SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES

     If any shareholder shall claim to have lost a certificate of shares
<PAGE>   12
issued by the Corporation, or that such a certificate has been stolen or
destroyed, a new certificate shall be issued upon the making of an appropriate
affidavit by the person claiming the occurrence of any such event, and at the
discretion of the Board of Directors, upon the deposit of a bond or other
indemnity and with such sureties, if any, as the Board may reasonably require.

                                   ARTICLE V.

                                BOOKS AND RECORDS

SECTION 1. BOOKS AND RECORDS

         The Corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its shareholder, Board of
Directors and committees of directors. The Corporation shall keep at its
registered office or principal place of business or at the office of its
transfer agent a record of its shareholders, giving the names and addresses of
all shareholders and the number of shares held by each of them. Any books,
records and minutes may be in written form or in any other form capable of being
converted into written form within a reasonable period of time.

SECTION 2. SHAREHOLDERS' INSPECTION RIGHTS

     The right to inspect or make copies of the records of the Corporation is
limited to those person entitled to do so in accordance with applicable law.

                                  ARTICLE VI.

                                 DISTRIBUTIONS

     The Board of Directors of the Corporation may, from time to time, declare,
and the Corporation may make distributions in respect of any of the
Corporation's shares except to the extent otherwise restricted by applicable
law.

                                  ARTICLE VII.

                                 CORPORATE SEAL
<PAGE>   13
         The Board of Directors of the Corporation shall adopt a corporate seal
in such form as the Board shall prescribe.

                                  ARTICLE VIII.

                      INDEMNIFICATION; ADVANCES OF EXPENSES

     Subject only to limitations provided by applicable law, each director or
officer of the Corporation, whether or not then in office shall be indemnified
by the Corporation against all costs and expenses reasonably incurred by or
imposed upon such director or officer in connection with or arising out of any
claim, demand, action, suit or proceeding, whether civil, criminal,
administrative or investigative, in which he or it may be involved or to which
he or it may be made a party by reason of his or its being or having been a
director or officer of the Corporation, said costs and expenses to include
(without limitation) attorneys' fees and the costs of reasonable settlement made
with a view to curtailment of costs of litigation, if such director, officer or
legal counsel acted in good faith and in a manner he or it reasonably believed
to be in, or not opposed to, the best interests of the Corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or its conduct was unlawful. Such right of indemnification shall not be
exclusive of any other rights to which the indemnified person may be entitled,
pursuant to other agreements, or as a matter of law, and the foregoing right of
indemnification shall inure to the benefit of the heirs, successors, personal
representatives, executors and administrators of any such director or officer.
To the extent permitted by law, any person who is entitled to be indemnified as
herein provided shall be entitled to be promptly reimbursed for the full amount
of all costs and expenses reasonably incurred by or imposed upon such person in
connection with or arising out of any such claim, demand, action, suit or
proceeding.
<PAGE>   14
                                   ARTICLE IX.

                                    AMENDMENT

     These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted, by a vote of a majority of the Board of Directors or by a majority of
the shareholders of the Corporation.

<PAGE>   1
                                                                       Exhibit D


                      AMERICAN HERITAGE GROWTH FUND, INC.
                          1370 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10019

May 25, 1994

American Heritage Management Corporation
1370 Avenue of the Americas
New York, New York 10019

                         INVESTMENT ADVISORY AGREEMENT


Gentlemen:

     AMERICAN HERITAGE GROWTH FUND, INC. (the "Fund") has been incorporated
under the laws of the State of New York to engage in the business of investing
in securities. You have been selected to act as the investment adviser of the
Fund and to provide certain other services, as more fully set forth below, and
you are willing to act as such investment adviser and to perform such services
under the terms and conditions hereinafter set forth. Accordingly, you and the
Fund agree as follows:

     1.   ADVISORY SERVICES


     You will regularly provide the Fund with investment research advice and
will furnish continuously an investment program for the Fund's portfolio. You
will recommend what securities shall be purchased for the portfolio of the
Fund, what portfolio securities shall be sold by the Fund and what portion of
the Fund's assets shall be held uninvested, subject always to the provisions of
the Fund's Certificate of Incorporation and By-Laws and of the Investment
Company Act of 1940, as each of the same shall be from time to time amended,
and consistent with its investment objectives as set forth in its Registration
Statement under the Investment Company Act of 1940 and the Securities Act of
1933. You shall advise and assist the officers of the Fund in taking such steps
as are necessary or appropriate to carry out the policy decisions of its Board
of Directors and the appropriate committees of such Board regarding the
foregoing matters and the general conduct of the investment business of the
Fund. Your role is advisory only and nothing herein shall be deemed to empower
you to make any investment decisions for the Fund, the power to make all such
decisions being vested solely in the management of the Fund.
<PAGE>   2
     2.   BROKERAGE

     You shall place orders for the purchase and sale of the Fund's portfolio
securities in accordance with the provisions set forth in the Fund's proxy
statement or current prospectus, whichever is the most recent.

     3.   OTHER SERVICES

     The Fund may from time to time request that you perform other services for
the Fund. Such services may include, but are not limited to, serving as the
Fund's registrar, transfer agent and dividend disbursing agent, performing
accounting services for the Fund, keeping the Fund's books and records that it
is required to keep and computing the Fund's daily net asset value. In
performing any of these services for the Fund, you may use your affiliates to
perform these services on your behalf or contract with third parties and have
such third parties perform these services on your behalf. Your compensation for
such services shall be determined by mutual agreement.

     4.   PAYMENT OF EXPENSES

     The Fund shall assume and pay all expenses required in the conduct of its
business, except as hereinafter otherwise expressly stated. In particular, but
without limiting the generality of the foregoing, this will include payment by
the Fund of the following:

          (a)  compensation, expenses and fees of the Fund's officers, directors
and employees;

          (b)  expenses of stenographic, clerical, messenger, telephone and
other related services required in the conduct of the Fund's business;

          (c)  the Fund's brokers' commissions;

          (d)  the Fund's legal, auditing and accounting expenses;

          (e)  fees and disbursements of custodians of the Fund's assets;

          (f)  expenses of printing, engraving and delivery of the Fund's share
certificates, including the cost of issuance of such certificates;

          (g)  any other expenses relating to the redemption or repurchase of
shares of the Fund;

          (h)  the charges of transfer agents and registrars of the shares of
the Fund;

                                       2
<PAGE>   3
          (i)  the cost of preparing and distributing reports and notices to the
shareholders;

          (j)  the expense of distributing dividends;

          (k)  the expenses of printing and mailing prospectuses and other
materials to the Fund's shareholders;

          (l)  the expenses incident to the holding of shareholders' meetings;
and

          (m)   the expenses of utilities, insurance premiums and taxes or
government fees.

     You will provide investment advisory research and statistical facilities
and all clerical services relating to research, statistical and investment work.

     5.   COMPENSATION OF THE ADVISER

     As compensation for the services rendered by you under this Agreement, the
Fund hereby agrees to pay you an annual fee at the rate of one and one-quarter
percent (1.25%) of the first $100,000,000 of average daily net assets and one
percent (1%) of any additional net assets of the Fund. The fee shall be paid to
you on the first business day of each calendar month for services rendered
during the preceding month.

     6.   LIMITATIONS OF LIABILITY OF ADVISER

     You shall not be liable for any error in judgment or mistake of law or
for any loss suffered by the Fund in connection with the matters to which this
Agreement relates, except for a loss resulting from willful misfeasance, bad
faith or gross negligence on your part in the performance of your duties or
from reckless disregard by you of your obligations and duties under this
Agreement.

     7.   DURATION AND TERMINATION OF THE AGREEMENT

     This Agreement shall become effective upon the affirmative vote of the
holders of a majority of the outstanding voting securities of the Fund.

          This Agreement shall remain in force for a period of two years from
the date it becomes effective (the "initial term"). After the initial term,
this Agreement may be renewed for additional yearly terms by the specific
approval of a majority vote of the Fund's Board of Directors, including a
majority of the Fund's Board of Directors who are not parties to this Agreement
or interested persons of any such party. The vote of the Fund's Board of
Directors to renew this Agreement shall be cast in person at a

                                       3
<PAGE>   4
meeting called for the purpose of voting on such approval. This Agreement may
also be renewed by a vote of the shareholders owning a majority of the Fund's
outstanding voting securities and a majority vote of the Fund's directors who
are not interested persons of the Fund cast in person at a meeting called for
the purpose of voting on such approval.  This Agreement shall automatically
terminate in the event of its assignment or at any time without the payment of
any penalty by the Fund's Board of Directors or by the vote of the majority of
the Fund's outstanding voting securities on not more than 30 days notice to you.
In interpreting the provisions of this Section 7, the definitions contained in
Section 2(a) of the Investment Company Act of 1940, particularly the definitions
of "interested person", "assignment", "voting security" and "the vote of a
majority of the outstanding voting securities", shall be applied.

     8.   NOT EXCLUSIVE AGREEMENT

     Nothing in this Agreement shall limit or restrict the right of any of your
directors, officers or employees to engage in any other business or to devote
his or her time and attention in part to the management or other aspects of any
other business, whether of a similar or dissimilar nature, nor limit or
restrict your right to engage in any other business or to render services of
any kind to any other firm, corporation, individual or association.

     9.   MISCELLANEOUS

     The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect.

     IF YOU ARE IN AGREEMENT WITH THE FOREGOING, PLEASE SIGN THE FORM OF
ACCEPTANCE ON THE ACCOMPANYING COUNTERPART OF THIS LETTER AND RETURN SUCH
COUNTERPART TO THE FUND, WHEREUPON THIS LETTER SHALL BECOME A BINDING CONTRACT.


Very truly yours,


AMERICAN HERITAGE GROWTH FUND, INC.



By: /s/ RICHARD K. PARKER
    ---------------------


     THE FOREGOING AGREEMENT IS HEREBY ACCEPTED AND WILL BE DEEMED TO BECOME
EFFECTIVE ON THE DATE FIRST ABOVE WRITTEN IN ACCORDANCE WITH ITS TERMS.

AMERICAN HERITAGE MANAGEMENT CORPORATION.




By: /s/ RICHARD K. PARKER
    ----------------------


                                       4

<PAGE>   1
                                                                  Exhibit (H)(1)


TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made the 10th day of April, 1997, by and between The American Heritage
Growth Fund, Inc., a New York Corporation, having its principal office and place
of business at 1370 Avenue of the Americas, 31st Floor, New York, New York 10019
(the "Fund"), and American Data Services, Inc., a New York corporation having
its principal office and place of business at the Hauppauge Corporate Center,
150 Motor Parkway, Suite 109, Hauppauge, New York 11788 ("ADS")


         WHEREAS, the Fund desires to appoint ADS as its transfer agent,
dividend disbursing agent and agent in connection with certain other activities,
and ADS desires to accept such appointment;

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

1.  TERMS OF APPOINTMENT; DUTIES OF ADS

         1.01 Subject to the terms and conditions set forth in this agreement,
the Fund hereby employs and appoints ADS to act as, and ADS agrees to act as its
transfer agent for the Fund's authorized and issued shares of its common stock,
("Shares"), dividend disbursing agent and agent in connection with any
accumulation, open-account or similar plans provided to the shareholders of the
fund ("Shareholders") set out in the currently effective prospectus and
statement of additional information ("prospectus") of the Fund.

         1.02 ADS agrees that it will perform the following services:

                  (a) In accordance with procedures established from time to
time by agreement between the Fund and ADS, ADS shall:

Receive for acceptance, orders for the purchase of Shares, and promptly deliver
payment and appropriate documentation therefore to the Custodian of the Fund
authorized by the Board of Directors of the Fund (the "Custodian");

Pursuant to purchase orders, issue the appropriate number of Shares and hold
such Shares in the appropriate Shareholder account;

Receive for acceptance redemption requests and redemption directions and deliver
the appropriate documentation therefore to the Custodian;

At the appropriate time as and when it receives monies paid to it by the
Custodian with respect to any redemption, pay over or cause to be paid over in
the appropriate manner such monies as instructed by the redeeming Shareholders;

Effect transfers of Shares by the registered owners thereof upon receipt of
appropriate instructions;

Prepare and transmit payments for dividends and distributions declared by the
Fund;

Maintain records of account for and advise the Fund and its Shareholders as to
the foregoing; and

Record the issuance of shares of the Fund and maintain pursuant to SEC Rule
17Ad-10(e) a record of the total number of shares of the Fund which are
authorized, based upon data provided to it by the Fund, and issued and
outstanding. ADS shall also provide the Fund on a regular basis with the
<PAGE>   2
total number of shares which are authorized and issued and outstanding and shall
have no obligation, when recording the issuance of shares, to monitor the
issuance of such shares or to take cognizance of any laws relating to the issue
or sale of such shares, which functions shall be the sole responsibility of the
Fund.

          (b) In addition to and not in lieu of the services set forth in the
above paragraph (a), ADS shall:

Perform all of the customary services of a transfer agent, dividend disbursing
agent, including but not limited to: maintaining all Shareholder accounts,
preparing Shareholder meeting lists, mailing proxies, receiving and tabulating
proxies, mailing Shareholder reports and prospectuses to current Shareholders,
withholding taxes on U.S. resident and non-resident alien accounts, preparing
and filing U.S. Treasury Department Forms 1099 and other appropriate forms
required with respect to dividends and distributions by federal authorities for
all Shareholders, preparing and mailing confirmation forms and statements of
account to Shareholders for all purchases redemption's of Shares and other
confirmable transactions in Shareholder accounts, preparing and mailing activity
statements for Shareholders, and providing Shareholder account information and
(ii) provide a system and reports which will enable the Fund to monitor the
total number of Shares sold in each State.

In addition, the Fund shall (i) identify to ADS in writing those transactions
and shares to be treated as exempt from blue sky reporting for each State and
(ii) verify the establishment of such transactions for each state on the system
prior to activation and thereafter monitor the daily activity for each State as
provided by ADS. The responsibility of ADS for the Fund's blue sky State
registration status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Fund and the reporting of
such transactions to the Fund as provided above.

         Procedures applicable to certain of these services may be established
from time to time by agreement between the Fund and ADS.

2.  FEES AND EXPENSES

         2.01 For performance by ADS pursuant to this Agreement, the Fund agrees
to pay ADS an annual maintenance fee for each Shareholder account and
transaction fees for each portfolio or class of shares serviced under this
Agreement (See Schedule A) as set out in the fee schedule attached hereto. Such
fees and out-of pocket expenses and advances identified under Section 2.02 below
may be changed from time to time subject to mutual written agreement between the
Fund and ADS.

         2.02 In addition to the fee paid under Section 2.01 above, the Fund
agrees to reimburse ADS for out-of-pocket expenses or advances incurred by ADS
for the items set out in the fee schedule attached hereto. In addition, any
other expenses incurred by ADS at the request or with the consent of the Fund,
will be reimbursed by the Fund.

         2.03 The Fund agrees to pay all fees and reimbursable expenses within
five days following the receipt of the respective billing notice. Postage for
mailing of dividends, proxies, Fund reports and other mailings to all
shareholder accounts shall be advanced to ADS by the Fund at least seven (7)
days prior to the mailing date of such materials.

3.  REPRESENTATIONS AND WARRANTIES OF ADS

ADS represents and warrants to the Fund that:
<PAGE>   3
         3.01 It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement.

         3.02 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.

         3.03 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.

         3.04 ADS is duly registered as a transfer agent under the Securities
Act of 1934 and shall continue to be registered throughout the remainder of this
Agreement.

4.  REPRESENTATIONS AND WARRANTIES OF THE FUND

The Fund represents and warrants to ADS that;

         4.01 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws / Declaration of Trust to enter into and perform this
Agreement.

         4.02 All proceedings required by said Articles of Incorporation and
By-Laws / Declaration of Trust have been taken to authorize it to enter into and
perform this Agreement.

         4.03 It is an open-end management investment company registered under
the Investment Company Act of 1940.

         4.04 A registration statement under the Securities Act of 1933 is
currently or will become effective and will remain effective, and appropriate
state securities law filings as required, have been or will be made and will
continue to be made, with respect to all Shares of the Fund being offered for
sale.

5.  INDEMNIFICATION

         5.01 ADS shall not be responsible for, and the Fund shall indemnify and
hold ADS harmless from and against, any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of or attributable
to:

 (a) All actions of ADS or its agents or subcontractors required to be taken
pursuant to this Agreement, provided that such actions are taken in good faith
and without gross negligence or willful misconduct.

 (b) The Fund's refusal or failure to comply with the terms of this Agreement,
or which arise out of the Fund's lack good faith, gross negligence or willful
misconduct or which arise out of the breach of any representation or warranty of
the Fund hereunder.

 (c) The reliance on or use by ADS or its agents or subcontractors of
information, records and documents which (i) are received by ADS or its agents
or subcontractors and furnished to it by or on behalf of the Fund, and (ii) have
been prepared and/or maintained by the Fund or any other person or firm on
behalf of the Fund.

 (d) The reliance on, or the carrying out by ADS or its agents or subcontractors
of any instructions or requests of the Fund.

 (e) The offer or sale of Shares in violation of any requirement under the
<PAGE>   4
federal securities laws or regulations or the securities laws or regulations of
any state that such Shares be registered in such state or in violation of any
stop order or other determination or ruling by any federal agency or any state
with respect to the offer or sale of such Shares in such state.

         5.02 ADS shall indemnify and hold the Fund harmless from and against
any and all losses, damages, costs, charges, counsel fees, payments, expenses
and liability arising out of or attributable to any action or failure or
omission to act by ADS as a result of ADS's lack of good faith, gross negligence
or willful misconduct.

         5.03 At any time ADS may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by ADS under this
Agreement, and ADS and its agents or subcontractors shall not be liable and
shall be indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. ADS, its
agents and subcontractors shall be protected and indemnified in acting upon any
paper or document furnished by or on behalf of the Fund, reasonably believed to
be genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided ADS or its agents
or subcontractors by machine readable input, telex, CRT data entry or other
similar means authorized by the Fund, and shall not be held to have notice of
any change of authority of any person, until receipt of written notice thereof
from the Fund. ADS, its agents and subcontractors shall also be protected and
indemnified in recognizing stock certificates which are reasonably believed to
bear the proper manual or facsimile signatures of the officers of the Fund, and
the proper countersignature of any former transfer agent or registrar, or of a
co-transfer agent or co-registrar.

         5.04 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.

         5.05 Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement or for any act
or failure to act hereunder.

         5.06 In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party of seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.

6.  COVENANTS OF THE FUND AND ADS

         6.01 The Fund shall promptly furnish to ADS a certified copy of the
resolution of the Board of Directors of the Fund authorizing the appointment of
ADS and the execution and delivery of this Agreement.

         6.02 ADS hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
<PAGE>   5
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.

         6.03 ADS shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the Investment Company Act of 1940, as amended, and
the Rules thereunder, ADS agrees that all such records prepared or maintained by
ADS relating to the services to be performed by ADS hereunder are the property
of the Fund and will be preserved, maintained and made available in accordance
with such Section and Rules, and will be surrendered promptly to the Fund on and
in accordance with its request.

         6.04 ADS and the Fund agree that all books, records, information and
data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential, and shall not be voluntarily disclosed to any other person,
except as may be required by law.

         6.05 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, ADS will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. ADS reserves the right, however, to exhibit the Shareholder records
to any person whenever it is advised by its counsel that it may be held liable
for the failure to exhibit the Shareholder records to such person, and shall
promptly notify the Fund of any unusual request to inspect or copy the
shareholder records of the Fund or the receipt of any other unusual request to
inspect, copy or produce the records of the Fund.

7. EFFECTIVENESS, DURATION, AND TERMINATION

         7.01 This Agreement shall become effective on the date first above
written.

         7.02 This Agreement shall remain in effect for a period of three (3)
years from the date of its effectiveness (the "Initial Term") and shall continue
in effect for successive twelve-month periods; provided that such continuance is
specifically approved at least annually by the Board and by a majority of the
Trustees who are not parties to this Agreement or interested persons of any such
party.

         7.03 After the Initial Term, this Agreement may be terminated at
anytime (i) by the Board on 90 days' written notice to ADS or (ii) by ADS on 90
days' written notice to the Fund. The obligations of Sections 2 and 5 shall
survive any termination of this Agreement

         7.04 Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be borne by
the Fund. Additionally, ADS reserves the right to charge for any other
reasonable costs expenses associated with such termination.

 8. ASSIGNMENT

         8.01 Neither this Agreement nor any rights or obligations hereunder may
be assigned by either party without the written consent of the other party.

         8.02 This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.

 9.  AMENDMENT

         9.01 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the Board
of Directors / Trustees of the Fund.
<PAGE>   6
10.  NEW YORK LAWS TO APPLY

         10.01 The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of New York as at the time
in effect and the applicable provisions of the 1940 Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.

11.  MERGER OF AGREEMENT

         11.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.


12.  NOTICES.

         All notices and other communications hereunder shall be in writing,
shall be deemed to have been given when received or when sent by telex or
facsimile, and shall be given to the following addresses (or such other
addresses as to which notice is given):

<TABLE>
<CAPTION>
To the Fund:                                    To ADS:
<S>                                             <C>
Heiko H. Thieme                                 Michael Miola
President                                       President
The American Heritage Fund, Inc.                American Data Services, Inc.
1370 Avenue of the Americas, 31st Floor         150 Motor Parkway, Suite 109
New York, NY 10019                              Hauppauge, NY  11788
</TABLE>


 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

THE AMERICAN HERITAGE GROWTH FUND, INC.

 By: /s/ Heiko Thieme
    --------------------------
Heiko H. Thieme, President

AMERICAN DATA SERVICES, INC.

By: /s/ Michael Miola
    --------------------------
Michael Miola, President
<PAGE>   7
FEE SCHEDULE

         For the services rendered by ADS in its capacity as transfer agent, the
Fund shall pay ADS, within ten (10) days after receipt of an invoice from ADS at
the beginning of each month, a fee, calculated as a combination of account
maintenance charges plus transaction charges as follows:

(a) ACCOUNT MAINTENANCE CHARGE: (No prorating for partial months):

Based upon the total of all open/closed accounts (1) per portfolio/class upon
the following annual rates (billed monthly):

<TABLE>
<S>                                 <C>
Open Accounts .................     $8.73 per account
Open Gift Accounts ............     $2.17 per account
Closed Accounts ...............     $2.00 per account
</TABLE>

(1) All accounts closed during a month will be considered as open accounts for
billing purposes in the month the account is closed.

PLUS,
 (b) TRANSACTION FEES:

<TABLE>
<S>                                                                                <C>
Trade Entry (purchase/liquidation) and maintenance transactions ...............    $ 1.47 each

New account set-up ............................................................    $ 2.73 each

Customer service calls ........................................................    $ 1.09 each

Correspondence/information requests ...........................................    $ 1.36 each

Check preparation .............................................................    $  .54 each

Liquidation's paid by wire transfer ...........................................    $ 3.27 each

ACH charge ....................................................................    $  .54 each

SWP ...........................................................................    $ 1.37 each
</TABLE>

(c) 24 HOUR AUTOMATED VOICE RESPONSE:

Initial set-up (one-time) charge per portfolio - $750.00

Monthly maintenance charge per portfolio - $50.00

All calls processed through automated voice response will be billed as a
customer service call listed above.
<PAGE>   8
(d) Fund/SERV

All portfolios processed through Fund/SERV will be subject to an additional
monthly charge of $250.00

All transactions processed through Fund/SERV will be billed at the transaction
fee rates listed in (b) above.

(e) INTERNET ACCESS:

Each shareholder/adviser/broker hit billed at $0.25 per hit.


FEE INCREASES

On each annual anniversary date of this Agreement, the fees enumerated above
will be increased by the change in the Consumer Price Index for the Northeast
region (CPI) for the twelve-month period ending with the month preceding such
annual anniversary date.


(f) IRA PLAN FEES:

The following fees will be charged directly to the shareholder account:

<TABLE>
<S>                                                    <C>
Annual maintenance fee ..........................      $15.00/account *

Incoming transfer from prior custodian ..........      $12.00

Distribution to a participant ...................      $15.00

Refund of excess contribution ...................      $15.00

Transfer to successor custodian .................      $15.00

Automatic periodic distributions ................      $15.00/year per account
</TABLE>

* Includes $8.00 Bank Custody Fee.

 (g) EXPENSES:

         The Fund shall reimburse ADS for any out-of-pocket expenses, exclusive
of salaries, advanced by ADS in connection with but not limited to the costs for
printing fund documents, (i.e. printing of confirmation forms, shareholder
statements, redemption/dividend checks, envelopes, financial statements, proxy
statement, fund prospectus, etc.) proxy solicitation and mailing expenses,
travel requested by the Fund, telephone toll charges, 800-line costs and fees,
facsimile and data transmission costs, stationery and supplies (related to Fund
records), record storage, postage (plus a $0.085 service charge for all
mailings), pro-rata portion of annual SAS-70 audit letter, telex and courier
charges incurred in connection with the performance of its duties hereunder. ADS
shall provide the Fund with a monthly invoice of such expenses and the Fund
shall reimburse ADS within fifteen (15) days after receipt thereof.

(h) SPECIAL REPORTS:
<PAGE>   9
         All reports and/or analyses requested by the Fund that are not included
in the fee schedule, shall be subject to an additional charge, agreed upon in
advance, based upon the following rates:

<TABLE>
<CAPTION>
                       Labor:
<S>                                      <C>
                       Senior staff   -  $150.00/hr.
                       Junior staff   -  $ 75.00/hr.
                       Computer time  -  $ 45.00/hr.
</TABLE>

<PAGE>   1
                                                                  Exhibit (H)(2)


FUND ACCOUNTING SERVICE AGREEMENT

between

THE AMERICAN HERITAGE GROWTH FUND, INC.

and

AMERICAN DATA SERVICES, INC.

FUND ACCOUNTING SERVICE AGREEMENT


AGREEMENT made the 10th day of April, 1997, by and between The American Heritage
Growth Fund, Inc., a New York Corporation, having its principal office and place
of business at 1370 Avenue of the Americas, 31st Floor, New York, New York 10019
(the "Fund"), and American Data Services, Inc., a New York corporation having
its principal office and place of business at the Hauppauge Corporate Center,
150 Motor Parkway, Suite 109, Hauppauge, New York 11788 ("ADS")


BACKGROUND

WHEREAS, the Fund is a diversified, open-end management investment company
registered with the United States Securities and Exchange Commission under the
Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, ADS is a corporation experienced in providing accounting services to
mutual funds and possesses facilities sufficient to provide such services; and

WHEREAS, the Fund desires to avail itself of the experience, assistance and
facilities of ADS and to have ADS perform for the Fund certain services
appropriate to the operations of the Fund, and ADS is willing to furnish such
services in accordance with the terms hereinafter set forth.

TERMS

NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the Fund and ADS hereby agree as follows:

1. DUTIES OF ADS.

         ADS will provide the Fund with the necessary office space,
communication facilities and personnel to perform the following services for the
Fund:

                  (a) Timely calculate and transmit to NASDAQ the Fund's daily
net asset value and communicate such value to the Fund and its transfer agent;

Maintain and keep current all books and records of the Fund as required by Rule
31a-1 under the 1940 Act, as such rule or any successor rule may be amended from
time to time ("Rule 31a-1"), that are applicable to the fulfillment of ADS's
duties hereunder, as well as any other documents necessary or advisable for
compliance with applicable regulations as may be mutually agreed to between the
Fund and ADS. Without limiting the generality of the foregoing, ADS will prepare
and maintain the following records upon receipt of information in proper form
from the Fund or its authorized agents:

Cash receipts journal
Cash disbursements journal
Dividend record
Purchase and sales - portfolio securities journals
Subscription and redemption journals
<PAGE>   2
Security ledgers
Broker ledger
General ledger
Daily expense accruals
Daily income accruals
Securities and monies borrowed or loaned and collateral therefore
Foreign currency journals
Trial balances

                  (c) Provide the Fund and its investment adviser with daily
portfolio valuation, net asset value calculation and other standard operational
reports as requested from time to time.

                  (d) Provide all raw data available from our fund accounting
system (PAIRS) for management's or the administrators preparation of the
following:

                       1. Semi-annual financial statements;
                       2. Semi-annual form N-SAR;
                       3. Annual tax returns;
                       4. Financial data necessary to update form N-1a;
                       5. Annual proxy statement.

                  (e) Provide facilities to accommodate annual audit and any
audits or examinations conducted by the Securities and Exchange Commission or
any other governmental or quasi-governmental entities with jurisdiction.

ADS shall for all purposes herein be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no authority to
act for or represent the Fund in any way or otherwise be deemed an agent of the
Fund.

2. COMPENSATION OF ADS.

         In consideration of the services to be performed by ADS as set forth
herein for each portfolio listed in Schedule B, ADS shall be entitled to receive
compensation and reimbursement for all reasonable out-of-pocket expenses. The
Fund agrees to pay ADS the fees and reimbursement of out-of-pocket expenses as
set forth in the fee schedule attached hereto as Schedule A.

3. LIMITATION OF LIABILITY OF ADS.

         (a) ADS shall be held to the exercise of reasonable care in carrying
out the provisions of the Agreement, but shall be without liability to the Fund
for any action taken or omitted by it in good faith without gross negligence,
bad faith, willful misconduct or reckless disregard of its duties hereunder. It
shall be entitled to rely upon and may act upon the accounting records and
reports generated by the Fund, advice of the Fund, or of counsel for the Fund
and upon statements of the Fund's independent accountants, and shall be without
liability for any action reasonably taken or omitted pursuant to such records
and reports or advice, provided that such action is not, to the knowledge of
ADS, in violation of applicable federal or state laws or regulations, and
provided further that such action is taken without gross negligence, bad faith,
willful misconduct or reckless disregard of its duties.

         (b) Nothing herein contained shall be construed to protect ADS against
any liability to the Fund or its security holders to which ADS shall otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence in the
performance of its duties on behalf of the Fund, reckless disregard of ADS'
obligations and duties under this Agreement or the willful violation of any
applicable law.
<PAGE>   3
         (c) Except as may otherwise be provided by applicable law, neither ADS
nor its stockholders, officers, directors, employees or agents shall be subject
to, and the Fund shall indemnify and hold such persons harmless from and
against, any liability for and any damages, expenses or losses incurred by
reason of the inaccuracy of information furnished to ADS by the Fund or its
authorized agents.

4. REPORTS.

         (a) The Fund shall provide to ADS on a quarterly basis a report of a
duly authorized officer of the Fund representing that all information furnished
to ADS during the preceding quarter was true, complete and correct in all
material respects. ADS shall not be responsible for the accuracy of any
information furnished to it by the Fund or its authorized agents, and the Fund
shall hold ADS harmless in regard to any liability incurred by reason of the
inaccuracy of such information.

         (b) Whenever, in the course of performing its duties under this
Agreement, ADS determines, on the basis of information supplied to ADS by the
Fund or its authorized agents, that a violation of applicable law has occurred
or that, to its knowledge, a possible violation of applicable law may have
occurred or, with the passage of time, would occur, ADS shall promptly notify
the Fund and its counsel of such violation.

5. ACTIVITIES OF ADS.

         The services of ADS under this Agreement are not to be deemed
exclusive, and ADS shall be free to render similar services to others so long as
its services hereunder are not impaired thereby.

6. ACCOUNTS AND RECORDS.

         The accounts and records maintained by ADS shall be the property of the
Fund, and shall be surrendered to the Fund, at the expense of the Fund, promptly
upon request by the Fund, provided that all service fees and expenses charged by
ADS in the performance of its duties hereunder have been fully paid to the
satisfaction of ADS, in the form in which such accounts and records have been
maintained or preserved. ADS agrees to maintain a back-up set of accounts and
records of the Fund (which back-up set shall be updated on at least a weekly
basis) at a location other than that where the original accounts and records are
stored. ADS shall assist the Fund's independent auditors, or, upon approval of
the Fund, any regulatory body, in any requested review of the Fund's accounts
and records. ADS shall preserve the accounts and records as they are required to
be maintained and preserved by Rule 31a-1.

7. CONFIDENTIALITY.

         ADS agrees that it will, on behalf of itself and its officers and
employees, treat all transactions contemplated by this Agreement, and all other
information germane thereto, as confidential and not to be disclosed to any
person except as may be authorized by the Fund.

8. DURATION AND TERMINATION OF THIS AGREEMENT.

         This Agreement shall become effective on the date first above written.

This Agreement shall remain in effect for a period of three (3) years from the
date of its effectiveness (the "Initial Term") and shall continue in effect for
successive twelve-month periods; provided that such continuance is specifically
approved at least annually by the Board and by a majority of the Directors who
are not parties to this Agreement or interested persons of any such party.

After the Initial Term, this Agreement may be terminated at anytime (i) by the
Board on 90 days' written notice to ADS or (ii) by ADS on 90 days' written
notice to the Fund. The obligations of Sections 2 and 3 shall survive any
<PAGE>   4
termination of this Agreement

Should the Fund exercise its right to terminate, all out-of-pocket expenses
associated with the movement of records and material will be borne by the Fund.
Additionally, ADS reserves the right to charge for any other reasonable costs
expenses associated with such termination.

9. ASSIGNMENT.

         This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the Fund without the prior written consent
of ADS, or by ADS without the prior written consent of the Fund.

10.  NEW YORK LAWS TO APPLY

         The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the 1940 Act. To the extent that the applicable law
of the State of New York, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act, the latter shall control.

11. AMENDMENTS TO THIS AGREEMENT.

         This Agreement may be amended by the parties hereto only if such
amendment is in writing and signed by both parties.

12. MERGER OF AGREEMENT

         This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.

13. NOTICES.

         All notices and other communications hereunder shall be in writing,
shall be deemed to have been given when received or when sent by telex or
facsimile, and shall be given to the following addresses (or such other
addresses as to which notice is given):


<TABLE>
<CAPTION>
To the Fund:                                   To ADS:
<S>                                            <C>
Heiko H. Thieme                                Michael Miola
President                                      President
The American Heritage Fund, Inc.               American Data Services, Inc.
1370 Avenue of the Americas, 31st Floor        150 Motor Parkway, Suite 109
New York, NY 10019                             Hauppauge, NY  11788
</TABLE>


 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

THE AMERICAN HERITAGE GROWTH FUND, INC.

 By: /s/ Heiko Thieme
    ------------------------
Heiko H. Thieme, President

AMERICAN DATA SERVICES, INC.

By: /s/ Michael Miola
    ------------------------
Michael Miola, President
<PAGE>   5
SCHEDULE A

(a) FUND ACCOUNTING SERVICE FEE:

         For the services rendered by ADS in its capacity as fund accounting
agent, as specified in Paragraph 1. DUTIES OF ADS, the Fund shall pay ADS,
within ten (10) days after receipt of an invoice from ADS at the beginning of
each month, a fee equal to:

Calculated Fee Will Be Based Upon Prior Month Average Net Assets:
(No prorating partial months)

MONTHLY FEE PER PORTFOLIO:

The greater of:
Minimum Monthly Fee - $953.52

OR,

Net Asset Charge of:
1/12th of 0.1153% of first $25 million of average monthly net assets, plus
1/12th of 0.0650% of next $25 million of average monthly net assets, plus
1/12th of 0.025% on all average monthly net assets in excess of $50 million.


MULTI-CLASS  PROCESSING CHARGE

$300 per month will be charged for each additional class of stock per portfolio.

FEE INCREASES

         On each annual anniversary date of this Agreement, the fees enumerated
above will be increased by the change in the Consumer Price Index for the
Northeast region (CPI) for the twelve month period ending with the month
preceding such annual anniversary date.

(b) EXPENSES.

         The Fund shall reimburse ADS for any out-of-pocket expenses , exclusive
of salaries, advanced by ADS in connection with but not limited to the printing
or filing of documents for the Fund, travel, telephone, quotation services
(currently (1) $0.12 per equity valuation, $0.60 per bond valuation, and 1.50
for each foreign quotation or manual quote insertion), facsimile transmissions,
stationery and supplies, record storage, NASDAQ insertion fee ($22 (1) per
month), pro-rata portion of annual SAS 70 review, postage, telex, and courier
charges, incurred in connection with the performance of its duties hereunder.
ADS shall provide the Fund with a monthly invoice of such expenses and the Fund
shall reimburse ADS within fifteen (15) days after receipt thereof.

(1) Rate subject to change on 30 days notice.

(c) SPECIAL REPORTS.

         All reports and/or analyses requested by the Fund, its auditors, legal
counsel, portfolio manager, or any regulatory agency having jurisdiction over
the Fund, that are not in the normal course of fund accounting activities as
specified in Section 1 of this Agreement shall be subject to an additional
charge, agreed upon in advance, based upon the following rates:
<PAGE>   6
<TABLE>
<CAPTION>
                       Labor:
<S>                                        <C>
                         Senior staff   -  $150.00/hr.
                         Junior staff   -  $ 75.00/hr.
                         Computer time  -  $ 45.00/hr.
</TABLE>


<PAGE>   1
                                                                     EXHIBIT (j)

                   [Mathieson Aitken Jemison, LLP Letterhead]

                    CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS

We consent to the inclusion by reference to Post-Effective Amendment No. 9 under
the Securities Act of 1933 and Amendment No. 8 under the Investment Company Act
of 1940, on Form N-1A of American Heritage Growth Fund, Inc. of our report dated
March 29, 2000 on our examination of the financial Statements of such company.
We also consent to the reference to our firm in such Registration Statement.


              /s/  MATHIESON AITKEN JEMISON, LLP

MATHIESON AITKEN JEMISON, LLP

May 23, 2000



<PAGE>   1
                                                                  Exhibit (p)(1)

                       AMERICAN HERITAGE GROWTH FUND, INC.

                                 CODE OF ETHICS

I.    DEFINITIONS

      A.    " Access Person" means any director, officer general partner or
            advisory person of the Fund.

      B.    "Act" means the Investment Company Act of 1940.

      C.    "Advisory Person" means: (i) any employee of the Fund or of any
            company in a control relationship to the Fund, who, in connection
            with his or her regular functions or duties, makes, participates in,
            or obtains information regarding the purchase or sale of Covered
            Securities by the Fund, or whose functions relate to the making of
            any recommendations with respect to such purchases or sales; and
            (ii) any natural person in a control relationship to the Fund who
            obtains Information concerning recommendations made to the Fund with
            regard to the purchase or sale of Covered Securities by the Fund.

      D.    A Covered Security is "being considered for purchase or sale" when a
            recommendation to purchase or sell the Covered Security has been
            made and communicated and, with respect to the person making the
            recommendation, when such person seriously considers making such a
            recommendation.

      E.    "Beneficial ownership" shall be interpreted in the same manner as it
            would be under Rule 16a-1(a)(2) under the Securities Exchange Act of
            1934 in determining whether a person is the beneficial owner of a
            security for purposes of Section 16 of such Act and the rules and
            regulations promulgated thereunder.

      F.    "Control" has the same meaning as that set forth in Section 2(a)(9)
            of the Act.

      G.    "Covered Security" means a security as defined in Section 2(a)(36)
            of the Act, except that it does not include:

            (i)   Direct obligations of the Government of the United States;

            (ii)  Bankers' acceptances, bank certificates of deposit, commercial
                  paper and high quality short-term debt instruments, including
                  repurchase agreements; and

            (iii) Shares issued by open-end registered investment companies.

      H.    "Disinterested Director" means a director of the Fund who is not an
            "interested person" of the Fund within the meaning of Section
            2(a)(19) of the Act.

      I.    "Fund"means American Heritage Growth Fund, Inc.

<PAGE>   2



      J.   "Initial Public Offering" means an offering of securities registered
            under the Securities Act of 1933, the issuer of which, immediately
            before the registration, was not subject to the reporting
            requirements of Section 13 or Section 15(d) of the Securities
            Exchange Act of 1934.

      K.   "Investment Personnel" means: (i) any employee of the Fund or of any
            company in a control relationship to the Fund who, in connection
            with his or her regular functions or duties, makes or participates
            in making recommendations regarding the purchase or sale of
            securities by the Fund; and (ii) any natural person who controls the
            Fund and who obtains information concerning recommendations made to
            the Fund regarding the purchase or sale of securities by the Fund.

      L.    A "Limited Offering" means an offering that is exempt from
            registration under the Securities Act of 1933 pursuant to Section
            4(2) or Section 4(6) thereof or pursuant to Rule 504, Rule 505 or
            Rule 506 thereunder.

      M.    "Purchase or sale of a Covered Security" includes, among other
            things, the writing of an option to purchase or sell a Covered
            Security.

II.   APPROVAL AND MAINTENANCE OF CODE OF ETHICS

      A.    No less frequently than annually, the officers of the Fund shall
            furnish a report to the Board of Directors of the Fund:

            (i)   Describing issues arising under the Code of Ethics since the
                  last report to the Board of Directors, including, but not
                  limited to, information about material violations of the code
                  and sanctions imposed in response to such material violations.
                  Such report shall also include a list of Access Persons.

            (ii)  Certifying, if true, that the Fund has adopted such procedures
                  as are reasonably necessary to prevent Access Persons from
                  violating the Code of Ethics.

      B.    This Code of Ethics shall be maintained by a person designated by
            the Fund to do so.

III.  EXEMPTED TRANSACTIONS

      The prohibitions of Section V of this Code of Ethics shall not apply to:

      (a)   Purchases or sales effected in any account over which the Access
            Person has no direct or indirect influence or control.

      (b)   Purchases or sales of Covered Securities which are not eligible for
            purchase or sale by the Fund.

      (c)   Purchases or sales which are non-volitional on the part of either
            the Access Person or the Fund.
<PAGE>   3

      (d)   Purchases which are part of an automatic dividend reinvestment plan.

      (e)   Purchases effected upon the exercise of rights issued by an issuer
            pro rata to all holders of a class of its securities, to the extent
            such rights were acquired from such issuer, and sales of such rights
            so acquired.

      (f)   Purchases or sales which receive the prior approval of the Fund's
            Board of Directors because they are only remotely potentially
            harmful to the Fund because they would be very unlikely to affect a
            highly institutional market, or because they clearly are not related
            economically to the securities to be purchased, sold or held by the
            Fund.

IV.   PROHIBITED ACTIVITIES

      A.    Except in a transaction exempted by this Code of Ethics, no Access
            Person shall purchase or sell, directly or indirectly, any Covered
            Security in which he has, or by reason of such transaction would
            acquire, any direct or indirect beneficial ownership and which to
            his actual knowledge at the time of such purchase or sale is being
            considered for purchase or sale by a Fund or is being purchased or
            sold by a Fund.

      B.    Except in a transaction exempted by this Code of Ethics, Investment
            Personnel of the Fund must obtain approval from the Fund's Board of
            Directors before directly or indirectly acquiring beneficial
            ownership in any securities in an Initial Public Offering or in
            a Limited Offering.

V.    REPORTING

      A.    Reports Required.  Unless excepted by this Code of Ethics, every
            Access Person of the Fund must report to the Fund:

            (i)   Initial Holdings Reports. No later than 10 days after the
                  person becomes an Access Person, the following information:

                  A.    The title, number of shares and principal amount of each
                        Covered Security in which the Access Person had any
                        direct or indirect Beneficial Ownership when the
                        person became an Access Person;

                  B.    the name of any broker, dealer or bank with whom the
                        Access Person maintained an account in which any
                        securities were held for the direct or indirect benefit
                        of the Access Person as of the date the person became an
                        Access Person; and

                  C.    The date that the report is submitted by the Access
                        Person.

            (ii)  Quarterly Transaction Reports. No later than 10 days after the
                  end of a calendar quarter, the following information:

                  A.    With respect to any transaction during the quarter in a
                        Covered Security in which the Access Person had any
                        direct or indirect Beneficial Ownership:
<PAGE>   4

                        1.    The date of the transaction, the title, the
                              interest rate and maturity date (if applicable),
                              the number of shares and the principal amount of
                              each Covered Security involved;

                        2.    The nature of the transaction (i.e., purchase,
                              sale or any other type of acquisition or
                              disposition);

                        3.    The price of the Covered Security at which the
                              transaction was effected;

                        4.    The name of the broker, dealer or bank with or
                              through which the transaction was effected; and

                        5.    The date that the report is submitted by the
                              Access Person.

                  B.    With respect to any account established by the Access
                        Person in which any securities were held during the
                        quarter for the direct or indirect benefit of the Access
                        Person:

                        1.    The name of the broker, dealer or bank with whom
                              the Access Person established the account;

                        2.    The date the account was established; and

                        3.    The date that the report is submitted by the
                              Access Person.

            (iii)       Annual Holdings Reports. Annually, the following
                   information (which information must be current as of a
                   date no more than 30 days before the report is
                   submitted):

                  A.    The title, number of shares and principal amount of each
                        Covered Security in which the Access Person had any
                        direct or indirect Beneficial Ownership;

                  B.    The name of any broker, dealer or bank with whom the
                        Access Person maintains an account in which any
                        securities are held for the direct or indirect benefit
                        of the Access Person; and

                  C.    The date that the report is submitted by the Access
                        Person.

      B.    Exceptions from Reporting Requirements.

            (i)   A person need not make a report with respect to transactions
                  effected for, and Covered Securities held in, any account over
                  which the person has no direct or indirect influence or
                  control.

            (ii)  A director of the Fund who is not an interested person of the
                  Fund and who would otherwise be required to make a report
                  solely by reason of being a Fund director, need not make:
<PAGE>   5

                  A.    An Initial Holdings Report and an Annual Holdings
                        Report; and

                  B.    A Quarterly Transaction Report, unless the director knew
                        or, in the ordinary course of fulfilling his or her
                        official duties as a fund director, should have known
                        that during the 15-day period immediately before or
                        after the director's transaction in a Covered Security,
                        the Fund purchased or sold the Covered Security, or the
                        Fund or its investment adviser considered purchasing or
                        selling the Covered Security.

                  C.    An Access Person need not make a Quarterly Transaction
                        Report if the report would duplicate information
                        contained in broker trade confirmations or account
                        statements received by the Fund or its investment
                        adviser with respect to the Access Person no later than
                        10 days after the end of a calendar quarter, if all of
                        the information required by Quarterly Transaction Report
                        is contained in the broker trade confirmations or
                        account statements, or in the records of the Fund or its
                        investment adviser.

      C.    Review of Reports. The Fund's shall designate a person to review all
            reports filed pursuant to this Code of Ethics.

      D.    Notification of Reporting Obligation. The Fund shall identify all
            Access Persons who are required to make the reports and shall inform
            them of their reporting obligation.

      E.    Beneficial Ownership. Any report may contain a statement that the
            report will not be construed as an admission that the person making
            the report has any direct or indirect Beneficial Ownership in the
            Covered Security to which the report relates.

VI.   SANCTIONS

      Upon discovering a violation of this Code of Ethics, the Board of
      Directors of the Fund may impose such sanctions as it deems appropriate.



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